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U.S. Securities and Exchange Commission

Washington, D.C. 20549

Post-Effective Amendment No. 1 to
Form 40-F

|            |  |                                                                                        
|----------- |  | ---------------------------------------------------------------------------------------
|[Check one] |  |                                                                                        
|o           |  | REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934   
|            |  |                                                                                        
|            |  | OR                                                                                     
|            |  |                                                                                        
|þ           |  | 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 Number1-15116

Canada Life Financial Corporation
(Exact name of Registrant as specified in its charter)

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)

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

|                                                                                                  |  |                                                                 
|------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------
|Title of each classCommon shares, without par value,and
share purchase rights appurtenant thereto |  | Name of each exchange on which registeredNew 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:

o   Annual information form      þ   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.

Yes   o     No   þ

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 (or 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.

Yes   þ     No   o





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|                          |                         |  |  |  |  |  |  | 
|------------------------- | ----------------------- |  |  |  |  |  |  | 
|EXHIBITS                 
|                          | CONTROLS AND PROCEDURES
|SIGNATURES               
|Management Proxy Circular
|Form of Proxy            
|Confirmation of Mailing  



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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  | 
|Press Release, dated March 28, 2003*                           |  |  | 99.7  | 
|Annual
Report, 2002 (hard copy to be sent via mail)           |  |  | 99.8  | 
|Management
Proxy Circular                                     |  |  | 99.9  | 
|Form
of Proxy                                                 |  |  | 99.10 | 
|Confirmation
of Mailing                                       |  |  | 99.11 | 

*Previously filed

Filed herewith





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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                     |  | May 20, 2003