EXHIBIT 31.2

                                  CERTIFICATION


I, Mitchell T.G. Graye, certify that:

          1.   I have reviewed this quarterly  report on Form 10-Q of Great-West
               Life & Annuity Insurance Company (the "Registrant");

          2.   Based on my knowledge, this quarterly report does not contain any
               untrue  statement of a material  fact or omit to state a material
               fact  necessary  to make  the  statements  made,  in light of the
               circumstances   under  which  such   statements  were  made,  not
               misleading  with respect to the period  covered by this quarterly
               report;

          3.   Based  on my  knowledge,  the  financial  statements,  and  other
               financial  information included in this quarterly report,  fairly
               present in all material respects the financial condition, results
               of  operations  and cash flows of the  registrant as of, and for,
               the periods presented in this quarterly report;

          4.   The registrant's  other certifying  officer and I are responsible
               for   establishing  and  maintaining   disclosure   controls  and
               procedures  (as  defined  in  Exchange  Act Rules  13a-15(e)  and
               15d-15(e)) for the registrant and we have:

               a)    designed such disclosure controls and procedures, or
                     caused such disclosure controls and procedures to be
                     designed under our supervision, to ensure that material
                     information relating to the registrant, including its
                     consolidated subsidiaries, is made known to us by others
                     within those entities, particularly during the period in
                     which this quarterly report is being prepared;

               b)    evaluated the effectiveness of the registrant's disclosure
                     controls and procedures and presented in this quarterly
                     report our conclusion about the effectiveness of the
                     disclosure controls and procedures, as of the end of the
                     period covered by this quarterly report based on such
                     evaluation; and

               c)    disclosed in this quarterly report any change in the
                     registrant's internal control over financial reporting that
                     occurred during the registrant's most recent fiscal quarter
                     that has materially affected, or is reasonably likely to
                     materially affect, the registrant's internal control over
                     financial reporting.

          5.   The registrant's other certifying  officers and I have disclosed,
               based on our most  recent  evaluation  of internal  control  over
               financial reporting,  to the registrant's  auditors and the audit
               committee  of   registrant's   board  of  directors  (or  persons
               performing the equivalent function):

               a)    all significant deficiencies and material weaknesses in the
                     design or operation of internal control over financial
                     reporting which are reasonably likely to adversely affect
                     the registrant's ability to record, process, summarize and
                     report financial information; and

               b)    any fraud, whether or not material, that involves
                     management or other employees who have a significant role
                     in the registrant's internal control over financial
                     reporting.

Date: November 10, 2005

                            /s/ Mitchell T.G. Graye
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                            Mitchell T.G. Graye
                            Executive Vice President and Chief Financial Officer