Rule 497(e)
File No. 33-83928
RETIREMENT PLAN SERIES ACCOUNT
OF GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Insert on cover page of prospectus:
Effective January 20, 1997, the individual flexible premium
variable annuity contracts ("Variable Annuity
Contracts" or "Contracts") issued by Great-West Life & Annuity
Insurance Company will be distributed by
One Orchard Equities, Inc. As of that date, references in the
prospectus to distribution of the Contracts
by The Great-West Life Assurance Company are deleted and replaced
with One Orchard Equities, Inc.
One Orchard Equities, Inc. is a wholly owned subsidiary of
Great-West Life & Annuity Insurance Company.
