EXHIBIT 24
                                DIRECTORS' POWERS OF ATTORNEY






                                       POWER OF ATTORNEY

                                              RE

                          GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY


Know all men by these presents,  that I, Andre Desmarais,  a Member of the Board
of  Directors  of  Great-West  Life &  Annuity  Insurance  Company,  a  Colorado
corporation,  do hereby  constitute  and  appoint  each of D.C.  Lennox and G.R.
Derback as my true and lawful attorney and agent for me and in my name and on my
behalf to,  individually  and without the  concurrence of the other attorney and
agent,  sign my name,  in my capacity as a Member of the Board of  Directors  of
Great-West  Life & Annuity  Insurance  Company,  on Form 10-K Annual  Reports of
Great-West Life & Annuity  Insurance Company to be filed with the Securities and
Exchange Commission from time to time, and to any and all amendments thereto.

IN WITNESS WHEREOF, I have hereunto set my hand this 10th day of March, 1998.



                                            /s/  Andre Desmarais
                                            Member, Board of Directors of
                                            Great-West Life & Annuity Insurance
                                             Company


Witness:



/s/  Lisa Gagnon
Signature


Lisa Gagnon
Name Printed









                                       POWER OF ATTORNEY

                                              RE

                          GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY


Know all men by these presents,  that I, Robert G. Graham, a Member of the Board
of  Directors  of  Great-West  Life &  Annuity  Insurance  Company,  a  Colorado
corporation,  do hereby  constitute  and  appoint  each of D.C.  Lennox and G.R.
Derback as my true and lawful attorney and agent for me and in my name and on my
behalf to,  individually  and without the  concurrence of the other attorney and
agent,  sign my name,  in my capacity as a Member of the Board of  Directors  of
Great-West  Life & Annuity  Insurance  Company,  on Form 10-K Annual  Reports of
Great-West Life & Annuity  Insurance Company to be filed with the Securities and
Exchange Commission from time to time, and to any and all amendments thereto.

IN WITNESS WHEREOF, I have hereunto set my hand this 26th day of March, 1997.



                                    /s/  R.G. Graham
                                    Member, Board of Directors of
                                    Great-West Life & Annuity Insurance Company


Witness:



/s/  Robin Graham
Signature


Robin Graham
Name Printed