As filed with the Securities and Exchange Commission on April  
15, 1997

                       Registration No. 333-       

                                                                  
         

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                 FORM S-1
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                                                  
         

             FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
                        (Exact name of Registrant)

     NEW YORK                      63                      
93-1225432
(State of Incorporation)      (Primary Standard        (I.R.S.
Employer
                                  Industrial          
Identification No.)
                              Classification Code
                                  Number)

                               126 Wolf Road
                          Albany, New York 12205
                              (800) 537-2033
       (Address, including zip code, and telephone number,
including
          area code, or registrant's principal executive officer)


                                                                  
         

                            William T. McCallum
                   President and Chief Executive Officer
             First Great-West Life & Annuity Insurance Company
                          8515 East Orchard Road
                        Englewood, Colorado  80111
                  (Name and Address of Agent for Service)         
         
              
                                 Copy to:

                           James F. Jorden, Esq.
                    Jorden Burt Berenson & Johnson LLP
            1025 Thomas Jefferson Street, N.W., Suite 400 East
                       Washington, D.C.  20007-0805
                                                                  
         


Approximate Date of Proposed Public Offering:  Upon the effective
date of
this Registration Statement.

If any of the securities being registered on this form are to be
offered on
a delayed or continuous basis pursuant to Rule 415 under the
Securities Act
of 1933, check the following:   X  

If this Form is filed to register additional securities for an
offering
pursuant to Rule 462(b) under the Securities Act, check the
following box and
list the Securities Act registration statement number of the
earlier
effective registration statement for the same offering:      

If this Form is a post-effective amendment filed pursuant to Rule
462(c)
under the Securities Act, check the following box and list the
Securities Act
registration statement for the same offering:      

If delivery of the prospectus is expected to be made pursuant to
Rule 434,
check the following box:      

                      CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS OF        AMOUNT TO           PROPOSED MAXIMUM 
SECURITIES TO BE REGISTERED   BE REGISTERED       OFFERING PRICE
PER UNIT

Interests in the Guaranteed        *                        *
Period Fund - a guaranteed
interest option under flexible
premium deferred fixed and
variable annuity contract

TITLE OF EACH CLASS OF             PROPOSED MAXIMUM          AMOUNT
OF
SECURITIES TO BE REGISTERED        OFFERING PRICE PER UNIT  
REGISTRATION FEE

Interests in the Guaranteed        
Period Fund - a guaranteed
interest option under              $ 1,000,000                $ 
303.03     
flexible premium deferred 
fixed and variable annuity contract

*  The maximum aggregate offering price is estimated solely for the
purpose
of determining the registration fee.  The amount being registered
and the
proposed maximum offering price per unit are not applicable in that
these
securities are nto issued in predetermined amounts of units.

The Registrant hereby amends this registration statement on such
date or
dates as may be necessary to delay its effective date until the
Registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in
accordance with
Section 8(a) of the Securities Act of 1933 or until the
registration
statement shall become effective on such date as the Commission
acting
pursuant to said Section 8(a) may determine.<PAGE>
                       Cross Reference Sheet
                  Showing Location in Prospectus
              and Statement of Additional Information
                      As Required by Form S-1


FORM S-1                                      PROSPECTUS
CAPTION ITEM

1.    Forepart of Registration Statement
      and Outside Front Cover Page            Cover Page

2.    Inside Front and Outside                Cover Page;    
      Back Cover Pages                        Table of Contents

3.    Summary Information, Risk Factors       Key Features of
      and Ratio of Earnings                   the Annuity;  First
      to Fixed Charges                        Great-West Life Life
&
                                              Annuity Insurance
                                              Company

4.    Use of Proceeds                         Not Applicable

5.    Determination of Offering Price         Not Applicable

6.    Dilution                                Not Applicable

7.    Selling Security Holders                Not Applicable

8.    Plan of Distribution                    Distribution of the
                                              Contracts

9.    Description of Securities               The Guarantee Period
                                              Fund; The Market
Value
                                              Adjustment

10.   Interest of Named Experts               Legal Matters;
Experts 
      and Counsel

11.   Information with Respect                First Great-Life &
      to the Registrant                       Annuity Insurance 
                                              Company and The
                                              Series Account
Selected
                                              Financial Data; Legal
                                              Proceedings;
Financial
                                              Statements

12.   Disclosure of Commission,                    
      Position on Indemnification                  
      for Securities Act Liabilities     
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.

A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.  THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR
TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE.  THIS
PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF
THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR
SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER
THE SECURITIES LAWS OF ANY SUCH STATE.

THE SCHWAB VARIABLE ANNUITY
A FLEXIBLE PREMIUM DEFERRED FIXED AND VARIABLE ANNUITY
Distributed by
CHARLES SCHWAB & CO., INC. 
_____________________________________________
Issued by
First GREAT-WEST LIFE & ANNUITY
INSURANCE COMPANY


This prospectus describes interests under a flexible premium
deferred annuity contract, The Schwab Variable
Annuity (the "Contract").  The Contract is issued on a group basis
by First Great-West Life & Annuity
Insurance Company (the "Company").  Participation in the Contract
will be accounted for by the issuance of
a certificate showing your interest under the Contract.  Your
certificate is also hereafter referred to as the
"Contract."

Your investment in the Contract may be allocated among twenty-four
Investment Divisions of the Variable
Annuity-1 Series Account ("Series Account") and the available
Guarantee Periods under the Guarantee Period
Fund.  The Investment Divisions invest in various underlying funds
(open-end investment companies) offered
by fund families such as Federated, INVESCO, Janus, Lexington,
Berger, Alger, Schwab Funds, Stein Roe,
Strong, Montgomery, American Century, SAFECO and Van Eck.  You also
have the option of allocating some
or all of your investment in the Contract to the Guarantee Period
Fund which allows you to select one or
more Guarantee Periods, each of which offers you a specified
interest rate for a specified period.  There may
be a market value adjustment on the amounts withdrawn from the
Guarantee Period Fund.  

The minimum initial investment is $5,000 ($2,000 if an IRA) or
$1,000 if made under an Automatic Contribution
Plan ("ACP").  The minimum subsequent Contribution is $500 (or $100
per month if made under an ACP). 


There are no sales charges, redemption, surrender or withdrawal
charges.  The Contract provides a Free
Look Period of 10 days from your receipt of the Contract, during
which time you may cancel your investment
in the Contract.  During the Free Look Period, all Contributions
allocated to an Investment Division will be
allocated first to the Schwab Money Market Investment Division and
will remain there until the next
Transaction Date following the end of the Free Look Period. 
Contributions to the Guarantee Period Fund will
be allocated immediately into the specified Guarantee Period(s). 

Your Variable Account Value will increase or decrease based on the
investment performance of the options
you select.  You bear the entire investment risk under the Contract
prior to the annuity commencement
date for all amounts in your Variable Sub Accounts.  While there is
a guaranteed death benefit, there is
no guaranteed or minimum Variable Account Value on amounts
allocated to Investment Divisions.  Therefore,
the Annuity Account Value you receive could be less than the total
amount of your Contributions.

<PAGE>
Amounts allocated to the Guarantee Period Fund may be subject to a
Market Value Adjustment which
could result in receipt of less than your Contributions if you
surrender, Transfer, make a partial
withdrawal, apply amounts to purchase an annuity or take a
distribution upon the death of the Owner
or Annuitant before a Guarantee Period Maturity Date.  Whether such
a result actually occurs depends on
the timing of the transaction, the amount of the Market Value
Adjustment and the interest rate credited.  The
interest rate in subsequent Guarantee Periods may be more or less
than the rate of a previous Guarantee
Period.  


THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THE PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.  NO PERSON IS AUTHORIZED BY THE COMPANY TO GIVE
INFORMATION OR TO MAKE ANY REPRESENTATION, OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS, IN CONNECTION WITH THE OFFERS
CONTAINED IN THIS 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.


Prospectus Dated ______________, 1997

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.

To Place Orders and for Account Information: Contact the Schwab
Annuity Service Center at 800-838-0650
or P.O. Box 7666, San Francisco, California 94120-7666.

About This Prospectus: This Prospectus concisely presents important
information you should have before
investing in the Contract.  Please read it carefully and retain it
for future reference.  You can find more
detailed information pertaining to the Contract in the Statement of
Additional Information dated
_____________, 1997 (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
may be obtained without charge by contacting the Schwab Annuity
Service Center at 800-838-0650 or P.O.
Box 7666 San Francisco, California 94120-7666.


<PAGE>
                         TABLE OF CONTENTS

                                                           Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . .
 .
KEY FEATURES OF THE ANNUITY . . . . . . . . . . . . . . . . . . . 

FIRST GREAT-WEST LIFE & ANNUITY  INSURANCE COMPANY 
           AND THE SERIES ACCOUNT . . . . . . . . . . . . . . . .
 .
THE ELIGIBLE FUNDS. . . . . . . . . . . . . . . . . . . . . . . .
 .
THE GUARANTEE PERIOD FUND . . . . . . . . . . . . . . . . . . . .
 .
THE MARKET VALUE ADJUSTMENT . . . . . . . . . . . . . . . . . . .
 .
APPLICATION AND CONTRIBUTIONS . . . . . . . . . . . . . . . . . .
 .
ANNUITY ACCOUNT VALUE . . . . . . . . . . . . . . . . . . . . . .
 .
TRANSFERS . . . . . . . . . . . . . . . . . . . . . . . . . . . .
 .
CASH WITHDRAWALS. . . . . . . . . . . . . . . . . . . . . . . . .
 .
TELEPHONE TRANSACTIONS. . . . . . . . . . . . . . . . . . . . . .
 .
DEATH BENEFIT . . . . . . . . . . . . . . . . . . . . . . . . . .
 .
CHARGES AND DEDUCTIONS. . . . . . . . . . . . . . . . . . . . . .
 .
PAYMENT OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . .
 .
FEDERAL TAX MATTERS . . . . . . . . . . . . . . . . . . . . . . .
 .
ASSIGNMENTS OR PLEDGES. . . . . . . . . . . . . . . . . . . . . .
 .
PERFORMANCE DATA  . . . . . . . . . . . . . . . . . . . . . . . .
 .
DISTRIBUTION OF THE CONTRACTS . . . . . . . . . . . . . . . . . .
 .
SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . .
 .
VOTING RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . .
 .
RIGHTS RESERVED BY THE COMPANY. . . . . . . . . . . . . . . . . .
 .
LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . .
 .
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . .
 .
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
 .
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . .
 .
EXHIBITS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
 .
FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . F-1


                                 

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.



           The Contract is not available in all states.






<PAGE>
___________________________________________________________________

                            DEFINITIONS
___________________________________________________________________

Accumulation Period - The period between the Effective Date and the
Payment Commencement Date.

Annuitant - The person named in the application upon whose life the
payment of an annuity is based and
who will receive annuity payments.  If a Contingent Annuitant is
named, then the Annuitant will be considered
the Primary Annuitant.  While the Annuitant is living and at least
30 days prior to the annuity commencement
date, the Owner may, by Request, change the Annuitant.

Annuity Account - An account established by the Company in the name
of the Owner that reflects all
account activity under this Contract.

Annuity Account Value - The sum of the Variable and Fixed
Sub-Accounts credited to the Owner under the
Annuity Account; less Transfers, partial withdrawals, amounts
applied to an annuity option, periodic
withdrawals, charges deducted under the Contract and, less Premium
Tax, if any.

Annuity Payment Period - The period beginning on the annuity
commencement date and continuing until
all annuity payments have been made under the Contract.

Annuity Unit - An accounting measure used to determine the dollar
value of any variable annuity payment
after the first annuity payment is made.

Automatic Contribution Plan ("ACP") - A plan which allows for
automatic periodic Contributions.  The
Contribution amount will be withdrawn from a designated
pre-authorized account and automatically credited
to the Annuity Account.

Beneficiary - The person(s) designated by the Owner, in the
application, or as subsequently changed by
the Owner by Request, to receive any death benefit which may become
payable under the terms of the
Contract.  If the surviving spouse of an Owner is the surviving
Joint Owner, the surviving spouse will become
the Beneficiary upon such Owner's death and may elect to take the
death benefit, if any, or elect to continue
the Contract in force.

Company - First Great-West Life &  Annuity Insurance Company, the
issuer of this annuity, located at 125
Wolf Road, Albany, New York 12205.

Contingent Annuitant - The person named in the application, unless
later changed by the Owner by Request
while the Annuitant is alive and before annuity payments have
commenced, who becomes the Annuitant
when the Primary Annuitant dies.  No new Contingent Annuitant may
be designated after the death of the
Primary Annuitant.

Contractual Guarantee of a Minimum Rate of Interest - The minimum
interest rate applicable to each Fixed
Sub-Account equal to an annual effective rate in effect at the time
the Contribution is made and as reflected
in written confirmation of the Contribution.  This is the minimum
rate allowed by law and is subject to change
in accordance with changes in applicable law.

Contributions - Purchase amounts received under the Contract and
allocated to the Fixed or Variable Sub-
Account(s) prior to any Premium Tax or other deductions.

Effective Date - The date on which the first Contribution is
credited to the Annuity Account.

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

Fixed Sub-Accounts - The subdivision(s) of the Owner's Annuity
Account reflecting the value of Contributions
made to a fixed interest investment option available under the
Contract and any Fixed Sub-Account Riders.

Guarantee Period - One of the time intervals available in the
Guarantee Period Fund during which the
Company will credit a stated rate of interest.  The Company may
stop offering any time interval 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 Sub-Account in which amounts
allocated will be credited a stated rate of
interest for the applicable Guarantee Period(s).

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

Individual Retirement Annuity (IRA) - An annuity contract used in
a retirement savings program that is
intended to satisfy the requirements of Section 408 of the Internal
Revenue Code of 1986, as amended.

Investment Division - A division of the Series Account containing
the shares of an Eligible Fund.  There is
an Investment Division for each Eligible Fund.

Market Value Adjustment - An adjustment which may be made to
amounts paid out before the Guarantee
Period Maturity Date due to surrenders, partial withdrawals,
Transfers, amounts applied to the periodic
withdrawal option or to purchase an annuity, and distributions
resulting from death of the Owner or Annuitant,
as applicable.  The Market Value Adjustment may increase or
decrease the amount payable on one of the
above-described distributions.  A negative adjustment may result in
an effective interest rate lower than the
applicable Contractual Guarantee of a Minimum Rate of Interest and
the value of the Contribution(s) allocated
to the Guarantee Period being less than the Contribution(s) made. 
The Market Value Adjustment is detailed
on page ---. 

Non-Qualified Annuity Contract - An annuity contract which is not
intended to be part of a qualified
retirement plan and is not intended to satisfy the requirements of
Section 408 of the Internal Revenue Code
of 1986, as amended.

Owner (Joint Owner) or You - The person(s), while the Annuitant is
living, named in the Contract Data Page
who is entitled to exercise all rights and privileges under the
Contract.  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 as an IRA, the Owner and
the Annuitant must be the same individual
and no Joint Owner may be named.  Any reference to Owner in the
singular tense shall include the plural,
and vice versa, as applicable.

Payment Commencement Date - The date on which annuity payments or
periodic withdrawals commence
under a payment option.  The Payment Commencement Date must be at
least one year after the Effective
Date of the Contract.  If a Payment Commencement Date is not shown
on the Contract Data Page, annuity
payments will commence on the first day of the month of the
Annuitant's 90th birthday.  The Payment
Commencement Date may be changed by the Owner within 60 days prior
to commencement of annuity
payments or it may be changed by the Beneficiary upon the death of
the Owner.  If this is an IRA, payments
which satisfy the minimum distribution requirements of the Internal
Revenue Code of 1986, as amended, must
begin no later than the Owner's attainment of age 70 1/2.

Premium Tax - The amount of tax, if any, charged by a state or
other governmental authority.

Request - Any instruction in a form satisfactory to the Company and
received at the Schwab Annuity Service
Center (or other annuity service center subsequently named) from
the Owner or the Owner's designee (as
specified in a form acceptable to the Company) or the Beneficiary
(as applicable) as required by any
provision of the Contract or as required by the Company.  All
Requests are subject to any action taken or
payment made by the Company before it was processed.
  
Schwab Annuity Service Center -  P.O. Box 7666, San Francisco,
California 94120-7666, telephone 800-838-
0650. 

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

Simplified Employee Pension - An individual retirement annuity
(IRA) which may accept contributions from
one or more employers under a retirement savings program intended
to satisfy the requirements of Section
408(k) of the Internal Revenue Code of 1986, as amended. 

Surrender Value - The Annuity Account Value with a Market Value
Adjustment, if applicable, on the effective
date of the surrender, less Premium Tax, if any.

Transaction Date - The date on which any Contribution or Request
from the Owner will be processed by the
Company at the Schwab Annuity Service Center.  Contributions and
Requests received after 4:00 p.m.
EST/EDT 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 - The moving of money from among and between the
Investment Division(s) and the Guaranteed
Period Fund.

Variable Account Value - The sum of the values of the Variable
Sub-Accounts credited to the Owner under
the Annuity Account.

Variable Sub-Accounts - The sub-division(s) of the Owner's Annuity
Account containing the value credited
to the Owner under the Annuity Account from an Investment Division.

We, our, us, or First GWL&A:  First Great-West Life & Annuity
Insurance Company.
<PAGE>
                    KEY FEATURES OF THE ANNUITY

The Contract currently allows you to invest in your choice of
twenty-four different Investment Divisions offered
by thirteen different mutual fund investment advisers.  You can
also invest in the Guarantee Period Fund. 
Your Annuity Account Value allocated to an Investment Division will
vary with the investment performance of
the Investment Division you select.  You bear the entire investment
risk for all amounts invested in the
Investment Division(s).  Your Annuity Account Value could be less
than the total amount of your
Contributions.

Who should invest.  The Contract is designed for investors who are
seeking long-term tax deferred asset
accumulation with a wide range of investment options.  The Contract
can be used for retirement or other
long-term investment purposes.  The deferral of income taxes is
particularly attractive to investors in high
federal and state tax brackets who have already fully taken
advantage of their ability to make IRA
contributions or "pre-tax" contributions to their employer
sponsored retirement or savings plans. 

A Wide Range of Variable Investment Choices.  The Contract gives
you an opportunity to select among
twenty-four different Investment Divisions.  Each Investment
Division invests in shares of an Eligible Fund.
The Eligible Funds cover a wide range of investment objectives as
follows: 

Investment Objective               Eligible Funds
Aggressive Growth                  SteinRoe Capital Appreciation
                                   Fund
                                   Janus Aspen Aggressive Growth
                                   Portfolio
                                   Alger American Small
                                   Capitalization Portfolio
                                   Berger IPT-Small Company Growth
                                   Fund
                                   Strong Discovery Fund II

International Aggressive Growth    Montgomery Variable Series:
                                     International
                                     Small Cap Fund
                                   Lexington Emerging Markets Fund

Growth                             Schwab Asset Director - High
                                   Growth Portfolio
                                   Janus Aspen Growth Portfolio
                                   Alger American Growth Portfolio
                                   American Century VP Capital
                                   Appreciation
                                   Montgomery Variable Series:
                                     Growth Fund

International Growth               Janus Aspen Worldwide Growth
                                   Portfolio
                                   American Century VP
                                   International 

Index                              Schwab S&P 500 Portfolio

Growth & Income                    SAFECO RST Equity Portfolio
                                   Federated American Leaders Fund
                                   II

Equity Income                      Federated Utility Fund II
                                   INVESCO VIF-Industrial Income
                                   Portfolio
     
Balanced/Asset Allocation          INVESCO VIF-Total Return
                                   Portfolio
     
Gold and Precious Metals           Van Eck Worldwide Hard Assets
                                   Fund
     
High Yield Bond                    INVESCO VIF-High Yield Portfolio
     
Government Bond                    Federated Fund for U.S.
                                   Government Securities II

Money Market                       Schwab Money Market Portfolio

The distinct investment objectives and policies for each Eligible
Fund are more fully described in their
individual fund prospectuses which are available from the Schwab
Annuity Service Center, P.O. Box 7666,
San Francisco, California 94120-7666, or via telephone at
1-800-838-0650. 

The Guarantee Period Fund.  The Contract also gives you an
opportunity to allocate your Contributions and
to transfer your Annuity Account Value to the Guarantee Period
Fund.  This Fixed Sub-Account option is
comprised of Guarantee Periods, each of which has its own stated
rate of interest and its own maturity date. 
The stated rate of interest for the Guarantee Period will depend on
the date the Guarantee Period is
established and the duration of the Guarantee Period you select
from among those available.  The rates
declared are subject to a minimum (Contractual Guarantee of a
Minimum Rate of Interest), but the Company
may declare higher rates (the stated rate of interest).  The
Contractual Guarantee of a Minimum Rate of
Interest will be disclosed in the written confirmation.  The stated
rate of interest will not be less than the
Contractual Guarantee of a Minimum Rate of Interest and will also
be disclosed in the written confirmation. 
Amounts withdrawn or transferred from a Guarantee Period prior to
the Guarantee Period Maturity Date may
be subject to a Market Value Adjustment. (See "Market Value
Adjustment," page __.) 

How to Invest.  You must complete a Contract application form in
order to invest in the Contract and you
must pay by check or instruct us to transfer funds from your Schwab
account.  The minimum initial
investment is $5,000 (or $2,000 if in an IRA).  Subsequent
investments must be at least $500.  The minimum
initial investment may be reduced to $1,000 should the Owner agree
to make additional $100 per month
minimum recurring deposits through an ACP.

Free Look Period.  The Contract provides for a Free Look Period
which allows you to cancel your investment
generally within 10 days of your receipt of the Contract.  You can
cancel the Contract during the Free Look
Period by delivering or mailing the Contract to the Schwab Annuity
Service Center.  The cancellation is not
effective unless we receive a notice which is postmarked before the
end of the Free Look Period.  If the
Contract is returned, the Contract will be void from the start and
the greater of:  (a) Contributions received
less surrenders, withdrawals and distributions, or (b) the Annuity
Account Value less surrenders, withdrawals
and distributions, will be refunded.  These procedures may vary
where required by state law.  (See
"Application and Contributions," page ___.)

Allocation of the Initial Investment.  Any initial Contribution
allocated to an Investment Division (other than
certain 1035 exchanges - see "Application and Contributions," page
__) will be allocated to the Schwab
Money Market Portfolio until the next Transaction Date following
the end of the Free Look Period.  At that
time, the Variable Account Value will be allocated to the
Investment Divisions in accordance with your
instructions.  (See "Annuity Account Value," page __.)  Your
initial investment in the Guarantee Period Fund
will be immediately allocated to the Guarantee Period(s) specified
in the application.

Charges and Deductions Under the Contract.  The Contract is a "no
load" variable annuity and, as such,
imposes no sales charges, redemption or withdrawal charges. 

There is a Mortality and Expense Risk Charge at an effective annual
rate of 0.85% of the value of the net
assets in the Variable Account.  A Contract Maintenance Charge of
$25 will be deducted annually from your
Annuity Account Value.  There will be a transfer fee of $10 for
each Transfer in excess of twelve Transfers
per calendar year.  (See "Charges and Deductions," page __.)

Depending on your state of residence, we may deduct a charge for
Premium Tax from purchase payments
or amounts withdrawn or at the Payment Commencement Date.  (See
"Charges and Deductions," page __.)

The Market Value Adjustment may increase or decrease the value of
a Guarantee Period if the Guarantee
Period is broken prior to the Guarantee Period Maturity Date.  A
negative adjustment may result in an
effective interest rate lower than the stated rate of interest for
the Guarantee Period and the Contractual
Guarantee of a Minimum Rate of Interest and the value of the
Guarantee Period being less than
Contribution(s).  (See "Market Value Adjustment," page __.)

Switching Investments.  You may switch Contributions among the
Investment Divisions or Guarantee Period
Fund as often as you like with no immediate tax consequences.  You
may make a Transfer Request to the
Schwab Annuity Service Center.  A transfer fee may apply.  (See
"Charges and Deductions," page __.) 
Amounts Transferred out of a Guarantee Period prior to the
Guarantee Period Maturity Date may be subject
to a Market Value Adjustment.  (See "Market Value Adjustment," page
__.) 

Full and Partial Withdrawals.  You may withdraw all or part of your
Annuity Account Value before the earlier
of the annuity commencement date you selected or the Annuitant's or
Owner's death.  Withdrawals may be
taxable and if made prior to age 59 1/2 may be subject to a 10%
penalty tax.  Withdrawals of amounts
allocated to a Guarantee Period prior to the Guarantee Period
Maturity Date may be subject to Market Value 
Adjustment.  (See "Market Value Adjustment," page __.)  The minimum
partial withdrawal prior to the Market
Value Adjustment is $500.  There is no limit on the number of
withdrawals made.  The Company may delay
payment of withdrawals from your Variable Sub-Accounts by up to 7
days and may delay withdrawals from
the Guarantee Period Fund by up to 6 months.  (See "Cash
Withdrawals," page __.) 

Annuity Options.  Beginning on the first day of the month
immediately following the annuity commencement
date you select, you may elect to receive annuity payments on a
fixed or variable basis.  (The default date
is the first day of the month that the Annuitant attains age 91.) 
 A wide range of annuity options are available
to provide flexibility in choosing an annuity payment schedule that
meets your particular needs.  These
annuity options include alternatives designed to provide payments
for life (for either a single or joint life), with
or without a guaranteed minimum number of payments.  (See "Payment
Options," page __.)

Death Benefit.  The amount of the death benefit, if payable before
annuity payments commence, will be the
greater of (a) the Annuity Account Value with a Market Value
Adjustment, if applicable, as of the date a
Request for payment is received, less Premium Tax, if any; or (b)
the sum of Contributions paid, less partial
withdrawals and Periodic Withdrawals, less charges deducted under
the Contract, if any, less Premium Tax,
if any.  (See "Death Benefit," page __.)

Customer Service.  Schwab's professional representatives are
available toll-free to assist you.  If you have
any questions about your Contract, please telephone the Schwab
Annuity Service Center (800-838-0650) or
write to the Schwab Annuity Service Center at P.O. Box 7666, San
Francisco, California 94120-7666.  All
inquiries should include the Contract number and the Owner's name. 
As a Contract Owner you will receive
periodic statements confirming any transactions relating to your
Contract, as well as a quarterly statement
and an annual report. 

<PAGE>
                    VARIABLE ANNUITY FEE TABLE

     The purpose of this table and the examples that follow is to
assist you in understanding the various
costs and expenses that you will bear directly or indirectly when
investing in the Contract.  The table and
examples reflect expenses related to the Investment Divisions as
well as of the Eligible Funds.  The table
assumes that the entire Annuity Account Value is allocated to one
or more Investment Divisions.  The
information set forth should be considered together with the
narrative provided under the heading "Charges
and Deductions," page __ of this Prospectus, and with the Funds'
prospectuses.  In addition to the expenses
listed below, Premium Tax may be applicable.


Contract Owner Transaction Expenses

          Sales Load                                   None
          Surrender Fee                                None
          Transfer Fee (First 12 Per Year)             None
          Annual Contract Maintenance Charge           $25.00

Investment Division Annual Expenses1
(as a percentage of average Variable
Account assets)

          Mortality and Expense Risk Charge            0.85%
          Administrative Expense Charge                0.00%
          Other Fees and Expenses of the Variable Account0.00%
          Total Investment Division Annual Expenses    0.85%
             





<PAGE>
                 Eligible Fund Annual Expenses (1)
(as a percentage of Eligible Fund net assets, after expenses
reimbursements)

                                                         Total
                            Management Other     12b-1   Eligible
                            Fees       Expenses  Fees    Fund
                                                         Expenses

      Portfolio

     Alger American Growth Portfolio.75%.04%    0%      .79%
     Alger American Small 
       Capitalization Portfolio.85%  .03%       0%      .88%
     American Century VP Capital Appreciation1.00%  0%0%1.00%
     American Century VP International1.50%  0% 0%     1.50%
     Berger IPT-Small Company Growth Fund   .0%1.15%0%    1.15%  
     Federated American Leaders Fund II.53%.32%  0%     .85%
     Federated Fund for U.S. Government Securities II.0%.80%0%.80%
     Federated Utility Fund II.24%   .61%        0%     .85%
     INVESCO VIF-High Yield Portfolio.60%.27%   0%      .87%
     INVESCO VIF-Industrial Income Portfolio.75%.20%0%  .95%
     INVESCO VIF-Total Return Portfolio.75%.19% 0%      .94%
     Janus Aspen Aggressive                                 
        Growth Portfolio   .72%      .04%       0%      .76%
     Janus Aspen Growth Portfolio.65%.04%       0%      .69%
     Janus Aspen Worldwide                                  
       Growth Portfolio    .66%      .14%       0%      .80%
     Lexington Emerging Markets Fund.85%.90%    0%     1.75%
     Montgomery Variable Series: Growth Fund .00%.01%0% .01%
     Montgomery Variable Series:  
       International Small Cap Fund1.25%.25%    0%     1.50%
     SAFECO RST Equity Portfolio  .70%  .02%       0%      .72%
     Schwab Asset Director - 
       High Growth Portfolio.60%     .15%       0%      .75%
     Schwab Money Market Portfolio.44%.06%      0%      .50%
     Schwab S&P 500 Portfolio.20%    .15%       0%      .35%
     SteinRoe Capital Appreciation Fund.50%.26% 0%      .76%
     Strong Discovery Fund II1.00%   .31%       0%     1.31%
     Van Eck Worldwide Hard Assets Fund.90%.18% 0%     1.08%

_________________________________

(1) The figures given above reflect the amounts deducted before
expense offset arrangements, if any, from the Eligible Funds during
1996. 
From time to time, an Eligible Fund's investment adviser, in its
sole discretion, may waive all or part of its fees and/or
voluntarily assume
certain expenses.  For a more complete description of the Eligible
Funds' fees and expenses, see the Eligible Funds' prospectuses.  As
of the date of this Prospectus, certain fees are being waived or
expenses are being assumed, in each case on a voluntary basis. 
Without
such waivers or reimbursements, the total Eligible Fund annual
expenses that would have been incurred for the last completed
fiscal year
would be: 8.57% for Berger IPT-Small Company Growth Fund; 1.07% for
Federated American Leaders Fund II; 1.81% for Federated Fund
for U.S. Government Securities II; 1.32% for INVESCO VIF-High Yield
Portfolio; 1.19% for INVESCO VIF-Industrial Income Portfolio; 1.30%
for INVESCO VIF-Total Return Portfolio; .83% for Janus Aspen
Aggressive Growth Portfolio; .83% for Janus Aspen Growth Portfolio;
 .91%
for Janus Aspen Worldwide Growth Portfolio; 4.09% for Lexington
Emerging Markets Fund; 6.98% for Montgomery Variable Series: Growth
Fund; and 1.02% for Schwab Money Market Portfolio.  See the
Eligible Funds' prospectuses for a discussion of fee waiver and
expense
reimbursements. <PAGE>
                            Examples(1)

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:


Investment Divisions               1 Year       3 Years

Alger American Growth Portfolio    $ 8.26        $27.11
Alger American Small     
  Capitalization Portfolio         $ 9.20        $30.16
American Century VP Capital Appreciation$10.45   $34.21
American Century VP International  $15.63        $50.93
Berger IPT-Small Company Growth Fund$12.00       $39.25
Federated American Leaders Fund II $ 8.89        $29.14
Federated Fund for U.S. Government Securities II$ 8.37$27.45
Federated Utility Fund II          $ 8.89        $29.14
INVESCO VIF-High Yield Portfolio   $ 9.09        $29.82
INVESCO VIF-Industrial Income Portfolio$ 9.93    $32.52
INVESCO VIF-Total Return Portfolio $ 9.82        $32.19
Janus Aspen Aggressive             
   Growth Portfolio                $ 7.95        $26.09
Janus Aspen Growth Portfolio       $ 7.22        $23.71
Janus Aspen Worldwide 
  Growth Portfolio                 $ 8.37        $27.45        
Lexington Emerging Markets Fund    $18.21        $59.20
Montgomery Variable Series: Growth Fund$ 0.10    $ 0.35
Montgomery Variable Series:
  International Small-Cap Fund     $15.63        $50.93
SAFECO RST Equity Portfolio        $ 7.53        $24.73
Schwab Asset Director -
  High Growth Portfolio            $ 7.84        $25.75
Schwab Money Market Portfolio      $ 5.24        $17.23
Schwab S&P 500 Portfolio           $ 3.67        $12.09
SteinRoe Capital Appreciation Fund $ 7.95        $26.09
Strong Discovery Fund II           $13.66        $44.61
Van Eck Worldwide Hard Assets Fund $11.28        $36.90
     


THESE EXAMPLES SHOULD NOT BE CONSIDERED REPRESENTATIONS OF PAST OR
FUTURE EXPENSES. 
ACTUAL EXPENSES PAID MAY BE GREATER OR LESS THAN THOSE SHOWN,
SUBJECT TO THE
GUARANTEES IN THE CONTRACT.

These examples assume that no premium taxes have been assessed
(although premium taxes may be 
applicable - see "Premium Tax," page __).

(1) The Eligible Fund Annual Expenses and these examples are based
on data provided by the Eligible
Funds.  The Company has no reason to doubt the accuracy or
completeness of that data, but the Company
has not verified the Eligible Funds' figures.  In preparing the
Eligible Fund Expense table and the Examples
above, the Company has relied on the figures provided by the
Eligible Funds. 
<PAGE>
___________________________________________________________________

        FIRST GREAT-WEST LIFE  & ANNUITY INSURANCE COMPANY
                      AND THE SERIES ACCOUNT
___________________________________________________________________

First Great-West Life & Annuity Insurance Company  ("First GWL&A")

     The Company is a stock life insurance company organized under
the laws of the state of New York. 
First GWL&A was incorporated on April 9, 1996 and is a wholly owned
subsidiary of Great-West Life &
Annuity Insurance Company ("Great-West").  First GWL&A commenced
operations upon receipt of its
certificate of authority from the Superintendent of Insurance of
New York on          , 1997.

     First GWL&A is principally engaged in the sale of life
insurance, accident and health insurance and
annuities.  It is admitted to do business in the states of New York
and Iowa.

     Great-West is a wholly-owned subsidiary of The Great-West Life
Assurance Company ("GWL").  GWL
is a 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.

The Series Account

     The Variable Annuity-1 Series Account ("Series Account") was
established by the Company on
January 15, 1997 as a separate account under the laws of the State
of New York.  The Series Account is
registered with the Securities and Exchange Commission
("Commission") under the Investment Company
Act of 1940, as amended ("1940 Act"), as a unit investment trust. 
The Series Account meets the definition
of a "separate account" under the federal securities laws. However,
such registration does not involve
supervision of the management of the Series Account or the Company
by the Commission.

     The Company does not guarantee the investment performance of
the Series Account.  The
portion of the Annuity Account Value attributable to the Series
Account and the amount of variable
annuity payments depend on the investment performance of the
Eligible Funds.  Thus, the Contract
Owner bears the full investment risk for all Contributions
allocated to the Series Account.

     The Series Account is administered and accounted for as part
of the general business of the
Company; but the income, capital gains, or capital losses of each
Investment Division are credited to or
charged against the assets held in that Investment Division in
accordance with the terms of the Contract,
without regard to other income, capital gains or capital losses of
any other Investment Division or arising
out of any other business the Company may conduct.  Under New York
law, the assets of the Series
Account are not chargeable with liabilities arising out of any
other business the Company may conduct. 
Nevertheless, all obligations arising under the Contracts are
generally corporate obligations of the
Company.

     The Series Account currently has twenty-four Investment
Divisions available for allocation of
Contributions.  If, in the future, the Company determines that
marketing needs and investment conditions
warrant, it may establish additional Investment Divisions which
will be made available to Owners to the
extent and on a basis to be determined by the Company, (See
"Addition, Deletion, or Substitution"). 
Each Investment Division invests in shares of an Eligible Fund,
each having a specific investment
objective.

<PAGE>
___________________________________________________________________

                        THE ELIGIBLE FUNDS
___________________________________________________________________

     The Eligible Funds described below are offered exclusively for
use as funding vehicles for
insurance products and, consequently, are not publicly available
mutual funds.  Each Eligible Fund has
separate investment objectives and policies.  As a result, each
Eligible Fund operates as a separate
investment portfolio and the investment performance of one Eligible
Fund has no effect on the investment
performance of any other Eligible Fund.  See the Eligible Funds'
prospectuses for more information.

The Alger American Fund

     Alger American Small Capitalization Portfolio: Seeks long-term
capital appreciation by investing
     at least 65% of its total assets, except during temporary
defensive periods, in equity securities of
     companies that, at the time of purchase, have total market
capitalization within the range of
     companies included in the Russell 2000 Growth Index ("Russell
Index") or the S&P SmallCap 600
     Index ("S&P Index"), updated quarterly.  Both indexes are
broad indexes of small capitalization
     stocks.  As of March 31, 1997, the range of market
capitalization of the companies in the Russell
     Index was $10 million to $1.94 billion; the range of market
capitalization of the companies in the
     S&P Index at that date was $32 million to $2.579 billion.  The
combined range as of that date was
     $10 million to $2.579 billion.  The Portfolio may invest up to
35% of its total assets in equity
     securities of companies that, at the time of purchase, have
total market capitalization outside this
     combined range, and in excess of that amount (up to 100% of
its assets) during temporary
     defensive periods.

     Alger American Growth Portfolio:  Seeks long-term capital
appreciation by investment of at least
     65% of its total assets, except during temporary defensive
periods, in equity securities of
     companies that, at the time of purchase of the securities,
have total market capitalization of $1
     billion or greater.  The Portfolio may invest up to 35% of its
total assets in equity securities of
     companies that, at the time of purchase, have total market
capitalization of less than $1 billion.

American Century Variable Portfolios, Inc.

     American Century VP Capital Appreciation:  Seeks capital
growth by investing in common
     stocks (including securities convertible into common stocks
and other equity equivalents) and
     other securities that meet certain fundamental and technical
standards of selection and have, in
     the opinion of the investment manager, better-than-average
potential for appreciation. The
     Portfolio's investment manager intends to stay fully invested
in such securities, regardless of the
     movement of stock prices generally.
     
     American Century VP International: Seeks capital growth by
investing primarily in an
     internationally diversified portfolio of securities of foreign
companies that meet certain
     fundamental and technical standards of selection and have, in
the opinion of the investment
     manager, potential for capital appreciation.  The Portfolio
will invest primarily in common stocks
     (defined to include depository receipts for common stock and
other equity equivalents) of such
     companies.  Investment in securities for foreign issues
typically involves a greater degree of risk
     than an investment in domestic securities. 

Berger Institutional Products Trust

     Berger IPT-Small Company Growth Fund:  Seeks capital
appreciation by investing primarily in
     equity securities (including common and preferred stocks,
convertible debt securities and other
     securities having equity features) of small growth companies
with market capitalization of less
     than $1 billion at the time of initial purchase.

Federated Insurance Series

     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.

     INVESCO VIF-Industrial Income Portfolio: Seeks the best
possible current income while
     following sound investment practices.  Capital growth
potential is an additional consideration in
     the selection of portfolio securities.  The Portfolio normally
invests at least 65% of its total assets
     in dividend-paying common stocks.  Up to 10% of the
Portfolio's total assets may be invested in
     equity securities that do not pay regular dividends.  The
remaining assets are invested in other
     income-producing securities such as corporate bonds.  The
Portfolio also has the flexibility to
     invest in other types of securities.
      
     INVESCO VIF-Total Return Portfolio: Seeks a high total return
on investment through capital
     appreciation and current income.  The Total Return Portfolio
seeks to achieve its investment
     objective by investing in a combination of equity securities
(consisting of common stocks and, to
     a lesser degree, securities convertible into common stock) and
fixed income securities. 
     
     INVESCO VIF-High Yield Portfolio: Seeks a high level of
current income by investing
     substantially all of its assets in lower rated bonds and other
debt securities and in preferred
     stock.  These bonds and other securities are sometimes
referred to as "junk bonds."  The High
     Yield Portfolio pursues its investment objective through
investment in a variety of long-term,
     intermediate-term, and short-term bonds.  Potential capital
appreciation is a factor in the selection
     of investments, but is secondary to the Portfolio's primary
objective. 

Janus Aspen Series

     Janus Aspen Aggressive Growth Portfolio: Seeks long-term
growth of capital in a manner
     consistent with the preservation of capital.  The Portfolio
normally invests at least 50% of its equity
     assets in securities issued by medium-sized companies. 
Medium-sized companies are those
     whose market capitalizations fall within the range of
companies in the S&P MidCap 400 Index (the
     "MidCap Index").  Companies whose capitalization falls outside
this range after the Portfolio's
     initial purchase continue to be considered medium-sized
companies for the purpose of this
     policy.  As of December 30, 1996, the MidCap Index included
companies with capitalizations
     between approximately $192 million to $6.5 billion.  The range
of the MidCap Index is expected to
     change on a regular basis.  Subject to the above policy, the
Portfolio may also invest in smaller
     or larger issuers.
     
     Janus Aspen Growth Portfolio: Seeks long-term growth of
capital in a manner consistent with
     the preservation of capital.  The Portfolio pursues its
objective by investing in common stocks of
     companies of any size.  This Portfolio generally invests in
larger, more established issuers.
     
     Janus Aspen Worldwide Growth Portfolio: Seeks long-term growth
of capital in a manner
     consistent with the preservation of capital.  The Portfolio
pursues its objective primarily through
     investments in common stocks of foreign and domestic issuers. 
The Portfolio has the flexibility to
     invest on a worldwide basis in companies and organizations of
any size, regardless of country of
     organization or place of principal business activity.  The
Portfolio normally invests in issuers from
     at least five different countries, including the United
States; however, it may at times invest in
     fewer than five countries or even a single country.

Lexington Emerging Markets Fund, Inc.
     
     Lexington Emerging Markets Fund: Seeks long term growth of
capital primarily through
     investment in equity securities of companies domiciled in, or
doing business in emerging
     countries and emerging markets.  For purposes of its
investment objective, the Fund considers
     emerging country equity securities to be any country whose
economy and market the World Bank
     or United Nations considers to be emerging or developing.  The
Fund may also invest in equity
     securities and equivalents traded in any market of companies
that derive 50% or more of their
     total revenue from either goods or services produced in such
emerging countries or markets or
     sales made in such countries.

Montgomery Variable Series

     Montgomery Growth Fund:  Seeks capital appreciation by
investing at least 65% of its total
     assets (under normal conditions) in the equity securities of
domestic corporations.  In addition to
     capital appreciation, this Fund emphasizes value.  While the
Fund emphasizes investments in
     common stock, it also invests in other types of equity
securities (including options on equity
     securities, warrants and futures contracts on equity
securities).  The Fund may invest up to 35%
     of its total assets in debt securities rated within the three
highest grades of S&P, Moody's or
     Fitch, or unrated debt securities deemed to be of comparable
quality by its portfolio manager
     using guidelines approved by the Board of Trustees.

     Montgomery International Small Cap Fund:  Seeks capital
appreciation by investing at least
     65% of its total assets (under normal conditions) in equity
securities of companies outside the
     United States having total market capitalizations of less than
$1 billion, sound fundamental values
     and potential for long-term growth at a reasonable price.  The
Fund generally invests the
     remaining 35% of its total assets in a similar manner but may
invest those assets in companies
     having market capitalizations of $1 billion or more, or in
debt securities, including up to 5% of its
     total assets in debt securities rated below investment grade.

SAFECO Resource Series Trust

     SAFECO RST Equity Portfolio:  Seeks long-term growth of
capital and reasonable current
     income.  The Portfolio ordinarily invests principally in
common stocks or securities convertible into
     common stocks.
 
Schwab Annuity Portfolios

     Schwab Money Market Portfolio: Seeks maximum current income
consistent with liquidity and
     stability of capital.  It seeks to achieve its objective by
investing in short-term money market
     instruments.  This Portfolio is neither insured nor guaranteed
by the United States Government
     and there can be no assurance that it will be able to maintain
a stable net asset value of $1.00
     per share.

     Schwab Asset Director-High Growth Portfolio: seeks to provide
high capital growth with less
     volatility than an all stock portfolio.  The High Growth Fund
seeks to meet its investment objective
     by investing in a mix of stocks, bonds, and cash equivalents.

     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 (the "Index").  The S&P 500 Fund invests primarily
in the common stocks of
     companies composing the Index.
 

SteinRoe Variable Investment Trust

     SteinRoe Capital Appreciation Fund: Seeks capital growth by
investing primarily in common
     stocks, convertible securities, and other securities selected
for prospective capital growth. 

Strong Discovery Fund II, Inc.
     
     Strong Discovery Fund II: Seeks capital growth.  The Fund
invests in securities that the Fund's
     investment adviser believes represent attractive growth
opportunities. The Fund normally
     emphasizes equity investments, although it has the flexibility
to invest in any security the Fund's
     investment adviser believes has the potential for capital
appreciation.

Van Eck Worldwide Insurance Trust
     
     Van Eck Worldwide Hard Assets Fund: Seeks long-term capital
appreciation by investing in
     Hard Asset securities; i.e., commodities or securities of
firms involved (directly or indirectly) in the
     following areas:  precious metals, ferrous and non-ferrous
metals, energy, real estate, and other
     non-agricultural commodities.  The Fund seeks opportunities in
all the global stock, bond, and
     commodity markets, including domestic markets.  Current income
is not an investment objective.
 
     The two Alger American Funds are advised by Fred Alger
Management, Inc. of New York, New
York.  The two American Century Variable Portfolios, Inc., are
advised by American Century Investment
Management of Kansas City, Missouri, advisers to the American
Century family of mutual funds.  The
Berger IPT-Small Company Growth Fund is advised by Berger
Associates of Denver, Colorado.  The three
Federated Insurance Series Portfolios are advised by Federated
Advisers of Pittsburgh, Pennsylvania. 
The three INVESCO Variable Investment Funds, Inc., Portfolios are
advised by INVESCO Funds Group,
Inc., of Denver, Colorado.  INVESCO Trust Company is the
sub-adviser for the INVESCO VIF-Industrial
Income Portfolio.  The three Janus Aspen Series Portfolios are
advised by Janus Capital Corporation of
Denver, Colorado.  The Lexington Emerging Markets Fund is advised
by Lexington Management
Corporation of Saddle Brook, New Jersey.  The two Montgomery
Variable Series Funds are advised by
Montgomery Asset Management, L.P. of San Francisco, California. 
The SAFECO RST Equity Portfolio is
advised by SAFECO Asset Management Company of Seattle, Washington. 
The three Schwab Annuity
Portfolios are advised by Charles Schwab Investment Management,
Inc., of San Francisco, California. 
The SteinRoe Capital Appreciation Fund is advised by Stein Roe &
Farnham Incorporated of Chicago,
Illinois. Strong Discovery Fund II is advised by Strong Capital
Management, Inc. of Milwaukee, Wisconsin. 
The Van Eck Worldwide Hard Assets Fund is advised by Van Eck
Associates Corporation of New York,
New York.

                                ***

     Meeting investment objectives depends on various factors,
including, but not limited to, how well
the Eligible Fund managers anticipate changing economic and market
conditions.  THERE IS NO
ASSURANCE THAT ANY OF THESE ELIGIBLE FUNDS WILL ACHIEVE THEIR
STATED OBJECTIVES.

     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.

     Each Eligible Fund is registered with the Commission as an
open-end management investment
company or portfolio thereof.  The Commission does not supervise
the management or the investment
practices and policies of any of the Eligible Funds.

     Since some of the Eligible Funds are available to registered
separate accounts of other insurance
companies offering variable annuity and variable life products,
there is a possibility that a material conflict
may arise between the interests of the Series Account and one or
more other separate accounts
investing in the Eligible Funds.  In the event of a material
conflict, the affected insurance companies are
required to take any necessary steps to resolve the matter,
including stopping their separate accounts
from investing in the Eligible Funds.  See the Eligible Funds'
prospectuses for more details.

     Additional information concerning the investment objectives
and policies of all of the Eligible
Funds and the investment advisory services and administrative
services and charges can be found in the
current prospectuses for the Eligible Funds, which can be obtained
by calling the Schwab Annuity
Service Center at 800-838-0650, or by writing to Schwab Annuity
Service Center, P.O. Box 7666, San
Francisco, California 94120-7666.  The Eligible Funds' prospectuses
should be read carefully before
any decision is made concerning the allocation of Contributions to,
or Transfers among, the
Investment Divisions. 

Addition, Deletion, or Substitution

     The Company does not control the Eligible Funds and cannot
guarantee that any of the Eligible
Funds will always be available for allocation of Contributions or
Transfers.  The Company  retains the
right to make changes in the Series Account and in its investments.

Currently, Schwab must approve
certain changes.

     First GWL&A and Schwab reserve the right to eliminate the
shares of any Eligible Fund held by
an Investment Division and to substitute shares of another Eligible
Fund or of another investment
company, for the shares of any Eligible Fund, if the shares of the
Eligible Fund are no longer available for
investment or if, in First GWL&A's or Schwab's judgment, investment
in any Eligible Fund would be
inappropriate in view of the purposes of the Series Account.  To
the extent required by the 1940 Act, a
substitution of shares attributable to the Owner's interest in an
Investment Division will not be made
without prior notice to the Owners and the prior approval of the
Commission.  Nothing contained herein
shall prevent the Series Account from purchasing other securities
for other series or classes of variable
annuity policies, or from effecting an exchange between series or
classes of variable policies on the basis
of Requests made by you.

     New Investment Divisions may be established when, in our
discretion, marketing, tax, investment
or other conditions so warrant.  Any new Investment Divisions will
be made available to Owners on a
basis to be determined by us.  Each additional Investment Division
will purchase shares in a Eligible
Fund or in another mutual fund or investment vehicle.  We may also
eliminate one or more Investment
Divisions if, in our sole discretion, marketing, tax, investment or
other conditions so warrant.  In the event
any Investment Division is eliminated, we will notify the Owners
and request a re-allocation of the
amounts invested in the eliminated Investment Division.  

     In the event of any such substitution or change, we may make
such changes to your Contract as
may be necessary or appropriate to reflect such substitution or
change.  Furthermore, if deemed to be in
the best interests of persons having voting rights under the
Contracts, the Series Account may be
operated as a management company under the 1940 Act or any other
form permitted by law, may be de-
registered under such Act in the event such registration is no
longer required, or may be combined with
one or more other separate accounts.  Such changes will be made in
compliance with applicable law.

___________________________________________________________________

                     THE GUARANTEE PERIOD FUND
___________________________________________________________________

Guarantee Period Fund

     Amounts allocated to the Guarantee Period Fund under the
Contract will be deposited to, and
accounted for, in a non-unitized market value separate account
established by the Company under
Section 4240 of the New York Insurance Code and in accordance with
New York Regulation 128.  These
amounts accordingly, are not part of the Series Account.  A
non-unitized market value separate account
is a separate account in which the Owner does not participate in
the performance of the assets through
unit values.  Therefore, Owners allocating Contributions do not
receive a unit ownership of assets
accounted for in this separate account.  The assets accrue solely
to the benefit of the Company and any
gain or loss in the separate account is borne entirely by the
Company.  For amounts allocated to the
Guarantee Period Fund, Owners will receive the Contract guarantees
made by the Company. 

     Contributions allocated to or amounts transferred to the
Guarantee Period Fund will establish a
new Guarantee Period of a duration selected by the Owner from those
currently being offered by the
Company.  Every Guarantee Period offered by the Company will have
a time interval of at least one year. 
Contributions allocated to the Guarantee Period Fund will be
credited on the Transaction Date.  

     Each Guarantee Period will have its own stated rate of
interest and Guarantee Period Maturity
Date.  The stated rate of interest applicable to a Guarantee Period
will depend on the date the Guarantee
Period is established and the duration chosen by the Owner.  

     As of the date of this Prospectus, Guarantee Periods with
annual time intervals of 1 to 10 years
are offered.  The Guarantee Periods may be changed in the future;
however, any such modification will
not have an impact on any Guarantee Period then in effect.  

     The value of amounts in each Guarantee Period is the Owner's
Contributions, less Premium Tax,
if any, in that Guarantee Period, plus interest earned, less
amounts distributed, withdrawn (in whole or in
part), 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.  Any such
amount withdrawn or Transferred from a Guarantee Period will be
paid in accordance with the MVA
formula (See "Market Value Adjustment," page __.)  

Investments

     The Company intends to invest in assets which, in the
aggregate, have characteristics, especially
cash flow patterns, reasonably related to the characteristics of
its liabilities.  Various techniques will be
used to achieve the objective of close aggregate matching of assets
and liabilities.  The Company will
primarily invest in investment-grade fixed income securities
including:

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

          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.

          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 the Company's management to
     have an investment quality comparable to securities which may
be purchased as stated above.

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

     In addition, the Company may invest in futures and options. 
Financial futures and related options
thereon and options on securities are purchased solely for
non-speculative hedging purposes.  The
Company 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 in
the event the securities prices are anticipated to decline. 
Similarly, if securities prices are expected to
rise, the Company may purchase a futures contract or a call option
thereon against anticipated positive
cash flow or may purchase options on securities.

     WHILE THE FOREGOING GENERALLY DESCRIBES THE INVESTMENT
STRATEGY FOR THE
GUARANTEE PERIOD FUND, THE COMPANY IS NOT OBLIGATED TO INVEST THE
ASSETS
ATTRIBUTABLE TO THE GUARANTEE PERIOD FUND ACCORDING TO ANY
PARTICULAR
STRATEGY, EXCEPT AS MAY BE REQUIRED BY NEW YORK AND OTHER STATE
INSURANCE
LAWS, NOR WILL THE STATED RATE OF INTEREST THAT THE COMPANY
ESTABLISHES
NECESSARILY RELATE TO THE PERFORMANCE OF THE NON-UNITIZED MARKET
VALUE
SEPARATE ACCOUNT.
Subsequent Guarantee Periods

     Prior to the date annuity payments commence, you may invest
the value of amounts held in a
maturing Guarantee Period in any Guarantee Period that we offer at
that time.  On the quarterly
statement issued 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 OF NOTIFICATION OF
A MATURING
GUARANTEE PERIOD AND THE DATE A SUBSEQUENT GUARANTEE PERIOD BEGINS.

Information
regarding the current Guarantee Periods then available and their
stated rate of interest may be obtained
by calling the Schwab Annuity Service Center at:

                          1-800-838-0650.

     If the Company receives no direction from the Contract Owner
by the Guarantee Period Maturity
Date, the Company will automatically allocate the amount from the
maturing Guarantee Period to a
Guarantee Period equal in duration to the one just ended.  If at
that time, the duration previously chosen
is no longer available, the amount will be allocated to the next
shortest available Guarantee Period
duration.  If none of the above is available, the value of matured
Guarantee Periods will be allocated to
the Schwab Money Market Investment Division.  In any event, a
Guarantee Period will not renew for a
term equal in duration to the one just ended if the Guarantee
Period will mature after the Payment
Commencement Date.  No Guarantee Period may mature later than six
months after a Payment
Commencement Date.  For example, if a 3-year Guarantee Period
matures and the Payment
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.   

Breaking A Guarantee Period

     Any Transfer, withdrawal or the selection of an annuity option
prior to the Guarantee Period
Maturity Date will be known as breaking a Guarantee Period.  When
a Request to break a Guarantee
Period is received, the Guarantee Period that is closest to the
Guarantee Period Maturity Date will be
broken first.  If a Guarantee Period is broken, a Market Value
Adjustment may be assessed.  The Market
Value Adjustment may increase or decrease the value of the amount
Transferred or withdrawn from the
Guarantee Period Fund.  The Market Value Adjustment may reduce the
value of amounts held in a
Guarantee Period below the amount of your Contribution(s) allocated
to that Guarantee Period.  (See
"Market Value Adjustment," page __.)

Interest Rates

     Declared rates are effective annual rates of interest.  The
rate is guaranteed throughout the
Guarantee Period.  FOR GUARANTEE PERIODS NOT YET IN EFFECT,  FIRST
GWL&A MAY DECLARE
INTEREST RATES DIFFERENT THAN THOSE CURRENTLY IN EFFECT.  When a
subsequent Guarantee
Period begins, the rate applied will not be less than the rate then
applicable to new Contracts of the
same type with the same Guarantee Period.

     The stated rate of interest must be at least equal to the
Contractual Guarantee of a Minimum
Rate of Interest.  The Company may declare higher rates.  The
Contractual Guarantee of a Minimum Rate
of Interest is based on the applicable state standard
non-forfeiture law which is currently 3% for the
Contract.  

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

Market Value Adjustment

     Distributions from the amounts allocated to a Guarantee Period
due to a full surrender or partial
withdrawal, Transfer, application of amounts to the periodic
withdrawal option or to purchase an annuity,
or distributions resulting from the death of the Owner or Annuitant
prior to a Guarantee Period Maturity
Date will be subject to a Market Value Adjustment ("MVA").  An MVA
may increase or decrease the
amount payable on one of the above described distributions.  Amount
available for a full surrender,
partial withdrawal or Transfer = amount Requested + MVA.  The MVA
is calculated by multiplying the
amount Requested by the Market Value Adjustment Factor ("MVAF").

     The MVA reflects the relationship as of the time of its
calculation between (a) 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; and (b) 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.  There would be a downward
adjustment if Treasury rates at
the time the Guarantee Period is broken, exceed Treasury rates when
the Guarantee Period was created. 
There would be an upward adjustment if Treasury rates at the time
the Guarantee Period is broken, are
lower than when the Guarantee Period was created.  The MVA factor
is the same for all Contracts.

1.   The formula used to determine the MVA is:

          MVA = (amount applied) X (MVAF)

          The Market Value Adjustment Factor (MVAF) is:

          MVAF = {[(1 + i)/(1 + j)] N/12} - 1

     where:

          a)   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; 
          
          b)   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; and

          c)   N is the number of complete months remaining until
maturity.

     If N is less than 6, the MVA will equal 0.

2.   The Market Value Adjustment will apply to any Guarantee Period
six or more months prior to the
Guarantee Period Maturity Date in each of the following situations:

          a)   Transfer to another Guarantee Period or to an
Investment Division offered under
          this Contract; or

          b)   Surrenders, partial withdrawals, annuitization or
Periodic Withdrawals; or

          c)   A single sum payment upon death of the Owner or
Annuitant.

3.   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:

          a)   Transfer to an Investment Division offered under
this Contract; or

          b)   Surrenders, partial withdrawals, annuitization or
Periodic Withdrawals.

          c)   A single sum payment upon death of the Owner or
Annuitant.


See Appendix A for Illustrations of the MVA.

___________________________________________________________________

                   APPLICATION AND CONTRIBUTIONS
___________________________________________________________________

Contributions

     All Contributions may be paid at the Schwab Annuity Service
Center by a check payable to the
Company or by transfer to the Company of available funds from your
Schwab account.

     The initial Contribution for the Contract must be at least
$5,000 (or $2,000 if for an IRA). 
Subsequent Contributions must be at least $500.  This minimum
initial investment may be reduced to
$1,000, but only if you participate in an Automatic Contribution
Plan and contribute at least $100 per
month through a recurring deposit.  A confirmation will be issued
to you upon the acceptance of each
Contribution.

     Your Contract will be issued and your Contribution generally
will be accepted and credited within
two business days after receipt of an acceptable application and
receipt of the initial Contribution at the
Schwab Annuity Service Center.  All Contributions should be paid to
the Schwab Annuity Service Center
by check (payable to First GWL&A) or by instructing Schwab to
transfer to First GWL&A available funds
from your account with Schwab.  Acceptance is subject to there
being sufficient information in a form
acceptable to us and we reserve the right to reject any application
or Contribution.

     The Schwab Annuity Service Center will process your
application and Contributions.  If your
application is complete and your initial Contribution is being
transferred from funds available in your
Schwab account, then the Contribution will generally be credited
within two business days following
receipt of the application.  If your application is incomplete, the
Schwab Annuity Service Center will either
complete the application from information Schwab has on file, or
contact you for the additional
information.  No transfer of funds will be made from your Schwab
account until your application is
complete.  The funds will be credited as Contributions to the
Contract when they are transferred.

     If your Contribution is by check, and the application is
complete, Schwab will use its best efforts
to credit the Contribution on the day of receipt, but in all such
cases it will be credited to your Contract
within two business days of receipt.  If your application is
incomplete, the Schwab Annuity Service Center
will complete the application from information Schwab has on file
or contact you by telephone to obtain
the required information.  If your application remains incomplete
for five business days, we will return to
you both the check and the application unless you consent to our
retaining the initial Contribution and
crediting it as soon as the requirements are fulfilled. 

     A Contract may be returned within ten days after receipt
("Free Look Period").  During the Free
Look Period, all contributions will be processed as follows:

     (1)  Amounts to be allocated to one or more of the then
available Guarantee Periods will be
          allocated as directed, effective upon the Transaction
Date.

     (2)  Amounts the Owner has directed to be allocated to one or
more of the Investment
          Divisions will first be allocated to the Schwab Money
Market Investment Division until the
          next Transaction Date following the end of the Free Look
Period.  On that date, the
          Variable Account Value held in the Schwab Money Market
Investment Division will be
          allocated to the Investment Divisions selected by the
Owner.

     (3)  During the Free Look Period, you may change the
allocation percentages among the
          Investment Divisions and/or your selection of Investment
Divisions to which Contributions
          will be allocated after the Free Look Period.

     (4)  If the Contract is returned, the contract will be void
from the start and the greater of:    
          (a) Contributions received less surrenders, withdrawals
and distributions, or (b) the
          Annuity Account Value less surrenders, withdrawals and
distributions, will be refunded. 
          Exercising the return privilege requires the return of
the Contract to the Company or to
          the Schwab Annuity Service Center.

     Amounts the Owner has contributed from a 1035 exchange of the
variable annuity issued by
Transamerica Occidental Life Insurance Company and First
Transamerica Occidental Life Insurance
Company distributed by Charles Schwab & Co., Inc. (previously
referred to as the Schwab Investment
Advantage Annuity Contract) will be immediately allocated to the
Investment Divisions selected by the
Owner.  If the Contract is returned, it will be void from the start
and the greater of: (a) Contributions
received less surrenders, withdrawals and distributions, or (b) the
Annuity Account Value less surrenders,
withdrawals and distributions, will be refunded.

     Additional Contributions may be made at any time prior to the
Payment Commencement Date, as
long as the Annuitant is living.  Additional Contributions must be
at least $500 or $100 per month if under
an ACP.  Additional Contributions will be credited within two days
following receipt.

     Total Contributions may exceed $1,000,000 with our prior
approval.

     The Company reserves the right to modify the limitations set
forth in this section.

___________________________________________________________________

                       ANNUITY ACCOUNT VALUE
___________________________________________________________________

     Before the date annuity payments commence, your Annuity
Account Value is the sum of each
Variable and Fixed Sub-Account established under your Contract. 

     Before the annuity commencement date, the Variable Account
Value is the total dollar amount of
all Accumulation Units under each of your Variable Sub-Accounts. 
Initially, the value of each
Accumulation Unit was set at $10.00.  Each Variable Sub-Account's
value prior to the Payment
Commencement Date is equal to: (a) net Contributions allocated to
the corresponding Investment
Division; plus or minus (b) any increase or decrease in the value
of the assets of the Variable Sub-
Account due to investment results; less (c) the daily Mortality and
Expense Risk Charge; less (d)
reductions for the Contract Maintenance Charge deducted on the last
business day of each Contract
Year; less (e) any applicable Transfer Fees; and less (f) any
withdrawals or Transfers from the Variable
Sub-Account.

     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. ET) on each
Valuation Date and ends at the close of
the New York Stock Exchange on the next succeeding Valuation Date. 
A Valuation Date is each day that
the New York Stock Exchange is open for regular business.  The
value of an Investment Division's assets
is determined at the end of each Valuation Date.  To determine the
value of an asset on a day that is not
a Valuation Date, the value of that asset as of the end of the
previous Valuation Date will be used.

     The Variable Account Value is expected to change from
Valuation Period to Valuation Period,
reflecting the investment experience of the selected Investment
Division(s) as well as the deductions for
charges.

     Contributions which you allocate to an Investment Division are
used to purchase Variable
Accumulation Units in the Investment Division(s) you select.  The
number of Accumulation Units to be
credited will be determined by dividing the portion of each
Contribution allocated to the Investment
Division by the value of an Accumulation Unit determined at the end
of the Valuation Period during which
the Contribution was received.  In the case of the initial
Contribution, Accumulation Units for that payment
will be credited to the Variable Account Value (and, except for
certain 1035 exchanges), held in the
Schwab Money Market Investment Division until the end of the Free
Look Period (see "Application and
Contributions," page __).  In the case of any subsequent
Contribution, Accumulation Units for that
payment will be credited at the end of the Valuation Period during
which we receive the Contribution. 
The value of an Accumulation Unit for each Investment Division for
a Valuation Period is established at
the end of each Valuation Period and is calculated by multiplying
the value of that unit at the end of the
prior Valuation Period by the Investment Division's Net Investment
Factor for the Valuation Period.

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

___________________________________________________________________

                             TRANSFERS
___________________________________________________________________

In General

     Prior to the Payment Commencement Date you may Transfer all or
part of your Annuity Account
Value among and between the Investment Divisions and the available
Guarantee Periods by sending a
Request to the Schwab Annuity Service Center.  The Request must
specify the amounts being
Transferred, the Investment Division(s) and/or Guarantee Period(s)
from which the Transfer is to be made,
and the Investment Division(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 Investment
Divisions during any Contract Year.  There is no charge for the
first twelve Transfers each Contract Year,
but there will be a charge of $10 for each additional Transfer in
each Contract Year.  We reserve the right
to limit the number of Transfers you make.  The charge will be
deducted from the amount transferred. All
Transfers made on a single Transaction Date will be aggregated to
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.

     Transfers involving the Guarantee Period Fund (including
Transfers to or from the Investment
Division(s)) are not limited during any calendar year.  These
Guarantee Period Fund Transfers are
counted against your twelve free Transfer as discussed above.  The
$10 charge will apply to each
Transfer made in excess of the first twelve Transfers each calendar
year.

     A Transfer generally will be effective on the date the Request
for Transfer is received by the
Schwab Annuity Service Center if received before 4:00 p.m. Eastern
Time.  Under current law, there will
not be any tax liability to you if you make a Transfer.

     Transfers involving the Investment Divisions will result in
the purchase and/or cancellation of
Accumulation Units having a total value equal to the dollar amount
being Transferred to or from a
particular Investment Division.  The purchase and/or cancellation 
of such units generally shall be made
using the Variable Account Value as of the end of the Valuation
Date on which the Transfer is effective.  

     When a Transfer is made from amounts in a Guarantee Period
before the Guarantee Period
Maturity Date, the amount Transferred may be subject to a Market
Value Adjustment. (See "Market Value
Adjustment," page --.)  A Request for Transfer from amounts in a
Guarantee Period made prior to the
Guarantee Period Maturity Date for Transfers on the Guarantee
Period Maturity Date will not be counted
for the purpose of determining any Transfer Fee on Transfers in
excess of the twelve Transfers per year if
these Transfers are to take place on the Guarantee Period Maturity
Date.

Possible Restrictions

     We reserve the right without prior notice to modify, restrict,
suspend or eliminate the Transfer
privileges at any time.  For example, restrictions may be necessary
to protect Owners from adverse
impacts on portfolio management of large and/or numerous Transfers
by market timers or others.  We
have determined that the movement of significant amounts from one
Investment Division to another may
prevent the underlying Eligible Fund from taking advantage of
investment opportunities because the
Eligible Fund must maintain a significant cash position in order to
handle redemptions.  Such movement
may also cause a substantial increase in Eligible Fund transaction
costs which must be indirectly borne
by Owners.  Therefore, we reserve the right to require that all
Transfer Requests be made by the Owner
and not by an Owner's designee and to require that each Transfer
Request be made by a separate
communication to us.  We also reserve the right to request that
each Transfer Request be submitted in
writing and be manually signed by the Owner; facsimile Transfer
Requests may not be allowed. 
Transfers among the Investment Divisions may also be subject to
such terms and conditions as may be
imposed by the Eligible Funds.

Custom Transfer: Dollar Cost Averaging (Automatic Transfers)

     The Owner may Request to automatically Transfer at regular
intervals, predetermined amounts
from one Investment Division selected from among those being
allowed under this option (which may be
modified by the Company from time to time) to any of the other
Investment Divisions.   The intervals
between Transfers may be monthly, quarterly, semi-annually or
annually.  The Transfer will be initiated on
the Transaction Date one frequency period following the date of the
Request.  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 Variable Sub-Account
on the date of Transfer, no Transfer
will be made; however, Dollar Cost Averaging will resume once there
are sufficient funds in the applicable
Variable Sub-Account.  Dollar Cost Averaging will terminate
automatically upon the annuity
commencement date.  Amounts transferred through Dollar Cost
Averaging are not counted against the
twelve free Transfers allowed in a calendar year.

     Automatic Transfers must meet the following conditions: 

     1.  The minimum amount that can be Transferred out of the
selected Investment Division is $100
per month.
     
     2.  The Owner must specify dollar amount to be Transferred,
designate the Investment Division(s)
to which the Transfer will be made and the percent to be allocated
to such Investment Division(s). The
Accumulation Unit values will be determined on the Transfer Date.

     Dollar Cost Averaging may be used to purchase Accumulation
Units of the Investment Divisions
over a period of time.  The Owner, by Request, may cease Dollar
Cost Averaging at any time. 
Participation in Dollar Cost Averaging does not, however, assure a
greater profit, nor will it prevent or
necessarily alleviate losses in a declining market.  The Company
reserves the right to modify, suspend or
terminate Dollar Cost Averaging at any time.  

Custom Transfer: Rebalancer Option

     The Owner may Request to automatically Transfer among the
Investment Divisions on a periodic
basis by electing the Rebalancer Option.  This option automatically
reallocates the Variable Account
Value to maintain a particular allocation among Investment
Divisions selected by the Owner.  The amount
allocated to each Investment Division will increase or decrease at
different rates depending on the
investment experience of the Investment Division.

     The Owner may Request that the rebalancing occur one time
only, in which case the Transfer will
take place on the Transaction Date of the Request.  This Transfer
will count as one Transfer towards the
twelve free Transfers allowed in a calendar year.  (See "Transfer
Fee," page __.)

     Rebalancing may also be set up on a quarterly, semiannual or
annual basis, in which case the
first Transfer will be initiated on the Transaction Date one
frequency period following the date of the
Request.  On the Transaction Date for the specified Request, assets
will be automatically reallocated to
the selected Investment Divisions.  Rebalancing will continue on
the same Transaction Date for
subsequent periods.  In order to participate in the Rebalancer
Option, the entire Variable Account Value
must be included.  Transfers set up with these frequencies will not
count against the twelve free Transfers
allowed in a calendar year.

     The Owner must specify the percentage of Variable Account
Value to be allocated to each
Investment Division and the frequency of rebalancing.  The Owner,
by Request, may modify the
allocations or cease the Rebalancer Option at any time.  The
Rebalancer Option will terminate
automatically upon the Payment Commencement Date.  Participation in
the Rebalancer Option and Dollar
Cost Averaging at the same time is not allowed.  Participation in
the Rebalancer Option does not assure
a greater profit, nor will it prevent or necessarily alleviate
losses in a declining market.  The Company
reserves the right to modify, suspend, or terminate the Rebalancer
Option at any time.

___________________________________________________________________

                         CASH WITHDRAWALS
___________________________________________________________________

Withdrawals

     You (the Owner) may withdraw from the Contract all or part of
your Annuity Account Value at any
time during the life of the Annuitant and prior to the date annuity
payments commence by Request at the
Schwab Annuity Service Center subject to the rules below.  Federal
or state laws, rules or regulations
may apply.  The amount payable to you if you surrender your
Contract is your Annuity Account Value,
with a Market Value Adjustment, if applicable, on the effective
date of the surrender, and less any
applicable Premium Tax.  No withdrawals may be made after the date
annuity payments commence.

     A Request for a partial withdrawal will result in a reduction
in your Annuity Account Value equal to
the sum of the dollar amount withdrawn.  A Market Value Adjustment
may apply.  (See "Market Value
Adjustment," page __.) The partial withdrawal proceeds may be
greater or less than the amount
requested, depending on the effect of the Market Value Adjustment.

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

     The following terms apply:
     (a)  No partial withdrawals are permitted after the date
annuity payments commence.

     (b)  A partial withdrawal will be effective upon the
Transaction Date.

     (c)  A partial withdrawal from amounts in a Guarantee Period
may be subject to the Market
          Value Adjustment provisions, the Guarantee Period Fund
provisions of the Contract, and
          the terms of the attached Guarantee Period Fund Rider(s),
if any.

     Withdrawals may be taxable (this includes Periodic
Withdrawals, discussed below).  Moreover, the
Internal Revenue Code (the "Code") provides that a 10% penalty tax
may be imposed on the taxable
portions of certain early withdrawals.  The Code generally requires
us to withhold federal income tax from
withdrawals.  However, generally you will be entitled to elect, in
writing, not to have tax withholding apply
unless withholding is mandatory for your Contract.  Withholding
applies to the portion of the withdrawal
which is included in your income and subject to federal income tax.

The tax withholding rate is 10% of
the taxable amount of the withdrawal.  Withholding applies only if
the taxable amount of the withdrawal is
at least $200.  Some states also require withholding for state
income taxes.  (See "Federal Tax Matters,"
page __.)

     Withdrawal Requests must be in writing to ensure that your
instructions regarding withholding are
followed.  If an adequate election is not made, the Request will be
denied and no withdrawal or partial
withdrawal will be processed.

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

     Since IRAs are offered by this Prospectus, reference should be
made to the applicable provisions
of the Code for any additional limitations or restrictions on cash
withdrawals.

___________________________________________________________________

                      TELEPHONE TRANSACTIONS
___________________________________________________________________

     We will employ reasonable procedures to confirm that
instructions communicated by telephone
are genuine and if we follow such procedures we will not be liable
for any losses due to unauthorized or
fraudulent instructions.  However, we may be liable for such losses
if we do not follow those reasonable
procedures.  The procedures we will follow for telephone
transactions may include requiring some form of
personal identification prior to acting on instructions received by
telephone, providing written confirmation
of the transaction, and/or tape recording the instructions given by
telephone.

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

___________________________________________________________________

                           DEATH BENEFIT
___________________________________________________________________

Payment of Death Benefit

     Before the date annuity payments commence, the death benefit,
if any, will be equal to the
greater of: (a) the Annuity Account Value with an MVA, if
applicable, as of the date the Request for
payment is received, less Premium Tax, if any, or (b) the sum of
Contributions paid, less partial
withdrawals and/or Periodic Withdrawals, less Premium Tax, if any. 
The death benefit will become
payable following the Company's receipt of a Request from the
Beneficiary.  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 in accordance with
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 death benefit will be
determined as of the date payments
commence; however, on the date a payment option is processed,
amounts in the Variable Sub-Account
will be Transferred to the Money Market Investment Division unless
the Beneficiary otherwise elects by
Request.  Subject to the distribution rules set forth below,
payment of the death benefit may be
Requested to be made as follows:

     A.  Proceeds from the Variable Sub-Account(s)
          1.   payment in a single sum; or 
          2.   payment under any of the variable annuity options
provided under this Contract.

     B.  Proceeds from the Guarantee Period(s)
          1.   payment in a single sum with respect to which a
Market Value Adjustment may
               apply; or
          2.   payment under any of the annuity options provided
under this Contract with
               respect to which a Market Value Adjustment may
apply; or
          3.   payment on the Guarantee Period Maturity Date so
that a Market Value
               Adjustment will not apply.

     In any event, no payment of benefits provided under the
Contract will be allowed that does not
satisfy the requirements of Section 72(s) of the Code and any other
applicable federal or state laws, rules
or regulations. 

Distribution Rules

1.  Death of Annuitant 

     Upon the death of the Annuitant while the Owner is living, and
before the annuity commencement
date, the Company 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 by reason of the
Annuitant's death and the Contingent Annuitant
will become the Annuitant.

     If the Annuitant dies after the date annuity payments commence
and before the entire interest
has been distributed, any benefit payable must be distributed to
the Beneficiary in accordance with and
at least as rapidly as under the payment option applicable to the
Annuitant on the Annuitant's date of
death.  

     If a corporation or other non-individual is an Owner, or if
the deceased Annuitant 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.

2.  Death of Owner

     If the Owner is not the Annuitant:

     (1)  If there is a Joint Owner who is the surviving spouse of
the deceased Owner, the Joint Owner
     will become the Owner and Beneficiary and may elect to take
the death benefit or elect to
     continue the Contract in force.

     (2)  In all other cases, the Company 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 and the Beneficiary
elects to become the Owner and
     Annuitant and to continue the Contract in force.

     If the Owner is not the Annuitant, and the Owner dies after
annuity payments 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 at least as rapidly as
under the payment option applicable on
the Owner's death.  All rights granted the Owner under the Contract
will pass to any surviving Joint
Owner and, if none, to the Annuitant.  

     If the Owner is the Annuitant (Owner/Annuitant):

     (1)  If there is a Joint Owner who is the surviving spouse of
the deceased Owner and a
     Contingent Annuitant, the Joint Owner will become the Owner
and the Beneficiary, the Contingent
     Annuitant will become the Annuitant, and the Contract will
continue in force.

     (2)  If there is a Joint Owner who is the surviving spouse 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.

     (3)  In all other cases, the Company 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 and the Beneficiary Requests
to become the Owner and
     Annuitant and to continue the Contract in force.

     Any death benefit payable to the Beneficiary upon an Owner's
death will be distributed as follows:

     (1)  If the Owner's surviving spouse is the person entitled to
receive benefits upon the Owner's
     death, the surviving spouse will be treated as the Owner and
will be allowed to take the death
     benefit or continue the Contract in force; or

     (2)  If the Beneficiary is a non-spouse individual, 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 payment under
     any of the variable or fixed annuity options available under
the Contract, provided that (a) 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 (b)
     such distributions begin not later than one year after the
Owner's date of death.  If no election is
     received by the Company from a non-spouse Beneficiary such
that substantially equal
     installments have begun not 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 payments commence; or

     (3)  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.

Beneficiary

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

     You may, while the Annuitant is living, change the Beneficiary
by Request.  A change of
Beneficiary will take effect as of the date the Request is
processed by the Schwab Annuity Service
Center, unless a certain date is specified by the Owner.  If the
Owner dies before the Request was
processed, the change will take effect as of the date the Request
was made, unless the Company has
already made a payment 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, the Company will pay the death benefit
proceeds to the Owner's estate.

     If the surviving spouse of an Owner is the surviving Joint
Owner, the surviving spouse will
become the Beneficiary upon such Owner's death and may elect to
take the death benefit or may elect to
continue the Contract in force.  If there is no surviving Joint
Owner, and no named Beneficiary is alive at
the time at the time of an Owner's death, any benefits payable will
be paid to the Owner's estate.

Contingent Annuitant

     While the Annuitant is living, the Owner(s) 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 Schwab Annuity Service Center, unless a certain
date is specified by the Owner(s).

___________________________________________________________________

                      CHARGES AND DEDUCTIONS
___________________________________________________________________

     No deductions are made from Contributions except for any
applicable Premium Tax.  Therefore,
the full amount of the 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
Premium Tax, if applicable, for certain Transfers, as a Contract
Maintenance Charge, and as charges
against the assets in the Owner's Variable Sub-Account(s) for our
assumption of mortality and expense
risks.  In addition, a Market Value Adjustment may apply to
withdrawals and surrenders, Transfers,
amounts applied to purchase an annuity, and distributions resulting
from death of the Owner or Annuitant
if the amounts held in a Guarantee Period are paid out prior to the
Guarantee Period Maturity Date.

Mortality and Expense Risk Charge

     We deduct a Mortality and Expense Risk Charge from your
Variable Sub-Account(s) 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% of the value of the net assets
in your Variable Sub-Account(s).  The approximate portion of this
charge attributable to mortality risks is
0.68%; the approximate portion of this charge estimated to be
attributable to expense risk is 0.17% of the
value of the net assets in your Variable Sub-Account(s).  We
guarantee that this charge will never
increase beyond 0.85%.

     The Mortality and Expense Risk Charge is reflected in the
Accumulation Unit Values for each of
your Variable Sub-Accounts.  Thus, this charge will continue to be
applicable should you choose a
variable annuity payment option or the periodic withdrawal option.

     Annuity Account Values and annuity payments 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 payments determined in accordance with the annuity
tables and other provisions contained
in the Contract.  Thus you are assured that neither the Annuitant's
longevity nor an unanticipated
improvement in general life expectancy will adversely affect the
annuity payments under the Contract.

     We bear substantial risk in connection with the death benefit
before the annuity commencement
date, since we will pay a death benefit equal to the greater of the
Annuity Account Value with a Market
Value Adjustment, if applicable, as of the later of the date of
death or the date the Request for payment is
received, less Premium Tax, if any; or the sum of the Contributions
paid, less partial withdrawals and/or
Periodic Withdrawals, less any charges under Contract less Premium
Tax, if any (i.e., we bear the risk of
unfavorable experience in your Variable Sub-Accounts).

     The expense risk assumed is the risk that our actual expenses
in administering the Contracts and
the Series Account will be greater than anticipated, or exceed the
amount recovered through the
Contract Maintenance Charge plus the amount, if any, recovered
through Transfer Fees.

     If the Mortality and Expense Risk Charge is insufficient to
cover actual costs and risks assumed,
the loss will fall on us.  Conversely, 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
only on each Contract anniversary date.  This charge partially
covers our costs for administering the
Contracts and the Series Account.  Once you have selected a payment
option, this charge will cease to
apply other than for the Periodic Withdrawal Option.  The Contract
Maintenance Charge is deducted from
your Annuity Account Value allocated to the Schwab Money Market
Investment Division.  If you do not
have sufficient Annuity Account Value allocated to the Schwab Money
Market Investment Division to cover
the Contract Maintenance Charge, then the charge or any portion
thereof will be deducted on a pro rata
basis from all your Variable 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 Variable
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.  We do not expect a profit from
amounts received from the Contract
Maintenance Charge.

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 on applicable state law,
we will deduct charges for the premium taxes we incur with respect
to a particular Contract from the
Contributions, from amounts withdrawn, or from amounts applied on
the Payment 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.

Transfer Fee

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

Other Taxes

     Under present laws, we will incur state or local taxes (in
addition to the Premium Tax described
above) in New York.  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
Contracts.

Expenses of the Eligible Funds

     The value of the assets in the Investment Divisions reflect
the value of Eligible Fund shares and
therefore the fees and expenses paid by each Eligible Fund.  A
complete description of the fees,
expenses, and deductions from the Eligible Funds are found in the
Eligible Funds' prospectuses. (See
"The Eligible Funds," page __.)   Current prospectuses for the
Funds can be obtained by calling the
Schwab Annuity Service Center at 800-838-0650, or by writing to the
Schwab Annuity Service Center,
P.O. Box 7666, San Francisco, California 94120-7666.

___________________________________________________________________

                          PAYMENT OPTIONS
___________________________________________________________________

Periodic Withdrawal Option

     The Owner 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 an
MVA, if applicable, less Premium Tax, if any.

     In Requesting Periodic Withdrawals, the Owner must elect:

     -    The withdrawal frequency of either 12-, 6-, 3-, or
1-month intervals;

     -    A withdrawal amount; a minimum of $100 is required;

     -    The calendar day of the month on which withdrawals will
be made;

     -    One withdrawal option; and

     -    The allocation of withdrawals from the Owner's Variable
and/or Fixed Sub-Account(s) as
          follows:
          1)   Prorate the amount to be paid across all Variable
and Fixed Sub-Accounts in
               proportion to the assets in each sub-account; or

          2)   Select the Variable and/or Fixed Sub-Account(s) from
which withdrawals will be
               made.  Once the Variable and/or Fixed Sub-Accounts
have been depleted, the
               Company will automatically prorate the remaining
withdrawals against all
               remaining available Variable and/or Fixed
Sub-Accounts unless the Owner
               Requests the selection of another Variable and/or
Fixed Sub-Account.

     The Owner may elect to change the withdrawal option and/or the
frequency once each calendar
year.  

     While Periodic Withdrawals are being received:
     1.   the Owner may continue to exercise all contractual rights
that are available prior to
          electing an annuity option, except that no Contributions
may be made;  
     2.   for Periodic Withdrawals from Guarantee Periods six or
more months prior to its
          Guarantee Period Maturity Date, a Market Value
Adjustment, if applicable, will be
          assessed;
     3.   the Owner may keep the same investment options as were in
force before periodic
          withdrawals began;
     4.   charges and fees under the Contract continue to apply;
and
     5.   maturing Guarantee Periods renew into the shortest
Guarantee Period then available.

     Periodic Withdrawals will cease on the earlier of the date:
     1.   the amount elected to be paid under the option selected
has been reduced to zero;
     2.   the Annuity Account Value is zero;  
     3.   the Owner Requests that withdrawals stop; or
     4.   an Owner or the Annuitant dies.

     The Owner must elect one of the following five (5) withdrawal
options:

     1.   Income for a Specified Period for at least thirty-six
(36) months - The Owner elects the
     duration over which withdrawals will be made.  The amount paid
will vary based on the duration.

     2.   Income of a Specified Amount for at least thirty-six (36)
months - The Owner elects the
     dollar amount of the withdrawals.  Based on the amount
elected, the duration may vary; or

     3.   Interest Only - The withdrawals will be based on the
amount of interest credited to the
     Guarantee Period Fund between each withdrawal.  Available only
if 100% of the account value is
     invested in the Guarantee Period Fund; or

     4.   Minimum Distribution - If this is an IRA contract, the
Owner may Request minimum
     distributions as specified under Code Section 401(a)(9); or

     5.   Any Other Form for a period of at least thirty-six (36)
months - Any other form of Periodic
     Withdrawal which is acceptable to the Company.

     If Periodic Withdrawals cease, the Owner may resume making
Contributions.  The Owner may
elect to restart a Periodic Withdrawal program; however, the
Company may limit the number of times the
Owner may restart a Periodic Withdrawal program. 

     Periodic withdrawals may be taxable, subject to withholding
and subject to the 10% penalty tax. 
IRAs are subject to complex rules with respect to restrictions on
and taxation of distributions, including
the applicability of penalty taxes.  A competent tax adviser should
be consulted before a Periodic
Withdrawal Option is requested.  (See "Federal Tax Matters," page
__.)

Annuity Date

     The date annuity payments commence may be chosen when the
Contract is purchased or at a
later date.  This date must be at least one year after the initial
Contribution.  In the absence of an earlier
election, the annuity date is the first day of the month of the
Annuitant's 90th birthday.

     If an option has not been elected within 30 days of the
annuity commencement date, the Annuity
Account Value held in the Fixed Sub-Account(s) will be applied
under Annuity Payment Option 3,
discussed below, to provide payments for life with a guaranteed
period of 20 years.  The Annuity 
Account Value held in the Variable Sub-Account(s) will be applied
under Variable Annuity Payment
Option 1, discussed below, to provide payments for life with a
guaranteed period of 20 years.

     Under section 401(a)(9) of the Code, a Contract which is
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, which require that distributions
under such a plan must begin by a specific date, and also that the
entire interest of the plan participant
must be distributed within certain specified periods under formulas
that specify minimum annual
distributions.  The application of the minimum distribution
requirements to each person will vary
according to the person's age and other circumstances.  A
prospective purchaser may wish to consult a
competent tax adviser regarding the application of the minimum
distribution requirements.   (See "Federal
Tax Matters," page __.)

Annuity Options

     An annuity option may be selected by the Owner when the
Contract is purchased, or at a later
date.  This selection may be changed, by Request, at any time up to
30 days before the annuity date.  In
the absence of an election, payments will automatically commence on
the annuity date as described
above.  The amount to be applied is the Annuity Account Value on
the annuity date.  The minimum
amount that may be withdrawn from the Annuity Account Value to
purchase an annuity payment option is
$2,000 with an MVA, if applicable.  If the amount is less than
$2,000, the Company may pay the amount
in a single sum subject to the Contract provisions applicable to a
partial withdrawal.  Payments may be
elected to be received monthly, quarterly, semi-annually or
annually.  Payments to be made under the
annuity payment option selected must be at least $50.  The Company
reserves the right to make
payments using the most frequent payment interval which produces a
payment of not less than $50.  The
maximum amount that may be applied under any payment option is
$1,000,000, unless prior approval is
obtained from the Company.

     A single sum payment may be elected.  If it is, then the
amount to be paid is the Surrender
Value.  If the Owner elects a variable annuity with funds from the
Owner's Variable Sub-Accounts, then
the amount to be applied is the Annuity Account Value held in the
Variable Sub-Account(s), as of the
annuity commencement date, less any applicable Premium Tax.  If the
Owner elects a fixed annuity with
funds from the Fixed Sub-Accounts, then the amount to be applied is
the Annuity Account Value held in
the Fixed Sub-Account(s), as of the annuity commencement date with
an MVA, if applicable, less any
applicable Premium Tax.

Fixed Annuity Payment Options

     Option 1: Income of Specified Amount

     The amount applied under this option may be paid in equal
annual, semiannual, quarterly or
monthly installments of the dollar amount elected for not more than
240 months.  Upon death of the
Annuitant, the Beneficiary will begin to receive the remaining
payments at the same interval that was
elected by the Owner.

     Option 2: Income for a Specified Period
     
     Payments are paid annually, semiannually, quarterly or
monthly, as elected, for a selected
number of years not to exceed 240 months.  Upon death of the
Annuitant, the Beneficiary will begin to
receive the remaining payments at the same interval that was
elected by the Owner.

     Option 3: Fixed Life Annuity with Guaranteed Period

     This option provides for monthly payments during a designated
period and thereafter throughout
the lifetime of the Annuitant.  The designated period may be 5, 10,
15 or 20 years.  Upon death of the
Annuitant, for each remaining designated period, the amounts
payable under this payment option will be
paid to the Beneficiary.

     Option 4: Fixed Life Annuity

     This annuity is payable monthly during the lifetime of the
Annuitant, terminating with the last
payment due prior to the death of the Annuitant.  Since no minimum
number of payments is guaranteed,
this option may offer the maximum level of monthly payments of the
annuity options.  It is possible that
only one payment may be made if the Annuitant died before the date
on which the second payment was
due.  Upon the death of the Annuitant, all payments cease and no
amounts are payable to the
Beneficiary.

     Option 5: Any Other Form

     This option allows an Owner the ability to choose any other
form of annuity which is acceptable
to the Company.

Variable Annuity Payment Options

     Option 1: Variable Life Annuity with Guarantee Period

     This option provides for payments during a designated period
and thereafter throughout the life
time of the Annuitant.  The designated period may be 5, 10, 15 or
20 years.  Upon death of the
Annuitant, for each remaining designated period, the amounts
payable under this payment option will be
paid to the Beneficiary.

     Option 2:  Variable Life Annuity

     This annuity is payable during the lifetime of the Annuitant. 
The annuity terminates with the last
payment due prior to the death of the Annuitant.  Since no minimum
number of payments is guaranteed,
this option may offer the maximum level of monthly payments of the
annuity options.  It is possible that
only one payment may be made if the Annuitant died before the date
on which the second payment was
due.  Upon the death of the Annuitant, all payments cease and no
amounts are payable to the
Beneficiary.

     Variable annuity payment options are subject to the following
provisions:

     Amount of First Payment

     The first payment under a variable annuity payment option will
be based on the value of the
amounts held in each Variable Sub-Account 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 payment option.

     Annuity Units

     The number of Annuity Units paid to the Annuitant for each
Variable Sub-Account is determined
by dividing the amount of the first monthly payment by its
Accumulation Unit Value on the 5th Valuation
Date preceding the date the first payment is due.  The number of
Annuity Units used to calculate each
payment for a Variable Sub-Account remains fixed during the Annuity
Payment Period.

     Amount of Payments after the First

     Payments after the first will vary depending upon the
investment experience of the Investment
Divisions.  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
payment is due.  The total amount of
each variable annuity payment will be the sum of the variable
annuity payments for each Variable Sub-
Account.  The Company  guarantees that the dollar amount of each
payment after the first will not be
affected by variations in expenses or mortality experience.

Transfers After the Annuity Commencement Date

     Once annuity payments have begun, no Transfers may be made
from a fixed annuity payment
option to a variable annuity payment option, or vice versa;
however, for variable annuity payment options,
Transfers may be made among Investment Divisions.  Transfers after
the annuity commencement date
will be made by converting the number of Annuity Units being
Transferred to the number of Accumulation
Units of the Variable Sub-Account to which the Transfer is made. 
The result will be that the next annuity
payment, if it were made at that time, would be the same amount
that it would have been without the
Transfer.  Thereafter, annuity payments will reflect changes in the
value of the new Annuity Units.  

***

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

     If the age or sex of the Annuitant has been misstated, the
payments established will be made on the
basis of the correct age or sex.  If payments were too large
because of misstatement, the difference with
interest may be deducted by the Company from the next payment or
payments.  If payments were too small,
the difference with interest may be added by the Company to the
next payment.  This interest is at an annual
effective rate which will not be less than the Contractual
Guarantee of a Minimum Rate of Interest or greater
than 6% as determined by the Company.

     The Payment Commencement Date and annuity options available
for IRAs may also be controlled
by endorsements, the plan documents, or applicable law.

     Once payments start under the annuity form selected by the
Owner: (a) no changes can be made
in the annuity form, (b) no additional Contributions will be
accepted under the Contract, and (c) no further
withdrawals, other than withdrawals made to provide annuity
benefits, will be allowed.

                                ***

     A portion or the entire amount of the annuity payments may be
taxable as ordinary income. If, at the
time the annuity payments 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 payments 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.  (See "Federal Tax-Matters,"
below.)

___________________________________________________________________

                        FEDERAL TAX MATTERS
___________________________________________________________________

Introduction

     The following discussion is a general description of federal
income tax considerations relating to the
Contracts and is not intended as tax advice.  Further, this
discussion is based on the assumption 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 of the
situations in which a person may be entitled to or
may receive a distribution under the Contract.  Any person
concerned about these tax implications 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 payments, 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.  In addition, certain
requirements must be satisfied in purchasing an IRA and receiving
distributions from an IRA in order to
continue receiving favorable tax treatment.  Therefore, purchasers
of 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 IRA is
purchased with proceeds from and/or Contributions that qualify for
the intended special federal income tax
treatment.

Tax Status

     The Company is taxed as a life insurance company under Part I
of Subchapter L of the Code.

Taxation of Annuities

In General

     Section 72 of the Code governs taxation of annuities in
general.  An Owner who is a natural person
generally is not taxed on increases (if any) in the value of an
Annuity Account Value until distribution occurs
by withdrawing all or part of the Annuity Account Value (e.g.,
withdrawals or annuity payments under the
annuity form elected).  However, under certain circumstances, the
Owner may be subject to taxation
currently.  In addition, an assignment, pledge, or agreement to
assign or pledge any portion of the Annuity
Account Value generally will be treated as a distribution.  The
taxable portion of a distribution (in the form
of a single sum payment or an annuity) is taxable as ordinary
income.  An IRA Contract may not be assigned
as collateral.

     The Owner of any annuity contract who is not a natural person
(e.g. a corporation) 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
does not apply where the non-natural person
is the nominal owner of a Contract and the beneficial owner is a
natural person.  The rule also does not apply
in the following circumstances:  (1) where the annuity Contract is
acquired by the estate of a decedent, (2)
where the Contract is held under an IRA, (3) where the Contract is
a qualified funding asset for a structured
settlement, and (4) where the Contract is purchased on behalf of an
employee upon termination of a qualified
plan.  A prospective Owner that is not a natural person may wish to
discuss these matters with a competent
tax adviser.

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

Withdrawals

     In the case of a withdrawal under an IRA, including
withdrawals under the Periodic Withdrawal Option,
a ratable 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 total accrued benefit
under the retirement plan.  The "investment in the contract"
generally equals the amount of any nondeductible
Contributions paid by or on behalf of any individual.  Special tax
rules may be available for certain
distributions from an IRA.

     With respect to Non-Qualified Contracts, partial withdrawals,
including Periodic Withdrawals, 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. 
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
annuity payment is taxed at ordinary income tax
rates.

Annuity Payments

     Although the tax consequences may vary depending on the
annuity form elected under the Contract,
in general, only the portion of the annuity payment that represents
the amount by which the Annuity Account
Value exceeds the "investment in the contract" will be taxed; after
the investment in the contract is recovered,
the full amount of any additional annuity payments is taxable.  For
fixed annuity payments, in general there
is no tax on the portion of each payment which represents the same
ratio that the "investment in the contract"
bears to the total expected value of the annuity payments for the
term of the payments; however, the
remainder of each annuity payment is taxable.  Once the investment
in the Contract has been fully recovered,
the full amount of any additional annuity payments is taxable.  If
the annuity payments cease as a result of
an Annuitant's death before full recovery of the "investment in the
contract," you should consult a competent
tax adviser regarding the deductibility of the unrecovered amount.

Penalty Tax

     In the case of a distribution pursuant to a Non-Qualified
Contract, there may be imposed a federal
income tax penalty equal to 10% of the amount treated as taxable
income.  In general, however, there is no
penalty tax on distributions:  (1) made on or after the date on
which the recipient of payments under the
Contract attains age 59 1/2; (2) made as a result of death or
disability of the recipient of payments under the
Contract; or (3) received in substantially equal periodic payments
as a life annuity or a joint and survivor
annuity for the lives or life expectancies of the Owner and a
"designated beneficiary."  Other exemptions or
tax penalties may apply to certain distributions pursuant to an
IRA.  For more details regarding these
exemptions or penalties consult a competent tax adviser.

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 includible in the income of the
recipient as follows: (1) if distributed in a lump
sum, they are taxed in the same manner as a full surrender, as
described above, or (2) if distributed under
an annuity form, they are taxed in the same manner as annuity
payments, as described above.

Distribution-at-Death Rules

     In order to be treated as an annuity contract, the terms of
the Contract must provide the following
two distribution rules:  (A) if any Contract Owner dies on or after
the date annuity payments commence, and
before the entire interest in the Contract has been distributed,
the remainder of his interest will not be
distributed under a slower distribution schedule than that provided
for in the method in effect on the Contract
Owner's death; and (B) if any Contract Owner dies before the date
annuity payments commence, his entire
interest must generally be distributed within five years after the
date of death provided that if such interest
is payable to a designated Beneficiary, then such interest may be
made over the life of that designated
Beneficiary or over a period not extending beyond the life
expectancy of that Beneficiary, so long as
payments commence within one year after the Contract Owner's death.

If the sole designated Beneficiary
is the spouse of the Contract Owner, the Contract may be continued
in the name of the spouse as Contract
Owner.  The designated Beneficiary is the natural person designated
by the terms of the Contract or by the
Contract Owner as the individual to whom ownership of the contract
passes by reason of the Contract
Owner's death.  If the Contract Owner is not an individual, then
for purposes of the distribution at death rules,
the Primary Annuitant is considered the Contract Owner.  In
addition, when the Contract Owner is not an
individual, a change in the Primary Annuitant is treated as the
death of the Contract Owner. 

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 to the
Owner that are not discussed herein.  An Owner contemplating any
such designation, transfer, assignment,
or exchange of a Contract should contact a competent tax adviser
with respect to the potential tax effects
of such a transaction.

Multiple Contracts

     All deferred, non-qualified annuity contracts that are issued
by the Company (or our affiliates) to the
same Owner during any calendar year will be treated as one annuity
contract for purposes of determining
the amount includible in gross income under section 72(e) of the
Code.  Amounts received under any such
Contract may be taxable (and may be subject to the 10% Penalty Tax)
to the extent of the combined income
in all such Contracts.  In addition, the Treasury Department has
specific authority to issue regulations that
prevent the avoidance of section 72(e) through the serial purchase
of annuity contracts or otherwise. 
Congress has also indicated that the Treasury Department may have
authority to treat the combination
purchase of an immediate annuity contract and separate deferred
annuity contracts as a single annuity
contract under its general authority to prescribe rules as may be
necessary to enforce the income tax laws.

Withholding

     Annuity distributions generally are subject to withholding for
the recipient's federal income tax liability
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.  

Possible Changes in Taxation

     In past years, legislation has been proposed that would have
adversely modified the federal taxation
of certain annuities.  For example, one such proposal would have
changed the tax treatment of non-qualified
annuities that did not have "substantial life contingencies" by
taxing income as it is credited to the annuity. 
There is always the possibility that the tax treatment of annuities
could change by legislation or other means
(such as IRS regulations, revenue rulings, judicial decisions,
etc.).  Moreover, it is also possible that any
change could be retroactive (that is, effective prior to the date
of the change).

Section 1035 Exchanges

     Code Section 1035 provides that no gain or loss shall be
recognized on the exchange of one annuity
contract for another.  A replacement contract obtained in a
tax-free exchange of contracts succeeds to the
status of the original contract.  Special rules apply to Contracts
issued prior to August 14, 1982.  Prospective
Owners wishing to take advantage of a Section 1035 exchange should
consult their tax adviser.

Individual Retirement Annuities

     The Contract may be used with IRAs as described in Section 408
of the Code.   Section 408 of the
Code 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" following the rules set out
in the Code to maintain favorable tax
treatment, to an Individual Retirement Annuity.  The sale of a
Contract for use with an IRA may be subject
to special disclosure requirements of the Internal Revenue Service.

Purchasers of the Contract for use with
IRA's will be provided with supplemental information required by
the Internal Revenue Service or other
appropriate agency.  Such purchasers will have the right to revoke
their purchase within seven days of
purchase of the IRA Contract.  

     Various tax penalties may apply to contributions in excess of
specified limits, aggregate distributions
in excess of $150,000 annually, 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. 
Purchasers should seek competent advice as to the suitability of
the Contract for use with IRA's.

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

     The Contract and prototype IRA endorsement have been submitted
for IRS approval and
determination that they are acceptable under Section 408 of the
Code, so that each individual who purchases
a Contract with an IRA endorsement will be considered to have
adopted a retirement savings program that
satisfies the requirements of Section 408 of the Code.  The IRS
approval is a determination only as to the
form of the Contract and does not represent a determination of the
merits of the Contract.

     At the time the Initial Contribution is paid, a prospective
purchaser must specify whether he or she
is purchasing a Non-Qualified Contract or an IRA.  If the initial
Contribution is derived from an exchange or
surrender of another annuity contract, we may require that the
prospective purchaser provide information with
regard to the federal income tax status of the previous annuity
contract.  We will require that persons
purchase separate Contracts if they desire to invest monies
qualifying for different annuity tax treatment
under the Code.  Each such separate Contract would require the
minimum initial Contribution stated above. 
Additional Contributions under a 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 such Contribution would be different from
that of the initial Contribution.

Seek Tax Advice

     The foregoing discussion of the federal income tax
consequences is only a brief summary and is not
intended as tax advice.  Further, the federal income tax
consequences discussed herein 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 the individual circumstances of each Owner or recipient
of the distribution.  A COMPETENT TAX
ADVISER SHOULD BE CONSULTED FOR FURTHER INFORMATION.

<PAGE>
___________________________________________________________________

                      ASSIGNMENTS OR PLEDGES
___________________________________________________________________

     Generally, rights in the Contract may be assigned or pledged
for loans at any time during the life of
the Annuitant; however, if the Contract is an IRA, the Owner may
not assign the Contract as collateral.

     If a non-IRA Contract is assigned, the interest of the
assignee has priority over the interest of the
Owner 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 Company at
the Schwab Annuity Service Center. 
Any assignment is subject to any action taken or payment made by
the Company before the assignment was
processed.  The Company is 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 may be treated as
a distribution.  A competent tax adviser should be consulted for
further information.

___________________________________________________________________

                         PERFORMANCE DATA
___________________________________________________________________

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

     The yield of the Schwab Money Market Investment Division
refers to the annualized income generated
by an investment in that Investment Division over a specified
seven-day period.  The yield is calculated by
assuming that the income generated for that seven-day period is
generated each seven-day period over a
52-week period 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
Investment Division is assumed to be
reinvested.  The effective yield will be slightly higher than the
yield because of the compounding effect of this
assumed reinvestment. 

     The yield of an Investment Division (other than the Schwab
Money Market Investment Division) refers
to the annualized income generated by an investment in that
Investment Division over a specified thirty-day
period.  The yield is calculated by assuming that the income
generated by the investment during that thirty-
day period is generated each thirty-day period over a twelve-month
period and is shown as a percentage
of the investment.

     The yield calculations do not reflect the effect of any
Premium Tax that may be applicable to a
particular Contract.  To the extent that premium taxes are
applicable to a particular Contract, the yield of that
Contract will be reduced.  For a description of the methods used to
determine yield and total returns, see
the Statement of Additional Information.

Below is a table of performance related information for the Money
Market Investment Division for the stated
periods ended December 31, 1996:

Investment Division<PAGE>
Effective YieldMoney Market4.10%
     The average annual total return of an Investment Division
refers to return quotations assuming an
investment has been held in the Investment Division for various
periods of time including, but not limited to,
a period measured from the date the Investment Division commenced
operations.  When an Investment
Division has been in operation for 1, 5, and 10 years,
respectively, the average annual total return for these
periods will be provided.  The average annual total return
quotations will represent the average annual
compounded rates of return that would equate an initial investment
of $1,000 to the redemption value of that
investment (excluding Premium Tax) as of the last day of each of
the periods for which total return quotations
are provided.  For additional information regarding yields and
total returns calculated using the standard
formats briefly described herein, please refer to the Statement of
Additional Information.

Investment Division

One Year
Three Year
Five Year
Since Inception
Inception Date of Underlying Fund

Alger American 
Growth Portfolio
12.39%
15.18%
15.60%
17.58%
1/9/89

Alger American Small
Capitalization Portfolio
3.30%
11.89%
10.04%
17.70%
9/21/88

American Century VP Capital
Appreciation
-5.11%
 6.49%
 5.23%
 9.78%
11/20/87

American Century VP International
13.35%
N/A
N/A
12.17%
5/1/94

Berger IPT-Small Company
Growth Fund
N/A
N/A
N/A
-0.89%
4/15/96

Federated American Leaders
Fund II
20.55%
N/A
N/A
17.01%
2/10/94

Federated Fund for U.S.
Government Securities
 3.32%
N/A
N/A
 4.71%
3/28/94

Federated Utility Fund II
11.56%
N/A
N/A
10.63%
2/10/94

INVESCO VIF-High 
Yield Portfolio
15.60%
N/A
N/A
12.61%
5/1/94

INVESCO VIF-Industrial
Income Portfolio
21.25%
N/A
N/A
20.41%
8/1/94

INVESCO VIF-Total
Return Portfolio

11.23%
N/A
N/A
12.98%
6/1/94

Janus Aspen Aggressive
Growth Portfolio
 7.04%
15.97%
N/A
20.27%
9/13/93

Janus Aspen 
Growth Portfolio
17.45%
15.57%
N/A
15.21%
9/13/93

Janus Aspen Worldwide
Growth Portfolio
27.95%
17.59%
N/A
22.13%
9/13/93

Lexington Emerging Markets Fund
 6.55%
N/A
N/A
 0.56%
3/30/94

Montgomery Variable Series:
Growth Fund
N/A
N/A
N/A
26.14%
2/9/96

Montgomery Variable Series:
International Small-Cap Fund
N/A
N/A
N/A
N/A
11/27/96

SAFECO RST Equity Portfolio

Schwab Asset Director-High
Growth Portfolio
N/A
N/A
N/A
N/A
11/1/96

Schwab S&P 500 Portfolio
N/A
N/A
N/A
N/A
11/1/96

SteinRoe Capital Appreciation
Fund
25.87%
11.84%
16.37%
16.50%
1/1/89

Strong Discovery Fund II
-0.04%
 7.92%
N/A
11.30%
5/8/92

Van Eck Worldwide Hard Assets
Fund
17.04%
 6.72%
13.54%
 7.25%
9/1/89

     Performance information for any Investment Division reflects
only the performance of a hypothetical
Contract under which Annuity Account Value is allocated to an
Investment Division during a particular time
period on which the calculations are based.  Performance
information should be considered in light of the
investment objectives and policies and characteristics of the
Eligible Funds in which the Investment Division
invests, and the market conditions during the given time period,
and 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 (1) the ranking of any
Investment Division 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 persons who rank
separate accounts or other investment products on overall
performance or other criteria, and (2) 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 disclose cumulative
(non-annualized) total returns for the Investment
Divisions.  We may from time to time also disclose yield and
standard total returns for any or all Investment
Divisions.

     We may also advertise performance figures for the Investment
Divisions based on the performance
of an Eligible Fund 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, San Francisco, California 94104, telephone
800-838-0650.

     Certain administrative services are provided by Schwab to
assist the Company in the processing of
the Contracts, which services are described in written agreements
between Schwab and the Company.  The
Company 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. 

___________________________________________________________________

                      SELECTED FINANCIAL DATA
___________________________________________________________________

     First GWL&A was incorporated on April 9, 1996 and had no
operations until receipt of its certificate
of authority from the Superintendent of Insurance of New York on  
         , 1997.  Please see the financial
statements of First Great-West Life & Annuity Insurance Company
included elsewhere in this Prospectus for
information related to its financial condition.


        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
              CONDITION AND RESULTS OF OPERATIONS   

The Company
     
     The Company commenced operations as a New York domiciled life
insurer as of            , 1997.
Accordingly, as of the date of this Prospectus, the Company has not
had a significant operating history.  The
Company will operate in one business segment as a provider of life,
health and annuity products to groups
of individuals associated with employers or distributors; however,
the business operations of First GWL&A
will be segregated into two major business units:  the Employee
Benefits division, which distributes life,
health, disability income insurance and 401(k) products to employee
groups, primarily to small-to-mid-sized
corporations; and the Financial Services Division, which
distributes accumulation and payout annuity
products for both group and individual clients, primarily in the
public\non-profit sectors, as well as insurance
products for individual clients.

Liquidity and Capital Resources

     The principal short- and long-term liquidity needs of the
Company will be closely managed to satisfy
policyholder benefits.  The liquidity needs of the Company will be
closely managed through cash flow
matching of assets and liabilities, and the forecasting of earned
and required yields to ensure consistency
between policyholder requirements and the yield of assets.

Regulation and Reserves

     The Company is subject to regulation and supervision by the
insurance departments of the state in
which it is licensed.  This regulation covers a variety of areas,
including policy reserve requirements,
adequacy of company capital and surplus, operational standards, and
financial accounting policies and
procedures.  

     Pursuant to state insurance laws and regulations, the Company
is obligated to hold policy reserves
to meet its obligations under all outstanding insurance contracts. 
These reserves are based on a number
of assumptions as to future experience.  Neither the reserve
requirements nor the other aspects of state
insurance regulation provide absolute protection to holders of
insurance contracts if the Company were to
experience unexpected losses (e.g., infectious diseases or
catastrophic investment losses).

Competition

     The Company is engaged in a business that is highly
competitive due to the large number of
insurance companies and other entities competing in marketing,
administering, and selling insurance
products.  There are approximately 2,300 insurers in the life
insurance business in the United States.

Segment Information

     The Company operates in one business segment as a provider of
life, health and annuity products
to groups of individuals associated with employers or distributors.

Employees and Facilities

     The Company has an administrative services agreement with
Great-West Life & Annuity Insurance
Company, to provide administrative support for all aspects of the
Company's business.  Great-West Life &
Annuity has approximately 4,300 employees in its U.S. operations. 
The Company's executive offices are
located at 125 Wolf Road, Albany, New York 12205.

State Regulation

     As a life insurance company organized and operated under New
York law, First GWL&A is subject
to provisions governing such companies and regulation by the New
York Superintendent of Insurance.

     First GWL&A's books and accounts are subject to review and
examination by the New York Division
of Insurance at any time, and a full examination of its operations
is conducted triennially. 

     In addition, First GWL&A is subject to comprehensive and
detailed regulation and supervision by the
supervisory agencies in each jurisdiction in which it conducts
business.  Each state's supervisory agency
has broad administrative authority which includes, but is not
limited to, the power to regulate licenses to
transact business, trade practices, agent licensing, policy forms,
claims practices, underwriting practices,
reserve requirements, fixing maximum interest rates on life
insurance policy loans and minimum rates for
accumulation of surrender values, the form and content of required
financial statements and the type and
amounts of investments permitted.  First GWL&A is required to file
detailed annual reports with supervisory
agencies in each of the jurisdictions in which it does business and
its accounts are subject to examination
by such agencies at regular intervals.  Under insurance guaranty
fund laws in most states, insurers can be
assessed up to prescribed limits for insurance contract losses
incurred by insolvent companies.  

     In addition, most jurisdictions, including New York, regulate
affiliated groups of insurers such as First
GWL&A and its affiliates under insurance holding company
legislation.  Under such laws, intercorporate
transfers of assets and dividend payments from insurance
subsidiaries may be subject to prior notice or
approval, depending on the size of such transfers and payments in
relation to the financial position of the
company making the transfer.  Changes in control also are regulated
under these laws.

     Although the federal government generally does not directly
regulate the business of insurance,
federal initiatives often have an impact on the business in a
variety of ways.  Current and proposed federal
measures which may significantly affect First GWL&A's insurance
business include employee benefits
regulation, controls on medical care costs, insurance reform,
managed care regulation, medical entitlement
programs (e.g., Medicare), removal of barriers preventing banks
from engaging in the insurance and mutual
fund businesses, the taxation of insurance companies and the tax
treatment of insurance products.

     The Securities and Exchange Commission regulates certain
separate accounts of First GWL&A and
the mutual funds used as funding vehicles for those accounts.

Directors and Officers

     Set forth below is information concerning the Company's
directors and executive officers, together
with their principal occupation for the past five years.  Unless
otherwise indicated, all of the directors and
executive officers have been engaged for not less than five years
in their present principal occupation or in
another executive capacity with the companies or firms identified.

Directors                Principal Occupation Last 5 Years

Marcia D. Alazraki       Partner, Simpson Thacher & Bartlett

James Balog              Director of Great-West since March 1993;
                         previously Chairman,
                         Lambert Brussels Capital Corporation

James W. Burns, O.C.     Chairman of the Boards of Lifeco1 and GWL;
                         Deputy Chairman,
                         PCC2

Paul Desmarais, Jr.      Chairman and Co-Chief Executive Officer,
                         PCC; Chairman, PFC3

Robert Gratton           Chairman of the Board of Great-West;
                         President and Chief Executive
                         Officer, PFC

N. Berne Hart            Director of Great-West since February
                         1992; previously Chairman,
                         United Banks of Colorado, Inc.

Stuart Z. Katz           Partner, Fried, Frank, Harris, Shriver &
                         Jacobson

William T. McCallum      President and Chief Executive Officer,
                         Great-West; President and
                         Chief Executive Officer (U.S. Operations),
                         GWL

Brian E. Walsh           Partner, Trinity L.P. since January 1996;
                         previously Managing
                         Director and Co-head, Global Investment
                         Bank, Bankers Trust
                         Company

1 Great-West Lifeco Inc.
2 Power Corporation of Canada
3 Power Financial Corporation

Executive Officers       Principal Occupation Last 5 Years

William T. McCallum      President and Chief Executive Officer of
                         the Company and Great-
                         West; President and Chief Executive
                         Officer (U.S. Operations), GWL 

Dennis Low               Executive Vice President, Financial
                         Services of the Company, Great-
                         West and GWL

James D. Motz            Executive Vice President, Employee
                         Benefits of the Company, Great-
                         West and GWL

Robert D. Bond           Senior Vice President, Financial Services
                         of the Company, Great-
                         West and GWL; prior to May 1992, National
                         Director, Public
                         Marketing, Aetna Life Insurance Company

John T. Hughes           Senior Vice President, Chief Investment
                         Officer of the Company,
                         Great-West and GWL

D. Craig Lennox          Senior Vice President, General Counsel and
                         Secretary of the
                         Company and Great-West; Senior Vice
                         President and Chief U.S.
                         Legal Officer, GWL

Martin L. Rosenbaum      Senior Vice President, Employee Benefits
                         Operations of the
                         Company, Great-West and GWL

Douglas L. Wooden        Senior Vice President, Financial Services
                         of the Company, Great-
                         West and GWL

Executive Compensation

     Executive officers of the Company may also serve one or more
affiliated companies of First GWL&A. 
Allocations have been made as to each individual's time devoted to
his duties as an executive officer of the
Company.  The following table shows the cash compensation paid,
based on these allocations, to the Chief
Executive Officer and the other four most highly compensated
executive officers (collectively, the "Named
Executive Officers") whose allocated compensation exceeded $60,000,
for services rendered in all capacities
to the Company in 1996.

Compensation Table

Name and 
Principal Position
Year
Annual 
Compensation(1) / Salary ($)           Bonus  ($)
Long-Term
Compensation Awards / Securities Under Options Granted (2)

W.T. McCallum,
President and 
Chief Executive
Officer
1996
0                     0
None

D. Low, Executive
Vice President,
Financial Services
1996
0                     0
None

J.T. Hughes, Senior
Vice President, Chief
Investment Officer
1996
0                     0
None

D.L. Wooden, Senior
Vice President,
Financial Services
1996
0                     0
None

J.D. Motz,
Executive Vice
President, Employee
Benefits
1996
0                     0
None

(1) The aggregate of perquisites and other personal benefits,
securities or property provided to each Named
Executive Officer in 1996 did not exceed the lesser of $50,000 and
10% of the total of the individual's annual
salary and bonus.

(2) Options are for common shares of Lifeco ("Lifeco Options"). 
Lifeco options are granted by Great-West
Lifeco pursuant to the Great-West Lifeco Inc. Stock Option Plan
which was approved by Great-West Lifeco
shareholders on April 24, 1996.  Lifeco options become exercisable
20% per year commencing on the first
anniversary date of the grant and expire 10 years after the date of
the grant.

Pension Plan Table

     The following table sets out the pension benefits payable to
the Named Executive Officers by Great-
West Life or the Company, as of December 31, 1996.

                      Employees' Pension Plan

Remuneration  ($)
Years of Service
15             20             25             30             35
400,000        
120,000        160,000       200,000         240,000      240,000

500,000
150,000        200,000       250,000         300,000      300,000

600,000
180,000        240,000       300,000         360,000      360,000

700,000
210,000        280,000       350,000         420,000      420,000

800,000
240,000        320,000       400,000         480,000      480,000

900,000
270,000        360,000       450,000         540,000      540,000

1,000,000
300,000        400,000       500,000         600,000      600,000

The Named Executive Officers have the following years of service:

Name           Years of Service
W.T. McCallum  30
D. Low         31
J.T. Hughes    6
D.L. Wooden    5
J.D. Motz      27

For W.T. McCallum, the benefits shown are payable commencing
December 31, 2000, and remuneration is
the average of the highest 36 consecutive months of compensation
during the last 86 months of employment. 
For D. Low, J.T. Hughes, D.L. Wooden and J.D. Motz, the benefits
shown are payable upon the attainment
of age 62, and remuneration is the average of the highest 60
consecutive months of compensation during
the last 86 months of employment.  Compensation includes salary and
bonuses prior to any deferrals.  The
normal form of pension is a life only annuity.  Other optional
forms of pension payment are available on an
actuarially equivalent basis.  The benefits listed in the table are
subject to deduction for social security and
other retirement benefits.

<PAGE>
Ownership of Securities

     All of the Company's outstanding shares are owned by
Great-West Life & Annuity Insurance
Company, 8515 East Orchard Road, Englewood, CO 80111.  GWL&A is in
turn owned 100% by the Great-
West Life Assurance Company, 100 Osborne Street North, Winnipeg,
Manitoba, Canada R3C 3A5.  The
Great-West Life Assurance Company is owned 99.5% by Great-West
Lifeco Inc., both of which share the
same address.  Great-West Lifeco Inc. is owned 86.5% by Power
Financial Corporation, 751 Victoria Square,
Montreal, Quebec, Canada H2Y 2J3.  It is owned 68.3% by 171263
Canada Inc., which is owned 100% by
Power Corporation of Canada, both of which share the same address
as Power Financial Corporation.  Mr.
Paul Desmarais, 751 Victoria Square, Montreal, Quebec, Canada H2Y
2J3, through a group of private holding
companies, which he controls, has voting control of Power
Corporation of Canada.

___________________________________________________________________

                           VOTING RIGHTS
___________________________________________________________________

     To the extent required by applicable law, all Eligible Fund
shares held in the Series Account will be
voted by the Company at regular and special shareholder meetings of
the respective Eligible Funds in
accordance with instructions received from persons having voting
interests in the corresponding Investment
Division.  If, however, the 1940 Act or any regulation thereunder
should be amended, or if the present
interpretation thereof should change, or if we determine that we
are allowed to vote all Eligible Funds shares
in our own rights, we may elect to do so.

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

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

     Shares as to which no timely instructions are received and
shares held by us as to which Owners
have no beneficial interest will be voted in proportion to the
voting instructions which are received with
respect to all Contracts participating in the Investment Division. 
Voting instructions to abstain on any item
to be voted upon will be applied on a pro rata basis to reduce the
votes eligible to be cast.

     Each person or entity having a voting interest in a Investment
Division will receive proxy material,
reports and other material relating to the appropriate Eligible
Fund.

     It should be noted that generally the Eligible Funds are not
required to, and do not intend to, hold
annual or other regular meetings of shareholders.

     Contract Owners have no voting rights in the Company.

<PAGE>
___________________________________________________________________

                  RIGHTS RESERVED BY THE COMPANY
___________________________________________________________________

     The Company reserves the right to make certain changes if, in
its judgment, they 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, the Company will obtain your approval
of the changes and approval from any
appropriate regulatory authority.  Such approval may not be
required in all cases, however.  Examples of the
changes the Company may make include:

     -  To operate the Series Account in any form permitted under
the Investment Company Act of 1940
     or in any other form permitted by law.

     -  To transfer any assets in any Investment Division to
another Investment Division, or to one or more
     separate accounts, or to a Guarantee Period; or to add,
combine or remove Investment Divisions of
     the Series Account.

     -  To substitute, for the Eligible Fund shares in any
Investment Division, the shares of another Eligible
     Fund or shares of another investment company or any other
investment permitted by law.

     -  To make any changes required by the Internal Revenue Code
or by any other applicable law in
     order to continue treatment of the Contract as an annuity.

     -  To change the time or time of day at which a Valuation Date
is deemed to have ended.

     -  To make any other necessary technical changes in the
Contract in order to conform with any
     action the above provisions permit the Company to take,
including to change the way the Company
     assess charges, but without increasing as to any then
outstanding Contract the aggregate amount
     of the types of charges which the Company has guaranteed.

___________________________________________________________________

                         LEGAL PROCEEDINGS
___________________________________________________________________

     There are at present no material legal proceedings to which
the Series Account is a party or to which
the assets of the Series Account are subject.  The Company is not
currently a party to, and its property is
not currently subject to, any material legal proceedings.  The
lawsuits to which the Company 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
the Company.  

___________________________________________________________________

                           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 Berenson
& Johnson LLP.  The organization of
the Company, the Company's authority to issue the Contract, and the
validity of the form of the Contract have
been passed upon by W. Kay Adam, Vice President, Counsel and
Associate Secretary of the Company.

___________________________________________________________________

                              EXPERTS
___________________________________________________________________

     The balance sheet of First Great-West Life & Annuity Insurance
Company as of April 4, 1997 included
in this prospectus has been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report
appearing herein, and is included in reliance upon the report of
such firm given upon their authority as
experts in accounting and auditing.

___________________________________________________________________

                       AVAILABLE INFORMATION
___________________________________________________________________

     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
set forth in the Registration Statement and
exhibits thereto.  Reference is hereby made to the Registration
Statement and exhibits for further information
relating to us and the Contracts. Statements contained in this
Prospectus, as to the content of the Contracts
and other legal instruments, are summaries.  For a complete
statement of the terms thereof, reference is
made to the instruments as filed as exhibits to the Registration
Statement.  The Registration Statement and
its exhibits may be inspected and copied at the offices of the
Commission located at 450 Fifth Street, N.W.,
Washington, D.C.

     The Statement of Additional Information contains more specific
information relating to the Series
Account and First GWL&A.  The Table of Contents of the Statement of
Additional Information is set forth
below:

     1.   General Information
     2.   First Great-West Life & Annuity Insurance Company and the
Variable Annuity-1 Series
          Account
     3.   Calculation of Annuity Payments
     4.   Postponement of Payments
     5.   Services
     6.   Withholding
     7.   Calculation of Performance Data



<PAGE>
                            Appendix A

On the following pages 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

     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:                  7.00%
     Amount Surrendered: $10,000
     N:                  65

          MVAF =    {[(1 + i)/(1 + j)]N/12} - 1 
               =    {[1.0615/1.07]65/12} - 1
               =    .957718 - 1
               =    -.042282

          MVA  =    (amount Transferred or surrendered) x MVAF
               =    $10,000 x - .042282
               =    - $422.82

          Surrender Value = (amount Transferred or surrendered +
MVA)x(1-CDSC)
                         =    ($10,000 + - $422.82)x(1-0)
                         =    $9,577.18


     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)]N/12} - 1
               =    {[1.0615/1.05]65/12} - 1
               =    .060778

          MVAF =    (amount Transferred or surrendered) x MVAF
               =    $10,000 x .060778
               =    $607.78

          Surrender Value = (amount Transferred or surrendered +
MVA)x(1-CDSC)
                         =    ($10,000 + $607.78)x(1-0)
                         =    $10,607.78

     Example #3 - Flat 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:                  6.24%
     Amount Surrendered: $10,000
     N:                  65

          MVAF =    {[(1 + i)/(1 + j)]N/12} - 1
               =    {[1.0615/1.0624]65/12} - 1
               =    .995420 - 1
               =    -.004580
               
          MVA  =    (amount Transferred or surrendered) x MVAF
               =    $10,000 x -.004589
               =    $45.80

          Surrender Value = (amount Transferred or surrendered +
MVA)x(1-CDSC)
                         =    ($10,000 + $45.80)x(1-0)
                         =    $9,954.20




     Example #4 - N<6 (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)]N/12} - 1
          =    {[1.0615/1.071]5/12} - 1
          =    .99629 - 1
          =    -.00371
          However, N<6, so MVAF = 0

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

     Surrender Value = (amount Transferred or surrendered +
MVA)x(1-CDSC)
                    =    ($10,000 + $0)x(1-0)
                    =    $10,000 
 <PAGE>
















FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
(A wholly-owned subsidiary of
  Great-West Life & Annuity Insurance Company)


Balance Sheet as of April 4, 1997 and
Independent Auditors' Report











INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholder
     of First Great-West Life & Annuity Insurance Company:

We have audited the accompanying balance sheet of First Great-West
Life & Annuity Insurance Company (a wholly-owned subsidiary of
Great-West Life & Annuity Insurance Company) as of April 4, 1997. 
This financial statement is the responsibility of the Company's
management.  Our responsibility is to express an opinion on this
financial statement based on our audit.

We conducted our audit in accordance with generally accepted
standards.  Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statement.  An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, such balance sheet presents fairly, in all material
respects, the financial position of First Great-West Life & Annuity
Insurance Company as of April 4, 1997 in conformity with generally
accepted accounting principles.

/s/ Deloitte & Touche LLP

Deloitte & Touche  LLP
Denver, Colorado


April 14, 1997

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

BALANCE SHEET
APRIL 4, 1997

ASSETS
Cash
$6,000,000
          TOTAL ASSETS
$6,000,000

STOCKHOLDER'S EQUITY
Common stock, $1,000 par value, 2,000 shares authorized,
$2,000,000
   issued and outstanding
Additional paid-in capital
$4,000,000
          TOTAL STOCKHOLDER'S EQUITY
$6,000,000
































FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS
APRIL 4, 1997


1.   ORGANIZATION

     Organization - First Great-West Life & Annuity Insurance
Company (the Company) is a wholly-owned subsidiary of Great-West
Life & Annuity Insurance Company (The Parent Corporation).  The
Company was incorporated as a stock life insurance company on April
9, 1996 in the State of New York and was capitalized on April 4,
1997 through a $6,000,000 cash investment from its Parent for 2,000
shares of common stock.  The Company is currently seeking licensure
as an insurance company in the State of New York.

     Basis of Presentation - The preparation of financial
statements in conformity with generally accepted accounting
principles which requires management to make estimates and
assumptions that affected the reported amounts of assets and
liabilities at the date of the financial statements.  Actual
results could differ from those estimates.

2.   SIGNIFICANT ACCOUNTING PRINCIPLES

     Cash - cash includes only amounts in demand deposit accounts.
<PAGE>
                             PART II

             INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The estimated expenses of the issuance and distribution of the
Contracts, other than commissions
on sales of the Contracts are as follows:

     Securities and Exchange Commission fee       $    303.03
     Accounting fees and expenses                 $  5,000.00
     Legal fees and expenses                      $ 20,000.00

Item 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Provisions exist under the laws of the state of New York
and the Bylaws of First GWL&A
whereby First GWL&A may indemnify a director, officer, or
controlling person of First GWL&A against
liabilities arising under the Securities Act of 1933.  The
following excerpts contain the substance of these
provisions:

                     New York Corporate Code

Section 721. Nonexclusivity of statutory provisions for
indemnification of directors and officers.

The indemnification and advancement of expenses granted pursuant
to, or provided by, this article shall
not be deemed exclusive of any other rights to which a director or
officer seeking indemnification or
advancement of expenses may be entitled, whether contained in the
certificate of incorporation or the
by-laws or, when authorized by such certificate of incorporation or
by-laws, (i) a resolution of shareholders,
(ii) a resolution of directors, or (iii) an agreement providing for
such indemnification, provided that no
indemnification may be made to or on behalf of any director or
officer if a judgment or other final
adjudication adverse to the director or officer establishes that
his acts were committed in bad faith or were
the result of active and deliberate dishonesty and were material to
the cause of action so adjudicated, or
that he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.
Nothing contained in this article shall affect any rights to
indemnification to which corporate personnel
other than directors and officers may be entitled by contract or
otherwise under law.

Section 722. Authorization for indemnification of directors and
officers.
  
(a) A corporation may indemnify any person made, or threatened to
be made, a party to an action or
proceeding ( other than one by or in the right of the corporation
to procure a judgment in its favor),
whether civil or criminal, including an action by or in the right
of any other corporation of any type or kind,
domestic or foreign, or any partnership, joint venture, trust,
employee benefit plan or other enterprise,
which any director or officer of the corporation served in any
capacity at the request of the corporation,
by reason of the fact that he, his testator or intestate, was a
director or officer of the corporation, or served
such other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise in any
capacity, against judgments, fines, amounts paid in settlement and
reasonable expenses, including
attorneys' fees actually and necessarily incurred as a result of
such action or proceeding, or any appeal
therein, if such director or officer acted, in good faith, for a
purpose which he reasonably believed to be
in, or, in the case of service for any other corporation or any
partnership, joint venture, trust, employee
benefit plan or other enterprise, not opposed to, the best
interests of the corporation and, in criminal
actions or proceedings, in addition, had no reasonable cause to
believe that his conduct was unlawful.
  
(b) The termination of any such civil or criminal action or
proceeding by judgment, settlement, conviction
or upon a plea of nolo contendere, or its equivalent, shall not in
itself create a presumption that any such
director or officer did not act, in good faith, for a purpose which
he reasonably believed to be in, or, in
the case of service for any other corporation or any partnership,
joint venture, trust, employee benefit plan
or other enterprise, not opposed to, the best interests of the
corporation or that he had reasonable cause
to believe that his conduct was unlawful.
  
(c) A corporation may indemnify any person made, or threatened to
be made, a party to an action by or
in the right of the corporation to procure a judgment in its favor
by reason of the fact that he, his testator
or intestate, is or was a director or officer of the corporation,
or is or was serving at the request of the
corporation as a director or officer of any other corporation of
any type or kind, domestic or foreign, of
any partnership, joint venture, trust, employee benefit plan or
other enterprise, against amounts paid in
settlement and reasonable expenses, including attorneys' fees,
actually and necessarily incurred by him
in connection with the defense or settlement of such action, or in
connection with an appeal therein, if
such director or officer acted, in good faith, for a purpose  which
he reasonably believed to be in, or, in
the case of service for any other corporation or any partnership,
joint venture, trust, employee benefit plan
or other enterprise, not opposed to, the best interests of the
corporation, except that no indemnification
under this paragraph shall be made in respect of (1) a threatened
action, or a pending action which is
settled or otherwise disposed of, or (2) any claim, issue or matter
as to which such person shall have
been adjudged to be liable to the corporation, unless and only to
the extent that the court in which the
action was brought, or, if no action was brought, any court of
competent jurisdiction, determines upon
application that, in view of all the circumstances of the case, the
person is fairly and reasonably entitled
to indemnity for such portion of the settlement amount and expenses
as the court deems proper.

(d) For the purpose of this section, a corporation shall be deemed
to have requested a person to serve
an employee benefit plan where the performance by such person of
his duties to the corporation also
imposes duties on, or otherwise involves services by, such person
to the plan or participants or
beneficiaries of the plan; excise taxes assessed on a person with
respect to an employee benefit plan
pursuant to applicable law shall be considered fines; and action
taken or omitted by a person with respect
to an employee benefit plan in the performance of such person's
duties for a purpose reasonably believed
by such person to be in the interest of the participants and
beneficiaries of the plan shall be deemed to
be for a purpose which is not opposed to the best interests of the
corporation.

Section 723. Payment of indemnification other than by court award.

(a) A person who has been successful, on the merits or otherwise,
in the defense of a civil or criminal
action or proceeding of the character described in section 722
shall be entitled to indemnification as
authorized in such section.

(b) Except as provided in paragraph (a), any indemnification under
section 722 or otherwise permitted
by section 721, unless ordered by a court under section 724
(Indemnification of directors and officers by
a court), shall be made by the corporation, only if authorized in
the specific case:

(1) By the board acting by a quorum consisting of directors who are
not parties to such action or
proceeding upon a finding that the director or officer has met the
standard of conduct set forth in
section 722 or established pursuant to section 721, as the case may
be, or,

(2) If a quorum under subparagraph (1) is not obtainable or, even
if obtainable, a quorum of disinterested
directors so directs; (A) By the board upon the opinion in writing
of independent legal counsel that
indemnification is proper in the circumstances because the
applicable standard of conduct set forth in
such sections has been met by such director or officer, or (B) By
the shareholders upon a finding that
the director or officer has met the applicable standard of conduct
set forth in such sections.

(c) Expenses incurred in defending a civil or criminal action or
proceeding may be paid by the corporation
in advance of the final disposition of such action or proceeding
upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount as, and to
the extent, required by paragraph (a)
of section 725.

Section 724. Indemnification of directors and officers by a court.

(a) Notwithstanding the failure of a corporation to provide
indemnification, and despite any contrary
resolution of the board or of the shareholders in the specific case
under section 723 (Payment of
indemnification other than by court award), indemnification shall
be awarded by a court to the extent
authorized under section 722 (Authorization for indemnification of
directors and officers), and paragraph
(a) of section 723.  Application therefor may be made, in every
case, either:

(1) In the civil action or proceeding in which the expenses were
incurred or other amounts were paid, or

(2) To the supreme court in a separate proceeding, in which case
the application shall set forth the
disposition of any previous application made to any court for the
same or similar relief and also
reasonable cause for the failure to make application for such
relief in the action or proceeding in which
the expenses were incurred or other amounts were paid.

(b) The application shall be made in such manner and form as may be
required by the applicable rules
of court or, in the absence thereof, by direction of a court to
which it is made. Such application shall be
upon notice to the corporation. The court may also direct that
notice be given at the expense of the
corporation to the shareholders and such other persons as it may
designate in such manner as it may
require.

(c) Where indemnification is sought by judicial action, the court
may allow a person such reasonable
expenses, including attorneys' fees, during the pendency of the
litigation as are necessary in
connection with his defense therein, if the court shall find that
the defendant has by his pleadings or
during the course of the litigation raised genuine issues of fact
or law.

Section 725. Other provisions affecting indemnification of
directors and officers.

(a) All expenses incurred in defending a civil or criminal action
or proceeding which are advanced by the
corporation under paragraph (c) of section 723 (Payment of
indemnification other than by court award)
or allowed by a court under paragraph (c) of section 724
(Indemnification of directors and officers by a
court) shall be repaid in case the person receiving such
advancement or allowance is ultimately found,
under the procedure set forth in this article, not to be entitled
to indemnification or, where indemnification
is granted, to the extent the expenses so advanced by the
corporation or allowed by the court exceed
the indemnification to which he is
entitled.

(b) No indemnification, advancement or allowance shall be made
under this article in any circumstance
where it appears:

(1) That the indemnification would be inconsistent with the law of
the jurisdiction of incorporation of a
foreign corporation which prohibits or otherwise limits such
indemnification;

(2) That the indemnification would be inconsistent with a provision
of the certificate of incorporation, a
by-law, a resolution of the board or of the shareholders, an
agreement or other proper corporate action,
in effect at the time of the accrual of the alleged cause of action
asserted in the threatened or pending
action or proceeding in which the expenses were incurred or other
amounts were paid, which prohibits
or otherwise limits indemnification; or

(3) If there has been a settlement approved by the court, that the
indemnification would be inconsistent
with any condition with respect to indemnification expressly
imposed by the court in approving the
settlement.

(c) If any expenses or other amounts are paid by way of
indemnification, otherwise than by court order
or action by the shareholders, the corporation shall, not later
than the next annual meeting of
shareholders unless such meeting is held within three months from
the date of such payment, and, in any
event, within
fifteen months from the date of such payment, mail to its
shareholders of record at the time entitled to vote
for the election of directors a statement specifying the persons
paid, the amounts paid, and the nature
and status at the time of such payment of the litigation or
threatened litigation.

(d) If any action with respect to indemnification of directors and
officers is taken by way of amendment
of the by-laws, resolution of directors, or by agreement, then the
corporation shall, not later than the next
annual meeting of shareholders, unless such meeting is held within
three months from the date of such
action, and, in any event, within fifteen months from the date of
such action, mail to its shareholders of
record at the time entitled to vote for the election of directors
a statement specifying the action taken.

(e) Any notification required to be made pursuant to the foregoing
paragraph (c) or (d) of this section by
any domestic mutual insurer shall be satisfied by compliance with
the corresponding provisions of section
one thousand two hundred sixteen of the insurance law.

(f) The provisions of this article relating to indemnification of
directors and officers and insurance therefor
shall apply to domestic corporations and foreign corporations doing
business in this state, except as
provided in section 1320 (Exemption from certain provisions).

Section 726. Insurance for indemnification of directors and
officers.

(a) Subject to paragraph (b), a corporation shall have power to
purchase and maintain insurance:

(1) To indemnify the corporation for any obligation which it incurs
as a result of the indemnification of
directors and officers under the provisions of this article, and 

(2) To indemnify directors and officers in instances in which they
may be indemnified by the corporation
under the provisions of this article, and

(3) To indemnify directors and officers in instances in which they
may not otherwise be indemnified by
the corporation under the provisions of this article provided the
contract of insurance covering such
directors and officers provides, in a manner acceptable to the
superintendent of insurance, for a retention
amount and for co-insurance.

(b) No insurance under paragraph (a) may provide for any payment,
other than cost of defense, to or on
behalf of any director or officer:

(1) if a judgment or other final adjudication adverse to the
insured director or officer establishes that his
acts of active and deliberate dishonesty were material to the cause
of action so adjudicated, or that he
personally gained in fact a financial profit or other advantage to
which he was not legally entitled, or

(2) in relation to any risk the insurance of which is prohibited
under the insurance law of this state.

(c) Insurance under any or all subparagraphs of paragraph (a) may
be included in a single contract or
supplement thereto. Retrospective rated contracts are prohibited.

(d) The corporation shall, within the time and to the persons
provided in paragraph (c) of section 725
(Other provisions affecting indemnification of directors or
officers), mail a statement in respect of any
insurance it has purchased or renewed under this section,
specifying the insurance carrier, date of the
contract, cost of the insurance, corporate positions insured, and
a statement explaining all sums, not
previously reported in a statement to shareholders, paid under any
indemnification insurance contract.

(e) This section is the public policy of this state to spread the
risk of corporate management,
notwithstanding any other general or special law of this state or
of any other jurisdiction including the
federal government.

                      Bylaws of First GWL&A

Article II, Section 11.  Indemnification of Directors.

The corporation may, by resolution of the Board of Directors,
indemnify and save harmless out of the
funds of the Company to the extent permitted by applicable law, any
Director, Officer, or employee of the
corporation or any member or officer of any Committee, and his or
her heirs, executors and
administrators, from and against all claims, liabilities, costs,
charges, and expenses whatsoever that any
such Director, Officer, employee or any such member or officer
sustains or incurs in or about any action,
suit, or proceeding that is brought, commenced, or prosecuted
against him or her for or in respect of any
act, deed, matter or thing whatsoever made, done, or permitted by
him or her in or about the execution
of the duties of his or her office or employment with the
corporation, or in or about the execution of his
or her duties as a Director or Officer of another company which he
or she so serves at the request and
on behalf of the corporation, or in or about the execution of his
or her duties as a member or officer of
any such Committee, and all other claims, liabilities, costs,
charges and expenses that he or she sustains
or incurs, in or about or in relation to any such duties or the
affairs of the corporation, the affairs of such
other company which he or she so serves or the affairs of such
Committee, except such claims, liabilities,
costs, charges or expenses as are occasioned by acts of omissions
which were in bad faith, involved
intentional misconduct, a violation of the New York Insurance Law
or a knowing violation of any other law
or which resulted in such person gaining in fact a financial profit
or other advantage to which he or she
was not entitled.  The corporation may, by resolution of the Board
of Directors, indemnify and save
harmless out of the funds of the corporation to the extent
permitted by applicable law, any Director,
Officer, or employee of any subsidiary corporation of the
corporation on the same basis, and within the
same constraints as, described in the preceding sentence.  No
payment of indemnification shall be made
unless notice has been filed with the Superintendent of Insurance
pursuant to Section 1216 of the New
York Insurance Law.

Item 15.RECENT SALES OF UNREGISTERED SECURITIES

       Not applicable.

Item 16.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

  1.   Form of Principal Underwriter and Distribution Agreement
filed herewith as Exhibit 1.

  2.   Not applicable.

  3.   (a)  Articles of Incorporation of First Great-West Life &
Annuity Insurance Company filed
       herewith as Exhibit 3(a).

       (b)  Bylaws of First Great-West Life & Annuity Insurance
Company filed herewith as Exhibit
       3(b).

  4.   (a)  Form of Combination Fixed and Variable Group Annuity
Contract filed herewith as Exhibit
       4(a).

       (b)  Form of IRA Endorsement filed herewith as Exhibit 4(b).


  5.   Opinion and consent of                                as to
the legality of the securities being
       registered to be filed by amendment.

  6.   Not applicable.

  7.   Not applicable.

  8.   Not applicable.

  9.   Not applicable.

  10.  Administrative Services Agreement between First Great-West
Life & Annuity Insurance
       Company and Great-West Life & Annuity Insurance Company to
be filed by amendment.

  11.  Not applicable.

  12.  Not applicable.

  13.  Not applicable.

  14.  Not applicable.

  15.  Not applicable.

  16.  Not applicable.

  17.  Not applicable.

  18.  Not applicable.

  19.  Not applicable.

  20.  Not applicable.

  21.  Not applicable.

  22.  Not applicable.

  23.  (a)  Consent of Jorden Burt Berenson & Johnson LLP, filed
herewith as Exhibit 23(a).

       (b)  Consent of Deloitte & Touche LLP, filed herewith as
Exhibit 23(b).

  24.  Power of Attorney for Ms. Alazraki, Messrs. Balog, Burns,
Desmarais, Jr., Gratton, Hart, Katz
       and Walsh  filed herewith as Exhibit 24.

  25.  Not applicable.

  26.  Not applicable.

  27.  Financial Data Schedule for First Great-West Life & Annuity
Insurance Company.

Item 17.UNDERTAKINGS

  The Registrant hereby undertakes:

  (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to
  this registration statement:

       (i)  To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

       (ii)  To reflect in the prospectus any facts or events
arising after the effective date of the
       registration statement (or the most recent post-effective
amendment thereof) which, individually
       or in the aggregate, represent a fundamental change in the
information set forth in the
       registration statement;

       (iii)  To include any material information with respect to
the plan of distribution not previously
       disclosed in the registration statement or any material
change to such information in the
       registration statement, including (but not limited to) any
addition or deletion of a managing
       underwriter.

  (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-
  effective amendment shall be deemed to be a new registration
statement relating to the securities
  offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona
  fide offering thereof.

  (3)  To remove from registration by means of a post-effective
amendment any of the securities being
  registered which remain unsold at the termination of the
offering.

  (4)  Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to
  directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or
  otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange
  Commission such indemnification is against public policy as
expressed in the Act and is, therefore,
  unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the
  payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of
  the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director,
  officer or controlling person in connection with the securities
being registered, the registrant will, unless
  in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court
  of appropriate jurisdiction the question whether such
indemnification by it is against public policy as
  expressed in the Act and will be governed by the final
adjudication of such issue.<PAGE>
                           SIGNATURES

 
     Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Registration Statement on Form
S-1 to be signed on its behalf, in the City of Englewood, State of
Colorado, on this  15th  day of   April     , 1997.


                              FIRST GREAT-WEST LIFE & ANNUITY
                              INSURANCE COMPANY
                              (Depositor)



                              By:  /s/ William T. McCallum        
                                   William T. McCallum, President
                                   and Chief Executive Officer



     As required by the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the
capacities with First Great-West Life & Annuity Insurance Company
and on the dates indicated:
 
Signature and Title                               Date



/s/ Robert Gratton*                                4/15 , 1997
Director, Chairman of the                                        
Board (Robert Gratton)   
                                                                 


/s/ William T. McCallum                            4/15 , 1997
Director, President and Chief Executive
Officer (William T. McCallum)



/s/ Glen R. Derback                                4/15 , 1997
Vice President, Financial Control
and Controller (Glen R. Derback)






<PAGE>
Signature and Title                               Date




/s/ Marcia D. Alazraki*                            4/15 , 1997
Director (Marcia D. Alazraki)



/s/ James Balog*                                   4/15 , 1997
Director (James Balog)



/s/ James W. Burns*                                4/15 , 1997
Director (James W. Burns)



/s/ Paul Desmarais, Jr.*                           4/15 , 1997
Director (Paul Desmarais, Jr.)



/s/ N. Berne Hart*                                 4/15 , 1997
Director (N. Berne Hart)



/s/ Stuart Z. Katz*                                4/15 , 1997
Director (Stuart Z. Katz)



/s/ Brian E. Walsh*                                4/15 , 1997
Director (Brian E. Walsh)



*By: /s/ D.C. Lennox                               4/15 , 1997
     D. C. Lennox
     Attorney-in-fact pursuant to Powers of Attorney filed
     herewith.<PAGE>
                          Exhibit Table
                            Form S-1


Exhibit   

1.   Form of Underwriting agreement and
     and Distribution Agreement         1

3.   (i)  Articles of Incorporation     1
     (ii) Bylaws                        1

4.   (i) Form of Combination Fixed and 
     Variable Annuity Contract          1
     (ii) Form of IRA Endorsement       1

5.   Opinion and consent of             2

10.  Administrative Services Agreement between First
     Great-West Life & Annuity Insurance Company, 
     and Great-West Life & Annuity Insurance Company2

23.  (a) Consent of Jorden Burt Berenson & Johnson LLP1
     (b) Consent of Deloitte & Touche   1

24.  Powers of Attorney for Ms. Alazraki and Messrs. Balog,
     Burns, Desmarais, Jr., Gratton, Hart, Katz, and Walsh1

27.  Financial Data Schedule            1


1 Filed with this Registration Statement.

2 To be filed by amendment.
[{"type": "S-1", "sequence": "1", "secsgml_size_bytes": 211775}]
{"company-data": {"conformed-name": "FIRST GREAT WEST LIFE & ANNUITY INSURANCE CO", "cik": "0001036213", "assigned-sic": "", "state-of-incorporation": "NY"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-25269", "film-number": "97581905"}, "business-address": {"street1": "8515 EAST ORCHARD ROAD", "city": "ENGLEWOOD", "state": "CO", "zip": "80111-5002", "phone": "3036893000"}}
As filed with the Securities and Exchange Commission on April  
15, 1997

                       Registration No. 333-       

                                                                  
         

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                 FORM S-1
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                                                  
         

             FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
                        (Exact name of Registrant)

     NEW YORK                      63                      
93-1225432
(State of Incorporation)      (Primary Standard        (I.R.S.
Employer
                                  Industrial          
Identification No.)
                              Classification Code
                                  Number)

                               126 Wolf Road
                          Albany, New York 12205
                              (800) 537-2033
       (Address, including zip code, and telephone number,
including
          area code, or registrant's principal executive officer)

                                                                  
         

                            William T. McCallum
                   President and Chief Executive Officer
             First Great-West Life & Annuity Insurance Company
                          8515 East Orchard Road
                        Englewood, Colorado  80111
                  (Name and Address of Agent for Service)         
         
              
                                 Copy to:

                           James F. Jorden, Esq.
                    Jorden Burt Berenson & Johnson LLP
            1025 Thomas Jefferson Street, N.W., Suite 400 East
                       Washington, D.C.  20007-0805
                                                                  
         

Approximate Date of Proposed Public Offering:  Upon the effective
date of
this Registration Statement.

If any of the securities being registered on this form are to be
offered on
a delayed or continuous basis pursuant to Rule 415 under the
Securities Act
of 1933, check the following:   X  

If this Form is filed to register additional securities for an
offering
pursuant to Rule 462(b) under the Securities Act, check the
following box and
list the Securities Act registration statement number of the
earlier
effective registration statement for the same offering:      

If this Form is a post-effective amendment filed pursuant to Rule
462(c)
under the Securities Act, check the following box and list the
Securities Act
registration statement for the same offering:      

If delivery of the prospectus is expected to be made pursuant to
Rule 434,
check the following box:      

                      CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS OF        AMOUNT TO           PROPOSED MAXIMUM 
SECURITIES TO BE REGISTERED   BE REGISTERED       OFFERING PRICE
PER UNIT

Interests in the Guaranteed        *                        *
Period Fund - a guaranteed
interest option under flexible
premium deferred fixed and
variable annuity contract

TITLE OF EACH CLASS OF             PROPOSED MAXIMUM          AMOUNT
OF
SECURITIES TO BE REGISTERED        OFFERING PRICE PER UNIT  
REGISTRATION FEE

Interests in the Guaranteed        
Period Fund - a guaranteed
interest option under              $ 1,000,000                $ 
303.03     
flexible premium deferred 
fixed and variable annuity contract

*  The maximum aggregate offering price is estimated solely for the
purpose
of determining the registration fee.  The amount being registered
and the
proposed maximum offering price per unit are not applicable in that
these
securities are nto issued in predetermined amounts of units.

The Registrant hereby amends this registration statement on such
date or
dates as may be necessary to delay its effective date until the
Registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in
accordance with
Section 8(a) of the Securities Act of 1933 or until the
registration
statement shall become effective on such date as the Commission
acting
pursuant to said Section 8(a) may determine.
Cross Reference Sheet
                  Showing Location in Prospectus
              and Statement of Additional Information
                      As Required by Form S-1

FORM S-1                                      PROSPECTUS
CAPTION ITEM

1.    Forepart of Registration Statement
      and Outside Front Cover Page            Cover Page

2.    Inside Front and Outside                Cover Page;    
      Back Cover Pages                        Table of Contents

3.    Summary Information, Risk Factors       Key Features of
      and Ratio of Earnings                   the Annuity;  First
      to Fixed Charges                        Great-West Life Life
&
                                              Annuity Insurance
                                              Company

4.    Use of Proceeds                         Not Applicable

5.    Determination of Offering Price         Not Applicable

6.    Dilution                                Not Applicable

7.    Selling Security Holders                Not Applicable

8.    Plan of Distribution                    Distribution of the
                                              Contracts

9.    Description of Securities               The Guarantee Period
                                              Fund; The Market
Value
                                              Adjustment

10.   Interest of Named Experts               Legal Matters;
Experts 
      and Counsel

11.   Information with Respect                First Great-Life &
      to the Registrant                       Annuity Insurance 
                                              Company and The
                                              Series Account
Selected
                                              Financial Data; Legal
                                              Proceedings;
Financial
                                              Statements

12.   Disclosure of Commission,                    
      Position on Indemnification                  
      for Securities Act Liabilities
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.

A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.  THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR
TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE.  THIS
PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF
THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR
SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER
THE SECURITIES LAWS OF ANY SUCH STATE.

THE SCHWAB VARIABLE ANNUITY
A FLEXIBLE PREMIUM DEFERRED FIXED AND VARIABLE ANNUITY
Distributed by
CHARLES SCHWAB & CO., INC. 
_____________________________________________
Issued by
First GREAT-WEST LIFE & ANNUITY
INSURANCE COMPANY

This prospectus describes interests under a flexible premium
deferred annuity contract, The Schwab Variable
Annuity (the "Contract").  The Contract is issued on a group basis
by First Great-West Life & Annuity
Insurance Company (the "Company").  Participation in the Contract
will be accounted for by the issuance of
a certificate showing your interest under the Contract.  Your
certificate is also hereafter referred to as the
"Contract."

Your investment in the Contract may be allocated among twenty-four
Investment Divisions of the Variable
Annuity-1 Series Account ("Series Account") and the available
Guarantee Periods under the Guarantee Period
Fund.  The Investment Divisions invest in various underlying funds
(open-end investment companies) offered
by fund families such as Federated, INVESCO, Janus, Lexington,
Berger, Alger, Schwab Funds, Stein Roe,
Strong, Montgomery, American Century, SAFECO and Van Eck.  You also
have the option of allocating some
or all of your investment in the Contract to the Guarantee Period
Fund which allows you to select one or
more Guarantee Periods, each of which offers you a specified
interest rate for a specified period.  There may
be a market value adjustment on the amounts withdrawn from the
Guarantee Period Fund.  

The minimum initial investment is $5,000 ($2,000 if an IRA) or
$1,000 if made under an Automatic Contribution
Plan ("ACP").  The minimum subsequent Contribution is $500 (or $100
per month if made under an ACP). 

There are no sales charges, redemption, surrender or withdrawal
charges.  The Contract provides a Free
Look Period of 10 days from your receipt of the Contract, during
which time you may cancel your investment
in the Contract.  During the Free Look Period, all Contributions
allocated to an Investment Division will be
allocated first to the Schwab Money Market Investment Division and
will remain there until the next
Transaction Date following the end of the Free Look Period. 
Contributions to the Guarantee Period Fund will
be allocated immediately into the specified Guarantee Period(s). 

Your Variable Account Value will increase or decrease based on the
investment performance of the options
you select.  You bear the entire investment risk under the Contract
prior to the annuity commencement
date for all amounts in your Variable Sub Accounts.  While there is
a guaranteed death benefit, there is
no guaranteed or minimum Variable Account Value on amounts
allocated to Investment Divisions.  Therefore,
the Annuity Account Value you receive could be less than the total
amount of your Contributions.
Amounts allocated to the Guarantee Period Fund may be subject to a
Market Value Adjustment which
could result in receipt of less than your Contributions if you
surrender, Transfer, make a partial
withdrawal, apply amounts to purchase an annuity or take a
distribution upon the death of the Owner
or Annuitant before a Guarantee Period Maturity Date.  Whether such
a result actually occurs depends on
the timing of the transaction, the amount of the Market Value
Adjustment and the interest rate credited.  The
interest rate in subsequent Guarantee Periods may be more or less
than the rate of a previous Guarantee
Period.  

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THE PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.  NO PERSON IS AUTHORIZED BY THE COMPANY TO GIVE
INFORMATION OR TO MAKE ANY REPRESENTATION, OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS, IN CONNECTION WITH THE OFFERS
CONTAINED IN THIS 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.

Prospectus Dated ______________, 1997

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.

To Place Orders and for Account Information: Contact the Schwab
Annuity Service Center at 800-838-0650
or P.O. Box 7666, San Francisco, California 94120-7666.

About This Prospectus: This Prospectus concisely presents important
information you should have before
investing in the Contract.  Please read it carefully and retain it
for future reference.  You can find more
detailed information pertaining to the Contract in the Statement of
Additional Information dated
_____________, 1997 (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
may be obtained without charge by contacting the Schwab Annuity
Service Center at 800-838-0650 or P.O.
Box 7666 San Francisco, California 94120-7666.
TABLE OF CONTENTS

                                                           Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . .
 .
KEY FEATURES OF THE ANNUITY . . . . . . . . . . . . . . . . . . . 

FIRST GREAT-WEST LIFE & ANNUITY  INSURANCE COMPANY 
           AND THE SERIES ACCOUNT . . . . . . . . . . . . . . . .
 .
THE ELIGIBLE FUNDS. . . . . . . . . . . . . . . . . . . . . . . .
 .
THE GUARANTEE PERIOD FUND . . . . . . . . . . . . . . . . . . . .
 .
THE MARKET VALUE ADJUSTMENT . . . . . . . . . . . . . . . . . . .
 .
APPLICATION AND CONTRIBUTIONS . . . . . . . . . . . . . . . . . .
 .
ANNUITY ACCOUNT VALUE . . . . . . . . . . . . . . . . . . . . . .
 .
TRANSFERS . . . . . . . . . . . . . . . . . . . . . . . . . . . .
 .
CASH WITHDRAWALS. . . . . . . . . . . . . . . . . . . . . . . . .
 .
TELEPHONE TRANSACTIONS. . . . . . . . . . . . . . . . . . . . . .
 .
DEATH BENEFIT . . . . . . . . . . . . . . . . . . . . . . . . . .
 .
CHARGES AND DEDUCTIONS. . . . . . . . . . . . . . . . . . . . . .
 .
PAYMENT OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . .
 .
FEDERAL TAX MATTERS . . . . . . . . . . . . . . . . . . . . . . .
 .
ASSIGNMENTS OR PLEDGES. . . . . . . . . . . . . . . . . . . . . .
 .
PERFORMANCE DATA  . . . . . . . . . . . . . . . . . . . . . . . .
 .
DISTRIBUTION OF THE CONTRACTS . . . . . . . . . . . . . . . . . .
 .
SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . .
 .
VOTING RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . .
 .
RIGHTS RESERVED BY THE COMPANY. . . . . . . . . . . . . . . . . .
 .
LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . .
 .
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . .
 .
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
 .
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . .
 .
EXHIBITS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
 .
FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . F-1

                                 

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.

           The Contract is not available in all states.
___________________________________________________________________

                            DEFINITIONS
___________________________________________________________________

Accumulation Period - The period between the Effective Date and the
Payment Commencement Date.

Annuitant - The person named in the application upon whose life the
payment of an annuity is based and
who will receive annuity payments.  If a Contingent Annuitant is
named, then the Annuitant will be considered
the Primary Annuitant.  While the Annuitant is living and at least
30 days prior to the annuity commencement
date, the Owner may, by Request, change the Annuitant.

Annuity Account - An account established by the Company in the name
of the Owner that reflects all
account activity under this Contract.

Annuity Account Value - The sum of the Variable and Fixed
Sub-Accounts credited to the Owner under the
Annuity Account; less Transfers, partial withdrawals, amounts
applied to an annuity option, periodic
withdrawals, charges deducted under the Contract and, less Premium
Tax, if any.

Annuity Payment Period - The period beginning on the annuity
commencement date and continuing until
all annuity payments have been made under the Contract.

Annuity Unit - An accounting measure used to determine the dollar
value of any variable annuity payment
after the first annuity payment is made.

Automatic Contribution Plan ("ACP") - A plan which allows for
automatic periodic Contributions.  The
Contribution amount will be withdrawn from a designated
pre-authorized account and automatically credited
to the Annuity Account.

Beneficiary - The person(s) designated by the Owner, in the
application, or as subsequently changed by
the Owner by Request, to receive any death benefit which may become
payable under the terms of the
Contract.  If the surviving spouse of an Owner is the surviving
Joint Owner, the surviving spouse will become
the Beneficiary upon such Owner's death and may elect to take the
death benefit, if any, or elect to continue
the Contract in force.

Company - First Great-West Life &  Annuity Insurance Company, the
issuer of this annuity, located at 125
Wolf Road, Albany, New York 12205.

Contingent Annuitant - The person named in the application, unless
later changed by the Owner by Request
while the Annuitant is alive and before annuity payments have
commenced, who becomes the Annuitant
when the Primary Annuitant dies.  No new Contingent Annuitant may
be designated after the death of the
Primary Annuitant.

Contractual Guarantee of a Minimum Rate of Interest - The minimum
interest rate applicable to each Fixed
Sub-Account equal to an annual effective rate in effect at the time
the Contribution is made and as reflected
in written confirmation of the Contribution.  This is the minimum
rate allowed by law and is subject to change
in accordance with changes in applicable law.

Contributions - Purchase amounts received under the Contract and
allocated to the Fixed or Variable Sub-
Account(s) prior to any Premium Tax or other deductions.

Effective Date - The date on which the first Contribution is
credited to the Annuity Account.

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

Fixed Sub-Accounts - The subdivision(s) of the Owner's Annuity
Account reflecting the value of Contributions
made to a fixed interest investment option available under the
Contract and any Fixed Sub-Account Riders.

Guarantee Period - One of the time intervals available in the
Guarantee Period Fund during which the
Company will credit a stated rate of interest.  The Company may
stop offering any time interval 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 Sub-Account in which amounts
allocated will be credited a stated rate of
interest for the applicable Guarantee Period(s).

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

Individual Retirement Annuity (IRA) - An annuity contract used in
a retirement savings program that is
intended to satisfy the requirements of Section 408 of the Internal
Revenue Code of 1986, as amended.

Investment Division - A division of the Series Account containing
the shares of an Eligible Fund.  There is
an Investment Division for each Eligible Fund.

Market Value Adjustment - An adjustment which may be made to
amounts paid out before the Guarantee
Period Maturity Date due to surrenders, partial withdrawals,
Transfers, amounts applied to the periodic
withdrawal option or to purchase an annuity, and distributions
resulting from death of the Owner or Annuitant,
as applicable.  The Market Value Adjustment may increase or
decrease the amount payable on one of the
above-described distributions.  A negative adjustment may result in
an effective interest rate lower than the
applicable Contractual Guarantee of a Minimum Rate of Interest and
the value of the Contribution(s) allocated
to the Guarantee Period being less than the Contribution(s) made. 
The Market Value Adjustment is detailed
on page ---. 

Non-Qualified Annuity Contract - An annuity contract which is not
intended to be part of a qualified
retirement plan and is not intended to satisfy the requirements of
Section 408 of the Internal Revenue Code
of 1986, as amended.

Owner (Joint Owner) or You - The person(s), while the Annuitant is
living, named in the Contract Data Page
who is entitled to exercise all rights and privileges under the
Contract.  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 as an IRA, the Owner and
the Annuitant must be the same individual
and no Joint Owner may be named.  Any reference to Owner in the
singular tense shall include the plural,
and vice versa, as applicable.

Payment Commencement Date - The date on which annuity payments or
periodic withdrawals commence
under a payment option.  The Payment Commencement Date must be at
least one year after the Effective
Date of the Contract.  If a Payment Commencement Date is not shown
on the Contract Data Page, annuity
payments will commence on the first day of the month of the
Annuitant's 90th birthday.  The Payment
Commencement Date may be changed by the Owner within 60 days prior
to commencement of annuity
payments or it may be changed by the Beneficiary upon the death of
the Owner.  If this is an IRA, payments
which satisfy the minimum distribution requirements of the Internal
Revenue Code of 1986, as amended, must
begin no later than the Owner's attainment of age 70 1/2.

Premium Tax - The amount of tax, if any, charged by a state or
other governmental authority.

Request - Any instruction in a form satisfactory to the Company and
received at the Schwab Annuity Service
Center (or other annuity service center subsequently named) from
the Owner or the Owner's designee (as
specified in a form acceptable to the Company) or the Beneficiary
(as applicable) as required by any
provision of the Contract or as required by the Company.  All
Requests are subject to any action taken or
payment made by the Company before it was processed.
  
Schwab Annuity Service Center -  P.O. Box 7666, San Francisco,
California 94120-7666, telephone 800-838-
0650. 

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

Simplified Employee Pension - An individual retirement annuity
(IRA) which may accept contributions from
one or more employers under a retirement savings program intended
to satisfy the requirements of Section
408(k) of the Internal Revenue Code of 1986, as amended. 

Surrender Value - The Annuity Account Value with a Market Value
Adjustment, if applicable, on the effective
date of the surrender, less Premium Tax, if any.

Transaction Date - The date on which any Contribution or Request
from the Owner will be processed by the
Company at the Schwab Annuity Service Center.  Contributions and
Requests received after 4:00 p.m.
EST/EDT 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 - The moving of money from among and between the
Investment Division(s) and the Guaranteed
Period Fund.

Variable Account Value - The sum of the values of the Variable
Sub-Accounts credited to the Owner under
the Annuity Account.

Variable Sub-Accounts - The sub-division(s) of the Owner's Annuity
Account containing the value credited
to the Owner under the Annuity Account from an Investment Division.

We, our, us, or First GWL&A:  First Great-West Life & Annuity
Insurance Company.
KEY FEATURES OF THE ANNUITY

The Contract currently allows you to invest in your choice of
twenty-four different Investment Divisions offered
by thirteen different mutual fund investment advisers.  You can
also invest in the Guarantee Period Fund. 
Your Annuity Account Value allocated to an Investment Division will
vary with the investment performance of
the Investment Division you select.  You bear the entire investment
risk for all amounts invested in the
Investment Division(s).  Your Annuity Account Value could be less
than the total amount of your
Contributions.

Who should invest.  The Contract is designed for investors who are
seeking long-term tax deferred asset
accumulation with a wide range of investment options.  The Contract
can be used for retirement or other
long-term investment purposes.  The deferral of income taxes is
particularly attractive to investors in high
federal and state tax brackets who have already fully taken
advantage of their ability to make IRA
contributions or "pre-tax" contributions to their employer
sponsored retirement or savings plans. 

A Wide Range of Variable Investment Choices.  The Contract gives
you an opportunity to select among
twenty-four different Investment Divisions.  Each Investment
Division invests in shares of an Eligible Fund.
The Eligible Funds cover a wide range of investment objectives as
follows: 

Investment Objective               Eligible Funds
Aggressive Growth                  SteinRoe Capital Appreciation
                                   Fund
                                   Janus Aspen Aggressive Growth
                                   Portfolio
                                   Alger American Small
                                   Capitalization Portfolio
                                   Berger IPT-Small Company Growth
                                   Fund
                                   Strong Discovery Fund II

International Aggressive Growth    Montgomery Variable Series:
                                     International
                                     Small Cap Fund
                                   Lexington Emerging Markets Fund

Growth                             Schwab Asset Director - High
                                   Growth Portfolio
                                   Janus Aspen Growth Portfolio
                                   Alger American Growth Portfolio
                                   American Century VP Capital
                                   Appreciation
                                   Montgomery Variable Series:
                                     Growth Fund

International Growth               Janus Aspen Worldwide Growth
                                   Portfolio
                                   American Century VP
                                   International 

Index                              Schwab S&P 500 Portfolio

Growth & Income                    SAFECO RST Equity Portfolio
                                   Federated American Leaders Fund
                                   II

Equity Income                      Federated Utility Fund II
                                   INVESCO VIF-Industrial Income
                                   Portfolio
     
Balanced/Asset Allocation          INVESCO VIF-Total Return
                                   Portfolio
     
Gold and Precious Metals           Van Eck Worldwide Hard Assets
                                   Fund
     
High Yield Bond                    INVESCO VIF-High Yield Portfolio
     
Government Bond                    Federated Fund for U.S.
                                   Government Securities II

Money Market                       Schwab Money Market Portfolio

The distinct investment objectives and policies for each Eligible
Fund are more fully described in their
individual fund prospectuses which are available from the Schwab
Annuity Service Center, P.O. Box 7666,
San Francisco, California 94120-7666, or via telephone at
1-800-838-0650. 

The Guarantee Period Fund.  The Contract also gives you an
opportunity to allocate your Contributions and
to transfer your Annuity Account Value to the Guarantee Period
Fund.  This Fixed Sub-Account option is
comprised of Guarantee Periods, each of which has its own stated
rate of interest and its own maturity date. 
The stated rate of interest for the Guarantee Period will depend on
the date the Guarantee Period is
established and the duration of the Guarantee Period you select
from among those available.  The rates
declared are subject to a minimum (Contractual Guarantee of a
Minimum Rate of Interest), but the Company
may declare higher rates (the stated rate of interest).  The
Contractual Guarantee of a Minimum Rate of
Interest will be disclosed in the written confirmation.  The stated
rate of interest will not be less than the
Contractual Guarantee of a Minimum Rate of Interest and will also
be disclosed in the written confirmation. 
Amounts withdrawn or transferred from a Guarantee Period prior to
the Guarantee Period Maturity Date may
be subject to a Market Value Adjustment. (See "Market Value
Adjustment," page __.) 

How to Invest.  You must complete a Contract application form in
order to invest in the Contract and you
must pay by check or instruct us to transfer funds from your Schwab
account.  The minimum initial
investment is $5,000 (or $2,000 if in an IRA).  Subsequent
investments must be at least $500.  The minimum
initial investment may be reduced to $1,000 should the Owner agree
to make additional $100 per month
minimum recurring deposits through an ACP.

Free Look Period.  The Contract provides for a Free Look Period
which allows you to cancel your investment
generally within 10 days of your receipt of the Contract.  You can
cancel the Contract during the Free Look
Period by delivering or mailing the Contract to the Schwab Annuity
Service Center.  The cancellation is not
effective unless we receive a notice which is postmarked before the
end of the Free Look Period.  If the
Contract is returned, the Contract will be void from the start and
the greater of:  (a) Contributions received
less surrenders, withdrawals and distributions, or (b) the Annuity
Account Value less surrenders, withdrawals
and distributions, will be refunded.  These procedures may vary
where required by state law.  (See
"Application and Contributions," page ___.)

Allocation of the Initial Investment.  Any initial Contribution
allocated to an Investment Division (other than
certain 1035 exchanges - see "Application and Contributions," page
__) will be allocated to the Schwab
Money Market Portfolio until the next Transaction Date following
the end of the Free Look Period.  At that
time, the Variable Account Value will be allocated to the
Investment Divisions in accordance with your
instructions.  (See "Annuity Account Value," page __.)  Your
initial investment in the Guarantee Period Fund
will be immediately allocated to the Guarantee Period(s) specified
in the application.

Charges and Deductions Under the Contract.  The Contract is a "no
load" variable annuity and, as such,
imposes no sales charges, redemption or withdrawal charges. 

There is a Mortality and Expense Risk Charge at an effective annual
rate of 0.85% of the value of the net
assets in the Variable Account.  A Contract Maintenance Charge of
$25 will be deducted annually from your
Annuity Account Value.  There will be a transfer fee of $10 for
each Transfer in excess of twelve Transfers
per calendar year.  (See "Charges and Deductions," page __.)

Depending on your state of residence, we may deduct a charge for
Premium Tax from purchase payments
or amounts withdrawn or at the Payment Commencement Date.  (See
"Charges and Deductions," page __.)

The Market Value Adjustment may increase or decrease the value of
a Guarantee Period if the Guarantee
Period is broken prior to the Guarantee Period Maturity Date.  A
negative adjustment may result in an
effective interest rate lower than the stated rate of interest for
the Guarantee Period and the Contractual
Guarantee of a Minimum Rate of Interest and the value of the
Guarantee Period being less than
Contribution(s).  (See "Market Value Adjustment," page __.)

Switching Investments.  You may switch Contributions among the
Investment Divisions or Guarantee Period
Fund as often as you like with no immediate tax consequences.  You
may make a Transfer Request to the
Schwab Annuity Service Center.  A transfer fee may apply.  (See
"Charges and Deductions," page __.) 
Amounts Transferred out of a Guarantee Period prior to the
Guarantee Period Maturity Date may be subject
to a Market Value Adjustment.  (See "Market Value Adjustment," page
__.) 

Full and Partial Withdrawals.  You may withdraw all or part of your
Annuity Account Value before the earlier
of the annuity commencement date you selected or the Annuitant's or
Owner's death.  Withdrawals may be
taxable and if made prior to age 59 1/2 may be subject to a 10%
penalty tax.  Withdrawals of amounts
allocated to a Guarantee Period prior to the Guarantee Period
Maturity Date may be subject to Market Value 
Adjustment.  (See "Market Value Adjustment," page __.)  The minimum
partial withdrawal prior to the Market
Value Adjustment is $500.  There is no limit on the number of
withdrawals made.  The Company may delay
payment of withdrawals from your Variable Sub-Accounts by up to 7
days and may delay withdrawals from
the Guarantee Period Fund by up to 6 months.  (See "Cash
Withdrawals," page __.) 

Annuity Options.  Beginning on the first day of the month
immediately following the annuity commencement
date you select, you may elect to receive annuity payments on a
fixed or variable basis.  (The default date
is the first day of the month that the Annuitant attains age 91.) 
 A wide range of annuity options are available
to provide flexibility in choosing an annuity payment schedule that
meets your particular needs.  These
annuity options include alternatives designed to provide payments
for life (for either a single or joint life), with
or without a guaranteed minimum number of payments.  (See "Payment
Options," page __.)

Death Benefit.  The amount of the death benefit, if payable before
annuity payments commence, will be the
greater of (a) the Annuity Account Value with a Market Value
Adjustment, if applicable, as of the date a
Request for payment is received, less Premium Tax, if any; or (b)
the sum of Contributions paid, less partial
withdrawals and Periodic Withdrawals, less charges deducted under
the Contract, if any, less Premium Tax,
if any.  (See "Death Benefit," page __.)

Customer Service.  Schwab's professional representatives are
available toll-free to assist you.  If you have
any questions about your Contract, please telephone the Schwab
Annuity Service Center (800-838-0650) or
write to the Schwab Annuity Service Center at P.O. Box 7666, San
Francisco, California 94120-7666.  All
inquiries should include the Contract number and the Owner's name. 
As a Contract Owner you will receive
periodic statements confirming any transactions relating to your
Contract, as well as a quarterly statement
and an annual report.
VARIABLE ANNUITY FEE TABLE

     The purpose of this table and the examples that follow is to
assist you in understanding the various
costs and expenses that you will bear directly or indirectly when
investing in the Contract.  The table and
examples reflect expenses related to the Investment Divisions as
well as of the Eligible Funds.  The table
assumes that the entire Annuity Account Value is allocated to one
or more Investment Divisions.  The
information set forth should be considered together with the
narrative provided under the heading "Charges
and Deductions," page __ of this Prospectus, and with the Funds'
prospectuses.  In addition to the expenses
listed below, Premium Tax may be applicable.

Contract Owner Transaction Expenses

          Sales Load                                   None
          Surrender Fee                                None
          Transfer Fee (First 12 Per Year)             None
          Annual Contract Maintenance Charge           $25.00

Investment Division Annual Expenses1
(as a percentage of average Variable
Account assets)

          Mortality and Expense Risk Charge            0.85%
          Administrative Expense Charge                0.00%
          Other Fees and Expenses of the Variable Account0.00%
          Total Investment Division Annual Expenses    0.85%
Eligible Fund Annual Expenses (1)
(as a percentage of Eligible Fund net assets, after expenses
reimbursements)

                                                         Total
                            Management Other     12b-1   Eligible
                            Fees       Expenses  Fees    Fund
                                                         Expenses

      Portfolio

     Alger American Growth Portfolio.75%.04%    0%      .79%
     Alger American Small 
       Capitalization Portfolio.85%  .03%       0%      .88%
     American Century VP Capital Appreciation1.00%  0%0%1.00%
     American Century VP International1.50%  0% 0%     1.50%
     Berger IPT-Small Company Growth Fund   .0%1.15%0%    1.15%  
     Federated American Leaders Fund II.53%.32%  0%     .85%
     Federated Fund for U.S. Government Securities II.0%.80%0%.80%
     Federated Utility Fund II.24%   .61%        0%     .85%
     INVESCO VIF-High Yield Portfolio.60%.27%   0%      .87%
     INVESCO VIF-Industrial Income Portfolio.75%.20%0%  .95%
     INVESCO VIF-Total Return Portfolio.75%.19% 0%      .94%
     Janus Aspen Aggressive                                 
        Growth Portfolio   .72%      .04%       0%      .76%
     Janus Aspen Growth Portfolio.65%.04%       0%      .69%
     Janus Aspen Worldwide                                  
       Growth Portfolio    .66%      .14%       0%      .80%
     Lexington Emerging Markets Fund.85%.90%    0%     1.75%
     Montgomery Variable Series: Growth Fund .00%.01%0% .01%
     Montgomery Variable Series:  
       International Small Cap Fund1.25%.25%    0%     1.50%
     SAFECO RST Equity Portfolio  .70%  .02%       0%      .72%
     Schwab Asset Director - 
       High Growth Portfolio.60%     .15%       0%      .75%
     Schwab Money Market Portfolio.44%.06%      0%      .50%
     Schwab S&P 500 Portfolio.20%    .15%       0%      .35%
     SteinRoe Capital Appreciation Fund.50%.26% 0%      .76%
     Strong Discovery Fund II1.00%   .31%       0%     1.31%
     Van Eck Worldwide Hard Assets Fund.90%.18% 0%     1.08%

_________________________________

(1) The figures given above reflect the amounts deducted before
expense offset arrangements, if any, from the Eligible Funds during
1996. 
From time to time, an Eligible Fund's investment adviser, in its
sole discretion, may waive all or part of its fees and/or
voluntarily assume
certain expenses.  For a more complete description of the Eligible
Funds' fees and expenses, see the Eligible Funds' prospectuses.  As
of the date of this Prospectus, certain fees are being waived or
expenses are being assumed, in each case on a voluntary basis. 
Without
such waivers or reimbursements, the total Eligible Fund annual
expenses that would have been incurred for the last completed
fiscal year
would be: 8.57% for Berger IPT-Small Company Growth Fund; 1.07% for
Federated American Leaders Fund II; 1.81% for Federated Fund
for U.S. Government Securities II; 1.32% for INVESCO VIF-High Yield
Portfolio; 1.19% for INVESCO VIF-Industrial Income Portfolio; 1.30%
for INVESCO VIF-Total Return Portfolio; .83% for Janus Aspen
Aggressive Growth Portfolio; .83% for Janus Aspen Growth Portfolio;
 .91%
for Janus Aspen Worldwide Growth Portfolio; 4.09% for Lexington
Emerging Markets Fund; 6.98% for Montgomery Variable Series: Growth
Fund; and 1.02% for Schwab Money Market Portfolio.  See the
Eligible Funds' prospectuses for a discussion of fee waiver and
expense
reimbursements.
Examples(1)

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:

Investment Divisions               1 Year       3 Years

Alger American Growth Portfolio    $ 8.26        $27.11
Alger American Small     
  Capitalization Portfolio         $ 9.20        $30.16
American Century VP Capital Appreciation$10.45   $34.21
American Century VP International  $15.63        $50.93
Berger IPT-Small Company Growth Fund$12.00       $39.25
Federated American Leaders Fund II $ 8.89        $29.14
Federated Fund for U.S. Government Securities II$ 8.37$27.45
Federated Utility Fund II          $ 8.89        $29.14
INVESCO VIF-High Yield Portfolio   $ 9.09        $29.82
INVESCO VIF-Industrial Income Portfolio$ 9.93    $32.52
INVESCO VIF-Total Return Portfolio $ 9.82        $32.19
Janus Aspen Aggressive             
   Growth Portfolio                $ 7.95        $26.09
Janus Aspen Growth Portfolio       $ 7.22        $23.71
Janus Aspen Worldwide 
  Growth Portfolio                 $ 8.37        $27.45        
Lexington Emerging Markets Fund    $18.21        $59.20
Montgomery Variable Series: Growth Fund$ 0.10    $ 0.35
Montgomery Variable Series:
  International Small-Cap Fund     $15.63        $50.93
SAFECO RST Equity Portfolio        $ 7.53        $24.73
Schwab Asset Director -
  High Growth Portfolio            $ 7.84        $25.75
Schwab Money Market Portfolio      $ 5.24        $17.23
Schwab S&P 500 Portfolio           $ 3.67        $12.09
SteinRoe Capital Appreciation Fund $ 7.95        $26.09
Strong Discovery Fund II           $13.66        $44.61
Van Eck Worldwide Hard Assets Fund $11.28        $36.90
     

THESE EXAMPLES SHOULD NOT BE CONSIDERED REPRESENTATIONS OF PAST OR
FUTURE EXPENSES. 
ACTUAL EXPENSES PAID MAY BE GREATER OR LESS THAN THOSE SHOWN,
SUBJECT TO THE
GUARANTEES IN THE CONTRACT.

These examples assume that no premium taxes have been assessed
(although premium taxes may be 
applicable - see "Premium Tax," page __).

(1) The Eligible Fund Annual Expenses and these examples are based
on data provided by the Eligible
Funds.  The Company has no reason to doubt the accuracy or
completeness of that data, but the Company
has not verified the Eligible Funds' figures.  In preparing the
Eligible Fund Expense table and the Examples
above, the Company has relied on the figures provided by the
Eligible Funds.
___________________________________________________________________

        FIRST GREAT-WEST LIFE  & ANNUITY INSURANCE COMPANY
                      AND THE SERIES ACCOUNT
___________________________________________________________________

First Great-West Life & Annuity Insurance Company  ("First GWL&A")

     The Company is a stock life insurance company organized under
the laws of the state of New York. 
First GWL&A was incorporated on April 9, 1996 and is a wholly owned
subsidiary of Great-West Life &
Annuity Insurance Company ("Great-West").  First GWL&A commenced
operations upon receipt of its
certificate of authority from the Superintendent of Insurance of
New York on          , 1997.

     First GWL&A is principally engaged in the sale of life
insurance, accident and health insurance and
annuities.  It is admitted to do business in the states of New York
and Iowa.

     Great-West is a wholly-owned subsidiary of The Great-West Life
Assurance Company ("GWL").  GWL
is a 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.

The Series Account

     The Variable Annuity-1 Series Account ("Series Account") was
established by the Company on
January 15, 1997 as a separate account under the laws of the State
of New York.  The Series Account is
registered with the Securities and Exchange Commission
("Commission") under the Investment Company
Act of 1940, as amended ("1940 Act"), as a unit investment trust. 
The Series Account meets the definition
of a "separate account" under the federal securities laws. However,
such registration does not involve
supervision of the management of the Series Account or the Company
by the Commission.

     The Company does not guarantee the investment performance of
the Series Account.  The
portion of the Annuity Account Value attributable to the Series
Account and the amount of variable
annuity payments depend on the investment performance of the
Eligible Funds.  Thus, the Contract
Owner bears the full investment risk for all Contributions
allocated to the Series Account.

     The Series Account is administered and accounted for as part
of the general business of the
Company; but the income, capital gains, or capital losses of each
Investment Division are credited to or
charged against the assets held in that Investment Division in
accordance with the terms of the Contract,
without regard to other income, capital gains or capital losses of
any other Investment Division or arising
out of any other business the Company may conduct.  Under New York
law, the assets of the Series
Account are not chargeable with liabilities arising out of any
other business the Company may conduct. 
Nevertheless, all obligations arising under the Contracts are
generally corporate obligations of the
Company.

     The Series Account currently has twenty-four Investment
Divisions available for allocation of
Contributions.  If, in the future, the Company determines that
marketing needs and investment conditions
warrant, it may establish additional Investment Divisions which
will be made available to Owners to the
extent and on a basis to be determined by the Company, (See
"Addition, Deletion, or Substitution"). 
Each Investment Division invests in shares of an Eligible Fund,
each having a specific investment
objective.
___________________________________________________________________

                        THE ELIGIBLE FUNDS
___________________________________________________________________

     The Eligible Funds described below are offered exclusively for
use as funding vehicles for
insurance products and, consequently, are not publicly available
mutual funds.  Each Eligible Fund has
separate investment objectives and policies.  As a result, each
Eligible Fund operates as a separate
investment portfolio and the investment performance of one Eligible
Fund has no effect on the investment
performance of any other Eligible Fund.  See the Eligible Funds'
prospectuses for more information.

The Alger American Fund

     Alger American Small Capitalization Portfolio: Seeks long-term
capital appreciation by investing
     at least 65% of its total assets, except during temporary
defensive periods, in equity securities of
     companies that, at the time of purchase, have total market
capitalization within the range of
     companies included in the Russell 2000 Growth Index ("Russell
Index") or the S&P SmallCap 600
     Index ("S&P Index"), updated quarterly.  Both indexes are
broad indexes of small capitalization
     stocks.  As of March 31, 1997, the range of market
capitalization of the companies in the Russell
     Index was $10 million to $1.94 billion; the range of market
capitalization of the companies in the
     S&P Index at that date was $32 million to $2.579 billion.  The
combined range as of that date was
     $10 million to $2.579 billion.  The Portfolio may invest up to
35% of its total assets in equity
     securities of companies that, at the time of purchase, have
total market capitalization outside this
     combined range, and in excess of that amount (up to 100% of
its assets) during temporary
     defensive periods.

     Alger American Growth Portfolio:  Seeks long-term capital
appreciation by investment of at least
     65% of its total assets, except during temporary defensive
periods, in equity securities of
     companies that, at the time of purchase of the securities,
have total market capitalization of $1
     billion or greater.  The Portfolio may invest up to 35% of its
total assets in equity securities of
     companies that, at the time of purchase, have total market
capitalization of less than $1 billion.

American Century Variable Portfolios, Inc.

     American Century VP Capital Appreciation:  Seeks capital
growth by investing in common
     stocks (including securities convertible into common stocks
and other equity equivalents) and
     other securities that meet certain fundamental and technical
standards of selection and have, in
     the opinion of the investment manager, better-than-average
potential for appreciation. The
     Portfolio's investment manager intends to stay fully invested
in such securities, regardless of the
     movement of stock prices generally.
     
     American Century VP International: Seeks capital growth by
investing primarily in an
     internationally diversified portfolio of securities of foreign
companies that meet certain
     fundamental and technical standards of selection and have, in
the opinion of the investment
     manager, potential for capital appreciation.  The Portfolio
will invest primarily in common stocks
     (defined to include depository receipts for common stock and
other equity equivalents) of such
     companies.  Investment in securities for foreign issues
typically involves a greater degree of risk
     than an investment in domestic securities. 

Berger Institutional Products Trust

     Berger IPT-Small Company Growth Fund:  Seeks capital
appreciation by investing primarily in
     equity securities (including common and preferred stocks,
convertible debt securities and other
     securities having equity features) of small growth companies
with market capitalization of less
     than $1 billion at the time of initial purchase.

Federated Insurance Series

     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.

     INVESCO VIF-Industrial Income Portfolio: Seeks the best
possible current income while
     following sound investment practices.  Capital growth
potential is an additional consideration in
     the selection of portfolio securities.  The Portfolio normally
invests at least 65% of its total assets
     in dividend-paying common stocks.  Up to 10% of the
Portfolio's total assets may be invested in
     equity securities that do not pay regular dividends.  The
remaining assets are invested in other
     income-producing securities such as corporate bonds.  The
Portfolio also has the flexibility to
     invest in other types of securities.
      
     INVESCO VIF-Total Return Portfolio: Seeks a high total return
on investment through capital
     appreciation and current income.  The Total Return Portfolio
seeks to achieve its investment
     objective by investing in a combination of equity securities
(consisting of common stocks and, to
     a lesser degree, securities convertible into common stock) and
fixed income securities. 
     
     INVESCO VIF-High Yield Portfolio: Seeks a high level of
current income by investing
     substantially all of its assets in lower rated bonds and other
debt securities and in preferred
     stock.  These bonds and other securities are sometimes
referred to as "junk bonds."  The High
     Yield Portfolio pursues its investment objective through
investment in a variety of long-term,
     intermediate-term, and short-term bonds.  Potential capital
appreciation is a factor in the selection
     of investments, but is secondary to the Portfolio's primary
objective. 

Janus Aspen Series

     Janus Aspen Aggressive Growth Portfolio: Seeks long-term
growth of capital in a manner
     consistent with the preservation of capital.  The Portfolio
normally invests at least 50% of its equity
     assets in securities issued by medium-sized companies. 
Medium-sized companies are those
     whose market capitalizations fall within the range of
companies in the S&P MidCap 400 Index (the
     "MidCap Index").  Companies whose capitalization falls outside
this range after the Portfolio's
     initial purchase continue to be considered medium-sized
companies for the purpose of this
     policy.  As of December 30, 1996, the MidCap Index included
companies with capitalizations
     between approximately $192 million to $6.5 billion.  The range
of the MidCap Index is expected to
     change on a regular basis.  Subject to the above policy, the
Portfolio may also invest in smaller
     or larger issuers.
     
     Janus Aspen Growth Portfolio: Seeks long-term growth of
capital in a manner consistent with
     the preservation of capital.  The Portfolio pursues its
objective by investing in common stocks of
     companies of any size.  This Portfolio generally invests in
larger, more established issuers.
     
     Janus Aspen Worldwide Growth Portfolio: Seeks long-term growth
of capital in a manner
     consistent with the preservation of capital.  The Portfolio
pursues its objective primarily through
     investments in common stocks of foreign and domestic issuers. 
The Portfolio has the flexibility to
     invest on a worldwide basis in companies and organizations of
any size, regardless of country of
     organization or place of principal business activity.  The
Portfolio normally invests in issuers from
     at least five different countries, including the United
States; however, it may at times invest in
     fewer than five countries or even a single country.

Lexington Emerging Markets Fund, Inc.
     
     Lexington Emerging Markets Fund: Seeks long term growth of
capital primarily through
     investment in equity securities of companies domiciled in, or
doing business in emerging
     countries and emerging markets.  For purposes of its
investment objective, the Fund considers
     emerging country equity securities to be any country whose
economy and market the World Bank
     or United Nations considers to be emerging or developing.  The
Fund may also invest in equity
     securities and equivalents traded in any market of companies
that derive 50% or more of their
     total revenue from either goods or services produced in such
emerging countries or markets or
     sales made in such countries.

Montgomery Variable Series

     Montgomery Growth Fund:  Seeks capital appreciation by
investing at least 65% of its total
     assets (under normal conditions) in the equity securities of
domestic corporations.  In addition to
     capital appreciation, this Fund emphasizes value.  While the
Fund emphasizes investments in
     common stock, it also invests in other types of equity
securities (including options on equity
     securities, warrants and futures contracts on equity
securities).  The Fund may invest up to 35%
     of its total assets in debt securities rated within the three
highest grades of S&P, Moody's or
     Fitch, or unrated debt securities deemed to be of comparable
quality by its portfolio manager
     using guidelines approved by the Board of Trustees.

     Montgomery International Small Cap Fund:  Seeks capital
appreciation by investing at least
     65% of its total assets (under normal conditions) in equity
securities of companies outside the
     United States having total market capitalizations of less than
$1 billion, sound fundamental values
     and potential for long-term growth at a reasonable price.  The
Fund generally invests the
     remaining 35% of its total assets in a similar manner but may
invest those assets in companies
     having market capitalizations of $1 billion or more, or in
debt securities, including up to 5% of its
     total assets in debt securities rated below investment grade.

SAFECO Resource Series Trust

     SAFECO RST Equity Portfolio:  Seeks long-term growth of
capital and reasonable current
     income.  The Portfolio ordinarily invests principally in
common stocks or securities convertible into
     common stocks.
 
Schwab Annuity Portfolios

     Schwab Money Market Portfolio: Seeks maximum current income
consistent with liquidity and
     stability of capital.  It seeks to achieve its objective by
investing in short-term money market
     instruments.  This Portfolio is neither insured nor guaranteed
by the United States Government
     and there can be no assurance that it will be able to maintain
a stable net asset value of $1.00
     per share.

     Schwab Asset Director-High Growth Portfolio: seeks to provide
high capital growth with less
     volatility than an all stock portfolio.  The High Growth Fund
seeks to meet its investment objective
     by investing in a mix of stocks, bonds, and cash equivalents.

     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 (the "Index").  The S&P 500 Fund invests primarily
in the common stocks of
     companies composing the Index.
 

SteinRoe Variable Investment Trust

     SteinRoe Capital Appreciation Fund: Seeks capital growth by
investing primarily in common
     stocks, convertible securities, and other securities selected
for prospective capital growth. 

Strong Discovery Fund II, Inc.
     
     Strong Discovery Fund II: Seeks capital growth.  The Fund
invests in securities that the Fund's
     investment adviser believes represent attractive growth
opportunities. The Fund normally
     emphasizes equity investments, although it has the flexibility
to invest in any security the Fund's
     investment adviser believes has the potential for capital
appreciation.

Van Eck Worldwide Insurance Trust
     
     Van Eck Worldwide Hard Assets Fund: Seeks long-term capital
appreciation by investing in
     Hard Asset securities; i.e., commodities or securities of
firms involved (directly or indirectly) in the
     following areas:  precious metals, ferrous and non-ferrous
metals, energy, real estate, and other
     non-agricultural commodities.  The Fund seeks opportunities in
all the global stock, bond, and
     commodity markets, including domestic markets.  Current income
is not an investment objective.
 
     The two Alger American Funds are advised by Fred Alger
Management, Inc. of New York, New
York.  The two American Century Variable Portfolios, Inc., are
advised by American Century Investment
Management of Kansas City, Missouri, advisers to the American
Century family of mutual funds.  The
Berger IPT-Small Company Growth Fund is advised by Berger
Associates of Denver, Colorado.  The three
Federated Insurance Series Portfolios are advised by Federated
Advisers of Pittsburgh, Pennsylvania. 
The three INVESCO Variable Investment Funds, Inc., Portfolios are
advised by INVESCO Funds Group,
Inc., of Denver, Colorado.  INVESCO Trust Company is the
sub-adviser for the INVESCO VIF-Industrial
Income Portfolio.  The three Janus Aspen Series Portfolios are
advised by Janus Capital Corporation of
Denver, Colorado.  The Lexington Emerging Markets Fund is advised
by Lexington Management
Corporation of Saddle Brook, New Jersey.  The two Montgomery
Variable Series Funds are advised by
Montgomery Asset Management, L.P. of San Francisco, California. 
The SAFECO RST Equity Portfolio is
advised by SAFECO Asset Management Company of Seattle, Washington. 
The three Schwab Annuity
Portfolios are advised by Charles Schwab Investment Management,
Inc., of San Francisco, California. 
The SteinRoe Capital Appreciation Fund is advised by Stein Roe &
Farnham Incorporated of Chicago,
Illinois. Strong Discovery Fund II is advised by Strong Capital
Management, Inc. of Milwaukee, Wisconsin. 
The Van Eck Worldwide Hard Assets Fund is advised by Van Eck
Associates Corporation of New York,
New York.

                                ***

     Meeting investment objectives depends on various factors,
including, but not limited to, how well
the Eligible Fund managers anticipate changing economic and market
conditions.  THERE IS NO
ASSURANCE THAT ANY OF THESE ELIGIBLE FUNDS WILL ACHIEVE THEIR
STATED OBJECTIVES.

     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.

     Each Eligible Fund is registered with the Commission as an
open-end management investment
company or portfolio thereof.  The Commission does not supervise
the management or the investment
practices and policies of any of the Eligible Funds.

     Since some of the Eligible Funds are available to registered
separate accounts of other insurance
companies offering variable annuity and variable life products,
there is a possibility that a material conflict
may arise between the interests of the Series Account and one or
more other separate accounts
investing in the Eligible Funds.  In the event of a material
conflict, the affected insurance companies are
required to take any necessary steps to resolve the matter,
including stopping their separate accounts
from investing in the Eligible Funds.  See the Eligible Funds'
prospectuses for more details.

     Additional information concerning the investment objectives
and policies of all of the Eligible
Funds and the investment advisory services and administrative
services and charges can be found in the
current prospectuses for the Eligible Funds, which can be obtained
by calling the Schwab Annuity
Service Center at 800-838-0650, or by writing to Schwab Annuity
Service Center, P.O. Box 7666, San
Francisco, California 94120-7666.  The Eligible Funds' prospectuses
should be read carefully before
any decision is made concerning the allocation of Contributions to,
or Transfers among, the
Investment Divisions. 

Addition, Deletion, or Substitution

     The Company does not control the Eligible Funds and cannot
guarantee that any of the Eligible
Funds will always be available for allocation of Contributions or
Transfers.  The Company  retains the
right to make changes in the Series Account and in its investments.

Currently, Schwab must approve
certain changes.

     First GWL&A and Schwab reserve the right to eliminate the
shares of any Eligible Fund held by
an Investment Division and to substitute shares of another Eligible
Fund or of another investment
company, for the shares of any Eligible Fund, if the shares of the
Eligible Fund are no longer available for
investment or if, in First GWL&A's or Schwab's judgment, investment
in any Eligible Fund would be
inappropriate in view of the purposes of the Series Account.  To
the extent required by the 1940 Act, a
substitution of shares attributable to the Owner's interest in an
Investment Division will not be made
without prior notice to the Owners and the prior approval of the
Commission.  Nothing contained herein
shall prevent the Series Account from purchasing other securities
for other series or classes of variable
annuity policies, or from effecting an exchange between series or
classes of variable policies on the basis
of Requests made by you.

     New Investment Divisions may be established when, in our
discretion, marketing, tax, investment
or other conditions so warrant.  Any new Investment Divisions will
be made available to Owners on a
basis to be determined by us.  Each additional Investment Division
will purchase shares in a Eligible
Fund or in another mutual fund or investment vehicle.  We may also
eliminate one or more Investment
Divisions if, in our sole discretion, marketing, tax, investment or
other conditions so warrant.  In the event
any Investment Division is eliminated, we will notify the Owners
and request a re-allocation of the
amounts invested in the eliminated Investment Division.  

     In the event of any such substitution or change, we may make
such changes to your Contract as
may be necessary or appropriate to reflect such substitution or
change.  Furthermore, if deemed to be in
the best interests of persons having voting rights under the
Contracts, the Series Account may be
operated as a management company under the 1940 Act or any other
form permitted by law, may be de-
registered under such Act in the event such registration is no
longer required, or may be combined with
one or more other separate accounts.  Such changes will be made in
compliance with applicable law.

___________________________________________________________________

                     THE GUARANTEE PERIOD FUND
___________________________________________________________________

Guarantee Period Fund

     Amounts allocated to the Guarantee Period Fund under the
Contract will be deposited to, and
accounted for, in a non-unitized market value separate account
established by the Company under
Section 4240 of the New York Insurance Code and in accordance with
New York Regulation 128.  These
amounts accordingly, are not part of the Series Account.  A
non-unitized market value separate account
is a separate account in which the Owner does not participate in
the performance of the assets through
unit values.  Therefore, Owners allocating Contributions do not
receive a unit ownership of assets
accounted for in this separate account.  The assets accrue solely
to the benefit of the Company and any
gain or loss in the separate account is borne entirely by the
Company.  For amounts allocated to the
Guarantee Period Fund, Owners will receive the Contract guarantees
made by the Company. 

     Contributions allocated to or amounts transferred to the
Guarantee Period Fund will establish a
new Guarantee Period of a duration selected by the Owner from those
currently being offered by the
Company.  Every Guarantee Period offered by the Company will have
a time interval of at least one year. 
Contributions allocated to the Guarantee Period Fund will be
credited on the Transaction Date.  

     Each Guarantee Period will have its own stated rate of
interest and Guarantee Period Maturity
Date.  The stated rate of interest applicable to a Guarantee Period
will depend on the date the Guarantee
Period is established and the duration chosen by the Owner.  

     As of the date of this Prospectus, Guarantee Periods with
annual time intervals of 1 to 10 years
are offered.  The Guarantee Periods may be changed in the future;
however, any such modification will
not have an impact on any Guarantee Period then in effect.  

     The value of amounts in each Guarantee Period is the Owner's
Contributions, less Premium Tax,
if any, in that Guarantee Period, plus interest earned, less
amounts distributed, withdrawn (in whole or in
part), 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.  Any such
amount withdrawn or Transferred from a Guarantee Period will be
paid in accordance with the MVA
formula (See "Market Value Adjustment," page __.)  

Investments

     The Company intends to invest in assets which, in the
aggregate, have characteristics, especially
cash flow patterns, reasonably related to the characteristics of
its liabilities.  Various techniques will be
used to achieve the objective of close aggregate matching of assets
and liabilities.  The Company will
primarily invest in investment-grade fixed income securities
including:

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

          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.

          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 the Company's management to
     have an investment quality comparable to securities which may
be purchased as stated above.

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

     In addition, the Company may invest in futures and options. 
Financial futures and related options
thereon and options on securities are purchased solely for
non-speculative hedging purposes.  The
Company 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 in
the event the securities prices are anticipated to decline. 
Similarly, if securities prices are expected to
rise, the Company may purchase a futures contract or a call option
thereon against anticipated positive
cash flow or may purchase options on securities.

     WHILE THE FOREGOING GENERALLY DESCRIBES THE INVESTMENT
STRATEGY FOR THE
GUARANTEE PERIOD FUND, THE COMPANY IS NOT OBLIGATED TO INVEST THE
ASSETS
ATTRIBUTABLE TO THE GUARANTEE PERIOD FUND ACCORDING TO ANY
PARTICULAR
STRATEGY, EXCEPT AS MAY BE REQUIRED BY NEW YORK AND OTHER STATE
INSURANCE
LAWS, NOR WILL THE STATED RATE OF INTEREST THAT THE COMPANY
ESTABLISHES
NECESSARILY RELATE TO THE PERFORMANCE OF THE NON-UNITIZED MARKET
VALUE
SEPARATE ACCOUNT.
Subsequent Guarantee Periods

     Prior to the date annuity payments commence, you may invest
the value of amounts held in a
maturing Guarantee Period in any Guarantee Period that we offer at
that time.  On the quarterly
statement issued 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 OF NOTIFICATION OF
A MATURING
GUARANTEE PERIOD AND THE DATE A SUBSEQUENT GUARANTEE PERIOD BEGINS.

Information
regarding the current Guarantee Periods then available and their
stated rate of interest may be obtained
by calling the Schwab Annuity Service Center at:

                          1-800-838-0650.

     If the Company receives no direction from the Contract Owner
by the Guarantee Period Maturity
Date, the Company will automatically allocate the amount from the
maturing Guarantee Period to a
Guarantee Period equal in duration to the one just ended.  If at
that time, the duration previously chosen
is no longer available, the amount will be allocated to the next
shortest available Guarantee Period
duration.  If none of the above is available, the value of matured
Guarantee Periods will be allocated to
the Schwab Money Market Investment Division.  In any event, a
Guarantee Period will not renew for a
term equal in duration to the one just ended if the Guarantee
Period will mature after the Payment
Commencement Date.  No Guarantee Period may mature later than six
months after a Payment
Commencement Date.  For example, if a 3-year Guarantee Period
matures and the Payment
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.   

Breaking A Guarantee Period

     Any Transfer, withdrawal or the selection of an annuity option
prior to the Guarantee Period
Maturity Date will be known as breaking a Guarantee Period.  When
a Request to break a Guarantee
Period is received, the Guarantee Period that is closest to the
Guarantee Period Maturity Date will be
broken first.  If a Guarantee Period is broken, a Market Value
Adjustment may be assessed.  The Market
Value Adjustment may increase or decrease the value of the amount
Transferred or withdrawn from the
Guarantee Period Fund.  The Market Value Adjustment may reduce the
value of amounts held in a
Guarantee Period below the amount of your Contribution(s) allocated
to that Guarantee Period.  (See
"Market Value Adjustment," page __.)

Interest Rates

     Declared rates are effective annual rates of interest.  The
rate is guaranteed throughout the
Guarantee Period.  FOR GUARANTEE PERIODS NOT YET IN EFFECT,  FIRST
GWL&A MAY DECLARE
INTEREST RATES DIFFERENT THAN THOSE CURRENTLY IN EFFECT.  When a
subsequent Guarantee
Period begins, the rate applied will not be less than the rate then
applicable to new Contracts of the
same type with the same Guarantee Period.

     The stated rate of interest must be at least equal to the
Contractual Guarantee of a Minimum
Rate of Interest.  The Company may declare higher rates.  The
Contractual Guarantee of a Minimum Rate
of Interest is based on the applicable state standard
non-forfeiture law which is currently 3% for the
Contract.  

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

Market Value Adjustment

     Distributions from the amounts allocated to a Guarantee Period
due to a full surrender or partial
withdrawal, Transfer, application of amounts to the periodic
withdrawal option or to purchase an annuity,
or distributions resulting from the death of the Owner or Annuitant
prior to a Guarantee Period Maturity
Date will be subject to a Market Value Adjustment ("MVA").  An MVA
may increase or decrease the
amount payable on one of the above described distributions.  Amount
available for a full surrender,
partial withdrawal or Transfer = amount Requested + MVA.  The MVA
is calculated by multiplying the
amount Requested by the Market Value Adjustment Factor ("MVAF").

     The MVA reflects the relationship as of the time of its
calculation between (a) 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; and (b) 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.  There would be a downward
adjustment if Treasury rates at
the time the Guarantee Period is broken, exceed Treasury rates when
the Guarantee Period was created. 
There would be an upward adjustment if Treasury rates at the time
the Guarantee Period is broken, are
lower than when the Guarantee Period was created.  The MVA factor
is the same for all Contracts.

1.   The formula used to determine the MVA is:

          MVA = (amount applied) X (MVAF)

          The Market Value Adjustment Factor (MVAF) is:

          MVAF = {[(1 + i)/(1 + j)] N/12} - 1

     where:

          a)   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; 
          
          b)   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; and

          c)   N is the number of complete months remaining until
maturity.

     If N is less than 6, the MVA will equal 0.

2.   The Market Value Adjustment will apply to any Guarantee Period
six or more months prior to the
Guarantee Period Maturity Date in each of the following situations:

          a)   Transfer to another Guarantee Period or to an
Investment Division offered under
          this Contract; or

          b)   Surrenders, partial withdrawals, annuitization or
Periodic Withdrawals; or

          c)   A single sum payment upon death of the Owner or
Annuitant.

3.   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:

          a)   Transfer to an Investment Division offered under
this Contract; or

          b)   Surrenders, partial withdrawals, annuitization or
Periodic Withdrawals.

          c)   A single sum payment upon death of the Owner or
Annuitant.

See Appendix A for Illustrations of the MVA.

___________________________________________________________________

                   APPLICATION AND CONTRIBUTIONS
___________________________________________________________________

Contributions

     All Contributions may be paid at the Schwab Annuity Service
Center by a check payable to the
Company or by transfer to the Company of available funds from your
Schwab account.

     The initial Contribution for the Contract must be at least
$5,000 (or $2,000 if for an IRA). 
Subsequent Contributions must be at least $500.  This minimum
initial investment may be reduced to
$1,000, but only if you participate in an Automatic Contribution
Plan and contribute at least $100 per
month through a recurring deposit.  A confirmation will be issued
to you upon the acceptance of each
Contribution.

     Your Contract will be issued and your Contribution generally
will be accepted and credited within
two business days after receipt of an acceptable application and
receipt of the initial Contribution at the
Schwab Annuity Service Center.  All Contributions should be paid to
the Schwab Annuity Service Center
by check (payable to First GWL&A) or by instructing Schwab to
transfer to First GWL&A available funds
from your account with Schwab.  Acceptance is subject to there
being sufficient information in a form
acceptable to us and we reserve the right to reject any application
or Contribution.

     The Schwab Annuity Service Center will process your
application and Contributions.  If your
application is complete and your initial Contribution is being
transferred from funds available in your
Schwab account, then the Contribution will generally be credited
within two business days following
receipt of the application.  If your application is incomplete, the
Schwab Annuity Service Center will either
complete the application from information Schwab has on file, or
contact you for the additional
information.  No transfer of funds will be made from your Schwab
account until your application is
complete.  The funds will be credited as Contributions to the
Contract when they are transferred.

     If your Contribution is by check, and the application is
complete, Schwab will use its best efforts
to credit the Contribution on the day of receipt, but in all such
cases it will be credited to your Contract
within two business days of receipt.  If your application is
incomplete, the Schwab Annuity Service Center
will complete the application from information Schwab has on file
or contact you by telephone to obtain
the required information.  If your application remains incomplete
for five business days, we will return to
you both the check and the application unless you consent to our
retaining the initial Contribution and
crediting it as soon as the requirements are fulfilled. 

     A Contract may be returned within ten days after receipt
("Free Look Period").  During the Free
Look Period, all contributions will be processed as follows:

     (1)  Amounts to be allocated to one or more of the then
available Guarantee Periods will be
          allocated as directed, effective upon the Transaction
Date.

     (2)  Amounts the Owner has directed to be allocated to one or
more of the Investment
          Divisions will first be allocated to the Schwab Money
Market Investment Division until the
          next Transaction Date following the end of the Free Look
Period.  On that date, the
          Variable Account Value held in the Schwab Money Market
Investment Division will be
          allocated to the Investment Divisions selected by the
Owner.

     (3)  During the Free Look Period, you may change the
allocation percentages among the
          Investment Divisions and/or your selection of Investment
Divisions to which Contributions
          will be allocated after the Free Look Period.

     (4)  If the Contract is returned, the contract will be void
from the start and the greater of:    
          (a) Contributions received less surrenders, withdrawals
and distributions, or (b) the
          Annuity Account Value less surrenders, withdrawals and
distributions, will be refunded. 
          Exercising the return privilege requires the return of
the Contract to the Company or to
          the Schwab Annuity Service Center.

     Amounts the Owner has contributed from a 1035 exchange of the
variable annuity issued by
Transamerica Occidental Life Insurance Company and First
Transamerica Occidental Life Insurance
Company distributed by Charles Schwab & Co., Inc. (previously
referred to as the Schwab Investment
Advantage Annuity Contract) will be immediately allocated to the
Investment Divisions selected by the
Owner.  If the Contract is returned, it will be void from the start
and the greater of: (a) Contributions
received less surrenders, withdrawals and distributions, or (b) the
Annuity Account Value less surrenders,
withdrawals and distributions, will be refunded.

     Additional Contributions may be made at any time prior to the
Payment Commencement Date, as
long as the Annuitant is living.  Additional Contributions must be
at least $500 or $100 per month if under
an ACP.  Additional Contributions will be credited within two days
following receipt.

     Total Contributions may exceed $1,000,000 with our prior
approval.

     The Company reserves the right to modify the limitations set
forth in this section.

___________________________________________________________________

                       ANNUITY ACCOUNT VALUE
___________________________________________________________________

     Before the date annuity payments commence, your Annuity
Account Value is the sum of each
Variable and Fixed Sub-Account established under your Contract. 

     Before the annuity commencement date, the Variable Account
Value is the total dollar amount of
all Accumulation Units under each of your Variable Sub-Accounts. 
Initially, the value of each
Accumulation Unit was set at $10.00.  Each Variable Sub-Account's
value prior to the Payment
Commencement Date is equal to: (a) net Contributions allocated to
the corresponding Investment
Division; plus or minus (b) any increase or decrease in the value
of the assets of the Variable Sub-
Account due to investment results; less (c) the daily Mortality and
Expense Risk Charge; less (d)
reductions for the Contract Maintenance Charge deducted on the last
business day of each Contract
Year; less (e) any applicable Transfer Fees; and less (f) any
withdrawals or Transfers from the Variable
Sub-Account.

     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. ET) on each
Valuation Date and ends at the close of
the New York Stock Exchange on the next succeeding Valuation Date. 
A Valuation Date is each day that
the New York Stock Exchange is open for regular business.  The
value of an Investment Division's assets
is determined at the end of each Valuation Date.  To determine the
value of an asset on a day that is not
a Valuation Date, the value of that asset as of the end of the
previous Valuation Date will be used.

     The Variable Account Value is expected to change from
Valuation Period to Valuation Period,
reflecting the investment experience of the selected Investment
Division(s) as well as the deductions for
charges.

     Contributions which you allocate to an Investment Division are
used to purchase Variable
Accumulation Units in the Investment Division(s) you select.  The
number of Accumulation Units to be
credited will be determined by dividing the portion of each
Contribution allocated to the Investment
Division by the value of an Accumulation Unit determined at the end
of the Valuation Period during which
the Contribution was received.  In the case of the initial
Contribution, Accumulation Units for that payment
will be credited to the Variable Account Value (and, except for
certain 1035 exchanges), held in the
Schwab Money Market Investment Division until the end of the Free
Look Period (see "Application and
Contributions," page __).  In the case of any subsequent
Contribution, Accumulation Units for that
payment will be credited at the end of the Valuation Period during
which we receive the Contribution. 
The value of an Accumulation Unit for each Investment Division for
a Valuation Period is established at
the end of each Valuation Period and is calculated by multiplying
the value of that unit at the end of the
prior Valuation Period by the Investment Division's Net Investment
Factor for the Valuation Period.

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

___________________________________________________________________

                             TRANSFERS
___________________________________________________________________

In General

     Prior to the Payment Commencement Date you may Transfer all or
part of your Annuity Account
Value among and between the Investment Divisions and the available
Guarantee Periods by sending a
Request to the Schwab Annuity Service Center.  The Request must
specify the amounts being
Transferred, the Investment Division(s) and/or Guarantee Period(s)
from which the Transfer is to be made,
and the Investment Division(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 Investment
Divisions during any Contract Year.  There is no charge for the
first twelve Transfers each Contract Year,
but there will be a charge of $10 for each additional Transfer in
each Contract Year.  We reserve the right
to limit the number of Transfers you make.  The charge will be
deducted from the amount transferred. All
Transfers made on a single Transaction Date will be aggregated to
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.

     Transfers involving the Guarantee Period Fund (including
Transfers to or from the Investment
Division(s)) are not limited during any calendar year.  These
Guarantee Period Fund Transfers are
counted against your twelve free Transfer as discussed above.  The
$10 charge will apply to each
Transfer made in excess of the first twelve Transfers each calendar
year.

     A Transfer generally will be effective on the date the Request
for Transfer is received by the
Schwab Annuity Service Center if received before 4:00 p.m. Eastern
Time.  Under current law, there will
not be any tax liability to you if you make a Transfer.

     Transfers involving the Investment Divisions will result in
the purchase and/or cancellation of
Accumulation Units having a total value equal to the dollar amount
being Transferred to or from a
particular Investment Division.  The purchase and/or cancellation 
of such units generally shall be made
using the Variable Account Value as of the end of the Valuation
Date on which the Transfer is effective.  

     When a Transfer is made from amounts in a Guarantee Period
before the Guarantee Period
Maturity Date, the amount Transferred may be subject to a Market
Value Adjustment. (See "Market Value
Adjustment," page --.)  A Request for Transfer from amounts in a
Guarantee Period made prior to the
Guarantee Period Maturity Date for Transfers on the Guarantee
Period Maturity Date will not be counted
for the purpose of determining any Transfer Fee on Transfers in
excess of the twelve Transfers per year if
these Transfers are to take place on the Guarantee Period Maturity
Date.

Possible Restrictions

     We reserve the right without prior notice to modify, restrict,
suspend or eliminate the Transfer
privileges at any time.  For example, restrictions may be necessary
to protect Owners from adverse
impacts on portfolio management of large and/or numerous Transfers
by market timers or others.  We
have determined that the movement of significant amounts from one
Investment Division to another may
prevent the underlying Eligible Fund from taking advantage of
investment opportunities because the
Eligible Fund must maintain a significant cash position in order to
handle redemptions.  Such movement
may also cause a substantial increase in Eligible Fund transaction
costs which must be indirectly borne
by Owners.  Therefore, we reserve the right to require that all
Transfer Requests be made by the Owner
and not by an Owner's designee and to require that each Transfer
Request be made by a separate
communication to us.  We also reserve the right to request that
each Transfer Request be submitted in
writing and be manually signed by the Owner; facsimile Transfer
Requests may not be allowed. 
Transfers among the Investment Divisions may also be subject to
such terms and conditions as may be
imposed by the Eligible Funds.

Custom Transfer: Dollar Cost Averaging (Automatic Transfers)

     The Owner may Request to automatically Transfer at regular
intervals, predetermined amounts
from one Investment Division selected from among those being
allowed under this option (which may be
modified by the Company from time to time) to any of the other
Investment Divisions.   The intervals
between Transfers may be monthly, quarterly, semi-annually or
annually.  The Transfer will be initiated on
the Transaction Date one frequency period following the date of the
Request.  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 Variable Sub-Account
on the date of Transfer, no Transfer
will be made; however, Dollar Cost Averaging will resume once there
are sufficient funds in the applicable
Variable Sub-Account.  Dollar Cost Averaging will terminate
automatically upon the annuity
commencement date.  Amounts transferred through Dollar Cost
Averaging are not counted against the
twelve free Transfers allowed in a calendar year.

     Automatic Transfers must meet the following conditions: 

     1.  The minimum amount that can be Transferred out of the
selected Investment Division is $100
per month.
     
     2.  The Owner must specify dollar amount to be Transferred,
designate the Investment Division(s)
to which the Transfer will be made and the percent to be allocated
to such Investment Division(s). The
Accumulation Unit values will be determined on the Transfer Date.

     Dollar Cost Averaging may be used to purchase Accumulation
Units of the Investment Divisions
over a period of time.  The Owner, by Request, may cease Dollar
Cost Averaging at any time. 
Participation in Dollar Cost Averaging does not, however, assure a
greater profit, nor will it prevent or
necessarily alleviate losses in a declining market.  The Company
reserves the right to modify, suspend or
terminate Dollar Cost Averaging at any time.  

Custom Transfer: Rebalancer Option

     The Owner may Request to automatically Transfer among the
Investment Divisions on a periodic
basis by electing the Rebalancer Option.  This option automatically
reallocates the Variable Account
Value to maintain a particular allocation among Investment
Divisions selected by the Owner.  The amount
allocated to each Investment Division will increase or decrease at
different rates depending on the
investment experience of the Investment Division.

     The Owner may Request that the rebalancing occur one time
only, in which case the Transfer will
take place on the Transaction Date of the Request.  This Transfer
will count as one Transfer towards the
twelve free Transfers allowed in a calendar year.  (See "Transfer
Fee," page __.)

     Rebalancing may also be set up on a quarterly, semiannual or
annual basis, in which case the
first Transfer will be initiated on the Transaction Date one
frequency period following the date of the
Request.  On the Transaction Date for the specified Request, assets
will be automatically reallocated to
the selected Investment Divisions.  Rebalancing will continue on
the same Transaction Date for
subsequent periods.  In order to participate in the Rebalancer
Option, the entire Variable Account Value
must be included.  Transfers set up with these frequencies will not
count against the twelve free Transfers
allowed in a calendar year.

     The Owner must specify the percentage of Variable Account
Value to be allocated to each
Investment Division and the frequency of rebalancing.  The Owner,
by Request, may modify the
allocations or cease the Rebalancer Option at any time.  The
Rebalancer Option will terminate
automatically upon the Payment Commencement Date.  Participation in
the Rebalancer Option and Dollar
Cost Averaging at the same time is not allowed.  Participation in
the Rebalancer Option does not assure
a greater profit, nor will it prevent or necessarily alleviate
losses in a declining market.  The Company
reserves the right to modify, suspend, or terminate the Rebalancer
Option at any time.

___________________________________________________________________

                         CASH WITHDRAWALS
___________________________________________________________________

Withdrawals

     You (the Owner) may withdraw from the Contract all or part of
your Annuity Account Value at any
time during the life of the Annuitant and prior to the date annuity
payments commence by Request at the
Schwab Annuity Service Center subject to the rules below.  Federal
or state laws, rules or regulations
may apply.  The amount payable to you if you surrender your
Contract is your Annuity Account Value,
with a Market Value Adjustment, if applicable, on the effective
date of the surrender, and less any
applicable Premium Tax.  No withdrawals may be made after the date
annuity payments commence.

     A Request for a partial withdrawal will result in a reduction
in your Annuity Account Value equal to
the sum of the dollar amount withdrawn.  A Market Value Adjustment
may apply.  (See "Market Value
Adjustment," page __.) The partial withdrawal proceeds may be
greater or less than the amount
requested, depending on the effect of the Market Value Adjustment.

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

     The following terms apply:
     (a)  No partial withdrawals are permitted after the date
annuity payments commence.

     (b)  A partial withdrawal will be effective upon the
Transaction Date.

     (c)  A partial withdrawal from amounts in a Guarantee Period
may be subject to the Market
          Value Adjustment provisions, the Guarantee Period Fund
provisions of the Contract, and
          the terms of the attached Guarantee Period Fund Rider(s),
if any.

     Withdrawals may be taxable (this includes Periodic
Withdrawals, discussed below).  Moreover, the
Internal Revenue Code (the "Code") provides that a 10% penalty tax
may be imposed on the taxable
portions of certain early withdrawals.  The Code generally requires
us to withhold federal income tax from
withdrawals.  However, generally you will be entitled to elect, in
writing, not to have tax withholding apply
unless withholding is mandatory for your Contract.  Withholding
applies to the portion of the withdrawal
which is included in your income and subject to federal income tax.

The tax withholding rate is 10% of
the taxable amount of the withdrawal.  Withholding applies only if
the taxable amount of the withdrawal is
at least $200.  Some states also require withholding for state
income taxes.  (See "Federal Tax Matters,"
page __.)

     Withdrawal Requests must be in writing to ensure that your
instructions regarding withholding are
followed.  If an adequate election is not made, the Request will be
denied and no withdrawal or partial
withdrawal will be processed.

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

     Since IRAs are offered by this Prospectus, reference should be
made to the applicable provisions
of the Code for any additional limitations or restrictions on cash
withdrawals.

___________________________________________________________________

                      TELEPHONE TRANSACTIONS
___________________________________________________________________

     We will employ reasonable procedures to confirm that
instructions communicated by telephone
are genuine and if we follow such procedures we will not be liable
for any losses due to unauthorized or
fraudulent instructions.  However, we may be liable for such losses
if we do not follow those reasonable
procedures.  The procedures we will follow for telephone
transactions may include requiring some form of
personal identification prior to acting on instructions received by
telephone, providing written confirmation
of the transaction, and/or tape recording the instructions given by
telephone.

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

___________________________________________________________________

                           DEATH BENEFIT
___________________________________________________________________

Payment of Death Benefit

     Before the date annuity payments commence, the death benefit,
if any, will be equal to the
greater of: (a) the Annuity Account Value with an MVA, if
applicable, as of the date the Request for
payment is received, less Premium Tax, if any, or (b) the sum of
Contributions paid, less partial
withdrawals and/or Periodic Withdrawals, less Premium Tax, if any. 
The death benefit will become
payable following the Company's receipt of a Request from the
Beneficiary.  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 in accordance with
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 death benefit will be
determined as of the date payments
commence; however, on the date a payment option is processed,
amounts in the Variable Sub-Account
will be Transferred to the Money Market Investment Division unless
the Beneficiary otherwise elects by
Request.  Subject to the distribution rules set forth below,
payment of the death benefit may be
Requested to be made as follows:

     A.  Proceeds from the Variable Sub-Account(s)
          1.   payment in a single sum; or 
          2.   payment under any of the variable annuity options
provided under this Contract.

     B.  Proceeds from the Guarantee Period(s)
          1.   payment in a single sum with respect to which a
Market Value Adjustment may
               apply; or
          2.   payment under any of the annuity options provided
under this Contract with
               respect to which a Market Value Adjustment may
apply; or
          3.   payment on the Guarantee Period Maturity Date so
that a Market Value
               Adjustment will not apply.

     In any event, no payment of benefits provided under the
Contract will be allowed that does not
satisfy the requirements of Section 72(s) of the Code and any other
applicable federal or state laws, rules
or regulations. 

Distribution Rules

1.  Death of Annuitant 

     Upon the death of the Annuitant while the Owner is living, and
before the annuity commencement
date, the Company 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 by reason of the
Annuitant's death and the Contingent Annuitant
will become the Annuitant.

     If the Annuitant dies after the date annuity payments commence
and before the entire interest
has been distributed, any benefit payable must be distributed to
the Beneficiary in accordance with and
at least as rapidly as under the payment option applicable to the
Annuitant on the Annuitant's date of
death.  

     If a corporation or other non-individual is an Owner, or if
the deceased Annuitant 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.

2.  Death of Owner

     If the Owner is not the Annuitant:

     (1)  If there is a Joint Owner who is the surviving spouse of
the deceased Owner, the Joint Owner
     will become the Owner and Beneficiary and may elect to take
the death benefit or elect to
     continue the Contract in force.

     (2)  In all other cases, the Company 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 and the Beneficiary
elects to become the Owner and
     Annuitant and to continue the Contract in force.

     If the Owner is not the Annuitant, and the Owner dies after
annuity payments 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 at least as rapidly as
under the payment option applicable on
the Owner's death.  All rights granted the Owner under the Contract
will pass to any surviving Joint
Owner and, if none, to the Annuitant.  

     If the Owner is the Annuitant (Owner/Annuitant):

     (1)  If there is a Joint Owner who is the surviving spouse of
the deceased Owner and a
     Contingent Annuitant, the Joint Owner will become the Owner
and the Beneficiary, the Contingent
     Annuitant will become the Annuitant, and the Contract will
continue in force.

     (2)  If there is a Joint Owner who is the surviving spouse 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.

     (3)  In all other cases, the Company 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 and the Beneficiary Requests
to become the Owner and
     Annuitant and to continue the Contract in force.

     Any death benefit payable to the Beneficiary upon an Owner's
death will be distributed as follows:

     (1)  If the Owner's surviving spouse is the person entitled to
receive benefits upon the Owner's
     death, the surviving spouse will be treated as the Owner and
will be allowed to take the death
     benefit or continue the Contract in force; or

     (2)  If the Beneficiary is a non-spouse individual, 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 payment under
     any of the variable or fixed annuity options available under
the Contract, provided that (a) 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 (b)
     such distributions begin not later than one year after the
Owner's date of death.  If no election is
     received by the Company from a non-spouse Beneficiary such
that substantially equal
     installments have begun not 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 payments commence; or

     (3)  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.

Beneficiary

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

     You may, while the Annuitant is living, change the Beneficiary
by Request.  A change of
Beneficiary will take effect as of the date the Request is
processed by the Schwab Annuity Service
Center, unless a certain date is specified by the Owner.  If the
Owner dies before the Request was
processed, the change will take effect as of the date the Request
was made, unless the Company has
already made a payment 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, the Company will pay the death benefit
proceeds to the Owner's estate.

     If the surviving spouse of an Owner is the surviving Joint
Owner, the surviving spouse will
become the Beneficiary upon such Owner's death and may elect to
take the death benefit or may elect to
continue the Contract in force.  If there is no surviving Joint
Owner, and no named Beneficiary is alive at
the time at the time of an Owner's death, any benefits payable will
be paid to the Owner's estate.

Contingent Annuitant

     While the Annuitant is living, the Owner(s) 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 Schwab Annuity Service Center, unless a certain
date is specified by the Owner(s).

___________________________________________________________________

                      CHARGES AND DEDUCTIONS
___________________________________________________________________

     No deductions are made from Contributions except for any
applicable Premium Tax.  Therefore,
the full amount of the 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
Premium Tax, if applicable, for certain Transfers, as a Contract
Maintenance Charge, and as charges
against the assets in the Owner's Variable Sub-Account(s) for our
assumption of mortality and expense
risks.  In addition, a Market Value Adjustment may apply to
withdrawals and surrenders, Transfers,
amounts applied to purchase an annuity, and distributions resulting
from death of the Owner or Annuitant
if the amounts held in a Guarantee Period are paid out prior to the
Guarantee Period Maturity Date.

Mortality and Expense Risk Charge

     We deduct a Mortality and Expense Risk Charge from your
Variable Sub-Account(s) 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% of the value of the net assets
in your Variable Sub-Account(s).  The approximate portion of this
charge attributable to mortality risks is
0.68%; the approximate portion of this charge estimated to be
attributable to expense risk is 0.17% of the
value of the net assets in your Variable Sub-Account(s).  We
guarantee that this charge will never
increase beyond 0.85%.

     The Mortality and Expense Risk Charge is reflected in the
Accumulation Unit Values for each of
your Variable Sub-Accounts.  Thus, this charge will continue to be
applicable should you choose a
variable annuity payment option or the periodic withdrawal option.

     Annuity Account Values and annuity payments 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 payments determined in accordance with the annuity
tables and other provisions contained
in the Contract.  Thus you are assured that neither the Annuitant's
longevity nor an unanticipated
improvement in general life expectancy will adversely affect the
annuity payments under the Contract.

     We bear substantial risk in connection with the death benefit
before the annuity commencement
date, since we will pay a death benefit equal to the greater of the
Annuity Account Value with a Market
Value Adjustment, if applicable, as of the later of the date of
death or the date the Request for payment is
received, less Premium Tax, if any; or the sum of the Contributions
paid, less partial withdrawals and/or
Periodic Withdrawals, less any charges under Contract less Premium
Tax, if any (i.e., we bear the risk of
unfavorable experience in your Variable Sub-Accounts).

     The expense risk assumed is the risk that our actual expenses
in administering the Contracts and
the Series Account will be greater than anticipated, or exceed the
amount recovered through the
Contract Maintenance Charge plus the amount, if any, recovered
through Transfer Fees.

     If the Mortality and Expense Risk Charge is insufficient to
cover actual costs and risks assumed,
the loss will fall on us.  Conversely, 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
only on each Contract anniversary date.  This charge partially
covers our costs for administering the
Contracts and the Series Account.  Once you have selected a payment
option, this charge will cease to
apply other than for the Periodic Withdrawal Option.  The Contract
Maintenance Charge is deducted from
your Annuity Account Value allocated to the Schwab Money Market
Investment Division.  If you do not
have sufficient Annuity Account Value allocated to the Schwab Money
Market Investment Division to cover
the Contract Maintenance Charge, then the charge or any portion
thereof will be deducted on a pro rata
basis from all your Variable 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 Variable
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.  We do not expect a profit from
amounts received from the Contract
Maintenance Charge.

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 on applicable state law,
we will deduct charges for the premium taxes we incur with respect
to a particular Contract from the
Contributions, from amounts withdrawn, or from amounts applied on
the Payment 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.

Transfer Fee

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

Other Taxes

     Under present laws, we will incur state or local taxes (in
addition to the Premium Tax described
above) in New York.  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
Contracts.

Expenses of the Eligible Funds

     The value of the assets in the Investment Divisions reflect
the value of Eligible Fund shares and
therefore the fees and expenses paid by each Eligible Fund.  A
complete description of the fees,
expenses, and deductions from the Eligible Funds are found in the
Eligible Funds' prospectuses. (See
"The Eligible Funds," page __.)   Current prospectuses for the
Funds can be obtained by calling the
Schwab Annuity Service Center at 800-838-0650, or by writing to the
Schwab Annuity Service Center,
P.O. Box 7666, San Francisco, California 94120-7666.

___________________________________________________________________

                          PAYMENT OPTIONS
___________________________________________________________________

Periodic Withdrawal Option

     The Owner 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 an
MVA, if applicable, less Premium Tax, if any.

     In Requesting Periodic Withdrawals, the Owner must elect:

     -    The withdrawal frequency of either 12-, 6-, 3-, or
1-month intervals;

     -    A withdrawal amount; a minimum of $100 is required;

     -    The calendar day of the month on which withdrawals will
be made;

     -    One withdrawal option; and

     -    The allocation of withdrawals from the Owner's Variable
and/or Fixed Sub-Account(s) as
          follows:
          1)   Prorate the amount to be paid across all Variable
and Fixed Sub-Accounts in
               proportion to the assets in each sub-account; or

          2)   Select the Variable and/or Fixed Sub-Account(s) from
which withdrawals will be
               made.  Once the Variable and/or Fixed Sub-Accounts
have been depleted, the
               Company will automatically prorate the remaining
withdrawals against all
               remaining available Variable and/or Fixed
Sub-Accounts unless the Owner
               Requests the selection of another Variable and/or
Fixed Sub-Account.

     The Owner may elect to change the withdrawal option and/or the
frequency once each calendar
year.  

     While Periodic Withdrawals are being received:
     1.   the Owner may continue to exercise all contractual rights
that are available prior to
          electing an annuity option, except that no Contributions
may be made;  
     2.   for Periodic Withdrawals from Guarantee Periods six or
more months prior to its
          Guarantee Period Maturity Date, a Market Value
Adjustment, if applicable, will be
          assessed;
     3.   the Owner may keep the same investment options as were in
force before periodic
          withdrawals began;
     4.   charges and fees under the Contract continue to apply;
and
     5.   maturing Guarantee Periods renew into the shortest
Guarantee Period then available.

     Periodic Withdrawals will cease on the earlier of the date:
     1.   the amount elected to be paid under the option selected
has been reduced to zero;
     2.   the Annuity Account Value is zero;  
     3.   the Owner Requests that withdrawals stop; or
     4.   an Owner or the Annuitant dies.

     The Owner must elect one of the following five (5) withdrawal
options:

     1.   Income for a Specified Period for at least thirty-six
(36) months - The Owner elects the
     duration over which withdrawals will be made.  The amount paid
will vary based on the duration.

     2.   Income of a Specified Amount for at least thirty-six (36)
months - The Owner elects the
     dollar amount of the withdrawals.  Based on the amount
elected, the duration may vary; or

     3.   Interest Only - The withdrawals will be based on the
amount of interest credited to the
     Guarantee Period Fund between each withdrawal.  Available only
if 100% of the account value is
     invested in the Guarantee Period Fund; or

     4.   Minimum Distribution - If this is an IRA contract, the
Owner may Request minimum
     distributions as specified under Code Section 401(a)(9); or

     5.   Any Other Form for a period of at least thirty-six (36)
months - Any other form of Periodic
     Withdrawal which is acceptable to the Company.

     If Periodic Withdrawals cease, the Owner may resume making
Contributions.  The Owner may
elect to restart a Periodic Withdrawal program; however, the
Company may limit the number of times the
Owner may restart a Periodic Withdrawal program. 

     Periodic withdrawals may be taxable, subject to withholding
and subject to the 10% penalty tax. 
IRAs are subject to complex rules with respect to restrictions on
and taxation of distributions, including
the applicability of penalty taxes.  A competent tax adviser should
be consulted before a Periodic
Withdrawal Option is requested.  (See "Federal Tax Matters," page
__.)

Annuity Date

     The date annuity payments commence may be chosen when the
Contract is purchased or at a
later date.  This date must be at least one year after the initial
Contribution.  In the absence of an earlier
election, the annuity date is the first day of the month of the
Annuitant's 90th birthday.

     If an option has not been elected within 30 days of the
annuity commencement date, the Annuity
Account Value held in the Fixed Sub-Account(s) will be applied
under Annuity Payment Option 3,
discussed below, to provide payments for life with a guaranteed
period of 20 years.  The Annuity 
Account Value held in the Variable Sub-Account(s) will be applied
under Variable Annuity Payment
Option 1, discussed below, to provide payments for life with a
guaranteed period of 20 years.

     Under section 401(a)(9) of the Code, a Contract which is
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, which require that distributions
under such a plan must begin by a specific date, and also that the
entire interest of the plan participant
must be distributed within certain specified periods under formulas
that specify minimum annual
distributions.  The application of the minimum distribution
requirements to each person will vary
according to the person's age and other circumstances.  A
prospective purchaser may wish to consult a
competent tax adviser regarding the application of the minimum
distribution requirements.   (See "Federal
Tax Matters," page __.)

Annuity Options

     An annuity option may be selected by the Owner when the
Contract is purchased, or at a later
date.  This selection may be changed, by Request, at any time up to
30 days before the annuity date.  In
the absence of an election, payments will automatically commence on
the annuity date as described
above.  The amount to be applied is the Annuity Account Value on
the annuity date.  The minimum
amount that may be withdrawn from the Annuity Account Value to
purchase an annuity payment option is
$2,000 with an MVA, if applicable.  If the amount is less than
$2,000, the Company may pay the amount
in a single sum subject to the Contract provisions applicable to a
partial withdrawal.  Payments may be
elected to be received monthly, quarterly, semi-annually or
annually.  Payments to be made under the
annuity payment option selected must be at least $50.  The Company
reserves the right to make
payments using the most frequent payment interval which produces a
payment of not less than $50.  The
maximum amount that may be applied under any payment option is
$1,000,000, unless prior approval is
obtained from the Company.

     A single sum payment may be elected.  If it is, then the
amount to be paid is the Surrender
Value.  If the Owner elects a variable annuity with funds from the
Owner's Variable Sub-Accounts, then
the amount to be applied is the Annuity Account Value held in the
Variable Sub-Account(s), as of the
annuity commencement date, less any applicable Premium Tax.  If the
Owner elects a fixed annuity with
funds from the Fixed Sub-Accounts, then the amount to be applied is
the Annuity Account Value held in
the Fixed Sub-Account(s), as of the annuity commencement date with
an MVA, if applicable, less any
applicable Premium Tax.

Fixed Annuity Payment Options

     Option 1: Income of Specified Amount

     The amount applied under this option may be paid in equal
annual, semiannual, quarterly or
monthly installments of the dollar amount elected for not more than
240 months.  Upon death of the
Annuitant, the Beneficiary will begin to receive the remaining
payments at the same interval that was
elected by the Owner.

     Option 2: Income for a Specified Period
     
     Payments are paid annually, semiannually, quarterly or
monthly, as elected, for a selected
number of years not to exceed 240 months.  Upon death of the
Annuitant, the Beneficiary will begin to
receive the remaining payments at the same interval that was
elected by the Owner.

     Option 3: Fixed Life Annuity with Guaranteed Period

     This option provides for monthly payments during a designated
period and thereafter throughout
the lifetime of the Annuitant.  The designated period may be 5, 10,
15 or 20 years.  Upon death of the
Annuitant, for each remaining designated period, the amounts
payable under this payment option will be
paid to the Beneficiary.

     Option 4: Fixed Life Annuity

     This annuity is payable monthly during the lifetime of the
Annuitant, terminating with the last
payment due prior to the death of the Annuitant.  Since no minimum
number of payments is guaranteed,
this option may offer the maximum level of monthly payments of the
annuity options.  It is possible that
only one payment may be made if the Annuitant died before the date
on which the second payment was
due.  Upon the death of the Annuitant, all payments cease and no
amounts are payable to the
Beneficiary.

     Option 5: Any Other Form

     This option allows an Owner the ability to choose any other
form of annuity which is acceptable
to the Company.

Variable Annuity Payment Options

     Option 1: Variable Life Annuity with Guarantee Period

     This option provides for payments during a designated period
and thereafter throughout the life
time of the Annuitant.  The designated period may be 5, 10, 15 or
20 years.  Upon death of the
Annuitant, for each remaining designated period, the amounts
payable under this payment option will be
paid to the Beneficiary.

     Option 2:  Variable Life Annuity

     This annuity is payable during the lifetime of the Annuitant. 
The annuity terminates with the last
payment due prior to the death of the Annuitant.  Since no minimum
number of payments is guaranteed,
this option may offer the maximum level of monthly payments of the
annuity options.  It is possible that
only one payment may be made if the Annuitant died before the date
on which the second payment was
due.  Upon the death of the Annuitant, all payments cease and no
amounts are payable to the
Beneficiary.

     Variable annuity payment options are subject to the following
provisions:

     Amount of First Payment

     The first payment under a variable annuity payment option will
be based on the value of the
amounts held in each Variable Sub-Account 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 payment option.

     Annuity Units

     The number of Annuity Units paid to the Annuitant for each
Variable Sub-Account is determined
by dividing the amount of the first monthly payment by its
Accumulation Unit Value on the 5th Valuation
Date preceding the date the first payment is due.  The number of
Annuity Units used to calculate each
payment for a Variable Sub-Account remains fixed during the Annuity
Payment Period.

     Amount of Payments after the First

     Payments after the first will vary depending upon the
investment experience of the Investment
Divisions.  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
payment is due.  The total amount of
each variable annuity payment will be the sum of the variable
annuity payments for each Variable Sub-
Account.  The Company  guarantees that the dollar amount of each
payment after the first will not be
affected by variations in expenses or mortality experience.

Transfers After the Annuity Commencement Date

     Once annuity payments have begun, no Transfers may be made
from a fixed annuity payment
option to a variable annuity payment option, or vice versa;
however, for variable annuity payment options,
Transfers may be made among Investment Divisions.  Transfers after
the annuity commencement date
will be made by converting the number of Annuity Units being
Transferred to the number of Accumulation
Units of the Variable Sub-Account to which the Transfer is made. 
The result will be that the next annuity
payment, if it were made at that time, would be the same amount
that it would have been without the
Transfer.  Thereafter, annuity payments will reflect changes in the
value of the new Annuity Units.  

***

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

     If the age or sex of the Annuitant has been misstated, the
payments established will be made on the
basis of the correct age or sex.  If payments were too large
because of misstatement, the difference with
interest may be deducted by the Company from the next payment or
payments.  If payments were too small,
the difference with interest may be added by the Company to the
next payment.  This interest is at an annual
effective rate which will not be less than the Contractual
Guarantee of a Minimum Rate of Interest or greater
than 6% as determined by the Company.

     The Payment Commencement Date and annuity options available
for IRAs may also be controlled
by endorsements, the plan documents, or applicable law.

     Once payments start under the annuity form selected by the
Owner: (a) no changes can be made
in the annuity form, (b) no additional Contributions will be
accepted under the Contract, and (c) no further
withdrawals, other than withdrawals made to provide annuity
benefits, will be allowed.

                                ***

     A portion or the entire amount of the annuity payments may be
taxable as ordinary income. If, at the
time the annuity payments 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 payments 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.  (See "Federal Tax-Matters,"
below.)

___________________________________________________________________

                        FEDERAL TAX MATTERS
___________________________________________________________________

Introduction

     The following discussion is a general description of federal
income tax considerations relating to the
Contracts and is not intended as tax advice.  Further, this
discussion is based on the assumption 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 of the
situations in which a person may be entitled to or
may receive a distribution under the Contract.  Any person
concerned about these tax implications 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 payments, 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.  In addition, certain
requirements must be satisfied in purchasing an IRA and receiving
distributions from an IRA in order to
continue receiving favorable tax treatment.  Therefore, purchasers
of 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 IRA is
purchased with proceeds from and/or Contributions that qualify for
the intended special federal income tax
treatment.

Tax Status

     The Company is taxed as a life insurance company under Part I
of Subchapter L of the Code.

Taxation of Annuities

In General

     Section 72 of the Code governs taxation of annuities in
general.  An Owner who is a natural person
generally is not taxed on increases (if any) in the value of an
Annuity Account Value until distribution occurs
by withdrawing all or part of the Annuity Account Value (e.g.,
withdrawals or annuity payments under the
annuity form elected).  However, under certain circumstances, the
Owner may be subject to taxation
currently.  In addition, an assignment, pledge, or agreement to
assign or pledge any portion of the Annuity
Account Value generally will be treated as a distribution.  The
taxable portion of a distribution (in the form
of a single sum payment or an annuity) is taxable as ordinary
income.  An IRA Contract may not be assigned
as collateral.

     The Owner of any annuity contract who is not a natural person
(e.g. a corporation) 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
does not apply where the non-natural person
is the nominal owner of a Contract and the beneficial owner is a
natural person.  The rule also does not apply
in the following circumstances:  (1) where the annuity Contract is
acquired by the estate of a decedent, (2)
where the Contract is held under an IRA, (3) where the Contract is
a qualified funding asset for a structured
settlement, and (4) where the Contract is purchased on behalf of an
employee upon termination of a qualified
plan.  A prospective Owner that is not a natural person may wish to
discuss these matters with a competent
tax adviser.

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

Withdrawals

     In the case of a withdrawal under an IRA, including
withdrawals under the Periodic Withdrawal Option,
a ratable 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 total accrued benefit
under the retirement plan.  The "investment in the contract"
generally equals the amount of any nondeductible
Contributions paid by or on behalf of any individual.  Special tax
rules may be available for certain
distributions from an IRA.

     With respect to Non-Qualified Contracts, partial withdrawals,
including Periodic Withdrawals, 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. 
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
annuity payment is taxed at ordinary income tax
rates.

Annuity Payments

     Although the tax consequences may vary depending on the
annuity form elected under the Contract,
in general, only the portion of the annuity payment that represents
the amount by which the Annuity Account
Value exceeds the "investment in the contract" will be taxed; after
the investment in the contract is recovered,
the full amount of any additional annuity payments is taxable.  For
fixed annuity payments, in general there
is no tax on the portion of each payment which represents the same
ratio that the "investment in the contract"
bears to the total expected value of the annuity payments for the
term of the payments; however, the
remainder of each annuity payment is taxable.  Once the investment
in the Contract has been fully recovered,
the full amount of any additional annuity payments is taxable.  If
the annuity payments cease as a result of
an Annuitant's death before full recovery of the "investment in the
contract," you should consult a competent
tax adviser regarding the deductibility of the unrecovered amount.

Penalty Tax

     In the case of a distribution pursuant to a Non-Qualified
Contract, there may be imposed a federal
income tax penalty equal to 10% of the amount treated as taxable
income.  In general, however, there is no
penalty tax on distributions:  (1) made on or after the date on
which the recipient of payments under the
Contract attains age 59 1/2; (2) made as a result of death or
disability of the recipient of payments under the
Contract; or (3) received in substantially equal periodic payments
as a life annuity or a joint and survivor
annuity for the lives or life expectancies of the Owner and a
"designated beneficiary."  Other exemptions or
tax penalties may apply to certain distributions pursuant to an
IRA.  For more details regarding these
exemptions or penalties consult a competent tax adviser.

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 includible in the income of the
recipient as follows: (1) if distributed in a lump
sum, they are taxed in the same manner as a full surrender, as
described above, or (2) if distributed under
an annuity form, they are taxed in the same manner as annuity
payments, as described above.

Distribution-at-Death Rules

     In order to be treated as an annuity contract, the terms of
the Contract must provide the following
two distribution rules:  (A) if any Contract Owner dies on or after
the date annuity payments commence, and
before the entire interest in the Contract has been distributed,
the remainder of his interest will not be
distributed under a slower distribution schedule than that provided
for in the method in effect on the Contract
Owner's death; and (B) if any Contract Owner dies before the date
annuity payments commence, his entire
interest must generally be distributed within five years after the
date of death provided that if such interest
is payable to a designated Beneficiary, then such interest may be
made over the life of that designated
Beneficiary or over a period not extending beyond the life
expectancy of that Beneficiary, so long as
payments commence within one year after the Contract Owner's death.

If the sole designated Beneficiary
is the spouse of the Contract Owner, the Contract may be continued
in the name of the spouse as Contract
Owner.  The designated Beneficiary is the natural person designated
by the terms of the Contract or by the
Contract Owner as the individual to whom ownership of the contract
passes by reason of the Contract
Owner's death.  If the Contract Owner is not an individual, then
for purposes of the distribution at death rules,
the Primary Annuitant is considered the Contract Owner.  In
addition, when the Contract Owner is not an
individual, a change in the Primary Annuitant is treated as the
death of the Contract Owner. 

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 to the
Owner that are not discussed herein.  An Owner contemplating any
such designation, transfer, assignment,
or exchange of a Contract should contact a competent tax adviser
with respect to the potential tax effects
of such a transaction.

Multiple Contracts

     All deferred, non-qualified annuity contracts that are issued
by the Company (or our affiliates) to the
same Owner during any calendar year will be treated as one annuity
contract for purposes of determining
the amount includible in gross income under section 72(e) of the
Code.  Amounts received under any such
Contract may be taxable (and may be subject to the 10% Penalty Tax)
to the extent of the combined income
in all such Contracts.  In addition, the Treasury Department has
specific authority to issue regulations that
prevent the avoidance of section 72(e) through the serial purchase
of annuity contracts or otherwise. 
Congress has also indicated that the Treasury Department may have
authority to treat the combination
purchase of an immediate annuity contract and separate deferred
annuity contracts as a single annuity
contract under its general authority to prescribe rules as may be
necessary to enforce the income tax laws.

Withholding

     Annuity distributions generally are subject to withholding for
the recipient's federal income tax liability
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.  

Possible Changes in Taxation

     In past years, legislation has been proposed that would have
adversely modified the federal taxation
of certain annuities.  For example, one such proposal would have
changed the tax treatment of non-qualified
annuities that did not have "substantial life contingencies" by
taxing income as it is credited to the annuity. 
There is always the possibility that the tax treatment of annuities
could change by legislation or other means
(such as IRS regulations, revenue rulings, judicial decisions,
etc.).  Moreover, it is also possible that any
change could be retroactive (that is, effective prior to the date
of the change).

Section 1035 Exchanges

     Code Section 1035 provides that no gain or loss shall be
recognized on the exchange of one annuity
contract for another.  A replacement contract obtained in a
tax-free exchange of contracts succeeds to the
status of the original contract.  Special rules apply to Contracts
issued prior to August 14, 1982.  Prospective
Owners wishing to take advantage of a Section 1035 exchange should
consult their tax adviser.

Individual Retirement Annuities

     The Contract may be used with IRAs as described in Section 408
of the Code.   Section 408 of the
Code 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" following the rules set out
in the Code to maintain favorable tax
treatment, to an Individual Retirement Annuity.  The sale of a
Contract for use with an IRA may be subject
to special disclosure requirements of the Internal Revenue Service.

Purchasers of the Contract for use with
IRA's will be provided with supplemental information required by
the Internal Revenue Service or other
appropriate agency.  Such purchasers will have the right to revoke
their purchase within seven days of
purchase of the IRA Contract.  

     Various tax penalties may apply to contributions in excess of
specified limits, aggregate distributions
in excess of $150,000 annually, 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. 
Purchasers should seek competent advice as to the suitability of
the Contract for use with IRA's.

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

     The Contract and prototype IRA endorsement have been submitted
for IRS approval and
determination that they are acceptable under Section 408 of the
Code, so that each individual who purchases
a Contract with an IRA endorsement will be considered to have
adopted a retirement savings program that
satisfies the requirements of Section 408 of the Code.  The IRS
approval is a determination only as to the
form of the Contract and does not represent a determination of the
merits of the Contract.

     At the time the Initial Contribution is paid, a prospective
purchaser must specify whether he or she
is purchasing a Non-Qualified Contract or an IRA.  If the initial
Contribution is derived from an exchange or
surrender of another annuity contract, we may require that the
prospective purchaser provide information with
regard to the federal income tax status of the previous annuity
contract.  We will require that persons
purchase separate Contracts if they desire to invest monies
qualifying for different annuity tax treatment
under the Code.  Each such separate Contract would require the
minimum initial Contribution stated above. 
Additional Contributions under a 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 such Contribution would be different from
that of the initial Contribution.

Seek Tax Advice

     The foregoing discussion of the federal income tax
consequences is only a brief summary and is not
intended as tax advice.  Further, the federal income tax
consequences discussed herein 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 the individual circumstances of each Owner or recipient
of the distribution.  A COMPETENT TAX
ADVISER SHOULD BE CONSULTED FOR FURTHER INFORMATION.
___________________________________________________________________

                      ASSIGNMENTS OR PLEDGES
___________________________________________________________________

     Generally, rights in the Contract may be assigned or pledged
for loans at any time during the life of
the Annuitant; however, if the Contract is an IRA, the Owner may
not assign the Contract as collateral.

     If a non-IRA Contract is assigned, the interest of the
assignee has priority over the interest of the
Owner 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 Company at
the Schwab Annuity Service Center. 
Any assignment is subject to any action taken or payment made by
the Company before the assignment was
processed.  The Company is 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 may be treated as
a distribution.  A competent tax adviser should be consulted for
further information.

___________________________________________________________________

                         PERFORMANCE DATA
___________________________________________________________________

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

     The yield of the Schwab Money Market Investment Division
refers to the annualized income generated
by an investment in that Investment Division over a specified
seven-day period.  The yield is calculated by
assuming that the income generated for that seven-day period is
generated each seven-day period over a
52-week period 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
Investment Division is assumed to be
reinvested.  The effective yield will be slightly higher than the
yield because of the compounding effect of this
assumed reinvestment. 

     The yield of an Investment Division (other than the Schwab
Money Market Investment Division) refers
to the annualized income generated by an investment in that
Investment Division over a specified thirty-day
period.  The yield is calculated by assuming that the income
generated by the investment during that thirty-
day period is generated each thirty-day period over a twelve-month
period and is shown as a percentage
of the investment.

     The yield calculations do not reflect the effect of any
Premium Tax that may be applicable to a
particular Contract.  To the extent that premium taxes are
applicable to a particular Contract, the yield of that
Contract will be reduced.  For a description of the methods used to
determine yield and total returns, see
the Statement of Additional Information.

Below is a table of performance related information for the Money
Market Investment Division for the stated
periods ended December 31, 1996:

Investment Division
Effective YieldMoney Market4.10%
     The average annual total return of an Investment Division
refers to return quotations assuming an
investment has been held in the Investment Division for various
periods of time including, but not limited to,
a period measured from the date the Investment Division commenced
operations.  When an Investment
Division has been in operation for 1, 5, and 10 years,
respectively, the average annual total return for these
periods will be provided.  The average annual total return
quotations will represent the average annual
compounded rates of return that would equate an initial investment
of $1,000 to the redemption value of that
investment (excluding Premium Tax) as of the last day of each of
the periods for which total return quotations
are provided.  For additional information regarding yields and
total returns calculated using the standard
formats briefly described herein, please refer to the Statement of
Additional Information.

Investment Division

One Year
Three Year
Five Year
Since Inception
Inception Date of Underlying Fund

Alger American 
Growth Portfolio
12.39%
15.18%
15.60%
17.58%
1/9/89

Alger American Small
Capitalization Portfolio
3.30%
11.89%
10.04%
17.70%
9/21/88

American Century VP Capital
Appreciation
-5.11%
 6.49%
 5.23%
 9.78%
11/20/87

American Century VP International
13.35%
N/A
N/A
12.17%
5/1/94

Berger IPT-Small Company
Growth Fund
N/A
N/A
N/A
-0.89%
4/15/96

Federated American Leaders
Fund II
20.55%
N/A
N/A
17.01%
2/10/94

Federated Fund for U.S.
Government Securities
 3.32%
N/A
N/A
 4.71%
3/28/94

Federated Utility Fund II
11.56%
N/A
N/A
10.63%
2/10/94

INVESCO VIF-High 
Yield Portfolio
15.60%
N/A
N/A
12.61%
5/1/94

INVESCO VIF-Industrial
Income Portfolio
21.25%
N/A
N/A
20.41%
8/1/94

INVESCO VIF-Total
Return Portfolio

11.23%
N/A
N/A
12.98%
6/1/94

Janus Aspen Aggressive
Growth Portfolio
 7.04%
15.97%
N/A
20.27%
9/13/93

Janus Aspen 
Growth Portfolio
17.45%
15.57%
N/A
15.21%
9/13/93

Janus Aspen Worldwide
Growth Portfolio
27.95%
17.59%
N/A
22.13%
9/13/93

Lexington Emerging Markets Fund
 6.55%
N/A
N/A
 0.56%
3/30/94

Montgomery Variable Series:
Growth Fund
N/A
N/A
N/A
26.14%
2/9/96

Montgomery Variable Series:
International Small-Cap Fund
N/A
N/A
N/A
N/A
11/27/96

SAFECO RST Equity Portfolio

Schwab Asset Director-High
Growth Portfolio
N/A
N/A
N/A
N/A
11/1/96

Schwab S&P 500 Portfolio
N/A
N/A
N/A
N/A
11/1/96

SteinRoe Capital Appreciation
Fund
25.87%
11.84%
16.37%
16.50%
1/1/89

Strong Discovery Fund II
-0.04%
 7.92%
N/A
11.30%
5/8/92

Van Eck Worldwide Hard Assets
Fund
17.04%
 6.72%
13.54%
 7.25%
9/1/89

     Performance information for any Investment Division reflects
only the performance of a hypothetical
Contract under which Annuity Account Value is allocated to an
Investment Division during a particular time
period on which the calculations are based.  Performance
information should be considered in light of the
investment objectives and policies and characteristics of the
Eligible Funds in which the Investment Division
invests, and the market conditions during the given time period,
and 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 (1) the ranking of any
Investment Division 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 persons who rank
separate accounts or other investment products on overall
performance or other criteria, and (2) 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 disclose cumulative
(non-annualized) total returns for the Investment
Divisions.  We may from time to time also disclose yield and
standard total returns for any or all Investment
Divisions.

     We may also advertise performance figures for the Investment
Divisions based on the performance
of an Eligible Fund 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, San Francisco, California 94104, telephone
800-838-0650.

     Certain administrative services are provided by Schwab to
assist the Company in the processing of
the Contracts, which services are described in written agreements
between Schwab and the Company.  The
Company 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. 

___________________________________________________________________

                      SELECTED FINANCIAL DATA
___________________________________________________________________

     First GWL&A was incorporated on April 9, 1996 and had no
operations until receipt of its certificate
of authority from the Superintendent of Insurance of New York on  
         , 1997.  Please see the financial
statements of First Great-West Life & Annuity Insurance Company
included elsewhere in this Prospectus for
information related to its financial condition.

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
              CONDITION AND RESULTS OF OPERATIONS   

The Company
     
     The Company commenced operations as a New York domiciled life
insurer as of            , 1997.
Accordingly, as of the date of this Prospectus, the Company has not
had a significant operating history.  The
Company will operate in one business segment as a provider of life,
health and annuity products to groups
of individuals associated with employers or distributors; however,
the business operations of First GWL&A
will be segregated into two major business units:  the Employee
Benefits division, which distributes life,
health, disability income insurance and 401(k) products to employee
groups, primarily to small-to-mid-sized
corporations; and the Financial Services Division, which
distributes accumulation and payout annuity
products for both group and individual clients, primarily in the
public\non-profit sectors, as well as insurance
products for individual clients.

Liquidity and Capital Resources

     The principal short- and long-term liquidity needs of the
Company will be closely managed to satisfy
policyholder benefits.  The liquidity needs of the Company will be
closely managed through cash flow
matching of assets and liabilities, and the forecasting of earned
and required yields to ensure consistency
between policyholder requirements and the yield of assets.

Regulation and Reserves

     The Company is subject to regulation and supervision by the
insurance departments of the state in
which it is licensed.  This regulation covers a variety of areas,
including policy reserve requirements,
adequacy of company capital and surplus, operational standards, and
financial accounting policies and
procedures.  

     Pursuant to state insurance laws and regulations, the Company
is obligated to hold policy reserves
to meet its obligations under all outstanding insurance contracts. 
These reserves are based on a number
of assumptions as to future experience.  Neither the reserve
requirements nor the other aspects of state
insurance regulation provide absolute protection to holders of
insurance contracts if the Company were to
experience unexpected losses (e.g., infectious diseases or
catastrophic investment losses).

Competition

     The Company is engaged in a business that is highly
competitive due to the large number of
insurance companies and other entities competing in marketing,
administering, and selling insurance
products.  There are approximately 2,300 insurers in the life
insurance business in the United States.

Segment Information

     The Company operates in one business segment as a provider of
life, health and annuity products
to groups of individuals associated with employers or distributors.

Employees and Facilities

     The Company has an administrative services agreement with
Great-West Life & Annuity Insurance
Company, to provide administrative support for all aspects of the
Company's business.  Great-West Life &
Annuity has approximately 4,300 employees in its U.S. operations. 
The Company's executive offices are
located at 125 Wolf Road, Albany, New York 12205.

State Regulation

     As a life insurance company organized and operated under New
York law, First GWL&A is subject
to provisions governing such companies and regulation by the New
York Superintendent of Insurance.

     First GWL&A's books and accounts are subject to review and
examination by the New York Division
of Insurance at any time, and a full examination of its operations
is conducted triennially. 

     In addition, First GWL&A is subject to comprehensive and
detailed regulation and supervision by the
supervisory agencies in each jurisdiction in which it conducts
business.  Each state's supervisory agency
has broad administrative authority which includes, but is not
limited to, the power to regulate licenses to
transact business, trade practices, agent licensing, policy forms,
claims practices, underwriting practices,
reserve requirements, fixing maximum interest rates on life
insurance policy loans and minimum rates for
accumulation of surrender values, the form and content of required
financial statements and the type and
amounts of investments permitted.  First GWL&A is required to file
detailed annual reports with supervisory
agencies in each of the jurisdictions in which it does business and
its accounts are subject to examination
by such agencies at regular intervals.  Under insurance guaranty
fund laws in most states, insurers can be
assessed up to prescribed limits for insurance contract losses
incurred by insolvent companies.  

     In addition, most jurisdictions, including New York, regulate
affiliated groups of insurers such as First
GWL&A and its affiliates under insurance holding company
legislation.  Under such laws, intercorporate
transfers of assets and dividend payments from insurance
subsidiaries may be subject to prior notice or
approval, depending on the size of such transfers and payments in
relation to the financial position of the
company making the transfer.  Changes in control also are regulated
under these laws.

     Although the federal government generally does not directly
regulate the business of insurance,
federal initiatives often have an impact on the business in a
variety of ways.  Current and proposed federal
measures which may significantly affect First GWL&A's insurance
business include employee benefits
regulation, controls on medical care costs, insurance reform,
managed care regulation, medical entitlement
programs (e.g., Medicare), removal of barriers preventing banks
from engaging in the insurance and mutual
fund businesses, the taxation of insurance companies and the tax
treatment of insurance products.

     The Securities and Exchange Commission regulates certain
separate accounts of First GWL&A and
the mutual funds used as funding vehicles for those accounts.

Directors and Officers

     Set forth below is information concerning the Company's
directors and executive officers, together
with their principal occupation for the past five years.  Unless
otherwise indicated, all of the directors and
executive officers have been engaged for not less than five years
in their present principal occupation or in
another executive capacity with the companies or firms identified.

Directors                Principal Occupation Last 5 Years

Marcia D. Alazraki       Partner, Simpson Thacher & Bartlett

James Balog              Director of Great-West since March 1993;
                         previously Chairman,
                         Lambert Brussels Capital Corporation

James W. Burns, O.C.     Chairman of the Boards of Lifeco1 and GWL;
                         Deputy Chairman,
                         PCC2

Paul Desmarais, Jr.      Chairman and Co-Chief Executive Officer,
                         PCC; Chairman, PFC3

Robert Gratton           Chairman of the Board of Great-West;
                         President and Chief Executive
                         Officer, PFC

N. Berne Hart            Director of Great-West since February
                         1992; previously Chairman,
                         United Banks of Colorado, Inc.

Stuart Z. Katz           Partner, Fried, Frank, Harris, Shriver &
                         Jacobson

William T. McCallum      President and Chief Executive Officer,
                         Great-West; President and
                         Chief Executive Officer (U.S. Operations),
                         GWL

Brian E. Walsh           Partner, Trinity L.P. since January 1996;
                         previously Managing
                         Director and Co-head, Global Investment
                         Bank, Bankers Trust
                         Company

1 Great-West Lifeco Inc.
2 Power Corporation of Canada
3 Power Financial Corporation

Executive Officers       Principal Occupation Last 5 Years

William T. McCallum      President and Chief Executive Officer of
                         the Company and Great-
                         West; President and Chief Executive
                         Officer (U.S. Operations), GWL 

Dennis Low               Executive Vice President, Financial
                         Services of the Company, Great-
                         West and GWL

James D. Motz            Executive Vice President, Employee
                         Benefits of the Company, Great-
                         West and GWL

Robert D. Bond           Senior Vice President, Financial Services
                         of the Company, Great-
                         West and GWL; prior to May 1992, National
                         Director, Public
                         Marketing, Aetna Life Insurance Company

John T. Hughes           Senior Vice President, Chief Investment
                         Officer of the Company,
                         Great-West and GWL

D. Craig Lennox          Senior Vice President, General Counsel and
                         Secretary of the
                         Company and Great-West; Senior Vice
                         President and Chief U.S.
                         Legal Officer, GWL

Martin L. Rosenbaum      Senior Vice President, Employee Benefits
                         Operations of the
                         Company, Great-West and GWL

Douglas L. Wooden        Senior Vice President, Financial Services
                         of the Company, Great-
                         West and GWL

Executive Compensation

     Executive officers of the Company may also serve one or more
affiliated companies of First GWL&A. 
Allocations have been made as to each individual's time devoted to
his duties as an executive officer of the
Company.  The following table shows the cash compensation paid,
based on these allocations, to the Chief
Executive Officer and the other four most highly compensated
executive officers (collectively, the "Named
Executive Officers") whose allocated compensation exceeded $60,000,
for services rendered in all capacities
to the Company in 1996.

Compensation Table

Name and 
Principal Position
Year
Annual 
Compensation(1) / Salary ($)           Bonus  ($)
Long-Term
Compensation Awards / Securities Under Options Granted (2)

W.T. McCallum,
President and 
Chief Executive
Officer
1996
0                     0
None

D. Low, Executive
Vice President,
Financial Services
1996
0                     0
None

J.T. Hughes, Senior
Vice President, Chief
Investment Officer
1996
0                     0
None

D.L. Wooden, Senior
Vice President,
Financial Services
1996
0                     0
None

J.D. Motz,
Executive Vice
President, Employee
Benefits
1996
0                     0
None

(1) The aggregate of perquisites and other personal benefits,
securities or property provided to each Named
Executive Officer in 1996 did not exceed the lesser of $50,000 and
10% of the total of the individual's annual
salary and bonus.

(2) Options are for common shares of Lifeco ("Lifeco Options"). 
Lifeco options are granted by Great-West
Lifeco pursuant to the Great-West Lifeco Inc. Stock Option Plan
which was approved by Great-West Lifeco
shareholders on April 24, 1996.  Lifeco options become exercisable
20% per year commencing on the first
anniversary date of the grant and expire 10 years after the date of
the grant.

Pension Plan Table

     The following table sets out the pension benefits payable to
the Named Executive Officers by Great-
West Life or the Company, as of December 31, 1996.

                      Employees' Pension Plan

Remuneration  ($)
Years of Service
15             20             25             30             35
400,000        
120,000        160,000       200,000         240,000      240,000

500,000
150,000        200,000       250,000         300,000      300,000

600,000
180,000        240,000       300,000         360,000      360,000

700,000
210,000        280,000       350,000         420,000      420,000

800,000
240,000        320,000       400,000         480,000      480,000

900,000
270,000        360,000       450,000         540,000      540,000

1,000,000
300,000        400,000       500,000         600,000      600,000

The Named Executive Officers have the following years of service:

Name           Years of Service
W.T. McCallum  30
D. Low         31
J.T. Hughes    6
D.L. Wooden    5
J.D. Motz      27

For W.T. McCallum, the benefits shown are payable commencing
December 31, 2000, and remuneration is
the average of the highest 36 consecutive months of compensation
during the last 86 months of employment. 
For D. Low, J.T. Hughes, D.L. Wooden and J.D. Motz, the benefits
shown are payable upon the attainment
of age 62, and remuneration is the average of the highest 60
consecutive months of compensation during
the last 86 months of employment.  Compensation includes salary and
bonuses prior to any deferrals.  The
normal form of pension is a life only annuity.  Other optional
forms of pension payment are available on an
actuarially equivalent basis.  The benefits listed in the table are
subject to deduction for social security and
other retirement benefits.
Ownership of Securities

     All of the Company's outstanding shares are owned by
Great-West Life & Annuity Insurance
Company, 8515 East Orchard Road, Englewood, CO 80111.  GWL&A is in
turn owned 100% by the Great-
West Life Assurance Company, 100 Osborne Street North, Winnipeg,
Manitoba, Canada R3C 3A5.  The
Great-West Life Assurance Company is owned 99.5% by Great-West
Lifeco Inc., both of which share the
same address.  Great-West Lifeco Inc. is owned 86.5% by Power
Financial Corporation, 751 Victoria Square,
Montreal, Quebec, Canada H2Y 2J3.  It is owned 68.3% by 171263
Canada Inc., which is owned 100% by
Power Corporation of Canada, both of which share the same address
as Power Financial Corporation.  Mr.
Paul Desmarais, 751 Victoria Square, Montreal, Quebec, Canada H2Y
2J3, through a group of private holding
companies, which he controls, has voting control of Power
Corporation of Canada.

___________________________________________________________________

                           VOTING RIGHTS
___________________________________________________________________

     To the extent required by applicable law, all Eligible Fund
shares held in the Series Account will be
voted by the Company at regular and special shareholder meetings of
the respective Eligible Funds in
accordance with instructions received from persons having voting
interests in the corresponding Investment
Division.  If, however, the 1940 Act or any regulation thereunder
should be amended, or if the present
interpretation thereof should change, or if we determine that we
are allowed to vote all Eligible Funds shares
in our own rights, we may elect to do so.

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

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

     Shares as to which no timely instructions are received and
shares held by us as to which Owners
have no beneficial interest will be voted in proportion to the
voting instructions which are received with
respect to all Contracts participating in the Investment Division. 
Voting instructions to abstain on any item
to be voted upon will be applied on a pro rata basis to reduce the
votes eligible to be cast.

     Each person or entity having a voting interest in a Investment
Division will receive proxy material,
reports and other material relating to the appropriate Eligible
Fund.

     It should be noted that generally the Eligible Funds are not
required to, and do not intend to, hold
annual or other regular meetings of shareholders.

     Contract Owners have no voting rights in the Company.
___________________________________________________________________

                  RIGHTS RESERVED BY THE COMPANY
___________________________________________________________________

     The Company reserves the right to make certain changes if, in
its judgment, they 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, the Company will obtain your approval
of the changes and approval from any
appropriate regulatory authority.  Such approval may not be
required in all cases, however.  Examples of the
changes the Company may make include:

     -  To operate the Series Account in any form permitted under
the Investment Company Act of 1940
     or in any other form permitted by law.

     -  To transfer any assets in any Investment Division to
another Investment Division, or to one or more
     separate accounts, or to a Guarantee Period; or to add,
combine or remove Investment Divisions of
     the Series Account.

     -  To substitute, for the Eligible Fund shares in any
Investment Division, the shares of another Eligible
     Fund or shares of another investment company or any other
investment permitted by law.

     -  To make any changes required by the Internal Revenue Code
or by any other applicable law in
     order to continue treatment of the Contract as an annuity.

     -  To change the time or time of day at which a Valuation Date
is deemed to have ended.

     -  To make any other necessary technical changes in the
Contract in order to conform with any
     action the above provisions permit the Company to take,
including to change the way the Company
     assess charges, but without increasing as to any then
outstanding Contract the aggregate amount
     of the types of charges which the Company has guaranteed.

___________________________________________________________________

                         LEGAL PROCEEDINGS
___________________________________________________________________

     There are at present no material legal proceedings to which
the Series Account is a party or to which
the assets of the Series Account are subject.  The Company is not
currently a party to, and its property is
not currently subject to, any material legal proceedings.  The
lawsuits to which the Company 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
the Company.  

___________________________________________________________________

                           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 Berenson
& Johnson LLP.  The organization of
the Company, the Company's authority to issue the Contract, and the
validity of the form of the Contract have
been passed upon by W. Kay Adam, Vice President, Counsel and
Associate Secretary of the Company.

___________________________________________________________________

                              EXPERTS
___________________________________________________________________

     The balance sheet of First Great-West Life & Annuity Insurance
Company as of April 4, 1997 included
in this prospectus has been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report
appearing herein, and is included in reliance upon the report of
such firm given upon their authority as
experts in accounting and auditing.

___________________________________________________________________

                       AVAILABLE INFORMATION
___________________________________________________________________

     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
set forth in the Registration Statement and
exhibits thereto.  Reference is hereby made to the Registration
Statement and exhibits for further information
relating to us and the Contracts. Statements contained in this
Prospectus, as to the content of the Contracts
and other legal instruments, are summaries.  For a complete
statement of the terms thereof, reference is
made to the instruments as filed as exhibits to the Registration
Statement.  The Registration Statement and
its exhibits may be inspected and copied at the offices of the
Commission located at 450 Fifth Street, N.W.,
Washington, D.C.

     The Statement of Additional Information contains more specific
information relating to the Series
Account and First GWL&A.  The Table of Contents of the Statement of
Additional Information is set forth
below:

     1.   General Information
     2.   First Great-West Life & Annuity Insurance Company and the
Variable Annuity-1 Series
          Account
     3.   Calculation of Annuity Payments
     4.   Postponement of Payments
     5.   Services
     6.   Withholding
     7.   Calculation of Performance Data
Appendix A

On the following pages 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

     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:                  7.00%
     Amount Surrendered: $10,000
     N:                  65

          MVAF =    {[(1 + i)/(1 + j)]N/12} - 1 
               =    {[1.0615/1.07]65/12} - 1
               =    .957718 - 1
               =    -.042282

          MVA  =    (amount Transferred or surrendered) x MVAF
               =    $10,000 x - .042282
               =    - $422.82

          Surrender Value = (amount Transferred or surrendered +
MVA)x(1-CDSC)
                         =    ($10,000 + - $422.82)x(1-0)
                         =    $9,577.18

     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)]N/12} - 1
               =    {[1.0615/1.05]65/12} - 1
               =    .060778

          MVAF =    (amount Transferred or surrendered) x MVAF
               =    $10,000 x .060778
               =    $607.78

          Surrender Value = (amount Transferred or surrendered +
MVA)x(1-CDSC)
                         =    ($10,000 + $607.78)x(1-0)
                         =    $10,607.78

     Example #3 - Flat 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:                  6.24%
     Amount Surrendered: $10,000
     N:                  65

          MVAF =    {[(1 + i)/(1 + j)]N/12} - 1
               =    {[1.0615/1.0624]65/12} - 1
               =    .995420 - 1
               =    -.004580
               
          MVA  =    (amount Transferred or surrendered) x MVAF
               =    $10,000 x -.004589
               =    $45.80

          Surrender Value = (amount Transferred or surrendered +
MVA)x(1-CDSC)
                         =    ($10,000 + $45.80)x(1-0)
                         =    $9,954.20

     Example #4 - N<6 (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)]N/12} - 1
          =    {[1.0615/1.071]5/12} - 1
          =    .99629 - 1
          =    -.00371
          However, N<6, so MVAF = 0

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

     Surrender Value = (amount Transferred or surrendered +
MVA)x(1-CDSC)
                    =    ($10,000 + $0)x(1-0)
                    =    $10,000
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
(A wholly-owned subsidiary of
  Great-West Life & Annuity Insurance Company)

Balance Sheet as of April 4, 1997 and
Independent Auditors' Report

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholder
     of First Great-West Life & Annuity Insurance Company:

We have audited the accompanying balance sheet of First Great-West
Life & Annuity Insurance Company (a wholly-owned subsidiary of
Great-West Life & Annuity Insurance Company) as of April 4, 1997. 
This financial statement is the responsibility of the Company's
management.  Our responsibility is to express an opinion on this
financial statement based on our audit.

We conducted our audit in accordance with generally accepted
standards.  Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statement.  An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, such balance sheet presents fairly, in all material
respects, the financial position of First Great-West Life & Annuity
Insurance Company as of April 4, 1997 in conformity with generally
accepted accounting principles.

/s/ Deloitte & Touche LLP

Deloitte & Touche  LLP
Denver, Colorado

April 14, 1997

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

BALANCE SHEET
APRIL 4, 1997

ASSETS
Cash
$6,000,000
          TOTAL ASSETS
$6,000,000

STOCKHOLDER'S EQUITY
Common stock, $1,000 par value, 2,000 shares authorized,
$2,000,000
   issued and outstanding
Additional paid-in capital
$4,000,000
          TOTAL STOCKHOLDER'S EQUITY
$6,000,000

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS
APRIL 4, 1997

1.   ORGANIZATION

     Organization - First Great-West Life & Annuity Insurance
Company (the Company) is a wholly-owned subsidiary of Great-West
Life & Annuity Insurance Company (The Parent Corporation).  The
Company was incorporated as a stock life insurance company on April
9, 1996 in the State of New York and was capitalized on April 4,
1997 through a $6,000,000 cash investment from its Parent for 2,000
shares of common stock.  The Company is currently seeking licensure
as an insurance company in the State of New York.

     Basis of Presentation - The preparation of financial
statements in conformity with generally accepted accounting
principles which requires management to make estimates and
assumptions that affected the reported amounts of assets and
liabilities at the date of the financial statements.  Actual
results could differ from those estimates.

2.   SIGNIFICANT ACCOUNTING PRINCIPLES

     Cash - cash includes only amounts in demand deposit accounts.
PART II

             INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The estimated expenses of the issuance and distribution of the
Contracts, other than commissions
on sales of the Contracts are as follows:

     Securities and Exchange Commission fee       $    303.03
     Accounting fees and expenses                 $  5,000.00
     Legal fees and expenses                      $ 20,000.00

Item 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Provisions exist under the laws of the state of New York
and the Bylaws of First GWL&A
whereby First GWL&A may indemnify a director, officer, or
controlling person of First GWL&A against
liabilities arising under the Securities Act of 1933.  The
following excerpts contain the substance of these
provisions:

                     New York Corporate Code

Section 721. Nonexclusivity of statutory provisions for
indemnification of directors and officers.

The indemnification and advancement of expenses granted pursuant
to, or provided by, this article shall
not be deemed exclusive of any other rights to which a director or
officer seeking indemnification or
advancement of expenses may be entitled, whether contained in the
certificate of incorporation or the
by-laws or, when authorized by such certificate of incorporation or
by-laws, (i) a resolution of shareholders,
(ii) a resolution of directors, or (iii) an agreement providing for
such indemnification, provided that no
indemnification may be made to or on behalf of any director or
officer if a judgment or other final
adjudication adverse to the director or officer establishes that
his acts were committed in bad faith or were
the result of active and deliberate dishonesty and were material to
the cause of action so adjudicated, or
that he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.
Nothing contained in this article shall affect any rights to
indemnification to which corporate personnel
other than directors and officers may be entitled by contract or
otherwise under law.

Section 722. Authorization for indemnification of directors and
officers.
  
(a) A corporation may indemnify any person made, or threatened to
be made, a party to an action or
proceeding ( other than one by or in the right of the corporation
to procure a judgment in its favor),
whether civil or criminal, including an action by or in the right
of any other corporation of any type or kind,
domestic or foreign, or any partnership, joint venture, trust,
employee benefit plan or other enterprise,
which any director or officer of the corporation served in any
capacity at the request of the corporation,
by reason of the fact that he, his testator or intestate, was a
director or officer of the corporation, or served
such other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise in any
capacity, against judgments, fines, amounts paid in settlement and
reasonable expenses, including
attorneys' fees actually and necessarily incurred as a result of
such action or proceeding, or any appeal
therein, if such director or officer acted, in good faith, for a
purpose which he reasonably believed to be
in, or, in the case of service for any other corporation or any
partnership, joint venture, trust, employee
benefit plan or other enterprise, not opposed to, the best
interests of the corporation and, in criminal
actions or proceedings, in addition, had no reasonable cause to
believe that his conduct was unlawful.
  
(b) The termination of any such civil or criminal action or
proceeding by judgment, settlement, conviction
or upon a plea of nolo contendere, or its equivalent, shall not in
itself create a presumption that any such
director or officer did not act, in good faith, for a purpose which
he reasonably believed to be in, or, in
the case of service for any other corporation or any partnership,
joint venture, trust, employee benefit plan
or other enterprise, not opposed to, the best interests of the
corporation or that he had reasonable cause
to believe that his conduct was unlawful.
  
(c) A corporation may indemnify any person made, or threatened to
be made, a party to an action by or
in the right of the corporation to procure a judgment in its favor
by reason of the fact that he, his testator
or intestate, is or was a director or officer of the corporation,
or is or was serving at the request of the
corporation as a director or officer of any other corporation of
any type or kind, domestic or foreign, of
any partnership, joint venture, trust, employee benefit plan or
other enterprise, against amounts paid in
settlement and reasonable expenses, including attorneys' fees,
actually and necessarily incurred by him
in connection with the defense or settlement of such action, or in
connection with an appeal therein, if
such director or officer acted, in good faith, for a purpose  which
he reasonably believed to be in, or, in
the case of service for any other corporation or any partnership,
joint venture, trust, employee benefit plan
or other enterprise, not opposed to, the best interests of the
corporation, except that no indemnification
under this paragraph shall be made in respect of (1) a threatened
action, or a pending action which is
settled or otherwise disposed of, or (2) any claim, issue or matter
as to which such person shall have
been adjudged to be liable to the corporation, unless and only to
the extent that the court in which the
action was brought, or, if no action was brought, any court of
competent jurisdiction, determines upon
application that, in view of all the circumstances of the case, the
person is fairly and reasonably entitled
to indemnity for such portion of the settlement amount and expenses
as the court deems proper.

(d) For the purpose of this section, a corporation shall be deemed
to have requested a person to serve
an employee benefit plan where the performance by such person of
his duties to the corporation also
imposes duties on, or otherwise involves services by, such person
to the plan or participants or
beneficiaries of the plan; excise taxes assessed on a person with
respect to an employee benefit plan
pursuant to applicable law shall be considered fines; and action
taken or omitted by a person with respect
to an employee benefit plan in the performance of such person's
duties for a purpose reasonably believed
by such person to be in the interest of the participants and
beneficiaries of the plan shall be deemed to
be for a purpose which is not opposed to the best interests of the
corporation.

Section 723. Payment of indemnification other than by court award.

(a) A person who has been successful, on the merits or otherwise,
in the defense of a civil or criminal
action or proceeding of the character described in section 722
shall be entitled to indemnification as
authorized in such section.

(b) Except as provided in paragraph (a), any indemnification under
section 722 or otherwise permitted
by section 721, unless ordered by a court under section 724
(Indemnification of directors and officers by
a court), shall be made by the corporation, only if authorized in
the specific case:

(1) By the board acting by a quorum consisting of directors who are
not parties to such action or
proceeding upon a finding that the director or officer has met the
standard of conduct set forth in
section 722 or established pursuant to section 721, as the case may
be, or,

(2) If a quorum under subparagraph (1) is not obtainable or, even
if obtainable, a quorum of disinterested
directors so directs; (A) By the board upon the opinion in writing
of independent legal counsel that
indemnification is proper in the circumstances because the
applicable standard of conduct set forth in
such sections has been met by such director or officer, or (B) By
the shareholders upon a finding that
the director or officer has met the applicable standard of conduct
set forth in such sections.

(c) Expenses incurred in defending a civil or criminal action or
proceeding may be paid by the corporation
in advance of the final disposition of such action or proceeding
upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount as, and to
the extent, required by paragraph (a)
of section 725.

Section 724. Indemnification of directors and officers by a court.

(a) Notwithstanding the failure of a corporation to provide
indemnification, and despite any contrary
resolution of the board or of the shareholders in the specific case
under section 723 (Payment of
indemnification other than by court award), indemnification shall
be awarded by a court to the extent
authorized under section 722 (Authorization for indemnification of
directors and officers), and paragraph
(a) of section 723.  Application therefor may be made, in every
case, either:

(1) In the civil action or proceeding in which the expenses were
incurred or other amounts were paid, or

(2) To the supreme court in a separate proceeding, in which case
the application shall set forth the
disposition of any previous application made to any court for the
same or similar relief and also
reasonable cause for the failure to make application for such
relief in the action or proceeding in which
the expenses were incurred or other amounts were paid.

(b) The application shall be made in such manner and form as may be
required by the applicable rules
of court or, in the absence thereof, by direction of a court to
which it is made. Such application shall be
upon notice to the corporation. The court may also direct that
notice be given at the expense of the
corporation to the shareholders and such other persons as it may
designate in such manner as it may
require.

(c) Where indemnification is sought by judicial action, the court
may allow a person such reasonable
expenses, including attorneys' fees, during the pendency of the
litigation as are necessary in
connection with his defense therein, if the court shall find that
the defendant has by his pleadings or
during the course of the litigation raised genuine issues of fact
or law.

Section 725. Other provisions affecting indemnification of
directors and officers.

(a) All expenses incurred in defending a civil or criminal action
or proceeding which are advanced by the
corporation under paragraph (c) of section 723 (Payment of
indemnification other than by court award)
or allowed by a court under paragraph (c) of section 724
(Indemnification of directors and officers by a
court) shall be repaid in case the person receiving such
advancement or allowance is ultimately found,
under the procedure set forth in this article, not to be entitled
to indemnification or, where indemnification
is granted, to the extent the expenses so advanced by the
corporation or allowed by the court exceed
the indemnification to which he is
entitled.

(b) No indemnification, advancement or allowance shall be made
under this article in any circumstance
where it appears:

(1) That the indemnification would be inconsistent with the law of
the jurisdiction of incorporation of a
foreign corporation which prohibits or otherwise limits such
indemnification;

(2) That the indemnification would be inconsistent with a provision
of the certificate of incorporation, a
by-law, a resolution of the board or of the shareholders, an
agreement or other proper corporate action,
in effect at the time of the accrual of the alleged cause of action
asserted in the threatened or pending
action or proceeding in which the expenses were incurred or other
amounts were paid, which prohibits
or otherwise limits indemnification; or

(3) If there has been a settlement approved by the court, that the
indemnification would be inconsistent
with any condition with respect to indemnification expressly
imposed by the court in approving the
settlement.

(c) If any expenses or other amounts are paid by way of
indemnification, otherwise than by court order
or action by the shareholders, the corporation shall, not later
than the next annual meeting of
shareholders unless such meeting is held within three months from
the date of such payment, and, in any
event, within
fifteen months from the date of such payment, mail to its
shareholders of record at the time entitled to vote
for the election of directors a statement specifying the persons
paid, the amounts paid, and the nature
and status at the time of such payment of the litigation or
threatened litigation.

(d) If any action with respect to indemnification of directors and
officers is taken by way of amendment
of the by-laws, resolution of directors, or by agreement, then the
corporation shall, not later than the next
annual meeting of shareholders, unless such meeting is held within
three months from the date of such
action, and, in any event, within fifteen months from the date of
such action, mail to its shareholders of
record at the time entitled to vote for the election of directors
a statement specifying the action taken.

(e) Any notification required to be made pursuant to the foregoing
paragraph (c) or (d) of this section by
any domestic mutual insurer shall be satisfied by compliance with
the corresponding provisions of section
one thousand two hundred sixteen of the insurance law.

(f) The provisions of this article relating to indemnification of
directors and officers and insurance therefor
shall apply to domestic corporations and foreign corporations doing
business in this state, except as
provided in section 1320 (Exemption from certain provisions).

Section 726. Insurance for indemnification of directors and
officers.

(a) Subject to paragraph (b), a corporation shall have power to
purchase and maintain insurance:

(1) To indemnify the corporation for any obligation which it incurs
as a result of the indemnification of
directors and officers under the provisions of this article, and 

(2) To indemnify directors and officers in instances in which they
may be indemnified by the corporation
under the provisions of this article, and

(3) To indemnify directors and officers in instances in which they
may not otherwise be indemnified by
the corporation under the provisions of this article provided the
contract of insurance covering such
directors and officers provides, in a manner acceptable to the
superintendent of insurance, for a retention
amount and for co-insurance.

(b) No insurance under paragraph (a) may provide for any payment,
other than cost of defense, to or on
behalf of any director or officer:

(1) if a judgment or other final adjudication adverse to the
insured director or officer establishes that his
acts of active and deliberate dishonesty were material to the cause
of action so adjudicated, or that he
personally gained in fact a financial profit or other advantage to
which he was not legally entitled, or

(2) in relation to any risk the insurance of which is prohibited
under the insurance law of this state.

(c) Insurance under any or all subparagraphs of paragraph (a) may
be included in a single contract or
supplement thereto. Retrospective rated contracts are prohibited.

(d) The corporation shall, within the time and to the persons
provided in paragraph (c) of section 725
(Other provisions affecting indemnification of directors or
officers), mail a statement in respect of any
insurance it has purchased or renewed under this section,
specifying the insurance carrier, date of the
contract, cost of the insurance, corporate positions insured, and
a statement explaining all sums, not
previously reported in a statement to shareholders, paid under any
indemnification insurance contract.

(e) This section is the public policy of this state to spread the
risk of corporate management,
notwithstanding any other general or special law of this state or
of any other jurisdiction including the
federal government.

                      Bylaws of First GWL&A

Article II, Section 11.  Indemnification of Directors.

The corporation may, by resolution of the Board of Directors,
indemnify and save harmless out of the
funds of the Company to the extent permitted by applicable law, any
Director, Officer, or employee of the
corporation or any member or officer of any Committee, and his or
her heirs, executors and
administrators, from and against all claims, liabilities, costs,
charges, and expenses whatsoever that any
such Director, Officer, employee or any such member or officer
sustains or incurs in or about any action,
suit, or proceeding that is brought, commenced, or prosecuted
against him or her for or in respect of any
act, deed, matter or thing whatsoever made, done, or permitted by
him or her in or about the execution
of the duties of his or her office or employment with the
corporation, or in or about the execution of his
or her duties as a Director or Officer of another company which he
or she so serves at the request and
on behalf of the corporation, or in or about the execution of his
or her duties as a member or officer of
any such Committee, and all other claims, liabilities, costs,
charges and expenses that he or she sustains
or incurs, in or about or in relation to any such duties or the
affairs of the corporation, the affairs of such
other company which he or she so serves or the affairs of such
Committee, except such claims, liabilities,
costs, charges or expenses as are occasioned by acts of omissions
which were in bad faith, involved
intentional misconduct, a violation of the New York Insurance Law
or a knowing violation of any other law
or which resulted in such person gaining in fact a financial profit
or other advantage to which he or she
was not entitled.  The corporation may, by resolution of the Board
of Directors, indemnify and save
harmless out of the funds of the corporation to the extent
permitted by applicable law, any Director,
Officer, or employee of any subsidiary corporation of the
corporation on the same basis, and within the
same constraints as, described in the preceding sentence.  No
payment of indemnification shall be made
unless notice has been filed with the Superintendent of Insurance
pursuant to Section 1216 of the New
York Insurance Law.

Item 15.RECENT SALES OF UNREGISTERED SECURITIES

       Not applicable.

Item 16.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

  1.   Form of Principal Underwriter and Distribution Agreement
filed herewith as Exhibit 1.

  2.   Not applicable.

  3.   (a)  Articles of Incorporation of First Great-West Life &
Annuity Insurance Company filed
       herewith as Exhibit 3(a).

       (b)  Bylaws of First Great-West Life & Annuity Insurance
Company filed herewith as Exhibit
       3(b).

  4.   (a)  Form of Combination Fixed and Variable Group Annuity
Contract filed herewith as Exhibit
       4(a).

       (b)  Form of IRA Endorsement filed herewith as Exhibit 4(b).

  5.   Opinion and consent of                                as to
the legality of the securities being
       registered to be filed by amendment.

  6.   Not applicable.

  7.   Not applicable.

  8.   Not applicable.

  9.   Not applicable.

  10.  Administrative Services Agreement between First Great-West
Life & Annuity Insurance
       Company and Great-West Life & Annuity Insurance Company to
be filed by amendment.

  11.  Not applicable.

  12.  Not applicable.

  13.  Not applicable.

  14.  Not applicable.

  15.  Not applicable.

  16.  Not applicable.

  17.  Not applicable.

  18.  Not applicable.

  19.  Not applicable.

  20.  Not applicable.

  21.  Not applicable.

  22.  Not applicable.

  23.  (a)  Consent of Jorden Burt Berenson & Johnson LLP, filed
herewith as Exhibit 23(a).

       (b)  Consent of Deloitte & Touche LLP, filed herewith as
Exhibit 23(b).

  24.  Power of Attorney for Ms. Alazraki, Messrs. Balog, Burns,
Desmarais, Jr., Gratton, Hart, Katz
       and Walsh  filed herewith as Exhibit 24.

  25.  Not applicable.

  26.  Not applicable.

  27.  Financial Data Schedule for First Great-West Life & Annuity
Insurance Company.

Item 17.UNDERTAKINGS

  The Registrant hereby undertakes:

  (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to
  this registration statement:

       (i)  To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

       (ii)  To reflect in the prospectus any facts or events
arising after the effective date of the
       registration statement (or the most recent post-effective
amendment thereof) which, individually
       or in the aggregate, represent a fundamental change in the
information set forth in the
       registration statement;

       (iii)  To include any material information with respect to
the plan of distribution not previously
       disclosed in the registration statement or any material
change to such information in the
       registration statement, including (but not limited to) any
addition or deletion of a managing
       underwriter.

  (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-
  effective amendment shall be deemed to be a new registration
statement relating to the securities
  offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona
  fide offering thereof.

  (3)  To remove from registration by means of a post-effective
amendment any of the securities being
  registered which remain unsold at the termination of the
offering.

  (4)  Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to
  directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or
  otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange
  Commission such indemnification is against public policy as
expressed in the Act and is, therefore,
  unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the
  payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of
  the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director,
  officer or controlling person in connection with the securities
being registered, the registrant will, unless
  in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court
  of appropriate jurisdiction the question whether such
indemnification by it is against public policy as
  expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES

 
     Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Registration Statement on Form
S-1 to be signed on its behalf, in the City of Englewood, State of
Colorado, on this  15th  day of   April     , 1997.

                              FIRST GREAT-WEST LIFE & ANNUITY
                              INSURANCE COMPANY
                              (Depositor)

                              By:  /s/ William T. McCallum        
                                   William T. McCallum, President
                                   and Chief Executive Officer

     As required by the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the
capacities with First Great-West Life & Annuity Insurance Company
and on the dates indicated:
 
Signature and Title                               Date

/s/ Robert Gratton*                                4/15 , 1997
Director, Chairman of the                                        
Board (Robert Gratton)   
                                                                 

/s/ William T. McCallum                            4/15 , 1997
Director, President and Chief Executive
Officer (William T. McCallum)

/s/ Glen R. Derback                                4/15 , 1997
Vice President, Financial Control
and Controller (Glen R. Derback)
Signature and Title                               Date

/s/ Marcia D. Alazraki*                            4/15 , 1997
Director (Marcia D. Alazraki)

/s/ James Balog*                                   4/15 , 1997
Director (James Balog)

/s/ James W. Burns*                                4/15 , 1997
Director (James W. Burns)

/s/ Paul Desmarais, Jr.*                           4/15 , 1997
Director (Paul Desmarais, Jr.)

/s/ N. Berne Hart*                                 4/15 , 1997
Director (N. Berne Hart)

/s/ Stuart Z. Katz*                                4/15 , 1997
Director (Stuart Z. Katz)

/s/ Brian E. Walsh*                                4/15 , 1997
Director (Brian E. Walsh)

*By: /s/ D.C. Lennox                               4/15 , 1997
     D. C. Lennox
     Attorney-in-fact pursuant to Powers of Attorney filed
     herewith.
Exhibit Table
                            Form S-1

Exhibit   

1.   Form of Underwriting agreement and
     and Distribution Agreement         1

3.   (i)  Articles of Incorporation     1
     (ii) Bylaws                        1

4.   (i) Form of Combination Fixed and 
     Variable Annuity Contract          1
     (ii) Form of IRA Endorsement       1

5.   Opinion and consent of             2

10.  Administrative Services Agreement between First
     Great-West Life & Annuity Insurance Company, 
     and Great-West Life & Annuity Insurance Company2

23.  (a) Consent of Jorden Burt Berenson & Johnson LLP1
     (b) Consent of Deloitte & Touche   1

24.  Powers of Attorney for Ms. Alazraki and Messrs. Balog,
     Burns, Desmarais, Jr., Gratton, Hart, Katz, and Walsh1

27.  Financial Data Schedule            1

1 Filed with this Registration Statement.

2 To be filed by amendment.