SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 31,2000

                      FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
                    (Exact name of registrant as specified in its charter)

  New York                        333-25269            93-1225432
(State or other jurisdiction     (Commission File      (IRS Employer
 of incorporation)                Number)               Identification No.)

125 Wolf Road, Albany, New York                              12205
(Address of principal executive offices)                    (Zip Code)

(518) 437-1816
(Registrants telephone number, including area code)

______________________________________________________________
(Former name or former address, if changed since last report.)


ITEM 1.   CHANGES IN CONTROL OF REGISTRANT

See Item 5.


ITEM 5. OTHER EVENTS.

On December 31, 2000, the registrant's parent company, Great-West Life & Annuity
Insurance  Company  ("GWL&A"),  and  certain  affiliated  companies  completed a
corporate reorganization. Under the new structure, GWL&A and The Great-West Life
Assurance  Company  ("GWL")  will  each  continue  to  be  indirectly  owned  by
Great-West Lifeco Inc., a Canadian holding company  ("Lifeco"),  but GWL will no
longer hold an  indirect  equity  interest in GWL&A.  As was the case before the
reorganization:  (a)  Lifeco  is a  subsidiary  of Power  Financial  Corporation
("Power  Financial"),  a Canadian holding company with substantial  interests in
the  financial  services  industry;  (b) Power  Corporation  of  Canada  ("Power
Corporation"),  a Canadian holding and management company, has voting control of
Power  Financial;  (c) Mr. Paul  Desmarais,  through a group of private  holding
companies which he controls, has voting control of Power Corporation.










                                          SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


Date: January 12, 2001



                                          FIRST GREAT-WEST LIFE &
                                          ANNUITY INSURANCE COMPANY



                                          By:/s/ William T. McCallum

                                          Name:  William T. McCallum

                                          Title: Chairman, President and Chief
                                          Executive Officer