As filed with the Securities and Exchange Commission on October 1, 1997

                                                     Registration No.
-------------------------------------------------------------------------------


                                            SECURITIES AND EXCHANGE COMMISSION
                                                  WASHINGTON, D.C. 20549

                                                         FORM S-1
                                                   AMENDMENT NO. ____ to
                       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 Classification      Identification No.)
                              Code Number)

                                                 125 Wolf Road, Suite 110
                                                  Albany, New York 12205
                                                           (800)
       (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
                                                 125 Wolf Road, Suite 110
                                                  Albany, New York 12205
                                         (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: ______





<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                              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 annuity contract

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

Interests in the Guaranteed Period Fund -
a guaranteed interest option under flexible                   $ __________                       $_________
premium deferred fixed annuity contract
</TABLE>

* 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
not 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.






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 FIXED ANNUITYtm
                    A FLEXIBLE PREMIUM DEFERRED FIXED 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  Fixed  Annuity (the  "Contract").  The Contract is issued
either on a group basis or as individual  contracts by First  Great-West  Life &
Annuity  Insurance  Company (the  "Company").  Participation in a group contract
will be accounted for by the issuance of a certificate showing an interest under
the group contract.  The  certificate and the individual  contract are hereafter
both referred to as the "Contract."

Your  investment  in the Contract may be  allocated to the  available  Guarantee
Periods. You are allowed 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
prior to maturity.  The Contract  described by this prospectus is available only
in New York.

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).

A maximum  Surrender  Charge of three  percent  may be  applicable  for  amounts
withdrawn in the first three years. 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.  Contributions  will be allocated  directly into the
specified Guarantee Period(s).

Amounts  allocated  to a  Guarantee  Period  may be  subject  to a Market  Value
Adjustment which could result in receipt of more or less than your Contributions
if you surrender, Transfer, make a partial withdrawal, apply amounts to purchase
an annuity  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 October 1, 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 Annuity Account Information: Contact the Schwab Annuity
Service Center at 800-838-0649 or P.O. Box 7806, San Francisco, California
94120-7806.

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.

                                       ii





                                TABLE OF CONTENTS

                                                                          Page

DEFINITIONS................................................................iv
KEY FEATURES OF THE ANNUITY........................................ 1
FEE TABLE...................................................................2
FIRSTGREAT-WEST LIFE & ANNUITY  INSURANCE COMPANY ...........................3
THE GUARANTEE PERIOD FUND...................................................3
THE MARKET VALUE ADJUSTMENT...............................................5
APPLICATION AND CONTRIBUTIONS............................................6
TRANSFERS.................................................................7
CASH WITHDRAWALS.........................................................8
TELEPHONE TRANSACTIONS................................................9
DEATH BENEFIT.........................................................9
CHARGES AND DEDUCTIONS................................................11
PAYMENT OPTIONS.......................................................12
FEDERAL TAX MATTERS ..................................................15
ASSIGNMENTS OR PLEDGES................................................19
DISTRIBUTION OF THE CONTRACTS.......................................19
SELECTED FINANCIAL DATA...............................................20
RIGHTS RESERVED BY THE COMPANY.......................................25
LEGAL PROCEEDINGS .................................................25
LEGAL MATTERS..........................................................25
EXPERTS ..............................................................25
AVAILABLE INFORMATION................................................25
APPENDIX A..............................................................26
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  described in this prospectus is available
only in New York.






                                       iii





                                   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 value of all Guarantee  Periods  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.

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, Suite 110, 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 Guarantee  Period 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.  Under  current law the
minimum rate is 3%.

Contributions  -  Purchase  amounts  received  under the  Contract  prior to any
Premium Tax or other deductions.

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

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  interest  investment  option 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.

Market Value  Adjustment - An  adjustment  which may be made to amounts paid out
before the Guarantee Period

                                       iv





Maturity Date due to surrenders, partial withdrawals, Transfers, amounts applied
to the  periodic  withdrawal  option or to purchase an annuity,  as  applicable.
Market Value  Adjustments  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 5.

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  written,  telephoned,  or  computerized  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 7806, San Francisco, California 94120-
7806, telephone 800-838-0649.

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  Charge - a maximum  charge of three percent will be assessed if funds
are withdrawn in the first three Contract years.

Surrender Value - The Annuity Account Value with a Market Value  Adjustment,  if
applicable,  and/or less any Surrender Charge,  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 each day
that the New York Stock Exchange is open for trading.

Transfer - To move money among the Guaranteed Periods.

We, our, us, or First GWL&A:  First Great-West Life & Annuity Insurance Company.


                                        v





                           KEY FEATURES OF THE ANNUITY

The Contract  currently  allows  Owners to invest in the  Guarantee  Period Fund
which 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", p. 5.)

Who should  invest.  The  Contract is  designed  for  investors  who are seeking
long-term tax deferred asset  accumulation  on a fixed interest rate basis.  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.

How to Invest. You must complete a Contract application form, in order to invest
in the  Contract,  and 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," p. 6.)

Allocation of the Initial  Investment.  Your initial investment in the Guarantee
Period Fund will be directly allocated to the Guarantee  Period(s)  specified in
the application.

Charges and Deductions Under the Contract.  The Contract is a "low load" annuity
and, as such,  imposes no sales charge when  Contributions  are made, and only a
maximum  Surrender  Charge of three  percent if funds are withdrawn in the first
three Contract years.

No Contract Maintenance Charge will be deducted 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," p. 11.)

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," p. 11.)

The Market Value  Adjustment may increase or decrease the amount  Transferred or
withdrawn from 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
applicable  Guarantee Period and the 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. (See "Market Value Adjustment," p. 5.)

Switching Investments.  You may switch Contributions among the Guarantee Periods
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," p. 11.)  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," p. 5.)
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

                                                             1





if made prior to age 59 1/2 may be subject to a 10% penalty tax.  Withdrawals 
from a Guarantee Period prior to the Guarantee Period Maturity Date may be 
subject to Market Value  Adjustment.  (See "Market Value Adjustment," p.5.)  
Amounts withdrawn also may be subject to a Surrender Charge.  (See "Charges and
Deductions," p. 11.)  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 the Guarantee Period Fund by up to
6 months.  (See "Cash Withdrawals," p. 8.)

Annuity Options.  Beginning on the first day of the month immediately  following
the annuity  commencement date you select, you may receive annuity payments on a
fixed basis.  (The default date is the first day of the month that the Annuitant
attains  age 90.) 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  payment  options  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," p. 12.)

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," p. 9.)

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  (800-838-0649) or write to the Schwab Annuity
Service  Center at P.O. Box 7806,  San  Francisco,  California  94120-7806.  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.

                                    FEE TABLE

         The purpose of this table is to assist you in understanding the various
costs and expenses that you will bear directly or indirectly  when  investing in
the Contract.  The information set forth should be considered  together with the
narrative  provided under the heading  "Charges and  Deductions." In addition to
the expenses listed below, a Premium Tax may be applicable.


Contract Owner Transaction Expenses

                  Sales Load                                              None
                  Surrender Fee                                     Maximum 3%
                  Transfer Fee (First 12 Per Year)1                       None
                  Contract Maintenance Charge                             None

--------
1 There is a $10 fee for each Transfer in excess of twelve in any contract year.

                                                             2






                FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

         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 May 28, 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 GUARANTEE PERIOD FUND

Guarantee Period Fund

         Contributions  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. A non-unitized  separate  account is a separate  account in
which the Owner does not  participate  in the  performance of the assets through
unit  values.  Therefore,  Owner's  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  contributed,   Owners  will  receive  the  Contract
guarantees made by the Company.

         Contributions  will be allocated to one or more Guarantee  Periods 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 duration of
at least one year. Contributions 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  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," p. 5.)

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.

                                                             3






                  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 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:

                                                      1-800-838-0649.

         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.  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

                                                             4





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," p. 5.)

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,  prior to a Guarantee
Period Maturity Date will be subject to a Market Value Adjustment ("MVA"). A MVA
may  increase  or  decrease  the amount  payable  on one of the above  described
distributions.  Amounts available for a full surrender or partial  withdrawal is
the amount  requested plus the MVA less any  applicable  Surrender  Charge.  The
amount available for a Transfer is the amount requested plus the 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;



                                                             5





                  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 offered under this Contract; or

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

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 another Guarantee Period 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.

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  can 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 or amounts 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

                                                             6





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)      Contributions  allocated to one or more of the then  available
                  Guarantee  Periods will be  allocated  as directed,  effective
                  upon the  Transaction  Date at the stated  rate and  Guarantee
                  Period Maturity Date then effective.

         (2)      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.

         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.

                                    TRANSFERS

In General

         Prior to the Payment  Commencement Date you may Transfer all or part of
your Annuity Account Value among the available Guarantee Periods by telephone or
by sending a Request to the Schwab  Annuity  Service  Center.  The Request  must
specify the amounts being  Transferred,  the Guarantee  Period(s) from which the
Transfer  is to be made,  and the  Guarantee  Period(s)  that will  receive  the
Transfer.

         Currently,  there is no limit on the number of  Transfers  you can make
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.

         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.

         When a Transfer is made before the Guarantee  Period Maturity Date, the
amount  Transferred  may be subject to a Market Value  Adjustment.  (See "Market
Value  Adjustment,"  p. 5.) 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  (including  telephone  Transfers) at any
time. 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

                                                             7





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.

                                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 any, and a Surrender
Charge,  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," p. 5.) In addition,
the  partial  withdrawal  may be  subject to a  Surrender  Charge.  The  partial
withdrawal proceeds may be greater or less than the amount requested,  depending
on the effect of the Market Value Adjustment, and the Surrender Charge.

         The minimum partial  withdrawal before  application of the MVA is $500.
Partial  withdrawals  are  unlimited;  however,  you must specify the  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  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.

         (d) A partial withdrawal may be subject to a Surrender Charge.

         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," p. 15.)

         Withdrawal Requests must be in writing to ensure that your instructions
regarding withholding are followed. In the absence of an adequate election,  the
Request will not 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.



                                                             8





                             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. 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 Guarantee Period(s)

 1.       payment in a single sum; or
 2.       payment under any of the annuity options provided under this Contract

         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.



                                                             9





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 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.



                                                            10





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, and as
a Surrender  Charge, if applicable.  In addition,  a Market Value Adjustment may
apply to withdrawals and surrenders,  Transfers,  amounts applied to purchase an
annuity,  if the amounts  held in a  Guarantee  Period are paid out prior to the
Guarantee Period Maturity Date.

Surrender Charge

         A maximum  Surrender  Charge of three  percent  (3%) will be applied to
amounts   withdrawn/distributed  within  the  first  three  Contact  years.  The
Surrender  Charge applies to the amounts  withdrawn/distributed  after they have
been  adjusted by any MVA. The  applicable  Surrender  Charge will decrease over
time as indicated in the table below.

         Years Completed                             Percentage of Distribution

                  1                                  3%
                  2                                  2%
                  3                                  1%
                  4+                                 0%

         The  Contract  describes  specific  situations  in  which  there  is no
Surrender Charge, such as death, annuitization,  other than in a single sum, and
Periodic Withdrawals of at least 36 months.

                                                            11






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.  Currently,  the premium tax rate in New York for annuities
is 0%.  Depending  upon  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.

                                 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 or Surrender Charges, 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 Guarantee Period(s)
             as follows:

1) Prorate the amount to be paid across all Guarantee Periods in proportion to 
the assets in each sub-account; or

2) Select the Guarantee Period(s) from which withdrawals
   will be made.  Once the  Guarantee  Periods have been
   depleted,  the Company will automatically prorate the
    remaining withdrawals against all remaining available
   Guarantee  Periods  unless  the  Owner  Requests  the
   selection of another Guarantee Period.

         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;

                                                            12





         3.       the Owner may keep the same Guarantee Periods 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; or
         3.       the Owner Requests that withdrawals stop;
         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;
         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," p. 15.)

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 will be applied  under  Annuity
Payment  Option  3,  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," p. 15.)



                                                            13





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 an owner elects an annuity  option,  then the
amount  to  be  applied  is  the  Annuity  Account  Value,  as  of  the  annuity
commencement date with an MVA, if applicable, less any applicable Premium Tax.

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. No other payments nor death benefits would be payable.

         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.

                                                            ***



                                                            14





         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  of  the  Annuitant  has  been  misstated,   the  payments
established  will be made on the basis of the correct age. 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.

         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.



                                                            15





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.



                                                            16





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 Owner  attains age 59
1/2; (2) made as a result of death or disability  of the Owner;  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/her 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/her 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.



                                                            17





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  which  permits  eligible   individuals  to  contribute  to  an  individual
retirement  program known as an Individual  Retirement  Annuity.  Also,  certain
kinds of  distributions  from  certain  types  of  qualified  and  non-qualified
retirement plans may be "rolled over" 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.



                                                            18





         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.

                          DISTRIBUTION OF THE CONTRACTS

         Charles Schwab & Co., Inc. ("Schwab") is the 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 800-838-0649.

         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.



                                                            19





                             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 May 28, 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 May 28, 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, Suite 110, Albany, New York 12205.

                                                            20






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



                                                            21





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
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


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
</TABLE>


                                                            22





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
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

=============================================================================================================================
Name and                        Year                 Annual                                  Long-Term
Principal Position                                   Compensation(1)                         Compensation Awards

                                                     Salary            Bonus                 Securities Under
                                                     ($)                 ($)                 Options Granted (2)
-----------------------------------------------------------------------------------------------------------------------------
W.T. McCallum,                         1996          0                     0                              None
President and
Chief Executive Officer
-----------------------------------------------------------------------------------------------------------------------------
D. Low, Executive                      1996          0                     0                              None
Vice President,
Financial Services
-----------------------------------------------------------------------------------------------------------------------------
J.T. Hughes, Senior                    1996          0                     0                              None
Vice President, Chief
Investment Officer
-----------------------------------------------------------------------------------------------------------------------------
D.L. Wooden, Senior                    1996          0                     0                              None
Vice President,
Financial Services
-----------------------------------------------------------------------------------------------------------------------------
J.D. Motz,                             1996          0                     0                              None
Executive Vice
President, Employee
Benefits
=============================================================================================================================
</TABLE>

(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.



                                                            23





Pension Plan Tables

         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
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

==================================================================================================
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
==============================================================================================================
</TABLE>

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
A.D. MacLennan                      30
D.L. Wooden                         5

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,
A.D.  MacLennan  and D.L.  Wooden,  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.
Great-West 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.



                                                            24





                         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 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 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

         The  Company  is  currently  not a party to,  and its  property  is not
currently subject to, any material legal proceedings.  The lawsuits to which the
Company may be 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

 


                              AVAILABLE INFORMATION

         The  Company  has  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  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange Act of 1934, as amended (the "1934 Act"), and in accordance
therewith it has filed file reports and other  information  with the  Securities
and Exchange Commission (the  "Commission").  Such reports and other information
can be inspected and copied at the public reference facilities on the Commission
at Room 1024, 450 Fifth Street,  N.W.,  Washington D.C., and at the Commission's
Regional  Offices located at 75 Park Place, New York, New York, and Northwestern
Atrium Center, 500 West Madison Street, Ste. 1400, Chicago,  Illinois. Copies of
such  materials  also can be obtained from the Public  Reference  Section of the
Commission at 450 Fifth Street,  N.W.,  Washington,  D.C.  20549,  at prescribed
rates. The commission maintains a Web Site that contains reports and information
statements  and other  information  regarding  the  Company,  which  files  such
documents electronically with the Commission, at the following address:
http://www.sec.gov.

                                                            25





                                   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, and (4) less than 6 months to maturity.


Example #1 - Increasing Interest Rates

         Deposit:                                    $25,000 on November 1, 1996
         Maturity Date:                              December 31, 2006
         Interest Guarantee Period:                                    10 years
         i:                                 assumed to be 6.15%
         Surrender Date:                                      July 1, 2001
         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-Surrender Charge)
                                    =       ($10,000 + - $22.82) x (1 - 0)
                                    =       $9,577.18

         Example #2 - Decreasing Interest Rates

         Deposit:                                    $25,000 on November 1, 1996
         Maturity Date:                              December 31, 2006
         Interest Guarantee Period:                                    10 years
         i:                                 assumed to be 6.15%
         Surrender Date:                                      July 1, 2001
         j:                                 5.00%
         Amount Surrendered:                         $10,000
         N:                                 65

                  MVAF     =        {[(1 + i)/(1 + j)]N/12} - 1
                           =        {[1.0615/1.05]65/12} - 1
                           =        1.060778-1
                           =        .060778

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

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

                                                            26




         Example #3 - Flat Interest Rates

         Deposit:                                    $25,000 on November 1, 1996
         Maturity Date:                              December 31, 2006
         Interest Guarantee Period:                                    10 years
         i:                                 assumed to be 6.15%
         Surrender Date:                                      July 1, 2001
         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

                  MVAF     =        (amount Transferred or surrendered) x MVAF
                           =        $10,000 x -.004589
                           =        -$45.80

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




         Example #4 - N (less than 6 months to maturity)

         Deposit:                                    $25,000 on November 1, 1996
         Maturity Date:                              December 31, 2006
         Interest Guarantee Period:                                    10 years
         i:                                 assumed to be 6.15%
         Surrender Date:                                      July 1, 2006
         j:                                 7.00%
         Amount Surrendered:                         $10,000
         N:                                 5

         MVAF     =        {[(1 + i)/(1 + j)]N/12} - 1
                  =        {[1.0615/1.07]5/12} - 1
                  =        .99668 - 1
                  =        -.00332
                  However, N less than 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-Surrender Charge)
                           =        ($10,000 + $0) x (1 - 0)
                           =        $10,000

                                                            27



                                                          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       $      9.09
         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.



                                                           II-1





(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.


                                                           II-2





(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



                                                           II-3





(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

                                                           II-4





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 is incorporated by
reference to Registrant's Registration Statement (File No. 333-25269) filed on 
July 3, 1997 .

2. Not applicable.

3.(a) Articles of Incorporation of First Great-West Life & Annuity Insurance 
Company is incorporated by reference to Registrant's Registration Statement 
(File No. 333-25269) filed on July 3, 1997.

 (b)  Bylaws  of  First   Great-West  Life & Annuity  Insurance  Company is  
incorporated  by  reference to Registrant's Registration Statement 
(File No. 333-25269) filed on July 3, 1997.

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

                                                           II-5






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

                           5.  Opinion  and  consent  of W.  Kay  Adam as to the
                  legality of the securities  being registered filed herewith as
                  Exhibit 5.

         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  incorporated by reference to
                  Registrant's Registration Statement (File No. 333-25269) filed
                  July 3, 1997.

         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, is filed herewith as
 Exhibit 23(a).

   (b) Consent of W. Kay Adam filed herewith as Exhibit 5.

24. Power of Attorney for Ms. Alazraki, Messrs. Balog, Burns, Desmarais, Jr.,
 Gratton, Hart, Katz and Walsh are incorporated by reference to Registrant's 
Registration Statement (File No. 333-25269) filed July 3, 1997.

  25.      Not applicable.

                                                           II-6




  26. Not applicable.
  27. Financial Data Schedule for First Great-West Life & Annuity Insurance 
Company is filed herewith as Exhibit 27.

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.

                                                           II-7



                                                     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 19th day of
September, 1997.                          

                                         FIRST GREAT-WEST LIFE & ANNUITY
                                                INSURANCE COMPANY
                                                  (Depositor)
                                                       
                                               /s/ William T. McCallum

                                       By: 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:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
   

Signature and Title                                                                  Date



/s/ Robert Gratton*                                                                     9/19, 1997
Director, Chairman of the Board
(Robert Gratton)



/s/ William T. McCallum                                                               9/19, 1997
--------------------------------------------                                    ----------
Director, President and Chief Executive
Officer (William T. McCallum)



/s/ G.R. Derback                                                                      9/19, 1997
Vice President and Treasurer
(Glen R. Derback)








Signature and Title                                                             Date



/s/ Marcia D. Alazraki*                                                               9/19, 1997
Director (Marcia D. Alazraki)



/s/ James Balog*                                                                      9/19, 1997
Director (James Balog)



/s/ James W. Burns*                                                          9/19, 1997
Director (James W. Burns)



/s/ Paul Desmarais, Jr.*                                                              9/19, 1997
Director (Paul Desmarais, Jr.)



/s/ N. Berne Hart*                                                                    9/19, 1997
Director (N. Berne Hart)



/s/ Stuart Z. Katz*                                                                   9/19, 1997
Director (Stuart Z. Katz)



/s/ Brian E. Walsh*                                                                   9/19, 1997
Director (Brian E. Walsh)



*By:     /s/   D.C. Lennox                                                              9/19, 1997
         -----------------------------------                                    ----------
         D. C. Lennox
         Attorney-in-fact pursuant to Powers of Attorney filed with the Registration
Statement.

</TABLE>
[{"type": "S-1", "sequence": "1", "secsgml_size_bytes": 153963}]
{"company-data": {"conformed-name": "FIRST GREAT WEST LIFE & ANNUITY INSURANCE CO", "cik": "0001036213", "assigned-sic": "6311", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-36917", "film-number": "97689373"}, "business-address": {"street1": "126 WOLF RD", "city": "ALBANY", "state": "NY", "zip": "12205", "phone": "3036893000"}}
As filed with the Securities and Exchange Commission on October 1, 1997

                                                     Registration No.
-------------------------------------------------------------------------------

                                            SECURITIES AND EXCHANGE COMMISSION
                                                  WASHINGTON, D.C. 20549

                                                         FORM S-1
                                                   AMENDMENT NO. ____ to
                       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 Classification      Identification No.)
                              Code Number)

                                                 125 Wolf Road, Suite 110
                                                  Albany, New York 12205
                                                           (800)
       (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
                                                 125 Wolf Road, Suite 110
                                                  Albany, New York 12205
                                         (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 annuity contract

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

Interests in the Guaranteed Period Fund -
a guaranteed interest option under flexible                   $ __________                       $_________
premium deferred fixed 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
not 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.

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 FIXED ANNUITYtm
                    A FLEXIBLE PREMIUM DEFERRED FIXED 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  Fixed  Annuity (the  "Contract").  The Contract is issued
either on a group basis or as individual  contracts by First  Great-West  Life &
Annuity  Insurance  Company (the  "Company").  Participation in a group contract
will be accounted for by the issuance of a certificate showing an interest under
the group contract.  The  certificate and the individual  contract are hereafter
both referred to as the "Contract."

Your  investment  in the Contract may be  allocated to the  available  Guarantee
Periods. You are allowed 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
prior to maturity.  The Contract  described by this prospectus is available only
in New York.

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).

A maximum  Surrender  Charge of three  percent  may be  applicable  for  amounts
withdrawn in the first three years. 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.  Contributions  will be allocated  directly into the
specified Guarantee Period(s).

Amounts  allocated  to a  Guarantee  Period  may be  subject  to a Market  Value
Adjustment which could result in receipt of more or less than your Contributions
if you surrender, Transfer, make a partial withdrawal, apply amounts to purchase
an annuity  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 October 1, 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 Annuity Account Information: Contact the Schwab Annuity
Service Center at 800-838-0649 or P.O. Box 7806, San Francisco, California
94120-7806.

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.

                                       ii

                                TABLE OF CONTENTS

                                                                          Page

DEFINITIONS................................................................iv
KEY FEATURES OF THE ANNUITY........................................ 1
FEE TABLE...................................................................2
FIRSTGREAT-WEST LIFE & ANNUITY  INSURANCE COMPANY ...........................3
THE GUARANTEE PERIOD FUND...................................................3
THE MARKET VALUE ADJUSTMENT...............................................5
APPLICATION AND CONTRIBUTIONS............................................6
TRANSFERS.................................................................7
CASH WITHDRAWALS.........................................................8
TELEPHONE TRANSACTIONS................................................9
DEATH BENEFIT.........................................................9
CHARGES AND DEDUCTIONS................................................11
PAYMENT OPTIONS.......................................................12
FEDERAL TAX MATTERS ..................................................15
ASSIGNMENTS OR PLEDGES................................................19
DISTRIBUTION OF THE CONTRACTS.......................................19
SELECTED FINANCIAL DATA...............................................20
RIGHTS RESERVED BY THE COMPANY.......................................25
LEGAL PROCEEDINGS .................................................25
LEGAL MATTERS..........................................................25
EXPERTS ..............................................................25
AVAILABLE INFORMATION................................................25
APPENDIX A..............................................................26
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  described in this prospectus is available
only in New York.

                                       iii

                                   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 value of all Guarantee  Periods  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.

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, Suite 110, 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 Guarantee  Period 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.  Under  current law the
minimum rate is 3%.

Contributions  -  Purchase  amounts  received  under the  Contract  prior to any
Premium Tax or other deductions.

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

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  interest  investment  option 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.

Market Value  Adjustment - An  adjustment  which may be made to amounts paid out
before the Guarantee Period

                                       iv

Maturity Date due to surrenders, partial withdrawals, Transfers, amounts applied
to the  periodic  withdrawal  option or to purchase an annuity,  as  applicable.
Market Value  Adjustments  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 5.

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  written,  telephoned,  or  computerized  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 7806, San Francisco, California 94120-
7806, telephone 800-838-0649.

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  Charge - a maximum  charge of three percent will be assessed if funds
are withdrawn in the first three Contract years.

Surrender Value - The Annuity Account Value with a Market Value  Adjustment,  if
applicable,  and/or less any Surrender Charge,  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 each day
that the New York Stock Exchange is open for trading.

Transfer - To move money among the Guaranteed Periods.

We, our, us, or First GWL&A:  First Great-West Life & Annuity Insurance Company.

                                        v

                           KEY FEATURES OF THE ANNUITY

The Contract  currently  allows  Owners to invest in the  Guarantee  Period Fund
which 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", p. 5.)

Who should  invest.  The  Contract is  designed  for  investors  who are seeking
long-term tax deferred asset  accumulation  on a fixed interest rate basis.  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.

How to Invest. You must complete a Contract application form, in order to invest
in the  Contract,  and 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," p. 6.)

Allocation of the Initial  Investment.  Your initial investment in the Guarantee
Period Fund will be directly allocated to the Guarantee  Period(s)  specified in
the application.

Charges and Deductions Under the Contract.  The Contract is a "low load" annuity
and, as such,  imposes no sales charge when  Contributions  are made, and only a
maximum  Surrender  Charge of three  percent if funds are withdrawn in the first
three Contract years.

No Contract Maintenance Charge will be deducted 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," p. 11.)

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," p. 11.)

The Market Value  Adjustment may increase or decrease the amount  Transferred or
withdrawn from 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
applicable  Guarantee Period and the 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. (See "Market Value Adjustment," p. 5.)

Switching Investments.  You may switch Contributions among the Guarantee Periods
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," p. 11.)  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," p. 5.)
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

                                                             1

if made prior to age 59 1/2 may be subject to a 10% penalty tax.  Withdrawals 
from a Guarantee Period prior to the Guarantee Period Maturity Date may be 
subject to Market Value  Adjustment.  (See "Market Value Adjustment," p.5.)  
Amounts withdrawn also may be subject to a Surrender Charge.  (See "Charges and
Deductions," p. 11.)  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 the Guarantee Period Fund by up to
6 months.  (See "Cash Withdrawals," p. 8.)

Annuity Options.  Beginning on the first day of the month immediately  following
the annuity  commencement date you select, you may receive annuity payments on a
fixed basis.  (The default date is the first day of the month that the Annuitant
attains  age 90.) 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  payment  options  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," p. 12.)

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," p. 9.)

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  (800-838-0649) or write to the Schwab Annuity
Service  Center at P.O. Box 7806,  San  Francisco,  California  94120-7806.  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.

                                    FEE TABLE

         The purpose of this table is to assist you in understanding the various
costs and expenses that you will bear directly or indirectly  when  investing in
the Contract.  The information set forth should be considered  together with the
narrative  provided under the heading  "Charges and  Deductions." In addition to
the expenses listed below, a Premium Tax may be applicable.

Contract Owner Transaction Expenses

                  Sales Load                                              None
                  Surrender Fee                                     Maximum 3%
                  Transfer Fee (First 12 Per Year)1                       None
                  Contract Maintenance Charge                             None

--------
1 There is a $10 fee for each Transfer in excess of twelve in any contract year.

                                                             2

                FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

         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 May 28, 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 GUARANTEE PERIOD FUND

Guarantee Period Fund

         Contributions  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. A non-unitized  separate  account is a separate  account in
which the Owner does not  participate  in the  performance of the assets through
unit  values.  Therefore,  Owner's  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  contributed,   Owners  will  receive  the  Contract
guarantees made by the Company.

         Contributions  will be allocated to one or more Guarantee  Periods 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 duration of
at least one year. Contributions 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  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," p. 5.)

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.

                                                             3

                  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 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:

                                                      1-800-838-0649.

         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.  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

                                                             4

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," p. 5.)

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,  prior to a Guarantee
Period Maturity Date will be subject to a Market Value Adjustment ("MVA"). A MVA
may  increase  or  decrease  the amount  payable  on one of the above  described
distributions.  Amounts available for a full surrender or partial  withdrawal is
the amount  requested plus the MVA less any  applicable  Surrender  Charge.  The
amount available for a Transfer is the amount requested plus the 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;

                                                             5

                  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 offered under this Contract; or

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

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 another Guarantee Period 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.

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  can 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 or amounts 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

                                                             6

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)      Contributions  allocated to one or more of the then  available
                  Guarantee  Periods will be  allocated  as directed,  effective
                  upon the  Transaction  Date at the stated  rate and  Guarantee
                  Period Maturity Date then effective.

         (2)      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.

         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.

                                    TRANSFERS

In General

         Prior to the Payment  Commencement Date you may Transfer all or part of
your Annuity Account Value among the available Guarantee Periods by telephone or
by sending a Request to the Schwab  Annuity  Service  Center.  The Request  must
specify the amounts being  Transferred,  the Guarantee  Period(s) from which the
Transfer  is to be made,  and the  Guarantee  Period(s)  that will  receive  the
Transfer.

         Currently,  there is no limit on the number of  Transfers  you can make
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.

         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.

         When a Transfer is made before the Guarantee  Period Maturity Date, the
amount  Transferred  may be subject to a Market Value  Adjustment.  (See "Market
Value  Adjustment,"  p. 5.) 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  (including  telephone  Transfers) at any
time. 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

                                                             7

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.

                                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 any, and a Surrender
Charge,  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," p. 5.) In addition,
the  partial  withdrawal  may be  subject to a  Surrender  Charge.  The  partial
withdrawal proceeds may be greater or less than the amount requested,  depending
on the effect of the Market Value Adjustment, and the Surrender Charge.

         The minimum partial  withdrawal before  application of the MVA is $500.
Partial  withdrawals  are  unlimited;  however,  you must specify the  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  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.

         (d) A partial withdrawal may be subject to a Surrender Charge.

         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," p. 15.)

         Withdrawal Requests must be in writing to ensure that your instructions
regarding withholding are followed. In the absence of an adequate election,  the
Request will not 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.

                                                             8

                             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. 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 Guarantee Period(s)

 1.       payment in a single sum; or
 2.       payment under any of the annuity options provided under this Contract

         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.

                                                             9

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 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.

                                                            10

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, and as
a Surrender  Charge, if applicable.  In addition,  a Market Value Adjustment may
apply to withdrawals and surrenders,  Transfers,  amounts applied to purchase an
annuity,  if the amounts  held in a  Guarantee  Period are paid out prior to the
Guarantee Period Maturity Date.

Surrender Charge

         A maximum  Surrender  Charge of three  percent  (3%) will be applied to
amounts   withdrawn/distributed  within  the  first  three  Contact  years.  The
Surrender  Charge applies to the amounts  withdrawn/distributed  after they have
been  adjusted by any MVA. The  applicable  Surrender  Charge will decrease over
time as indicated in the table below.

         Years Completed                             Percentage of Distribution

                  1                                  3%
                  2                                  2%
                  3                                  1%
                  4+                                 0%

         The  Contract  describes  specific  situations  in  which  there  is no
Surrender Charge, such as death, annuitization,  other than in a single sum, and
Periodic Withdrawals of at least 36 months.

                                                            11

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.  Currently,  the premium tax rate in New York for annuities
is 0%.  Depending  upon  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.

                                 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 or Surrender Charges, 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 Guarantee Period(s)
             as follows:

1) Prorate the amount to be paid across all Guarantee Periods in proportion to 
the assets in each sub-account; or

2) Select the Guarantee Period(s) from which withdrawals
   will be made.  Once the  Guarantee  Periods have been
   depleted,  the Company will automatically prorate the
    remaining withdrawals against all remaining available
   Guarantee  Periods  unless  the  Owner  Requests  the
   selection of another Guarantee Period.

         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;

                                                            12

         3.       the Owner may keep the same Guarantee Periods 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; or
         3.       the Owner Requests that withdrawals stop;
         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;
         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," p. 15.)

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 will be applied  under  Annuity
Payment  Option  3,  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," p. 15.)

                                                            13

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 an owner elects an annuity  option,  then the
amount  to  be  applied  is  the  Annuity  Account  Value,  as  of  the  annuity
commencement date with an MVA, if applicable, less any applicable Premium Tax.

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. No other payments nor death benefits would be payable.

         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.

                                                            ***

                                                            14

         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  of  the  Annuitant  has  been  misstated,   the  payments
established  will be made on the basis of the correct age. 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.

         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.

                                                            15

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.

                                                            16

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 Owner  attains age 59
1/2; (2) made as a result of death or disability  of the Owner;  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/her 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/her 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.

                                                            17

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  which  permits  eligible   individuals  to  contribute  to  an  individual
retirement  program known as an Individual  Retirement  Annuity.  Also,  certain
kinds of  distributions  from  certain  types  of  qualified  and  non-qualified
retirement plans may be "rolled over" 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.

                                                            18

         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.

                          DISTRIBUTION OF THE CONTRACTS

         Charles Schwab & Co., Inc. ("Schwab") is the 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 800-838-0649.

         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.

                                                            19

                             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 May 28, 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 May 28, 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, Suite 110, Albany, New York 12205.

                                                            20

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

                                                            21

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
22

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                        Year                 Annual                                  Long-Term
Principal Position                                   Compensation(1)                         Compensation Awards

                                                     Salary            Bonus                 Securities Under
                                                     ($)                 ($)                 Options Granted (2)
-----------------------------------------------------------------------------------------------------------------------------
W.T. McCallum,                         1996          0                     0                              None
President and
Chief Executive Officer
-----------------------------------------------------------------------------------------------------------------------------
D. Low, Executive                      1996          0                     0                              None
Vice President,
Financial Services
-----------------------------------------------------------------------------------------------------------------------------
J.T. Hughes, Senior                    1996          0                     0                              None
Vice President, Chief
Investment Officer
-----------------------------------------------------------------------------------------------------------------------------
D.L. Wooden, Senior                    1996          0                     0                              None
Vice President,
Financial Services
-----------------------------------------------------------------------------------------------------------------------------
J.D. Motz,                             1996          0                     0                              None
Executive Vice
President, Employee
Benefits
=============================================================================================================================
(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.

                                                            23

Pension Plan Tables

         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
A.D. MacLennan                      30
D.L. Wooden                         5

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,
A.D.  MacLennan  and D.L.  Wooden,  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.
Great-West 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.

                                                            24

                         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 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 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

         The  Company  is  currently  not a party to,  and its  property  is not
currently subject to, any material legal proceedings.  The lawsuits to which the
Company may be 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

 

                              AVAILABLE INFORMATION

         The  Company  has  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  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange Act of 1934, as amended (the "1934 Act"), and in accordance
therewith it has filed file reports and other  information  with the  Securities
and Exchange Commission (the  "Commission").  Such reports and other information
can be inspected and copied at the public reference facilities on the Commission
at Room 1024, 450 Fifth Street,  N.W.,  Washington D.C., and at the Commission's
Regional  Offices located at 75 Park Place, New York, New York, and Northwestern
Atrium Center, 500 West Madison Street, Ste. 1400, Chicago,  Illinois. Copies of
such  materials  also can be obtained from the Public  Reference  Section of the
Commission at 450 Fifth Street,  N.W.,  Washington,  D.C.  20549,  at prescribed
rates. The commission maintains a Web Site that contains reports and information
statements  and other  information  regarding  the  Company,  which  files  such
documents electronically with the Commission, at the following address:
http://www.sec.gov.

                                                            25

                                   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, and (4) less than 6 months to maturity.

Example #1 - Increasing Interest Rates

         Deposit:                                    $25,000 on November 1, 1996
         Maturity Date:                              December 31, 2006
         Interest Guarantee Period:                                    10 years
         i:                                 assumed to be 6.15%
         Surrender Date:                                      July 1, 2001
         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-Surrender Charge)
                                    =       ($10,000 + - $22.82) x (1 - 0)
                                    =       $9,577.18

         Example #2 - Decreasing Interest Rates

         Deposit:                                    $25,000 on November 1, 1996
         Maturity Date:                              December 31, 2006
         Interest Guarantee Period:                                    10 years
         i:                                 assumed to be 6.15%
         Surrender Date:                                      July 1, 2001
         j:                                 5.00%
         Amount Surrendered:                         $10,000
         N:                                 65

                  MVAF     =        {[(1 + i)/(1 + j)]N/12} - 1
                           =        {[1.0615/1.05]65/12} - 1
                           =        1.060778-1
                           =        .060778

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

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

                                                            26

         Example #3 - Flat Interest Rates

         Deposit:                                    $25,000 on November 1, 1996
         Maturity Date:                              December 31, 2006
         Interest Guarantee Period:                                    10 years
         i:                                 assumed to be 6.15%
         Surrender Date:                                      July 1, 2001
         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

                  MVAF     =        (amount Transferred or surrendered) x MVAF
                           =        $10,000 x -.004589
                           =        -$45.80

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

         Example #4 - N (less than 6 months to maturity)

         Deposit:                                    $25,000 on November 1, 1996
         Maturity Date:                              December 31, 2006
         Interest Guarantee Period:                                    10 years
         i:                                 assumed to be 6.15%
         Surrender Date:                                      July 1, 2006
         j:                                 7.00%
         Amount Surrendered:                         $10,000
         N:                                 5

         MVAF     =        {[(1 + i)/(1 + j)]N/12} - 1
                  =        {[1.0615/1.07]5/12} - 1
                  =        .99668 - 1
                  =        -.00332
                  However, N less than 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-Surrender Charge)
                           =        ($10,000 + $0) x (1 - 0)
                           =        $10,000

                                                            27

                                                          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       $      9.09
         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.

                                                           II-1

(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.

                                                           II-2

(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

                                                           II-3

(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

                                                           II-4

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 is incorporated by
reference to Registrant's Registration Statement (File No. 333-25269) filed on 
July 3, 1997 .

2. Not applicable.

3.(a) Articles of Incorporation of First Great-West Life & Annuity Insurance 
Company is incorporated by reference to Registrant's Registration Statement 
(File No. 333-25269) filed on July 3, 1997.

 (b)  Bylaws  of  First   Great-West  Life & Annuity  Insurance  Company is  
incorporated  by  reference to Registrant's Registration Statement 
(File No. 333-25269) filed on July 3, 1997.

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

                                                           II-5

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

                           5.  Opinion  and  consent  of W.  Kay  Adam as to the
                  legality of the securities  being registered filed herewith as
                  Exhibit 5.

         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  incorporated by reference to
                  Registrant's Registration Statement (File No. 333-25269) filed
                  July 3, 1997.

         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, is filed herewith as
 Exhibit 23(a).

   (b) Consent of W. Kay Adam filed herewith as Exhibit 5.

24. Power of Attorney for Ms. Alazraki, Messrs. Balog, Burns, Desmarais, Jr.,
 Gratton, Hart, Katz and Walsh are incorporated by reference to Registrant's 
Registration Statement (File No. 333-25269) filed July 3, 1997.

  25.      Not applicable.

                                                           II-6

  26. Not applicable.
  27. Financial Data Schedule for First Great-West Life & Annuity Insurance 
Company is filed herewith as Exhibit 27.

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.

                                                           II-7

                                                     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 19th day of
September, 1997.                          

                                         FIRST GREAT-WEST LIFE & ANNUITY
                                                INSURANCE COMPANY
                                                  (Depositor)
                                                       
                                               /s/ William T. McCallum

                                       By: 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*                                                                     9/19, 1997
Director, Chairman of the Board
(Robert Gratton)

/s/ William T. McCallum                                                               9/19, 1997
--------------------------------------------                                    ----------
Director, President and Chief Executive
Officer (William T. McCallum)

/s/ G.R. Derback                                                                      9/19, 1997
Vice President and Treasurer
(Glen R. Derback)

Signature and Title                                                             Date

/s/ Marcia D. Alazraki*                                                               9/19, 1997
Director (Marcia D. Alazraki)

/s/ James Balog*                                                                      9/19, 1997
Director (James Balog)

/s/ James W. Burns*                                                          9/19, 1997
Director (James W. Burns)

/s/ Paul Desmarais, Jr.*                                                              9/19, 1997
Director (Paul Desmarais, Jr.)

/s/ N. Berne Hart*                                                                    9/19, 1997
Director (N. Berne Hart)

/s/ Stuart Z. Katz*                                                                   9/19, 1997
Director (Stuart Z. Katz)

/s/ Brian E. Walsh*                                                                   9/19, 1997
Director (Brian E. Walsh)

*By:     /s/   D.C. Lennox                                                              9/19, 1997
         -----------------------------------                                    ----------
         D. C. Lennox
         Attorney-in-fact pursuant to Powers of Attorney filed with the Registration
Statement.