UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

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

<S>                                                     <C>                                        <C>
For the quarterly period ended                                          March 31, 2005
                                          ----------------------------------------------------------------------------

OR

|_|    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition 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, Greenwood Village, CO 80111
                                          ----------------------------------------------------------------------------
                                                           (Address of principal executive offices)
                                                                          (Zip Code)

                                                                        [303] 737-3000
                                          ----------------------------------------------------------------------------
                                                     (Registrant's telephone number, including area code)

</TABLE>

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

    Yes             X             No
             -----------------           -----------------

Indicate by check mark whether the registrant is an accelerated filer as defined
in ss.240.12(b)-2 of this chapter.

    Yes                           No            X
             -----------------           -----------------

The public may read and copy any of the registrant's reports filed with the SEC
at the SEC's Public Reference Room, 450 Fifth Street NW, Washington DC 20549,
telephone 1-800-SEC-0330 or online at (http://www.sec.gov).

As of May 1, 2005, 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>
<CAPTION>

                                TABLE OF CONTENTS


<S>          <C>                                                                                              <C>
Part I       FINANCIAL INFORMATION                                                                            Page

             Item 1   Financial Statements                                                                     3

                      Consolidated Statements of Income                                                        3

                      Consolidated Balance Sheets                                                              4

                      Consolidated Statements of Cash Flows                                                    6

                      Consolidated Statements 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                                                                            13

             Item 3   Quantitative and Qualitative Disclosures About Market Risk                               21

             Item 4   Controls and Procedures                                                                  21

Part II      OTHER INFORMATION                                                                                 22

             Item 1   Legal Proceedings                                                                        22

             Item 6   Exhibits                                                                                 22

             Signature                                                                                         22

</TABLE>


PART I     FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS


                   GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
                        CONSOLIDATED STATEMENTS OF INCOME
                                 (In Thousands)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                         Three Months Ended
                                                                                             March 31,
                                                                                -------------------------------------
                                                                                      2005                2004
                                                                                -----------------   -----------------
<S>                                                                                    <C>                 <C>
REVENUES:
Premium (net of premiums ceded totaling $56,317
  and $328,413)                                                              $        321,971     $        76,885
Fee income                                                                            238,459             210,556
Net investment income                                                                 256,998             281,238
Net realized (losses) gains on investments                                             (8,654)             40,776
                                                                                -----------------   -----------------
     Total revenues                                                                   808,774             609,455
                                                                                -----------------   -----------------

BENEFITS AND EXPENSES:
Life and other policy benefits (net of reinsurance recoveries
  totaling $54,498 and $88,415)                                                       267,283             236,028
Increase (decrease) in reserves                                                        31,815            (201,596)
Interest paid or credited to contractholders                                          119,009             127,360
Provision for policyholders' share of earnings on participating
  business                                                                                339               4,589
Dividends to policyholders                                                             36,126              37,006
                                                                                -----------------   -----------------
     Total benefits                                                                   454,572             203,387
                                                                                -----------------   -----------------

Commissions                                                                            45,170              51,309
Operating expenses                                                                    184,400             195,770
Premium taxes                                                                           9,526               7,267
                                                                                -----------------   -----------------
     Total benefits and expenses                                                      693,668             457,733
                                                                                -----------------   -----------------

INCOME BEFORE INCOME TAXES                                                            115,106             151,722

PROVISION FOR INCOME TAXES:
   Current                                                                              7,403              63,231
   Deferred                                                                            26,933             (11,566)
                                                                                -----------------   -----------------
         Total income taxes                                                            34,336              51,665
                                                                                -----------------   -----------------

NET INCOME                                                                   $         80,770     $       100,057
                                                                                =================   =================


</TABLE>


See notes to consolidated financial statements.





                   GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
                           CONSOLIDATED BALANCE SHEETS
                      (In Thousands, Except Share Amounts)
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                             March 31,              December 31,
                                                                               2005                     2004
                                                                        --------------------    ---------------------
ASSETS
INVESTMENTS:
<S>                                                                           <C>                     <C>
  Fixed maturities available-for-sale, at fair value
   (amortized cost $13,150,995 and $12,909,455)                     $         13,226,838     $        13,215,042
  Mortgage loans on real estate (net of allowances
   of $16,255 and $30,339)                                                     1,520,289               1,543,507
  Equity investments, at fair value (cost $596,736 and
   $591,474)                                                                     648,284                 637,434
  Policy loans                                                                 3,588,586               3,548,225
  Short-term investments, available-for-sale
   (cost approximates fair value)                                                851,718                 708,801
                                                                        --------------------    ---------------------
    Total Investments                                                         19,835,715              19,653,009

OTHER ASSETS:
  Cash                                                                            94,788                 110,518
  Reinsurance receivable:
   Related party                                                               1,030,401               1,072,940
   Other                                                                         246,745                 260,409
  Deferred policy acquisition costs                                              325,234                 301,603
  Deferred ceding commission                                                      90,023                  82,648
  Investment income due and accrued                                              147,934                 159,398
  Amounts receivable related to uninsured accident
   and health plan claims (net of allowances of
   $23,565 and $22,938)                                                          134,630                 144,312
  Premiums in course of collection (net of allowances
   of $7,240 and $7,751)                                                         120,269                  95,627
  Deferred income taxes                                                          163,699                 138,845
  Securities pledged to creditors                                                172,952                 340,755
  Due from GWL&A Financial Inc.                                                   33,778                  55,915
  Other assets                                                                   544,192                 494,515
SEPARATE ACCOUNT ASSETS                                                       13,707,968              14,155,397
                                                                        --------------------    ---------------------

TOTAL ASSETS                                                        $         36,648,328     $        37,065,891
                                                                        ====================    =====================




</TABLE>



See notes to consolidated financial statements.




                   GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
                           CONSOLIDATED BALANCE SHEETS
                      (In Thousands, Except Share Amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                             March 31,              December 31,
                                                                               2005                     2004
                                                                        --------------------    ---------------------

LIABILITIES AND STOCKHOLDER'S EQUITY
POLICY BENEFIT LIABILITIES:
<S>                                                                 <C>                      <C>
  Policy reserves                                                   $         18,254,041     $        17,942,319
  Policy and contract claims                                                     385,078                 360,862
  Policyholders' funds                                                           310,340                 327,409
  Provision for policyholders' dividends                                         116,067                 118,096
  Undistributed earnings on participating business                               184,494                 192,878

GENERAL LIABILITIES:
  Due to The Great-West Life Assurance Company                                    31,362                  26,659
  Due to GWL&A Financial Inc.                                                    199,120                 194,164
  Repurchase agreements                                                          654,441                 563,247
  Commercial paper                                                                94,040                  95,044
  Payables under securities lending agreements                                   179,487                 349,913
  Other liabilities                                                              585,100                 695,542
SEPARATE ACCOUNT LIABILITIES                                                  13,707,968              14,155,397
                                                                        --------------------    ---------------------
    Total Liabilities                                                         34,701,538              35,021,530
                                                                        --------------------    ---------------------

COMMITMENTS AND CONTINGENCIES

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                                                     726,554                 725,935
  Accumulated other comprehensive income                                          35,870                 118,795
  Retained earnings                                                            1,177,334               1,192,599
                                                                        --------------------    ---------------------
    Total Stockholder's Equity                                                 1,946,790               2,044,361
                                                                        --------------------    ---------------------

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                          $         36,648,328     $        37,065,891
                                                                        ====================    =====================
</TABLE>







See notes to consolidated financial statements.




                   GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                                     Three Months Ended
                                                                                         March 31,
                                                                        ---------------------------------------------
                                                                               2005                     2004
                                                                        --------------------    ---------------------
OPERATING ACTIVITIES:
<S>                                                                 <C>                      <C>
  Net income                                                        $           80,770       $         100,057
  Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
   Earnings allocated to participating policyholders                               339                   4,589
   Amortization of investments                                                 (20,985)                 (5,766)
   Net realized losses (gains) on investments                                    8,654                 (40,776)
   Depreciation and amortization                                                15,005                  35,486
   Deferral of acquisition costs                                               (11,506)                (13,077)
   Deferred income taxes                                                        26,933                 (11,566)
  Changes in assets and liabilities:
   Policy benefit liabilities                                                   36,516                (195,404)
   Reinsurance receivable                                                       56,203                  40,394
   Accrued interest and other receivables                                       (3,496)                 20,120
   Other, net                                                                 (176,137)                (45,183)
                                                                        --------------------    ---------------------

    Net cash provided by (used in) operating activities                         12,296                (111,126)
                                                                        --------------------    ---------------------

INVESTING ACTIVITIES:
  Proceeds from sales, maturities, and redemptions of investments: Fixed
   maturities available-for-sale:
    Sales                                                                      636,910               2,431,616
    Maturities and redemptions                                               3,429,427                 804,709
   Mortgage loans on real estate                                                73,026                  61,613
   Equity investments                                                            8,041                  10,219
  Purchases of investments:
   Fixed maturities available-for-sale                                      (4,278,186)             (2,890,470)
   Mortgage loans on real estate                                               (40,780)                 (1,252)
   Equity investments                                                          (13,298)               (104,883)
  Net change in short-term investments                                        (142,917)               (178,167)
  Other, net                                                                   (29,587)               (133,439)
                                                                        --------------------    ---------------------

    Net cash used in investing activities                           $         (357,364)      $             (54)
                                                                        --------------------    ---------------------







                                                                                                    (Continued)
</TABLE>







                   GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                     Three Months Ended
                                                                                      Ended March 31,
                                                                        ---------------------------------------------
FINANCING ACTIVITIES:                                                          2005                     2004
                                                                        --------------------    ---------------------
<S>                                                                 <C>                      <C>
  Contract withdrawals, net of deposits                             $         298,365        $       (140,941)
  Change in due to The Great-West Life Assurance
   Company                                                                      4,703                    (664)
  Change in due to/from GWL&A Financial Inc.                                   27,093                  25,710
  Dividends paid                                                              (96,035)                    -
  Change in bank overdrafts                                                     5,022                 (16,693)
  Net commercial paper repayments                                              (1,004)                 (4,272)
  Net repurchase agreements borrowings                                         91,194                 171,971
                                                                        --------------------    ---------------------

    Net cash provided by financing activities                                 329,338                  35,111
                                                                        --------------------    ---------------------

NET DECREASE IN CASH                                                          (15,730)                (76,069)

CASH, BEGINNING OF PERIOD                                                     110,518                 188,329
                                                                        --------------------    ---------------------

CASH, END OF PERIOD                                                 $          94,788        $        112,260
                                                                        ====================    =====================


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

  Cash paid during the period for:
   Income taxes                                                     $         (7,064)        $           14,701
   Interest                                                                       645                     3,732






See notes to consolidated financial statements.                                                     (Concluded)


</TABLE>






                   GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
                 CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
                    FOR THE THREE MONTHS ENDED MARCH 31, 2005
                    (In Thousands, Except Share Unit Amount)
                                   (Unaudited)

<TABLE>
<CAPTION>



                                                                                          Accumulated Other
                                                                                    Comprehensive Income (Loss)
                                                                                  -------------------------------
                                                                                  Unrealized    Minimum
                                    Preferred Stock    Common Stock   Additional     Gains      Pension
                               --------------------- ----------------  Paid-in    (Losses) on   Liability     Retained
                                Shares    Amount   Shares    Amount    Capital    Securities    Adjustment    Earnings      Total
                               --------   ------- --------   -------  ----------  ------------  -----------   ----------  ----------
<S>               <C>               <C> <C>         <C>    <C>       <C>         <C>           <C>          <C>         <C>
BALANCES, JANUARY 1, 2005           0   $     0     7,032  $  7,032  $  725,935  $  133,546    $  (14,751)  $ 1,192,599 $ 2,044,361

  Net income                                                                                                     80,770      80,770
  Other comprehensive income                                                         (82,766)        (159)                  (82,925)
                                                                                                                          ----------
   Total comprehensive income                                                                                                (2,155)
                                                                                                                          ----------
  Dividends                                                                                                     (96,035)    (96,035)
  Income tax benefit on stock
   compensation                                                             619                                                 619

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

BALANCES, MARCH 31, 2005            0   $     0     7,032  $  7,032  $  726,554  $    50,780   $  (14,910)  $ 1,177,334 $ 1,946,790
                               ========   ======= ========   =======  ==========  ============  ===========   ==========  ==========
</TABLE>




See notes to consolidated financial statements.





                   GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (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 notes 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 financial position and the results of
         operations at and for the periods indicated. 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, 2004.

         Operating results for the three months ended March 31, 2005 are not
         necessarily indicative of the results that may be expected for the full
         year ending December 31, 2005.

         Great-West Lifeco Inc. ("Lifeco"), of which the Company is an indirect
         wholly-owned subsidiary, has a stock option plan (the "Plan") that
         provides for the granting of options on its common shares to certain of
         its officers and employees and those of its subsidiaries, including the
         Company. The Company accounts for options granted under the plan in
         accordance with the recognition and measurement principles of
         Accounting Principles Board Opinion 25 "Accounting for Stock Issued to
         Employees," ("APB No. 25") and related interpretations. Refer to Note 2
         - New Accounting Pronouncements regarding changes to the accounting for
         options. No stock-based employee compensation cost is reflected in net
         income, as all options granted under the plan had an exercise price
         equal to the market value of the underlying common stock on the date of
         grant. The following table illustrates the effect on net income if the
         Company had applied the fair value recognition provisions of Financial
         Accounting Standards Board ("FASB") Statement No. 123, "Accounting for
         Stock-Based Compensation" ("SFAS No. 123") as revised by Statement of
         Financial Accounting Standards No. 123R "Share-Based Payment" ("SFAS
         No. 123R"), to stock-based employee compensation.

<TABLE>
<CAPTION>

                                                                 Three Months Ended March 31,
                                                          -------------------------------------------
         Proforma Disclosure                                    2005                    2004
         ---------------------------------------------    ------------------    ---------------------
<S>                                                    <C>                   <C>
          Net income as reported                       $        80,770       $          100,057
          Less  compensation  for fair value of
             stock options net of related tax
             effects                                               841                    1,020
                                                          ------------------    ---------------------
          Proforma net income                          $        79,929       $           99,037
                                                          ==================    =====================
</TABLE>

         Certain reclassifications have been made to the 2004 consolidated
         financial statements to conform to the 2005 presentation. These changes
         in classification had no effect on previously reported stockholder's
         equity or net income.

2.       NEW ACCOUNTING PRONOUNCEMENTS

         In  December  2004,  SFAS No.  123R was issued by the FASB.  SFAS No.
         123R is a revision of SFAS No. 123 and supersedes  APB No. 25. SFAS No.
         123R  requires  that  compensation  cost  relating  to  share-based
         payment transactions  be  recognized  in  financial  statements  based
         on the fair  value of the  equity  instruments issued.  The Company
         will be required  to adopt SFAS No.  123R on January 1, 2006.
         Previously,  the Company elected  to only  disclose  the  impact of
         recording  the fair  value of stock  options  in the notes to its
         consolidated  financial  statements.  The adoption of SFAS No. 123R
         is not expected to have a material effect on the Company's consolidated
         financial position or results of its operations.

         In January 2004, the FASB issued Emerging Issues Task Force ("EITF")
         Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and Its
         Application to Certain Investments" ("EITF 03-1"). EITF 03-1 provides
         guidance on the disclosure requirements, which were effective as of
         December 31, 2003, for other-than-temporary impairments of debt and
         marketable equity investments that are accounted for under SFAS No.
         115, "Accounting for Certain Investments in Debt and Equity Securities"
         ("SFAS 115"). EITF 03-1 also included guidance on the measurement and
         recognition of other-than-temporary impairments of certain investments,
         which was originally going to be effective during the quarter ended
         September 30, 2004. However, in response to various concerns raised by
         financial statement preparers and others, the measurement and
         recognition provisions of EITF 03-1 were delayed. The staff of the FASB
         is currently evaluating the guidance of EITF 03-1 in the context of
         developing implementation guidance for its measurement and recognition
         provisions. The Company is continuing to evaluate potential
         other-than-temporary impairments under SFAS 115 and Securities and
         Exchange Commission Staff Accounting Bulletin Topic 5-M, "Other Than
         Temporary Impairment Of Certain Investments In Debt and Equity
         Securities." Due to the current uncertainty as to the implementation
         guidance for EITF 03-1 by the FASB staff, the Company is unable to
         evaluate the impact EITF 03-1 will ultimately have on its financial
         position or results of its operations.

3.       RELATED-PARTY TRANSACTIONS

         On August 31, 2003, the Company and The Canada Life Assurance Company
         ("CLAC"), an affiliate, entered into an Indemnity Reinsurance Agreement
         pursuant to which the Company reinsured 80% (45% coinsurance and 35%
         coinsurance with funds withheld) of certain United States life, health
         and annuity business of CLAC's United States branch.

         On February 29, 2004, CLAC recaptured the group life and health
         business from the Company associated with the original Indemnity
         Reinsurance Agreement dated August 31, 2003. The Company recorded an
         income statement impact of $256,000 of negative premium income and
         change in reserves associated with these policies. The Company
         recorded, at fair value, the following at February 29, 2004 as a result
         of this transaction:

<TABLE>
<CAPTION>

         Assets                                                   Liabilities and Stockholder's Equity
         -------------------------------------------------------  --------------------------------------------------
<S>                                        <C>                                                   <C>
         Cash                              $         (126,105)    Policy reserves                $       (286,149)
         Reinsurance receivable                      (152,077)    Policy and contract claims              (32,755)
         Deferred ceding commission                   (29,831)    Policyholders' funds                     (3,982)
         Premiums in course of
           collection                                 (14,873)
                                              ------------------                                   -----------------
                                           $         (322,886)                                   $       (322,886)
                                              ==================                                   =================
</TABLE>

         On November 15, 2004, the Company issued a surplus note to its parent
         company, GWL&A Financial Inc. ("GWL&A Financial") with a face amount of
         $195,000 and a carrying amount of $194,167 and $194,164 at March 31,
         2005 and December 31, 2004, respectively. The surplus note bears
         interest at the rate of 6.675% per annum, payable in arrears on each
         May 14 and November 14, and matures on November 14, 2034. On December
         16, 2004, the Company used the proceeds from the sale of the surplus
         note to redeem its $175,000 subordinated note payable to GWL&A
         Financial and for general corporate purposes.

         The Company's separate accounts offer Maxim Profile I and II, which are
         portfolios offered by Maxim Series Fund, Inc., a subsidiary of the
         Company. Beginning in February 2005, these Maxim Series Fund, Inc.
         portfolios purchased guaranteed interest annuity contracts issued by
         the Company in the amount of $312 million. As the general account
         investment contracts owned by Maxim Series Fund, Inc. are also included
         in the separate account balances, the Company has reduced the separate
         account assets and liabilities to avoid the overstatement of asset and
         liabilities in its consolidated balance sheet.

4.       REINSURANCE

         In addition to the Indemnity Reinsurance Agreement with CLAC (see Note
         3 above), the Great-West Healthcare division of the Company and Allianz
         Risk Transfer (Bermuda) Limited ("Allianz") have a reinsurance
         agreement to cede 75% in 2004 and 40% in 2005 of direct written group
         health stop-loss and excess loss activity.

5.       IMPAIRMENT OF FIXED MATURITIES AND EQUITY INVESTMENTS

         The Company classifies all of its fixed maturities and equity
         investments as available-for-sale and marks them to market through
         other comprehensive income. All securities with gross unrealized losses
         at the consolidated balance sheet date are subjected to the Company's
         process for identifying other-than-temporary impairments.

         The Company writes down to fair value securities that it deems to be
         other-than-temporarily impaired in the period the securities are deemed
         to be so impaired. The Company records writedowns as investment losses
         and adjusts the cost basis of the securities accordingly. The Company
         does not change the revised cost basis for subsequent recoveries in
         value.

         During the three months ended March 31, 2005 and 2004, the Company
         recorded other-than-temporary impairments in the fair value of its
         fixed maturity investments of $4.2 million and $3.0 million,
         respectively. No impairments were recorded on equity securities for
         either of the periods ended March 31, 2005 or 2004.

6.       COMPONENTS OF NET PERIODIC BENEFIT COST

         The cost of employee benefit plans included in operating expenses is as
         follows:

<TABLE>
<CAPTION>


                                                                      Three Months Ended March 31,
                                                         -------------------------------------------------------
                                                            2005           2004           2005           2004
                                                         ------------   -----------    -----------    -----------
                                                                                           Post-Retirement
                                                             Pension Benefits                Medical Plan
                                                         --------------------------    -------------------------
<S>                                                    <C>            <C>           <C>            <C>
         Service cost                                  $     2,150    $     2,144   $        808   $       722
         Interest cost                                       3,695          3,329            742           684
         Expected return on plan assets                     (3,902)        (3,733)            -             -
         Amortization of transition obligation                (379)          (379)            -             -
         Amortization of unrecognized prior
          service cost                                         158            158           (178)         (178)
         Amortization of gain from earlier
           periods                                           1,114            688            164           166
                                                         ------------   -----------    -----------    -----------
         Net periodic cost                             $     2,836    $     2,207   $      1,536   $     1,394
                                                         ============   ===========    ===========    ===========
</TABLE>

         The Company does not expect to make contributions to its pension plan
         in 2005.

7.       SEGMENT INFORMATION

         The Company has two reportable business segments: Great-West Healthcare
         and Financial Services. The Great-West Healthcare segment markets group
         life and health insurance to corporate employers. The Financial
         Services segment markets and administers savings products to public and
         not-for-profit employers, corporations, and individuals and offers life
         insurance products to individuals and businesses. The Company's
         reportable segments are strategic business units that offer different
         products and services. They are managed separately as each segment has
         unique distribution channels.

         The following table summarizes the financial results of the Company's
         Great-West Healthcare segment for the three months ended March 31, 2005
         and 2004:

<TABLE>
<CAPTION>


                                                                  Three Months Ended March 31,
                                                              -------------------------------------
                                                                   2005                 2004
                                                              ----------------    -----------------
<S>                                                        <C>                 <C>
         Premiums                                          $       186,488     $       (60,371)
         Fee income                                                165,607             144,102
         Net investment income                                      13,455              16,388
         Net realized gains on investments                             731               6,660
                                                              ----------------    -----------------
         Total revenues                                            366,281             106,779
                                                              ----------------    -----------------

         Benefits and expenses                                     307,094              38,483
         Income tax expense                                         18,299              23,026
                                                              ----------------    -----------------
         Net income                                        $        40,888     $        45,270
                                                              ================    =================

         The following table summarizes the financial results of the Company's
         Financial Services segment for the three months ended March 31, 2005
         and 2004:

                                                                    Three Months Ended March 31,
                                                                 ------------------------------------
                                                                      2005                2004
                                                                 ----------------    ----------------
         Premiums                                            $       135,483      $      137,256
         Fee income                                                   72,852              66,454
         Net investment income                                       243,543             264,850
         Net realized gains (losses) on investments                   (9,385)             34,116
                                                                 ----------------    ----------------
         Total revenues                                              442,493             502,676

         Benefits and expenses                                       386,574             419,250
         Income tax expense                                           16,037              28,639
                                                                 ----------------    ----------------
         Net income                                          $        39,882      $       54,787
                                                                 ================    ================
</TABLE>


8.       OTHER

         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 consolidated financial
         position or results of operations.


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         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 its
         products, investment spreads or yields, or the earnings or
         profitability of its 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 its 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 March 31, 2005, compared with December 31, 2004, and its
         results of operations for the three months ended March 31, 2005,
         compared with the same period in 2004. The discussion should be read in
         conjunction with the Management's Discussion and Analysis of Financial
         Condition and Results of Operations section included in the Company's
         report on Form 10-K for the year ended December 31, 2004, to which the
         reader is directed for additional information.

<TABLE>
<CAPTION>

                                                                              Three Months Ended
                                                                                   March 31,
                            Operating Summary                         -----------------------------------
                              (In millions)                                2005               2004
         ---------------------------------------------------------    ---------------    ----------------
<S>                                                                <C>                <C>
         Premiums                                                  $        322       $         77
         Fee income                                                         239                211
         Net investment income                                              257                281
         Net realized gains (losses) on investments                          (9)                41
                                                                      ---------------    ----------------
         Total revenues                                                     809                610

         Benefits and expenses                                              694                458
         Income tax expense                                                  34                 52
                                                                      ---------------    ----------------
         Net income                                                $         81       $        100
                                                                      ===============    ================

         Deposits for investment-type contracts (1)                $        701       $        135
         Deposits to separate accounts                                      561                536
         Self-funded premium equivalents                                  1,151              1,165

</TABLE>

         (1)  Includes $312 million and $0 at March 31, 2005 and 2004,
              respectively, of the Company's guaranteed interest annuity
              contracts purchased by Maxim Series Fund, Inc. portfolios as
              discussed in Note 3 to the accompanying consolidated financial
              statements.

<TABLE>
<CAPTION>


                              Balance Sheet                              March 31,            December 31,
                              (In millions)                                 2005                  2004
         --------------------------------------------------------    -------------------    ------------------
<S>                                                               <C>                    <C>
         Investment assets                                        $        19,836        $        19,653
         Separate account assets (2)                                       13,708                 14,155
         Total assets                                                      36,648                 37,066
         Total policy benefit liabilities                                  19,250                 18,942
         Due to Great-West Life Assurance Company                              31                     27
         Due to GWL&A Financial Inc., net                                     165                    138
         Total stockholder's equity                                         1,947                  2,044

</TABLE>

         (2)  Excludes $312 million and $0 at March 31, 2005 and 2004,
              respectively, of the Company's guaranteed interest annuity
              contracts purchased by Maxim Series Fund, Inc. portfolios as
              discussed in Note 3 to the accompanying consolidated financial
              statements.

         CONSOLIDATED RESULTS

         Three months ended March 31, 2005 compared with the three months ended
         March 31, 2004

         The Company's consolidated net income decreased by $19 million or 19%
         for the three months ended March 31, 2005 when compared to the
         corresponding period of the preceding year. The decrease in net income
         is primarily the result of realized investment losses and a decrease in
         investment income offset by increased fee revenue. The net income
         decrease reflects a $4 million decrease in the Great-West Healthcare
         segment and a $15 million decrease in the Financial Services segment.

         Premium income increased $245 million for the first quarter of 2005
         when compared to the same period of the preceding year. This increase
         is primarily a result of the February 29, 2004, Canada Life Assurance
         Company ("CLAC") recapture of certain group life and health insurance
         business previously ceded to the Company (see Note 3 to the
         accompanying consolidated financial statements). The Company recorded
         an income statement impact of $256 million in negative premium revenues
         and a corresponding change in reserves related to the recaptured
         policies.

         Fee income increased $28 million or 13% for the first quarter of 2005
         when compared to the same period of the preceding year. This increase
         is primarily the result of increases in Healthcare membership and
         Great-West Retirement Services participant accounts, which increased by
         2% and 5%, respectively, when compared to the first quarter of 2004.

         Net investment income decreased $24 million or 9% for the first quarter
         of 2005 when compared to the same period of the preceding year. This
         decrease is a result of losses in the embedded derivative associated
         with a reinsurance receivable from CLAC (see Item 3). Excluding the
         effects of the embedded derivative, net investment income would have
         increased 3% primarily due to increases in total investment assets.

         During the first quarter of 2005, the Company incurred a net realized
         loss of $9 million on investments, a decrease of $50 million when
         compared to a net realized gain of $41 million for the same period of
         the preceding year.

         Benefits and expenses increased by $236 million the first quarter of
         2005 when compared to the first quarter of 2004. The increase in
         benefits and expenses is primarily the result of the aforementioned
         $256 million change in reserves in 2004 resulting from the CLAC
         reinsurance recapture offset by a 2005 decrease in reserves in the
         Financial Services segment.

         Income tax expense decreased by $18 million or 35% for the first
         quarter of 2005 when compared to the same period in 2004 primarily due
         to the decrease in pretax income. In evaluating its results of
         operations, the Company 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. These
         amounts approximate the additional premiums, which would have been
         earned under such contracts if they had been written as traditional
         indemnity or HMO programs.

         Deposits to investment-type contracts increased by $566 million during
         the first quarter of 2005 when compared to the same period of 2004.
         This increase is primarily attributable to the purchase of $312 million
         of the Company's guaranteed interest annuity contracts by the Maxim
         Series Fund, Inc. portfolios as discussed in Note 3 to the accompanying
         consolidated financial statements.

         Deposits for separate accounts increased $25 million or 5% for the
         first quarter of 2005 when compared to the first quarter of 2004. The
         increase is due primarily to an increase in sales in the Great-West
         Retirement Services block of business.

         The segment information below discusses the reasons for these changes.

         SEGMENT RESULTS

         Great-West Healthcare

         Three months ended March 31, 2005 compared with the three months ended
         March 31, 2004

         The following is a summary of certain financial data of the Great-West
         Healthcare segment:

<TABLE>
<CAPTION>

                                                                          Three Months Ended
                                                                              March 31,
                          Operating Summary                        ----------------------------------
                             (In millions)                             2005                2004
         ------------------------------------------------------    --------------     ---------------
<S>                                                             <C>               <C>
         Premiums                                               $        186      $         (60)
         Fee income                                                      166                144
         Net investment income                                            13                 16
         Net realized gains on investments                                 1                  7
                                                                   --------------     ---------------
         Total revenues                                                  366                107

         Total benefits and expenses                                     307                 39
         Income tax expenses                                              18                 23
                                                                   --------------     ---------------
         Net income                                             $         41      $          45
                                                                   ==============     ===============

         Self-funded premium equivalents                        $      1,151      $       1,165
</TABLE>

         Earnings for the first quarter of 2005 were $41 million, which is a
         decline of 9% compared to the same period of the preceding year due
         primarily to lower net realized gains on investments. Enhanced product
         design, increased persistency, and decreased strain from first year
         business improved loss ratios, which enhanced morbidity results.

         Excluding premium and fee income of negative $209 million associated
         with the 2004 Canada Life activity and the Allianz reinsurance cession,
         premium and fee income increased $34 million or 9% for the three months
         ended March 31, 2005 when compared to the same period of the preceding
         year. The increase is primarily due to an increase in membership from
         March 31, 2004 to March 31, 2005 combined with the results of the new
         pharmacy benefits management ("PBM") contract, which has increased PBM
         participation. Membership at March 31, 2005 of 1.914 million increased
         2% from 1.880 million members at March 31, 2004. The operating results
         for the three months ended March 31, 2005 reflect a 5% decline from the
         December 31, 2004 membership of 2.021 million resulting from
         terminations during the period.

         Canada Life premiums of negative $209 million during the three months
         ended March 31, 2004 are primarily the result of $256 million of
         premiums related to a recapture of life and health premiums by CLAC
         associated with the original Indemnity Reinsurance Agreement dated
         August 31, 2003, offset by $47 million of normal business activity
         recorded prior to the February 29, 2004 recapture.

         Excluding benefits and expenses associated with the 2004 Canada Life
         activity and the Allianz reinsurance cession, Healthcare segment
         benefits and expenses increased $31 million or 10% for the three months
         ended March 31 2005 when compared to the same period in the preceding
         year. The increase is due primarily to higher membership combined with
         customers electing enhanced insurance coverage.

         Financial Services

         Three months ended March 31, 2005 compared with the three months ended
         March 31, 2004

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

<TABLE>
<CAPTION>

                                                                          Three Months Ended
                                                                               March 31,
                           Operating Summary                       ----------------------------------
                             (In millions)                              2005               2004
         ------------------------------------------------------    ---------------    ---------------
<S>                                                             <C>                <C>
         Premiums                                               $        135       $        137
         Fee income                                                       73                 67
         Net investment income                                           244                265
         Net realized gains (losses) on investments                      (10)                34
                                                                   ---------------    ---------------
         Total revenues                                                  442                503

         Total benefits and expenses                                     386                420
         Income tax expenses                                              16                 28
                                                                   ---------------    ---------------
         Net income                                             $         40       $         55
                                                                   ===============    ===============

         Deposits for investment-type contracts                 $        701       $        135
         Deposits to separate accounts                                   561                536
</TABLE>

         Net income for the Financial Services segment decreased by $15 million
         or 27% during the first quarter of 2005 when compared to the same
         period of the preceding year. The decrease is primarily due to net
         realized investment losses in 2005 as compared to realized gains in
         2004 and a decrease in net investment income.

         Total premiums including deposits to investment-type contracts and
         deposits to separate accounts increased $589 million or 73% during the
         three months ended March 31, 2005 when compared to the same period in
         the preceding year. The increase is primarily within the Retirement
         Services area. The Company's segregated funds offer Maxim Profile I and
         II portfolios, which are portfolios offered by Maxim Series Fund, Inc.,
         a subsidiary of the Company. Beginning in February 2005, these Maxim
         Series Fund, Inc. Portfolios purchased guaranteed interest annuity
         contracts issued by the Company in the amount of $312 million, which is
         included in deposits for investment-type contracts.

         Fee income has increased by $6 million or 9% during the first quarter
         of 2005 when compared to the same period of 2004. Retirement products
         variable asset-based fees fluctuate with fluctuations in the
         participant account values. Account values change due to cash flow and
         unrealized market gains and losses associated with fluctuations in the
         United States equities market.

         Investment income decreased by $21 million or 8% during the first
         quarter of 2005 when compared to the same period of 2004 primarily as a
         result of losses in the embedded derivative associated with a
         reinsurance receivable from CLAC (see Item 3).

         Total benefits and expenses have decreased by $34 million or 8% during
         the first quarter of 2005 when compared to the same period of 2004 due
         to a decrease in the change in reserves in the individual insurance
         business and a decrease in the interest paid or credited to
         contractholders due to a decrease in the average crediting rate.

         Retirement participant accounts, including third party administration
         and institutional accounts, increased by 5% during the three months
         ended March 31, 2005 from 2.498 million at December 31, 2004 to 2.622
         million at March 31, 2005. The Company acquired Metavante 401(k)
         Services, Inc. on January 1, 2005 and renamed it EMJAY Retirement Plan
         Services, Inc. ("EMJAY RPS"). The acquisition has added approximately
         60,000 retirement participant accounts from 4,000 plan sponsors in the
         small and mid-market area to the Great-West Retirement Services block
         of business. During the first quarter of 2005, the Company began the
         process of integrating the operations of EMJAY RPS with its
         recordkeeping business with completion scheduled for December 2005.

         GENERAL ACCOUNT INVESTMENTS

         The Company's primary investment objective is to acquire assets with
         duration and cash flow characteristics reflective of its 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 ensure that even under 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 range
         of possible market changes upon investments and policyholder benefits,
         the Company works to ensure 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, government bonds, and mortgage-backed and asset-backed
         securities. The Company's strategy related to mortgage-backed and
         asset-backed securities is to focus on those investments with low
         prepayment risk and minimal credit risk. The Company does not invest in
         higher-risk collateralized mortgage obligations 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 enhanced 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.

         The rating distribution of the Company's fixed maturity portfolio is
         summarized as follows:

<TABLE>
<CAPTION>
                                                                    March 31,                 December 31,
                                                                      2005                        2004
                                                              ----------------------     -----------------------
<S>                                                                   <C>                         <C>
         AAA                                                          57.5      %                 56.9      %
         AA                                                            7.6      %                  8.2      %
         A                                                            15.6      %                 15.6      %
         BBB                                                          16.5      %                 16.7      %
         BB and below (non-investment grade)                           2.8      %                  2.6      %
                                                              -----------------          ------------------
                                TOTAL                                100.0      %                100.0      %
                                                              =================          ==================
</TABLE>

         During the three months ended March 31, 2005, net unrealized losses on
         fixed maturities and equity investments included in stockholder's
         equity, which is net of policyholder-related amounts and deferred
         income taxes, decreased stockholder's equity by $83 million.

         Impairment Of Fixed Maturities And Equity Investments

         The Company classifies all of its fixed maturities and equity
         investments as available-for-sale and marks them to market through
         other comprehensive income. All securities with gross unrealized losses
         at the consolidated balance sheet date are subjected to the Company's
         process for identifying other-than-temporary impairments.

         The Company writes down to fair value securities that it deems to be
         other-than-temporarily impaired in the period the securities are deemed
         to be so impaired. The Company records writedowns as investment losses
         and adjusts the cost basis of the securities accordingly. The Company
         does not change the revised cost basis for subsequent recoveries in
         value.

         During the three months ended March 31, 2005 and 2004, the Company
         recorded other-than-temporary impairments in the fair value of its
         fixed maturity investments of $4.2 million and $3.0 million,
         respectively. No impairments were recorded on equity securities for
         either of the periods ended March 31, 2005 or 2004.

         CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         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 its 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 -The Company's liability for policy
         reserves is the largest liability included in its consolidated balance
         sheets. This liability represented 53.7% and 52.2% of total liabilities
         at March 31, 2005 and December 31, 2004, respectively. 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. If actual experience is different than estimated,
         adjustments to such reserves may be required. Annuity contract reserves
         without life contingencies are established at the contractholder's
         account value.

         Reinsurance - The Company enters into reinsurance transactions as both
         a provider and a purchaser of reinsurance. Policy reserves ceded to
         other insurance companies are carried as reinsurance receivable on the
         Company's consolidated balance sheets. 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. Ceded reinsurance
         contracts do not relieve the Company from its obligations to
         policyholders. Failure of reinsurers to honor their obligations under
         these contracts 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 defaults. 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 $3.5 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 the Company's prior experience.

         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
         amounts receivable related to uninsured accident and health plan claims
         paid on behalf of policyholders, premiums in course of collection and
         to absorb credit losses on its impaired mortgage loans. Management's
         judgment is based on past loss experience and current and projected
         economic conditions and, as relates to mortgages, extensive situational
         analysis of each individual loan. The measurement of impaired loans is
         based on the fair value of the collateral. Because receivables from
         policyholders are not subject to concentration in individual companies,
         general economic trends and the Company's operating practices can
         impact the adequacy of allowances for such receivables. Individual
         mortgage and related collateral characteristics have a more pronounced
         impact on the ultimate adequacy of the allowance for mortgage loans.

         Deferred Policy Acquisition Costs

         Policy acquisition costs, which primarily consist of sales commissions
         and costs associated with the Company's sales representatives related
         to the production of new business, have been deferred to the extent
         deemed recoverable. These costs are variable in nature and are
         dependent upon sales volume. Deferred costs associated with the annuity
         products are 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

         A large portion of the Company's invested assets is stated at fair
         value in its consolidated balance sheets based on quoted market prices.
         However, when such information is not available, fair value is
         estimated. The estimated fair values of financial instruments have been
         determined using available information and established valuation
         methodologies. However, considerable judgment 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. At March 31, 2005,
         assets representing approximately 39% of the fair value of fixed
         maturity investments are valued using these types of estimates.

         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.

         New Accounting Pronouncements

         See Note 2 to the accompanying consolidated financial statements for a
         discussion of new accounting pronouncements that the Company has
         recently adopted or will be adopting in the future.

         LIQUIDITY AND CAPITAL RESOURCES

         Liquidity refers to a company's ability to generate sufficient cash
         flows to meet the needs of its operations. The Company manages its
         operations to ensure stable, reliable and cost-effective sources of
         cash flows to meet all of its obligations.

         The principal sources of the Company's liquidity are premium and
         annuity considerations, investment and fee income and investment
         maturities and sales. The principal uses of the Company's liquidity
         relate to benefit payments, claim payments, payments to policy and
         contract holders in connection with surrenders and withdrawals,
         purchase of investments, commissions and general and administrative
         expenses.

         The Company's operations have liquidity requirements that vary amongst
         its 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
         and utilizing cash flows from operations. Liquidity for the Company has
         remained strong, as evidenced by significant amounts of short-term
         investments and cash that totaled $946.5 million and $819.3 million as
         of March 31, 2005 and December 31, 2004, respectively. In addition, as
         of March 31, 2005 and December 31, 2004, 97% of the bond portfolio
         carried an investment grade rating, thereby providing significant
         liquidity to the Company's overall investment portfolio.

         Funds provided by 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
         sources of the funds that may be required in such situations include
         the issuance of commercial paper and equity securities. Management
         believes that the liquidity profile of its assets is sufficient to
         satisfy the liquidity requirements of reasonably foreseeable scenarios.

         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 $94.0 million and $95.0 million of commercial
         paper outstanding at March 31, 2005 and December 31, 2004,
         respectively. The commercial paper has been given a rating of A-1+ by
         Standard & Poor's Rating Services and a rating of P-1 by Moody's
         Investors Services, each being the highest rating available.

         Capital resources provide protection for policyholders and 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.

Item 3.  QUANTITATIVE AND QUALITIVE 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 these products' liability 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 may also manage risk from time to time with interest rate
         derivatives such as interest rate caps that would produce investment
         income if interest rates rise above the level specified in the cap.
         These derivatives are only used to reduce interest rate 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.

         As a result of the coinsurance with funds withheld element of the
         Company's reinsurance of business of CLAC's United States branch, it
         has recorded a derivative financial instrument to account for the
         different credit risks and other characteristics of the reinsurance
         receivable and the investment assets of CLAC that underlie that
         receivable. This derivative is carried at fair value and changes in
         fair value are included in net investment income as a non-cash charge
         or credit. Therefore, the Company's operating results are exposed to
         volatility, reflecting changes in the fair value of the underlying
         investment portfolio, which is exposed to interest rate, market and
         credit risk. A loss in the amount of $7.2 million and a gain in the
         amount of $2.7 million, net of offsetting changes in deferred ceding
         commissions and income taxes, were included in net income for the three
         months ended March 31, 2005 and 2004, respectively, as a result of this
         embedded derivative.

Item 4.  CONTROLS AND PROCEDURES

         Based on their evaluation as of March 31, 2005, the Chief Executive
         Officer and the Chief Financial Officer have concluded that the
         Company's disclosure controls and procedures are effective at the
         reasonable assurance level in ensuring that information relating to the
         Company and its subsidiaries which is required to be disclosed in
         reports filed under the Securities Exchange Act of 1934 is (i)
         recorded, processed, summarized and reported in a timely manner; and is
         (ii) accumulated and communicated to the Company's senior management,
         including the President and Chief Executive Officer and the Executive
         Vice President and Chief Financial Officer, so that timely decisions
         may be made regarding disclosure.

         The Chief Executive Officer and Chief Financial Officer hereby confirm
         that there were no significant changes in the Company's internal
         control over financial reporting that occurred during the Company's
         most recent fiscal quarter that have materially affected, or are
         reasonably likely to materially affect, the registrant's internal
         control over financial reporting.

PART II - OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

         There are no material pending legal proceedings to which the Company or
         any of its subsidiaries are a party or of which any of their property
         is the subject.

Item 6.  EXHIBITS

<TABLE>
<CAPTION>

                  Index to Exhibits

                      Exhibit Number                                Title                               Page
                  ------------------------    --------------------------------------------------     -----------

<S>                        <C>                     <C>                                                   <C>
                           31.1               Rule 13a-14(a)/15d-14(a) Certification                     23

                           31.2               Rule 13a-14(a)/15d-14(a) Certification                     24

                            32                18 U.S.C. 1350 Certification                               25

</TABLE>


SIGNATURE

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.

<TABLE>
<CAPTION>

        GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

<S>        <C>                                                                                           <C>
BY:       /s/Glen R. Derback                                                    DATE:            May 13, 2005
          ---------------------------------------------------------------------           ---------------------------
          Glen R. Derback, Senior Vice President and Controller
          (Duly authorized officer and chief accounting officer)

</TABLE>