Independent Auditors' Consent

We consent to the use in this Pre-Effective Amendment No. 2 to 
theRegistration Statement of Great-West Life & Annuity Insurance
Company on Form S-1 of our report dated January 19, 1996, appearing
in the Prospectus, which is part of this Registration Statement. We also 
consent to the reference to us under the headings "Experts" in such 
Prospectus.




/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Denver, Colorado
October 28, 1996