RETIREMENT PLAN SERIES ACCOUNT OF GREAT WEST LIFE & ANNUITY
497, 1997-09-18
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                                                          File Nos. 33-83928
                                                          811-8762




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

                                                September 18, 1997

On page 1 of the prospectus please insert following:

Closing Investment Options

As of  November  1,  1997,  the  Total  Return  Portfolio  will be closed to new
contributions and transfers. Unless you designate otherwise prior to November 1,
1997, any assets in and future  contributions to the Total Return Portfolio will
automatically be transferred to the Maxim Blue Chip Portfolio on November 1st.

If you wish to make  transfers  or  allocation  changes  from the  Total  Return
Portfolio to any other available investment offerings prior to November 1, 1997,
please call KeyTalksm at 1- 800-456-5112,  client services at  1-800-338-4015 or
submit the appropriate transfer or change form.



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