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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 40-F

|            |  |                                                                                        
|----------- |  | ---------------------------------------------------------------------------------------
|[Check one] |  |                                                                                        
|o           |  | REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES
EXCHANGE ACT OF 1934   
|            |  |                                                                                        
|            |  | OR                                                                                     
|            |  |                                                                                        
|x           |  | ANNUAL REPORT
PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

|                                            |  |                                 
|------------------------------------------- |  | --------------------------------
|For the fiscal year ended
December 31, 2002 |  | Commission file number   1-15116



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Canada Life Financial Corporation

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N/A
(Translation of Registrants name into English (if applicable))

|                                                                                           |  |                                                                              |  |                                                                   
|------------------------------------------------------------------------------------------ |  | ---------------------------------------------------------------------------- |  | ------------------------------------------------------------------
|Toronto,
Ontario, Canada
(Province or other jurisdiction of incorporation or organization) |  | N/A
(Primary Standard Industrial Classification Code Number (if applicable)) |  | 25-1862881
(I.R.S. Employer Identification Number (if applicable))

330 University Avenue, Toronto,
Ontario, M5G 1R8 (416) 597-1440
(Address and telephone number of Registrants principal executive offices)

Canada Life Financial
Corporation
United States Home Office
6201 Powers Ferry Road
N.W. Atlanta, Georgia 30339
(770) 953-1959
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)



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Securities registered or to be registered pursuant to Section 12(b) of the Act:

|                                                                                                    |  |                                                                  
|--------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------
|Title of each class
Common shares, without par value, and share purchase rights appurtenant thereto |  | Name of each exchange on which registered
New York Stock Exchange

Securities registered or to be registered pursuant to
Section 12(g) of the Act.

None
(Title of Class)

Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act.

None
(Title of Class)

For annual reports, indicate by check mark the information filed with this Form:

|                            |  |                                        
|--------------------------- |  | ---------------------------------------
|x   Annual information form |  | x   Audited annual financial statements

Indicate the number of outstanding shares of each
of the issuers classes of capital or
common stock as of the close of the period covered by the annual
report.

160,389,283 of outstanding common
shares as of December 31, 2002
6,000,000 outstanding preferred shares, Series B as of
December 31, 2002

Indicate by check mark whether the Registrant by filing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
(the Exchange Act). If Yes is marked, indicate the filing number assigned
to the Registrant in connection with such Rule.

|        |  |       
|------- |  | ------
|o   Yes |  | x   No

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (for such shorter period that the Registrant was required
to file such reports) and (2) has been subject to filing requirements for
the past 90 days.

|        |  |       
|------- |  | ------
|x   Yes |  | o   No



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EXHIBITS



|Renewal
Annual Information Form                               |  | 99.1
|------------------------------------------------------------- |  | ----
|                                                             
|Audited
Financial Statements for year ended December 31, 2002 |  | 99.2
|                                                             
|Managements
Discussion and Analysis                          |  | 99.3
|                                                             
|Consent of
Appointed Actuary                                  |  | 99.4
|                                                             
|Consent of
Independent Auditors                               |  | 99.5
|                                                             
|Sarbanes-Oxley Act
of 2002 Section 906 Certificate            |  | 99.6
|                                                             





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CONTROLS AND PROCEDURES

a.   Evaluation of
disclosure controls and procedures.

Based on their evaluation as of a date within 90 days of the filing date
of this report, Canada Life Financial Corporations Chairman and Chief
Executive Officer, and Executive Vice President and Chief Financial Officer
have concluded that the Companys disclosure controls and procedures (as
defined in Rule 13a-14(c)) under the Securities Exchange Act of 1934 (the
Exchange Act) are effective to ensure that information required to be disclosed
by the Company in reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms.

b.   Changes in internal controls.

There were no significant changes in the Companys internal controls or in
other factors that could significantly affect these controls subsequent to the
date of their evaluation including any corrective actions with regard to
significant deficiencies and material weaknesses.





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Undertaking

Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquires made by the Commission staff, and to
furnish promptly, when requested to do so by the Commission staff, information
relating to: the securities registered pursuant to Form 40-F; the securities
in relation to which the obligation to file an annual report on Form 40-F
arises; or transactions in said securities.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies
that it meets all of the requirements for filing on Form 40-F and has duly
caused this annual report to be signed on its behalf by the undersigned,
thereto duly authorized.



|                         |  |                                                | 
|------------------------ |  | ---------------------------------------------- | 
|Registrant               |  | Canada Life Financial Corporation              | 
|                         |  |                                                | 
|                         |  |                                                | 
|By (Signature and Title) |  | /s/ Roy W. Linden                              | 
|                         |  |                                                | 
|                         |  | Roy W. Linden                                  | 
|                         |  | Corporate Secretary & Chief Compliance Officer | 
|                         |  |                                                | 
|Date                     |  | March 28, 2003                                 | 





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CERTIFICATIONS

I, David A. Nield, Chairman and Chief Executive Officer of Canada Life
Financial Corporation, certify that:



|1. |  | I have reviewed this annual report on Form 40-F of Canada Life Financial
Corporation;                                                                                                                                                                                                                                   
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:                                                                                                  



| | a) |  | designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual
report is being prepared;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (and persons performing the
equivalent function):
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material
weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        





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|6. |  | The registrants other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Date: March 28, 2003. | 
|--------------------- | 



| | 
| | 



|/s/ David A. Nield
David A. Nield
Chairman and Chief Executive Officer | 
|---------------------------------------------------------------------- | 





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##### 



CERTIFICATIONS

I, Patrick G. Crowley, Executive Vice President and Chief Financial
Officer of Canada Life Financial Corporation, certify that:



|1. |  | I have reviewed this annual report on Form 40-F of Canada Life Financial
Corporation;                                                                                                                                                                                                                                   
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:                                                                                                  



| | a) |  | designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual
report is being prepared;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (and persons performing the
equivalent function):
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material
weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        





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|6. |  | The registrants other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Date: March 28, 2003. | 
|--------------------- | 



| | 
| | 



|/s/ Patrick G. Crowley
Patrick G. Crowley
Executive Vice President and Chief Financial Officer | 
|---------------------------------------------------------------------------------------------- |