SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 31,2000

                         GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
                    (Exact name of registrant as specified in its charter)

 Colorado                         333-1173                84-0467907
(State or other jurisdiction     (Commission File      (IRS Employer
 of incorporation)                Number)               Identification No.)

8515 East Orchard Road, Englewood, Colorado               80111
(Address of principal executive offices)                  (Zip Code)

(303) 737-3000
(Registrants telephone number, including area code)

______________________________________________________________
(Former name or former address, if changed since last report.)


ITEM 1.   CHANGES IN CONTROL OF REGISTRANT

See Item 5.

ITEM 5. OTHER EVENTS.

On December  31,  2000,  the  registrant,  a  wholly-owned  subsidiary  of GWL&A
Financial Inc. ("GWL&A Financial"), and certain affiliated companies completed a
corporate  reorganization.  Under  the new  structure,  the  registrant  and The
Great-West  Life Assurance  Company  ("GWL") will each continue to be indirectly
owned by Great-West Lifeco Inc., a Canadian holding company ("Lifeco"),  but GWL
will no longer hold an indirect equity  interest in the  registrant.  As was the
case before the  reorganization:  (a) Lifeco is a subsidiary of Power  Financial
Corporation  ("Power  Financial"),  a Canadian  holding company with substantial
interests in the financial  services  industry;  (b) Power Corporation of Canada
("Power  Corporation"),  a Canadian holding and management  company,  has voting
control of Power Financial;  (c) Mr. Paul Desmarais,  through a group of private
holding companies which he controls, has voting control of Power Corporation.










                                          SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


Date: January 12, 2001


                                      GREAT-WEST LIFE & ANNUITY
                                      INSURANCE COMPANY



                                      By:/s/ William T. McCallum

                                      Name:  William T. McCallum

                                      Title: President and Chief Executive
                                             Officer