Rule 497(e)
File Nos. 2-89550
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
FUTUREFUNDS 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 and the Fidelity VIP II Asset Manager 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") and
the Fidelity VIP II Asset Manager Fund (the "Fidelity Fund"). 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 shares of
the Fidelity Fund will be substituted with shares of the Maxim INVESCO Balanced
Portfolio. Any amounts that you have allocated to the American Century Portfolio
and the Fidelity Fund as of the date of the substitution automatically will be
transferred to the Maxim Stock Index Portfolio and the Maxim INVESCO Balanced
Portfolio, respectively. Both the Maxim Stock Index Portfolio and the Maxim
INVESCO Balanced Portfolio are presently available under your Contract and are
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 or the Fidelity
Fund to any other Investment Division or combination of Investment Divisions of
your choice free of charge. Also, if you presently have existing instructions on
file with Great-West that direct us to allocate any portion of your
Contributions or Transfers to the American Century Portfolio or the Fidelity
Fund, we recommend that you change those allocations. You may change your
allocation instructions without charge by calling KeyTalk(R) or contacting a
Customer Service representative at 1-800-701-8255.
This supplement should be retained with the Prospectus for future reference.
