RETIREMENT PLAN SERIES ACCOUNT OF GREAT WEST LIFE & ANNUITY
N-30D, 1996-02-29
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<TABLE>









RETIREMENT PLAN SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Financial Statements for the
Period from June 1, 1995
(Inception) to December 31, 1995
and Independent Auditors' Report











<FN>
INDEPENDENT AUDITORS' REPORT



To the Board of Directors and Contract Owners
of Retirement Plan Series Account
of Great-West Life & Annuity Insurance Company:


We have audited the accompanying statement of assets and liabilities of 
Retirement Plan Series Account of Great-West Life & Annuity Insurance Company
 as of December 31, 1995, and the related statements of operations and 
changes in net assets for the period June 1, 1995 (Inception) to December 31,
 1995 including each of the investment divisions.  These financial statements
 are the responsibility of the Series Account's management.  Our
 responsibility is to express an opinion on these financial statements bas

We conducted our audit in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements. 
 An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overa

In our opinion, such financial statements present fairly, in all material 
respects, the financial position of the Retirement Plan Series Account of 
Great-West Life & Annuity Insurance Company at December 31, 1995 and the 
results of its operations and the changes in its net assets for  the period 
June 1, 1995 (Inception) to December 31, 1995, in conformity with generally 
accepted accounting principles.




February 7, 1996

RETIREMENT PLAN SERIES ACCOUNTGREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
<CAPTION>STATEMENT OF ASSETS AND LIABILITIESDECEMBER 31, 1995                
                                                                             
                                 <C><C><C>ASSETSSharesCostValueInvestments in
 affiliated mutual funds:  Maxim Series Fund, Inc. - Corporate Bond266,314$
303,508$306,831  Maxim Series Fund, Inc. - Foreign Equity75,94073,31774,962  
Maxim Series Fund, Inc. - Growth Index366,167479,639492,
 - Money Market474,754475,075475,075  Maxim Series Fund, Inc. - Small-Cap 
Aggressive Growth132,520156,656153,790  Maxim Series Fund, Inc. - Small-Cap 
Index245,049284,289286,210  Maxim Series Fund, Inc. - Small-Cap Value107,
364114,294114,546  Maxim Series Fund, Inc. - Stock Index499,925957,573989,668
  Maxim Series Fund, Inc. - Total Return93,343121,602121,058  Maxim Series F
und, Inc. - U.S. Government Mortgage Securities132,208154,007155,822  Maxim 
Series Fund, Inc. - Value Index358,167439,897452,096Total in
6$3,710,473Other assets and liabilities:   Premium due and accrued188,659   
Due to Great-West Life & Annuity Insurance Company(28)NET ASSETS APPLICABLE 
TO OUTSTANDING UNITS OF CAPITAL (Note 5)$3,899,104 See notes to financial 
statements.
RETIREMENT PLAN SERIES ACCOUNTGREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF OPERATIONS
PERIOD FROM JUNE 1, 1995 (INCEPTION) TO DECEMBER 31, 1995
                                                                             
                                   <C>                      <C>              
     <C>                     <C>                   <C>                <C>    
            <C> 
AggressiveShortAggressiveAggressiveBondInternationalGrowthBondTermGrowth
GrowthFund IIIFund IIFund IVFund IIFund IIFund VFund IIIInvestmentInvestment
InvestmentInvestmentInvestmentInvestmentInvestmentDivisionDivisionDivision
DivisionDivisionDivisionDivisionINVESTMENT INCOME$9,946$38$4,889$1,936$11,015
$12,554$6,941EXPENSES - mortality and expense risks by category:A113934947162
6O131486738264U81241134216ZNET INVESTMENT INCOME (LOSS)9,914(27)4,7281,90710,9
6112,454
6,835NET REALIZED AND UNREALIZED   GAIN (LOSS) ON INVESTMENTS:   Net realized
 gain (loss) on investments4(33)54328766685   Net change in unrealized 
appreciation on investments3,3211,64513,1711,506(2,865)1,921NET REALIZED AND 
UNREALIZED GAIN (LOSS) ON   INVESTMENTS3,3251,61213,7141,534(2,099)2,606NET 
INCREASE IN NET ASSETS RESULTING   FROM OPERATIONS$13,239$1,585$18,442$3,441$
10,961$10,355$9,441See notes to financial statements.(Continued)
RETIREMENT PLAN SERIES ACCOUNTGREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONSPERIOD FROM JUNE 1, 1995 (INCEPTION) TO DECEMBER 31, 
1995                                                                         
                                         <C>                 <C>             
         <C>                     <C>                 <C>                   <C>
Growth &Growth &GrowthGrowthIncomeBondIncomeFund IVFund IIFund IFund IFund 
IIITotalInvestmentInvestmentInvestmentInvestmentInvestmentRetirementDivision
DivisionDivisionDivisionDivisionPlanINVESTMENT INCOME$5,911$12,459$4,575$3,
526$9,848$83,638EXPENSES - mortality and expense risks by category:A95218416281
O16100566151553U22104121667317ZNET INVESTMENT INCOME5,86412,2034,4893,4459,
71482,487NET REALIZED AND UNREALIZED:GAIN (LOSS) ON INVESTMENTS   Net 
realized gain on investments284243352,618   Net change in unrealized 
appreciation (depreciation) on investments25232,095(544)1,81512,19964,516NET 
REALIZED AND UNREALIZED GAIN (LOSS) ON   INVESTMENTS25232,379(542)1,81912,
53467,134NET INCREASE IN NET ASSETS RESULTING   FROM OPERATIONS$6,116$44,582
$3,947$5,264$22,248$149,621See notes to financial statements.(Concluded
RETIREMENT PLAN SERIES ACCOUNTGREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETSPERIOD FROM JUNE 1, 1995 (INCEPTION) TO 
DECEMBER 31, 1995                                                            
           <C>              <C>                      <C>               <C>   
           <C>                  <C>              <C>                         
      
AggressiveBondInternationalAggressiveBondShort-TermGrowthAggressiveFund III
Fund IIGrowth Fund IVFund IIFund IIFund VGrowth Fund IIIInvestmentInvestment
InvestmentInvestmentInvestmentInvestmentInvestmentDivisionDivisionDivision
DivisionDivisionDivisionDivision1995199519951995199519951995FROM OPERATIONS: 
 Net investment income (loss)$9,914$(27)$4,728$1,907$10,961$12,454$6,835  
Net realized gain (loss) on investments4(33)54328766685  Net change in 
unrealized appreciation    (depreciation) in investments3,3211,64
,96110,3559,441FROM UNIT TRANSACTIONS: (by category)  Purchase payments:
A8,65931,06738,0717,72024,20613,81331,319O26,05416,858115,04713,4849,25266,
14667,527U17,49122,036106,43225,92914,43616,27238,383Z242,78411,933249,76676,
149442,78773,099183,954  Redemptions:A(2,857)(865)(1,699)(6,016)O(1,673)(830)
U(322)(322)(471)Z(1,077)(21,273)(21,950)(21,776)
  Net transfers from (to) other annuity contracts:AOUZ(29,350)29,434    
Increase in net assets       derived from unit transactions293,589 79,037479,1
01122,960498,842144,008292,090INCREASE IN NET ASSETS306,82880,622497,543126,
401509,803154,363301,531NET ASSETS  Beginning of period  End of period$306,
828$80,622$497,543$126,401$509,803$154,363$301,531See notes to financial 
statements.(Continued)
RETIREMENT PLAN SERIES ACCOUNTGREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETSPERIOD FROM JUNE 1, 1995 (INCEPTION) TO 
DECEMBER 31, 1995                                                            
                         <C>                    <C>                    <C>   
                    <C>                    <C>                        <C>
GrowthGrowthGrowth & IncomeBondGrowth & IncomeFund IVFund IIFund IFund IFund 
IIITotalInvestmentInvestmentInvestmentInvestmentInvestmentRetirementDivision
DivisionDivisionDivisionDivisionPlan199519951995199519951995FROM OPERATIONS: 
 Net investment income$5,864$12,203$4,489$3,445$9,714$82,487  Net realized 
gain on investments284243352,618  Net change in unrealized appreciation    
(depreciation) in investments25232,095(544)1,81512,19964,516      Increase in
 net assets      derived from operations6,11644,5823,94
249,292O14,145130,51655,01363,03382,281659,356U57,348207,61131,63516,799132,
683687,055Z28,804632,10249,71574,595222,2072,287,895  Redemptions:A(2,537)(13
,974)O(3,000)(5,503)U(640)(316)(321)(639)(3,031)Z(22,725)(22,890)(111,691)  
Net transfers from other annuity contracts:AOUZ84    Increase in net assets  
     derived from unit transactions108,430992,074148,533158,671432,1483,749,
483INCREASE IN NET ASSETS114,5461,036,656152,480163,935454,3963,899,104NET 
ASSETS  Beginning of period  End of period$114,546$1,03
RETIREMENT PLAN SERIES ACCOUNTGREAT-WEST LIFE & ANNUITY INSURANCE COMPANY<FN>
NOTES TO FINANCIAL STATEMENTS
PERIOD FROM JUNE 1, 1995 (INCEPTION) TO DECEMBER 31, 1995


1.	HISTORY OF THE SERIES ACCOUNT

The Retirement Plan Series Account of Great-West Life & Annuity Insurance 
Company (the Series Account) is a separate account of Great-West Life & 
Annuity Insurance Company (the Company) established under Colorado law.  The 
Series Account commenced operations on June 1, 1995.  The Series Account is 
registered with the Securities and Exchange Commission as a unit investment 
trust under the provisions of the Investment Company Act of 1940, as amended.

The Series Account has various investment divisions which invest in shares of
 an open-end management investment companies (the Funds) as follows:

Retirement Plan SeriesInvestment DivisionMutual Fund InvestmentAggressive 
Growth Fund IIIMaxim Series Fund, Inc. - Small-Cap IndexAggressive Growth 
Fund IVMaxim Series Fund, Inc. - Growth IndexAggressive Growth Fund VMaxim 
Series Fund, Inc. - Small-Cap Aggressive GrowthBond Fund IMaxim Series Fund, 
Inc. - U.S. Government Mortgage SecuritiesBond Fund IIMaxim Series Fund, Inc.
 - Investment Grade Corporate BondBond Fund IIIMaxim Series Fund, Inc. - 
Corporate BondGrowth Fund IIMaxim Series Fund, Inc. - Stock In
 Total ReturnGrowth & Income Fund IIIMaxim Series Fund, Inc. - Value Index
International Fund IIMaxim Series Fund, Inc. - Foreign EquityShort Term Fund 
IIMaxim Series Fund, Inc. - Money Market2.	SIGNIFICANT ACCOUNTING POLICIESThe
 following is a summary of significant accounting policies of the Series 
Account which are in accordance with the accounting principles generally 
accepted in the investment company industry:Security Transactions - Security 
transactions are recorded on the trade date.  Cost of investm
mined on the basis of identified cost.Dividend income is accrued as of the ex
- -dividend date and expenses are accrued on a daily basis.

Security Valuation - The investments in shares of the Funds are valued at the
 closing net asset value per share as determined by the appropriate fund/
portfolio at the end of each day.

The cost of investments represents shares of the Funds which were purchased
 by the Series Account.  Purchases are made at the net asset value from net 
purchase payments or through reinvestment of all distributions from the Fund.


Federal Income Taxes - The Series Account income is automatically applied to 
increase contract reserves.  Under the existing federal income tax law, this 
income is not taxed to the extent that it is applied to increase reserves 
under a contract.  The Company reserves the right to charge the Series 
Account for federal income taxes attributable to the Series Account if such 
taxes are imposed in the future.

3.	CHARGES UNDER THE CONTRACT

Charges Incurred for Total or Partial Surrenders - The administrative 
surrender fee is $50 if the contract is surrendered in whole during the first
 12 months and $25 if the contract is surrendered in part during the first 12
 months.

Deductions for Premium Taxes - The Company presently intends to pay any 
premium tax levied by any governmental entity as a result of the existence of
 the participant accounts or the Series Account.

Deductions for Variable Asset Charge - The Company deducts an amount, 
computed daily, from the net asset value of the Series Account investments, 
equal to an annual rate of .75% (category A), .50% (category O), .25% (
category U), and .00% (category Z), depending on the size of the contract.  
This charge is designed to compensate the Company for its assumption of 
certain mortality, death benefit and expense risks.

If the above proves insufficient to cover actual costs and assumed risks, the
 loss will be borne by the Company; conversely, if the amount deducted proves
 more than sufficient, the excess will be a profit to the Company.

4.	RELATED PARTY SERVICES

The Company's parent, The Great-West Life Assurance Company, serves as 
investment advisor to Maxim Series Fund, Inc.  Fees are assessed against the 
average daily net asset value of the Funds to compensate The Great-West Life 
Assurance Company for investment advisory services.

5.	COMPONENTS OF NET ASSETS APPLICABLE TO OUTSTANDING UNITS OF CAPITAL

The following is a summary of the net assets applicable to outstanding units 
of capital, depending on the variable asset change, at December 31, 1995 for 
each investment division:

Total VariableAnnuity ContractUnitsUnit PriceLiabilitiesNet Assets Applicable
 to Outstanding Units of Capital:Bond  Fund III     Category A821.90488410.
9492518,999     Category O2,425.20596611.02952526,749     Category U1,650.
00461610.91161818,004     Category Z22,880.13554911.060962253,076
International Fund II:     Category A2,788.66482510.30276128,731     Category
 O1,670.76711910.26655617,153     Category U2,190.94234510.26173222,483     
Category Z1,192.46726810.27661312,255Aggressive Growth Fund IV     C
2711.723289109,816     Category Z19,673.40897911.740268230,971
5.	COMPONENTS OF NET ASSETS APPLICABLE TO OUTSTANDING UNITS OF CAPITAL 
(Continued)Total VariableAnnuity ContractsUnitsUnit PriceLiabilitiesNet 
Assets Applicable to Outstanding Units of Capital:Bond Fund II     Category 
A756.56171810.4754927,925     Category O1,298.14462810.54659813,691     
Category U2,523.64482910.45331926,380     Category Z7,411.71639410.57851278,
405Short-Term Fund II     Category A2,395.98329310.22547224,500     Category 
O926.68589610.0177349,283     Category U1,445.29203110.05167414,528 
,697     Category O5,718.09784411.94601868,308     Category U1,398.80821311.
95860516,728     Category Z4,726.92669411.98033556,630Aggressive Growth Fund 
III:     Category A2,240.54013611.60440926,000     Category O5,959.10988911.
61553969,218     Category U3,318.13991911.63239938,598     Category Z14,397.
06016511.649285167,715Growth Fund IV     Category A773.20533211.0197848,521  
   Category O1,371.50669611.03799515,139     Category U5,416.35262411.
05365159,870     Category Z2,801.91700011.06958331,016Growth
ory U18,708.73103311.567617216,415     Category Z55,122.00324311.584266638,548
Growth & Income Fund I     Category A1,177.79937310.88718112,823     Category
 O5,184.26141710.90275156,523     Category U2,940.80196310.91864332,110     
Category Z4,666.31844010.93452751,024Bond Fund I     Category A731.01987210.
4510247,640     Category O5,864.00666210.51942861,686     Category U1,624.6
1338610.53530717,116     Category Z7,344.93646210.55060077,493Growth & Income
 Fund III     Category A1,666.78925511.54602019,245     Category O7,395.18368
911.56177585,501     Category U12,134.89069711.5788311
3,899,104
6.	SELECTED DATA	The following is a summary of selected data for a unit of 
capital of the Series Account at the beginning and end of the year and the 
number of units outstanding at December 31, 1995:CorporateCorporateCorporate
CorporateForeignForeignForeignForeignBondBondBondBondEquityEquityEquityEquity
AOUZAOUZ1995Beginning Unit Value$  10.00$  10.00$  10.00$  10.00$  10.00$  10
 .00$  10.00$  10.00Ending Unit Value$  10.95$  11.03$  10.91$  11.06$  10.30$
  10.27$  10.26$  10.28Number of Units Outstanding821.9
6.	SELECTED DATA (continued)

	The following is a summary of selected data for a unit of capital of the 
Series Account at the beginning and end of the year and the number of units 
outstanding at December 31, 1995:

InvestmentInvestmentInvestmentInvestmentGradeGradeGradeGradeGrowthGrowth
GrowthGrowthCorporateCorporateCorporateCorporateIndexIndexIndexIndexBondBond
BondBondAOUZAOUZ1995Beginning Unit Value$  10.00$  10.00$  10.00$  10.00$  
10.00$  10.00$  10.00$  10.00Ending Unit Value$  11.69$  11.71$11.72$  11.74$
10.48$10.55$  10.45$10.58Number of Units Outstanding3,339.1010,056.699,367.331
9,673.41756.561,298.142,523.647,411.72
(Continued)
6.	SELECTED DATA (continued)	The following is a summary of selected data for 
a unit of capital of the Series Account at the beginning and end of the year 
and the number of units outstanding at December 31, 1995:Small-CapSmall-Cap
Small-CapSmall-CapMoneyMoneyMoneyMoneyAggressiveAggressiveAggressive
AggressiveMarketMarketMarketMarketGrowthGrowthGrowthGrowthAOUZAOUZ1995
Beginning Unit Value$  10.00$  10.00$  10.00$  10.00$  10.00$  10.00$  10.00$ 
 10.00Ending Unit Value$  10.23$  10.02$  10.05$  10.27$  11.93$  1
26.93
(Continued)
6.	SELECTED DATA (continued)	The following is a summary of selected data for 
a unit of capital of the Series Account at the beginning and end of the year 
and the number of units outstanding at December 31, 1995:Small-CapSmall-Cap
Small-CapSmall-CapSmall-CapSmall-CapSmall-CapSmall-CapIndexIndexIndexIndex
ValueValueValueValueAOUZAOUZ1995Beginning Unit Value$  10.00$  10.00$  10.00$
  10.00$  10.00$  10.00$  10.00$  10.00Ending Unit Value$  11.60$  11.62$  
11.63$  11.65$11.02$  11.04$  11.05$  11.07Number of Unit
(Continued)
6.	SELECTED DATA (continued)	The following is a summary of selected data for 
a unit of capital of the Series Account at the beginning and end of the year 
and the number of units outstanding at December 31, 1995:StockStockStockStockT
otalTotalTotalTotalIndexIndexIndexIndexReturnReturnReturnReturnAOUZAOUZ1995
Beginning Unit Value$  10.00$  10.00$  10.00$  10.00$  10.00$  10.00$  10.00$
  10.00Ending Unit Value$  11.59$  11.55$  11.57$  11.58$  10.89$  10.90$  
10.92$  10.93Number of Units Outstanding4,042.6311,67
(Continued)
6.	SELECTED DATA (continued)	The following is a summary of selected data for 
a unit of capital of the Series Account at the beginning and end of the year 
and the number of units outstanding at December 31, 1995:U.S.U.S.U.S.U.S.
GovernmentGovernmentGovernmentGovernmentMortgageMortgageMortgageMortgageValue
ValueValueValueSecuritiesSecuritiesSecuritiesSecuritiesIndexIndexIndexIndexAO
UZAOUZ1995Beginning Unit Value$  10.00$  10.00$  10.00$  10.00$  10.00$  
10.00$  10.00$  10.00Ending Unit Value$  10.45$  10.52$  1
6.797,395.1812,134.8918,036.45
(Concluded)
7.	CHANGE IN SHARESThe following is a summary of the net change in total 
investment shares held in each of the respective mutual funds:For theYear 
EndedDecember 31,1995   Maxim Series Fund, Inc.- Corporate Bond266,314   
Maxim Series Fund, Inc.- Foreign Equity75,940   Maxim Series Fund, Inc.- 
Growth Index366,167   Maxim Series Fund, Inc.- Investment Grade Corporate 
Bond66,565   Maxim Series Fund, Inc.- Money Market474,754   Maxim Series Fund
, Inc.- Small-Cap Aggressive Growth132,520   Maxim Series Fund, Inc.
ck Index499,925   Maxim Series Fund, Inc.- Total Return93,343   Maxim Series 
Fund, Inc.- U.S. Government Mortgage Securities132,208   Maxim Series Fund, 
Inc.- Value Index358,167</FN>   </TABLE>3


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