Schwab Select Annuity(TM)
         A flexible premium deferred variable and fixed annuity contract
                                 Distributed by
                           Charles Schwab & Co., Inc.
                                    Issued by
                   Great-West Life & Annuity Insurance Company

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Overview
This Prospectus describes the Schwab Select Annuity--a flexible premium deferred
annuity contract which allows you to accumulate assets on a tax-deferred basis
for retirement or other long-term purposes. This Contract is issued either on a
group basis or as individual contracts by Great-West Life & Annuity Insurance
Company (we, us, Great-West or GWL&A). Both will be referred to as the
"Contract" throughout this Prospectus.

How to Invest
The minimum initial investment (a "Contribution") is:
o    $5,000
o    $2,000 if an IRA
o    $1,000 if subsequent Contributions are made via Automatic Contribution Plan

The minimum subsequent Contribution is:
o       $500 per Contribution
o       $100 per Contribution if made via Automatic Contribution Plan

Allocating Your Money
When you contribute money to the Schwab Select Annuity, you can allocate it
among the Sub-Accounts of the Variable Annuity-1 Series Account which invest in
the following Portfolios:

o Alger American Growth Portfolio
o American Century VP International Fund
o Baron Capital Asset Fund: Insurance Shares
o Berger IPT-Small Company Growth Fund

o Deutsche Asset Management VIT EAFE(R) Equity Index Fund
o Deutsche Asset Management VIT Small Cap Index Fund

o Dreyfus Variable Investment Fund Appreciation Portfolio - Initial Shares
o Dreyfus Variable Investment Fund Growth and Income Portfolio - Initial Shares
o Federated American Leaders Fund II
o Federated Fund for U.S. Government Securities II
o Federated Utility Fund II
o INVESCO VIF-Equity Income Fund
o INVESCO VIF-High Yield Fund
o INVESCO VIF-Technology Fund
o Janus Aspen Series Flexible Income Portfolio
o Janus Aspen Series Growth Portfolio
o Janus Aspen Series International Growth Portfolio
o Janus Aspen Series Worldwide Growth Portfolio
o Montgomery Variable Series: Growth Fund
o Morgan Stanley Universal Institutional Fund U.S. Real Estate Portfolio
o Prudential Series Fund Equity Class II Portfolio
o SAFECO Resource Series Trust Equity Portfolio
o SAFECO Resource Series Trust Growth Opportunities Portfolio
o Schwab MarketTrack Growth Portfolio II
o Schwab Money Market Portfolio
o Schwab S&P 500 Portfolio
o Scudder  Variable Series I Capital Growth  Portfolio  (formerly the Scudder
  Variable Life Investment Fund Capital Growth Portfolio)
o Scudder Variable Series I Growth and Income Portfolio (formerly the Scudder
  Variable Life Investment Fund Growth and Income Portfolio)
o Strong Multi Cap Value Fund II (formerly the Strong Schafer Value Fund II)


Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or passed upon the
accuracy or adequacy of this Prospectus. Any representation to the
contrary is a criminal offense. No person is authorized by Great-West to give
information or to make any representation, other than those contained in this
Prospectus, in connection with the offers contained in the Prospectus. This
Prospectus does not constitute an offering in any jurisdiction in which such
offering may not lawfully be made. Please read this Prospectus and keep it for
future reference.




April 30, 2001



You can also allocate some or all of the money you contribute to the Guarantee
Period Fund. The Guarantee Period Fund allows you to select one or more
Guarantee Periods that offer specific interest rates for a specific period.
Please note that the Guarantee Period Fund may not be available in all states.

Sales and Surrender Charges
There are no sales, redemption, surrender or withdrawal charges under the Schwab
Select Annuity.

Free Look Period
After you receive your Contract, you can look it over free of obligation for at
least 10 days or longer if required by your state law (up to 35 days for
replacement policies), during which time you may cancel your Contract.

Payout Options
The Schwab Select Annuity offers a variety of annuity payout and periodic
withdrawal options. Depending on the option you select, income can be guaranteed
for your lifetime, your spouse's and/or beneficiaries' lifetime or for a
specified period of time.

The Contracts are not deposits of, or guaranteed or endorsed by, any bank, nor
are the Contracts federally insured by the Federal Deposit Insurance
Corporation, the Federal Reserve Board or any other government agency. The
Contracts involve certain investment risks, including possible loss of
principal.


For account information, please contact:

    Annuity Administration Department
    P.O. Box 173920
    Denver, Colorado 80217-3920
    800-838-0650

This Prospectus presents important information you should review before
purchasing the Schwab Select Annuity. Please read it carefully and keep it for
future reference. You can find more detailed information pertaining to the

Contract in the Statement of Additional Information dated April 30, 2001 (as may

be amended from time to time), and filed with the Securities and Exchange
Commission. The Statement of Additional Information is incorporated by reference
into this Prospectus and is legally a part of this Prospectus. The table of
contents for the Statement of Additional Information may be found on Page 34 of
this Prospectus. You may obtain a copy without charge by contacting the Annuity
Administration Department at the above address or phone number. Or, you can
obtain it by visiting the Securities and Exchange Commission's web site at
www.sec.gov. This web site also contains other information about us that has
been filed electronically.

This Prospectus does not constitute an offering in any jurisdiction in which
such offering may not lawfully be made. No dealer, salesperson or other person
is authorized to give any information or make any representations in connection
with this offering other than those contained in this Prospectus, and, if given
or made, such other information or representations must not be relied on.

                               This Contract is not available in all states.


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Table of Contents
Definitions....................................4
Summary........................................6
  How to contact Schwab........................6
Variable Annuity Fee Table.....................7
Portfolio Annual Expenses......................8
Fee Examples..................................10
Condensed Financial Information...............11
Great-West Life & Annuity Insurance
Company.......................................11
The Series Account............................11
The Portfolios................................12
  Meeting Investment Objectives...............16
  Where to Find More Information About the
  Portfolios..................................16
  Addition, Deletion or Substitution..........17
The Guarantee Period Fund.....................17
  Investments of the Guarantee Period Fund....17
  Subsequent Guarantee Periods................18
Breaking a Guarantee Period...................18
  Interest Rates..............................18
  Market Value Adjustment.....................18
Application and Initial Contributions.........19
Free Look Period..............................19
Subsequent Contributions......................19
Annuity Account Value.........................20
Transfers.....................................20
  Possible Restrictions.......................21
  Automatic Custom Transfers..................21
Cash Withdrawals..............................22
  Withdrawals to Pay Investment Manager or
  Financial Advisor Fees......................23
  Tax Consequences of Withdrawals.............23

Telephone and Internet Transactions...........23

Death Benefit.................................23
  Beneficiary.................................24
  Distribution of Death Benefit...............24
Charges and Deductions........................25
  Mortality and Expense Risk Charge...........25
  Contract Maintenance Charge.................26
  Transfer Fees...............................26
  Expenses of the Portfolios..................26
  Premium Tax.................................26
Other Taxes.....................              26
Payout Options                                26
  Periodic Withdrawals........................26
  Annuity Payouts.............................27
Seek Tax Advice...............................29
Federal Tax Matters...........................29
  Taxation of Annuities.......................30
  Individual Retirement Annuities.............32
Assignments or Pledges........................33
Performance Data..............................34
  Money Market Yield..........................34
  Average Annual Total Return.................34
Distribution of the Contracts.................37
Voting Rights.................................37
Rights Reserved by Great-West.................38
Legal Proceedings.............................38
Legal Matters.................................38
Experts.......................................38
Incorporation of Certain Documents by
Reference and Available Information           38
Appendix A--Condensed Financial
Information...................................40
Appendix B--Market Value Adjustments..........51
Appendix C--Net Investment Factor.............53



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Definitions

1035 Exchange--A provision of the Internal Revenue Code of 1986, as amended (the
"Code") that allows for the tax-free exchange of certain types of insurance
contracts.

Accumulation Period--The time period between the Effective Date and the Annuity
Commencement Date. During this period, you're contributing to the annuity.

Annuitant--The person named in the application upon whose life the payout of an
annuity is based and who will receive annuity payouts. If a Contingent Annuitant
is named, the Annuitant will be considered the Primary Annuitant.
Annuity Account--An account established by us in your name that reflects all
account activity under your Contract. Annuity Account Value--The sum of all the
investment options credited to your Annuity Account--less partial withdrawals,
amounts applied to an annuity payout option, periodic withdrawals, charges
deducted under the Contract, and Premium Tax, if any.

Annuity Commencement Date--The date annuity payouts begin.

Annuity Individual Retirement Account (or Annuity IRA)--An annuity contract used
in a retirement savings program that is intended to satisfy the requirements of
Section 408 of the Code.

Annuity Payout Period--The period beginning on the Annuity Commencement Date and
continuing until all annuity payouts have been made under the Contract. During
this period, the Annuitant receives payouts from the annuity.

Annuity Unit--An accounting measure we use to determine the amount of any
variable annuity payout after the first annuity payout is made.

Automatic Contribution Plan--A feature which allows you to make automatic
periodic Contributions. Contributions will be withdrawn from an account you
specify and automatically credited to your Annuity Account.

Beneficiary--The person(s) designated to receive any Death Benefit under the
terms of the Contract.

Contingent Annuitant--The person you may name in the application who becomes the
Annuitant when the Primary Annuitant dies. The Contingent Annuitant must be
designated before the death of the Primary Annuitant.

Contributions--The amount of money you invest or deposit into your annuity.

Death Benefit--The amount payable to the Beneficiary when the Owner or the
Annuitant dies.

Distribution Period--The period starting with your Payout Commencement Date.

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Schwab Select Annuity Structure
Your total Annuity Account can be made up of a variable and a fixed account.
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Effective Date--The date on which the first Contribution is credited to your
Annuity Account.

Fixed Account Value--The value of the fixed investment option credited to you
under the Annuity Account.

Guarantee Period--The number of years available in the Guarantee Period Fund
during which Great-West will credit a stated rate of interest. Great-West may
discontinue offering a period at any time for new Contributions. Amounts
allocated to one or more guaranteed periods may be subject to a Market Value
Adjustment.

Guarantee Period Fund--A fixed investment option which pays a stated rate of
interest for a specified time period.

Guarantee Period Maturity Date--The last day of any Guarantee Period.

Guaranteed Interest Rate--The minimum annual interest rate in effect that
applies to each Guarantee Period at the time the Contribution is made.

Market Value Adjustment (or MVA)--An amount added to or subtracted from certain
transactions involving the Guarantee Period Fund to reflect the impact of
changing interest rates.

Non-Qualified Annuity Contract--An annuity contract funded with money outside a
tax qualified retirement plan.

Owner (Joint Owner) or You--The person(s) named in the application who is
entitled to exercise all rights and privileges under the Contract, while the
Annuitant is living. Joint Owners must be husband and wife as of the date the
Contract is issued. The Annuitant will be the Owner unless otherwise indicated
in the application. If a Contract is purchased in connection with an IRA, the
Owner and the Annuitant must be the same individual and a Joint Owner is not
allowed.

Payout Commencement Date--The date on which annuity payouts or periodic
withdrawals begin under a payout option. The Payout Commencement Date must be at
least one year after the Effective Date of the Contract. If you do not indicate
a Payout Commencement Date on your application, annuity payouts will begin on
the first day of the month of the Annuitant's 91st birthday.

Portfolio--A registered management investment company, or portfolio thereof, in
which the assets of the Annuity Account may be invested.

Premium Tax--A tax charged by a state or other governmental authority. Varying
by state, the current range of Premium Taxes is 0% to 3.5% and may be assessed
at the time you make a Contribution or when annuity payments begin.


Request--Any written, telephoned, or computerized instruction in a form
satisfactory to Great-West and Schwab received at the Annuity Administration
Department at Great-West (or other annuity service center subsequently named)
from you, your designee (as specified in a form acceptable to Great-West and
Schwab) or the Beneficiary (as applicable) as required by any provision of the
Contract.

Series Account--The segregated asset account established by Great-West under
Colorado law and registered as a unit investment trust under the Investment
Company Act of 1940, as amended.

Sub-Account--A division of the Series Account containing the shares of a
Portfolio. There is a Sub-Account for each Portfolio.


Surrender Value--The value of your Annuity Account with any applicable Market
Value Adjustment on the Effective Date of the surrender, less Premium Tax, if
any.

Transaction Date--The date on which any Contribution or Request from you will be
processed. Contributions and Requests received after 4:00 p.m. Eastern time will
be deemed to have been received on the next business day. Requests will be
processed and the Variable Account Value will be determined on each day that the
New York Stock Exchange is open for trading.


Transfer--Moving money from and among the Sub-Account(s) and the Guarantee
Period Fund.

Variable Account Value--The value of the Sub-Accounts credited to you under the
Annuity Account.





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Summary

The Schwab Select Annuity allows you to accumulate assets on a tax-deferred
basis by investing in a variety of variable investment options (the
Sub-Accounts) and a fixed investment option (the Guarantee Period Fund). The
performance of your Annuity Account will vary with the investment performance of
the Portfolios corresponding to the Sub-Accounts you select. You bear the entire
investment risk for all amounts invested in them. Depending on the performance
of the Sub-Accounts you select, your Variable Account Value could be less than
the total amount of your Contributions.

The Schwab Select Annuity can be purchased on a non-qualified basis or purchased
and used in connection with an IRA. You can also purchase it through a 1035
Exchange from another insurance contract.

Tax deferral under IRAs arises under the Code. Tax deferral under non-qualified
contracts arises under the Contract.



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How to contact Schwab:
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Schwab Insurance Center
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101 Montgomery Street
San Francisco, CA 94104
Attention:  Insurance & Annuities Department
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800-838-0650
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Your initial Contribution must be at least $5,000; $2,000 if an IRA; $1,000 if
you are setting up an Automatic Contribution Plan. Subsequent Contributions must
be either $500; or $100 if made through an Automatic Contribution Plan.

The money you contribute to the Contract will be invested at your direction,
except that in some states during your "free look period" your payment will be
allocated to the Schwab Money Market Sub-Account. The duration of your free look
period depends on your state law and is generally 10 days after you receive your
Contract. Free look allocations are described in more detail on Page 19 of this
Prospectus.


Prior to the Payout Commencement Date, you can withdraw all or a part of your
Annuity Account Value. There are no surrender or withdrawal charges. Certain
withdrawals may be subject to federal income tax as well as a federal penalty
tax.

When you're ready to start taking money out of your Contract, you can select
from a variety of payout options, including variable and fixed annuity payouts
as well as periodic payouts.

If the Annuitant dies before the Annuity Commencement Date, we will pay the
Death Benefit to the Beneficiary you select. If the Owner dies before the entire
value of the Contract is distributed, the remaining value will be distributed
according to the rules outlined in the "Death Benefit" section on Page 20.


For accounts under $50,000 as of each Contract anniversary date, we deduct a $25
annual Contract Maintenance Charge from the Annuity Account Value on each such
Contract anniversary date. There is no annual Contract Maintenance Charge for
accounts of $50,000 or more. We also deduct a Mortality and Expense Risk Charge
from your Sub-Accounts at the end of each daily valuation period equal to an
effective annual rate of 0.85% of the value of the net assets in your
Sub-Accounts. Each Portfolio assesses a charge for management fees and other
expenses. These fees and expenses are detailed in this Prospectus.


You may cancel your Contract during the free look period by sending it to the
Annuity Administration Department at Great-West. If you are replacing an
existing insurance contract with the Contract, the free look period may be
extended based on your state of residence. Free look allocations are
described in more detail on Page 19 of this Prospectus.

This summary highlights some of the more significant aspects of the Schwab
Select Annuity. You'll find more detailed information about these topics
throughout the Prospectus and in your Contract. Please keep them both for future
reference.



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Variable Annuity Fee Table
The purpose of the tables and the examples that follow is to help you understand
the various costs and expenses that you will bear directly or indirectly when
investing in the Contract. The tables and examples reflect expenses related to
the Sub-Accounts as well as of the Portfolios. In addition to the expenses
listed below, Premium Tax, if applicable, may be imposed.

Contract Owner Transaction Expenses1
Sales load                                     None
Surrender fee                                  None
Annual Contract Maintenance Charge2            $25.00
Transfer fee                                   $10.00
(no transfer fee is charged for the first
12 transfers in any calendar year)


Separate Account Annual Expenses1 (as a percentage of average Variable Account
Value)
Mortality and expense risk charge ______________ 0.85%
Administrative expense charge __________________ 0.00%
Other fees and expenses of the Variable Account _0.00%
Total Separate Account Annual Expenses _________ 0.85%
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1The Contract Owner Transaction Expenses apply to each Contract,
 regardless of how the Annuity Account Value is allocated. The Separate Account
 Annual Expenses do not apply to the Guarantee Period Fund.



2The Contract Maintenance Charge is currently waived for Contracts with
 an Annuity Account Value of at least $50,000 as of the Contract anniversary
 date. If your Annuity Account Value falls below $50,000 due to a withdrawal,
 the Contract Maintenance Charge will be reinstated until such time as your
 Annuity Account Value is equal to or greater than $50,000.



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Portfolio Annual Expenses


                                                                                        


                                        Portfolio Annual Expenses
       (as a percentage of Portfolio average net assets, before and after fee waivers and expense
                                 reimbursements as of December 31, 2000)
Portfolio                             Management  Other     12b-1 fees    Total     Total Fee   Total
                                         fees     expenses              Portfolio    Waivers    Portfolio
                                                                        Expenses                expenses
                                                                        before                  after
                                                                        fee                     fee
                                                                         waivers                 waivers




Alger American Growth                     0.75%     0.04%         None      0.79%          N/A      0.79%
American Century VP International*        1.23%       N/A         None      1.23%          N/A      1.23%
Baron Capital Asset*                      1.00%     0.41%        0.25%      1.66%        0.16%      1.50%
Berger IPT-Small Company Growth           0.85%     0.13%         None      0.98%          N/A      0.98%
Deutsche Asset  Management VIT EAFE(R)    0.45%     0.47%         None      0.92%        0.27%      0.65%
Equity Index
Deutsche   Asset    Management   VIT      0.35%     0.34%         None      0.69%        0.24%      0.45%
Small Cap Index
Dreyfus  Variable  Investment  Fund:      0.75%     0.03%         None      0.78%          N/A      0.78%
Appreciation - Initial Shares*
Dreyfus  Variable  Investment  Fund:      0.75%     0.03%         None      0.78%          N/A      0.78%
Growth and Income - Initial Shares*
Federated American Leaders II*            0.75%     0.12%         None      0.87%          N/A      0.87%
Federated      U.S.       Government      0.60%     0.24%         None      0.84%          N/A      0.84%
Securities II*
Federated Utility II*                     0.75%     0.16%         None      0.91%          N/A      0.91%
INVESCO VIF-Equity Income*                0.75%     0.33%         None      1.08%          N/A      1.08%
INVESCO VIF-High Yield*                   0.60%     0.45%         None      1.05%          N/A      1.05%
INVESCO VIF- Technology*                  0.72%     0.30%         None      1.02%          N/A      1.02%
Janus Aspen Flexible Income               0.65%     0.11%         None      0.76%          N/A      0.76%
Janus Aspen Growth*                       0.65%     0.02%         None      0.67%          N/A      0.67%
Janus Aspen International Growth*         0.65%     0.06%         None      0.71%          N/A      0.71%
Janus Aspen Worldwide Growth*             0.65%     0.04%         None      0.69%          N/A      0.69%
Montgomery Variable Series: Growth        1.83%     0.58%         None      2.41%        1.15%      1.26%
Morgan       Stanley       Universal      0.80%     0.36%         None      1.16%        0.06%      1.10%
Institutional Fund U.S. Real Estate*
Prudential  Series Fund Equity Class      0.45%     0.21%        0.25%      0.91%          N/A      0.91%
II
SAFECO RST Equity                         0.74%     0.04%         None      0.78%          N/A      0.78%
SAFECO RST Growth Opportunities           0.74%     0.03%         None      0.77%          N/A      0.77%
Schwab MarketTrack Growth II*             0.55%     0.23%         None      0.78%        0.28%      0.50%
Schwab Money Market*                      0.48%     0.04%         None      0.52%        0.02%      0.50%
Schwab S&P 500*                           0.20%     0.10%         None      0.30%        0.02%      0.28%
Scudder   Variable  Series  ICapital      0.46%     0.03%         None      0.49%          N/A      0.49%
Growth
Scudder Variable Series I                 0.48%     0.08%         None      0.56%          N/A      0.56%
Growth and Income
Strong Multi Cap Value II                 1.00%     0.41%         None      1.41%        0.21%      1.20%







* For the American Century VP International Fund, there is a stepped fee
schedule. As a result, the Fund's management fee rate generally decreases as the
Fund assets increase. For the Baron Capital Asset Fund, the Fund's advisor is
contractually obligated to reduce its fee to the extent required to limit the
Fund's total operating expenses to 1.50% for the first $250 million of assets in
the Fund, 1.35% for Fund assets over $250 million and 1.25% for fund assets over
$500 million. Without the expense limitations, total operating expenses for the
Fund for the period January 1, 2000 through December 31, 2000, would have been
1.66%. For the Federated American Leaders Fund II, Federated Fund for U.S.
Government Securities II and the Federated Utility Fund II, the maximum
shareholder services fee is 0.25%. The Funds did not pay or accrue the
shareholder services fee during the fiscal year ended December 31, 2000. The
Funds have no present intention of paying or accruing the shareholder services
fee during the fiscal year ending December 31, 2001. For the INVESCO VIF-High
Yield, INVESCO VIF-Equity Income and INVESCO VIF-Technology Funds, Other
Expenses were lower than the figures shown, because their custodian fees were
reduced under an expense offset arrangement. For the INVESCO VIF-Technology
Fund, certain expenses were absorbed voluntarily by INVESCO pursuant to an
agreement between the Fund and INVESCO. This commitment may be changed at any
time following consultation with the board of directors. After absorption, the
INVESCO VIF-Technology Fund's Other Expenses for the fiscal year ended December
31, 2000 were insignificant. For the Janus Aspen Growth, Janus Aspen Worldwide
Growth and Janus Aspen International Portfolios, the data shown is for the
fiscal year ended December 31, 2000, restated to reflect a reduction in the
management fee for these Portfolios. For the Morgan Stanley Universal
Institutional Fund U.S. Real Estate Portfolio, the management fee has been
reduced to reflect a voluntary waiver of the management fee to the extent total
operating expenses exceed 1.10%. On September 22, 2000, the net assets of the
Van Kampen Life Investment Trust Morgan Stanley Real Estate Securities Portfolio
were merged into this Portfolio through a tax free transfer. For the Schwab
MarketTrack Growth II, Schwab Money Market and Schwab S&P 500 Portfolios, the
total Portfolio expenses after fee waivers is guaranteed by Schwab and the
investment adviser through April 30, 2002.




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Fee Examples3
If you retain, annuitize or surrender the Contract at the end of the applicable
time period, you would pay the following fees and expenses on a $1,000
investment, assuming a 5% annual return on assets. These examples assume that no
Premium Taxes have been assessed and are based on total Portfolio expenses after
taking fee waivers and reimbursements into account. These examples assume that
such fee waivers and reimbursements will continue for the periods shown.





                                                                                    


PORTFOLIO                                           1 year           3 years         5 years     10 years
Alger American Growth                               $17               $56            $101       $248
American Century VP International                   $22               $70            $127       $307
Baron Capital Asset                                 $24               $79            $142       $342
Berger IPT-Small Company Growth                     $19               $62            $112       $274
Deutsche Asset Management VIT EAFE(R)Equity Index   $16               $51             $93       $228
Deutsche Asset Management VIT  Small Cap Index      $14               $45             $81       $200
Dreyfus Variable Investment Fund Appreciation       $17               $56            $100       $246
Dreyfus  Variable  Investment  Fund  Growth  and    $17               $56            $100       $246
Income
Federated American Leaders II                       $18               $59            $106       $259
Federated U.S. Government Securities II             $18               $58            $104       $255
Federated Utility II                                $18               $60            $108       $264
INVESCO VIF-Equity Income                           $20               $65            $118       $287
INVESCO VIF-High Yield                              $20               $64            $116       $283
INVESCO VIF-Technology                              $20               $63            $114       $279
Janus Aspen Flexible Income                         $17               $55             $99       $244
Janus Aspen Growth                                  $16               $52             $94       $231
Janus Aspen International Growth                    $16               $53             $96       $237
Janus Aspen Worldwide Growth                        $16               $53             $95       $234
Montgomery Variable Series: Growth                  $22               $71            $128       $311
Morgan  Stanley  Universal   Institutional  Fund    $20               $66            $119       $290
U.S. Real Estate
Prudential   Series   Fund   Equity   Class   II    $18               $60            $108       $264
SAFECO RST Equity                                   $17               $56            $100       $246
SAFECO RST Growth Opportunities                     $17               $55            $100       $245
Schwab MarketTrack Growth II                        $14               $46             $84       $207
Schwab Money Market                                 $14               $46             $84       $207
Schwab S&P 500                                      $12               $39             $71       $175
Scudder Variable Series I Capital Growth            $14               $46             $83       $206
Scudder Variable Series I Growth and Income         $15               $48             $87       $216
Strong Multi Cap Value II                           $21               $69            $125       $303





These examples, including the assumed rate of return, should not be considered
representations of future performance or past or future expenses. Actual
expenses paid or performance achieved may be greater or less than those shown.

3The Portfolio Annual Expenses and these examples are based on data provided by
 the Portfolios. Great-West has no reason to doubt the accuracy or completeness
 of that data, but Great-West has not verified the Portfolios' figures.


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Condensed Financial Information
Attached as Appendix A is a table showing selected information concerning
accumulation units for each Sub-Account. An accumulation unit is the unit of
measure that we use to calculate the value of your interest in a Sub-Account.
The accumulation unit values do not reflect the deduction of certain charges
that are subtracted from your Annuity Account Value, such as the Contract
Maintenance Charge. The information in the table is included in the Series
Account's financial statements, which have been audited by Deloitte & Touche
LLP, independent auditors. To obtain a more complete picture of each
Sub-Account's finances and performance, you should also review the Series
Account's financial statements, which are in the Series Account's Annual Report
dated December 31, 2000 and contained in the Statement of Additional
Information.

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Great-West Life & Annuity Insurance Company
Great-West is a stock life insurance company that was originally organized under
the laws of the state of Kansas as the National Interment Association. Our name
was changed to Ranger National Life Insurance Company in 1963 and to
Insuramerica Corporation prior to changing to our current name in 1982. In
September of 1990, we re-domesticated under the laws of the state of Colorado.



Great-West is an indirect,  wholly-owned subsidiary of Great-West Lifeco Inc., a
holding  company.  Great-West  Lifeco  Inc.  is in turn a  subsidiary  of  Power
Financial  Corporation,  a financial  services  company.  Power  Corporation  of
Canada, a holding and management company,  has voting control of Power Financial
Corporation.  Mr. Paul Desmarais,  through a group of private holding companies,
which he controls, has voting control of Power Corporation of Canada.



We are authorized to do business in 49 states, the District of Columbia,  Puerto
Rico, U.S. Virgin Islands and Guam.

The Series Account
We established the Variable Annuity-1 Series Account in accordance with Colorado
laws on July 24, 1995.

The Series Account is registered with the Securities and Exchange Commission
(the "SEC") under the Investment Company Act of 1940 (the "1940 Act"), as a unit
investment trust. Registration under the 1940 Act does not involve supervision
by the SEC of the management or investment practices or policies of the Series
Account.

We own the assets of the Series Account. The income, gains or losses, realized
or unrealized, from assets allocated to the Series Account are credited to or
charged against the Series Account without regard to our other income gains or
losses.

We will at all times maintain assets in the Series Account with a total market
value at least equal to the reserves and other liabilities relating to the
variable benefits under all Contracts participating in the Series Account. Those
assets may not be charged with our liabilities from our other business. Our
obligations under those Contracts are, however, our general corporate
obligations.


The Series Account is divided into 44 Sub-Accounts, 29 of which are available
under the Contract. Each Sub-Account invests exclusively in shares of a
corresponding investment Portfolio of a registered investment company (commonly
known as a mutual fund). We may in the future add new or delete existing
Sub-Accounts. The income, gains or losses, realized or unrealized, from assets
allocated to each Sub-Account are credited to or charged against that
Sub-Account without regard to the other income, gains or losses of the other
Sub-Accounts. All amounts allocated to a Sub-Account will be fully invested in
Portfolio shares.


We hold the assets of the Series Account. We keep those assets physically
segregated and held separate and apart from our general account assets. We
maintain records of all purchases and redemptions of shares of the Portfolios.

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The Portfolios
The Contract offers a number of Portfolios, corresponding to the Sub-Accounts.
Each Sub-Account invests in a single Portfolio. Each Portfolio is a separate
mutual fund registered under the 1940 Act. More comprehensive information,
including a discussion of potential risks, is found in the current prospectuses
for the Portfolios (the "Portfolio Prospectuses"). The Portfolio Prospectuses
should be read in connection with this Prospectus. You may obtain a copy of the
Portfolio Prospectuses without charge by request.

Each Portfolio:
o       holds its assets separate from the assets of the other Portfolios,
o       has its own distinct investment objective and policy, and
o       operates as a separate investment fund

The income, gains and losses of one Portfolio generally have no effect on the
investment performance of any other Portfolio.

The Portfolios are not available to the general public directly. The Portfolios
are only available as investment options in variable annuity contracts or
variable life insurance policies issued by life insurance companies or, in some
cases, through participation in certain qualified pension or retirement plans.

Some of the Portfolios have been established by investment advisers which manage
publicly available mutual funds having similar names and investment objectives.
While some of the Portfolios may be similar to, and may in fact be modeled after
publicly available mutual funds, you should understand that the Portfolios are
not otherwise directly related to any publicly available mutual fund.
Consequently, the investment performance of publicly available mutual funds and
any corresponding Portfolios may differ. The investment objectives of the
Portfolios are briefly described below:

The Alger American Fund--advised by Fred Alger Management, Inc. of New York, New
York.

Alger American Growth Portfolio seeks long-term capital appreciation. It focuses
on growing companies that generally have broad product lines, markets, financial
resources and depth of management. Under normal circumstances, the Portfolio
invests primarily in the equity securities of large companies. The Portfolio
considers a large company to have a market capitalization of $1 billion or
greater.

American  Century  Variable   Portfolios,   Inc.--advised  by  American  Century
Investment Management,  Inc. of Kansas City, Missouri,  advisers to the American
Century family of mutual funds.

American Century VP International Fund seeks capital growth by investing
primarily in equity securities of foreign companies. The Fund invests primarily
in securities of issuers in developed countries.

Baron Capital Asset Fund--advised by BAMCO, Inc. of New York, New York.

Baron Capital Asset Fund: Insurance Shares seeks capital appreciation through
investments in small and medium sized companies with undervalued assets or
favorable growth prospects. The Fund invests primarily in small sized companies
with market capitalizations of approximately $100 million to $1.5 billion and
medium sized companies with market values of $1.5 billion to $5 billion.

Berger Institutional Products Trust--advised by Berger LLC of Denver, Colorado.

Berger IPT-Small Company Growth Fund seeks capital appreciation by investing
primarily in the common stocks of small companies with the potential for rapid
revenue and earnings growth. Under normal circumstances, the Fund invests at
least 65% of its assets in equity securities whose market capitalization, at the
time of initial purchase, is less than the 12-month average of the maximum
market capitalization for companies included in the Russell 2000 Index. This
average is updated monthly.

The Deutsche Asset Management VIT Funds -- (formerly, BT Insurance Funds Trust)
- - advised by Deutsche Asset Management, Inc.


Deutsche Asset Management VIT EAFE(R) Equity Index Fund (formerly, BT Insurance
Funds Trust EAFE(R) Index Fund) seeks to match, as closely as possible, before
expenses, the performance of the Morgan Stanley Capital International EAFE(R)
Index. The EAFE Index emphasizes stocks of companies in major markets in Europe,
Australia, and the Far East and is a widely accepted benchmark of international
stock performance.


Deutsche Asset Management VIT Small Cap Index Fund (formerly, BT Insurance Funds
Trust Small Cap Index Fund) seeks to match, as closely as possible, before
expenses, the performance of the Russell 2000 Small Stock Index. The Russell
2000 Index emphasizes stocks of small U.S. companies and is a widely accepted
benchmark of small-company stock performance.

Dreyfus  Variable  Investment  Fund--advised  by The Dreyfus  Corporation of New
York, New York. The Dreyfus Variable  Investment Fund Appreciation  Portfolio is
sub-advised by Fayez Sarofim & Co.


Dreyfus Variable Investment Fund Appreciation Portfolio - Initial Shares seeks
long-term capital growth consistent with the preservation of capital; current
income is its secondary goal. To pursue these goals, the portfolio invests in
common stocks focusing on "blue-chip" companies with total market values of more
than $5 billion at the time of purchase.


Dreyfus Variable Investment Fund Growth and Income Portfolio - Initial Shares
seeks long-term capital growth, current income and growth of income consistent
with reasonable investment risk. To pursue this goal, it invests in stocks,
bonds and money market instruments of domestic and foreign issuers.

Federated  Insurance   Series--advised  by  Federated  Advisers  of  Pittsburgh,
Pennsylvania.

Federated American Leaders Fund II seeks to achieve long-term growth of capital
as a primary objective and seeks to provide income as a secondary objective
through investment of at least 65 % of its total assets (under normal
circumstances) in common stocks of "blue chip" companies.

Federated Fund for U.S. Government Securities II seeks to provide current income
through investment of at least 65% of its total assets in securities which are
primary or direct obligations of the U.S. government or its agencies or
instrumentalities or which are guaranteed as to principal and interest by the
U.S. government, its agencies, or instrumentalities and in certain
collateralized mortgage obligations, and repurchase agreements.

Federated Utility Fund II seeks to provide high current income and moderate
capital appreciation by investing in a professionally-managed, diversified
portfolio of utility company equity and debt securities.

INVESCO Variable Investment Funds, Inc.--advised by INVESCO Funds Group, Denver,
Colorado. INVESCO Trust Company is the sub-adviser for the INVESCO VIF-Equity
Income Fund.


INVESCO VIF-Equity Income Fund is a diversified fund that seeks to provide a
high total return through both growth and current income. The Fund normally
invests primarily in dividend-paying common and preferred stocks. Although the
Fund focuses on the stocks of larger companies with a strong record of paying
dividends, it also may invest in companies that have not paid regular dividends.
The Fund's equity investments are limited to stocks that can be easily traded in
the U.S.; it may, however, invest in foreign securities in the form of American
Depository Receipts. The rest of the Fund's assets are invested in debt
securities, generally corporate bonds that are rated investment grade or better.
The Fund may also invest up to 15% of its assets in lower-grade debt securities
commonly known as "junk bonds," which generally offer higher interest rates, but
are riskier investments than investment grade securities.


INVESCO VIF-High Yield Fund seeks a high level of current income through
investments in debt securities. It invests primarily in lower-rated debt
securities, commonly called "junk bonds," and preferred stock with medium to
lower credit ratings. Although these securities carry with them higher risks,
they generally provide higher yields - and therefore higher income - than
higher-rated debt. The rest of the Fund's assets are invested in securities
issued or guaranteed by the U.S. government, its agencies or instrumentalities,
bank CDs, corporate short-term notes and municipal obligations. Normally, at
least 65% of the Fund's total assets will be invested in debt securities
maturing at least 3 years after they are issued.

INVESCO VIF-Technology Fund seeks capital appreciation and normally invests
primarily in equity securities of companies engaged in technology-related
industries. These include, but are not limited to, applied technology,
biotechnology, communications, computers, electronics, Internet, IT services and
consulting, software, telecommunication equipment and services, office and
factory automation, networking, robotics, and video. Many of these products and
services are subject to rapid obsolescence, which may lower the market value of
the securities of the companies in this sector. The Fund's investments are
diversified across the technology sector. However, because the investments are
limited to a comparatively narrow segment of the economy, the Fund's investments
are not as diversified as most mutual funds, and far less diversified than the
broad securities markets. This means that the Fund tends to be more volatile
than other mutual funds, and the value of its portfolio investments tends to go
up and down more rapidly. As a result, the value of a Fund share may rise or
fall rapidly.

Janus Aspen Series--advised by Janus Capital Corporation of Denver, Colorado.


Janus Aspen Series Flexible Income Portfolio seeks to obtain maximum total
return, consistent with preservation of capital. The Portfolio invests in a wide
variety of income-producing securities such as corporate bonds and notes,
government securities and preferred stock. The Portfolio will invest at least
80% of its assets in income-producing securities and may own an unlimited amount
of high-yield/high-risk fixed income securities and these securities may be a
big part of the Portfolio.


Janus Aspen Series Growth Portfolio seeks long-term growth of capital in a
manner consistent with the preservation of capital. The Portfolio invests
primarily in common stocks selected for their growth potential.
Janus Aspen Series International Growth Portfolio seeks long-term growth of
capital. The Portfolio normally invests at least 65% of its total assets in
securities of issuers from at least five different countries, excluding the U.S.

Janus Aspen Series Worldwide Growth Portfolio seeks long-term growth of capital
in a manner consistent with the preservation of capital. The Portfolio invests
primarily in common stocks of any size throughout the world. The Portfolio
normally invests in issuers from at least five different countries, including
the U.S.

Montgomery Variable  Series--advised by Montgomery Asset Management,  LLC of San
Francisco, California.


Montgomery Variable Series:  Growth Fund seeks long-term capital appreciation by
investing  in U.S.  growth  companies.  The Fund may  invest  in  stocks of U.S.
companies  of any size,  but  invests at least 65% of its total  assets in those
companies  whose shares have a total stock market value (market  capitalization)
of at least $1 billion.  The Fund's  strategy is to identify  well-managed  U.S.
companies that are expected to increase their sales and corporate  earnings on a
sustained basis.


Morgan Stanley Universal  Institutional  Funds,  Inc.--advised by Morgan Stanley
Asset Management Inc. of New York, New York.


Morgan Stanley Universal Institutional Funds U.S. Real Estate Portfolio seeks
above-average current income and long-term capital appreciation by investing
primarily in equity securities of companies engaged in the U.S. real estate
industry, including Real Estate Investment Trusts ("REITs").


On September 22, 2000, the net assets of the Van Kampen Life Investment Trust
Morgan Stanley Real Estate Securities Portfolio were merged into this Portfolio
through a tax free transfer. As a result, the Sub-Account under the Contract
that previously invested in the Van Kampen Life Investment Trust Morgan Stanley
Real Estate Securities Portfolio began investing in this Portfolio as of that
date.

Prudential  Series  Fund--advised  by Prudential Funds Management LLC of Newark,
New Jersey.

Prudential Series Fund Equity Class II Portfolio seeks capital appreciation
through investment primarily in common stocks of companies, including major
established corporations as well as smaller capitalization companies, that
appear to offer attractive prospects of price appreciation that is superior to
broadly-based stock indexes. Current income, if any, is incidental.

SAFECO  Resource Series  Trust--advised  by SAFECO Asset  Management  Company of
Seattle, Washington.


SAFECO RST Equity Portfolio has as its investment objective to seek long-term
capital growth and reasonable current income. The Portfolio typically invests in
common stocks of large established companies that are proven performers.


SAFECO RST Growth Opportunities Portfolio has as its investment objective to
seek growth of capital and the increased income that ordinarily follows from
such growth. The Portfolio invests most of its assets in common stocks selected
primarily for potential growth at a reasonable price.

Schwab Annuity Portfolios--advised by Charles Schwab Investment Management, Inc.
of San Francisco, California.


Schwab MarketTrack Growth Portfolio II seeks to provide high capital growth with
less volatility than an all stock portfolio by investing in a mix of stocks,
bonds, and cash equivalents either directly or through investment in other
mutual funds.


Schwab Money Market Portfolio seeks the highest current income consistent with
liquidity and stability of capital. This Portfolio is neither insured nor
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. There can be no assurance that it will be able to maintain a stable net
asset value of $1.00 per share.

Schwab S&P 500 Portfolio seeks to track the price and dividend performance
(total return) of common stocks of U.S. companies, as represented in the
Standard & Poor's Composite Index of 500 stocks.



Scudder Variable Series  I--advised by Zurich Scudder  Investments,  Inc. of New
York, New York.



Scudder Variable Series I Capital Growth Portfolio seeks to maximize long-term
capital growth through a broad and flexible investment program. The Portfolio
invests principally in common stocks and preferred stocks in all sectors of the
market, including companies that generate or apply new technologies, companies
that own or develop natural resources, companies that may benefit from changing
consumer demands and lifestyles and foreign companies.

Scudder Variable Series I Growth and Income Portfolio seeks long-term growth of
capital, current income and growth of income. The Portfolio pursues its goal by
investing primarily in common stocks, preferred stocks and securities
convertible into common stocks of companies which offer the prospect for growth
of earnings while paying higher than average current dividends. The Portfolio
may also purchase such securities which do not pay current dividends but which
offer prospects for growth of capital and future income.



The  Strong  Multi  Cap  Value  Fund   II--advised  by  Strong  Schafer  Capital
Management, L.L.C. of Princeton, New Jersey.


The Strong Multi Cap Value Fund II seeks long-term capital appreciation. Current
income is a secondary objective. The Fund invests primarily in common stocks of
medium- and large-size companies.


Meeting Investment Objectives
Meeting investment objectives depends on various factors, including, but not
limited to, how well the Portfolio managers anticipate changing economic and
market conditions. There is no guarantee that any of these Portfolios will
achieve their stated objectives.

Where to Find More Information About the Portfolios
Additional information about the investment objectives and policies of all the
Portfolios and the investment advisory and administrative services and charges
can be found in the current Portfolio Prospectuses, which can be obtained from
the Schwab Insurance Center.

The Portfolio prospectuses should be read carefully before any decision is made
concerning the allocation of Contributions to, or Transfers among, the
Sub-Accounts.



Addition, Deletion or Substitution
Great-West does not control the Portfolios and cannot guarantee that any of the
Portfolios will always be available for allocation of Contributions or
Transfers. We retain the right to make changes in the Series Account and in its
investments. Currently, Schwab must approve certain changes.

Great-West and Schwab reserve the right to discontinue the offering of any
Portfolio. If a Portfolio is discontinued, we may substitute shares of another
Portfolio or shares of another investment company for the discontinued
Portfolio's shares. Any share substitution will comply with the requirements of
the 1940 Act.

If you are contributing to a Sub-Account corresponding to a Portfolio that is
being discontinued, you will be given notice prior to the Portfolio's
elimination.

Based on marketing, tax, investment and other conditions, we may establish new
Sub-Accounts and make them available to Owners at our discretion. Each
additional Sub-Account will purchase shares in a Portfolio or in another mutual
fund or investment vehicle.

If, in our sole discretion, marketing, tax, investment or other conditions
warrant, we may also eliminate one or more Sub-Accounts. If a Sub-Account is
eliminated, we will notify you and request that you to re-allocate the amounts
invested in the eliminated Sub-Account.

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The Guarantee Period Fund
The Guarantee Period Fund is not part of the Series Account. Amounts allocated
to the Guarantee Period Fund will be deposited to, and accounted for, in a
non-unitized market value separate account. As a result, you do not participate
in the performance of the assets through unit values.

Because your Contributions do not receive a unit ownership of assets accounted
for in the separate account, the assets accrue solely to the benefit of
Great-West and any gain or loss in the separate account is borne entirely by
Great-West. You will receive the Contract guarantees made by Great-West for
amounts you contribute to the Guarantee Period Fund.

When you contribute or Transfer amounts to the Guarantee Period Fund, you select
a new Guarantee Period from those available. All Guarantee Periods will have a
term of at least one year. Contributions allocated to the Guarantee Period Fund
will be credited on the Transaction Date we receive them.

Each Guarantee Period will have its own stated rate of interest and maturity
date determined by the date the Guarantee Period is established and the term you
choose.

Currently, Guarantee Periods with annual terms of 1 to 10 years are offered only
in those states where the Guarantee Period Fund is available. The Guarantee
Periods may change in the future, but this will not have an impact on any
Guarantee Period already in effect.

The value of amounts in each Guarantee Period equals Contributions plus interest
earned, less any Premium Tax, amounts distributed, withdrawn (in whole or in
part), amounts Transferred or applied to an annuity option, periodic withdrawals
and charges deducted under the Contract. If a Guarantee Period is broken, a
Market Value Adjustment may be assessed (please see "Breaking a Guarantee
Period" on Page 15). Any amount withdrawn or Transferred prior to the Guarantee
Period Maturity Date will be paid in accordance with the Market Value Adjustment
formula. You can read more about Market Value Adjustments on Page 15.

Investments of the Guarantee
Period Fund
We use various techniques to invest in assets that have similar characteristics
to our general account assets--especially cash flow patterns. We will primarily
invest in investment-grade fixed income securities including:

o    Securities   issued   by  the   U.S.   Government   or  its   agencies   or
     instrumentalities,  which  may  or  may  not  be  guaranteed  by  the  U.S.
     Government.

o    Debt  securities  which have an  investment  grade,  at the time of
     purchase,  within the four highest  grades  assigned by Moody's  Investment
     Services, Inc. (Aaa, Aa, A or Baa), Standard & Poor's Corporation (AAA, AA,
     A or BBB) or any other nationally recognized rating service.

o    Other debt instruments, including, but not limited to, issues of
     banks or bank holding companies and of corporations, which
     obligations--although not rated by Moody's, Standard & Poor's, or other
     nationally recognized rating firms--are deemed by us to have an investment
     quality comparable to securities which may be purchased as stated above.

o    Commercial  paper,  cash or cash  equivalents and other short-term
     investments having a maturity of less than one year which are considered by
     us to  have  investment  quality  comparable  to  securities  which  may be
     purchased as stated above.



In addition, we may invest in futures and options solely for non-speculative
hedging purposes. We may sell a futures contract or purchase a put option on
futures or securities to protect the value of securities held in or to be sold
for the general account or the non-unitized separate account if the securities
prices are anticipated to decline. Similarly, if securities prices are expected
to rise, we may purchase a futures contract or a call option against anticipated
positive cash flow or may purchase options on securities.

The above information generally describes the investment strategy for the
Guarantee Period Fund. However, we are not obligated to invest the assets in the
Guarantee Period Fund according to any particular strategy, except as may be
required by Colorado and other state insurance laws. And, the stated rate of
interest that we establish will not necessarily relate to the performance of the
non-unitized market value separate account.

Subsequent Guarantee Periods
Before annuity payouts begin, you may reinvest the value of amounts in a
maturing Guarantee Period in a new Guarantee Period of any length we offer at
that time. On the quarterly statement you receive prior to the end of any
Guarantee Period, we will notify you of the upcoming maturity of a Guarantee
Period. The Guarantee Period available for new Contributions may be changed at
any time, including between the date we notify you of a maturing Guarantee
Period and the date a new Guarantee Period begins.

If you do not tell us where you would like the amounts in a maturing Guarantee
Period allocated by the maturity date, we will automatically allocate the amount
to a Guarantee Period of the same length as the maturing period. If the term
previously chosen is no longer available, the amount will be allocated to the
next shortest available Guarantee Period term. If none of the above are
available, the value of matured Guarantee Periods will be allocated to the
Schwab Money Market Sub-Account.

No Guarantee Period may mature later than six months after your Payout
Commencement Date. For example, if a 3-year Guarantee Period matures and the
Payout Commencement Date begins 1 3/4 years from the Guarantee Period maturity
date, the matured value will be transferred to a 2-year Guarantee Period.

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Breaking a Guarantee Period
If you begin annuity payouts, Transfer or withdraw prior to the Guarantee Period
maturity date, you are breaking a Guarantee Period. When we receive a request to
break a Guarantee Period and you have another Guarantee Period that is closer to
its maturity date, we will break that Guarantee Period first.

If you break a Guarantee Period, you may be assessed an interest rate adjustment
called a Market Value Adjustment.

Interest Rates
The declared annual rates of interest are guaranteed throughout the Guarantee
Period. For Guarantee Periods not yet in effect, Great-West may declare interest
rates different than those currently in effect. When a subsequent Guarantee
Period begins, the rate applied will be equal to or more than the rate currently
in effect for new Contracts with the same Guarantee Period.

The stated rate of interest must be at least equal to the Guaranteed Interest
Rate, but Great-West may declare higher rates. The Guaranteed Interest Rate is
based on the applicable state standard non-forfeiture law. The standard
non-forfeiture rate in all states is 3%, except in Florida, Mississippi and
Oklahoma, it's 0%.

The determination of the stated interest rate is influenced by, but does not
necessarily correspond to, interest rates available on fixed income investments
which Great-West may acquire using funds deposited into the Guarantee Period
Fund. In addition, Great-West considers regulatory and tax requirements, sales
and administrative expenses, general economic trends and competitive factors in
determining the stated interest rate.

Market Value Adjustment
Amounts you allocate to the Guarantee Period Fund may be subject to an interest
rate adjustment called a Market Value Adjustment if, six months or more before
the Guarantee Period Fund's maturity date, you:

o surrender your investment in the Guarantee Period Fund,
o transfer money from the Guarantee Period Fund,
o partially withdraw money from the Guarantee Period Fund,
o take a periodic withdrawal,
o apply amounts from the Guarantee Period Fund to purchase an
annuity to receive payouts from your account, or
o take a  distribution  from the Guarantee  Period Fund upon the death of the
Owner or the Annuitant.


The Market Value Adjustment will not apply to any Guarantee Period having fewer
than six months prior to the Guarantee Period maturity date in each of the
following situations:

o Transfer to a Sub-Account offered under this Contract.
o Surrenders, partial withdrawals, annuitization or periodic withdrawals.
o A single sum payout upon death of the Owner or Annuitant.

A Market Value Adjustment may increase or decrease the amount payable on the
above-described distributions. The formula for calculating Market Value
Adjustments is detailed in Appendix B. Appendix B also includes examples of how
Market Value Adjustments work.

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Application and Initial Contributions
The first step to purchasing the Schwab Select Annuity is to complete your
Contract application and submit it with your initial minimum Contribution of
$5,000; $2,000 if an IRA; or $1,000 if you are setting up an Automatic
Contribution Plan. Initial Contributions can be made by check (payable to GWL&A)
or transferred from a Schwab brokerage account.

If your application is complete, your Contract will be issued and your
Contribution will be credited within two business days after receipt at the
Annuity Administration Department at Great-West. Acceptance is subject to
sufficient information in a form acceptable to us. We reserve the right to
reject any application or Contribution.

If your application is incomplete, the Annuity Administration Department will
complete the application from information Schwab has on file or contact you by
telephone to obtain the required information. If the information necessary to
complete your application is not received within five business days, we will
return to you both your check and the application. If you provide consent we
will retain the initial Contribution and credit it as soon as we have completed
your application.

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Free Look Period
During the free look period (ten-days or longer where required by law), you may
cancel your Contract. If you exercise the free look privilege, you must return
the Contract to the Annuity Administration Department at Great-West.

Generally, Contributions will be allocated to the Sub-Accounts you selected on
the application, effective upon the Transaction Date. During the free look
period, you may change your Sub-Account allocations as well as your allocation
percentages.



Contracts returned during the free look period will be void from the date we
issued the Contract. In the majority of states, we will refund your current
Annuity Account Value. This amount may be higher or lower than your
Contributions, which means you bear the investment risk during the free look
period.



Certain states require that we return the greater of your Annuity Account Value
(less any surrenders, withdrawals, and distributions already received) or the
amount of Contributions received. In those states, all Contributions will be
processed as follows:
o   Amounts you specify to be allocated to one or more of the available
    Guarantee Periods will be allocated as directed, effective upon the
    Transaction Date.
o   Amounts you specify to be allocated to one or more of the
    Sub-Accounts will first be allocated to the Schwab Money Market Sub-Account
    until the end of the free look period. After the free look period is over,
    the Variable Account Value held in the Schwab Money Market Sub-Account will
    be allocated to the Sub-Accounts you selected on the application.

- --------------------------------------------------------------------------------
Subsequent Contributions
Once your application is complete and we have received your initial
Contribution, you can make subsequent Contributions at any time prior to the
Payout Commencement Date, as long as the Annuitant is living. Additional
Contributions must be at least $500; or $100 if made via an Automatic
Contribution Plan. Total Contributions may exceed $1,000,000 with our prior
approval.

Subsequent Contributions can be made by check or via an Automatic Contribution
plan directly from your bank or savings account. You can designate the date
you'd like your subsequent Contributions deducted from your account each month.
If you make subsequent Contributions by check, your check should be payable to
GWL&A.

You'll receive a confirmation of each Contribution you make upon its acceptance.

Great-West reserves the right to modify the limitations set forth in this
section.

- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
Annuity Account Value
Before the date annuity payouts begin, your Annuity Account Value is the sum of
your Variable and Fixed Accounts established under your Contract.

Before your Annuity Commencement Date, the Variable Account Value is the total
dollar amount of all accumulation units credited to you for each Sub-Account.
Initially, the value of each accumulation unit was set at $10.00. Each
Sub-Account's value prior to the Payout Commencement Date is equal to:
o net Contributions allocated to the corresponding Sub-Account,
o plus or minus any increase or decrease in the value of the assets of the
Sub-Account due to investment results,
o minus the daily Mortality and Expense Risk Charge,
o minus reductions for the Contract Maintenance Charge deducted on the
Contract anniversary, o minus any applicable Transfer fees, and
o minus any withdrawals or Transfers from the Sub-Account.

The value of a Sub-Account's assets is determined at the end of each day that
the New York Stock Exchange is open for regular business (a valuation date). A
valuation period is the period between successive valuation dates. It begins at
the close of the New York Stock Exchange (generally 4:00 p.m. Eastern time) on
each valuation date and ends at the close of the New York Stock Exchange on the
next succeeding valuation date.

The Variable Account Value is expected to change from valuation period to
valuation period, reflecting the investment experience of the selected
Sub-Account(s), as well as the deductions for applicable charges.

Upon allocating Variable Account Values to a Sub-Account you will be credited
with variable accumulation units in that Sub-Account. The number of accumulation
units you will be credited is determined by dividing the portion of each
Contribution allocated to the Sub-Account by the value of an accumulation unit.
The value of the accumulation unit is determined and credited at the end of the
valuation period during which the Contribution was received.

Each Sub-Account's accumulation unit value is established at the end of each
valuation period. It is calculated by multiplying the value of that unit at the
end of the prior valuation period by the Sub-Account's Net Investment Factor for
the valuation period. The formula used to calculate the Net Investment Factor is
discussed in Appendix C.


Unlike a brokerage account, amounts held under a Contract are not covered by the
Securities Investor Protection Corporation ("SIPC").

- --------------------------------------------------------------------------------
Transfers
Prior to the Annuity Commencement Date you may Transfer all or part of your
Annuity Account Value among and between the Sub-Accounts and the available
Guarantee Periods by telephone, by sending a Request to the Annuity
Administration Department at Great-West or by calling our touch-tone account and
trading service.

Your Request must specify:
o the amounts being Transferred,
o the Sub-Account(s) and/or Guarantee Period(s) from which the Transfer
is to be made, and o the Sub-Account(s) and/or Guarantee Period(s) that will
receive the Transfer.

Currently, there is no limit on the number of Transfers you can make among the
Sub-Accounts and the Guarantee Period Fund during any calendar year. However, we
reserve the right to limit the number of Transfers you make.

There is no charge for the first twelve Transfers each calendar year, but there
will be a charge of $10 for each additional Transfer made. The charge will be
deducted from the amount Transferred. All Transfers made on a single Transaction
Date will count as only one Transfer toward the twelve free Transfers. However,
if a one-time rebalancing Transfer also occurs on the Transaction Date, it will
be counted as a separate and additional Transfer.


A Transfer generally will be effective on the date the Request for Transfer is
received by the Annuity Administration Department at Great-West if received
before 4:00 p.m. Eastern time. Under current tax law, there will not be any tax
liability to you if you make a Transfer.


Transfers involving the Sub-Accounts will result in the purchase and/or
cancellation of accumulation units having a total value equal to the dollar
amount being Transferred. The purchase and/or cancellation of such units is made
using the Variable Account Value as of the end of the valuation date on which
the Transfer is effective.

When you make a Transfer from amounts in a Guarantee Period before the Guarantee
Period maturity date, the amount Transferred may be subject to a Market Value
Adjustment as discussed on Page 15. If you request in advance to Transfer
amounts from a maturing Guarantee Period upon maturity, your Transfer will not
count toward the 12 free Transfers and no Transfer fees will be charged.

Possible Restrictions
We reserve the right without prior notice to modify, restrict, suspend or
eliminate the Transfer privileges (including telephone Transfers) at any time.

For example, Transfer restrictions may be necessary to protect you from the
negative effect large and/or numerous Transfers can have on portfolio
management. Moving significant amounts from one Sub-Account to another may
prevent the underlying Portfolio from taking advantage of long-term investment
opportunities because the Portfolio must maintain enough cash to cover the
cancellation of accumulation units that results from a Transfer out of a
Sub-Account. Moving large amounts of money may also cause a substantial increase
in Portfolio transaction costs which must be indirectly borne by you.

As a result, we reserve the right to require that all Transfer requests be made
by you and not by your designee and to require that each Transfer request be
made by a separate communication to us. We also reserve the right to require
that each Transfer request be submitted in writing and be signed by you.
Transfers among the Sub-Accounts may also be subject to such terms and
conditions as may be imposed by the Portfolios.


Automatic Custom Transfers
Dollar Cost Averaging
You may arrange for systematic Transfers from any Sub-Account to any other
Sub-Account. These systematic Transfers may be used to Transfer values from the
Schwab Money Market Sub-Account to the other Sub-Accounts as part of a dollar
cost averaging strategy. Dollar cost averaging allows you to buy more units when
the price is low and fewer units when the price is high. Over time, your average
cost per unit may be more or less than if you invested all your money at one
time. However, dollar cost averaging does not assure a greater profit, or any
profit, and will not prevent or necessarily alleviate losses in a declining
market.


You can set up automatic dollar cost averaging on a monthly, quarterly,
semi-annual or annual basis. Your Transfer will be initiated on the Transaction
Date one frequency period following the date of the request. For example, if you
request quarterly Transfers on January 9, your first Transfer will be made on
April 9 and every three months on the 9th thereafter. Transfers will continue on
that same day each interval unless terminated by you or for other reasons as set
forth in the Contract.


If there are insufficient funds in the applicable Sub-Account on the date your
Transfer is scheduled, your Transfer will not be made. However, your dollar cost
averaging Transfers will resume once there are sufficient funds in the
applicable Sub-Account. Dollar cost averaging will terminate automatically when
you start taking payouts from the Contract. Dollar cost averaging Transfers are
not included in the twelve free Transfers allowed in a calendar year.

 Dollar cost averaging Transfers must meet the following conditions:

o    The minimum amount that can be Transferred out of the selected  Sub-Account
     is $100.

o    You must:  (1) specify the dollar amount to be  Transferred,  (2) designate
     the  Sub-Account(s)  to which the Transfer will be made,  and (3) designate
     the percent of the dollar amount to be allocated to each  Sub-Account  into
     which you are  Transferring  money.  The  accumulation  unit values will be
     determined on the Transfer date.

- --------------------------------------------------------------------------------
How dollar cost averaging works:

 -------- --------- -------- --------
 -------  ContributiUnits    Price
 Month              Purchasedper
                             unit
 -------- --------- -------- --------
 -------- --------- -------- --------
 Jan.               10       $25.00
          $250
 -------- --------- -------- --------
 -------- --------- -------- --------
 Feb.       250     12         20.83
 -------- --------- -------- --------
 -------- --------- -------- --------
 Mar.       250     20         12.50
 -------- --------- -------- --------
 -------- --------- -------- --------
 Apr.       250     20         12.50
 -------- --------- -------- --------
 -------- --------- -------- --------
 May        250     15         16.67
 -------- --------- -------- --------
 -------- --------- -------- --------
 June       250     12         20.83
 -------- --------- -------- --------
 Average   market   value  per  unit
 $18.06
 Investor's  average  cost  per unit
 $16.85

In the chart above, if all units had been purchased at one time at the highest
unit value of $25.00, only 60 units could have been purchased with $1500. By
contributing smaller amounts over time, dollar cost averaging allowed 89 units
to be purchased with $1500 at an average unit price of $16.85. This investor
purchased 29 more units at $1.21 less per unit than the average market value per
unit of $18.06.
- --------------------------------------------------------------------------------

You may not participate in dollar cost averaging and rebalancer at the same
time.

Great-West reserves the right to modify, suspend or terminate dollar cost
averaging at any time.



Rebalancer
Over time, variations in each Sub-Account's investment results will change your
asset allocation plan percentages. Rebalancer allows you to automatically
reallocate your Variable Account Value to maintain your desired asset
allocation. Participation in Rebalancer does not assure a greater profit, or any
profit, nor will it prevent or necessarily alleviate losses in a declining
market.

You can set up rebalancer as a one-time Transfer or on a quarterly, semi-annual
or annual basis. If you select to rebalance only once, the Transfer will take
place on the Transaction Date of the request. One-time Rebalancer Transfers
count toward the twelve free Transfers allowed in a calendar year.

If you select to rebalance on a quarterly, semi-annual or annual basis, the
first Transfer will be initiated on the Transaction Date one frequency period
following the date of the request. For example, if you request quarterly
Transfers on January 9, your first Transfer will be made on April 9 and every
three months on the 9th thereafter. Transfers will continue on that same day
each interval unless terminated by you or for other reasons as set forth in the
Contract. Quarterly, semi-annual and annual Transfers will not count toward the
12 free Transfers.

- --------------------------------------------------------------------------------
How rebalancer works:
- --------------------------------------------------------------------------------
Suppose you purchased your annuity and you decided to allocate 60% of your
initial contribution to stocks; 30% to bonds and 10% to cash equivalents as in
this pie chart:

[GRAPHIC OMITTED][GRAPHIC OMITTED]
Stocks 60%
        Large Company 30%
        Small Company 15%
        International 15%
Bonds 30%
Cash 10%

Now assume that stock portfolios outperform bond portfolios and cash equivalents
over a certain period of time. Over this period, the unequal performance may
alter the asset allocation of the above hypothetical plan to look like this:

[OBJECT OMITTED]
Stocks 75%
        Large Company 35%
        Small Company 20%
        International 20%
Bonds 20%
Cash 5%



Rebalancer automatically reallocates your Variable Account Value to maintain
your desired asset allocation. In this example, the portfolio would be
re-allocated back to 60% in stocks; 30% in bonds; 10% in cash equivalents.
- --------------------------------------------------------------------------------


On the Transaction Date for the specified request, assets will be automatically
reallocated to the Sub-Accounts you selected. The rebalancer option will
terminate automatically when you start taking payouts from the Contract.

Rebalancer Transfers must meet the following conditions:
o   Your entire Variable Account Value must be included.
o   You must specify the percentage of your Variable Account Value you'd
    like allocated to each Sub-Account and the frequency of rebalancing. You may
    modify the allocations or stop the rebalancer option at any time.
o   You may not participate in dollar cost averaging and rebalancer at the
    same time.

Great-West reserves the right to modify, suspend, or terminate the rebalancer
option at any time.

- --------------------------------------------------------------------------------
Cash Withdrawals
You may withdraw all or part of your Annuity Account Value at any time during
the life of the Annuitant and prior to the date annuity payouts begin by
submitting a written withdrawal request to the Annuity Administration Department
at Great-West. Withdrawals are subject to the rules below and federal or state
laws, rules or regulations may also apply. The amount payable to you if you
surrender your Contract is your Annuity Account Value, with any applicable
Market Value Adjustment on the Effective Date of the surrender, less any
applicable Premium Tax. No withdrawals may be made after the date annuity
payouts begin.

If you request a partial withdrawal, your Annuity Account Value will be reduced
by the dollar amount withdrawn. A Market Value Adjustment may apply. Market
Value Adjustments are discussed on Page 15.

Partial withdrawals are unlimited. However, you must specify the Sub-Account(s)
or Guarantee Period(s) from which the withdrawal is to be made. After any
partial withdrawal, if your remaining Annuity Account Value is less than $2,000,
then a full surrender may be required. The minimum partial withdrawal (before
application of the MVA) is $500.

The following terms apply to withdrawals:

o    Partial  withdrawals or surrenders are not permitted after the date
     annuity payouts begin.

o    A partial  withdrawal or a surrender will be effective upon the Transaction
     Date.

o    A partial  withdrawal or a surrender from amounts in a Guarantee Period may
     be subject to the Market Value  Adjustment  provisions,  and the  Guarantee
     Period Fund provisions of the Contract.



Withdrawal requests must be in writing with your original signature. If your
instructions are not clear, your request will be denied and no withdrawal or
partial withdrawal will be processed.

After a withdrawal of all of your Annuity Account Value, or at any time that
your Annuity Account Value is zero, all your rights under the Contract will
terminate.

Withdrawals to Pay Investment Manager or Financial Advisor Fees
You may request partial withdrawals from your Annuity Account Value and direct
us to remit the amount withdrawn directly to your designated Investment Manager
or Financial Advisor (collectively "Consultant"). A withdrawal request for this
purpose must meet the $500 minimum withdrawal requirements and comply with all
terms and conditions applicable to partial withdrawals, as described above. Tax
consequences of withdrawals are detailed below, but you should consult a
competent tax advisor prior to authorizing a withdrawal from your Annuity
Account to pay Consultant fees.

Tax Consequences of Withdrawals
Withdrawals made for any purpose may be taxable--including payments made by us
directly to your Consultant.

In addition, the Code may require us to withhold federal income taxes from
withdrawals and report such withdrawals to the IRS. If you request partial
withdrawals to pay Consultant fees, your Annuity Account Value will be reduced
by the sum of the fees paid to the Consultant and the related withholding.

You may elect, in writing, to have us not withhold federal income tax from
withdrawals, unless withholding is mandatory for your Contract. If you are
younger than 59 1/2, the taxable portion of any withdrawal is generally
considered to be an early withdrawal and is subject to an additional federal
penalty tax of 10%.

Some states also require withholding for state income taxes. For details about
withholding, please see "Federal Tax Matters" on Page 26.

If you are interested in this Contract as an IRA, please refer to Section 408 of
the Code for limitations and restrictions on cash withdrawals.


- --------------------------------------------------------------------------------
Telephone and Internet Transactions
You may make Transfer requests by telephone, fax and/or Internet. Transfer
requests received before 4:00 p.m. Eastern time will be made on that day at that
day's unit value. Those completed after 4:00 p.m. Eastern time will be made on
the next business day we and the NYSE are open for business, at that day's unit
value.

We will use reasonable procedures to confirm that instructions communicated by
telephone, fax and/or Internet are genuine, such as: o requiring some form of
personal identification prior to acting on instructions, o providing written
confirmation of the transaction and/or o tape recording the instructions given
by telephone.

If we follow such procedures we will not be liable for any losses due to
unauthorized or fraudulent instructions.

We reserve the right to suspend telephone, fax and/or Internet transaction
privileges at any time, for some or all Contracts, and for any reason.
Withdrawals are not permitted by telephone.

- --------------------------------------------------------------------------------
Death Benefit
Before the date when annuity payouts begin, the Death Benefit, if any, will be
equal to the greater of:

o    the Annuity  Account Value with an MVA, if  applicable,  as of the date the
     request for payout is received, less any Premium Tax, or

o    the  sum  of  Contributions,   less  partial  withdrawals  and/or  periodic
     withdrawals, less any Premium Tax.

The Death Benefit will become payable following our receipt of the Beneficiary's
claim in good order. When an Owner or the Annuitant dies before the Annuity
Commencement Date and a Death Benefit is payable to a Beneficiary, the Death
Benefit proceeds will remain invested according to the allocation instructions
given by the Owner(s) until new allocation instructions are requested by the
Beneficiary or until the Death Benefit is actually paid to the Beneficiary.

The amount of the Death Benefit will be determined as of the date payouts begin.
However, on the date a payout option is processed, the Variable Account Value
will be Transferred to the Schwab Money Market Sub-Account unless the
Beneficiary elects otherwise.

Subject to the distribution rules below, payout of the Death Benefit may be made
as follows:

Variable Account Value

o    payout in a single sum, or

o    payout  under any of the  variable  annuity  options  provided  under  this
     Contract.

Fixed Account Value

o    payout in a single sum that may be subject to a Market Value Adjustment, or

o    payout under any of the annuity  options  provided under this Contract that
     may be subject to a Market Value Adjustment.

o    any payment within 6 months of the Guarantee  Period Maturity Date will not
     be subject to a Market Value Adjustment.

In any event, no payout of benefits provided under the Contract will be allowed
that does not satisfy the requirements of the Code and any other applicable
federal or state laws, rules or regulations.

Beneficiary
You may select one or more Beneficiaries. If more than one Beneficiary is
selected, they will share equally in any Death Benefit payable unless you
indicate otherwise. You may change the Beneficiary any time before the
Annuitant's death.

A change of Beneficiary will take effect as of the date the request is processed
by the Annuity Administration Department, unless a certain date is specified by
the Owner. If the Owner dies before the request is processed, the change will
take effect as of the date the request was made, unless we have already made a
payout or otherwise taken action on a designation or change before receipt or
processing of such request. A Beneficiary designated irrevocably may not be
changed without the written consent of that Beneficiary, except as allowed by
law.

The interest of any Beneficiary who dies before the Owner or the Annuitant will
terminate at the death of the Beneficiary. The interest of any Beneficiary who
dies at the time of, or within 30 days after the death of an Owner or the
Annuitant, will also terminate if no benefits have been paid to such
Beneficiary, unless the Owner otherwise indicates by request. The benefits will
then be paid as though the Beneficiary had died before the deceased Owner or
Annuitant. If no Beneficiary survives the Owner or Annuitant, as applicable, we
will pay the Death Benefit proceeds to the Owner's estate.

If the Beneficiary is not the Owner's surviving spouse, she/he may elect, not
later than one year after the Owner's date of death, to receive the Death
Benefit in either a single sum or payout under any of the variable or fixed
annuity options available under the Contract, provided that:
o   such annuity is distributed in substantially equal installments over
    the life or life expectancy of the Beneficiary or over a period not
    extending beyond the life expectancy of the Beneficiary and

o    such distributions  begin not later than one year after the Owner's date of
     death.

If an election is not received by Great-West from a non-spouse Beneficiary and
substantially equal installments begin no later than one year after the Owner's
date of death, then the entire amount must be distributed within five years of
the Owner's date of death. The Death Benefit will be determined as of the date
the payouts begin.
If a corporation or other non-individual entity is entitled to receive benefits
upon the Owner's death, the Death Benefit must be completely distributed within
five years of the Owner's date of death.

Distribution of Death Benefit
Death of Annuitant
Upon the death of the Annuitant while the Owner is living, and before the
Annuity Commencement Date, we will pay the Death Benefit to the Beneficiary
unless there is a Contingent Annuitant.

If a Contingent Annuitant was named by the Owner(s) prior to the Annuitant's
death, and the Annuitant dies before the Annuity Commencement Date while the
Owner and Contingent Annuitant are living, no Death Benefit will be payable and
the Contingent Annuitant will become the Annuitant.

If the Annuitant dies after the date annuity payouts begin and before the entire
interest has been distributed, any benefit payable must be distributed to the
Beneficiary according to and as rapidly as under the payout option which was in
effect on the Annuitant's date of death.

If the deceased Annuitant is an Owner, or if a corporation or other
non-individual is an Owner, the death of the Annuitant will be treated as the
death of an Owner and the Contract will be subject to the "Death of Owner"
provisions described below.

- --------------------------------------------------------------------------------
Contingent Annuitant
While the Annuitant is living, you may, by Request, designate or change a
Contingent Annuitant from time to time. A change of Contingent Annuitant will
take effect as of the date the request is processed at the Annuity
Administration Department at Great-West, unless a certain date is specified by
the Owner(s). Please note, you are not required to designate a Contingent
Annuitant.
- --------------------------------------------------------------------------------


Death of Owner Who Is Not the Annuitant
If there is a Joint Owner who is the surviving spouse and the Beneficiary of the
deceased Owner, the Joint Owner becomes the Owner and Beneficiary and the Joint
Owner may elect to take the Death Benefit or to continue the Contract in force.

If the Owner dies after annuity payouts commence and before the entire interest
has been distributed while the Annuitant is living, any benefit payable will
continue to be distributed to the Annuitant as rapidly as under the payout
option applicable on the Owner's date of death. All rights granted the Owner
under the Contract will pass to any surviving Joint Owner and, if none, to the
Annuitant.

In all other cases, we will pay the Death Benefit to the Beneficiary even if a
Joint Owner (who was not the Owner's spouse on the date of the Owner's death),
the Annuitant and/or the Contingent Annuitant are alive at the time of the
Owner's death, unless the sole Beneficiary is the deceased Owner's surviving
spouse who may elect to become the Owner and Annuitant and to continue the
Contract in force.

Death of Owner Who Is the Annuitant
If there is a Joint Owner who is the surviving spouse of the deceased Owner and
a Contingent Annuitant, the Joint Owner becomes the Owner and the Beneficiary,
the Contingent Annuitant will become the Annuitant, and the Contract will
continue in force.

If there is a Joint Owner who is the surviving spouse and the Beneficiary of the
deceased Owner but no Contingent Annuitant, the Joint Owner will become the
Owner, Annuitant and Beneficiary and may elect to take the Death Benefit or
continue the Contract in force.

In all other cases, we will pay the Death Benefit to the Beneficiary, even if a
Joint Owner (who was not the Owner's spouse on the date of the Owner's death),
Annuitant and/or Contingent Annuitant are alive at the time of the Owner's
death, unless the sole Beneficiary is the deceased Owner's surviving spouse who
may elect to become the Owner and Annuitant and to continue the Contract in
force.

- --------------------------------------------------------------------------------
Charges and Deductions
No amounts will be deducted from your Contributions except for any applicable
Premium Tax. As a result, the full amount of your Contributions (less any
applicable Premium Tax) are invested in the Contract.


As more fully described below, charges under the Contract are assessed only as
deductions for:

o    Premium Tax, if applicable,

o    Certain Transfers,

o    a Contract Maintenance Charge, and

o    charges against your Variable Account Value for our assumption of mortality
     and expense risks.


Mortality and Expense Risk Charge
We deduct a Mortality and Expense Risk Charge from your Variable Account Value
at the end of each valuation period to compensate us for bearing certain
mortality and expense risks under the Contract. This is a daily charge equal to
an effective annual rate of 0.85%. We guarantee that this charge will never
increase beyond 0.85%.


The Mortality and Expense Risk Charge is reflected in the unit values of each of
the Sub-Accounts you have selected. Thus, this charge will continue to be
applicable should you choose a variable annuity payout option or the periodic
withdrawal option.

Annuity Account Values and annuity payouts are not affected by changes in actual
mortality experience incurred by us. The mortality risks assumed by us arise
from our contractual obligations to make annuity payouts determined in
accordance with the annuity tables and other provisions contained in the
Contract. This means that you can be sure that neither the Annuitant's longevity
nor an unanticipated improvement in general life expectancy will adversely
affect the annuity payouts under the Contract.

We bear substantial risk in connection with the Death Benefit before the Annuity
Commencement Date. The expense risk assumed is the risk that our actual expenses
in administering the Contracts and the Series Account will be greater than we
anticipated.

If the Mortality and Expense Risk Charge is insufficient to cover actual costs
and risks assumed, the loss will fall on us. If this charge is more than
sufficient, any excess will be profit to us. Currently, we expect a profit from
this charge. Our expenses for distributing the Contracts will be borne by our
general assets, including any profits from this charge.



Contract Maintenance Charge
We currently deduct a $25 annual Contract Maintenance Charge from the Annuity
Account Value on each Contract anniversary date for accounts under $50,000 as of
such anniversary date. This charge partially covers our costs for administering
the Contracts and the Series Account. Once you have started receiving payouts
from the Contract, this charge will stop unless you choose the periodic
withdrawal option.

The Contract Maintenance Charge is deducted from the portion of your Annuity
Account Value allocated to the Schwab Money Market Sub-Account. If the portion
of your Annuity Account Value in this Sub-Account is not sufficient to cover the
Contract Maintenance Charge, then the charge or any portion of it will be
deducted on a pro rata basis from all your Sub-Accounts with current value. If
the entire Annuity Account is held in the Guarantee Period Fund or there are not
enough funds in any Sub-Account to pay the entire charge, then the Contract
Maintenance Charge will be deducted on a pro rata basis from amounts held in all
Guarantee Periods. There is no MVA on amounts deducted from a Guarantee Period
for the Contract Maintenance Charge.


The Contract Maintenance Charge is currently waived for Contracts with an
Annuity Account Value of at least $50,000 as of such anniversary date. If your
Annuity Account Value falls below $50,000, the Contract Maintenance Charge will
be reinstated until an anniversary date on which your Annuity Account Value is
equal to or greater than $50,000. We do not expect a profit from amounts
received from the Contract Maintenance Charge.


Transfer Fees
There will be a $10 charge for each Transfer in excess of 12 Transfers in any
calendar year. We do not expect a profit from the Transfer fees.

Expenses of the Portfolios
The value of the assets in the Sub-Accounts reflect the value of Portfolio
shares and therefore the fees and expenses paid by each Portfolio. A complete
description of the fees, expenses, and deductions from the Portfolios is
included in this Prospectus under the Variable Annuity Fee Table and Portfolio
Annual Expenses on Pages 7 and 8.


Premium Tax
We may be required to pay state Premium Taxes or retaliatory taxes currently
ranging from 0% to 3.5% in connection with Contributions or values under the
Contracts. Depending upon applicable state law, we will deduct charges for the
Premium Taxes we incur with respect to your Contributions, from amounts
withdrawn, or from amounts applied on the Payout Commencement Date. In some
states, charges for both direct Premium Taxes and retaliatory Premium Taxes may
be imposed at the same or different times with respect to the same Contribution,
depending on applicable state law.

Other Taxes
Under present laws, we will incur state or local taxes (in addition to the
Premium Tax described above) in several states. No charges are currently made
for taxes other than Premium Tax. However, we reserve the right to deduct
charges in the future for federal, state, and local taxes or the economic burden
resulting from the application of any tax laws that we determine to be
attributable to the Contract.

- --------------------------------------------------------------------------------
Payout Options
During the Distribution Period, you can choose to receive payouts in four
ways--through periodic withdrawals, variable annuity payouts, fixed annuity
payouts or in a single, lump-sum payment.

You may change the Payout Commencement Date within 60 days prior to commencement
of payouts or your Beneficiary may change it upon the death of the Owner.

If this is an IRA, payouts which satisfy the minimum distribution requirements
of the Code must begin no later than April 1 of the calendar year following the
calendar year in which you become age 70 1/2.



Periodic Withdrawals

You may request that all or part of the Annuity Account Value be applied to a
periodic withdrawal option. The amount applied to a periodic withdrawal is the
Annuity Account Value with any applicable MVA, less Premium Tax, if any.

In requesting periodic withdrawals, you must elect:
o The withdrawal frequency of either 1-, 3-, 6- or 12-month intervals
o A minimum withdrawal amount of at least $100
o The calendar day of the month on which withdrawals will be made
o    One of the periodic  withdrawal  payout options  discussed  below-- you may
     change the withdrawal option and/or the frequency once each calendar year.


Your withdrawals may be prorated across the Guarantee Period Fund (if
applicable) and the Sub-Accounts in proportion to their assets. Or, they can be
made specifically from the Guarantee Period Fund and specific Sub-Account(s)
until they are depleted. Then, we will automatically prorate the remaining
withdrawals against any remaining Guarantee Period Fund and Sub-Account assets
unless you request otherwise.

While periodic withdrawals are being received:
o   You may continue to exercise all contractual rights, except that no
    Contributions may be made.
o   A Market Value Adjustment, if applicable, will be assessed for
    periodic withdrawals from Guarantee Periods six or more months prior to its
    Guarantee Period maturity date.
o   You may keep the same Sub-Accounts as you had selected before
    periodic withdrawals began.
o   Charges and fees under the Contract continue to apply.
o   Maturing Guarantee Periods renew into the shortest Guarantee Period
then available.

Periodic withdrawals will cease on the earlier of the date:

o    The amount elected to be paid under the option selected has been reduced to
     zero.

o       The Annuity Account Value is zero.
o       You request that withdrawals stop.
o       The Owner or the Annuitant dies.

If periodic withdrawals stop, you may resume making Contributions. However, we
may limit the number of times you may restart a periodic withdrawal program.

Periodic withdrawals made for any purpose may be taxable, subject to withholding
and to the 10% federal penalty tax if you are younger than age 59 1/2. IRAs are
subject to complex rules with respect to restrictions on and taxation of
distributions, including penalty taxes.



- --------------------------------------------------------------------------------
If you choose to receive payouts from your Contract through periodic
withdrawals, you may select from the following payout options: Income for a
specified period (at least 36 months)--You elect the length of time over which
withdrawals will be made. The amount paid will vary based on the duration you
choose.
- --------------------------------------------------------------------------------
Income of a specified amount (at least 36 months)--You elect the dollar amount
of the withdrawals. Based on the amount elected, the duration may vary. Interest
only--Your withdrawals will be based on the amount of interest credited to the
Guarantee Period Fund between withdrawals. Available only if 100% of your
Account Value is invested in the Guarantee Period Fund.
Minimum distribution--If you are using this Contract as an IRA, you may request
minimum distributions as specified under Code Section 401(a)(9). Any other form
of periodic withdrawal acceptable to Great-West which is for a period of at
least 36 months.

In accordance with the provisions outlined in this section, you may request a
periodic withdrawal to remit fees paid to your Investment Manager or Financial
Advisor. There may be income tax consequences to any periodic withdrawal made
for this purpose. Please see "Cash Withdrawals" on Page 22.

Annuity Payouts
You can choose the date you'd like annuity payouts to start either when you
purchase the Contract or at a later date. The date you choose must be at least
one year after your initial Contribution. If you do not select a payout start
date, payouts will begin on the first day of the month of the Annuitant's 91st
birthday. You can change your selection at any time up to 30 days before the
annuity date you selected.

If you have not elected a payout option within 30 days of the Annuity
Commencement Date, the portion of your Annuity Account Value held in your Fixed
Account will be paid out as a fixed life annuity with a guarantee period of 20
years. The Annuity Account Value held in the Sub-Account(s) will be paid out as
a variable life annuity with a guarantee period of 20 years.

The amount to be paid out is the Annuity Account Value on the Annuity
Commencement Date. The minimum amount that may be withdrawn from the Annuity
Account Value to purchase an annuity payout option is $2,000 with a Market Value
Adjustment, if applicable. If after the Market Value Adjustment, your Annuity
Account Value is less than $2,000, we may pay the amount in a single sum subject
to the Contract provisions applicable to a partial withdrawal.

- --------------------------------------------------------------------------------
If you choose to receive variable annuity payouts from your Contract, you may
select from the following payout options: Variable life annuity with guaranteed
period--This option provides for monthly payouts during a guaranteed period or
for the lifetime of the Annuitant, whichever is longer. The guaranteed period
may be 5, 10, 15 or 20 years.
Variable life annuity--This option provides for monthly payouts during the
lifetime of the Annuitant. The annuity terminates with the last payout due prior
to the death of the Annuitant. Since no minimum number of payouts is guaranteed,
this option may offer the maximum level of monthly payouts. It is possible that
only one payout may be made if the Annuitant died before the date on which the
second payout is due.
- --------------------------------------------------------------------------------

Under an annuity payout option, you can receive payouts monthly, quarterly,
semi-annually or annually in payments which must be at least $50. We reserve the
right to make payouts using the most frequent payout interval which produces a
payout of at least $50.

If you elect to receive a single sum payment, the amount paid is the Surrender
Value.


Amount of First Variable Payout
The first payout under a variable annuity payout option will be based on the
value of the amounts held in each Sub-Account you have selected on the 5th
valuation date preceding the Annuity Commencement Date. It will be determined by
applying the appropriate rate to the amount applied under the payout option. The
rate applied reflects an assumed investment return ("AIR") of 5%.



For annuity options involving life income, the actual age, year in which
annuitization commences, and/or gender of the Annuitant will affect the amount
of each payout. We reserve the right to ask for satisfactory proof of the
Annuitant's age. We may delay annuity payouts until satisfactory proof is
received. Since payouts to older Annuitants are expected to be fewer in number,
the amount of each annuity payout under a selected annuity form will be greater
for older Annuitants than for younger Annuitants.


If the age of the Annuitant has been misstated, the payouts established will be
made on the basis of the correct age. If payouts were too large because of
misstatement, the difference with interest may be deducted by us from the next
payout or payouts. If payouts were too small, the difference with interest may
be added by us to the next payout. This interest is at an annual effective rate
which will not be less than the Guaranteed Interest Rate.


Variable Annuity Units

The number of Annuity Units paid for each Sub-Account is determined by dividing
the amount of the first monthly payout by its Annuity Unit value on the 5th
valuation date preceding the date the first payout is due. The number of Annuity
Units used to calculate each payout for a Sub-Account remains fixed during the
Annuity Payout Period.


Amount of Variable Payouts After the
First Payout
Payouts after the first will vary depending upon the investment performance of
the Sub-Accounts. Your payments will increase in amount over time if the
Sub-Account(s) you select earn more than the 5% AIR. Likewise, your payments
will decrease in amount over time if the Sub-Account(s) you select earn less
than the 5% AIR. The subsequent amount paid from each Sub-Account is determined
by multiplying (a) by (b) where (a) is the number of Sub-Account Annuity Units
to be paid and (b) is the Sub-Account Annuity Unit value on the 5th valuation
date preceding the date the annuity payout is due. The total amount of each
variable annuity payout will be the sum of the variable annuity payouts for each
Sub-Account you have selected. We guarantee that the dollar amount of each
payout after the first will not be affected by variations in expenses or
mortality experience.


Transfers After the Variable Annuity
Commencement Date
Once annuity payouts have begun, no Transfers may be made from a fixed annuity
payout option to a variable annuity payout option, or vice versa. However, for
variable annuity payout options, Transfers may be made within the variable
annuity payout option among the available Sub-Accounts. Transfers after the
Annuity Commencement Date will be made by converting the number of Annuity Units
being Transferred to the number of Annuity Units of the Sub-Account to which the
Transfer is made. The result will be that the next annuity payout, if it were
made at that time, would be the same amount that it would have been without the
Transfer. Thereafter, annuity payouts will reflect changes in the value of the
new Annuity Units.

If you choose to receive fixed annuity payouts from your Contract, you may
select from the following payout options:

Income of specified amount--The amount
applied under this option may be paid in equal annual, semi-annual, quarterly or
monthly installments in the dollar amount elected for not more than 240 months.

Income for a specified period--Payouts are paid annually, semi-annually,
quarterly or monthly, as elected, for a selected number of years not to exceed
240 months.

Fixed life annuity with guaranteed period--This option provides
monthly payouts during a guaranteed period or for the lifetime of the Annuitant,
whichever is longer. The guaranteed period may be 5, 10, 15 or 20 years.

Fixed life annuity--This option provides for monthly payouts during the lifetime
of the Annuitant. The annuity ends with the last payout due prior to the death
of the Annuitant. Since no minimum number of payouts is guaranteed, this option
may offer the maximum level of monthly payouts. It is possible that only one
payout may be made if the Annuitant died before the date on which the second
payout is due.

Any other form of a fixed annuity acceptable to us.

Other Restrictions
Once payouts start under the annuity payout option you select:

o    no changes can be made in the payout option,

o    no additional Contributions will be accepted under the Contract, and

o    no further  withdrawals,  other than  withdrawals  made to provide  annuity
     benefits, will be allowed.

A portion or the entire amount of the annuity payouts may be taxable as ordinary
income. If, at the time the annuity payouts begin, we have not received a proper
written election not to have federal income taxes withheld, we must by law
withhold such taxes from the taxable portion of such annuity payouts and remit
that amount to the federal government (an election not to have taxes withheld is
not permitted for certain Qualified Contracts). State income tax withholding may
also apply. Please see "Federal Tax Matters" below for details.

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------


Annuity IRAs
The annuity date and options available for IRAs may be controlled by
endorsements, the plan documents, or applicable law.

Under the Code, a Contract purchased and used in connection with an Individual
Retirement Account or with certain other plans qualifying for special federal
income tax treatment is subject to complex "minimum distribution" requirements.
Under a minimum distribution plan, distributions must begin by a specific date
and the entire interest of the plan participant must be distributed within a
certain specified period of time. The application of the minimum distribution
requirements vary according to your age and other circumstances.

- ----------------------------------------------

Seek Tax Advice

The following discussion of the federal income tax consequences is only a brief
summary and is not intended as tax advice. The federal income tax consequences
discussed here reflect our understanding of current law and the law may change.
Federal estate tax consequences and state and local estate, inheritance, and
other tax consequences of ownership or receipt of distributions under a Contract
depend on your individual circumstances or the circumstances of the person who
receives the distribution. A tax adviser should be consulted for further
information.

- --------------------------------------------------------------------------------
Federal Tax Matters
The following discussion is a general description of federal income tax
considerations relating to the Contracts and is not intended as tax advice. This
discussion assumes that the Contract qualifies as an annuity contract for
federal income tax purposes. This discussion is not intended to address the tax
consequences resulting from all situations. If you are concerned about these tax
implications relating to the ownership or use of the Contract, you should
consult a competent tax adviser before initiating any transaction.

This discussion is based upon our understanding of the present federal income
tax laws as they are currently interpreted by the Internal Revenue Service. No
representation is made as to the likelihood of the continuation of the present
federal income tax laws or of the current interpretation by the Internal Revenue
Service. Moreover, no attempt has been made to consider any applicable state or
other tax laws.



The Contract may be purchased on a non-tax qualified basis ("Non-Qualified
Contract") or purchased and used in connection with IRAs. The ultimate effect of
federal income taxes on the amounts held under a Contract, on annuity payouts,
and on the economic benefit to you, the Annuitant, or the Beneficiary may depend
on the type of Contract, and on the tax status of the individual concerned.

- --------------------------------------------------------------------------------
Because tax laws, rules and regulations are constantly changing, we do not make
any guarantees about the Contract's tax status.
- --------------------------------------------------------------------------------

Certain requirements must be satisfied in purchasing an Annuity IRA and
receiving distributions from an Annuity IRA in order to continue receiving
favorable tax treatment. As a result, purchasers of Annuity IRAs should seek
competent legal and tax advice regarding the suitability of the Contract for
their situation, the applicable requirements and the tax treatment of the rights
and benefits of the Contract. The following discussion assumes that an Annuity
IRA is purchased with proceeds and/or Contributions that qualify for the
intended special federal income tax treatment.


Taxation of Annuities
Section 72 of the Code governs taxation of annuities and distributions from
IRAs. You, as a "natural person" will not generally be taxed on increases, if
any, in the value of your Annuity Account Value until a distribution occurs by
withdrawing all or part of the Annuity Account Value (for example, withdrawals
or annuity payouts under the annuity payout option elected). However, under
certain circumstances, you may be subject to current taxation. In addition, an
assignment, pledge, or agreement to assign or pledge any portion of the
Non-Qualified Annuity Account Value will be treated as a withdrawal of such
portion. An IRA Contract may not be assigned as collateral for a loan. The
taxable portion of a withdrawal (in the form of a single sum payout or an
annuity) is taxable as ordinary income.


As a general rule, if the Non-Qualified Contract is not owned by a natural
person (for example, a corporation or certain trusts), the Contract will not be
treated as an annuity contract for federal tax purposes. The Owner generally
must include in income any increase in the excess of the Annuity Account Value
over the "investment in the Contract" (discussed below) during each taxable
year. The rule generally does not apply, however, where the non-natural person
is only the nominal Owner of a Contract and the beneficial Owner is a natural
person.



The rule also does not apply where:

o The annuity Contract is acquired by the estate of a decedent.
o The Contract is held under an IRA.
o The Contract is a qualified funding asset for a structured settlement.
o The Contract is purchased on behalf of an employee upon termination
  of a qualified plan.

The following discussion generally applies to a Contract owned by a natural
person.

Withdrawals




In the case of a withdrawal under a Non-Qualified Contract, partial withdrawals,
including periodic withdrawals that are not part of an annuity payout, are
generally treated as taxable income to the extent that the Annuity Account Value
immediately before the withdrawal exceeds the "investment in the Contract" at
that time. The "investment in the Contract" generally equals the amount of any
nondeductible Contributions paid by or on behalf of any individual less any
withdrawals that were excludable from income. If a partial withdrawal is made
from a Guarantee Period which is subject to a Market Value Adjustment, then
the Annuity Account Value immediately before the withdrawal will not be altered
to take into account the Market Value Adjustment. As a result, for purposes of
determining the taxable portion of the partial withdrawal, the Annuity Account
Value will not reflect the amount, if any, deducted from or added to the
Guarantee Period due to the Market Value Adjustment. Full surrenders are treated
as taxable income to the extent that the amount received exceeds the "investment
in the Contract." The taxable portion of any withdrawal is taxed at ordinary
income tax rates.



In the case of a withdrawal under an IRA, including withdrawals under the
periodic withdrawal option, a portion of the amount received may be non-taxable.
The amount of the non-taxable portion is generally determined by the ratio of
the "investment in the Contract" to the individual's Annuity Account
Value.Special tax rules may be available for certain distributions from an IRA.




Annuity Payouts


Although the tax consequences may vary depending on the annuity form elected
under the Contract, in general, only the portion of the annuity payout that
represents the amount by which the Annuity Account Value exceeds the "investment
in the Contract" will be taxed. For fixed annuity payouts, in general there is
no tax on the portion of each payout which represents the same ratio that the
"investment in the Contract" allocated to the fixed annuity payouts bears to the
total expected value of the annuity payouts for the term of the payouts
(determined under Treasury Department regulations). For variable annuity
payouts, in general there is no tax on the portion of each payout which
represents the same ratio that the "investment in the Contract" allocated to the
variable annuity payouts bears to the number of payments expected to be made
(determined by Treasury Department regulations which take into account the
annuitant's life expectancy and the form of annuity benefit selected.) However,
the remainder of each annuity payout is taxable at ordinary income tax rates.
Once the "investment in the Contract" has been fully recovered, the full amount
of any additional annuity payouts is taxable.

Penalty Tax
For distributions from a Non-Qualified Contract, there may be a federal income
tax penalty imposed equal to 10% of the amount treated as taxable income. In
general, however, there is no penalty tax on distributions:
o Made on or after the date on which the Owner reaches age 59 1/2.
o Made as a result of death or disability of the Owner.
o Received in substantially equal periodic payouts (at least annually)
    for your life (or life expectancy) or the joint lives (or joint life
    expectancies) of you and the Beneficiary.

Other exceptions may apply to distributions from a Non-Qualified Contract.
Similar exceptions from the penalty tax on distributions are provided for
distributions from an Annuity IRA. For more details regarding this penalty tax
and other exceptions that may be applicable, consult a competent tax advisor.

Taxation of Death Benefit Proceeds
Amounts may be distributed from the Contract because of the death of an Owner or
the Annuitant. Generally such amounts are included in the income of the
recipient as follows: o If distributed in a lump sum, they are taxed in the same
manner as a full withdrawal,
    as described above.
o   If distributed under an annuity form, they are taxed in the same
    manner as annuity payouts, as described above.


Distribution at Death

In order to be treated as an annuity contract, the terms of the Contract must
provide the following two distribution rules:

o    If the Owner dies  before  the date  annuity  payouts  start,  your  entire
     interest must generally be distributed  within five years after the date of
     your death. If payable to a designated  Beneficiary,  the distributions may
     be paid over the life of that  designated  Beneficiary or over a period not
     extending  beyond  the  life  expectancy  of that  Beneficiary,  so long as
     payouts  start  within  one  year of your  death.  If the  sole  designated
     Beneficiary  is your  spouse,  the Contract may be continued in the name of
     the spouse as Owner.

o   If the Owner dies on or after the date annuity payouts start, and
    before the entire interest in the Contract has been distributed, the
    remainder of your interest will be distributed on the same or on a more
    rapid schedule than that provided for in the method in effect on the date of
    death.

If the Owner is not an individual, then for purposes of the distribution at
death rules, the Primary Annuitant is considered the Owner. In addition, when
the Owner is not an individual, a change in the Primary Annuitant is treated as
the death of the Owner.

Distributions made to a Beneficiary upon the Owner's death from an IRA must be
made pursuant to similar rules in Section 401(a)(9) of the Code.


Diversification of Investments
For a Non-Qualified Contract to be treated as an annuity for federal income tax
purposes, the investments of the Sub-accounts must be "adequately diversified"
in accordance with Treasury Department Regulations. The diversification
requirements do not apply to Annuity IRAs. If the Separate Account or a
Sub-Account failed to comply with these diversification standards, a
Non-Qualified Contract would not be treated as an annuity contract for federal
income tax purposes and the Owner would generally be taxable currently on the
excess of the Annuity Account Value over the Contributions to the Contract.

Although the Company may not control the investments of the Sub-Accounts or the
Portfolios, it expects that the Sub-Accounts and the Portfolios will comply with
such regulations so that the Sub-Accounts will be considered "adequately
diversified." Contract Owners bear the risk that the entire Non-Qualified
Contract could be disqualified as an annuity under the Code due to the failure
of the Separate Account or a Sub-Account to be deemed to be adequately
diversified.

Owner Control
In three Revenue Rulings issued between 1977 and 1982, the IRS held that where a
variable annuity contract holder had certain forms of actual or potential
control over the investments that were held by the insurance company under the
contract, the contract owner would be taxable on the income and gains produced
by those investments. The Company does not believe that an Owner of a
Non-Qualified Contract will have any of the specific types of control that were
described in those Rulings. However, because the current scope and application
of these three Revenue Rulings are unclear, we reserve the right to modify the
Non-Qualified Contract as may be required to maintain favorable tax treatment.


Transfers, Assignments or Exchanges
A transfer of ownership of a Contract, the designation of an Annuitant, Payee or
other Beneficiary who is not also the Owner, or the exchange of a Contract may
result in adverse tax consequences that are not discussed in this Prospectus.

Multiple Contracts
All deferred, Non-Qualified Annuity Contracts that are issued by Great-West (or
our affiliates) to the same Owner during any calendar year will be treated as
one annuity contract for purposes of determining the taxable amount.

Withholding

Non-Qualified Annuity Contract and Annuity IRA distributions generally are
subject to withholding at rates that vary according to the type of distribution
and the recipient's tax status. Recipients, however, generally are provided the
opportunity to elect not to have tax withheld from distributions. Certain
distributions from IRAs are subject to mandatory federal income tax withholding.

Section 1035 Exchanges

Code Section 1035 provides that no gain or loss shall be recognized on the
exchange of one insurance contract for another. Generally, contracts issued in
an exchange for another annuity contract are treated as new for purposes of the
penalty and distribution at death rules.

Individual Retirement Annuities
The Contract may be used with IRAs as described in Section 408 of the Code which
permits eligible individuals to contribute to an individual retirement program
known as an Individual Retirement Annuity. Also, certain kinds of distributions
from certain types of qualified and non-qualified retirement plans may be
"rolled over" into an Annuity IRA following the rules set out in the Code. If
you purchase this Contract for use with an IRA, you will be provided with
supplemental information. And, you have the right to revoke your purchase within
seven days of purchase of the IRA Contract.
If a Contract is purchased to fund an IRA, the Annuitant must also be the Owner.
In addition, if a Contract is purchased to fund an IRA, minimum distributions
must commence not later than April 1st of the calendar year following the
calendar year in which you attain age 70 1/2. You should consult your tax
adviser concerning these matters.

Various tax penalties may apply to Contributions in excess of specified limits,
distributions that do not satisfy specified requirements, and certain other
transactions. The Contract will be amended as necessary to conform to the
requirements of the Code if there is a change in the law. Purchasers should seek
competent advice as to the suitability of the Contract for use with IRAs.

When you make your initial Contribution, you must specify whether you are
purchasing a Non-Qualified Contract or an IRA. If the initial Contribution is
made as a result of an exchange or surrender of another annuity contract, we may
require that you provide information with regard to the federal income tax
status of the previous annuity contract.

We will require that you purchase separate Contracts if you want to invest money
qualifying for different annuity tax treatment under the Code. For each separate
Contract you will need to make the required minimum initial Contribution.
Additional Contributions under the Contract must qualify for the same federal
income tax treatment as the initial Contribution under the Contract. We will not
accept an additional Contribution under a Contract if the federal income tax
treatment of the Contribution would be different from the initial Contribution.

 If a Contract is issued in connection with an employer's Simplified Employee
Pension plan, Owners, Annuitants and Beneficiaries are cautioned that the rights
of any person to any of the benefits under the Contract will be subject to the
terms and conditions of the plan itself, regardless of the terms and conditions
of the Contract.


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Assignments or Pledges
Generally, rights in the Non-Qualified Contract may be assigned or pledged for
loans at any time during the life of the Annuitant. However, if the Contract is
an IRA, you may not assign the Contract as collateral.


If a non-IRA Contract is assigned, the interest of the assignee has priority
over your interest and the interest of the Beneficiary. Any amount payable to
the assignee will be paid in a single sum.

A copy of any assignment must be submitted to the Annuity Administration
Department at Great-West. All assignments are subject to any action taken or
payout made by Great-West before the assignment was processed. We are not
responsible for the validity or sufficiency of any assignment.


If any portion of the Annuity Account Value is assigned or pledged for a loan,
it will be treated as a withdrawal as discussed above under Taxation of
Annuities. Please consult a competent tax adviser for further information.


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Performance Data
From time to time, we may advertise yields and average annual total returns for
the Sub-Accounts. In addition, we may advertise the effective yield of the
Schwab Money Market Sub-Account. These figures will be based on historical
information and are not intended to indicate future performance.

Money Market Yield
The yield of the Schwab Money Market Sub-Account refers to the annualized income
generated by an investment in that Sub-Account over a specified 7-day period. It
is calculated by assuming that the income generated for that seven-day period is
generated each 7-day period over a period of 52 weeks and is shown as a
percentage of the investment.

The effective  yield is calculated  similarly but, when  annualized,  the income
earned by an investment in that  Sub-Account  is assumed to be  reinvested.  The
effective  yield  will  be  slightly  higher  than  the  yield  because  of  the
compounding effect of the assumed reinvestment.

Average Annual Total Return

The table on the following page illustrates standardized and non-standardized
average annual total return for one-, three-, five- and ten-year periods (or
since inception, if less than ten years) ended December 31, 2000. Average annual
total return quotations represent the average annual compounded rate of return
that would equate an initial investment of $1,000 to the redemption value of
that investment (excluding Premium Taxes, if any) as of the last day of each of
the periods for which total return quotations are provided.


Both the  standardized  and  non-standardized  data utilize the same calculation
method and reflect the deduction of all fees and charges under the Contract. The
standardized  data is calculated  from the inception date of the Sub-Account and
the non-standardized data is calculated for periods preceding the inception date
of the  Sub-Account.  For  additional  information  regarding  yields  and total
returns  calculated using the standard  methodologies  briefly described herein,
please refer to the Statement of Additional Information.





                                                                                            
                                                                Performance Data
                                         Standardized Performance Data                   Non-Standardized Performance Data
Sub-Account                               1 year     Since    Inception   1 Year 3 years   5 years 10 years     Since      Inception
                                                   Inception  Date of                                         Inception      Date of
                                                      of      Sub-Account                                        of       Underlying
                                                   Sub-Account                                               Underlying    Portfolio
                                                                                                              Portfolio
                                                                                                              (if less
                                                                                                               than 10
                                                                                                               years)
Alger American Growth                    -15.50%    19.44%    11/1/1996    N/A   18.03%    18.16%   19.42%       N/A      1/9/1989
American Century VP International        -17.53%    17.36%    11/1/1996    N/A   16.46%    16.00%     N/A      12.61%     5/1/994
Baron Capital Asset                       -3.48%     5.88%    5/3/1999     N/A     N/A       N/A      N/A      27.17%    10/1/1998
Berger IPT-Small Company Growth           -7.34%    27.52%    5/1/1997     N/A   21.11%      N/A      N/A      17.38%     5/1/1996
Deutsche Asset Management VIT EAFE(R)    -17.36%    -0.50%    5/3/1999     N/A    8.00%      N/A      N/A       4.86%    8/22/1997
Equity Index
Deutsche Asset Management VIT Small       -4.69%     6.46%    5/3/1999     N/A    3.26%      N/A      N/A       4.35%    8/22/1997
Cap Index
Dreyfus Variable Investment Fund          -1.49%     0.53%    5/3/1999     N/A   12.01%    17.30%     N/A      16.15%     4/5/1993
Appreciation
Dreyfus Variable Investment Fund          -4.59%     1.42%    5/3/1999     N/A    7.02%    11.08%     N/A      15.85%     5/2/1994
Growth and Income
Federated American Leaders II             1.52%     13.74%    11/1/1996    N/A    7.78%    14.58%     N/A      14.69%    2/10/1994
Federated U.S. Government Securities II   10.04%     5.25%    11/1/1996    N/A    5.00%     5.04%     N/A       5.17%    3/28/1994
Federated Utility II                      -9.71%     6.94%    5/1/1997     N/A    0.94%     7.39%     N/A       7.89%    2/10/1994
INVESCO VIF-Equity Income                 3.99%     15.06%    11/1/1996    N/A   10.63%    15.84%     N/A      16.79%    8/10/1994
INVESCO VIF-High Yield                   -12.43%     3.38%    11/1/1996    N/A   -1.65%     5.05%     N/A       6.56%    5/27/1994
INVESCO VIF-Technology                     N/A      -44.04%   3/1/2000   -24.06% 34.46%      N/A      N/A      32.57%    5/21/1997
Janus Aspen Flexible Income               5.36%      2.89%    5/3/1999     N/A    4.71%     6.61%     N/A       7.27%    9/13/1993
Janus Aspen Growth                       -15.28%    18.50%    11/1/1996    N/A   17.62%    18.33%     N/A      17.02%    9/13/1993
Janus Aspen International Growth         -16.67%    23.41%    5/3/1999     N/A   20.52%    22.40%     N/A      19.29%     5/2/1994
Janus Aspen Worldwide Growth             -16.39%    20.78%    11/1/1996    N/A   20.34%    21.97%     N/A      21.22%    9/13/1993
Montgomery Variable Series: Growth        -9.83%     9.37%    11/1/1996    N/A    3.29%      N/A      N/A      12.43%     2/9/1996
Morgan Stanley Universal Institutional    29.17%     5.76%    9/17/1997    N/A    4.22%      N/A      N/A       7.80%     3/3/1997
Fund  U.S. Real Estate*
Prudential Series Fund Equity Class II    1.98%      0.29%    5/3/1999     N/A     N/A       N/A      N/A       0.29%     5/4/1999
SAFECO RST Equity                        -11.54%     9.66%    5/1/1997     N/A    5.88%    12.70%   15.65%       N/A      4/3/1987
SAFECO RST Growth Opportunities           -6.97%     3.79%    5/3/1999     N/A   -0.55%    13.04%     N/A      18.31%     1/7/1993
Schwab MarketTrack Growth II              -5.62%    12.02%    11/1/1996    N/A    7.86%      N/A      N/A      12.02%    11/1/1996
Schwab S&P 500                           -10.11%    16.40%    11/1/1996    N/A   10.88%      N/A      N/A      16.40%    11/1/1996
Scudder Variable Series I Capital        -10.66%     7.57%    5/3/1999     N/A   13.53%    18.60%   16.72%       N/A     7/16/1985
Growth
Scudder Variable Series I Growth and      -2.93%    -5.58%    5/3/1999     N/A    2.68%    11.15%     N/A      13.39%     5/2/1994
Income
Strong Multi Cap Value II                 6.92%     -4.64%    5/3/1999     N/A    1.41%      N/A      N/A       1.04%    10/10/1997



*On September 22, 2000, the net assets of the Van Kampen Life Investment Trust
Morgan Stanley Real Estate Securities Portfolio ("Van Kampen Portfolio") were
merged into the Morgan Stanley Universal Institutional Fund U.S. Real Estate
Portfolio ("Morgan Stanley Portfolio"). The Van Kampen Portfolio was terminated
following the merger. The Sub-Account that had invested in the Van Kampen
Portfolio until that time began investing in the Morgan Stanley Portfolio. As a
result, both the standardized and non-standardized performance shown above
reflect only the performance of the Morgan Stanley Portfolio and not that of the
Van Kampen Portfolio.


Performance information and calculations for any Sub-Account are based only on
the performance of a hypothetical Contract under which the Annuity Account Value
is allocated to a Sub-Account during a particular time period. Performance
information should be considered in light of the investment objectives and
policies and characteristics of the Portfolios in which the Sub-Account invests
and the market conditions during the given time period. It should not be
considered as a representation of what may be achieved in the future.

Reports and promotional literature may also contain other information including:

o    the ranking of or asset  allocation/investment  strategy of any Sub-Account
     derived  from  rankings  of  variable  annuity  separate  accounts or their
     investment  products tracked by Lipper  Analytical  Services,  Inc., VARDS,
     Morningstar,  Value  Line,  IBC/Donoghue's  Money  Fund  Report,  Financial
     Planning  Magazine,  Money Magazine,  Bank Rate Monitor,  Standard & Poor's
     Indices,   Dow  Jones  Industrial  Average,   and  other  rating  services,
     companies, publications or other people who rank separate accounts or other
     investment products on overall performance or other criteria, and

o   the effect of tax-deferred compounding on investment returns, or
    returns in general, which may be illustrated by graphs, charts, or
    otherwise, and which may include a comparison, at various points in time, of
    the return from an investment in a Contract (or returns in general) on a
    tax-deferred basis (assuming one or more tax rates) with the return on a
    currently taxable basis. Other ranking services and indices may be used.

We may from time to time also advertise cumulative (non-annualized) total
returns, yield and standard total returns for the Sub-Accounts.

We may also advertise performance figures for the Sub-Accounts based on the
performance of a Portfolio prior to the time the Series Account commenced
operations.

For additional information regarding the calculation of other performance data,
please refer to the Statement of Additional Information.

- --------------------------------------------------------------------------------
Distribution of the Contracts

Charles Schwab & Co., Inc. (Schwab) is the principal underwriter and distributor
of the  Contracts.  Schwab  is  registered  with  the  Securities  and  Exchange
Commission as a  broker/dealer  and is a member of the National  Association  of
Securities  Dealers,  Inc.  (NASD).  Its  principal  offices  are located at 101
Montgomery Street, San Francisco, California 94104, telephone 800-838-0650.

Certain administrative services are provided by Schwab to assist Great-West in
processing the Contracts. These services are described in written agreements
between Schwab and Great-West. Great-West has agreed to indemnify Schwab (and
its agents, employees, and controlling persons) for certain damages arising out
of the sale of the Contracts, including those arising under the securities laws.

- --------------------------------------------------------------------------------
Voting Rights
In general, you do not have a direct right to vote the Portfolio shares held in
the Series Account. However, under current law, you are entitled to give us
instructions on how to vote the shares. We will vote the shares according to
those instructions at regular and special shareholder meetings. If the law
changes and we can vote the shares in our own right, we may elect to do so.

Before the Annuity Commencement Date, you have the voting interest. The number
of votes available to you will be calculated separately for each of your
Sub-Accounts. That number will be determined by applying your percentage
interest, if any, in a particular Sub-Account to the total number of votes
attributable to that Sub-Account. You hold a voting interest in each Sub-Account
to which your Annuity Account Value is allocated. If you select a variable
annuity option, the votes attributable to your Contract will decrease as annuity
payouts are made.

The number of votes of a Portfolio will be determined as of the date established
by that Portfolio for determining shareholders eligible to vote at the meeting
of the Portfolios. Voting instructions will be solicited by written
communication prior to such meeting in accordance with procedures established by
the respective Portfolios.

If we do not receive timely instructions and Owners have no beneficial interest
in shares held by us, we will vote according to the voting instructions as a
proportion of all Contracts participating in the Sub-Account. If you indicate in
your instructions that you do not wish to vote an item, we will apply your
instructions on a pro rata basis to reduce the votes eligible to be cast.

Each person or entity having a voting interest in a Sub-Account will receive
proxy material, reports and other material relating to the appropriate
Portfolio.

Please note, generally the Portfolios are not required to, and do not intend to,
hold annual or other regular meetings of shareholders.

Contract Owners have no voting rights in Great-West.



- --------------------------------------------------------------------------------
Rights Reserved by Great-West
We reserve the right to make certain changes we believe would best serve the
interests of Owners and Annuitants or would be appropriate in carrying out the
purposes of the Contracts. Any changes will be made only to the extent and in
the manner permitted by applicable laws. Also, when required by law, we will
obtain your approval of the changes and approval from any appropriate regulatory
authority. Approval may not be required in all cases, however. Examples of the
changes we may make include:
o   To operate the Series Account in any form permitted under the
    Investment Company Act of 1940 or in any other form permitted by law.
o   To Transfer any assets in any Sub-Account to another Sub-Account, or
    to one or more separate accounts, or to a Guarantee Period; or to add,
    combine or remove Sub-Accounts of the Series Account.
o   To substitute, for the Portfolio shares in any Sub-Account, the
    shares of another Portfolio or shares of another investment company or any
    other investment permitted by law.
o   To make any changes required by the Code or by any other applicable
    law in order to continue treatment of the Contract as an annuity.

o    To change  the time or time of day at which a  valuation  date is deemed to
     have ended.

o    To make any other necessary  technical  changes in the Contract in order to
     conform with any action the above provisions  permit us to take,  including
     changing  the  way we  assess  charges,  without  increasing  them  for any
     outstanding    Contract   beyond   the   aggregate    amount    guaranteed.
     ---------------------------------------------------------------------------
     Legal Proceedings Currently,  the Series Account is not a party to, and its
     assets are not subject to any material legal proceedings.  And,  Great-West
     is not currently a party to, and its property is not currently  subject to,
     any material legal proceedings. The lawsuits to which Great-West is a party
     are, in the opinion of management,  in the ordinary course of business, and
     are not  expected  to  have a  material  adverse  effect  on the  financial
     results,       conditions       or      prospects      of       Great-West.
     ---------------------------------------------------------------------------


     Legal Matters Advice regarding certain legal matters concerning the federal
     securities  laws  applicable to the issue and sale of the Contract has been
     provided             by             Jorden             Burt            LLP.
     ---------------------------------------------------------------------------


Experts
The consolidated financial statements incorporated by reference from Great-West
Life & Annuity Insurance Company's Annual Report on Form 10-K for the year ended
December 31, 2000, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report which is incorporated herein by reference
and has been so incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.

- --------------------------------------------------------------------------------
Incorporation of Certain Documents by Reference and Available Information
Great-West's Annual Report on Form 10-K for the year ended December 31, 2000 is
incorporated herein by reference, which means that it is legally a part of this
Prospectus. All documents or reports filed by Great-West under Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
after the effective date of this Prospectus are also incorporated by reference.
Such documents or reports will be part of this Prospectus from the date such
documents are filed.

Great-West files its Exchange Act documents and reports, including its annual
and quarterly annual reports on Form 10-K and Form 10-Q, electronically pursuant
to EDGAR under CIK No. 0000744455.

We have filed a registration statement ("Registration Statement") with the
Commission under the 1933 Act relating to the Contracts offered by this
Prospectus. This Prospectus has been filed as a part of the Registration
Statement and does not contain all of the information contained in the
Registration Statement and its exhibits. Please refer to the registration
statement and its exhibits for further information.

You may request a free copy of any or all of the information incorporated by
reference into the Prospectus (other than exhibits not specifically incorporated
by reference into the text of such documents). Please direct any oral or written
request for such documents to:

Annuity Administration Department
P. O. Box 173920
Denver, Colorado  80217-3920
1-800-838-0650



The SEC maintains an Internet web site (http://www.sec.gov) that contains the
Statement of Additional Information, information incorporated by reference and
other information filed electronically by Great-West concerning the Contract and
the Series Account.

You also can review and copy any materials filed with the SEC at its Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain
information on the operation of the Public Reference room by calling the SEC at
1-800-SEC-0330.




The Statement of Additional Information contains more specific information
relating to the Series Account and Great-West, such as:

o       general information

o    information  about  Great-West  Life & Annuity  Insurance  Company  and the
     Variable Annuity-1 Series Account

o       the calculation of annuity payouts

o       postponement of payouts

o       services

o       withholding

o       calculation of performance data.

- --------------------------------------------------------------------------------


Appendix A--Condensed Financial Information
                             Selected data for accumulation units
                      Outstanding through each period ending December 31




                                                                                    


                                                       Baron                   Deutsche     Deutsche
                              Alger      American     Capital    Berger IPT     Asset        Asset       Dreyfus
                             American   Century VP     Asset:       Small     Management   Management      VIF
                              Growth    InternationalInsurance     Company     VIT EAFE    VIT Small     Capital
                                                       Shares      Growth    Equity Index  Cap Index   Appreciation
                           ----------------------------------------------------------------------------------------

Date Sub-Account             11/01/96    11/01/96     05/03/99    05/01/97     05/03/99     05/03/99    05/03/99
Commenced Operations

2000
 Beginning Unit Value            $24.84      $23.66       $11.40      $26.37       $12.00       $11.65      $10.24
                           ========================================================================================
 Ending Unit Value               $20.99      $19.51       $11.00      $24.43        $9.92       $11.10      $10.09
                           ========================================================================================
 Number of Units           3,090,961.37  808,345.51   655,329.37 1,876,728.72  290,653.23   464,934.96  474,144.32
Outstanding
                           ========================================================================================
 Net Assets (000's)             $64,886     $15,773       $7,209     $45,853       $2,883       $5,162      $4,784
                           ========================================================================================

1999
 Beginning Unit Value            $18.74      $14.54       $10.00      $13.89       $10.00       $10.00      $10.00
                           ========================================================================================
 Ending Unit Value               $24.84      $23.66       $11.40      $26.37       $12.00       $11.65      $10.24
                           ========================================================================================
 Number of Units           2,200,774.98  602,866.81   502,097.27 1,072,037.44  161,395.99   203,338.02  245,395.21
Outstanding
                           ========================================================================================
 Net Assets (000's)             $54,671     $14,264       $5,723     $28,268       $1,937       $2,369      $2,513
                           ========================================================================================

1998
 Beginning Unit Value            $12.76      $12.35                   $13.75
                           ========================================================================================
 Ending Unit Value               $18.74      $14.54                   $13.89
                                                                             ======================================
                           ========================================================================================
 Number of Units           1,306,503.46  560,116.89               428,982.88
Outstanding
                                                                             ======================================
                           ========================================================================================
 Net Assets (000's)             $24,487      $8,147                   $5,959
                           ========================================================================================

1997

 Beginning Unit Value            $10.24      $10.49                  $10.00
                                                                     ======

                                                    -------------------------======================================
                           =========================
 Ending Unit Value               $12.76      $12.35                   $13.75
                                                                             ======================================
                           ========================================================================================
 Number of Units             417,162.09  298,156.62               124,653.31
Outstanding
                                                                             ======================================
                           ========================================================================================
 Net Assets (000's)              $5,325      $3,683                   $1,714
                           ========================================================================================


1996
 Beginning Unit Value                        $10.00
                           $10.00
                                                    ===============================================================
                           =========================
 Ending Unit Value               $10.24      $10.49
                                                    ===============================================================
                           ========================================================================================
 Number of Units               1,166.64   13,399.99
Outstanding
                                                    ===============================================================
                           ========================================================================================
 Net Assets (000's)                 $12        $141
                           ========================================================================================

                                                                                                       (Continued)


                                                     Federated
                             Dreyfus     Federated    for U.S.
                            VIF Growth   American    Government   Federated  INVESCO VIF  INVESCO VIF    INVESCO
                             & Income   Leaders II   Securities  Utility II     Equity     High Yield      VIF
                                                         II                     Income                 Technology
                           ----------------------------------------------------------------------------------------

Date Sub-Account              5/3/99     11/01/96     11/01/96     5/1/97      11/1/96      11/1/96     03/01/00
Commenced Operations

2000
 Beginning Unit Value            $10.73      $16.87       $11.27      $14.18       $17.28       $13.14      $10.00
                           ========================================================================================
 Ending Unit Value               $10.24      $17.12       $12.40      $12.81       $17.97       $11.51       $5.60
                           ========================================================================================
 Number of Units             265,081.38 1,213,502.143,179,461.73  260,839.52 2,044,482.56 1,919,248.78 4,296,975.00
Outstanding
                           ========================================================================================
 Net Assets (000's)              $2,714     $20,780      $39,417      $3,340      $36,739      $22,081     $24,047
                           ========================================================================================

1999
 Beginning Unit Value            $10.00      $15.95       $11.43      $14.07       $15.18       $12.13
                                                                                                       ============
                           ========================================================================================
 Ending Unit Value               $10.73      $16.87       $11.27      $14.18       $17.28       $13.14
                                                                                                       ============
                           ========================================================================================
 Number of Units              49,768.32 1,443,381.492,809,026.83  280,956.86 1,753,290.18 2,003,862.84
Outstanding
                                                                                                       ============
                           ========================================================================================
 Net Assets (000's)                $534     $24,346      $31,648      $3,985      $30,299      $26,326
                           ========================================================================================

1998
 Beginning Unit Value                        $13.67       $10.71      $12.45       $13.27       $12.09
                           =============                                                               ============
                           ========================================================================================
 Ending Unit Value                           $15.95       $11.43      $14.07       $15.18       $12.13
                           =============                                                               ============
                           ========================================================================================
 Number of Units                        1,763,028.092,136,709.11  416,024.23 1,639,584.27 1,867,861.60
Outstanding
                           =============                                                               ============
                           ========================================================================================
 Net Assets (000's)                         $28,117      $24,427      $5,852      $24,882      $22,654
                           ========================================================================================

1997
 Beginning Unit Value                        $10.42        $9.97      $10.00       $10.44       $10.39
                           =============                                                               ============
                           ========================================================================================
 Ending Unit Value                           $13.67       $10.71      $12.45       $13.27       $12.09
                           =============                                                               ============
                           ========================================================================================
 Number of Units                        1,426,437.13  815,966.27  168,289.28 1,271,028.35 1,360,680.67
Outstanding
                           =============                                                               ============
                           ========================================================================================
 Net Assets (000's)                         $19,505       $8,737      $2,095      $16,867      $16,450
                           ========================================================================================


1996
 Beginning Unit Value                        $10.00       $10.00                   $10.00       $10.00
                           =============                                                               ============
                           ========================================================================================
 Ending Unit Value                           $10.42        $9.97                   $10.44       $10.39
                           =============                                                               ============
                           ========================================================================================
 Number of Units                          65,888.88     9,330.15                68,873.87    52,043.52
Outstanding
                           =============                                                               ============
                           ========================================================================================
 Net Assets (000's)                            $686          $93                     $719         $541
                           ========================================================================================


                                                                                                                        (Continued)




                                                                                             Morgan
                                                                                            Stanley
                                                    Janus Aspen     Janus     Montgomery   Universal
                           Janus Aspen                 Series       Aspen      Variable   InstitutionalPrudential
                              Series       Janus    International  Series      Series:     Fund U.S.     Series     SAFECO RST
                             Flexible      Aspen       Growth     Worldwide     Growth    Real Estate* Fund Equity    Equity
                              Income      Series                   Growth
                                     Growth
                           -----------------------------------------------------------------------------------------------------

Date Sub-Account             05/03/99    11/01/96     05/03/99    11/01/96     11/01/96     09/17/97    05/03/99     05/01/97
Commenced Operations

2000
 Beginning Unit Value             $9.95      $23.98       $17.04      $26.30       $16.13        $8.86       $9.85       $15.88
                           =====================================================================================================
 Ending Unit Value               $10.49      $20.32       $14.20      $21.99       $14.55       $11.25      $10.05       $14.05
                           =====================================================================================================
 Number of Units           1,624,947.61 4,289,359.842,082,710.01 4,803,268.39  458,093.76   787,331.48  159,971.19   940,487.75
Outstanding
                           =====================================================================================================
 Net Assets (000's)             $17,043     $87,143      $29,582    $105,639       $6,664        $8860      $1,607      $13,212
                           =====================================================================================================

1999
 Beginning Unit Value            $10.00      $16.79       $10.00      $16.13       $13.47        $9.25      $10.00       $14.65
                           =====================================================================================================
 Ending Unit Value                $9.95      $23.98       $17.04      $26.30       $16.13        $8.86       $9.85       $15.88
                           =====================================================================================================
 Number of Units             838,444.84 3,396,880.63  772,937.37 4,259,932.25  410,660.04   347,935.46   32,427.58 1,065,918.62
Outstanding
                           =====================================================================================================
 Net Assets (000's)              $8,347     $81,453      $13,174    $112,048       $6,625       $3,083        $320      $16,928
                           =====================================================================================================

1998
 Beginning Unit Value                        $12.49                   $12.62       $13.20       $10.56                   $11.83
                           ======================================                                      =========================
                           ========================================================================================
 Ending Unit Value                           $16.79                   $16.13       $13.47        $9.25                   $14.65
                           ======================================                                      ============
                           =====================================================================================================
 Number of Units                        1,979,274.19             3,616,796.56  601,168.28   308,475.29             1,168,093.71
Outstanding
                           ======================================                                      =========================
                           ========================================================================================
 Net Assets (000's)                         $33,242                  $58,337       $8,097       $2,854                  $17,116
                           =====================================================================================================

1997
 Beginning Unit Value                        $10.26                   $10.42       $10.35       $10.00                   $10.00
                           ======================================            ======================================
                           ==================================================                          =========================
 Ending Unit Value                           $12.49                   $12.62       $13.20       $10.56                   $11.83
                           ======================================                                      ============
                           =====================================================================================================
 Number of Units                        1,335,813.25             2,208,663.79  643,624.38   176,075.27               357,176.26
Outstanding
                           ======================================                                      =========================
                           ========================================================================================
 Net Assets (000's)                         $16,678                  $27,868       $8,495       $1,859                   $4,226
                           =====================================================================================================

1996
 Beginning Unit Value                        $10.00                   $10.00       $10.00
                           ======================================            ==========================
                           ==================================================             =========================
 Ending Unit Value                           $10.26                   $10.42       $10.35
                           ======================================                         =============
                           ========================================================================================
 Number of Units                          93,598.79                51,982.38    11,226.77
Outstanding
                           ======================================                         =========================
                           ============================================================================
 Net Assets (000's)                            $960                     $541         $116
                           ========================================================================================

*On September 22, 2000, the net assets of the Van Kampen Life Investment Trust
Morgan Stanley Real Estate Securities Portfolio were merged into this underlying
Portfolio. The data shown above reflects financial information for the Van
Kampen Life Investment Trust Morgan Stanley Real Estate Securities Portfolio
until September 22, 2000, and for the Morgan Stanley Universal Institutional
Fund U.S. Real Estate Portfolio after that date.
                                                                                                                        (Continued)







                                                                               Scudder      Scudder
                                                                               Variable     Variable
                                          Schwab                               Series I     Series I
                            SAFECO RST  MarketTrack    Schwab    Schwab S&P    Capital      Growth &     Strong
                              Growth     Growth II  Money Market     500      Growth - A   Income - A   Multi Cap
                                                                                                        Value II
                           ----------------------------------------------------------------------------------------

Date Sub-Account             05/03/99    11/01/96     11/01/96    11/01/96     05/03/99     05/03/99    05/03/99
Commenced Operations

2000
 Beginning Unit Value            $11.44      $17.01       $11.35      $20.95       $12.64        $9.36       $8.64
                           ========================================================================================
 Ending Unit Value               $10.64      $16.05       $11.93      $18.83       $11.30        $9.09       $9.24
                           ========================================================================================
 Number of Units             576,155.20  818,621.27 12,390,368.675,934,026.31  403,432.96   190,164.72  556,934.32
Outstanding
                           ========================================================================================
 Net Assets (000's)              $6,131     $13,138     $147,767    $111,752       $4,557       $1,728      $5,146
                           ========================================================================================

1999
 Beginning Unit Value            $10.00      $14.34       $10.93      $17.54       $10.00       $10.00      $10.00
                           ========================================================================================
 Ending Unit Value               $11.44      $17.01       $11.35      $20.95       $12.64        $9.36       $8.64
                           ========================================================================================
 Number of Units             155,642.93  560,532.64 9,861,519.25 5,457,967.10  186,640.12    61,409.25   94,499.34
Outstanding
                           ========================================================================================
 Net Assets (000's)              $1,780      $9,532     $111,967    $114,346       $2,360         $575        $817
                           ========================================================================================

1998
 Beginning Unit Value                        $12.79       $10.49      $13.81
                           ========================================================================================
                           ========================================================================================
 Ending Unit Value                           $14.34       $10.93      $17.54
                           ========================================================================================
                           ========================================================================================
 Number of Units                         447,514.11 6,649,980.31 4,084,834.46
Outstanding
                           ========================================================================================
                           ========================================================================================
 Net Assets (000's)                          $6,416      $72,692     $71,644
                           ========================================================================================

1997
 Beginning Unit Value                        $10.35       $10.07      $10.52
                           ========================================================================================
                           ========================================================================================
 Ending Unit Value                           $12.79       $10.49      $13.81
                           ========================================================================================
                           ========================================================================================
 Number of Units                         284,530.36 4,114,002.58 2,115,859.53
Outstanding
                           ========================================================================================
                           ========================================================================================
 Net Assets (000's)                          $3,638      $43,163     $29,224
                           ========================================================================================

1996
 Beginning Unit Value                        $10.00       $10.00      $10.00
                           ========================================================================================
                           ========================================================================================
 Ending Unit Value                           $10.35       $10.07      $10.52
                           ========================================================================================
                           ========================================================================================
 Number of Units                          16,525.39   297,045.92   62,674.08
Outstanding
                           ========================================================================================
                           ========================================================================================
 Net Assets (000's)                            $171       $2,991        $659
                           ========================================================================================

                                                                                                                       (Continued)





                          ------------------------------------------------------


- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Appendix B--Market Value Adjustments
The amount available for a full surrender, partial withdrawal or Transfer equals
the amount requested plus or minus the Market Value Adjustment (MVA). The MVA is
calculated by multiplying the amount requested by the Market Value Adjustment
Factor (MVAF).

The MVA formula
The MVA is determined using the following formula:

MVA = (amount applied) X (Market Value Adjustment Factor) The Market Value
Adjustment Factor is:

{[(1 + i)/(1 + j +.10%)] N/12} - 1

Where:
o   i is the U.S. Treasury Strip ask side yield as published in the Wall
    Street Journal on the last business day of the week prior to the date the
    stated rate of interest was established for the Guarantee Period. The term
    of i is measured in years and equals the term of the Guarantee Period.
o   j is the U.S. Treasury Strip ask side yield as published in the Wall
    Street Journal on the last business day of the week prior to the week the
    Guarantee Period is broken. The term of j equals the remaining term to
    maturity of the Guarantee Period, rounded up to the higher number of years.
o   N is the number of complete months remaining until maturity.

The MVA will equal 0 if:
o       i and j differ by less than .10%
o       N is less than 6

Examples
Following are four examples of Market Value Adjustments illustrating (1)
increasing interest rates, (2) decreasing interest rates, (3) flat interest
rates (i and j are within .10% of each other), and (4) less than 6 months to
maturity.


Example 1--Increasing Interest Rates

- -------------------------- -------------------------
- -------------------------  $25,000 on  November  1,
Deposit                    1996
- -------------------------- -------------------------
- -------------------------- -------------------------
Maturity date              December 31, 2005
- -------------------------- -------------------------
- -------------------------- -------------------------
Interest Guarantee Period  10 years
- -------------------------- -------------------------
- -------------------------- -------------------------
i                          Assumed to be 6.15%
- -------------------------- -------------------------
- -------------------------- -------------------------
Surrender date             July 1, 2000
- -------------------------- -------------------------
- -------------------------- -------------------------
J                          7.00%
- -------------------------- -------------------------
- -------------------------- -------------------------
Amount surrendered         $10,000
- -------------------------- -------------------------
- -------------------------- -------------------------
N                          65
- -------------------------- -------------------------

MVAF   = {[(1 + i)/(1 + j + .10%)]N/12} - 1
       = {[1.0615/1.071]65/12} - 1
       = .952885 - 1
       = -.047115

MVA    ____ = (amount transferred or surrendered) x MVAF = $10,000 x - .047115 =
       - $471.15

Surrender Value = (amount transferred or surrendered + MVA)
       = ($10,000 + - $471.15)
       = $9,528.85

Example 2--Decreasing Interest Rates
- -------------------------- -------------------------
Deposit                    $25,000 on  November  1,
                           1996
- -------------------------- -------------------------
- -------------------------- -------------------------
Maturity date              December 31, 2005
- -------------------------- -------------------------
- -------------------------- -------------------------
Interest Guarantee Period  10 years
- -------------------------- -------------------------
- -------------------------- -------------------------
i                          Assumed to be 6.15%
- -------------------------- -------------------------
- -------------------------- -------------------------
Surrender date             July 1, 2000
- -------------------------- -------------------------
- -------------------------- -------------------------
J                          5.00%
- -------------------------- -------------------------
- -------------------------- -------------------------
Amount surrendered         $10,000
- -------------------------- -------------------------
- -------------------------- -------------------------
N                          65
- -------------------------- -------------------------

MVAF   = {[(1 + i)/(1 + j + .10%)]N/12} - 1
       = {[1.0615/1.051]65/12} - 1
       = .055323

MVA    ____ = (amount transferred or surrendered) x MVAF = $10,000 x .0055323 =
       $553.23

Surrender Value = (amount transferred or surrendered + MVA)
       = ($10,000 + $553.23)
       = $10,553.23


Example 3--Flat Interest Rates (i and j are within .10% of each other)
- -------------------------- -------------------------
Deposit                    $25,000 on  November  1,
                           1996
- -------------------------- -------------------------
- -------------------------- -------------------------
Maturity date              December 31, 2005
- -------------------------- -------------------------
- -------------------------- -------------------------
Interest Guarantee Period  10 years
- -------------------------- -------------------------
- -------------------------- -------------------------
i                          Assumed to be 6.15%
- -------------------------- -------------------------
- -------------------------- -------------------------
Surrender date             July 1, 2000
- -------------------------- -------------------------
- -------------------------- -------------------------
J                          6.24%
- -------------------------- -------------------------
- -------------------------- -------------------------
Amount surrendered         $10,000
- -------------------------- -------------------------
- -------------------------- -------------------------
N                          65
- -------------------------- -------------------------

MVAF   = {[(1 + i)/(1 + j + .10%)]N/12} - 1
       = {[1.0615/1.0634]65/12} - 1
       = .99036 - 1
       = -.00964
However, [i-j] <.10%, so MVAF = 0

MVA    = (amount transferred or surrendered) x MVAF = $10,000 x 0 = $0

Surrender Value = (amount transferred or surrendered + MVA)
       = ($10,000 + $0)
       = $10,000

Example 4--N equals less than 6 months to maturity
- -------------------------- -------------------------
Deposit                    $25,000 on  November  1,
                           1996
- -------------------------- -------------------------
- -------------------------- -------------------------
Maturity date              December 31, 2005
- -------------------------- -------------------------
- -------------------------- -------------------------
Interest Guarantee Period  10 years
- -------------------------- -------------------------
- -------------------------- -------------------------
i                          assumed to be 6.15%
- -------------------------- -------------------------
- -------------------------- -------------------------
Surrender date             July 1, 2005
- -------------------------- -------------------------
- -------------------------- -------------------------
J                          7.00%
- -------------------------- -------------------------
- -------------------------- -------------------------
Amount surrendered         $10,000
- -------------------------- -------------------------
- -------------------------- -------------------------
N                          5
- -------------------------- -------------------------

MVAF   = {[(1 + i)/(1 + j + .10%)]N/12} - 1
       = {[1.0615/1.071]5/12} - 1
       = .99629 - 1
       = -.00371
However, N<6, so MVAF = 0

MVA    = (amount transferred or surrendered) x MVAF = $10,000 x 0 = $0

Surrender Value = (amount transferred or surrendered + MVA)
       = ($10,000 + $0)
       = $10,000


- -------------------------------------------------------------------------------
Appendix C--Net Investment Factor
The Net Investment Factor is determined by dividing (a) by (b), and subtracting
(c) from the result where:

(a) is the net result of:

1)   the net asset value per share of the Portfolio shares  determined as of the
     end of the current Valuation Period, plus

2)    the per share amount of any  dividend  (or, if  applicable,  capital
     gain  distributions)  made by the Portfolio on shares if the  "ex-dividend"
     date occurs during the current Valuation Period, minus or plus

3)    a per unit  charge or credit for any taxes  incurred  by or provided
     for in the Sub-Account,  which is determined by GWL&A to have resulted from
     the investment operations of the Sub-Account, and

     (b) is the net asset value per share of the Portfolio shares  determined as
of the end of the immediately preceding Valuation Period, and

(c) is an amount representing the Mortality and Expense Risk Charge deducted
from each Sub-Account on a daily basis. Such amount is equal to 0.85%.

The Net Investment Factor may be greater than, less than, or equal to one.
Therefore, the Accumulation Unit Value may increase, decrease or remain
unchanged.

The net asset value per share referred to in paragraphs (a)(1) and (b) above,
reflect the investment performance of the Portfolio as well as the payment of
Portfolio expenses.