EXHIBIT 2(B)

                       CONSENT OF BEVERLY A. BYRNE, ESQ.


                  GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
                             8515 East Orchard Road
                           Englewood, Colorado 80111



June 17, 1999

Great-West Life & Annuity Insurance Company
8515 East Orchard Road
Englewood, Colorado  80111


Re:      Registration Statement of Great-West Life & Annuity Insurance Company
         COLI VUL-2 Series Account on Form S-6, File No. 333-70963


Ladies and Gentlemen:

         I  hereby  consent  to the  use of my name  under  the  caption  "Legal
Matters" in the Prospectus  for the COLI VUL-2 Series  Account  contained in the
Registration Statement on Form S-6, File No. 333-70963, filed by Great-West Life
& Annuity  Insurance  Company and COLI VUL-2 Series  Account with the Securities
and Exchange Commission under the Securities Act of 1933, the Investment Company
Act of 1940 and the amendments thereto.

                                            Sincerely,


                                            /s/Beverly A. Byrne
                                            ------------------------------------
                                            Beverly A. Byrne
                                            Assistant Vice President, Associate
                                            Counsel and Assistant Secretary