EXHIBIT 31.2

                                  CERTIFICATION


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

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

        2.      Based on my knowledge, this annual 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 annual
                report;

        3.      Based on my knowledge, the financial statements, and other
                financial information included in this annual 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 annual report;

4.              The registrant's other certifying officers 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 annual report is
                   being prepared;

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

                c) disclosed in this annual report any change in the
                   registrant's internal control over financial reporting that
                   occurred during the registrant's most recent fiscal quarter
                   (the registrant's fourth fiscal quarter in the case of an
                   annual report) that has materially affected, or is reasonably
                   likely to materially affect, the registrant's internal
                   control over financial reporting; and

        5.      The registrant's other certifying officers and I have disclosed,
                based on our most recent evaluation of internal control of
                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: March 30, 2006


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