GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
                             8515 East Orchard Road
                        Greenwood Village, Colorado 80111




May 1, 2002


VIA EDGAR TRANSMISSION

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

        Re:    COLI VUL-2 Series Account of
               Great-West Life & Annuity Insurance Company
               Certification Pursuant to Rule 497(j) under
               the Securities Act of 1933
               File Nos. 333-70963 and 811-09201

Ladies and Gentlemen:

        In lieu of filing the form of Prospectus and Statement of Additional
Information for COLI VUL-2 Series Account (the "Account") pursuant to paragraph
(c) of Rule 497 under the Securities Act of 1933, the Account hereby certifies
that:

        (1)    the form of Prospectus and Statement of Additional
               Information that would have been filed under paragraph (c) of
               rule 497 does not differ from that contained in post-effective
               amendment no. 6 to the Account's registration statement on Form
               S-6, the most recent amendment to the Account's registration
               statement; and

        (2)    the text of post-effective amendment no. 6 to the Account's
               registration statement on Form S-6, the most recent amendment to
               the Account's registration statement, has been filed with the
               Securities and Exchange Commission electronically via EDGAR
               transmission, on April 30, 2002.

        If you should have any questions regarding the foregoing, please contact
the undersigned at (303) 737-3838.

COLI VUL-2 Series Account of
Great-West Life & Annuity Insurance Company
(Registrant)

By:     /s/ Michael T. Lininger

        Michael T. Lininger
        Associate Counsel
        Great-West Life & Annuity Insurance Company