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) July 18, 2011

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

Colorado
333-01173
84-0467907
(State or other jurisdiction of incorporation)
(Commission File No.)
(IRS Employer Identification No.)

8515 East Orchard Road, Greenwood Village, Colorado
80111
(Address of principal executive offices)
(Zip Code)

(303) 737-3000
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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ITEM 5.07                      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
On July 18, 2011, the members of the Board of Directors of Great-West Life & Annuity Insurance Company (the “Registrant”) were unanimously re-elected by written consent in lieu of an annual meeting of the Registrant’s sole shareholder, GWL&A Financial Inc., which holds 7,032,000 votes, representing the total issued and outstanding Common Shares of the Registrant.

Director Nominees

James Balog
John L. Bernbach
André Desmarais
Paul Desmarais, Jr.
Mitchell T.G. Graye
Alain Louvel
Raymond L. McFeetors
Jerry E.A. Nickerson
R. Jeffrey Orr
Michel Plessis-Bélair
Henri-Paul Rousseau
Raymond Royer
Philip K. Ryan
T. Timothy Ryan, Jr.
Brian E. Walsh

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:  July 19, 2011
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY


By:            /s/ Richard G. Schultz                                                                           
Name:       Richard G. Schultz
Title:         Senior Vice President, General Counsel and Secretary