Great-West Life & Annuity Insurance Company
8515 E. Orchard Road
Englewood, Colorado 80111
May 8, 1997
VIA EDGAR TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Great-West Life & Annuity Insurance Company
Certification Pursuant to Rule 497(j) under
the Securities Act of 1933
File No. 333-01173
Ladies and Gentlemen:
In lieu of filing the form of prospectus for Great-West Life &
Annuity Insurance Company (File No. 333-01173) (the Company ) pursuant to
paragraph (b) of Rule 497 under the Securities Act of 1933, the Company
hereby certifies that:
(1) the form of prospectus that would have been filed under
paragraph (b) of Rule 497 does not differ from that contained
in post-effective amendment no. 1 to the Company s registration
statement on Form S-1, the most recent amendment to the
Company s registration statement; and
(2) the text of post-effective amendment no. 1 to the Company s
registration statement on Form S-1, the most recent amendment
to the Company s registration statement, has been filed with
the Securities and Exchange Commission electronically via EDGAR
transmission, on April 28, 1997.
If you should have any questions regarding the foregoing, please
contact the undersigned at (303) 689-3817.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
(Registrant)
By: /s/ Beverly A. Byrne
Beverly A. Byrne
Assistant Counsel & Assistant Secretary
Great-West Life & Annuity Insurance Company<PAGE>
