Great-West Life & Annuity Insurance Company

8515 East Orchard Road

Greenwood Village, Colorado 80111

June 24, 2015

VIA EDGAR

Securities and Exchange Commission

Division of Investment Management

100 F Street NE

Washington, DC 20549

RE:    Smart Track II - 5 Year variable annuity

Great-West Life & Annuity Insurance Company (the “Company”)

Registration Statement on Form N-4 (File Nos. 333-203262 and 811-05817)

Request for Withdrawal of Registration Statement

Ladies and Gentlemen:

Pursuant to Rule 477 under the Securities Act of 1933, the Company and Variable Annuity-2 Series Account (the “Registrant”) hereby respectfully request the withdrawal of the above-referenced registration statement including all amendments and exhibits thereto (“Registration Statement”) for the Smart Track II - 5 Year variable annuity contract (“Contract”), originally filed with the Securities and Exchange Commission on June 23, 2015 (Accession No. 0000851066-15-000016).

The Registration Statement was filed in error as an initial N-4, rather than as a pre-effective amendment as intended. The Registration Statement was not declared effective. Accordingly, no securities were sold in connection with the offering for which the Registration Statement was filed. The Company and the Registrant believe the withdrawal of the Registration Statement to be consistent with the public interest and the protection of investors.

Accordingly, we respectfully request that Commission issue an order granting the withdrawal of the Registration Statement effective as of the date hereof, or at the earliest practicable date hereafter.

We appreciate your assistance. If you have any questions regarding this matter, please contact the undersigned at (303) 737-0415.

Sincerely,

Great-West Life & Annuity Insurance Company

Variable Annuity-2 Series Account

/s/ Brian Stallworth

Brian Stallworth

Counsel

cc: Patrick F. Scott, Esq.

Senior Counsel, Disclosure Review Office