UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-Q/A
                                (Amendment No. 1)

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(Mark One)
|X|    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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For the quarterly period ended                                           June 30, 2003
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OR

|_|    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transaction period from                                              To
                                          --------------------------------          ----------------------------------

Commission file number                                                                          333-64473
                                                                                    ----------------------------------

                                                GWL&A FINANCIAL INC.
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                               (Exact name of registrant as specified in its charter)

                              Delaware                                                    84-1474245
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(State or other jurisdiction of incorporation or organization)           (I.R.S. Employer Identification Number)


                                                      8515 East Orchard Road, Greenwood Village, CO 80111
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                                                           (Address of principal executive offices)
                                                                          (Zip Code)

                                                                        (303) 737-4128
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                                                     (Registrant's telephone number, including area code)

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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 such filing
requirements for the past 90 days.

    Yes             X             No
             -----------------           -----------------

Indicate by check mark whether the registrant is an accelerated filer as defined
in ss.240.12(b)-2 of this chapter.

    Yes                           No            X
             -----------------           -----------------

The public may read and copy any of the registrant's reports filed with the SEC
at the SEC's Public Reference Room, 450 Fifth Street NW, Washington DC 20549,
telephone 1-800-SEC-0330 or online at (http://www.sec.gov).

As of August 1, 2003, 50,025 shares of the registrant's common stock were
outstanding, all of which were owned by the registrant's parent company.


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                                EXPLANATORY NOTE

This amendment No. 1 to the Company's report on Form 10-Q/A for the quarterly
period ended June 30, 2003, is filed for the purpose of replacing the
certifications originally submitted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.



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ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
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         (a) INDEX TO EXHIBITS

             Exhibit Number   Title                                        Page
             --------------   -----                                        ----
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             31               Rule 13a-14 and 15d-14 Certifications        23
             32               Rule 13a-14 and 15d-14 Certifications        25

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         (b) REPORTS ON FORM 8-K

             A report on Form 8-K, dated May 1, 2003, was filed disclosing the
             Company's first quarter results as of March 31, 2003.


SIGNATURE

Pursuant to the requirements of the Securities Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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        GWL&A FINANCIAL INC.

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BY:       /s/Glen R. Derback                                                    DATE:            May 13, 2004
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          Glen R. Derback, Senior Vice President and Controller
          (Duly authorized officer and chief accounting officer)

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