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We consider the problem of transmitting a Gaussian source over a Rayleigh fading channel where some side-information may be available to the receiver. Our objective is to minimize the average distortion at the receiver. We consider two source models with side-information: 1) the Heegard-Berger model where "side-information may be absent", and 2) successive refinement with degraded side-information. We show that the average distortion problem can be numerically solved by convex optimization techniques. Furthermore, in high SNR, we obtain an analytical solution that shows that the side-information does not affect the distortion exponent, but causes an offset with respect to the case without side information. Numerical results show that our analytical high SNR approximation gives accurate results even at medium SNR.