Rule 497(e)
File Nos. 33-82610
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
MAXIM SERIES ACCOUNT
Supplement dated February 5, 1999 to the
Prospectus dated May 1, 1998
Effective February 5, 1999, the American Century VP Capital Appreciation
Investment Division will be closed to Contributions and Transfers.
Great-West Life & Annuity Insurance Company is seeking an order of the
Securities and Exchange Commission (the "SEC") to permit a substitution of
American Century VP Capital Appreciation (the "American Century Portfolio"). If
the substitution is allowed by the SEC, shares of the American Century Portfolio
will be substituted with shares of the Maxim Stock Index Portfolio and any
amounts that you have allocated to the American Century Portfolio as of the date
of the substitution automatically will be transferred to the Maxim Stock index
Portfolio. The Maxim Stock Index Portfolio is presently available under your
Contract and is described more fully in the current prospectus for the Maxim
Series Fund, Inc., which you may request free of charge by writing or calling
us.
If the SEC permits the substitution, we will notify you in advance of the date
we set the substitution to occur. At any time before that date, you may Transfer
amounts you have allocated to the American Century Portfolio to any other
Investment Division or combination of Investment Divisions of your choice free
of charge. Also, if you presently have instructions on file with Great-West that
direct us to allocate any portion of your Contributions or Transfers to the
American Century Portfolio, we recommend that you change those allocations. You
may change your instructions without charge by calling KeyTalk(R) at
1-800-701-8255 or contacting a Customer Service representative at 1-800-537-2033
x4714.
This supplement should be retained with the Prospectus for future reference.
