UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q


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

For the quarterly period ended                             June 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
organization)                                             Identification 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)


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 June 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.



                                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

Part II    OTHER INFORMATION                                                               21

           Item 1  Legal Proceedings                                                       21

           Item 6  Exhibits and Reports on Form 8-K                                        21

           Signature                                                                       21
</TABLE>


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               Six Months Ended
                                              June 30,                        June 30,
                                     ---------------------------- -- ----------------------------
REVENUES:                               2002            2001            2002            2001
                                     ------------    ------------    ------------    ------------
<S>                                     <C>             <C>           <C>             <C>
  Premium                         $     259,488   $     262,900   $     549,009   $     597,330
  Fee income                            233,264         231,601         460,008         482,850
  Net investment income                 234,582         243,009         462,500         482,029
  Net realized gains on
    Investments                           1,667           1,264           7,908           8,932
                                     ------------    ------------    ------------    ------------

                                        729,001         738,774       1,479,425       1,571,141
                                     ------------    ------------    ------------    ------------
BENEFITS AND EXPENSES:

  Life and other policy benefits        240,856         246,676         451,184         531,916
  Increase (decrease) in                (14,367)        (12,656)         25,227          29,315
reserves
  Interest paid or credited to
    contractholders                     125,129         133,038         251,029         266,822
  Provision for policyholders'
    share of earnings
   on participating business                 (7)            723             922           2,311
(loss)
  Dividends to policyholders             16,088          16,165          40,290          39,526
                                     ------------    ------------    ------------    ------------

                                        367,699         383,946         768,652         869,890
                                     ------------    ------------    ------------    ------------
  Commissions                            59,102          46,951          98,539          94,230
  Operating expenses                    175,083         212,319         371,056         412,805
  Premium taxes                           9,547           6,447          15,347          13,586
  Special charges                                       127,040                         127,040
                                     ------------    ------------    ------------    ------------

                                        611,431         776,703       1,253,594       1,517,551
                                     ------------    ------------    ------------    ------------
INCOME BEFORE INCOME
  TAXES                                 117,570         (37,929)        225,831          53,590
PROVISION FOR INCOME
  TAXES:
  Current                                37,307          44,686          44,169          57,725
  Deferred                                   80         (60,941)         28,592         (41,911)
                                     ------------    ------------    ------------    ------------

                                         37,387         (16,255)         72,761          15,814
                                     ------------    ------------    ------------    ------------

NET INCOME                        $      80,183   $     (21,674)  $     153,070   $      37,776
                                     ============    ============    ============    ============
</TABLE>



See notes to consolidated financial statements.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

CONSOLIDATED BALANCE SHEETS
[Dollars in Thousands]
<TABLE>
<CAPTION>
=================================================================================================

                                                               June 30,          December 31,
ASSETS                                                           2002                2001
------
                                                           -----------------    ----------------
                                                             [unaudited]
<S>                                                           <C>                  <C>
INVESTMENTS:
   Fixed maturities available-for-sale, at fair value
      (amortized cost $9,423,071 and $9,904,453)        $     10,178,902     $     10,116,175
  Mortgage loans on real estate (net of allowances
    of $57,654 and $57,654)                                      522,105              613,453
  Common stock, at fair value (cost $89,225 and                   91,119               73,344
  $74,107)
  Real estate                                                      3,852               11,838
  Policy loans                                                 3,090,399            3,000,441
  Short-term investments, available-for-sale
    (cost $501,923 and $427,398)                                 502,135              424,730
                                                           -----------------    ----------------

    Total investments                                         14,388,512           14,239,981

OTHER ASSETS:
  Cash                                                           361,310              213,731
  Reinsurance receivable                                         312,501              282,352
  Deferred policy acquisition costs                              268,027              275,570
  Investment income due and accrued                              115,627              130,775
  Amounts receivable related to uninsured accident
    and health plan claims (net of allowances of
    $41,200 and $53,431)                                          79,592               89,533
  Premiums in course of collection (net of allowances
    of $14,495 and $22,217)                                       72,007               99,811
 Deferred income taxes                                           101,801              149,140
 Other assets                                                    725,498              745,617
  SEPARATE ACCOUNT ASSETS                                     11,916,664           12,584,661
                                                           -----------------    ----------------
TOTAL ASSETS                                            $     28,341,539     $     28,811,171
                                                           =================    ================

                                                                                  (continued)
<PAGE>

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

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

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

  Policy reserves                                       $     12,273,499     $    12,211,496
  Policy and contract claims                                     396,431             401,389
  Policyholders' funds                                           280,253             242,916
  Provision for policyholders' dividends                          75,744              74,740
  Undistributed earnings on participating business               165,927             163,086

GENERAL LIABILITIES:
  Due to GWL                                                      40,101              41,874
  Due to GWL&A Financial Inc.                                    256,400             251,059
  Repurchase agreements                                          315,698             250,889
  Commercial paper                                                98,521              97,046
  Other liabilities                                              951,128           1,021,541
  SEPARATE ACCOUNT LIABILITIES                                11,916,664          12,584,661
                                                           -----------------   -----------------

    Total liabilities                                         26,770,366          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                                     716,508             712,801
  Accumulated other comprehensive income                         110,787              76,507
  Retained earnings                                              736,846             674,134
                                                           -----------------   -----------------

    Total stockholder's equity                                 1,571,173           1,470,474
                                                           -----------------   -----------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY              $     28,341,539     $    28,811,171
                                                           =================   =================

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

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS
[Dollars in Thousands]
<TABLE>
<CAPTION>
=================================================================================================
[Unaudited]
                                                                     Six Months Ended
                                                                         June 30,
                                                           -------------------------------------
OPERATING ACTIVITIES:                                            2002                2001
                                                           -----------------    ----------------
<S>                                                              <C>                   <C>
  Net income                                            $        153,070     $         37,776
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Gain allocated to participating policyholders                    922                2,311
    Amortization of investments                                  (37,991)             (38,330)
    Realized gains on disposal of investments
      and write-downs of mortgage loans and real                  (7,908)              (8,932)
      estate
    Amortization                                                  19,834               24,519
    Deferred income taxes                                         28,592              (41,911)
    Write-off of Goodwill                                                              23,040
  Changes in assets and liabilities:
    Policy benefit liabilities                                   197,437              111,767
    Reinsurance receivable                                       (30,149)               7,398
    Accrued interest and other receivables                        52,893              202,792
    Other, net                                                   (67,325)            (280,174)
                                                           -----------------    ----------------

    Net cash provided by operating activities                    309,375               40,256
                                                           -----------------    ----------------

INVESTING ACTIVITIES:

  Proceeds from sales, maturities, and redemptions
    of investments:
    Fixed maturities available-for-sale
        Sales                                                  3,013,838            2,747,351
        Maturities and redemptions                               699,609              629,040
    Mortgage loans                                               102,047               76,757
    Real estate                                                    1,800              103,038
    Common stock                                                   7,347               19,600
  Purchases of investments:
    Fixed maturities held-to-maturity                         (3,699,276)          (3,532,344)
    Mortgage loans
    Real estate                                                   (2,243)            (104,407)
    Common stock                                                 (15,372)             (24,769)
                                                           -----------------    ----------------

    Net cash provided by (used in) investing                     107,750              (85,734)
    activities
                                                           -----------------    ----------------
                                                                                  (continued)
</TABLE>

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS
[Dollars in Thousands]
<TABLE>
<CAPTION>
=================================================================================================
[Unaudited]
                                                                     Six Months Ended
                                                                         June 30,
                                                           -------------------------------------
FINANCING ACTIVITIES:                                            2002                2001
                                                           -----------------    ----------------
<S>                                                               <C>                 <C>
  Contract withdrawals, net of deposits                 $       (249,040)    $        (86,787)
  Net GWL repayments                                              (1,773)             (22,955)
  Net GWL&A Financial (repayments) borrowings                      5,341               23,629
  Dividends paid                                                 (90,358)             (94,461)
  Commercial paper borrowings, net                                 1,475                1,070
  Repurchase agreements borrowings, net                           64,809              231,402
                                                           -----------------    ----------------

    Net cash (used in) provided by financing                    (269,546)              51,898
activities
                                                           -----------------    ----------------

NET INCREASE IN CASH                                             147,579                6,420

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

CASH, END OF PERIOD                                     $        361,310     $        160,397
                                                           =================    ================
See notes to consolidated financial statements.                                   (Concluded)
</TABLE>

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
FOR THE SIX MONTHS ENDED JUNE 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                                                                                                 153,070       153,070
  Other comprehensive income                                                                    34,280                      34,280
                                                                                                                          ----------
Total comprehensive income                                                                                                 187,350
                                                                                                                          ----------
Dividends                                                                                                    (90,358)      (90,358)
Income tax benefit on stock
  compensation                                                                     3,707                                     3,707
                               --------   ---------   ----------   ----------   ----------  --------------   ----------   ----------

BALANCE, JUNE 30, 2002              0  $       0      7,032,000 $    7,032   $   716,508  $    110,787    $  736,846   $  1,571,173
                               ========   =========   ==========   ==========   ==========  ==============   ==========   ==========
</TABLE>
<PAGE>


See notes to consolidated financial statements.

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 six months ended June 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             Six Months Ended
            Operating Summary                  June 30,                      June 30,
                                       -------------------------    ---------------------------
                [Millions]                2002          2001           2002           2001
        ---------------------------    -----------    ----------    -----------   -------------
<S>                                         <C>            <C>          <C>             <C>
        Premium income              $       260    $       263   $        549   $         597
        Fee income                          233            232            460             483
        Net investment income               234            243            462             482
        Realized investment gains             2              1              8               9
                                       -----------    ----------    -----------   -------------
        Total revenues                      729            739          1,479           1,571

        Total benefits and                  611            649          1,253           1,390
        expenses
        Income tax expenses                  38             30             73              62
                                       -----------    ----------    -----------   -------------
        Net income before special
          charges                            80             60            153             119
        Special charges (net)                               81                             81
                                       -----------    ----------    -----------   -------------
        Net income (loss)           $        80    $       (21)  $        153   $          38
                                       ===========    ==========    ===========   =============
        Deposits for investment-
        type
          contracts                 $       162    $       176   $        312   $         374
        Deposits to separate                589            686          1,388           1,642
        accounts
        Self-funded premium
          equivalents                     1,294          1,426          2,642           2,976

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

        Investment assets                                        $     14,389   $     14,240
        Separate account
          assets                                                       11,917         12,585
        Total assets                                                   28,342         28,811
        Total policy
          benefit liabilities                                          13,026         12,931
        Due to GWL                                                         40             42
        Due to GWL&A
          financial                                                       256            251
        Total stockholder's
          equity                                                        1,571          1,470
</TABLE>
<PAGE>
        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 June 30, 2002, compared with December 31, 2001, and its
        results of operations for the quarter and six months ended June 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 increased $1.3 million or 2% and
        $15.3 million or 11% for the second quarter and first six months of 2002
        when compared to the second quarter and first six 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 net income increases reflect $16 million and
        $31 million for the second quarter and first six months of 2002 in the
        Employee Benefits segment. The net income increases reflect $4 million
        and $3 million for the second quarter and first six months of 2002 in
        the Financial Services segment.

        Total revenues decreased $10 million or 1% and $92 million or 6% for the
        second quarter and first six months of 2002 when compared to the second
        quarter and first six months of 2001. The decrease in the second quarter
        was primarily due to a $9 million decrease in net investment income.

        The decrease in total revenues for the first six months of 2002 was due
        to a $48 million decrease in premium income, a $23 million decrease in
        fee income, a $20 million decrease in net investment income, and a $1
        million decrease in realized investment gains.

        The decrease in premium income for the first six months of 2002 is
        primarily in the Employee Benefits segment reflecting a higher level of
        terminations in the latter part of 2001 and the first six months of
        2002.

        The decreases in net investment income in the second quarter and first
        six months of 2002 were primarily the result of decreasing interest
        rates in 2001. The actual earned rate at June 30, 2002 was 6.87%
        compared to 7.38% at June 30, 2001. The earned rate is expected to trend
        lower in the next few quarters reflecting the interest rate environment.

        Benefits and expenses decreased $38 million or 6% and $137 million or
        10% for the second quarter and the first six months of 2002 when
        compared to the second quarter and the first six 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 increased before special charges $8 million or 27%
        and $11 million or 18% for the second quarter and first six months of
        2002 when compared to the same periods in 2001. The increase reflects
        the increase 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 $254 million or 15% for the
        first six months of 2002 when compared to the first six months of 2001.
        The decrease is due primarily to lower 401(k) single premium deposits.

        Self-funded premium equivalents decreased $334 million or 11% for the
        first six months of 2002 when compared to the first six 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            Six Months Ended
             Operating Summary                   June 30,                     June 30,
                                         -------------------------    -------------------------
                 [Millions]                 2002          2001           2002          2001
        -----------------------------    -----------    ----------    -----------    ----------
<S>                                            <C>            <C>           <C>            <C>
        Premium income                $        222   $        225  $        465   $        508
        Fee income                             175            176           346            364
        Net investment income                   17             16            34             34
        Realized investment gains                1                            1              2
                                         -----------    ----------    -----------    ----------
        Total revenues                         415            417           846            908

        Total benefits and expenses            352            378           728            835
        Income tax expenses                     21             13            39             25
                                         -----------    ----------    -----------    ----------
        Net income before special
          Charges                               42             26            79             48
        Special charges (net)                                  81                           81
                                         -----------    ----------    -----------    ----------
        Net income                    $         42   $        (55) $         79   $        (33)
                                         ===========    ==========    ===========    ==========

        Self-funded premium           $      1,294   $      1,426  $      2,642   $      2,976
        equivalents
</TABLE>

        The increase in earnings for the second quarter and the first six 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
        Health & Life Insurance Company (Alta) business, is primarily related to
        improved mortality and morbidity results, as well as effective expense
        management.

        Premium and fee income decreased $4 million or 1% for the second quarter
        of 2002 and decreased $61 million or 7% for the first six months of
        2002, when compared to the same periods of 2001. The decreases are
        primarily due to lower membership levels associated with higher
        termination rates. There was a 3% decrease in total health care
        membership from 2,386,200 at March 31, 2002 to 2,321,400 at June 30,
        2002. There was a 19% decrease in total health care membership from
        2,876,200 at June 30, 2001 to 2,321,400 at June 30, 2002. Much of the
        health care decline can be attributed to terminations resulting from
        aggressive pricing related to target margins. 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. The Company anticipates that membership
        will stabilize at the current level as the decline was reduced in the
        second quarter.

        Total benefits and expenses decreased $26 million or 7% and $107 million
        or 13% for the second quarter and first six months of 2002 when compared
        to the second quarter and first six months of 2001. The decreases are
        due primarily to a combination of lower group life and health claims and
        effective cost management.

        Self-funded premium equivalents decreased $132 million and $334 million
        for the second quarter and first six months of 2002 compared to the
        second quarter and first six months of 2001. The decrease was due to the
        decrease in membership and improved morbidity.

        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 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 June 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            Six Months Ended
             Operating Summary                   June 30,                     June 30,
                                         -------------------------    -------------------------
                 [Millions]                 2002          2001           2002          2001
        -----------------------------    -----------    ----------    -----------    ----------
<S>                                            <C>            <C>           <C>            <C>
        Premium income                $         38   $         38  $         84   $         90
        Fee income                              58             56           114            118
        Net investment income                  217            227           428            448
        Realized investment gains                1              1             7              7
                                         -----------    ----------    -----------    ----------
        Total revenues                         314            322           633            663

        Total benefits and expenses            259            271           525            555
        Income tax expenses                     17             17            34             37
                                         -----------    ----------    -----------    ----------
        Net income                    $         38   $         34  $         74   $         71
                                         ===========    ==========    ===========    ==========

        Deposits for investment-type
          Contracts                   $        162   $        176  $        312   $        374
        Deposits to separate                   589            686         1,388          1,642
        accounts
</TABLE>

        Net income for Financial Services increased $4 million and $3 million
        for the second quarter and first six months ended June 30, 2002 when
        compared to the same periods last year. The increase reflects an
        improvement in interest margins on guaranteed public nonprofit business.

        Savings

        Savings premiums and deposits and fees decreased $64 million (from $368
        million to $304 million) or 17% for the second quarter of 2002 when
        compared to the same period last year, and decreased $69 million (from
        $882 million to $813 million) or 8% for the first six months of 2002
        when compared to the first six months of 2001. The decreases primarily
        reflect decreases 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 $31.8 million or 0.4% from December 31,
        2001.

        The Financial Services segment's savings business experienced growth
        during the first six months of 2002. The total lives under
        administration increased 3.4% from 1,268,549 at December 31, 2001 to
        1,312,304 at June 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 $1,516.9 million at June 30, 2002 compared
        to $1,207.9 million at December 31, 2001.

        Life Insurance

        Individual life insurance deposits and premiums and fees of $141.0
        million and $245.4 million for the second quarter and first six months
        of 2002 represent an increase of $15 million or 12% and a decrease of
        $8.2 million or 3% from the same periods last year. The second quarter
        increase when compared to the prior year is primarily due to an increase
        in Business Owned Life Insurance (BOLI) separate account deposits.
        The decrease in the first six months of 2002 compared to the first six
        months of 2001 is primarily due to significant decrease in deposits for
        investment type contracts offset by a significant increase in deposits
        to separate accounts. Specifically, the small case BOLI products have
        not sold as well in 2002 due to lower fixed interest rates.

        401(k)

        401(k) premiums and deposits decreased 13% for the second quarter of
        2002 when compared to the second quarter of 2001 (from $462.4 million to
        $402.7 million). 401(k) premiums and deposits decreased 23% for the six
        months of 2002 (from $1,087.9 million to $839.8 million) when compared
        to the six months of 2001. Assets under administration (including
        third-party administration) in 401(k) decreased 7.5% during the six
        months of 2002 due to the impact of lower U.S. equity markets and
        decreasing number of participants. The number of participants decreased
        from 562,800 at June 30, 2001 to 517,057 at June 30, 2002, reflecting
        higher termination rates.

        The number of 401(k) case sales (employer groups), including third-party
        administration business generated by the Company's marketing and
        administration arrangement with New England, decreased 21% to 181 for
        the first six months of 2002 as compared to 230 for the same period in
        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 six 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 $34.3 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 $863.4 million and
        $638.4 million as of June 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 $315.7 million of repurchase
        agreements at June 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 $98.5 million and $97.0 million of commercial
        paper outstanding at June 30, 2002, and December 31, 2001, respectively.
        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>
        Subordinated
         debentures        $          $          $          $          $          $      175.0
        Related party                                                      25.0
        note
        Operating leases       15.4       26.5       22.7       19.6       16.7           35.6
                             --------   --------   --------   --------   --------   -----------
        Total contractual

          obligations      $   15.4   $   26.5   $   22.7   $   19.6   $   41.7   $      210.6
                             ========   ========   ========   ========   ========   ===========
</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 risk from December 31,
2001.


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 April 25, 2002, was filed disclosing
               the Company's first quarter results as of March 31, 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:  August 14, 2002
    --------------------------------------------------        ---------------
    Glen R. Derback, Vice President and Controller
    (Duly authorized officer and chief accounting officer)