GREAT WEST LIFE & ANNUITY INSURANCE CO
424B3, 2000-05-01
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                            Schwab Select Annuity(TM)
             A flexible premium deferred variable and fixed annuity
                                 Distributed by
                           Charles Schwab & Co., Inc.
                                    Issued by
                   Great-West Life & Annuity Insurance Company


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Overview
This Prospectus describes the Schwab Select Annuity--a flexible premium deferred
annuity contract which allows you to accumulate  assets on a tax-deferred  basis
for retirement or other long-term purposes.  This Contract is issued either on a
group basis or as individual  contracts by Great-West  Life & Annuity  Insurance
Company  (we,  us,  Great-West  or  GWL&A).  Both  will  be  referred  to as the
"Contract" throughout this Prospectus.

How to Invest
The minimum initial investment (a "Contribution") is:
o        $5,000
o        $2,000 if an IRA
o $1,000 if subsequent Contributions are made via Automatic Contribution Plan

The minimum subsequent Contribution is:
o        $500 per Contribution
o        $100 per Contribution if made via Automatic Contribution Plan

Allocating Your Money
When you  contribute  money to the Schwab  Select  Annuity,  you can allocate it
among the Sub-Accounts of the Variable  Annuity-1 Series Account which invest in
the following Portfolios:
o Alger American Growth Portfolio
o American Century VP International Portfolio
o Baron Capital Asset Fund: Insurance Shares
o Berger IPT-Small  Company  Growth Fund
o Deutsche  Asset  Management VIT EAFE(R) Equity Index Fund
 (formerly, BT Insurance Funds Trust EAFE Equity Index Fund)

o Deutsche Asset Management VIT Small Cap Index Fund
  (formerly, BT Insurance Funds Trust Small Cap Index Fund)
o Dreyfus  Variable  Investment Fund  Appreciation  Portfolio o Dreyfus Variable
Investment Fund Growth and Income Portfolio o Federated American Leaders Fund II
o Federated Fund for U.S. Government Securities II o Federated Utility Fund II o
INVESCO  VIF-High  Yield  Fund  o  INVESCO  VIF-Equity  Income  Fund  o  INVESCO
VIF-Technology  Fund o Janus Aspen Series Growth  Portfolio o Janus Aspen Series
Worldwide  Growth  Portfolio o Janus Aspen Series  Flexible  Income  Portfolio o
Janus Aspen Series  International Growth Portfolio o Montgomery Variable Series:
Growth Fund o Prudential Series Fund Equity Class II Portfolio o SAFECO Resource
Series  Trust   Equity   Portfolio  o  SAFECO   Resource   Series  Trust  Growth
Opportunities  Portfolio o Schwab MarketTrack Growth Portfolio II o Schwab Money
Market  Portfolio o Schwab S&P 500 Portfolio o Scudder  Variable Life Investment
Fund
  Capital Growth Portfolio
o Scudder Variable Life Investment Fund
  Growth and Income Portfolio
o Strong Schafer Value Fund II

o Van Kampen  Life  Investment  Trust  Morgan  Stanley  Real  Estate  Securities
Portfolio
o

The  Securities and Exchange  Commission  has not approved or disapproved  these
securities  or passed upon the  accuracy or  adequacy  of this  Prospectus.  Any
representation to the contrary is a criminal offense. No person is authorized by
Great-West to give information or to make any  representation,  other than those
contained in this  Prospectus,  in connection with the offers  contained in this
Prospectus.  This Prospectus does not constitute an offering in any jurisdiction
in which such offering may not lawfully be made. Please read this Prospectus and
keep it for future reference.


<PAGE>


You can also allocate  some or all of the money you  contribute to the Guarantee
Period  Fund.  The  Guarantee  Period  Fund  allows  you to  select  one or more
Guarantee  Periods that offer  specific  interest  rates for a specific  period.
Please note that the Guarantee Period Fund may not be available in all states.


Sales and Surrender Charges
There are no sales, redemption, surrender or withdrawal charges under the Schwab
Select Annuity.

Free Look Period
After you receive your Contract,  you can look it over free of obligation for at
least  10 days or  longer  if  required  by your  state  law (up to 35 days  for
replacement policies), during which you may cancel your Contract.

Payout Options
The  Schwab  Select  Annuity  offers a variety of  annuity  payout and  periodic
withdrawal options. Depending on the option you select, income can be guaranteed
for  your  lifetime,  your  spouse's  and/or  beneficiaries'  lifetime  or for a
specified period of time.


The Contracts  are not deposits of, or guaranteed or endorsed by, any bank,  nor
are  the  Contracts   federally   insured  by  the  Federal  Deposit   Insurance
Corporation,  the Federal  Reserve  Board or any other  government  agency.  The
Contracts  involve  certain   investment  risks,   including  possible  loss  of
principal.


For account information, please contact:

     Annuity Administration Department
     P.O. Box 173920
     Denver, Colorado 80217-3920
     800-838-0650


This  Prospectus  presents  important   information  you  should  review  before
purchasing the Schwab Select  Annuity.  Please read it carefully and keep it for
future  reference.  You can find more  detailed  information  pertaining  to the
Contract in the Statement of Additional Information dated May 1, 2000 (as may be
amended  from  time to  time),  and  filed  with  the  Securities  and  Exchange
Commission. The Statement of Additional Information is incorporated by reference
into this  Prospectus  and is  legally a part of this  Prospectus.  The table of
contents for the Statement of Additional  Information may be found on Page 34 of
this Prospectus.  You may obtain a copy without charge by contacting the Annuity
Administration  Department  at the above  address or phone  number.  Or, you can
obtain it by visiting  the  Securities  and  Exchange  Commission's  web site at
www.sec.gov.  This web site also contains  other  information  about us that has
been filed electronically.


This  Prospectus  does not constitute an offering in any  jurisdiction  in which
such offering may not lawfully be made. No dealer,  salesperson  or other person
is authorized to give any information or make any  representations in connection
with this offering other than those contained in this Prospectus,  and, if given
or made, such other information or representations must not be relied on.

                                        2
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Table of Contents

Definitions...............................................4
Summary...................................................6
   How to contact Schwab..................................6
Variable Annuity Fee Table................................7
Portfolio Annual Expenses.................................8
Fee Examples..............................................9
Condensed Financial Information..........................10
Great-West Life & Annuity Insurance
Company..................................................10
The Series Account.......................................10
The Portfolios...........................................10

   Meeting Investment Objectives.........................13
   Where to Find More Information About the
   Portfolios............................................13
   Addition, Deletion or Substitution....................14
The Guarantee Period Fund................................14
   Investments of the Guarantee Period Fund..............14
   Subsequent Guarantee Periods..........................15

Breaking a Guarantee Period..............................15
   Interest Rates........................................15
   Market Value Adjustment...............................15

Application and Initial Contributions....................16
Free Look Period.........................................16
Subsequent Contributions.................................16
Annuity Account Value....................................17
Transfers................................................17
   Possible Restrictions.................................18
   Automatic Custom Transfers............................18

Cash Withdrawals.........................................19

   Withdrawals to Pay Investment Manager or
   Financial Advisor Fees................................20
   Tax Consequences of Withdrawals.......................20
Telephone Transactions...................................20
Death Benefit............................................20
   Beneficiary...........................................21
   Distribution of Death Benefit.........................21
Charges and Deductions...................................22
   Mortality and Expense Risk Charge.....................22
   Contract Maintenance Charge...........................23
   Transfer Fees.........................................23
   Expenses of the Portfolios............................23
   Premium Tax...........................................23
   Other Taxes...........................................23
Payout Options...........................................23
   Periodic Withdrawals..................................23
   Annuity Payouts.......................................24
Seek Tax Advice..........................................26
Federal Tax Matters......................................26
   Taxation of Annuities.................................27
   Individual Retirement Annuities.......................29
Assignments or Pledges...................................29
Performance Data.........................................30
   Money Market Yield....................................30
   Average Annual Total Return...........................30
Distribution of the Contracts............................32
Voting Rights............................................32
Rights Reserved by Great-West............................33
Legal Proceedings........................................33
Legal Matters............................................33
Experts..................................................33
Incorporation of Certain Documents by
Reference and Available Information......................33
Appendix A--Condensed Financial
Information..............................................35
Appendix B--Market Value Adjustments.....................40
Appendix C--Net Investment Factor........................42




                                        3
<PAGE>
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Definitions


1035 Exchange--A provision of the Internal Revenue Code of 1986, as amended (the
"Code")  that allows for the  tax-free  exchange of certain  types of  insurance
contracts.

Accumulation  Period--The time period between the Effective Date and the Annuity
Commencement Date. During this period, you're contributing to the annuity.

Annuitant--The  person named in the application upon whose life the payout of an
annuity is based and who will receive annuity payouts. If a Contingent Annuitant
is named,  the  Annuitant  will be  considered  the Primary  Annuitant.  Annuity
Account--An  account  established  by us in your name that  reflects all account
activity  under  your  Contract.  Annuity  Account  Value--The  sum of  all  the
investment options credited to your Annuity  Account--less  partial withdrawals,
amounts  applied to an annuity  payout  option,  periodic  withdrawals,  charges
deducted under the Contract, and Premium Tax, if any.

Annuity Commencement Date--The date annuity payouts begin.

Annuity Individual Retirement Account (or Annuity IRA)--An annuity contract used
in a retirement  savings program that is intended to satisfy the requirements of
Section 408 of the Code.

Annuity Payout Period--The period beginning on the Annuity Commencement Date and
continuing  until all annuity payouts have been made under the Contract.  During
this period, the Annuitant receives payouts from the annuity.

Annuity  Unit--An  accounting  measure  we use to  determine  the  amount of any
variable annuity payout after the first annuity payout is made.

Automatic  Contribution  Plan--A  feature  which  allows  you to make  automatic
periodic  Contributions.  Contributions  will be  withdrawn  from an account you
specify and automatically credited to your Annuity Account.

Beneficiary--The  person(s)  designated  to receive any Death  Benefit under the
terms of the Contract.

Contingent Annuitant--The person you may name in the application who becomes the
Annuitant when the Primary  Annuitant  dies.  The  Contingent  Annuitant must be
designated before the death of the Primary Annuitant.

Contributions--The amount of money you invest or deposit into your annuity.


Death  Benefit--The  amount  payable  to the  Beneficiary  when the Owner or the
Annuitant dies.

Distribution Period--The period starting with your Payout Commencement Date.

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Schwab Select Annuity Structure
Your total Annuity Account can be made up of a variable and a fixed account.

                              Your Annuity Account

        Variable Account                              Fixed Account
Contains the money you contribute           Contains the money you contribute to
to variable investment options               fixed investment options
(the Sub-Accounts).                            (the Guarantee Period Fund).


        Sub-Accounts                                   Guarantee Period Fund
Shares of the Portfolios are held            You can choose a guaranteed period
in Sub-Accounts.  There is one                   of one to ten years.
Sub-Account for each Portfolio.


         Portfolios
- --------------------------------------------------------------------------------

Effective  Date--The  date on which the first  Contribution  is credited to your
Annuity Account.

Fixed Account  Value--The value of the fixed  investment  option credited to you
under the Annuity Account.

Guarantee  Period--The  number of years  available in the Guarantee  Period Fund
during which  Great-West  will credit a stated rate of interest.  Great-West may
discontinue  offering  a  period  at any  time  for new  Contributions.  Amounts
allocated  to one or more  guaranteed  periods may be subject to a Market  Value
Adjustment.

Guarantee  Period  Fund--A fixed  investment  option which pays a stated rate of
interest for a specified time period.

Guarantee Period Maturity Date--The last day of any Guarantee Period.

Guaranteed  Interest  Rate--The  minimum  annual  interest  rate in effect  that
applies to each Guarantee Period at the time the Contribution is made.

Market Value  Adjustment (or MVA)--An amount added to or subtracted from certain
transactions  involving  the  Guarantee  Period  Fund to  reflect  the impact of
changing interest rates.

Non-Qualified  Annuity Contract--An annuity contract funded with money outside a
tax qualified retirement plan.

Owner  (Joint  Owner) or  You--The  person(s)  named in the  application  who is
entitled to exercise all rights and  privileges  under the  Contract,  while the
Annuitant  is living.  Joint  Owners must be husband and wife as of the date the
Contract is issued.  The Annuitant will be the Owner unless otherwise  indicated
in the  application.  If a Contract is purchased in connection  with an IRA, the
Owner and the  Annuitant  must be the same  individual  and a Joint Owner is not
allowed.

Payout  Commencement  Date--The  date  on  which  annuity  payouts  or  periodic
withdrawals begin under a payout option. The Payout Commencement Date must be at
least one year after the Effective Date of the Contract.  If you do not indicate
a Payout  Commencement Date on your  application,  annuity payouts will begin on
the first day of the month of the Annuitant's 91st birthday.

Portfolio--A  registered management investment company, or portfolio thereof, in
which the assets of the Annuity Account may be invested.

Premium Tax--A tax charged by a state or other governmental  authority.  Varying
by state,  the current  range of Premium Taxes is 0% to 3.5% and may be assessed
at the time you make a Contribution or when annuity payments begin.


Request--Any  written,   telephoned,  or  computerized  instruction  in  a  form
satisfactory  to Great-West  and Schwab  received at the Annuity  Administration
Department at Great-West (or other annuity  service center  subsequently  named)
from you,  your designee (as  specified in a form  acceptable to Great-West  and
Schwab) or the  Beneficiary  (as applicable) as required by any provision of the
Contract.

Series  Account--The  segregated  asset account  established by Great-West under
Colorado law and  registered  as a unit  investment  trust under the  Investment
Company Act of 1940, as amended.

Sub-Account--A  division  of the  Series  Account  containing  the  shares  of a
Portfolio. There is a Sub-Account for each Portfolio.

Surrender  Value--The  value of your annuity account with any applicable  Market
Value  Adjustment on the Effective Date of the  surrender,  less Premium Tax, if
any.

Transaction Date--The date on which any Contribution or Request from you will be
processed.  Contributions  and Requests received after 4:00 p.m. EST/EDT will be
deemed  to have  been  received  on the  next  business  day.  Requests  will be
processed and the Variable Account Value will be determined on each day that the
New York Stock Exchange is open for trading.

Transfer--Moving  money  from and among  the  Sub-Account(s)  and the  Guarantee
Period Fund.

Variable Account Value--The value of the Sub-Accounts  credited to you under the
Annuity Account.



<PAGE>



                                        6
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Summary

The Schwab  Select  Annuity  allows you to accumulate  assets on a  tax-deferred
basis  by   investing  in  a  variety  of  variable   investment   options  (the
Sub-Accounts)  and a fixed  investment  option (the Guarantee  Period Fund). The
performance  of your  Annuity  Account  Value  will  vary  with  the  investment
performance of the Portfolios  corresponding to the Sub-Accounts you select. You
bear the entire  investment risk for all amounts invested in them.  Depending on
the performance of the Sub-Accounts you select, your Annuity Account Value could
be less than the total amount of your Contributions.

The Schwab Select Annuity can be purchased on a non-qualified basis or purchased
and used in  connection  with an IRA.  You can also  purchase  it through a 1035
Exchange from another insurance contract.

Tax deferral under IRAs arises under the Code. Tax deferral under  non-qualified
contracts arises under the Contract.

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How to contact Schwab:
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Schwab Insurance & Annuity Service Center
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101 Montgomery Street
San Francisco, CA 94120-7666
Attention:  Insurance & Annuities Department
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800-838-0650
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Your initial  Contribution must be at least $5,000;  $2,000 if an IRA; $1,000 if
you are setting up an Automatic Contribution Plan. Subsequent Contributions must
be either $500; or $100 if made through an Automatic Contribution Plan.


The money you  contribute  to the Contract  will be invested at your  direction,
except that in some states  during your "free look  period" your payment will be
allocated to the Schwab Money Market Sub-Account. The duration of your free look
period depends on your state law and is generally 10 days after you receive your
Contract.  Free look allocations are described in more detail on Page 16 of this
Prospectus.


Prior to the Payout  Commencement  Date,  you can withdraw all or a part of your
Annuity  Account Value.  There are no surrender or withdrawal  charges.  Certain
withdrawals  may be subject to federal  income tax as well as a federal  penalty
tax.

When you're  ready to start taking  money out of your  Contract,  you can select
from a variety of payout options,  including  variable and fixed annuity payouts
as well as periodic payouts.


If the  Annuitant  dies before the Annuity  Commencement  Date,  we will pay the
Death Benefit to the Beneficiary you select. If the Owner dies before the entire
value of the Contract is  distributed,  the remaining  value will be distributed
according to the rules outlined in the "Death Benefit" section on Page 20.


For accounts under $50,000,  we deduct a $25 annual Contract  Maintenance Charge
from the Annuity Account Value on each Contract  anniversary  date.  There is no
annual  Contract  Maintenance  Charge for  accounts of $50,000 or more.  We also
deduct a Mortality and Expense Risk Charge from your  Sub-Accounts at the end of
each daily  valuation  period equal to an effective  annual rate of 0.85% of the
value of the net assets in your  Sub-Accounts.  Each Portfolio assesses a charge
for management fees and other expenses.  These fees and expenses are detailed in
this Prospectus.


You may cancel  your  Contract  during the free look period by sending it to the
Annuity  Administration  Department  at  Great-West.  If you  are  replacing  an
existing  insurance  contract  with the  Contract,  the free look  period may be
extended based on your state of residence.  Free look  allocations are described
in more detail on Page 16 of this Prospectus.


This  summary  highlights  some of the more  significant  aspects  of the Schwab
Select  Annuity.  You'll  find more  detailed  information  about  these  topics
throughout the Prospectus and in your Contract. Please keep them both for future
reference.





                                        7
<PAGE>
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Variable Annuity Fee Table
The purpose of the tables and the examples that follow is to help you understand
the various costs and expenses  that you will bear  directly or indirectly  when
investing in the Contract.  The tables and examples  reflect expenses related to
the  Sub-Accounts  as well as of the  Portfolios.  In addition  to the  expenses
listed below, Premium Tax, if applicable, may be imposed.


Contract Owner Transaction Expenses1

Sales load                                                None
Surrender fee                                             None
Annual Contract Maintenance Charge2                       $25.00
Transfer fee                                              $10.00
(no transfer fee is charged for the first
12 transfers in any calendar year)


Separate  Account Annual  Expenses1 (as a percentage of average Variable Account
Value)
Mortality and expense risk charge                      0.85%
Administrative  expense  charge                        0.00%
Other fees and  expenses of the  Variable  Account     0.00%
Total  Separate Account Annual Expenses                0.85%

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                                        9

<PAGE>




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Portfolio Annual Expenses

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                 Portfolio Annual Expenses
  (as a percentage of Portfolio average net assets, before and after fee waivers and expense reimbursements as of December
                                                         31, 1999)
Portfolio                                      Management    Other        12b-1 fees     Total       Total Fee     Total
                                                  fees        expenses                 Portfolio      Waivers      Portfolio
                                                                                       Expenses                    expenses
                                                                                       before                      after
                                                                                       fee                         fee
                                                                                        waivers                     waivers

Alger American Growth                                0.75%       0.04%           None      0.79%              N/A      0.79%
American Century VP International*                   1.34%         N/A           None      1.34%              N/A      1.34%
Baron Capital Asset*                                 1.00%       0.63%          0.25%      1.88%            0.38%      1.50%
Berger IPT-Small Company Growth                      0.85%       0.64%           None      1.49%            0.34%      1.15%
Deutsche  Asset  Management VIT EAFE(R)Equity        0.45%       0.70%           None      1.15%            0.50%      0.65%
Index  (formerly,  BT Insurance  Funds Trust
EAFE Equity Index)

Deutsche  Asset  Management  VIT  Small  Cap         0.35%       0.83%           None      1.18%            0.73%      0.45%
Index  (formerly,  BT Insurance  Funds Trust
Small Cap Index)

Dreyfus     Variable     Investment    Fund:         0.75%       0.03%           None      0.78%              N/A      0.78%
Appreciation Portfolio
Dreyfus  Variable  Investment  Fund:  Growth         0.75%       0.04%           None      0.79%              N/A      0.79%
and Income Portfolio
Federated American Leaders II*                       0.75%       0.13%           None      0.88%              N/A      0.88%
Federated U.S. Government Securities II*             0.60%       0.24%           None      0.84%              N/A      0.84%
Federated Utility II*                                0.75%       0.19%           None      0.94%              N/A      0.94%
INVESCO VIF-High Yield*                              0.60%       0.48%           None      1.08%              N/A      1.08%
INVESCO VIF-Equity Income*                           0.75%       0.44%           None      1.19%              N/A      1.19%
INVESCO VIF- Technology*                             0.75%       0.78%           None      1.53%            0.21%      1.32%
Janus Aspen Growth                                   0.65%       0.02%           None      0.67%              N/A      0.67%
Janus Aspen Worldwide Growth                         0.65%       0.05%           None      0.70%              N/A      0.70%
Janus Aspen Flexible Income                          0.65%       0.07%           None      0.72%              N/A      0.72%
Janus Aspen International Growth                     0.65%       0.11%           None      0.76%              N/A      0.76%
Montgomery Variable Series: Growth                   1.52%       0.40%           None      1.92%            0.67%      1.25%
Prudential Series Fund Equity Class II               0.45%       0.17%          0.25%      0.87%              N/A      0.87%
SAFECO RST Equity                                    0.74%       0.02%           None      0.76%              N/A      0.76%
SAFECO RST Growth Opportunities                      0.74%       0.04%           None      0.78%              N/A      0.78%
Schwab MarketTrack Growth II*                        0.54%       0.59%           None      1.13%            0.53%      0.60%
Schwab Money Market*                                 0.38%       0.15%           None      0.53%            0.03%      0.50%
Schwab S&P 500*                                      0.20%       0.14%           None      0.34%            0.06%      0.28%
Scudder   Variable  Life   Investment   Fund         0.46%       0.03%           None      0.49%              N/A      0.49%
Capital Growth
Scudder Variable Life Investment Fund                0.47%       0.08%           None      0.55%              N/A      0.55%
Growth and Income
Strong Schafer Value II                              1.00%       0.57%           None      1.57%            0.37%      1.20%
Van  Kampen  Life  Investment   Trust--Morgan        1.00%       0.13%           None        1.13%            0.03%        1.10%
Stanley Real Estate Securities
</TABLE>

* For the  American  Century  VP  International  Fund,  there is a  stepped  fee
schedule. As a result, the Fund's management fee rate generally decreases as the
Fund assets  increase.  For the Baron Capital Asset Fund,  the Fund's advisor is
contractually  obligated  to reduce its fee to the extent  required to limit the
Fund's total operating expenses to 1.50% for the first $250 million of assets in
the Fund, 1.35% for Fund assets over $250 million and 1.25% for fund assets over
$500 million. Without expense limitations, total operating expenses for the Fund
for the period January 1, 1999 through December 31, 1999, would have been 1.88%.
For the Federated American Leaders Fund II, Federated U.S. Government Securities
Fund II and the Federated Utility Fund II, the maximum shareholder  services fee
is 0.25%.  The Funds did not pay or accrue the  shareholder  services fee during
the fiscal year ended December 31, 1999. The Funds have no present  intention of
paying or accruing  the  shareholder  services fee during the fiscal year ending
December 31, 2000. For the INVESCO VIF-High Yield, INVESCO VIF-Equity Income and
INVESCO  VIF-Technology Funds, Other Expenses were lower than the figures shown,
because their  custodian fees were reduced under an expense offset  arrangement.
For the INVESCO  VIF-High Yield and INVESCO  VIF-Equity  Income Funds, the Other
Expenses  information  presented  in this  table  has  been  restated  from  the
financials  for these Funds to reflect a change in the  administrative  services
fee.  For the  INVESCO  VIF-Technology  Fund,  certain  expenses  were  absorbed
voluntarily  by INVESCO in order to ensure  that  expenses  for the Fund did not
exceed 1.25% of the Fund's average net assets  pursuant to an agreement  between
the Fund and  INVESCO.  This  commitment  may be changed  at any time  following
consultation  with  the  board  of  directors.  After  absorption,  the  INVESCO
VIF-Technology Fund's Other Expenses for the fiscal year ended December 31, 1999
were 0.57% of the Fund's average net assets.  For the Janus Aspen Growth,  Janus
Aspen Worldwide Growth and Janus Aspen International Portfolios,  the data shown
is for the fiscal year ended December 31, 1999,  restated to reflect a reduction
in the management fee for these Portfolios.  For the Schwab  MarketTrack  Growth
II,  Schwab  Money  Market and Schwab S&P 500  Portfolios,  the Total  Portfolio
expenses  after fee waivers is guaranteed by Schwab and the  investment  adviser
through April 30, 2001.


                                       10
<PAGE>



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Fee Examples3

If you retain,  annuitize or surrender the Contract at the end of the applicable
time  period,  you  would  pay the  following  fees  and  expenses  on a  $1,000
investment, assuming a 5% annual return on assets. These examples assume that no
Premium Taxes have been assessed and are based on total Portfolio expenses after
taking fee waivers and reimbursements into account.


<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

PORTFOLIO                                                      1 year               3 years            5 years        10 years
Alger American Growth                                           $17                   $56               $101          $248
American Century VP International                               $23                   $74               $133          $322
Baron Capital Asset                                             $24                   $79               $142          $342
Berger IPT-Small Company Growth                                 $21                   $68               $122          $297
Deutsche Asset Management VIT EAFE(R)Equity Index               $16                   $51                $93          $228
Deutsche Asset Management VIT  Small Cap Index                  $14                   $45                $81          $200
Dreyfus Variable Investment Fund Appreciation                   $17                   $56               $100          $246
Dreyfus Variable Investment Fund Growth and Income              $17                   $56               $101          $248
Federated American Leaders II                                   $18                   $59               $106          $260
Federated U.S. Government Securities II                         $18                   $58               $104          $255
Federated Utility II                                            $19                   $61               $110          $268
INVESCO VIF-High Yield                                          $20                   $65               $118          $287
INVESCO VIF-Equity Income                                       $21                   $69               $124          $302
INVESCO VIF-Technology                                          $23                   $73               $132          $318
Janus Aspen Growth                                              $16                   $52                $94          $231
Janus Aspen Worldwide Growth                                    $16                   $53                $96          $235
Janus Aspen Flexible Income                                     $16                   $54                $97          $238
Janus Aspen International Growth                                $17                   $55                $99          $244
Montgomery Variable Series: Growth                              $22                   $71               $128          $310
Prudential Series Fund Equity Class II                          $18                   $59               $106          $259
SAFECO RST Equity                                               $17                   $55                $99          $244
SAFECO RST Growth Opportunities                                 $17                   $56               $100          $246
Schwab MarketTrack Growth II                                    $15                   $50                $90          $221
Schwab Money Market                                             $14                   $46                $84          $207
Schwab S&P 500                                                  $12                   $39                $71          $175
Scudder Variable Life Investment Fund Capital Growth            $14                   $46                $83          $206
Scudder Variable Life Investment Fund Growth and Income         $15                   $48                $87          $214
Strong Schafer Value II                                         $21                   $69               $125          $303
Van Kampen Life Investment Trust-Morgan Stanley                 $20                   $66               $119          $290
Real Estate Securities

</TABLE>

These examples,  including the assumed rate of return,  should not be considered
representations  of  future  performance  or past  or  future  expenses.  Actual
expenses paid or  performance  achieved may be greater or less than those shown,
subject to the guarantees in the Contract.
                                       11
<PAGE>



- --------------------------------------------------------------------------------
Condensed Financial Information
Attached  as  Appendix  A is a table  showing  selected  information  concerning
accumulation  units for each  Sub-Account  for  1996,  1997,  1998 and 1999.  An
accumulation  unit is the unit of measure that we use to calculate  the value of
your interest in a Sub-Account.  The accumulation unit values do not reflect the
deduction of certain  charges  that are  subtracted  from your  Annuity  Account
Value, such as the Contract  Maintenance Charge. The information in the table is
included in the Series Account's financial  statements,  which have been audited
by  Deloitte  & Touche  LLP,  independent  auditors.  To obtain a more  complete
picture of each Sub-Account's  finances and performance,  you should also review
the Series  Account's  financial  statements,  which are in the Series Account's
Annual  Report  dated  December  31,1999  and  contained  in  the  Statement  of
Additional Information.

- --------------------------------------------------------------------------------
Great-West Life & Annuity Insurance Company
Great-West is a stock life insurance company that was originally organized under
the laws of the state of Kansas as the National Interment Association.  Our name
was  changed  to  Ranger  National  Life  Insurance   Company  in  1963  and  to
Insuramerica  Corporation  prior to  changing to our  current  name in 1982.  In
September of 1990, we re-domesticated under the laws of the state of Colorado.

We are authorized to do business in 49 states, the District of Columbia,  Puerto
Rico, U.S. Virgin Islands and Guam.

The Series Account
We established the Variable Annuity-1 Series Account in accordance with Colorado
laws on July 24, 1995.

The Series Account is registered  with the  Securities  and Exchange  Commission
(the "SEC") under the Investment Company Act of 1940 (the "1940 Act"), as a unit
investment trust.  Registration under the 1940 Act does not involve  supervision
by the SEC of the  management or investment  practices or policies of the Series
Account.

We own the assets of the Series Account. The income,  gains or losses,  realized
or  unrealized,  from assets  allocated to the Series Account are credited to or
charged  against the Series Account  without regard to our other income gains or
losses.


We will at all times  maintain  assets in the Series Account with a total market
value at least  equal to the  reserves  and other  liabilities  relating  to the
variable benefits under all Contracts participating in the Series Account. Those
assets may not be charged  with our  liabilities  from our other  business.  Our
obligations   under  those  Contracts  are,   however,   our  general  corporate
obligations.

The Series Account is divided into 29  Sub-Accounts.  Each  Sub-Account  invests
exclusively in shares of a  corresponding  investment  Portfolio of a registered
investment  company  (commonly known as a mutual fund). We may in the future add
new or delete existing  Sub-Accounts.  The income, gains or losses,  realized or
unrealized, from assets allocated to each Sub-Account are credited to or charged
against that Sub-Account without regard to the other income,  gains or losses of
the other  Sub-Accounts.  All amounts  allocated to a Sub-Account  will be fully
invested in Portfolio shares.

We hold the  assets of the  Series  Account.  We keep  those  assets  physically
segregated  and held  separate  and apart from our general  account  assets.  We
maintain records of all purchases and redemptions of shares of the Portfolios.

- --------------------------------------------------------------------------------
The Portfolios
The Contract offers a number of Portfolios,  corresponding to the  Sub-Accounts.
Each  Sub-Account  invests in a single  Portfolio.  Each Portfolio is a separate
mutual  fund  registered  under the 1940 Act.  More  comprehensive  information,
including a discussion of potential risks, is found in the current  Prospectuses
for the Portfolios (the "Portfolio  Prospectuses").  The Portfolio  Prospectuses
should be read in connection with this Prospectus.  You may obtain a copy of the
Portfolio Prospectuses without charge by request.

Each Portfolio:
o        holds its assets separate from the assets of the other Portfolios,
o        has its own distinct investment objective and policy, and
o        operates as a separate investment fund

The income,  gains and losses of one Portfolio  generally  have no effect on the
investment performance of any other Portfolio.

The Portfolios are not available to the general public directly.  The Portfolios
are only  available  as  investment  options in variable  annuity  contracts  or
variable life insurance policies issued by life insurance  companies or, in some
cases, through participation in certain qualified pension or retirement plans.



<PAGE>


                                       21

Some of the Portfolios have been established by investment advisers which manage
publicly available mutual funds having similar names and investment  objectives.
While some of the Portfolios may be similar to, and may in fact be modeled after
publicly  available mutual funds, you should  understand that the Portfolios are
not  otherwise   directly  related  to  any  publicly   available  mutual  fund.
Consequently,  the investment performance of publicly available mutual funds and
any corresponding Portfolios may differ substantially. The investment objectives
of the Portfolios are briefly described below:


The Alger American Fund--advised by Fred Alger Management, Inc. of New York, New
York.

Alger American Growth Portfolio seeks long-term capital appreciation. It focuses
on growing companies that generally have broad product lines, markets, financial
resources and depth of  management.  Under normal  circumstances,  the Portfolio
invests  primarily in the equity  securities of large  companies.  The Portfolio
considers  a large  company  to have a market  capitalization  of $1  billion or
greater.

American  Century  Variable   Portfolios,   Inc.--advised  by  American  Century
Investment Management, Inc. of Kansas City,
Missouri, advisers to the American Century family of mutual funds.

American Century VP International seeks capital growth by investing primarily in
equity securities of foreign companies. The Fund invests primarily in securities
of issuers in developed countries.

Baron Capital Asset Fund--advised by BAMCO, Inc. of New York, New York.

Baron Capital Asset Fund:  Insurance Shares seeks capital  appreciation  through
investments  in small and medium  sized  companies  with  undervalued  assets or
favorable growth prospects.  The Fund invests primarily in small sized companies
with market  capitalizations  of approximately  $100 million to $1.5 billion and
medium sized companies with market values of $1.5 billion to $5 billion.

Berger Institutional Products Trust--advised by Berger LLC of Denver, Colorado.

Berger  IPT-Small  Company Growth Fund seeks capital  appreciation  by investing
primarily in the common stocks of small  companies  with the potential for rapid
earnings growth.  Under normal  circumstances,  the Fund invests at least 65% of
its assets in equity  securities  whose  market  capitalization,  at the time of
initial  purchase,  is less than the  12-month  average  of the  maximum  market
capitalization for companies included in the Russell 2000 Index. This average is
updated monthly.


The Deutsche Asset Management VIT Funds -- (formerly,  BT Insurance Funds Trust)
- - advised by Bankers Trust Company of New York, New York.

Deutsche Asset Management VIT Small Cap Index Fund (formerly, BT Insurance Funds
Trust  Small Cap Index  Fund)  seeks to match,  as closely as  possible,  before
expenses,  the  performance  of the Russell 2000 Small Stock Index.  The Russell
2000 Index  emphasizes  stocks of small U.S.  companies and is a widely accepted
benchmark of small-company stock performance.

Deutsche Asset Management VIT EAFE(R) Equity Index Fund (formerly,  BT Insurance
Funds Trust EAFE(R) Index Fund) seeks to match,  as closely as possible,  before
expenses,  the performance of the Morgan Stanley Capital  International  EAFE(R)
Index. The EAFE Index emphasizes stocks of companies in major markets in Europe,
Australia,  and the Far East and is a widely accepted benchmark of international
stock performance.


Dreyfus  Variable  Investment  Fund--advised  by The Dreyfus  Corporation of New
York, New York.

Dreyfus Variable Investment Fund Appreciation  Portfolio seeks long-term capital
growth  consistent  with the  preservation  of  capital;  current  income is its
secondary  goal. To pursue these goals,  the portfolio  invests in common stocks
focusing  on  "blue-chip"  companies  with total  market  values of more than $5
billion at the time of purchase.

Dreyfus  Variable  Investment  Fund Growth and Income  Portfolio seeks long-term
capital growth,  current income and growth of income  consistent with reasonable
investment  risk.  To pursue  this goal,  it invests in stocks,  bonds and money
market instruments of domestic and foreign issuers.

Federated  Insurance   Series--advised  by  Federated  Advisers  of  Pittsburgh,
Pennsylvania.

Federated  American Leaders Fund II seeks to achieve long-term growth of capital
as a primary  objective  and seeks to provide  income as a  secondary  objective
through  investment  of  at  least  65 %  of  its  total  assets  (under  normal
circumstances) in common stocks of "blue chip" companies.

Federated Fund for U.S. Government Securities II seeks to provide current income
through  investment of at least 65% of its total assets in securities  which are
primary  or  direct  obligations  of the  U.S.  government  or its  agencies  or
instrumentalities  or which are  guaranteed  as to principal and interest by the
U.S.   government,   its   agencies,   or   instrumentalities   and  in  certain
collateralized mortgage obligations, and repurchase agreements

Federated  Utility  Fund II seeks to provide  high  current  income and moderate
capital  appreciation  by  investing  in a  professionally-managed,  diversified
portfolio of utility company equity and debt securities.

INVESCO Variable Investment Funds, Inc.--advised by INVESCO Funds Group, Denver,
Colorado.  INVESCO Trust Company is the sub-adviser  for the INVESCO  VIF-Equity
Income Portfolio.

INVESCO  VIF-Equity  Income  Fund is a  diversified  fund that seeks the highest
possible current income, with the added potential for capital appreciation.  The
Fund normally invests at least 65% of its total assets in dividend paying common
stocks.  The Fund's equity  investments are limited to stocks that can be easily
traded in the U.S.; it may, however, invest in foreign securities in the form of
American Depository Receipts. The rest of the Fund's assets are invested in debt
securities, generally corporate bonds that are rated investment grade or better.
The Fund may also invest up to 15% of its assets in lower-grade  debt securities
commonly known as "junk bonds," which generally offer higher interest rates, but
are riskier investments than investment grade securities.


INVESCO VIF-High Yield Fund securities. seeks a high level of current income. It
invests substantially all of its assets in lower-rated debt securities, commonly
called "junk bonds," and preferred stock, including securities issued by foreign
companies.  Although  these  securities  carry  with  them  higher  risks,  they
generally   provide  higher  yields  -  and  therefore   higher  income  -  than
higher-rated debt

INVESCO  VIF-Technology Fund seeks capital  appreciation and normally invests at
least 80% of its total  assets in equity  securities  of  companies  engaged  in
technology-related   industries.   These  include,   but  are  not  limited  to,
communications,  computers, video, electronics, oceanography, office and factory
automation,  and  robotics.  Many of these  products and services are subject to
rapid  obsolescence,  which may lower the market value of the  securities of the
companies in this sector.  The Fund's  investments  are  diversified  across the
technology   sector.   However,   because  the  investments  are  limited  to  a
comparatively  narrow segment of the economy,  the Fund's investments are not as
diversified  as most  mutual  funds,  and far less  diversified  than the  broad
securities  markets.  This means that the Fund  tends to be more  volatile  than
other mutual funds,  and the value of its portfolio  investments  tends to go up
and down more rapidly.  As a result,  the value of a Fund share may rise or fall
rapidly.


Janus Aspen Series--advised by Janus Capital Corporation of Denver, Colorado.

Janus  Aspen  Growth  Portfolio  seeks  long-term  growth of capital in a manner
consistent with the preservation of capital.  The Portfolio invests primarily in
common stocks selected for their growth potential.

Janus Aspen Worldwide  Growth  Portfolio seeks long-term  growth of capital in a
manner  consistent  with the  preservation  of capital.  The  Portfolio  invests
primarily  in common  stocks of any size  throughout  the world.  The  Portfolio
normally  invests in issuers from at least five different  countries,  including
the U.S.

Janus Aspen  International  Growth  Portfolio seeks long-term growth of capital.
The Portfolio normally invests at least 65% of its total assets in securities of
issuers from at least five different countries, excluding the U.S.

Janus Aspen  Flexible  Income  Portfolio  seeks to obtain  maximum total return,
consistent with preservation of capital. The Portfolio invests in a wide variety
of  income-producing  securities such as corporate  bonds and notes,  government
securities  and preferred  stock.  The Portfolio will invest at least 80% of its
assets  in  income-producing  securities  and may  own an  unlimited  amount  of
high-yield/high-risk  fixed income  securities and these securities may be a big
part of the Portfolio.

Montgomery Variable  Series--advised by Montgomery Asset Management,  LLC of San
Francisco, California.

Montgomery Variable Series:  Growth Fund seeks long-term capital appreciation by
investing  in  growth-oriented  U.S.  companies.  The  Fund may  invest  in U.S.
companies  of any size,  but  invests at least 65% of its total  assets in those
companies  whose shares have a total stock market value (market  capitalization)
of at least $1 billion.  The Fund's  strategy is to identify  well-managed  U.S.
companies  whose share prices  appear to be  undervalued  relative to the firm's
growth potential.

Prudential Series  Fund--advised by the Prudential  Insurance Company of America
of Newark, New Jersey.


Prudential  Series Fund Equity Class II  Portfolio  seeks  capital  appreciation
through  investment  primarily in common  stocks of companies,  including  major
established  corporations  as well as  smaller  capitalization  companies,  that
appear to offer attractive  prospects of price  appreciation that is superior to
broadly-based stock indexes. Current income, if any, is incidental.


SAFECO  Resource Series  Trust--advised  by SAFECO Asset  Management  Company of
Seattle, Washington.

SAFECO RST Equity  Portfolio  seeks growth of capital and the  increased  income
that ordinarily  follows from such growth.  The Portfolio  invests  primarily in
common stocks selected for appreciation potential.

SAFECO RST  Growth  Opportunities  Portfolio  seeks  growth of  capital  and the
increased income that ordinarily follows from such growth. The Portfolio invests
primarily in common stocks selected for appreciation potential.

Schwab Annuity Portfolios--advised by Charles Schwab Investment Management, Inc.
of San Francisco, California.

Schwab Money Market  Portfolio seeks the highest current income  consistent with
liquidity  and  stability  of capital.  This  Portfolio  is neither  insured nor
guaranteed by the Federal Deposit Insurance  Corporation or any other government
agency.  There can be no assurance that it will be able to maintain a stable net
asset value of $1.00 per share.

Schwab MarketTrack Growth Portfolio II seeks to provide high capital growth with
less  volatility  than an all stock  portfolio  by investing in a mix of stocks,
bonds,  and cash  equivalents  either  directly or through  investment  in other
mutual funds.

Schwab  S&P 500  Portfolio  seeks to track the price  and  dividend  performance
(total  return)  of  common  stocks of U.S.  companies,  as  represented  in the
Standard & Poor's Composite Index of 500 stocks.

Scudder Variable Life Investment  Fund--advised  by Scudder Kemper  Investments,
Inc. of New York, New York.

Scudder Variable Life Investment Fund Capital Growth Portfolio seeks to maximize
long-term capital growth through a broad and flexible  investment  program.  The
Portfolio  invests  principally  in common  stocks and  preferred  stocks in all
sectors  of  the  market,   including  companies  that  generate  or  apply  new
technologies,  companies that own or develop natural  resources,  companies that
may benefit from changing consumer demands and lifestyles and foreign companies.

Scudder  Variable  Life  Investment  Fund  Growth  and  Income  Portfolio  seeks
long-term growth of capital,  current income and growth of income. The Portfolio
pursues its goal by investing  primarily in common stocks,  preferred stocks and
securities  convertible into common stocks of companies which offer the prospect
for growth of earnings while paying higher than average current  dividends.  The
Portfolio may also purchase such securities  which do not pay current  dividends
but which offer prospects for growth of capital and future income.

The Strong Schafer Value Fund II--advised by Strong Schafer Capital  Management,
L.L.C. (SSCM) of Princeton, New Jersey.

The Strong Schafer Value Fund II seeks long-term capital  appreciation.  Current
income is a secondary objective.  The Fund invests primarily in common stocks of
medium- and large-size companies.

Van Kampen Life Investment Trust--advised by Van Kampen Asset Management Inc. of
Oakbrook Terrace, Illinois.

Van  Kampen LIT Morgan  Stanley  Real  Estate  Securities  Portfolio  seeks as a
primary  objective,  long-term  growth of capital by investing in  securities of
companies operating in the real estate industry,  primarily equity securities of
real  estate  investment  trusts.  Current  income  is  a  secondary  investment
objective.

Meeting Investment Objectives
Meeting  investment  objectives depends on various factors,  including,  but not
limited to, how well the Portfolio  managers  anticipate  changing  economic and
market  conditions.  There is no  guarantee  that any of these  Portfolios  will
achieve their stated objectives.

Where to Find More Information About the Portfolios
Additional  information about the investment  objectives and policies of all the
Portfolios and the investment  advisory and administrative  services and charges
can be found in the current Portfolio  Prospectuses,  which can be obtained from
the Schwab Insurance & Annuity Service Center.

The  Portfolios'  Prospectuses  should be read carefully  before any decision is
made  concerning the allocation of  Contributions  to, or Transfers  among,  the
Sub-Accounts.

Addition, Deletion or Substitution
Great-West does not control the Portfolios and cannot  guarantee that any of the
Portfolios  will  always  be  available  for  allocation  of   Contributions  or
Transfers.  We retain the right to make changes in the Series Account and in its
investments. Currently, Schwab must approve certain changes.

Great-West  and Schwab  reserve  the right to  discontinue  the  offering of any
Portfolio.  If a Portfolio is discontinued,  we may substitute shares of another
Portfolio  or  shares  of  another   investment  company  for  the  discontinued
Portfolio's  shares. Any share substitution will comply with the requirements of
the 1940 Act.

If you are  contributing to a Sub-Account  corresponding  to a Portfolio that is
being  discontinued,   you  will  be  given  notice  prior  to  the  Portfolio's
elimination.

Based on marketing,  tax, investment and other conditions,  we may establish new
Sub-Accounts  and  make  them  available  to  Owners  at  our  discretion.  Each
additional  Sub-Account will purchase shares in a Portfolio or in another mutual
fund or investment vehicle.

If, in our sole  discretion,  marketing,  tax,  investment  or other  conditions
warrant,  we may also  eliminate one or more  Sub-Accounts.  If a Sub-Account is
eliminated,  we will notify you and request that you to re-allocate  the amounts
invested in the eliminated Sub-Account.

- --------------------------------------------------------------------------------
The Guarantee Period Fund
The Guarantee Period Fund is not part of the Series Account.  Amounts  allocated
to the  Guarantee  Period Fund will be  deposited  to, and  accounted  for, in a
non-unitized  market value separate account. As a result, you do not participate
in the performance of the assets through unit values.

Because your  Contributions  do not receive a unit ownership of assets accounted
for in the  separate  account,  the  assets  accrue  solely  to the  benefit  of
Great-West  and any gain or loss in the  separate  account is borne  entirely by
Great-West.  You will receive the Contract  guarantees  made by  Great-West  for
amounts you contribute to the Guarantee Period Fund.

When you contribute or Transfer amounts to the Guarantee Period Fund, you select
a new Guarantee Period from those available.  All Guarantee  Periods will have a
term of at least one year.  Contributions allocated to the Guarantee Period Fund
will be credited on the Transaction Date we receive them.

Each  Guarantee  Period will have its own stated rate of interest  and  maturity
date determined by the date the Guarantee Period is established and the term you
choose.

Currently, Guarantee Periods with annual terms of 1 to 10 years are offered only
in those states where the  Guarantee  Period Fund is  available.  The  Guarantee
Periods  may  change  in the  future,  but this  will not have an  impact on any
Guarantee Period already in effect.


The value of amounts in each Guarantee Period equals Contributions plus interest
earned,  less any Premium Tax,  amounts  distributed,  withdrawn (in whole or in
part), amounts Transferred or applied to an annuity option, periodic withdrawals
and charges  deducted  under the Contract.  If a Guarantee  Period is broken,  a
Market  Value  Adjustment  may be  assessed  (please  see  "Breaking a Guarantee
Period" on Page 15). Any amount withdrawn or Transferred  prior to the Guarantee
Period Maturity Date will be paid in accordance with the Market Value Adjustment
formula. You can read more about Market Value Adjustments on Page 15.


Investments of the Guarantee
Period Fund
We use various techniques to invest in assets that have similar  characteristics
to our general account  assets--especially cash flow patterns. We will primarily
invest in  investment-grade  fixed  income  securities  including:  o Securities
issued by the U.S. Government or its agencies or instrumentalities, which may or
may not be
     guaranteed by the U.S. Government.
o    Debt  securities  which have an investment  grade, at the time of purchase,
     within the four highest  grades  assigned by Moody's  Investment  Services,
     Inc. (Aaa, Aa, A or Baa), Standard & Poor's Corporation (AAA, AA, A or BBB)
     or any other nationally recognized rating service.
o    Other debt instruments,  including,  but not limited to, issues of banks or
     bank holding companies and of corporations, which obligations--although not
     rated by Moody's,  Standard & Poor's, or other nationally recognized rating
     firms--are  deemed  by us to  have  an  investment  quality  comparable  to
     securities which may be purchased as stated above.
o    Commercial paper, cash or cash equivalents and other short-term investments
     having a maturity of less than one year which are  considered by us to have
     investment  quality  comparable  to  securities  which may be  purchased as
     stated above.

In  addition,  we may invest in futures and options  solely for  non-speculative
hedging  purposes.  We may sell a futures  contract  or purchase a put option on
futures or securities  to protect the value of securities  held in or to be sold
for the general account or the  non-unitized  separate account if the securities
prices are anticipated to decline.  Similarly, if securities prices are expected
to rise, we may purchase a futures contract or a call option against anticipated
positive cash flow or may purchase options on securities.

The above  information  generally  describes  the  investment  strategy  for the
Guarantee Period Fund. However, we are not obligated to invest the assets in the
Guarantee  Period Fund  according to any particular  strategy,  except as may be
required by Colorado  and other state  insurance  laws.  And, the stated rate of
interest that we establish will not necessarily relate to the performance of the
non-unitized market value separate account.



Subsequent Guarantee Periods
Before  annuity  payouts  begin,  you may  reinvest  the value of  amounts  in a
maturing  Guarantee  Period in a new Guarantee  Period of any length we offer at
that  time.  On the  quarterly  statement  you  receive  prior to the end of any
Guarantee  Period,  we will notify you of the  upcoming  maturity of a Guarantee
Period.  The Guarantee Period available for new  Contributions may be changed at
any time,  including  between  the date we notify  you of a  maturing  Guarantee
Period and the date a new Guarantee Period begins.

If you do not tell us where you would like the  amounts in a maturing  Guarantee
Period allocated by the maturity date, we will automatically allocate the amount
to a Guarantee  Period of the same length as the  maturing  period.  If the term
previously  chosen is no longer  available,  the amount will be allocated to the
next  shortest  available  Guarantee  Period  term.  If  none of the  above  are
available,  the value of matured  Guarantee  Periods  will be  allocated  to the
Schwab Money Market Sub-Account.

 No  Guarantee  Period may  mature  later  than six  months  after  your  Payout
Commencement  Date. For example,  if a 3-year  Guarantee  Period matures and the
Payout  Commencement  Date begins 1 3/4 years from the Guarantee Period maturity
date, the matured value will be transferred to a 2-year Guarantee Period.

- --------------------------------------------------------------------------------
Breaking a Guarantee Period
If you begin annuity payouts, Transfer or withdraw prior to the Guarantee Period
maturity date, you are breaking a Guarantee Period. When we receive a request to
break a Guarantee Period and you have another Guarantee Period that is closer to
its maturity date, we will break that Guarantee Period first.

If you break a Guarantee Period, you may be assessed an interest rate adjustment
called a Market Value Adjustment.

Interest Rates
The declared  annual rates of interest are  guaranteed  throughout the Guarantee
Period. For Guarantee Periods not yet in effect, Great-West may declare interest
rates  different  than those  currently in effect.  When a subsequent  Guarantee
Period begins, the rate applied will be equal to or more than the rate currently
in effect for new Contracts with the same Guarantee Period.

The stated rate of interest  must be at least equal to the  Guaranteed  Interest
Rate, but Great-West may declare higher rates.  The Guaranteed  Interest Rate is
based  on  the  applicable  state  standard  non-forfeiture  law.  The  standard
non-forfeiture  rate in all states is 3%,  except in  Florida,  Mississippi  and
Oklahoma, it's 0%.

The  determination  of the stated  interest rate is influenced  by, but does not
necessarily  correspond to, interest rates available on fixed income investments
which  Great-West may acquire using funds  deposited  into the Guarantee  Period
Fund. In addition,  Great-West considers regulatory and tax requirements,  sales
and administrative expenses,  general economic trends and competitive factors in
determining the stated interest rate.

Market Value Adjustment
Amounts you allocate to the Guarantee  Period Fund may be subject to an interest
rate adjustment  called a Market Value  Adjustment if, six months or more before
the Guarantee Period Fund's maturity date, you:
o surrender your investment in the Guarantee  Period Fund, o transfer money from
the Guarantee Period Fund, o partially  withdraw money from the Guarantee Period
Fund,
o apply amounts from the Guarantee Period Fund to purchase an annuity to receive
payouts from your account,  or o take a distribution  from the Guarantee  Period
Fund upon the death of the Owner or the Annuitant.

The Market Value  Adjustment will not apply to any Guarantee Period having fewer
than six  months  prior to the  Guarantee  Period  maturity  date in each of the
following situations:

o Transfer to a Sub-Account  offered  under this Contract o Surrenders,  partial
withdrawals,  annuitization  or periodic  withdrawals o A single sum payout upon
death of the Owner or Annuitant

A Market Value  Adjustment  may  increase or decrease the amount  payable on the
above-described   distributions.   The  formula  for  calculating  Market  Value
Adjustments is detailed in Appendix B. Appendix B also includes  examples of how
Market Value Adjustments work.

- --------------------------------------------------------------------------------
Application and Initial Contributions
The first step to  purchasing  the Schwab  Select  Annuity is to  complete  your
Contract  application  and submit it with your initial  minimum  Contribution of
$5,000;  $2,000  if an  IRA;  or  $1,000  if you  are  setting  up an  Automatic
Contribution Plan. Initial Contributions can be made by check (payable to GWL&A)
or transferred from a Schwab brokerage account.

If your  application  is  complete,  your  Contract  will  be  issued  and  your
Contribution  will be credited  within two  business  days after  receipt at the
Annuity  Administration  Department  at  Great-West.  Acceptance  is  subject to
sufficient  information  in a form  acceptable  to us. We  reserve  the right to
reject any application or Contribution.

If your application is incomplete,  the Annuity  Administration  Department will
complete the application from  information  Schwab has on file or contact you by
telephone to obtain the required  information.  If the information  necessary to
complete your  application  is not received  within five business  days, we will
return to you both your check and the  application.  If you  provide  consent we
will retain the initial  Contribution and credit it as soon as we have completed
your application.

- --------------------------------------------------------------------------------
Free Look Period
During the free look period  (ten-days or longer where required by law), you may
cancel your Contract.  If you exercise the free look privilege,  you must return
the Contract to the Annuity Administration Department at Great-West.

Generally,  Contributions  will be allocated to the Sub-Accounts you selected on
the  application,  effective  upon the  Transaction  Date.  During the free look
period,  you may change your Sub-Account  allocations as well as your allocation
percentages.

Contracts  returned  during the free look  period  will be void from the date we
issued the Contract. In most states, we will refund your current Annuity Account
Value. This amount may be higher or lower than your  Contributions,  which means
you bear the investment risk during the free look period.

Certain states require that we return the greater of your Annuity  Account Value
(less any surrenders,  withdrawals,  and distributions  already received) or the
amount of Contributions  received.  In those states,  all Contributions  will be
processed as follows:
o    Amounts  you  specify  to be  allocated  to one or  more  of the  available
     Guarantee  Periods  will be  allocated  as  directed,  effective  upon  the
     Transaction Date.
o    Amounts you specify to be allocated to one or more of the Sub-Accounts will
     first be allocated to the Schwab Money Market  Sub-Account until the end of
     the free look  period.  After the free look  period is over,  the  Variable
     Account Value held in the Schwab Money Market Sub-Account will be allocated
     to the Sub-Accounts you selected on the application.

- --------------------------------------------------------------------------------
Subsequent Contributions
Once  your   application   is  complete  and  we  have   received  your  initial
Contribution,  you can make  subsequent  Contributions  at any time prior to the
Payout  Commencement  Date,  as  long as the  Annuitant  is  living.  Additional
Contributions  must  be at  least  $500;  or  $100  if  made  via  an  Automatic
Contribution  Plan.  Total  Contributions  may exceed  $1,000,000 with our prior
approval.

Subsequent  Contributions can be made by check or via an Automatic  Contribution
plan  directly  from your bank or savings  account.  You can  designate the date
you'd like your subsequent  Contributions deducted from your account each month.
If you make subsequent  Contributions by check,  your check should be payable to
GWL&A.

You'll receive a confirmation of each Contribution you make upon its acceptance.

Great-West  reserves  the  right to  modify  the  limitations  set forth in this
section.

- --------------------------------------------------------------------------------
Annuity Account Value
Before the date annuity payouts begin,  your Annuity Account Value is the sum of
your Variable and Fixed Accounts established under your Contract.

Before your Annuity  Commencement  Date, the Variable Account Value is the total
dollar amount of all  accumulation  units credited to you for each  Sub-Account.
Initially,  the  value  of  each  accumulation  unit  was  set at  $10.00.  Each
Sub-Account's  value  prior to the Payout  Commencement  Date is equal to: o net
Contributions  allocated to the corresponding  Sub-Account,  o plus or minus any
increase  or  decrease  in the  value of the  assets of the  Sub-Account  due to
investment results, o minus the daily mortality and expense risk charge, o minus
reductions  for  the  Contract  Maintenance  Charge  deducted  on  the  contract
anniversary o minus any applicable  Transfer fees and o minus any withdrawals or
Transfers from the Sub-Account.

The value of a  Sub-Account's  assets is  determined at the end of each day that
the New York Stock Exchange is open for regular  business (a valuation  date). A
valuation period is the period between successive  valuation dates. It begins at
the close of the New York Stock Exchange  (generally 4:00 p.m.  Eastern time) on
each  valuation date and ends at the close of the New York Stock Exchange on the
next succeeding valuation date.

The  Variable  Account  Value is  expected to change  from  valuation  period to
valuation  period,   reflecting  the  investment   experience  of  the  selected
Sub-Account(s), as well as the deductions for applicable charges.

Upon  allocating  Variable  Account Values to a Sub-Account you will be credited
with variable accumulation units in that Sub-Account. The number of accumulation
units you will be  credited  is  determined  by  dividing  the  portion  of each
Contribution  allocated to the Sub-Account by the value of an accumulation unit.
The value of the accumulation  unit is determined and credited at the end of the
valuation period during which the Contribution was received.

Each  Sub-Account's  accumulation  unit value is  established at the end of each
valuation  period. It is calculated by multiplying the value of that unit at the
end of the prior valuation period by the Sub-Account's Net Investment Factor for
the valuation period. The formula used to calculate the Net Investment Factor is
discussed in Appendix C.

Unlike a brokerage account, amounts held under a Contract are not covered by the
Securities Investor Protection Corporation ("SIPC").

- --------------------------------------------------------------------------------
Transfers
Prior to the  Annuity  Commencement  Date you may  Transfer  all or part of your
Annuity  Account  Value  among and between the  Sub-Accounts  and the  available
Guarantee   Periods  by   telephone,   by  sending  a  Request  to  the  Annuity
Administration Department at Great-West or by calling our touch-tone account and
trading service.

Your Request must specify:
o        the amounts being Transferred,
o the Sub-Account(s) and/or Guarantee Period(s) from which the Transfer is to be
made, and o the Sub-Account(s)  and/or Guarantee Period(s) that will receive the
Transfer.

Currently,  there is no limit on the number of Transfers  you can make among the
Sub-Accounts and the Guarantee Period Fund during any calendar year. However, we
reserve the right to limit the number of Transfers you make.

There is no charge for the first twelve  Transfers each calendar year, but there
will be a charge of $10 for each  additional  Transfer  made. The charge will be
deducted from the amount Transferred. All Transfers made on a single Transaction
Date will count as only one Transfer toward the twelve free Transfers.  However,
if a one-time  rebalancing Transfer also occurs on the Transaction Date, it will
be counted as a separate and additional Transfer.

A Transfer  generally  will be effective on the date the Request for Transfer is
received by the Annuity  Administration  Department  at  Great-West  if received
before 4:00 p.m.  Eastern time. Under current tax law, there will not be any tax
liability to you if you make a Transfer.

Transfers  involving  the  Sub-Accounts  will  result  in  the  purchase  and/or
cancellation  of  accumulation  units  having a total  value equal to the dollar
amount being Transferred. The purchase and/or cancellation of such units is made
using the Variable  Account Value as of the end of the  valuation  date on which
the Transfer is effective.


When you make a Transfer from amounts in a Guarantee Period before the Guarantee
Period  maturity date, the amount  Transferred  may be subject to a Market Value
Adjustment  as  discussed  on Page 15. If you  request in  advance  to  Transfer
amounts from a maturing  Guarantee Period upon maturity,  your Transfer will not
count toward the 12 free Transfers and no Transfer fees will be charged.


Possible Restrictions
We  reserve  the right  without  prior  notice to modify,  restrict,  suspend or
eliminate the Transfer privileges (including telephone Transfers) at any time.

For  example,  Transfer  restrictions  may be  necessary to protect you from the
negative  effect  large  and/or   numerous   Transfers  can  have  on  portfolio
management.  Moving  significant  amounts  from one  Sub-Account  to another may
prevent the underlying  Portfolio from taking advantage of long-term  investment
opportunities  because  the  Portfolio  must  maintain  enough cash to cover the
cancellation  of  accumulation  units  that  results  from a  Transfer  out of a
Sub-Account. Moving large amounts of money may also cause a substantial increase
in Portfolio transaction costs which must be indirectly borne by you.

As a result,  we reserve the right to require that all Transfer requests be made
by you and not by your  designee  and to require that each  Transfer  request be
made by a separate  communication  to us. We also  reserve  the right to require
that  each  Transfer  request  be  submitted  in  writing  and be signed by you.
Transfers  among  the  Sub-Accounts  may  also  be  subject  to such  terms  and
conditions as may be imposed by the Portfolios.

Automatic Custom Transfers
Dollar Cost Averaging
Dollar  cost  averaging  allows  you  to  make  systematic  Transfers  from  one
Sub-Account to any other of the  Sub-Accounts.  Dollar cost averaging allows you
to buy more units when the price is low and fewer  units when the price is high.
Over time,  your  average cost per unit may be more or less than if you invested
all your money at one time.  However,  dollar cost  averaging  does not assure a
greater  profit,  or any profit,  and will not prevent or necessarily  alleviate
losses in a declining market.

You  can  set up  automatic  dollar  cost  averaging  on a  monthly,  quarterly,
semi-annual or annual basis.  Your Transfer will be initiated on the Transaction
Date one frequency period following the date of the request. For example, if you
request  quarterly  Transfers on January 9, your first  Transfer will be made on
April 9 and every three months on the 9th thereafter. Transfers will continue on
that same day each interval unless terminated by you or for other reasons as set
forth in the Contract.

If there are insufficient  funds in the applicable  Sub-Account on the date your
Transfer is scheduled, your Transfer will not be made. However, your dollar cost
averaging  Transfers  will  resume  once  there  are  sufficient  funds  in  the
applicable Sub-Account.  Dollar cost averaging will terminate automatically when
you start taking payouts from the Contract.  Dollar cost averaging Transfers are
not included in the twelve free Transfers allowed in a calendar year.

 Dollar cost averaging Transfers must meet the following conditions:

o The minimum amount that can be Transferred out of the selected  Sub-Account is
$100.
o    You must:  (1) specify the dollar amount to be  Transferred,  (2) designate
     the  Sub-Account(s)  to which the Transfer will be made,  and (3) designate
     the percent of the dollar amount to be allocated to each  Sub-Account  into
     which you are  Transferring  money.  The  accumulation  unit values will be
     determined on the Transfer date.

- --------------------------------------------------------------------------------
How dollar cost averaging works:

  -------- ------------ ---------- ---------
  -------  Contribution Units      Price
  Month                 Purchased  per unit
  -------- ------------ ---------- ---------
  -------- ------------ ---------- ---------
  Jan.          $250    10         $25.00
  -------- ------------ ---------- ---------
  -------- ------------ ---------- ---------
  Feb.         250      12           20.83
  -------- ------------ ---------- ---------
  -------- ------------ ---------- ---------
  Mar.         250      20           12.50
  -------- ------------ ---------- ---------
  -------- ------------ ---------- ---------
  Apr.         250      20           12.50
  -------- ------------ ---------- ---------
  -------- ------------ ---------- ---------
  May          250      15           16.67
  -------- ------------ ---------- ---------
  -------- ------------ ---------- ---------
  June         250      12           20.83
  -------- ------------ ---------- ---------
  Average market value per unit $18.06
  Investor's average cost per unit $16.85

In the chart above,  if all units had been  purchased at one time at the highest
unit value of $25.00,  only 60 units could have been  purchased  with $1500.  By
contributing  smaller amounts over time,  dollar cost averaging allowed 89 units
to be  purchased  with $1500 at an average unit price of $16.85.  This  investor
purchased 29 more units at $1.21 less per unit than the average market value per
unit of $18.06.
- --------------------------------------------------------------------------------

You may not  participate  in dollar cost  averaging  and  rebalancer at the same
time.

Great-West  reserves  the right to modify,  suspend  or  terminate  dollar  cost
averaging at any time.

Rebalancer
Over time, variations in each Sub-Account's  investment results will change your
asset  allocation  plan  percentages.  Rebalancer  allows  you to  automatically
reallocate   your  Variable   Account  Value  to  maintain  your  desired  asset
allocation. Participation in Rebalancer does not assure a greater profit, or any
profit,  nor will it  prevent or  necessarily  alleviate  losses in a  declining
market.

You can set up rebalancer as a one-time Transfer or on a quarterly,  semi-annual
or annual basis.  If you select to rebalance  only once,  the Transfer will take
place on the  Transaction  Date of the request.  One-time  Rebalancer  Transfers
count toward the twelve free Transfers allowed in a calendar year.

If you select to rebalance  on a quarterly,  semi-annual  or annual  basis,  the
first Transfer will be initiated on the  Transaction  Date one frequency  period
following  the  date of the  request.  For  example,  if you  request  quarterly
Transfers  on January 9, your first  Transfer  will be made on April 9 and every
three months on the 9th  thereafter.  Transfers  will  continue on that same day
each interval unless  terminated by you or for other reasons as set forth in the
Contract. Quarterly,  semi-annual and annual Transfers will not count toward the
12 free Transfers.

- --------------------------------------------------------------------------------
How rebalancer works:
- --------------------------------------------------------------------------------
Suppose you  purchased  your  annuity  and you  decided to allocate  60% of your
initial  contribution to stocks;  30% to bonds and 10% to cash equivalents as in
this pie chart:

[GRAPHIC OMITTED]


Stocks - 60%
  Large Company     - 30%
  Small Company     - 15%
  International     - 15%
Bonds -  30%
Cash  -  10%


Now assume that stock portfolios outperform bond portfolios and cash equivalents
over a certain period of time.  Over this period,  the unequal  performance  may
alter the asset allocation of the above hypothetical plan to look like this:

[GRAPHIC OMITTED]

Stocks - 75%
   Large Company    - 35%
   Small Company    - 20%
   International    - 20%
Bonds -  20%
Cash  -   5%


Rebalancer  automatically  reallocates  your Variable  Account Value to maintain
your  desired  asset  allocation.  In  this  example,  the  portfolio  would  be
re-allocated back to 60% in stocks; 30% in bonds; 10% in cash equivalents.
- --------------------------------------------------------------------------------

On the Transaction Date for the specified request,  assets will be automatically
reallocated  to the  Sub-Accounts  you  selected.  The  rebalancer  option  will
terminate automatically when you start taking payouts from the Contract.

Rebalancer Transfers must meet the following conditions:  o Your entire Variable
Account  Value must be  included.  o You must  specify  the  percentage  of your
Variable Account Value you'd like
     allocated to each  Sub-Account  and the frequency of  rebalancing.  You may
     modify the allocations or stop the rebalancer option at any time.
o You may not  participate  in dollar cost  averaging and rebalancer at the same
time.

Great-West  reserves the right to modify,  suspend,  or terminate the rebalancer
option at any time.

- --------------------------------------------------------------------------------
You may withdraw all or part of your  Annuity  Account  Value at any time during
the  life of the  Annuitant  and  prior  to the date  annuity  payouts  begin by
submitting a written withdrawal request to the Annuity Administration Department
at Great-West.  Withdrawals  are subject to the rules below and federal or state
laws,  rules or  regulations  may also apply.  The amount  payable to you if you
surrender  your  Contract is your Annuity  Account  Value,  with any  applicable
Market  Value  Adjustment  on the  Effective  Date of the  surrender,  less  any
applicable  Premium  Tax.  No  withdrawals  may be made  after the date  annuity
payouts begin.


If you request a partial withdrawal,  your Annuity Account Value will be reduced
by the dollar amount  withdrawn.  A Market Value  Adjustment  may apply.  Market
Value Adjustments are discussed on Page 15.


Partial withdrawals are unlimited.  However, you must specify the Sub-Account(s)
or  Guarantee  Period(s)  from  which the  withdrawal  is to be made.  After any
partial withdrawal, if your remaining Annuity Account Value is less than $2,000,
then a full surrender may be required.  The minimum partial  withdrawal  (before
application of the MVA) is $500.

The following terms apply to withdrawals:
o Partial  withdrawals  or surrenders  are not permitted  after the date annuity
payouts begin. o A partial  withdrawal or a surrender will be effective upon the
Transaction  Date.  o A partial  withdrawal  or a  surrender  from  amounts in a
Guarantee Period may be subject to the Market Value
     Adjustment  provisions,  and the  Guarantee  Period Fund  provisions of the
Contract.

Withdrawal  requests  must be in writing with your original  signature.  If your
instructions  are not clear,  your request will be denied and no  withdrawal  or
partial withdrawal will be processed.

After a withdrawal  of all of your Annuity  Account  Value,  or at any time that
your Annuity  Account  Value is zero,  all your rights  under the Contract  will
terminate.

Withdrawals to Pay Investment  Manager or Financial Advisor Fees You may request
partial  withdrawals  from your Annuity Account Value and direct us to remit the
amount  withdrawn  directly to your designated  Investment  Manager or Financial
Advisor (collectively "Consultant").  A withdrawal request for this purpose must
meet the $500  minimum  withdrawal  requirements  and comply  with all terms and
conditions   applicable  to  partial   withdrawals,   as  described  above.  Tax
consequences  of  withdrawals  are  detailed  below,  but you  should  consult a
competent  tax advisor  prior to  authorizing  a  withdrawal  from your  Annuity
Account to pay Consultant fees.

Tax Consequences of Withdrawals
Withdrawals made for any purpose may be  taxable--including  payments made by us
directly to your Consultant.

In  addition,  the Code may require us to  withhold  federal  income  taxes from
withdrawals  and report such  withdrawals  to the IRS.  If you  request  partial
withdrawals to pay Consultant  fees,  your Annuity Account Value will be reduced
by the sum of the fees paid to the Consultant and the related withholding.

You may elect,  in  writing,  to have us not  withhold  federal  income tax from
withdrawals,  unless  withholding  is mandatory  for your  Contract.  If you are
younger  than 59  1/2,  the  taxable  portion  of any  withdrawal  is  generally
considered to be an early  withdrawal  and is subject to an  additional  federal
penalty tax of 10%.


Some states also require  withholding for state income taxes.  For details about
withholding, please see "Federal Tax Matters" on Page 26.


If you are interested in this Contract as an IRA, please refer to Section 408 of
the Code for limitations and restrictions on cash withdrawals.

- --------------------------------------------------------------------------------
Telephone Transactions
You may  make  Transfer  requests  by  telephone.  Telephone  Transfer  requests
received  before 4:00 p.m.  Eastern  time will be made on that day at that day's
unit value.  Calls  completed  after 4:00 p.m.  Eastern time will be made on the
next  business  day we and the NYSE are open for  business,  at that  day's unit
value.

We will use reasonable  procedures to confirm that instructions  communicated by
telephone are genuine, such as: o requiring some form of personal identification
prior to  acting  on  instructions,  o  providing  written  confirmation  of the
transaction and/or o tape recording the instructions given by telephone.

If we  follow  such  procedures  we will not be  liable  for any  losses  due to
unauthorized or fraudulent instructions.

We reserve the right to suspend  telephone  transaction  privileges at any time,
for some or all Contracts, and for any reason.  Withdrawals are not permitted by
telephone.


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

Death Benefit
Before the date when annuity payouts begin,  the Death Benefit,  if any, will be
equal to the greater of:

o the  Annuity  Account  Value with an MVA,  if  applicable,  as of the date the
request  for  payout  is  received,  less  any  Premium  Tax,  or o the  sum  of
Contributions,  less partial withdrawals and/or periodic  withdrawals,  less any
Premium Tax.

The Death Benefit will become payable following our receipt of the Beneficiary's
claim in good  order.  When an Owner or the  Annuitant  dies  before the Annuity
Commencement  Date and a Death  Benefit is payable to a  Beneficiary,  the Death
Benefit proceeds will remain invested  according to the allocation  instructions
given by the Owner(s)  until new  allocation  instructions  are requested by the
Beneficiary or until the Death Benefit is actually paid to the Beneficiary.

The amount of the Death Benefit will be determined as of the date payouts begin.
However,  on the date a payout option is processed,  the Variable  Account Value
will  be  Transferred  to  the  Schwab  Money  Market   Sub-Account  unless  the
Beneficiary elects otherwise.

Subject to the distribution rules below, payout of the Death Benefit may be made
as follows:

Variable Account Value
o payout in a single sum, or
o payout under any of the variable annuity options provided under this Contract.

Fixed Account Value
o payout in a single sum that may be subject to a Market Value Adjustment,  or o
payout under any of the annuity options provided under this Contract that may be
subject to a Market Value Adjustment.

Any payment  within 6 months of the Guarantee  Period  Maturity Date will not be
subject to a Market Value Adjustment.

In any event, no payout of benefits  provided under the Contract will be allowed
that does not  satisfy  the  requirements  of the Code and any other  applicable
federal or state laws, rules or regulations.

Beneficiary
You may  select  one or more  Beneficiaries.  If more  than one  Beneficiary  is
selected,  they will  share  equally  in any Death  Benefit  payable  unless you
indicate  otherwise.  You  may  change  the  Beneficiary  any  time  before  the
Annuitant's death.

A change of Beneficiary will take effect as of the date the request is processed
by the Annuity Administration Department , unless a certain date is specified by
the Owner.  If the Owner dies before the request is  processed,  the change will
take effect as of the date the request was made,  unless we have  already made a
payout or otherwise  taken action on a designation  or change before  receipt or
processing of such  request.  A Beneficiary  designated  irrevocably  may not be
changed  without the written consent of that  Beneficiary,  except as allowed by
law.

The interest of any  Beneficiary who dies before the Owner or the Annuitant will
terminate at the death of the  Beneficiary.  The interest of any Beneficiary who
dies at the  time of,  or  within  30 days  after  the  death of an Owner or the
Annuitant will also terminate if no benefits have been paid to such Beneficiary,
unless the Owner otherwise indicates by request.  The benefits will then be paid
as though the Beneficiary had died before the deceased Owner or Annuitant. If no
Beneficiary  survives the Owner or  Annuitant,  as  applicable,  we will pay the
Death Benefit proceeds to the Owner's estate.

If the Beneficiary is not the Owner's  surviving  spouse,  she/he may elect, not
later  than one year  after the  Owner's  date of death,  to  receive  the Death
Benefit  in either a single  sum or payout  under any of the  variable  or fixed
annuity options  available under the Contract,  provided that: o such annuity is
distributed in substantially equal installments over the
     life or life  expectancy of the  Beneficiary or over a period not extending
     beyond the life expectancy of the Beneficiary and
o    such distributions  begin not later than one year after the Owner's date of
     death.

If an election is not received by Great-West  from a non-spouse  Beneficiary and
substantially  equal installments begin no later than one year after the Owner's
date of death,  then the entire amount must be distributed  within five years of
the Owner's date of death.  The Death  Benefit will be determined as of the date
the payouts begin. If a corporation or other  non-individual  entity is entitled
to receive benefits upon the Owner's death, the Death Benefit must be completely
distributed within five years of the Owner's date of death.

Distribution of Death Benefit
Death of Annuitant
Upon the death of the  Annuitant  while  the Owner is  living,  and  before  the
Annuity  Commencement  Date,  we will pay the Death  Benefit to the  Beneficiary
unless there is a Contingent Annuitant.

If a Contingent  Annuitant  was named by the Owner(s)  prior to the  Annuitant's
death,  and the Annuitant  dies before the Annuity  Commencement  Date while the
Owner and Contingent  Annuitant are living, no Death Benefit will be payable and
the Contingent Annuitant will become the Annuitant.

If the Annuitant dies after the date annuity payouts begin and before the entire
interest has been  distributed,  any benefit  payable must be distributed to the
Beneficiary  according to and as rapidly as under the payout option which was in
effect on the Annuitant's date of death.

If  the  deceased   Annuitant  is  an  Owner,  or  if  a  corporation  or  other
non-individual  is an Owner,  the death of the Annuitant  will be treated as the
death of an Owner  and the  Contract  will be  subject  to the  "Death of Owner"
provisions described below.

- --------------------------------------------------------------------------------
Contingent Annuitant
While the  Annuitant  is living,  you may,  by  Request,  designate  or change a
Contingent  Annuitant  from time to time. A change of Contingent  Annuitant will
take  effect  as  of  the  date  the  request  is   processed   at  the  Annuity
Administration  Department at Great-West,  unless a certain date is specified by
the  Owner(s).  Please  note,  you are not  required to  designate a  Contingent
Annuitant.
- --------------------------------------------------------------------------------



<PAGE>


                                       23
Death of Owner Who Is Not the Annuitant
If there is a Joint Owner who is the surviving spouse and the Beneficiary of the
deceased Owner,  the Joint Owner becomes the Owner and Beneficiary and the Death
Benefit will be paid to the Joint Owner or the Joint Owner may elect to take the
Death Benefit or to continue the Contract in force.

If the Owner dies after annuity payouts  commence and before the entire interest
has been  distributed  while the Annuitant is living,  any benefit  payable will
continue  to be  distributed  to the  Annuitant  as  rapidly as under the payout
option  applicable  on the Owner's date of death.  All rights  granted the Owner
under the Contract will pass to any  surviving  Joint Owner and, if none, to the
Annuitant.

In all other cases, we will pay the Death Benefit to the  Beneficiary  even if a
Joint Owner (who was not the Owner's  spouse on the date of the Owner's  death),
the  Annuitant  and/or  the  Contingent  Annuitant  are alive at the time of the
Owner's death,  unless the sole  Beneficiary is the deceased  Owner's  surviving
spouse  who may elect to become  the Owner and  Annuitant  and to  continue  the
Contract in force.

Death of Owner Who Is the Annuitant
If there is a Joint Owner who is the surviving  spouse of the deceased Owner and
a Contingent  Annuitant,  the Joint Owner becomes the Owner and the Beneficiary,
the  Contingent  Annuitant  will become the  Annuitant,  and the  Contract  will
continue in force.

If there is a Joint Owner who is the surviving spouse and the Beneficiary of the
deceased  Owner but no  Contingent  Annuitant,  the Joint  Owner will become the
Owner,  Annuitant  and  Beneficiary  and may elect to take the Death  Benefit or
continue the Contract in force.

In all other cases, we will pay the Death Benefit to the Beneficiary,  even if a
Joint Owner (who was not the Owner's  spouse on the date of the Owner's  death),
Annuitant  and/or  Contingent  Annuitant  are  alive at the time of the  Owner's
death,  unless the sole Beneficiary is the deceased Owner's surviving spouse who
may elect to become the Owner and  Annuitant  and to  continue  the  Contract in
force.

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Charges and Deductions
No amounts will be deducted from your  Contributions  except for any  applicable
Premium  Tax.  As a  result,  the full  amount of your  Contributions  (less any
applicable Premium Tax) are invested in the Contract.


As more fully described  below,  charges under the Contract are assessed only as
deductions for:

o        Premium Tax, if applicable,
o        Certain Transfers,
o        a Contract Maintenance Charge, and
o charges  against your Variable  Account Value for our  assumption of mortality
and expense risks.

Mortality and Expense Risk Charge
We deduct a Mortality and Expense Risk Charge from your  Variable  Account Value
at the end of  each  valuation  period  to  compensate  us for  bearing  certain
mortality and expense risks under the Contract.  This is a daily charge equal to
an  effective  annual  rate of 0.85%.  The  approximate  portion of this  charge
attributable to mortality risks is 0.68%. The approximate portion of this charge
estimated to be  attributable  to expense risk is 0.17%.  We guarantee that this
charge will never increase beyond 0.85%.

The Mortality and Expense Risk Charge is reflected in the unit values of each of
the  Sub-Accounts  you have  selected.  Thus,  this charge  will  continue to be
applicable  should you choose a variable  annuity  payout option or the periodic
withdrawal option.

Annuity Account Values and annuity payouts are not affected by changes in actual
mortality  experience  incurred by us. The  mortality  risks assumed by us arise
from  our  contractual   obligations  to  make  annuity  payouts  determined  in
accordance  with the  annuity  tables  and  other  provisions  contained  in the
Contract. This means that you can be sure that neither the Annuitant's longevity
nor an  unanticipated  improvement  in general life  expectancy  will  adversely
affect the annuity payouts under the Contract.

We bear substantial risk in connection with the Death Benefit before the Annuity
Commencement Date.

The expense risk assumed is the risk that our actual  expenses in  administering
the Contracts and the Series Account will be greater than we anticipated.

If the Mortality and Expense Risk Charge is  insufficient  to cover actual costs
and  risks  assumed,  the loss  will  fall on us.  If this  charge  is more than
sufficient,  any excess will be profit to us. Currently, we expect a profit from
this charge.  Our expenses for  distributing  the Contracts will be borne by our
general assets, including any profits from this charge.



<PAGE>


                                       30
Contract Maintenance Charge
We currently  deduct a $25 annual Contract  Maintenance  Charge from the Annuity
Account Value on each Contract anniversary date for accounts under $50,000. This
charge partially covers our costs for administering the Contracts and the Series
Account. Once you have started receiving payouts from the Contract,  this charge
will stop unless you choose the periodic withdrawal option.

The  Contract  Maintenance  Charge is deducted  from the portion of your Annuity
Account Value allocated to the Schwab Money Market  Sub-Account.  If the portion
of your Annuity Account Value in this Sub-Account is not sufficient to cover the
Contract  Maintenance  Charge,  then the  charge  or any  portion  of it will be
deducted on a pro rata basis from all your  Sub-Accounts  with current value. If
the entire Annuity Account is held in the Guarantee Period Fund or there are not
enough  funds in any  Sub-Account  to pay the entire  charge,  then the Contract
Maintenance Charge will be deducted on a pro rata basis from amounts held in all
Guarantee  Periods.  There is no MVA on amounts deducted from a Guarantee Period
for the Contract Maintenance Charge.

The  Contract  Maintenance  Charge is  currently  waived for  Contracts  with an
Annuity  Account Value of at least $50,000.  If your Annuity Account Value falls
below $50,000,  the Contract  Maintenance  Charge will be reinstated  until such
time as your Annuity  Account Value is equal to or greater than  $50,000.  We do
not expect a profit from amounts received from the Contract Maintenance Charge.

Transfer Fees
There will be a $10 charge for each  Transfer in excess of 12  Transfers  in any
calendar year. We do not expect a profit from the Transfer fees.

Expenses of the Portfolios

The  value of the  assets in the  Sub-Accounts  reflect  the value of  Portfolio
shares and therefore the fees and expenses  paid by each  Portfolio.  A complete
description  of the  fees,  expenses,  and  deductions  from the  Portfolios  is
included in this Prospectus  under the Variable  Annuity Fee Table and Portfolio
Annual Expenses on Page 7 and 8.



Premium Tax
We may be required to pay state Premium  Taxes or  retaliatory  taxes  currently
ranging from 0% to 3.5% in  connection  with  Contributions  or values under the
Contracts.  Depending upon applicable  state law, we will deduct charges for the
Premium  Taxes  we  incur  with  respect  to your  Contributions,  from  amounts
withdrawn,  or from amounts  applied on the Payout  Commencement  Date.  In some
states,  charges for both direct Premium Taxes and retaliatory Premium Taxes may
be imposed at the same or different times with respect to the same Contribution,
depending on applicable state law.

Other Taxes
Under  present  laws,  we will incur  state or local  taxes (in  addition to the
Premium Tax described  above) in several  states.  No charges are currently made
for taxes  other than  Premium  Tax.  However,  we  reserve  the right to deduct
charges in the future for federal, state, and local taxes or the economic burden
resulting  from  the  application  of any  tax  laws  that  we  determine  to be
attributable to the Contract.

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Payout Options
During  the  Distribution  Period,  you can  choose to  receive  payouts in four
ways--through  periodic  withdrawals,  variable annuity  payouts,  fixed annuity
payouts or in a single, lump-sum payment.

You may change the Payout Commencement Date within 60 days prior to commencement
of payouts or your Beneficiary may change it upon the death of the Owner.

If this is an IRA, payouts which satisfy the minimum  distribution  requirements
of the Code must begin no later than April 1 of the calendar year  following the
calendar year in which you become age 70 1/2.

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Periodic Withdrawals
You may request  that all or part of the Annuity  Account  Value be applied to a
periodic  withdrawal option. The amount applied to a periodic  withdrawal is the
Annuity Account Value with any applicable MVA, less Premium Tax, if any.

In requesting periodic withdrawals, you must elect:
o The  withdrawal  frequency  of either 1-,  3-, 6- or  12-month  intervals  o A
minimum  withdrawal  amount of at least $100 o The  calendar day of the month on
which  withdrawals will be made o One of the periodic  withdrawal payout options
discussed below-- you may
     change the withdrawal option and/or the frequency once each calendar year.

Your   withdrawals  may  be  prorated  across  the  Guarantee  Period  Fund  (if
applicable) and the Sub-Accounts in proportion to their assets.  Or, they can be
made  specifically  from the Guarantee  Period Fund and specific  Sub-Account(s)
until they are  depleted.  Then,  we will  automatically  prorate the  remaining
withdrawals  against any remaining  Guarantee Period Fund and Sub-Account assets
unless you request otherwise.

While periodic withdrawals are being received:
o  You  may  continue  to  exercise  all  contractual  rights,  except  that  no
Contributions may be made. o A Market Value Adjustment,  if applicable,  will be
assessed for periodic withdrawals from Guarantee Periods
     six or more months prior to its Guarantee  Period  maturity date. o You may
keep the same  Sub-Accounts  as you had  selected  before  periodic  withdrawals
began.  o Charges  and fees under the  Contract  continue  to apply.  o Maturing
Guarantee Periods renew into the shortest Guarantee Period then available.

Periodic withdrawals will cease on the earlier of the date:
o The amount  elected to be paid under the option  selected  has been reduced to
zero. o The Annuity Account Value is zero.
o You request that withdrawals stop. o The Owner or the Annuitant dies.

If periodic withdrawals stop, you may resume making  Contributions.  However, we
may limit the number of times you may restart a periodic withdrawal program.

Periodic withdrawals made for any purpose may be taxable, subject to withholding
and to the 10% federal  penalty tax if you are younger than age 59 1/2. IRAs are
subject  to complex  rules  with  respect to  restrictions  on and  taxation  of
distributions, including penalty taxes.

- --------------------------------------------------------------------------------
If  you  choose  to  receive  payouts  from  your  Contract   through   periodic
withdrawals,  you may select from the  following  payout  options:  Income for a
specified  period (at least 36 months)--You  elect the length of time over which
withdrawals  will be made.  The amount paid will vary based on the  duration you
choose.
- --------------------------------------------------------------------------------
Income of a specified  amount (at least 36 months)--You  elect the dollar amount
of the withdrawals. Based on the amount elected, the duration may vary. Interest
only--Your  withdrawals will be based on the amount of interest  credited to the
Guarantee  Period  Fund  between  withdrawals.  Available  only  if 100% of your
Account Value is invested in the Guarantee Period Fund. Minimum distribution--If
you are using this Contract as an IRA, you may request minimum  distributions as
specified under Code Section 401(a)(9).
Any other form of periodic  withdrawal  acceptable to Great-West  which is for a
period of at least 36 months.


In accordance  with the provisions  outlined in this section,  you may request a
periodic  withdrawal to remit fees paid to your Investment  Manager or Financial
Advisor.  There may be income tax  consequences to any periodic  withdrawal made
for this purpose. Please see "Cash Withdrawals" on Page 19.


Annuity Payouts
You can  choose the date you'd like  annuity  payouts to start  either  when you
purchase the  Contract or at a later date.  The date you choose must be at least
one year after your  initial  Contribution.  If you do not select a payout start
date,  payouts will begin on the first day of the month of the Annuitant's  91st
birthday.  You can change  your  selection  at any time up to 30 days before the
annuity date you selected.

If you  have  not  elected  a  payout  option  within  30  days  of the  Annuity
Commencement  Date, the portion of your Annuity Account Value held in your Fixed
Account will be paid out as a fixed life  annuity with a guarantee  period of 20
years. The Annuity Account Value held in the Sub-Account(s)  will be paid out as
a variable life annuity with a guarantee period of 20 years.

The  amount  to be  paid  out is  the  Annuity  Account  Value  on  the  Annuity
Commencement  Date.  The minimum  amount that may be withdrawn  from the Annuity
Account Value to purchase an annuity payout option is $2,000 with a Market Value
Adjustment,  if applicable.  If after the Market Value Adjustment,  your Annuity
Account Value is less than $2,000, we may pay the amount in a single sum subject
to the Contract provisions applicable to a partial withdrawal.

- --------------------------------------------------------------------------------
If you choose to receive  variable  annuity payouts from your Contract,  you may
select from the following payout options:  Variable life annuity with guaranteed
period--This  option provides for monthly payouts during a guaranteed  period or
for the lifetime of the Annuitant,  whichever is longer.  The guaranteed  period
may be 5, 10, 15 or 20 years.  Variable life  annuity--This  option provides for
monthly  payouts  during the lifetime of the Annuitant.  The annuity  terminates
with the last payout due prior to the death of the  Annuitant.  Since no minimum
number of payouts is  guaranteed,  this  option may offer the  maximum  level of
monthly  payouts.  It is  possible  that  only  one  payout  may be  made if the
Annuitant died before the date on which the second payout is due.
- --------------------------------------------------------------------------------

Under an annuity  payout option,  you can receive  payouts  monthly,  quarterly,
semi-annually or annually in payments which must be at least $50. We reserve the
right to make payouts using the most frequent  payout  interval which produces a
payout of at least $50.

If you elect to receive a single sum payment,  the amount paid is the  Surrender
Value.

Amount of First Variable Payout
The first payout  under a variable  annuity  payout  option will be based on the
value of the  amounts  held in each  Sub-Account  you have  selected  on the 5th
valuation date preceding the Annuity Commencement Date. It will be determined by
applying the appropriate rate to the amount applied under the payout option.

For annuity options  involving life income,  the actual age and/or gender of the
Annuitant will affect the amount of each payout. We reserve the right to ask for
satisfactory  proof of the  Annuitant's  age. We may delay annuity payouts until
satisfactory  proof is received.  Since payouts to older Annuitants are expected
to be fewer in  number,  the  amount of each  annuity  payout  under a  selected
annuity form will be greater for older Annuitants than for younger Annuitants.

If the age of the Annuitant has been misstated,  the payouts established will be
made on the basis of the  correct  age.  If  payouts  were too large  because of
misstatement,  the difference  with interest may be deducted by us from the next
payout or payouts.  If payouts were too small,  the difference with interest may
be added by us to the next payout.  This interest is at an annual effective rate
which will not be less than the Guaranteed Interest Rate.

Variable Annuity Units

The number of Annuity Units paid for each  Sub-Account is determined by dividing
the  amount of the first  monthly  payout by its  Annuity  Unit value on the 5th
valuation date preceding the date the first payout is due. The number of Annuity
Units used to calculate  each payout for a Sub-Account  remains fixed during the
Annuity Payout Period.

Amount of Variable Payouts After the
First Payout
Payouts after the first will vary depending  upon the investment  performance of
the Sub-Accounts. The subsequent amount paid from each Sub-Account is determined
by multiplying  (a) by (b) where (a) is the number of Sub-Account  Annuity Units
to be paid and (b) is the  Sub-Account  Annuity Unit value on the 5th  valuation
date  preceding  the date the annuity  payout is due.  The total  amount of each
variable annuity payout will be the sum of the variable annuity payouts for each
Sub-Account  you have  selected.  We  guarantee  that the dollar  amount of each
payout  after the first  will not be  affected  by  variations  in  expenses  or
mortality experience.

Transfers After the Variable Annuity
Commencement Date
Once annuity  payouts have begun,  no Transfers may be made from a fixed annuity
payout option to a variable annuity payout option, or vice versa.  However,  for
variable  annuity  payout  options,  Transfers  may be made within the  variable
annuity  payout option among the  available  Sub-Accounts.  Transfers  after the
Annuity Commencement Date will be made by converting the number of Annuity Units
being Transferred to the number of Annuity Units of the Sub-Account to which the
Transfer is made.  The result will be that the next annuity  payout,  if it were
made at that time,  would be the same amount that it would have been without the
Transfer.  Thereafter,  annuity payouts will reflect changes in the value of the
new Annuity Units.

Other Restrictions
Once payouts start under the annuity payout option you select:  o no changes can
be made in the payout  option,  o no additional  Contributions  will be accepted
under the Contract and o no further withdrawals,  other than withdrawals made to
provide annuity benefits, will be allowed.

A portion or the entire amount of the annuity payouts may be taxable as ordinary
income. If, at the time the annuity payouts begin, we have not received a proper
written  election not to have  federal  income  taxes  withheld,  we must by law
withhold such taxes from the taxable  portion of such annuity  payouts and remit
that amount to the federal government (an election not to have taxes withheld is
not permitted for certain Qualified Contracts). State income tax withholding may
also apply. Please see "Federal Tax Matters" below for details.

- --------------------------------------------------------------------------------
If you choose to receive  fixed  annuity  payouts  from your  Contract,  you may
select from the following payout options: Income of specified amount--The amount
applied under this option may be paid in equal annual, semi-annual, quarterly or
monthly  installments in the dollar amount elected for not more than 240 months.
Income  for  a  specified  period--Payouts  are  paid  annually,  semi-annually,
quarterly or monthly,  as elected,  for a selected number of years not to exceed
240 months.
Fixed life annuity with guaranteed  period--This option provides monthly payouts
during a guaranteed  period or for the lifetime of the  Annuitant,  whichever is
longer.  The  guaranteed  period  may  be 5,  10,  15 or 20  years.  Fixed  life
annuity--This  option  provides for monthly  payouts  during the lifetime of the
Annuitant.  The annuity  ends with the last payout due prior to the death of the
Annuitant.  Since no minimum  number of payouts is  guaranteed,  this option may
offer the maximum level of monthly payouts.  It is possible that only one payout
may be made if the Annuitant  died before the date on which the second payout is
due. Any other form of a fixed annuity acceptable to us.
- --------------------------------------------------------------------------------

Annuity IRAs
The  annuity  date  and  options   available  for  IRAs  may  be  controlled  by
endorsements, the plan documents, or applicable law.

Under the Code, a Contract  purchased and used in connection  with an Individual
Retirement  Account or with certain other plans  qualifying for special  federal
income tax treatment is subject to complex "minimum distribution"  requirements.
Under a minimum  distribution plan,  distributions must begin by a specific date
and the entire  interest of the plan  participant  must be distributed  within a
certain  specified  period of time. The application of the minimum  distribution
requirements vary according to your age and other circumstances.


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


Seek Tax Advice

The following  discussion of the federal income tax consequences is only a brief
summary and is not intended as tax advice.  The federal income tax  consequences
discussed here reflect our  understanding of current law and the law may change.
Federal estate tax  consequences  and state and local estate,  inheritance,  and
other tax consequences of ownership or receipt of distributions under a Contract
depend on your individual  circumstances or the  circumstances of the person who
receives  the  distribution.  A tax  adviser  should be  consulted  for  further
information.

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Federal Tax Matters
The  following  discussion  is a  general  description  of  federal  income  tax
considerations relating to the Contracts and is not intended as tax advice. This
discussion  assumes  that the  Contract  qualifies  as an annuity  contract  for
federal income tax purposes.  This discussion is not intended to address the tax
consequences resulting from all situations. If you are concerned about these tax
implications  relating  to the  ownership  or use of the  Contract,  you  should
consult a competent tax adviser before initiating any transaction.

This  discussion is based upon our  understanding  of the present federal income
tax laws as they are currently  interpreted by the Internal Revenue Service.  No
representation  is made as to the likelihood of the  continuation of the present
federal income tax laws or of the current interpretation by the Internal Revenue
Service.  Moreover, no attempt has been made to consider any applicable state or
other tax laws.

The  Contract  may be purchased  on a non-tax  qualified  basis  ("Non-Qualified
Contract") or purchased and used in connection with IRAs. The ultimate effect of
federal income taxes on the amounts held under a Contract,  on annuity  payouts,
and on the economic benefit to you, the Annuitant, or the Beneficiary may depend
on the type of Contract, and on the tax status of the individual concerned.

- --------------------------------------------------------------------------------
Because tax laws, rules and regulations are constantly changing,  we do not make
any guarantees about the Contract's tax status.
- --------------------------------------------------------------------------------

Certain  requirements  must  be  satisfied  in  purchasing  an  Annuity  IRA and
receiving  distributions  from an  Annuity  IRA in order to  continue  receiving
favorable  tax  treatment.  As a result,  purchasers of Annuity IRAs should seek
competent  legal and tax advice  regarding the  suitability  of the Contract for
their situation, the applicable requirements and the tax treatment of the rights
and benefits of the Contract.  The following  discussion assumes that an Annuity
IRA is  purchased  with  proceeds  and/or  Contributions  that  qualify  for the
intended special federal income tax treatment.

Taxation of Annuities
Section 72 of the Code governs taxation of annuities. You, as a "natural person"
will not generally be taxed on  increases,  if any, in the value of your Annuity
Account  Value until a  distribution  occurs by  withdrawing  all or part of the
Annuity  Account Value (for example,  withdrawals  or annuity  payouts under the
annuity  payout  option  elected).  However,  under certain  circumstances,  you
currently may be subject to taxation.  In addition,  an assignment,  pledge,  or
agreement to assign or pledge any portion of the Annuity Account Value generally
will be treated as a distribution. The taxable portion of a distribution (in the
form of a single sum payout or an annuity) is taxable as ordinary income. An IRA
Contract may not be assigned as collateral.

If the Contract is not owned by a natural person (for example,  a corporation or
certain trusts), you generally must include in income any increase in the excess
of the Annuity  Account Value over the  "investment in the Contract"  (discussed
below) during each taxable year.  The rule does not apply where the  non-natural
person is the stated Owner of a Contract and the  beneficial  Owner is a natural
person.

The rule also does not apply where:

o The annuity  Contract is acquired by the estate of a decedent.  o The Contract
is held  under  an IRA.  o The  Contract  is a  qualified  funding  asset  for a
structured settlement.
o The  Contract is  purchased  on behalf of an employee  upon  termination  of a
qualified plan.

The  following  discussion  generally  applies to a Contract  owned by a natural
person.

Withdrawals
In the  case of a  withdrawal  under an IRA,  including  withdrawals  under  the
periodic withdrawal option, a portion of the amount received may be non-taxable.
The amount of the  non-taxable  portion is generally  determined by the ratio of
the "investment in the Contract" to the individual's total accrued benefit under
the plan. The  "investment in the Contract"  generally  equals the amount of any
nondeductible Contributions paid by or on behalf of any individual.  Special tax
rules may be available for certain distributions from an IRA.

With respect to Non-Qualified Contracts, partial withdrawals, including periodic
withdrawals,  are  generally  treated as taxable  income to the extent  that the
Annuity Account Value immediately  before the withdrawal exceeds the "investment
in the Contract" at that time. If a partial  withdrawal is made from a Guarantee
Period which is subject to a Market Value  Adjustment,  then the Annuity Account
Value immediately before the withdrawal will not be altered to take into account
the Market  Value  Adjustment.  As a result,  for  purposes of  determining  the
taxable  portion of the partial  withdrawal,  the Annuity Account Value will not
reflect the amount,  if any,  deducted from or added to the Guarantee Period due
to the Market Value Adjustment. Full surrenders are treated as taxable income to
the extent that the amount  received  exceeds the  "investment in the Contract."
The taxable portion of any annuity payout is taxed at ordinary income tax rates.

Annuity Payouts

Although  the tax  consequences  may vary  depending on the annuity form elected
under the  Contract,  in general,  only the  portion of the annuity  payout that
represents the amount by which the Annuity  Account Value exceeds the investment
in the  Contract  will  be  taxed.  After  the  investment  in the  Contract  is
recovered,  the full amount of any additional  annuity  payouts is taxable.  For
fixed annuity payouts,  in general there is no tax on the portion of each payout
which represents the same ratio that the investment in the Contract bears to the
total  expected  value  of the  annuity  payouts  for the  term of the  payouts.
However, the remainder of each annuity payout is taxable. Once the investment in
the Contract has been fully recovered, the full amount of any additional annuity
payouts is taxable.

Penalty Tax
For distributions from a Non-Qualified  Contract,  there may be a federal income
tax penalty  imposed equal to 10% of the amount  treated as taxable  income.  In
general,  however, there is no penalty tax on distributions:  o Made on or after
the date on which the Owner reaches age 59 1/2.
o        Made as a result of death or disability of the Owner.
o    Received in  substantially  equal periodic  payouts (at least annually) for
     your  life  (or  life  expectancy)  or  the  joint  lives  (or  joint  life
     expectancies) of you and the Beneficiary.

Other   exemptions  or  tax  penalties  may  apply  to   distributions   from  a
Non-Qualified  Contract or certain  distributions  from an IRA. For more details
regarding these exemptions or penalties consult a competent tax adviser.

Taxation of Death Benefit Proceeds
Amounts may be distributed from the Contract because of the death of an Owner or
the  Annuitant.  Generally  such  amounts  are  included  in the  income  of the
recipient as follows: o If distributed in a lump sum, they are taxed in the same
manner as a full  surrender,  as  described  above.  o If  distributed  under an
annuity form, they are taxed in the same manner as annuity payouts, as described
     above.

Distribution at Death

In order to be treated as an annuity  contract,  the terms of the Contract  must
provide the following  two  distribution  rules:  o If the Owner dies before the
date annuity payouts start, your entire interest must generally be distributed
     within five years after the date of your death.  If payable to a designated
     Beneficiary, the distributions may be paid over the life of that designated
     Beneficiary  or over a period not extending  beyond the life  expectancy of
     that  Beneficiary,  so long as payouts start within one year of your death.
     If the sole  designated  Beneficiary  is your  spouse,  the Contract may be
     continued in the name of the spouse as Owner.
o    If the Owner dies on or after the date annuity  payouts  start,  and before
     the entire interest in the Contract has been distributed,  the remainder of
     your interest will be  distributed  on the same or on a more rapid schedule
     than that provided for in the method in effect on the date of death.

If the Owner is not an  individual,  then for  purposes of the  distribution  at
death rules,  the Primary  Annuitant is considered the Owner. In addition,  when
the Owner is not an individual,  a change in the Primary Annuitant is treated as
the death of the Owner.

Distributions  made to a Beneficiary  upon the Owner's death from an IRA must be
made pursuant to the rules in Section 401(a)(9) of the Code.

Transfers, Assignments or Exchanges
A transfer of ownership of a Contract, the designation of an Annuitant, Payee or
other  Beneficiary  who is not also the Owner, or the exchange of a Contract may
result in adverse tax consequences that are not discussed in this Prospectus.

Multiple Contracts
All deferred,  Non-Qualified Annuity Contracts that are issued by Great-West (or
our  affiliates)  to the same Owner during any calendar  year will be treated as
one annuity contract for purposes of determining the taxable amount.

Withholding

Annuity  distributions  generally are subject to  withholding at rates that vary
according  to  the  type  of  distribution   and  the  recipient's  tax  status.
Recipients, however, generally are provided the opportunity to elect not to have
tax withheld from distributions.  Certain distributions from IRAs are subject to
mandatory federal income tax withholding.

Section 1035 Exchanges

Code  Section  1035  provides  that no gain or loss shall be  recognized  on the
exchange of one insurance contract for another.  Generally,  contracts issued in
an exchange for another annuity  contract are treated as new for purposes of the
penalty and distribution at death rules.

Individual Retirement Annuities
The Contract may be used with IRAs as described in Section 408 of the Code which
permits eligible  individuals to contribute to an individual  retirement program
known as an Individual Retirement Annuity.  Also, certain kinds of distributions
from  certain  types of  qualified  and  non-qualified  retirement  plans may be
"rolled  over"  following  the rules set out in the Code.  If you purchase  this
Contract  for  use  with  an  IRA,  you  will  be  provided  with   supplemental
information.  And, you have the right to revoke your purchase  within seven days
of purchase of the IRA Contract.

If a Contract is purchased to fund an IRA, the Annuitant must also be the Owner.
In addition,  if a Contract is purchased to fund an IRA,  minimum  distributions
must  commence  not later  than April 1st of the  calendar  year  following  the
calendar  year in which you  attain  age 70 1/2.  You  should  consult  your tax
adviser concerning these matters.

Various tax penalties may apply to Contributions in excess of specified  limits,
distributions  that do not satisfy  specified  requirements,  and certain  other
transactions.  The  Contract  will be  amended  as  necessary  to conform to the
requirements of the Code if there is a change in the law. Purchasers should seek
competent advice as to the suitability of the Contract for use with IRAs.

When you make  your  initial  Contribution,  you must  specify  whether  you are
purchasing a  Non-Qualified  Contract or an IRA. If the initial  Contribution is
made as a result of an exchange or surrender of another annuity contract, we may
require  that you provide  information  with  regard to the  federal  income tax
status of the previous annuity contract.

We will require that you purchase separate Contracts if you want to invest money
qualifying for different annuity tax treatment under the Code. For each separate
Contract  you  will  need to make the  required  minimum  initial  Contribution.
Additional  Contributions  under the Contract  must qualify for the same federal
income tax treatment as the initial Contribution under the Contract. We will not
accept an  additional  Contribution  under a Contract if the federal  income tax
treatment of the Contribution would be different from the initial Contribution.

 If a Contract is issued in connection  with an employer's  Simplified  Employee
Pension plan, Owners, Annuitants and Beneficiaries are cautioned that the rights
of any person to any of the benefits  under the Contract  will be subject to the
terms and conditions of the plan itself,  regardless of the terms and conditions
of the Contract.

- --------------------------------------------------------------------------------
Assignments or Pledges
Generally,  rights in the  Contract  may be assigned or pledged for loans at any
time during the life of the Annuitant.  However,  if the Contract is an IRA, you
may not assign the Contract as collateral.

If a non-IRA  Contract is  assigned,  the  interest of the assignee has priority
over your interest and the interest of the  Beneficiary.  Any amount  payable to
the assignee will be paid in a single sum.

A copy  of any  assignment  must  be  submitted  to the  Annuity  Administration
Department at  Great-West.  All  assignments  are subject to any action taken or
payout  made by  Great-West  before the  assignment  was  processed.  We are not
responsible for the validity or sufficiency of any assignment.

If any portion of the Annuity  Account  Value is assigned or pledged for a loan,
it may be treated as a distribution.  Please consult a competent tax adviser for
further information.

- --------------------------------------------------------------------------------
Performance Data
From time to time, we may advertise  yields and average annual total returns for
the  Sub-Accounts.  In addition,  we may advertise  the  effective  yield of the
Schwab  Money Market  Sub-Account.  These  figures  will be based on  historical
information and are not intended to indicate future performance.

Money Market Yield
The yield of the Schwab Money Market Sub-Account refers to the annualized income
generated by an investment in that Sub-Account over a specified 7-day period. It
is calculated by assuming that the income generated for that seven-day period is
generated  each  7-day  period  over a  period  of 52  weeks  and is  shown as a
percentage of the investment.

The effective  yield is calculated  similarly but, when  annualized,  the income
earned by an investment in that  Sub-Account  is assumed to be  reinvested.  The
effective  yield  will  be  slightly  higher  than  the  yield  because  of  the
compounding effect of the assumed reinvestment.


Average Annual Total Return

The table on the following page illustrates  standardized  and  non-standardized
average  annual total return for one-,  three-,  five- and ten-year  periods (or
since inception, if less than ten years) ended December 31, 1999. Average annual
total return  quotations  represent the average annual compounded rate of return
that would equate an initial  investment  of $1,000 to the  redemption  value of
that investment  (excluding Premium Taxes, if any) as of the last day of each of
the periods for which total return quotations are provided.

Both the  standardized  and  non-standardized  data reflect the deduction of all
fees and charges under the Contract.  The  standardized  data is calculated from
the  inception  date  of  the  Sub-Account  and  the  non-standardized  data  is
calculated for periods preceding the inception date of the Sub-Account.  Some of
the  Sub-Accounts  do  not  have  standardized  performance   information.   For
additional  information  regarding yields and total returns calculated using the
standard  methodologies  briefly described herein, please refer to the Statement
of Additional Information.

<PAGE>




                                Performance Data

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                     Standardized Performance Data
Sub-Account                                         1 year       Since     Inception
                                                               Inception   Date of
                                                                  of       Sub-Account
                                                                     Sub-Account

Alger American Growth                               32.54%      33.28%      11/1/96
American Century VP International                   62.67%      31.24%      11/1/96
Baron Capital Asset                                   N/A       13.98%      5/3/99
Berger IPT-Small Company Growth                     89.84%      43.78%      5/1/97
Deutsche Asset Management VIT EAFE(R)Equity Index      N/A       20.02%      5/3/99
Deutsche Asset Management VIT Small Cap Index         N/A       16.48%      5/3/99
Dreyfus Variable Investment Fund  Appreciation        N/A        2.42%      5/3/99
Dreyfus Variable Investment Fund Growth and           N/A        7.32%      5/3/99
Income
Federated American Leaders II                        5.77%      17.93%      11/1/96
Federated U.S. Government Securities II             -1.45%       3.81%      11/1/96
Federated Utility II                                 0.83%      13.97%      5/1/97
INVESCO VIF-High Yield                               8.32%       8.89%      11/1/96
INVESCO VIF-Equity Income                           13.87%      18.84%      11/1/96
INVESCO VIF-Technology                                N/A         N/A       3/1/00
Janus Aspen Growth                                  42.78%      31.80%      11/1/96
Janus Aspen Worldwide Growth                        63.07%      35.71%      11/1/96
Janus Aspen Flexible Income                           N/A       -0.45%      5/3/99
Janus Aspen International Growth                      N/A       70.44%      5/3/99
Montgomery Variable Series: Growth                  19.78%      16.28%      11/1/96
Prudential Series Fund Equity Class II                N/A       -1.47%      5/3/99
SAFECO RST Equity                                    8.38%      18.88%      4/30/97
SAFECO RST Growth Opportunities                       N/A       14.39%      5/3/99
Schwab MarketTrack Growth II                        18.62%      18.23%      11/1/96
Schwab S&P 500                                      19.45%      26.29%      11/1/96
Scudder Variable Life Investment Fund Capital         N/A       26.44%      5/3/99
Growth
Scudder Variable Life Investment Fund Growth and      N/A       -6.38%      5/3/99
Income
Strong Schafer Value II                               N/A       -13.58%     5/3/99
Van Kampen LIT-Morgan Stanley Real Estate           -4.22%      -5.15%      9/15/97
Securities

</TABLE>

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

               Non-Standardized Performance Data
 1 Year          3 years         5 years          10 years       Since Inception
                                                                   of Underlying
                                                                       Portfolio
                                                                  (if less than
                                                                    10 years)
   N/A           34.37%          29.81%            21.84%              N/A
   N/A           31.16%          23.17%              N/A              18.98%
 34.55%            N/A             N/A               N/A              58.67%
   N/A           32.12%            N/A               N/A              25.21%
  26.52%            N/A             N/A               N/A              16.05%
 19.14%            N/A             N/A               N/A              8.47%                                             34
 10.50%          21.89%          24.45%              N/A              19.03%
 15.89%          13.97%          23.26%              N/A              19.82%

   N/A           17.42%          20.86%              N/A              17.09%
   N/A            4.17%           4.62%              N/A              4.35%
   N/A           12.67%          14.27%              N/A              12.40%
   N/A            8.12%          11.65%              N/A              10.36%
   N/A           18.29%          20.79%              N/A              19.34%
 156.79%           N/A             N/A               N/A              64.13%
   N/A           32.71%          28.73%              N/A              23.18%
   N/A           36.17%          32.45%              N/A              28.59%
  0.74%           6.49%           9.93%              N/A              7.58%
 80.73%          35.15%          32.12%              N/A              27.10%
   N/A           15.93%            N/A               N/A              19.00%
   N/A             N/A             N/A               N/A              -1.47%
   N/A           18.44%          21.26%            16.36%              N/A
  4.74%          14.86%          22.64%              N/A              22.46%
   N/A           17.98%            N/A               N/A              18.23%
   N/A           25.83%            N/A               N/A              26.29%
 34.08%          30.16%          27.36%            17.03%              N/A

  4.95%          13.00%          17.95%              N/A              16.55%

 -3.70%            N/A             N/A               N/A              -1.48%
   N/A            0.36%            N/A               N/A              9.94%
</TABLE>

Inception Date of Underlying Portfolio

                1/9/89
                5/1/94
               10/1/98
                5/1/96
                8/22/97
               8/25/97
                4/5/93
                5/2/94

               2/10/94
               3/28/94
               2/10/94
               5/27/94
               8/10/94
               5/21/97
               9/13/93
               9/13/93
               9/13/93
                5/2/94
                2/9/96
                5/4/99
                4/3/87
                1/7/93
               11/1/96
               11/1/96
               7/16/85

                5/2/94

               10/10/97
                7/3/95


Performance  information and  calculations for any Sub-Account are based only on
the performance of a hypothetical Contract under which the Annuity Account Value
is  allocated to a  Sub-Account  during a  particular  time period.  Performance
information  should be  considered  in light of the  investment  objectives  and
policies and  characteristics of the Portfolios in which the Sub-Account invests
and the  market  conditions  during  the given  time  period.  It should  not be
considered as a representation of what may be achieved in the future.

Reports and promotional literature may also contain other information including:

o the  ranking of or asset  allocation/investment  strategy  of any  Sub-Account
derived from rankings of variable annuity separate  accounts or their investment
products tracked by Lipper Analytical Services, Inc., VARDS, Morningstar,  Value
Line,  IBC/Donoghue's  Money Fund Report,  Financial  Planning  Magazine,  Money
Magazine,  Bank Rate Monitor,  Standard & Poor's Indices,  Dow Jones  Industrial
Average, and other rating services, companies,  publications or other people who
rank separate  accounts or other investment  products on overall  performance or
other criteria, and

o the effect of tax-deferred  compounding on investment  returns,  or returns in
general, which may be illustrated by graphs, charts, or otherwise, and which may
include  a  comparison,  at  various  points  in  time,  of the  return  from an
investment  in a  Contract  (or  returns in  general)  on a  tax-deferred  basis
(assuming one or more tax rates) with the return on a currently  taxable  basis.
Other ranking services and indices may be used.

We may  from  time to time  also  advertise  cumulative  (non-annualized)  total
returns, yield and standard total returns for the Sub-Accounts.

We may also  advertise  performance  figures for the  Sub-Accounts  based on the
performance  of a  Portfolio  prior  to the time the  Series  Account  commenced
operations.

For additional  information regarding the calculation of other performance data,
please refer to the Statement of Additional Information.

- --------------------------------------------------------------------------------
Distribution of the Contracts
Charles Schwab & Co., Inc. (Schwab) is the principal underwriter and distributor
of the  Contracts.  Schwab  is  registered  with  the  Securities  and  Exchange
Commission as a  broker/dealer  and is a member of the National  Association  of
Securities  Dealers,  Inc.  (NASD).  Its  principal  offices  are located at 101
Montgomery, San Francisco, California 94104, telephone 800-838-0650.

Certain  administrative  services are provided by Schwab to assist Great-West in
processing  the Contracts.  These  services are described in written  agreements
between Schwab and  Great-West.  Great-West has agreed to indemnify  Schwab (and
its agents,  employees, and controlling persons) for certain damages arising out
of the sale of the Contracts, including those arising under the securities laws.

- --------------------------------------------------------------------------------
Voting Rights
In general,  you do not have a direct right to vote the Portfolio shares held in
the Series  Account.  However,  under  current  law, you are entitled to give us
instructions  on how to vote the shares.  We will vote the shares  according  to
those  instructions  at regular and  special  shareholder  meetings.  If the law
changes and we can vote the shares in our own right, we may elect to do so.

Before the Annuity  Commencement Date, you have the voting interest.  The number
of  votes  available  to you  will be  calculated  separately  for  each of your
Sub-Accounts.  That  number  will be  determined  by  applying  your  percentage
interest,  if any,  in a  particular  Sub-Account  to the total  number of votes
attributable to that Sub-Account. You hold a voting interest in each Sub-Account
to which  your  Annuity  Account  Value is  allocated.  If you select a variable
annuity option, the votes attributable to your Contract will decrease as annuity
payouts are made.

The number of votes of a Portfolio will be determined as of the date established
by that Portfolio for determining  shareholders  eligible to vote at the meeting
of  the   Portfolios.   Voting   instructions   will  be  solicited  by  written
communication prior to such meeting in accordance with procedures established by
the respective Portfolios.

If we do not receive timely  instructions and Owners have no beneficial interest
in shares held by us, we will vote  according  to the voting  instructions  as a
proportion of all Contracts participating in the Sub-Account. If you indicate in
your  instructions  that  you do not wish to vote an item,  we will  apply  your
instructions on a pro rata basis to reduce the votes eligible to be cast.

Each person or entity  having a voting  interest in a  Sub-Account  will receive
proxy  material,   reports  and  other  material  relating  to  the  appropriate
Portfolio.

Please note, generally the Portfolios are not required to, and do not intend to,
hold annual or other regular meetings of shareholders.

Contract Owners have no voting rights in Great-West.

- --------------------------------------------------------------------------------
Rights Reserved by Great-West

We reserve  the right to make  certain  changes we believe  would best serve the
interests of Owners and  Annuitants or would be  appropriate in carrying out the
purposes of the  Contracts.  Any changes  will be made only to the extent and in
the manner  permitted by applicable  laws.  Also,  when required by law, we will
obtain your approval of the changes and approval from any appropriate regulatory
authority.  Approval may not be required in all cases, however.  Examples of the
changes we may make include:

o To operate  the  Series  Account in any form  permitted  under the  Investment
Company Act of 1940 or in any other form  permitted  by law. o To  Transfer  any
assets in any  Sub-Account  to another  Sub-Account,  or to one or more separate
accounts, or to a Guarantee Period; or to add, combine or remove Sub-Accounts of
the Series Account.
o    To substitute,  for the Portfolio shares in any Sub-Account,  the shares of
     another  Portfolio  or shares of  another  investment  company or any other
     investment permitted by law.
o    To make any changes  required by the Code or by any other applicable law in
     order to continue treatment of the Contract as an annuity.
o To change the time or time of day at which a valuation  date is deemed to have
ended. o To make any other necessary  technical changes in the Contract in order
to
     conform with any action the above provisions  permit us to take,  including
     changing  the  way we  assess  charges,  without  increasing  them  for any
     outstanding Contract beyond the aggregate amount guaranteed.
- --------------------------------------------------------------------------------
Legal Proceedings
Currently,  the Series Account is not a party to, and its assets are not subject
to any material legal proceedings.  And, Great-West is not currently a party to,
and its property is not currently  subject to, any material  legal  proceedings.
The lawsuits to which  Great-West is a party are, in the opinion of  management,
in the  ordinary  course of  business,  and are not  expected to have a material
adverse effect on the financial results, conditions or prospects of Great-West.
- --------------------------------------------------------------------------------
Legal Matters
Advice regarding  certain legal matters  concerning the federal  securities laws
applicable  to the issue and sale of the  Contract  has been  provided by Jorden
Burt Boros Cicchetti Berenson & Johnson LLP.
- --------------------------------------------------------------------------------

Experts
The consolidated financial statements  incorporated by reference from Great-West
Life & Annuity Insurance Company's Annual Report on Form 10-K for the year ended
December  31,  1999,  have been  audited by Deloitte & Touche  LLP,  independent
auditors,  as stated in their report which is  incorporated  herein by reference
and has been so incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.

- --------------------------------------------------------------------------------
Incorporation  of Certain  Documents  by  Reference  and  Available  Information
Great-West's  Annual Report on Form 10-K for the year ended December 31, 1999 is
incorporated herein by reference,  which means that it is legally a part of this
Prospectus.  All documents or reports filed by Great-West  under Section  13(a),
13(c),  14 or 15(d) of the Securities  Exchange Act of 1934 (the "Exchange Act")
after the effective date of this Prospectus are also  incorporated by reference.
Such  documents  or reports will be part of this  Prospectus  from the date such
documents are filed.

Great-West  files its Exchange Act documents  and reports,  including its annual
and quarterly annual reports on Form 10-K and Form 10-Q, electronically pursuant
to EDGAR under CIK No. 0000744455.

We have  filed a  registration  statement  ("Registration  Statement")  with the
Commission  under  the  1933  Act  relating  to the  Contracts  offered  by this
Prospectus.  This  Prospectus  has  been  filed  as a part  of the  Registration
Statement and does not contain all the information contained in the Registration
Statement and its exhibits.  Please refer to the registration  statement and its
exhibits for further information.

You may  request a free copy of any or all of the  information  incorporated  by
reference into the Prospectus (other than exhibits not specifically incorporated
by reference into the text of such documents). Please direct any oral or written
request for such documents to:

Annuity Administration Department
P.O. Box 173920
Denver, Colorado  80217-3920
1-800-838-0650

The SEC  maintains an Internet web site  (http://www.sec.gov)  that contains the
Statement of Additional Information,  information  incorporated by reference and
other  information filed  electronically by Great-West  concerning the Contracts
and the Series Account.

You also can  review  and copy any  materials  filed  with the SEC at its Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain
information on the operation of the Public  Reference room by calling the SEC at
1-800-SEC-0330.


The Statement of Additional  Information  contains specific information relating
to the Series Account and Great-West, such as:

o general information

o information about Great-West Life & Annuity Insurance Company and the Variable
Annuity-1 Series Account

o the calculation of annuity payouts

o postponement of payouts

o services

o withholding

o calculation of performance data.


<PAGE>



- --------------------------------------------------------------------------------
                  Appendix A--Condensed Financial Information
                      Selected data for accumulation units
               Outstanding through each period ending December 31



<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                      Alger     Alger      American                                            Berger     Dreyfus
                      American  American   Century   American   Bankers   Bankers              IPT Small  VIF
                      Growth    Small-Cap  VP        Century    Trust     Trust      Baron     Company    Capital
                      Portfolio Portfolio  Capital   VP         EAFE      Small Cap  Capital   Growth     Appreciation
                                           AppreciatiInternationEquity    Index Fund Asset        Fund       Fund
                                                                Index                  Fund
                                                                            Fund
                      -----------------------------------------------------------------------------------------------

Date Commenced        11/01/96   11/01/96  11/01/96   11/01/96  05/03/99   05/03/99  05/03/99   05/01/97   05/03/99
Operations

1999
 Beginning Unit         $18.74   $12.76       $8.94    $14.54     $10.00    $10.00     $10.00    $13.89     $10.00
Value
                      ========= ========   ========= =========  ========= =========  ========= =========  =========
 Ending Unit Value      $24.84   $18.15      $14.59    $23.66     $12.00    $11.65     $11.40    $26.37     $10.24
                      ========= ========   ========= =========  ========= =========  ========= =========  =========
 Number of Units   2,200,774.98 201,220.60 88,278.89 602,866.81 161,395.99 203,338.02 502,097.27 1,072,037.44 245,395.21
Outstanding
                      ========= ========   ========= =========  ========= =========  ========= =========  =========
 Net Assets (000's)    $54,671   $3,652      $1,288   $14,264     $1,937    $2,369     $5,723   $28,268     $2,513
                      ========= ========   ========= =========  ========= =========  ========= =========  =========

1998
 Beginning Unit         $12.76   $11.14       $9.22    $12.35                                    $13.75
Value
                      ========= ========   ========= =========                                 =========
 Ending Unit Value      $18.74   $12.76       $8.94    $14.54                                    $13.89
                      ========= ========   ========= =========                                 =========
 Number of Units    1,306,503.46 643,786.69 99,034.37 560,116.89                                428,982.88
Outstanding
                      ========= ========   ========= =========                                 =========
 Net Assets (000's)              $8,217        $886    $8,147                                    $5,959
                       $24,487
                      ========= ========   ========= =========                                 =========
                      ========= ========   ========= =========                                 =========

1997
 Beginning Unit         $10.24   $10.09       $9.61    $10.49                                    $10.00
Value
                      ========= ========   ========= =========                                 =========
                      ========= ========   ========= =========                                 =========
 Ending Unit Value      $12.76   $11.14       $9.22    $12.35                                    $13.75
                      ========= ========   ========= =========                                 =========
                      ========= ========   ========= =========                                 =========
 Number of Units  417,162.09  337,576.93 82,255.58  298,156.62                                124,653.31
Outstanding
                      ========= ========   ========= =========                                 =========
 Net Assets (000's)     $5,325   $3,761        $758    $3,683                                    $1,714
                      ========= ========   ========= =========                                 =========

1996
 Beginning Unit         $10.00   $10.00      $10.00    $10.00
Value
                      ========= ========   ========= =========
                      ========= ========
 Ending Unit Value      $10.24   $10.09       $9.61    $10.49
                      ========= ========   ========= =========
                      ========= ========   ========= =========
 Number of Units      1,166.64  4,080.46   30,139.13 13,399.99
Outstanding
                      ========= ========   ========= =========
 Net Assets (000's)        $12      $41        $290      $141
                      ========= ========   ========= =========

<PAGE>

                                           Federated                       INVESCO              Janus
                      Dreyfus   Federated  Fund for             INVESCO    VIF       INVESCO    Aspen     Janus
                      VIF       American   U.S.      Federated  VIF High   IndustrialVIF Total  AggressiveAspen
                      Growth &  Leaders    GovernmentUtility    Yield      Income    Return     Growth    Flexible
                      Income     Fund II   Securities Fund II   Portfolio  Portfolio Portfolio  Portfolio Income
                        Fund                  II                                                             Fund
                      -----------------------------------------------------------------------------------------------

Date Commenced        05/03/99   11/01/96  11/01/96   05/01/97   11/01/96  11/01/96   11/01/96  11/01/96   05/03/99
Operations

1999
 Beginning Unit        $10.00     $15.95     $11.43   $14.07      $12.13               $13.61    $14.71     $10.00
Value                                                                       $15.18
                      ========  =========  ========= ========   =========  ========  =========  ========  =========
 Ending Unit Value     $10.73     $16.87     $11.27   $14.18      $13.14    $17.28     $13.03    $32.87     $ 9.95
                      ========  =========  ========= ========   =========  ========  =========  ========  =========
Number of Unit    49,768.32 1,443,381.49 2,809,026.83 280,956.86 2,003,862.84
                                                                         1,753,290.18 573,788.59 458,029.90 838,444.84
Outstanding
                      ========  =========  ========= ========   =========  ========  =========  ========  =========
 Net Assets (000's)      $534    $24,346    $31,648   $3,985     $26,326   $30,299     $7,477   $15,057     $8,347
                      ========  =========  ========= ========   =========  ========  =========  ========  =========

1998
 Beginning Unit                   $13.67     $10.71   $12.45      $12.09    $13.27     $12.52    $11.05
Value
                                =========  ========= ========   =========  ========  =========  ========
 Ending Unit Value                $15.95     $11.43   $14.07      $12.13    $15.18     $13.61    $14.71
                                =========  ========= ========   =========  ========  =========  ========
 Number of Units            1,763,028.09 2,136,709.11 416,024.23 1,867,861.60
                                                                          1,639,584.27 1,269,709.44 759,487.48
Outstanding
                                =========  ========= ========   =========  ========  =========  ========
 Net Assets (000's)              $28,117    $24,427   $5,852     $22,654   $24,882    $17,275   $11,169
                                =========  ========= ========   =========  ========  =========  ========
                                =========  ========= ========   =========  ========  =========  ========

1997
 Beginning Unit                   $10.42      $9.97   $10.00      $10.39    $10.44     $10.27     $9.89
Value
                                =========  ========= ========   =========  ========  =========  ========
                                =========  ========= ========   =========  ========  =========  ========
 Ending Unit Value                $13.67     $10.71   $12.45      $12.09    $13.27     $12.52    $11.05
                                =========  ========= ========   =========  ========  =========  ========
                                =========  ========= ========   =========  ========  =========  ========
 Number of Units           1,426,437.13  815,966.27  168,289.28 1,360,680.67 1,271,028.35
                                                                                     996,949.40 331,141.90
Outstanding
                                =========  ========= ========   =========  ========  =========  ========
 Net Assets (000's)              $19,505     $8,737   $2,095     $16,450   $16,867    $12,482   $
                                                                                                  3,658
                                =========  ========= ========   =========  ========  =========  ========

1996
 Beginning Unit                   $10.00     $10.00              $10.00     $10.00     $10.00    $10.00
Value
                                =========  =========            ========   ========  =========  ========
                                =========  =========            ========   ========  =========  ========
 Ending Unit Value                $10.42      $9.97              $10.39     $10.44     $10.27    $ 9.89
                                =========  =========            ========   ========  =========  ========
                                =========  =========            ========   ========  =========  ========
 Number of Units                65,888.88  9,330.15             52,043.52  68,873.87 3,927.31   6,698.73
Outstanding
                                =========  =========            ========   ========  =========  ========
                                =========  =========            ========   ========  =========  ========
 Net Assets (000's)                 $686        $93                $541       $719        $40       $66
                                =========  =========            ========   ========  =========  ========



<PAGE>



                                                                           Montgomery
                      Janus     Janus      Janus     Lexington  Montgomery Variable                       Safeco
                      Aspen     Aspen      Aspen     Emerging   Variable   Series:   Prudential Safeco    RST
                      Growth    InternationWorldwide Markets    Series:    InternatioEquity     RST       Growth
                      Portfolio Growth     Growth       Fund    Growth     Small-Cap Portfolio  Equity    Portfolio
                                   Fund    Portfolo                Fund      Fund               Portfolio
                      ----------------------------------------------------------------------------------------------

Date Commenced        11/01/96   05/03/99  11/01/96   11/01/96   11/01/96  11/01/96   05/03/99  05/01/97  05/03/99
Operations

1999
 Beginning Unit         $16.79    $10.00     $16.13     $6.40     $13.47      $9.56    $10.00     $14.65    $10.00
Value
                      ========= =========  ========= =========  =========  ========= =========  ========= =========
 Ending Unit Value      $23.98    $17.04     $26.30    $14.48     $16.13      $9.87     $9.85     $15.88    $11.44
                      ========= =========  ========= =========  =========  ========= =========  ========= =========
 Number of Units  3,396,880.63 772,937.37 4,259,932.25 133,859.68 410,660.04   0.00   32,427.58 1,065,918.62 155,642.93
Outstanding
                      ========= =========  ========= =========  =========  ========= =========  ========= =========
 Net Assets (000's)    $81,453   $13,174   $112,048    $1,938     $6,625                 $320    $16,928    $1,780
                                                                           -
                      ========= =========  ========= =========  =========  ========= =========  ========= =========

1998
 Beginning Unit         $12.49               $12.62     $9.00     $13.20      $9.89               $11.83
Value
                      =========            ========= =========  =========  =========            =========
 Ending Unit Value      $16.79               $16.13     $6.40     $13.47      $9.56               $14.65
                      =========            ========= =========  =========  =========            =========
 Number of Units      1,979,274.19       3,616,796.56 260,704.11 601,168.28    8.53             1,168,093.71
Outstanding
                      =========            ========= =========  =========  =========            =========
 Net Assets (000's)    $33,242              $58,337    $1,670     $8,097         $0              $17,116
                      =========            ========= =========  =========  =========            =========
                      =========            ========= =========  =========  =========            =========

1997
 Beginning Unit         $10.26               $10.42    $10.26     $10.35     $10.51               $10.00
Value
                      =========            ========= =========  =========  =========            =========
                      =========            ========= =========  =========  =========            =========
 Ending Unit Value      $12.49               $12.62     $9.00     $13.20      $9.89               $11.83
                      =========            ========= =========  =========  =========            =========
                      =========            ========= =========  =========  =========            =========
 Number of Units   1,335,813.25         2,208,663.79 309,521.91 643,624.38 208,496.59           357,176.26
Outstanding
                      =========            ========= =========  =========  =========            =========
 Net Assets (000's)    $16,678              $27,868    $2,785     $8,495     $2,061               $4,226
                      =========            ========= =========  =========  =========            =========

1996
 Beginning Unit         $10.00               $10.00    $10.00     $10.00     $10.00
Value
                      =========            =========  ========  =========  =========
                      =========            =========  ========  =========  =========
 Ending Unit Value      $10.26               $10.42    $10.26     $10.35     $10.51
                      =========            =========  ========  =========  =========
                      =========            =========  ========  =========  =========
 Number of Units      93,598.79            51,982.38  18,281.42 11,226.77  3,230.28
Outstanding
                      =========            =========  ========  =========  =========
                      =========            =========  ========  =========  =========
 Net Assets (000's)       $960                 $541      $188       $116        $34
                      =========            =========  ========  =========  =========



<PAGE>



                      Schwab                                                                              Van Eck
                      MarketTraSchwab                           Scudder               Strong     Strong   Worldwide
                      Growth   Money      Schwab     Scudder    Growth &   SteinRoe   Discovery  VF       Hard
                      PortfolioMarket     S&P 500    Capital      Income   Special     Fund II   Schafer  Assets
                         II    Portfolio  Portfolio  Growth       Fund A   Venture               Value      Fund
                                                       Fund A                 Fund                 Fund
                      ---------------------------------------------------------------------------------------------

Date Commenced        11/01/96  11/01/96   11/01/96   05/03/99   05/03/99   11/01/96   11/01/96  05/03/99 11/01/96
Operations

1999
 Beginning Unit       $14.34     $10.93     $17.54    $10.00    $10.00     $           $12.26    $10.00   $
Value                                                                        9.00                           6.88
                      =======  =========  =========  ========   =======    =======    ========   ======   =======
 Ending Unit Value    $17.01     $11.35     $20.95    $12.64    $          $13.22      $12.78    $8.64    $
                                                                  9.36                                      8.25
                      =======  =========  =========  ========   =======    =======    ========   ======   =======
 Number of Units  560,532.64 9,861,519.25 5,457,967.10 186,640.12 61,409.25  246,948.62 57,792.53  94,499.34  29,113.72
Outstanding
                      =======  =========  =========  ========   =======    =======    ========   ======   =======
 Net Assets (000's)   $9,532   $111,967   $114,346    $2,360      $575     $3,265        $739     $817      $240
                      =======  =========  =========  ========   =======    =======    ========   ======   =======

1998
 Beginning Unit       $12.79     $10.49     $13.81                         $10.98      $11.53             $10.04
Value
                      =======  =========  =========                        =======    ========            =======
 Ending Unit Value    $14.34     $10.93     $17.54                         $           $12.26             $
                                                                             9.00                           6.88
                      =======  =========  =========                        =======    ========            =======
 Number of Units   447,514.11 6,649,980.31 4,084,834.46                     769,185.90 199,701.97          80,398.85
Outstanding
                      =======  =========  =========                        =======    ========            =======
 Net Assets (000's)   $6,416    $72,692    $71,644                         $6,926      $2,449               $553
                      =======  =========  =========                        =======    ========            =======
                      =======             =========                        =======

1997
 Beginning Unit       $10.35     $10.07     $10.52                         $10.27      $10.44             $10.31
Value
                      =======             =========                        =======
                      =======  =========  =========                        =======    ========            =======
 Ending Unit Value    $12.79     $10.49     $13.81                         $10.98      $11.53             $10.04
                      =======             =========                        =======
                      =======  =========  =========                        =======    ========            =======
 Number of Units   284,530.36 4,114,002.58 2,115,859.53                 952,879.99 211,488.12          132,622.35
Outstanding
                                                                                      ========
                      =======  =========  =========                        =======                        =======
 Net Assets (000's)   $3,638    $43,163    $29,224                         $10,465     $2,439             $1,332
                      =======  =========  =========                        =======    ========            =======

1996
 Beginning Unit       $10.00     $10.00     $10.00                         $10.00      $10.00             $10.00
Value
                      =======  =========  =========                        =======    ========            =======
                      =======  =========  =========                        =======    ========            =======
 Ending Unit Value    $10.35     $10.07     $10.52                         $10.27      $10.44             $10.31
                      =======  =========  =========                        =======    ========            =======
                      =======  =========  =========                        =======    ========            =======
 Number of Units   16,525.39 297,045.95  62,674.08                        70,715.11  24,613.07           2,220.85
Outstanding
                      =======  =========  =========                        =======    ========            =======
                      =======  =========  =========                        =======    ========            =======
 Net Assets (000's)     $171     $2,991      $ 659                           $727        $257                $23
                      =======  =========  =========                        =======    ========            =======



<PAGE>


                         Van Kampen
                          American
                       Capital L.I.T.
                          - Morgan
                        Stanley Real
                           Estate
                         Securities
                          Portfolio
                       ----------------

 Date Commenced           09/17/97
 Operations

 1999
  Beginning Unit             $9.25
 Value
                          =========
  Ending Unit Value          $8.86
                          =========
  Number of Units         347,935.46
 Outstanding
                          =========
  Net Assets (000's)        $3,083
                          =========

 1998
  Beginning Unit            $10.56
 Value
                          =========
                          =========
  Ending Unit Value          $9.25
                          =========
                          =========
  Number of Units         308,475.29
 Outstanding
                          =========
                          =========
  Net Assets (000's)        $2,854
                          =========

 1997
                          =========
  Beginning Unit            $10.00
 Value
                          =========
                          =========
  Ending Unit Value         $10.56
                          =========
                          =========
  Number of Units         176,075.27
 Outstanding
                          =========
                          =========
  Net Assets (000's)        $1,859
                          =========
</TABLE>

<PAGE>
- --------------------------------------------------------------------------------
Appendix B--Market Value Adjustments
The amount available for a full surrender, partial withdrawal or Transfer equals
the  amount  requested  plus  the  Market  Value  Adjustment  (MVA).  The MVA is
calculated by multiplying  the amount  requested by the Market Value  Adjustment
Factor (MVAF).

The MVA formula
The MVA is determined using the following formula:

MVA = (amount  applied) X (Market  Value  Adjustment  Factor)  The Market  Value
Adjustment Factor is:

{[(1 + i)/(1 + j +.10%)] N/12} - 1

Where:
o    i is the U.S. Treasury Strip ask side yield as published in the Wall Street
     Journal on the last  business  day of the week prior to the date the stated
     rate of interest was established for the Guarantee Period. The term of i is
     measured in years and equals the term of the Guarantee Period.
o    j is the U.S. Treasury Strip ask side yield as published in the Wall Street
     Journal  on the  last  business  day of the  week  prior  to the  week  the
     Guarantee  Period is  broken.  The term of j equals the  remaining  term to
     maturity of the Guarantee Period, rounded up to the higher number of years.
o N is the number of complete months remaining until maturity.

The MVA will equal 0 if:
o        i and j differ by less than .10%
o        N is less than 6

Examples
Following  are four  examples  of  Market  Value  Adjustments  illustrating  (1)
increasing  interest rates,  (2) decreasing  interest  rates,  (3) flat interest
rates (i and j are  within  .10% of each  other),  and (4) less than 6 months to
maturity.


Example 1--Increasing Interest Rates

- ------------------------------- -------------------------------
- ------------------------------  $25,000 on November 1, 1996
Deposit
- ------------------------------- -------------------------------
- ------------------------------- -------------------------------
Maturity date                   December 31, 2005
- ------------------------------- -------------------------------
- ------------------------------- -------------------------------
Interest Guarantee Period       10 years
- ------------------------------- -------------------------------
- ------------------------------- -------------------------------
i                               assumed to be 6.15%
- ------------------------------- -------------------------------
- ------------------------------- -------------------------------
Surrender date                  July 1, 2000
- ------------------------------- -------------------------------
- ------------------------------- -------------------------------
j                               7.00%
- ------------------------------- -------------------------------
- ------------------------------- -------------------------------
Amount surrendered              $10,000
- ------------------------------- -------------------------------
- ------------------------------- -------------------------------
N                               65
- ------------------------------- -------------------------------

MVAF    = {[(1 + i)/(1 + j + .10%)]N/12} - 1
        = {[1.0615/1.071]65/12} - 1
        = .952885 - 1
        = -.047115

MVA     = (amount  transferred or  surrendered) x MVAF = $10,000 x - .047115 = -
        $471.15

Surrender Value = (amount transferred or surrendered + MVA)
        = ($10,000 + - $471.15)
        = $9,528.85

Example 2--Decreasing Interest Rates
- ------------------------------- -------------------------------
Deposit                         $25,000 on November 1, 1996
- ------------------------------- -------------------------------
- ------------------------------- -------------------------------
Maturity date                   December 31, 2005
- ------------------------------- -------------------------------
- ------------------------------- -------------------------------
Interest Guarantee Period       10 years
- ------------------------------- -------------------------------
- ------------------------------- -------------------------------
i                               assumed to be 6.15%
- ------------------------------- -------------------------------
- ------------------------------- -------------------------------
Surrender date                  July 1, 2000
- ------------------------------- -------------------------------
- ------------------------------- -------------------------------
j                               5.00%
- ------------------------------- -------------------------------
- ------------------------------- -------------------------------
Amount surrendered              $10,000
- ------------------------------- -------------------------------
- ------------------------------- -------------------------------
N                               65
- ------------------------------- -------------------------------

MVAF    = {[(1 + i)/(1 + j + .10%)]N/12} - 1
        = {[1.0615/1.051]65/12} - 1
        = .055323

MVA     = (amount transferred or surrendered) x MVAF
        = $10,000 x .0055323
        = $553.23

Surrender Value = (amount transferred or surrendered + MVA)
        = ($10,000 + $553.23)
        = $10,553.23


<PAGE>


                                       44
Example 3--Flat Interest Rates (i and j are within .10% of each other)
- ------------------------------- -------------------------------
Deposit                         $25,000 on November 1, 1996
- ------------------------------- -------------------------------
- ------------------------------- -------------------------------
Maturity date                   December 31, 2005
- ------------------------------- -------------------------------
- ------------------------------- -------------------------------
Interest Guarantee Period       10 years
- ------------------------------- -------------------------------
- ------------------------------- -------------------------------
i                               assumed to be 6.15%
- ------------------------------- -------------------------------
- ------------------------------- -------------------------------
Surrender date                  July 1, 2000
- ------------------------------- -------------------------------
- ------------------------------- -------------------------------
j                               6.24%
- ------------------------------- -------------------------------
- ------------------------------- -------------------------------
Amount surrendered              $10,000
- ------------------------------- -------------------------------
- ------------------------------- -------------------------------
N                               65
- ------------------------------- -------------------------------

MVAF    = {[(1 + i)/(1 + j + .10%)]N/12} - 1
        = {[1.0615/1.0634]65/12} - 1
        = .99036 - 1
        = -.00964
However, [i-j] <.10%, so MVAF = 0

MVA     = (amount transferred or surrendered) x MVAF
        = $10,000 x 0
        = $0

Surrender Value = (amount transferred or surrendered + MVA)
        = ($10,000 + $0)
        = $10,000

Example 4--N equals less than 6 months to maturity
- ------------------------------- -------------------------------
Deposit                         $25,000 on November 1, 1996
- ------------------------------- -------------------------------
- ------------------------------- -------------------------------
Maturity date                   December 31, 2005
- ------------------------------- -------------------------------
- ------------------------------- -------------------------------
Interest Guarantee Period       10 years
- ------------------------------- -------------------------------
- ------------------------------- -------------------------------
i                               assumed to be 6.15%
- ------------------------------- -------------------------------
- ------------------------------- -------------------------------
Surrender date                  July 1, 2005
- ------------------------------- -------------------------------
- ------------------------------- -------------------------------
j                               7.00%
- ------------------------------- -------------------------------
- ------------------------------- -------------------------------
Amount surrendered              $10,000
- ------------------------------- -------------------------------
- ------------------------------- -------------------------------
N                               5
- ------------------------------- -------------------------------

MVAF    = {[(1 + i)/(1 + j + .10%)]N/12} - 1
        = {[1.0615/1.071]5/12} - 1
        = .99629 - 1
        = -.00371
However, N<6, so MVAF = 0

MVA     = (amount transferred or surrendered) x MVAF
        = $10,000 x 0
        = $0

Surrender Value = (amount transferred or surrendered + MVA)
        = ($10,000 + $0)
        = $10,000

<PAGE>



                                       45

- --------------------------------------------------------------------------------
Appendix C--Net Investment Factor
The Net Investment  Factor is determined by dividing (a) by (b), and subtracting
(c) from the result where:

(a) is the net result of:
1)    the net asset value per share of the Portfolio shares determined as of the
      end of the current Valuation Period, plus
2)    the per share  amount of any  dividend  (or, if  applicable,  capital gain
      distributions)  made by the Portfolio on shares if the "ex-dividend"  date
      occurs during the current Valuation Period, minus or plus
3)    a per unit charge or credit for any taxes  incurred by or provided  for in
      the  Sub-Account,  which is  determined by GWL&A to have resulted from the
      investment operations of the Sub-Account, and

(b) is the net asset value per share of the  Portfolio  shares  determined as of
the end of the immediately preceding
Valuation Period, and

(c) is an amount  representing  the Mortality  and Expense Risk Charge  deducted
from each Sub-Account on a daily basis. Such amount is equal to 0.85%.

The Net  Investment  Factor may be  greater  than,  less than,  or equal to one.
Therefore,  the  Accumulation  Unit  Value  may  increase,  decrease  or  remain
unchanged.

The net asset value per share  referred to in  paragraphs  (a)(1) and (b) above,
reflect the  investment  performance  of the Portfolio as well as the payment of
Portfolio expenses.



- --------

1 The Contract Owner Transaction Expenses apply to each Contract,  regardless of
  how the Annuity  Account  Value is  allocated.  The  Separate  Account  Annual
  Expenses do not apply to the Guarantee Period Fund.

2 The Contract  Maintenance  Charge is currently  waived for  Contracts  with an
  Annuity Account Value of at least $50,000. If your Annuity Account Value falls
  below $50,000 due to a  withdrawal,  the Contract  Maintenance  Charge will be
  reinstated  until  such  time as your  Annuity  Account  Value  is equal to or
  greater than $50,000.
3 The Portfolio Annual Expenses and these examples are based on data provided by
  the Portfolios. Great-West has no reason to doubt the accuracy or completeness
  of that data,  but  Great-West has not verified the  Portfolios'  figures.  In
  preparing the Portfolio  Expense table and the Examples above,  Great-West has
  relied on the figures provided by the Portfolios.




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