UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

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

<S>                                                                             <C>               <C>
For the quarterly period ended                                        September 30, 2004
                                          ----------------------------------------------------------------------------

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.
----------------------------------------------------------------------------------------------------------------------
                               (Exact name of registrant as specified in its charter)

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


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

                                                                        [303] 737-4128
                                          ----------------------------------------------------------------------------
                                                     (Registrant's telephone number, including area code)
</TABLE>

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 November 1, 2004, 50,025 shares of the registrant's common stock were
outstanding, all of which were owned by the registrant's parent company.



                                TABLE OF CONTENTS
<TABLE>

Part I       FINANCIAL INFORMATION                                                                            Page
                                                                                                           -----------
<S>               <C>                                                                                          <C>
             Item 1   Financial Statements                                                                     3

                      Consolidated Statements of Income                                                        3

                      Consolidated Balance Sheets                                                              4

                      Consolidated Statements of Cash Flows                                                    6

                      Consolidated Statements of Stockholder's Equity                                          8

                      Notes to Consolidated Financial Statements                                               9

             Item 2   Management's Discussion and Analysis of Financial Condition and Results
                      of Operations                                                                            14

             Item 3   Quantitative and Qualitative Disclosures About Market Risk                               22

             Item 4   Controls and Procedures                                                                  23

Part II      OTHER INFORMATION                                                                                 24

             Item 1   Legal Proceedings                                                                        24

             Item 6   Exhibits and Reports on Form 8-K                                                         24

             Signature                                                                                         24
</TABLE>


PART I     FINANCIAL INFORMATION

ITEM 1     FINANCIAL STATEMENTS

GWL&A FINANCIAL INC.

CONSOLIDATED STATEMENTS OF INCOME
[Dollars in Thousands]
<TABLE>
======================================================================================================================
[Unaudited]
                                                     Three Months Ended                   Nine Months Ended
                                                       September 30,                        September 30,
                                              ---------------------------------    ---------------------------------
REVENUES:                                          2004              2003               2004               2003
                                              ---------------   ---------------    ---------------    ---------------
                                                                 (Restated -                           (Restated -
                                                                 see Note 4)                           see Note 4)
<S>                                               <C>               <C>                <C>                <C>
  Premium income (net of
   premiums ceded totaling
   $125,667, $269,710,
   $566,407 and, $313,950)                 $      184,925     $     1,495,728   $        387,859   $      2,003,324
  Fee income                                      232,985             209,900            674,164            632,375
  Net investment income                           277,206             252,738            796,807            673,486
  Net realized gains (losses) on
   investments                                     13,611              (9,149)            31,080             41,701
                                              ---------------   ---------------    ---------------    ---------------
                                                  708,727           1,949,217          1,889,910          3,350,886
                                              ---------------   ---------------    ---------------    ---------------
BENEFITS AND EXPENSES:

  Life and other policy benefits
   (net of reinsurance recoveries
   totaling $99,357, $274,402,
   $292,272 and $296,812)                         154,636             (22,726)           595,069            353,955
  Increase (decrease) in reserves                  13,014           1,466,034           (250,047)         1,520,203
  Interest paid or credited to
    contractholders                               133,516             113,776            344,959            358,367
  Provision for policyholders' share
   of earnings on participating
   business                                         4,119              (2,867)            10,670              2,779
  Dividends to policyholders                       21,939              30,175             79,414             70,704
                                              ---------------   ---------------    ---------------    ---------------
                                                  327,224           1,584,392            780,065          2,306,008

  Commissions                                      46,536              46,893            145,486            127,000
  Operating expenses                              194,528             189,711            581,330            525,016
  Premium taxes                                     9,655               8,903             24,618             24,119
                                              ---------------   ---------------    ---------------    ---------------
                                                  577,943           1,829,899          1,531,499          2,982,143
                                              ---------------   ---------------    ---------------    ---------------
INCOME BEFORE INCOME
  TAXES                                           130,784             119,318            358,411            368,743

PROVISION FOR INCOME
  TAXES:
   Current                                         33,181              48,452            121,883            109,806
   Deferred                                         8,046              (8,910)            (5,736)            13,871
                                              ---------------   ---------------    ---------------    ---------------
                                                   41,227              39,542            116,147            123,677
                                              ---------------   ---------------    ---------------    ---------------

NET INCOME                                 $       89,557     $        79,776   $        242,264   $        245,066
                                              ===============   ===============    ===============    ===============

</TABLE>
See notes to consolidated financial statements.




GWL&A FINANCIAL INC.

CONSOLIDATED BALANCE SHEETS
[Dollars in Thousands]
<TABLE>
======================================================================================================================

                                                                           September 30,            December 31,
ASSETS                                                                         2004                     2003
------
                                                                        --------------------    ---------------------
                                                                            [unaudited]
INVESTMENTS:
<S>                                                                           <C>                     <C>
  Fixed maturities available-for-sale, at fair value
   (amortized cost $12,493,302 and $12,757,614)                     $         12,829,080     $        13,136,564
  Mortgage loans on real estate (net of allowances
   of $25,889 and $31,889)                                                     1,610,383               1,885,812
  Equity investments, at fair value (cost $557,761 and
   $407,797)                                                                     601,011                 433,259
  Real estate                                                                      9,497                   7,912
  Policy loans                                                                 3,490,023               3,389,534
  Short-term investments, available-for-sale
   (cost approximates fair value)                                              1,045,011                 853,716
                                                                        --------------------    ---------------------

    Total investments                                                         19,585,005              19,706,797

OTHER ASSETS:
  Cash                                                                           111,749                 188,383
  Reinsurance receivable
   Related party                                                                 304,834               1,312,139
   Other                                                                       1,103,321                 320,744
  Deferred policy acquisition costs                                              291,949                 284,866
  Deferred ceding commission                                                      92,244                 285,165
  Investment income due and accrued                                              149,694                 165,417
  Amounts receivable related to uninsured accident
   and health plan claims (net of allowances of
   $26,185 and $32,329)                                                          142,749                 129,031
  Premiums in course of collection (net of allowances
   of $8,029 and $9,768)                                                          57,655                  75,809
  Deferred income taxes                                                          110,810                 122,162
  Other assets                                                                   813,934                 754,160
SEPARATE ACCOUNT ASSETS                                                       13,323,594              13,175,480
                                                                        --------------------    ---------------------







TOTAL ASSETS                                                        $         36,087,538     $        36,520,153
                                                                        ====================    =====================

                                                                                                    (continued)
</TABLE>




GWL&A FINANCIAL INC.

CONSOLIDATED BALANCE SHEETS
[Dollars in Thousands]
<TABLE>
======================================================================================================================

                                                                           September 30,            December 31,
LIABILITIES AND STOCKHOLDER'S EQUITY                                           2004                     2003
------------------------------------
                                                                        --------------------    ---------------------
                                                                            [unaudited]
POLICY BENEFIT LIABILITIES:
<S>                                                                           <C>                     <C>
  Policy reserves                                                   $         18,013,039     $        18,650,078
  Policy and contract claims                                                     365,636                 418,930
  Policyholders' funds                                                           342,283                 368,076
  Provision for policyholders' dividends                                          85,560                  89,121
  Undistributed earnings on participating business                               190,841                 177,175

GENERAL LIABILITIES:
  Due to GWL                                                                      21,701                  30,950
  Repurchase agreements                                                          571,592                 389,715
  Commercial paper                                                                97,042                  96,432
  Junior subordinated debentures                                                 180,449                 180,449
  Other liabilities                                                              865,948               1,056,534
SEPARATE ACCOUNT LIABILITIES                                                  13,323,594              13,175,480
                                                                        --------------------    ---------------------

    Total liabilities                                                         34,057,685              34,632,940
                                                                        --------------------    ---------------------

STOCKHOLDER'S EQUITY:

  Preferred stock, $1 par value, 50,000,000 shares
   authorized; 0 shares issued and outstanding
  Common stock, $1 par value; 500,000 shares
   authorized; 50,025 shares issued and outstanding                                  250                     250
  Additional paid-in capital                                                     731,200                 729,397
  Accumulated other comprehensive income                                         126,456                 127,811
  Retained earnings                                                            1,171,947               1,029,755
                                                                        --------------------    ---------------------

    Total stockholder's equity                                                 2,029,853               1,887,213
                                                                        --------------------    ---------------------





TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                          $         36,087,538     $        36,520,153
                                                                        ====================    =====================

See notes to consolidated financial statements.                                                     (Concluded)
</TABLE>



GWL&A FINANCIAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
[Dollars in Thousands]
<TABLE>
======================================================================================================================
[Unaudited]
                                                                                     Nine Months Ended
                                                                                       September 30,
                                                                        ---------------------------------------------
OPERATING ACTIVITIES:                                                          2004                     2003
                                                                        -------------------     ---------------------
                                                                                                    (Restated -
                                                                                                     see Note 4)
<S>                                                                              <C>                   <C>
  Net income                                                        $            242,264     $           245,066
  Adjustments to reconcile net income to net cash
     provided by (used in) operating activities:
   Earnings allocated to participating policyholders                              10,670                   2,779
   Amortization of investments                                                    32,053                 (38,819)
   Net realized gains on investments
    and write-downs of mortgage loans and real estate                            (31,080)                (41,701)
   Depreciation and amortization                                                  54,954                  25,039
   Deferred income taxes                                                          (5,736)                 13,871
  Changes in assets and liabilities:
   Policy benefit liabilities                                                   (265,746)                786,810
   Reinsurance receivable                                                        104,853                  31,464
   Accrued interest and other receivables                                         13,597                  (7,824)
   Other, net                                                                   (183,922)                151,793
                                                                        --------------------    ---------------------
    Net cash (used in) provided by operating activities                          (28,093)              1,168,478
                                                                        --------------------    ---------------------

INVESTING ACTIVITIES:

  Proceeds from sales, maturities, and redemptions of investments: Fixed
   maturities available-for-sale:
    Sales                                                                      6,334,760               7,845,946
    Maturities and redemptions                                                 4,040,872               2,361,996
   Mortgage loans                                                                269,983                 125,116
   Real estate                                                                     1,434                   3,000
   Common stock                                                                   74,265                  34,866
  Purchases of investments:
   Fixed maturities held-to-maturity                                         (10,075,221)            (10,743,450)
   Mortgage loans                                                                (25,553)                (18,700)
   Real estate                                                                      (178)                   (522)
   Common stock                                                                 (218,438)                 (8,809)
   Net change in short-term investments                                         (191,295)               (477,184)
   Acquisitions, net of cash acquired                                                                   (128,636)
   Other, net                                                                    (97,999)                  8,480
                                                                        --------------------    ---------------------
    Net cash provided by (used in) investing activities                          112,630                (997,897)
                                                                        --------------------    ---------------------






                                                                                                    (continued)

GWL&A FINANCIAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
[Dollars in Thousands]
======================================================================================================================
[Unaudited]
                                                                                     Nine Months Ended
                                                                                       September 30,
                                                                        ---------------------------------------------
FINANCING ACTIVITIES:                                                          2004                     2003
                                                                        --------------------    ---------------------

  Contract withdrawals, net of deposits                             $           (234,337)    $          (460,723)
  Due to GWL                                                                      (9,249)                 (8,347)
  Dividends paid                                                                (100,072)                (54,665)
  Commercial paper borrowings, net                                                   610                   2,978
  Repurchase agreements borrowings (repayments), net                             181,877                 325,862
                                                                        --------------------    ---------------------

    Net cash used in financing activities                                       (161,171)               (194,895)
                                                                        --------------------    ---------------------

NET DECREASE IN CASH                                                             (76,634)                (24,314)

CASH, BEGINNING OF PERIOD                                                        188,383                 154,631
                                                                        --------------------    ---------------------

CASH, END OF PERIOD                                                 $            111,749     $           130,317
                                                                        ====================    =====================


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

  Cash paid during the year for:
     Income taxes                                                   $            123,799     $            66,997
     Interest                                                                     11,443                  11,565







See notes to consolidated financial statements.                                                     (Concluded)

</TABLE>



GWL&A FINANCIAL INC.

CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 [Dollars and Shares in Thousands]
<TABLE>
====================================================================================================================================
[Unaudited]

                                                                                       Accumulated Other
                                                                                  Comprehensive Income (Loss)
                                                                                 ----------------------------
                                                                                  Unrealized     Minimum
                             Preferred Stock         Common Stock     Additional   Gains       Pension
                           -------------------- --------------------   Paid-in   (Losses) on   Liability      Retained
                            Shares      Amount   Shares      Amount    Capital   Securities    Adjustment     Earnings      Total
                           ---------   -------- ---------   --------  ---------  ------------  ------------  -----------  ---------
<S>              <C>            <C>  <C>         <C>      <C>        <C>        <C>           <C>           <C>         <C>
BALANCE, JANUARY 1, 2004        0    $      0    50,025   $     250  $ 729,397  $   137,122   $   (9,311)   $ 1,029,755 $ 1,887,213

Net income                                                                                                      242,264     242,264
Other comprehensive income                                                           (1,355)                                 (1,355)
                                                                                                                          ---------
Total comprehensive income                                                                                                  240,909
                                                                                                                          ---------
Dividends                                                                                                      (100,072)   (100,072)
Income tax benefit on stock
  compensation                                                           1,803                                                1,803

                           ---------   -------- ---------   --------  ---------  -----------  ------------  -----------  ----------
BALANCE, SEPTEMBER 30, 2004     0    $      0    50,025   $     250  $ 731,200  $   135,767   $   (9,311)   $ 1,171,947 $ 2,029,853
                           =========   ======== =========   ========  =========  ============  ============  ===========  =========

</TABLE>






See notes to consolidated financial statements.





GWL&A FINANCIAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[Amounts in Thousands]
================================================================================
[Unaudited]

1.       BASIS OF PRESENTATION

         The consolidated financial statements and related notes of GWL&A
         Financial Inc. (the Company) have been prepared in accordance with
         accounting principles generally accepted in the United States of
         America (GAAP) applicable to interim financial reporting and do not
         include all of the information and footnotes required for complete
         financial statements. However, in the opinion of management, these
         statements include all normal recurring adjustments necessary for a
         fair presentation of the results. These financial statements should be
         read in conjunction with the audited consolidated financial statements
         and the accompanying notes included in the Company's latest annual
         report on Form 10-K for the year ended December 31, 2003.

         Operating results for the nine months ended September 30, 2004 are not
         necessarily indicative of the results that may be expected for the full
         year ending December 31, 2004.

         Great-West Lifeco Inc., of which the Company is an indirect
         wholly-owned subsidiary, has a stock option plan (the plan) that
         provides for the granting of options on its common shares to certain of
         its officers and employees and those of its subsidiaries, including the
         Company. The Company accounts for options granted under the plan in
         accordance with the recognition and measurement principles of APB
         Opinion No. 25 "Accounting for Stock Issued to Employees," and related
         interpretations. No stock-based employee compensation cost is reflected
         in net income, as all options granted under the plan had an exercise
         price equal to the market value of the underlying common stock on the
         date of grant. The following table illustrates the effect on net income
         if the Company had applied the fair value recognition provisions of
         FASB Statement No. 123, "Accounting for Stock-Based Compensation" to
         stock-based employee compensation.

<TABLE>

                                                   For the Three Months Ended          For the Nine Months Ended
                                                          September 30,                      September 30,
                                                  ------------------------------     ------------------------------
                Proforma Disclosures                  2004             2003              2004             2003
         ------------------------------------     -------------    -------------     -------------    -------------
<S>                                           <C>               <C>              <C>               <C>
          Net income as reported              $       89,557    $      79,776    $      242,264    $     245,066
          Less compensation for fair value
           of stock options, net of related
           tax effects                                   934              818             2,854            2,219
                                                  -------------    -------------     -------------    -------------
          Proforma net income                 $       88,623    $      78,958    $      239,410    $     242,847
                                                  =============    =============     =============    =============
</TABLE>
         Certain reclassifications (in addition to the restatement discussed in
         Note 4) have been made to the 2003 consolidated financial statements to
         conform to the 2004 presentation. These changes in classification had
         no effect on previously reported stockholder's equity or net income.

  2. NEW ACCOUNTING PRONOUNCEMENTS

         In January 2004, FASB issued Emerging Issues Task Force ("EITF") Issue
         No. 03-1, The Meaning of Other-Than Temporary Impairment and Its
         Application to Certain Investments ("EITF 03-1"). EITF 03-1 provides
         guidance on the disclosure requirements, which were effective as of
         December 31, 2003, for other-than-temporary impairments of debt and
         marketable equity investments that are accounted for under SFAS No.
         115, Accounting for Certain Investments in Debt and Equity Securities
         ("SFAS 115"). EITF 03-1 also included guidance on the measurement and
         recognition of other-than-temporary impairments of certain investments,
         which was originally going to be effective during the quarter ended
         September 30, 2004. However, in response to various concerns raised by
         financial statement preparers and others, the measurement and
         recognition provisions of EITF 03-1 were delayed. The staff of the
         Financial Accounting Standards Board ("FASB") is currently evaluating
         the guidance EITF 03-1 in the context of developing implementation
         guidance for its measurement and recognition provisions. The Company is
         continuing to evaluate potential other than temporary impairments under
         SFAS 115 and SEC Staff Accounting Bulletin Topic 5-M, Other Than
         Temporary Impairment Of Certain Investments In Debt and Equity
         Securities. Due to the current uncertainty as to the implementation
         guidance for EITF 03-1 by the FASB staff, the Company is unable to
         evaluate the impact EITF 03-1 will ultimately have on its financial
         position or results of operations.

3.       JUNIOR SUBORDINATED DEBENTURES

         On May 4, 1999, Great-West Life & Annuity Insurance Capital I (the
         Trust), the Company's wholly-owned subsidiary trust created under the
         laws of the State of Delaware, issued $175.0 million of subordinated
         capital income securities. The sole assets of the Trust are the $180.4
         million aggregate principal amount of the Company's 7.25% junior
         subordinated debentures due June 30, 2048. The obligations of the trust
         related to its junior subordinated debentures are fully and
         unconditionally guaranteed by the Company. The Trust is not
         consolidated in accordance with FASB Interpretation 46R "Consolidation
         of Variable Interest Entities."

4.       RELATED-PARTY TRANSACTIONS

         On July 10, 2003, Lifeco completed its acquisition of Canada Life
         Financial Corporation (CLFC), the parent company of The Canada Life
         Assurance Company (CLAC). Immediately thereafter, Lifeco transferred
         all of the common shares of CLFC it acquired to its subsidiary, The
         Great-West Life Assurance Company. On December 31, 2003, CLAC
         transferred all of the outstanding common shares of Canada Life
         Insurance Company of America (CLICA) and Canada Life Insurance Company
         of New York (CLINY) owned by it to the Company.

         The CLICA and CLNY acquisitions have been accounted for as a
         "reorganization of businesses under common control." Accordingly, the
         assets and liabilities of CLICA and CLINY were recorded at Lifeco's
         cost basis, and the results of operations of CLICA and CLINY from July
         10, 2003 through December 31, 2003 were included in the Company's 2003
         annual financial statements.

         As a result of the accounting as a "reorganization of businesses under
         common control" the Company has restated the Statements of Income for
         the three and nine month periods ended September 30, 2003 and its
         Statement of Cash Flows for the nine month period ended September 30,
         2003 to include the following related to CLICA and CLINY for the period
         from July 10, 2003 to September 30, 2003:


                              Three and Nine Month
                                  Periods Ended
                               September 30, 2003
                                           ---------------------------
         Total revenues                 $           49,859

         Benefits                                   41,693
         Operating expenses                          5,791
                                           ---------------------------
          Total benefits and
              expenses                              47,484

         Income from operations                      2,375

         Income taxes                                  831
                                           ---------------------------
         Net income                     $            1,544
                                           ===========================

         On August 31, 2003, the Company and CLAC, a wholly owned subsidiary of
         CLFC, entered into an Indemnity Reinsurance Agreement pursuant to which
         the Company reinsured 80% (45% coinsurance and 35% coinsurance with
         funds withheld) of certain United States life, health and annuity
         business of CLAC's U.S. branch. During the third quarter of 2004, the
         deferred ceding commission asset and certain policy reserve liabilities
         acquired as part of this reinsurance transaction were both decreased
         $157 million based on the Company's final analysis of the policy
         reserves acquired. CLAC's U.S. branch had not previously computed
         policy liabilities under U.S. GAAP, which required the Company to
         estimate the amount of liabilities assumed, which estimate was
         approximately $3.0 billion at September 1, 2003. These adjustments had
         no material effect on the Company's consolidated financial position or
         results of operations.

         On February 29, 2004, CLAC recaptured the group life and health
         business from the Company associated with the original Indemnity
         Reinsurance Agreement dated August 31, 2003. The Company recorded $256
         million of negative premium income and decrease in reserves associated
         with these policies. The Company recorded, at fair value, the following
         at February 29, 2004 as a result of this transaction:

<TABLE>

         Assets (In millions)                                       Liabilities and Stockholder's Equity (In millions)
         --------------------------------------------------------   ------------------------------------------------
<S>                                        <C>                                                  <C>
         Cash                              $             (126)      Policy reserves             $            (280)
         Reinsurance receivable                          (148)      Policy and contract claims                (33)
         Deferred ceding commission                       (24)
         Premiums in course of
           collection                                     (15)

                                              -------------------                                  -----------------
                                           $             (313)                                  $            (313)
                                              ===================                                  =================
</TABLE>

5.       REINSURANCE

         In addition to the Indemnity Reinsurance Agreement entered into with
         CLAC (see Note 4 above), the Great-West Healthcare division of the
         Company entered into a reinsurance agreement during 2003 with Allianz
         Risk Transfer (Bermuda) Limited (Allianz) to cede 90% in 2003 and 75%
         in 2004 of direct written group health stop-loss and excess loss
         activity.

6.       COMPONENTS OF NET PERIODIC BENEFIT COST

         The cost of employee benefit plans included in operating expenses is as
         follows:

<TABLE>

                                                                               Post-Retirement
                                                      Pension Benefits           Medical Plan
                                                    ----------------------   ---------------------
                                                      For the Three Months Ended September 30,
                                                      2004         2003        2004        2003
         ----------------------------------------   ---------    ---------   ---------   ---------
<S>                                               <C>         <C>          <C>         <C>
          Service cost                            $   2,144   $    2,067   $     722   $     512
          Interest cost                               3,329        3,069         684         567
          Expected return on plan assets             (3,733)      (3,238)
          Amortization of transition obligation        (379)        (379)
          Amortization of unrecognized prior
          service cost                                  158          158        (178)       (178)
          Amortization of gain from earlier
          periods                                       688          872         166          65
                                                    ---------    ---------   ---------   ---------
          Net periodic cost                       $   2,207   $    2,549   $   1,394   $     966
                                                    =========    =========   =========   =========

                                                                               Post-Retirement
                                                      Pension Benefits           Medical Plan
                                                    ----------------------   ---------------------
                                                       For the Nine Months Ended September 30,
                                                      2004         2003        2004        2003
         ----------------------------------------   ---------    ---------   ---------   ---------

          Service cost                            $   6,432   $    6,201   $   2,166   $   1,533
          Interest cost                               9,987        9,207       2,052       1,703
          Expected return on plan assets            (11,199)      (9,716)
          Amortization of transition obligation      (1,137)      (1,137)
          Amortization of unrecognized prior
          service cost                                  474          474        (534)       (534)
          Amortization of gain from earlier
          periods                                     2,064        2,618         498         195
                                                    ---------    ---------   ---------   ---------
          Net periodic cost                       $   6,621   $    7,647   $   4,182   $   2,897
                                                    =========    =========   =========   =========
</TABLE>

         During the third quarter of 2004, the Company made a payment to fund
         its 2004 pension plan obligation in the amount of $3.2 million. This
         payment completely funded the 2004 obligation.

7.       SEGMENT INFORMATION

         The Company has two reportable segments: Great-West Healthcare and
         Financial Services. The Great-West Healthcare segment markets group
         life and health insurance to small and mid-sized corporate employers.
         The Financial Services segment markets and administers savings products
         to public and not-for-profit employers, corporations, and individuals
         and offers life insurance products to individuals and businesses. The
         Company's reportable segments are strategic business units that offer
         different products and services. They are managed separately as each
         segment has unique distribution channels.

         The following table summarizes the financial results of the Company's
         Great-West Healthcare segment for the three and nine months ended
         September 30, 2004 and 2003:

<TABLE>

                                              Three Months Ended Sept. 30,            Nine Months Ended Sept. 30,
                                           -----------------------------------    ------------------------------------
                                                2004                2003               2004                2003
         ------------------------------    ----------------    ---------------    ---------------    -----------------
<S>                                     <C>                 <C>                <C>                <C>
         Premium income                 $       131,407     $        (8,322)   $       163,295    $       418,433
         Fee income                             165,296             149,304            472,980            459,502
         Net investment income                    9,290              16,910             32,598             48,063
         Realized investment
          gains                                   4,893               1,238              5,432             10,971
                                           ---------------    ---------------    ---------------    -----------------
         Total revenues                         310,886             159,130            674,305            936,969

         Total benefits and
          expenses                              260,025              91,325            520,962            731,343
         Income tax expenses                     16,685              24,615             50,662             71,126
                                           ---------------    ---------------    ---------------    -----------------
         Net income                     $        34,176     $        43,190    $       102,681    $       134,500
                                           ================    ===============    ===============    =================

         The following table summarizes the financial results of the Company's
         Financial Services segment for the three and nine months ended
         September 30, 2004 and 2003 (as restated, see Note 4):

                                              Three Months Ended Sept. 30,            Nine Months Ended Sept. 30,
                                           -----------------------------------    ------------------------------------
                                                2004                2003               2004                2003
         ------------------------------    ----------------    ---------------    ---------------    -----------------
                                                                 (Restated)                              (Restated)
         Premium income                 $        53,518     $     1,504,050    $       224,564    $     1,584,891
         Fee income                              67,689              60,596            201,184            172,873
         Net investment income                  267,916             235,827            764,209            625,423
         Realized investment
          gains (losses)                          8,718             (10,387)            25,648             30,729
                                           ---------------    ---------------    ---------------    -----------------
         Total revenues                         397,841           1,790,087          1,215,605          2,413,916

         Total benefits and
          expenses                              317,918           1,738,574          1,010,537          2,250,800
         Income tax expenses                     24,542              14,927             65,485             52,550
                                           ---------------    ---------------    ----------------    -----------------
         Net income                     $        55,381     $        36,586    $       139,583    $       110,566
                                           ================    ===============    ===============    =================
</TABLE>

8.       OTHER

         The Company is involved in various legal proceedings that arise in the
         ordinary course of its business. In the opinion of management, after
         consultation with counsel, the resolution of these proceedings should
         not have a material adverse effect on its consolidated financial
         position or results of operations.

9.       SUBSEQUENT EVENT

         On November 4, 2004, the Company announced that $175 million of
         deferrable debentures, due in 2034, will be issued through an
         affiliated limited partnership and offered to qualified institutional
         investors pursuant to Rule 144A under the Securities Act of 1933, as
         amended.

         Upon the closing of the offering, and subject to the final approval of
         the Colorado Division of Insurance, the Company intends to use the
         proceeds of the offering to purchase a subordinated note from its
         subsidiary, Great-West Life & Annuity Insurance Company, and thereafter
         to proceed with redemption of the existing $175 million of 7.25%
         subordinated capital income securities issued by Great-West Life &
         Annuity Insurance Capital I in 1999.


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         GENERAL

         This Form 10-Q contains forward-looking statements. Forward-looking
         statements are statements not based on historical information and that
         relate to future operations, strategies, financial results, or other
         developments. In particular, statements using verbs such as "expect,"
         "anticipate," "believe," or words of similar import generally involve
         forward-looking statements. Without limiting the foregoing,
         forward-looking statements include statements which represent the
         Company's beliefs concerning future or projected levels of sales of its
         products, investment spreads or yields, or the earnings or
         profitability of its activities. Forward-looking statements are
         necessarily based upon estimates and assumptions that are inherently
         subject to significant business, economic, and competitive
         uncertainties and contingencies, many of which are beyond the Company's
         control and many of which, with respect to future business decisions,
         are subject to change. These uncertainties and contingencies can affect
         actual results and could cause actual results to differ materially from
         those expressed in any forward-looking statements made by, or on behalf
         of, the Company. Whether or not actual results differ materially from
         forward-looking statements may depend on numerous foreseeable and
         unforeseeable events or developments, some of which may be national in
         scope, such as general economic conditions and interest rates, some of
         which may be related to the insurance industry generally, such as
         pricing competition, regulatory developments, and industry
         consolidation, and others of which may relate to the Company
         specifically, such as credit, volatility, and other risks associated
         with its investment portfolio, and other factors. Readers are also
         directed to consider other risks and uncertainties discussed in
         documents filed by the Company and certain of its subsidiaries with the
         Securities and Exchange Commission.

         The following discussion addresses the financial condition of the
         Company as of September 30, 2004, compared with December 31, 2003, and
         its results of operations for the three and nine months ended September
         30, 2004, compared with the same periods last year. The discussion
         should be read in conjunction with the Management's Discussion and
         Analysis of Financial Condition and Results of Operations section
         included in the Company's report on Form 10-K for the year ended
         December 31, 2003, to which the reader is directed for additional
         information.

<TABLE>
               Operating Summary                     Three Months Ended                   Nine Months Ended
                                                        September 30,                       September 30,
                                            ----------------------------------    ----------------------------------
                 [In millions]                   2004               2003               2004               2003
         -------------------------------    ---------------    ---------------    ---------------    ---------------
                                                                  (Restated)                            (Restated)
<S>                                      <C>                <C>                <C>                <C>
         Premium income                  $           185    $         1,496    $           388    $         2,003
         Fee income                                  233                209                674                632
         Net investment income                       277                253                797                674
         Realized investment
          gains (losses)                              14                 (9)                31                 42
                                            ---------------    ---------------    ---------------    ---------------
         Total revenues                              709              1,949              1,890              3,351

         Total benefits and
          expenses                                   578              1,830              1,532              2,982
         Income tax expenses                          41                 39                116                124
                                            ---------------    ---------------    ---------------    ---------------
         Net income                      $            90    $            80    $           242    $           245
                                            ===============    ===============    ===============    ===============

         Deposits for investment-
          type contracts                 $           191    $           144    $           535    $           413
         Deposits to separate
          accounts                                   475                483              1,467              1,533
         Self-funded premium
          equivalents                              1,194              1,157              3,519              3,559
</TABLE>

<TABLE>

                              Balance Sheet                            September 30,         December 31,
                              [In millions]                                 2004                 2003
         --------------------------------------------------------    -------------------    ----------------
<S>                                                               <C>                    <C>
         Investment assets                                        $        19,585        $        19,706
         Separate account assets                                           13,324                 13,175
         Total assets                                                      36,088                 36,520
         Total policy benefit liabilities                                  18,997                 19,703
         Due to Great-West Life Assurance Company                              22                     31
         Total stockholder's equity                                         2,030                  1,887
</TABLE>
         CONSOLIDATED RESULTS

         The Company's consolidated net income increased $10 million or 13% for
         the third quarter of 2004 when compared to the same period in 2003. The
         net income increase reflects a $19 million increase in the Financial
         Services segment offset by a $9 million decrease in the Great-West
         Healthcare segment.

         The Company's consolidated net income decreased $3 million or 1% for
         the first nine months of 2004 when compared to the same period in 2003.
         The net income decrease reflects a $33 million decrease in the
         Great-West Healthcare segment offset by a $30 million increase in the
         Financial Services segment.

         Total revenues decreased $1,240 million or 64% for the third quarter of
         2004 when compared to the same period in 2003. The decrease is
         primarily a combination of a $1,427 million decrease as a result of the
         Indemnity Reinsurance Agreement entered into on August 31, 2003 with
         CLAC (see Note 4 to the accompanying financial statements), a $18
         million decrease in the Financial Services segment (excluding Canada
         Life activity), an increase in Canada Life activity (Canada Life
         activity) during the period of $29 million and a $176 million increase
         in the Great-West Healthcare segment (excluding Canada Life activity).

         Total revenues decreased $1,461 million or 44% for the first nine
         months of 2004 when compared to the same period in 2003. The decrease
         is primarily due to a $1,377 million decrease as a result of the
         Indemnity Reinsurance Agreement entered into on August 31, 2003 with
         CLAC (see Note 4 to the accompanying financial statements) and Canada
         Life activity during the period, a $50 million decrease in the
         Financial Services segment (excluding Canada Life activity), and a $31
         million decrease in the Great-West Healthcare segment (excluding Canada
         Life activity).

         Benefits and expenses decreased $1,252 million or 68% for the third
         quarter of 2004 when compared to the same period in 2003. The decrease
         in benefits and expenses is primarily due to a $1,411 million decrease
         as a result of the Indemnity Reinsurance Agreement entered into on
         August 31, 2003 with CLAC (see Note 4 to the accompanying financial
         statements) and Canada Life activity (Canada Life activity) during the
         period, a $29 million decrease in the Financial Services segment
         (excluding Canada Life activity), offset by a $188 million increase in
         the Great-West Healthcare segment (excluding Canada Life activity).

         Benefits and expenses decreased $1,450 million or 49% for the first
         nine months of 2004 when compared to the first nine months in 2003. The
         decrease in benefits and expenses is primarily due to a $1,420 million
         decrease as a result of the Indemnity Reinsurance Agreement entered
         into on August 31, 2003 with CLAC (see Note 4 to the accompanying
         financial statements) and Canada Life activity (Canada Life activity)
         during the period, a $51 million decrease in the Financial Services
         segment (excluding Canada Life activity), offset by a $21 million
         increase in the Great-West Healthcare segment (excluding Canada Life
         activity).

         In evaluating its results of operations, the Company also considers net
         changes in deposits received for investment-type contracts, deposits to
         separate accounts and self-funded premium equivalents. Self-funded
         premium equivalents represent paid claims under minimum premium and
         administrative services only contracts. These amounts approximate the
         additional premiums, which would have been earned under such contracts
         if they had been written as traditional indemnity or HMO programs.

         Deposits for investment-type contracts increased $47 million or 33% and
         $122 million or 30% for the third quarter and the nine months of 2004
         when compared to the same periods in 2003.

         Deposits for separate accounts decreased $8 million or 2% and $66
         million or 4% for the third quarter and the first nine months of 2004,
         respectively, when compared to the same periods in 2003.

         Self-funded premium equivalents increased $37 million or 3% and
         decreased $40 million or 1% for the third quarter and the first nine
         months of 2004, respectively, when compared to the same periods in
         2003.

         The segment information below discusses the reasons for these changes.

         SEGMENT RESULTS

         Great-West Healthcare

         The following is a summary of certain financial data of the Great-West
         Healthcare segment:

<TABLE>


               Operating Summary                     Three Months Ended                  Nine Months Ended
                                                       September 30,                        September 30,
                                            ----------------------------------    ----------------------------------
                 [In millions]                   2004               2003               2004               2003
         -------------------------------    ---------------    ---------------    ---------------    ---------------
<S>                                      <C>                <C>                <C>                <C>
         Premium income                  $           131    $            (8)   $           163    $           418
         Fee income                                  165                149                473                460
         Net investment income                         9                 17                 33                 48
         Realized investment gains                     5                  1                  5                 11
                                            ---------------    ---------------    ---------------    ---------------
         Total revenues                              310                159                674                937

         Total benefits and
          expenses                                   260                 92                521                731
         Income tax expenses                          16                 24                 51                 71
                                            ---------------    ---------------    ---------------    ---------------
         Net income                      $            34    $            43    $           102    $           135
                                            ===============    ===============    ===============    ===============

         Self-funded premium
          equivalents                    $         1,194    $         1,157    $         3,519    $         3,559
</TABLE>

         The decrease in earnings for the third quarter and the first nine
         months of 2004 compared to the same periods of 2003 is primarily due to
         lower premium combined with lower aggregate stop loss recoveries on
         prior year deficits.

         Premium and fee income during the third quarter of 2004 increased by
         $155 million when compared to the same period of 2003. The increase
         related primarily to the Allianz reinsurance cession in the amount of
         $171 million. The third quarter 2003 negative premiums include nine
         months of cession due to the Allianz reinsurance agreement that was
         executed in September 2003 retroactive to January 1, 2003. The Allianz
         increase is offset by a $22 million decrease in Canada Life due to the
         February 2004 recapture discussed in Note 4.

         Premium and fee income during the first nine months of 2004 declined by
         $242 million when compared to the same period of 2003. The decrease
         consists primarily of a $230 million premium and fee income decrease
         associated with Canada Life results offset by a $16 million premium
         increase associated with the Allianz reinsurance cession. Canada Life
         premium includes a negative $207 million recorded in 2004 resulting
         primarily from $256 million of premiums related to the February 2004
         recapture discussed in Note 4, offset by $49 million of normal business
         activity recorded before the recapture. Excluding these variances,
         premium and fee income declined by $30 million or 3% when compared to
         the nine month period of 2003. The decrease is primarily due to a
         decline in membership during 2003 and during the first quarter of 2004.

         The Great-West Healthcare segment experienced a 5% increase in total
         health care membership from 1.856 million members at December 31, 2003,
         to 1.948 million members at September 30, 2004. There was a 5% increase
         in total health care membership from 1.856 million at September 30,
         2003 to 1.948 million at September 30, 2004. This included 6,200 and
         44,000 Canada Life stop loss members that renewed during the three and
         nine month periods ended September 30, 2004,respectively. Despite
         membership losses during the first quarter of 2004, there was
         membership growth during the first nine months of 2004. The increase
         was due primarily to higher persistency and higher sales associated
         with sales and service efforts.

         Total benefits and expenses increased $168 million during the third
         quarter of 2004 compared to the same period of 2003. The increase is
         primarily due to a $171 million increase associated with the Allianz
         reinsurance cession offset by a decrease of $19 million associated with
         Canada Life activity. The remaining increase of $16 million, or 3%, is
         primarily due to lower stop loss recoveries of prior year deficits and
         increased aggregate health claims in 2004.

         Total benefits and expenses decreased $210 million for the first nine
         months of 2004 compared to the same period of 2003. The decrease is
         primarily due to a $231 million decrease of Canada Life activity. The
         Canada Life decrease is offset by a $21 million increase in the Allianz
         reinsurance cession. There was also an $11 million increase primarily
         due to lower stop loss recoveries of prior year deficits and increased
         aggregate health claims in 2004.

         Canada Life total benefits and expenses include negative $210 million
         recorded in 2004 primarily resulting from $255 million of change in
         reserves as a result of the recapture discussed above offset by $45
         million of normal business activity before the February 29, 2004
         recapture.

         Self-funded premium equivalents increased by $37 million, or 3%, and
         decreased by $40 million, or 1%, for the third quarter and the first
         nine months of 2004, respectively, when compared to the same periods of
         2003. The increase in the current quarter is due to increased
         membership. The decrease during the first nine months of 2004 compared
         to the same period of 2003 is due to lower membership earlier in the
         year.

         Financial Services

         The following is a summary of certain financial data of the Financial
         Services segment.

<TABLE>

               Operating Summary                     Three Months Ended                  Nine Months Ended
                                                       September 30,                        September 30,
                                            ----------------------------------    ----------------------------------
                 [In millions]                   2004               2003               2004               2003
         -------------------------------    ---------------    ---------------    ---------------    ---------------
                                                                 (Restated)                             (Restated)
<S>                                      <C>                <C>                <C>                <C>
         Premium income                  $            54    $         1,504    $           225    $         1,585
         Fee income                                   68                 60                201                172
         Net investment income                       268                236                764                626
         Realized investment
          gains (losses)                               9                (10)                26                 31
                                            ---------------    ---------------    ---------------    ---------------
         Total revenues                              399              1,790              1,216              2,414

         Total benefits and
          expenses                                   318              1,738              1,011              2,251
         Income tax expenses                          25                 15                 65                 53
                                            ---------------    ---------------    ---------------    ---------------
         Net income                      $            56    $            37    $           140    $           110
                                            ===============    ===============    ===============    ===============

         Deposits for investment-
          type contracts                 $           191    $           144    $           535    $           413
         Deposits to separate
          accounts                                   475                483              1,467              1,533
</TABLE>

         Effective July 10, 2003, the Company acquired CLICA and CLNY. The
         results of operations for the life insurance and annuity business areas
         for these subsidiaries have been included in the results of operations
         for the third quarter and the first nine months of 2004 and 2003.

         Net income for Financial Services increased $19 million or 51%, and
         increased $30 million or 27%, in the third quarter and first nine
         months, respectively, of 2004 when compared to the same periods of
         2003. The increases in earnings in both periods were a combination of
         positive results from the Individual Markets line of business which is
         primarily related to Canada Life, and increases in Great-West
         Retirement Services line of business reflecting higher fees and
         improved investment margins from asset transfers from variable to fixed
         funds. Canada Life net income has improved from 2003 due to expense
         synergies generated from the consolidation of operations and the
         reduction of new business strain from curtailing sales activity.

         In addition, the Company entered into an Indemnity Reinsurance
         Agreement with CLAC pursuant to which it reinsured 80% (45% coinsurance
         and 35% coinsurance with funds withheld) of certain United States life,
         health and annuity business of CLAC's U.S. branch as of August 31,
         2003. The life insurance and annuity reinsurance transactions related
         to this agreement have also been included in the results of operations
         for the third quarter and the first nine months of 2004 and 2003. On
         August 31, 2003, the Company recorded $1,427 million in premium income
         and increase in reserves associated with this agreement.

         Excluding the Canada Life activity, total premiums and deposits to
         investment-type contracts and deposits to separate accounts, increased
         $25 million or 1% for the first nine months of 2004 when compared to
         the same period of 2003. Premiums and deposits have decreased $345
         million or 53% in the Individual Markets area where sales were lower
         for the first nine months of 2004 when compared to the first nine
         months of 2003. The decrease in the Individual Markets area was offset
         by a $370 million increase in the Retirement Services area, which is
         primarily due to additional premiums and deposits on new business at
         the end of 2003.

         Retirement participant accounts including third-party administration
         and institutional accounts increased 5.5% in 2004, from 2.266 million
         at December 31, 2003 to 2.389 million at September 30, 2004.

         Fee income has increased $24 million or 14%, excluding fee income
         associated with Canada Life, for the first nine months of 2004 when
         compared to the same period of 2003. Retirement products variable
         asset-based fees fluctuate with fluctuations in participant account
         values. Account values change due to cash flow and unrealized market
         gains and losses associated with fluctuations in the U.S. equities
         market.

         Excluding investment income associated with Canada Life activity,
         investment income decreased $63 million or 10% for the first nine
         months of 2004 when compared to the same period of 2003 primarily due
         to lower investment earned rates.

         Excluding total benefits and expenses associated with Canada Life
         activity, total benefits and expenses remained flat for the first nine
         months of 2004 when compared to the same period of 2003.

         GENERAL ACCOUNT INVESTMENTS

         The Company's primary investment objective is to acquire assets with
         duration and cash flow characteristics reflective of its liabilities,
         while meeting industry, size, issuer, and geographic diversification
         standards. Formal liquidity and credit quality parameters have also
         been established.

         The Company follows rigorous procedures to control interest rate risk
         and observes strict asset and liability matching guidelines. These
         guidelines ensure that even under changing market conditions, the
         Company's assets will meet the cash flow and income requirements of its
         liabilities. Using dynamic modeling to analyze the effects of a range
         of possible market changes upon investments and policyholder benefits,
         the Company works to ensure that its investment portfolio is
         appropriately structured to fulfill financial obligations to its
         policyholders.

         Fixed Maturities

         Fixed maturity investments include public and privately placed
         corporate bonds, government bonds, and mortgage-backed and asset-backed
         securities. The Company's strategy related to mortgage-backed and
         asset-backed securities is to focus on those investments with low
         prepayment risk and minimal credit risk. The Company does not invest in
         higher-risk collateralized mortgage obligations such as interest-only
         and principal-only strips, and currently has no plans to invest in such
         securities.

         Private placement investments are generally less marketable than
         publicly traded assets, yet they typically offer enhanced covenant
         protection that allows the Company, if necessary, to take appropriate
         action to protect its investment. The Company believes that the cost of
         the additional monitoring and analysis required by private placements
         is more than offset by their enhanced yield.

         One of the Company's primary objectives is to ensure that its fixed
         maturity portfolio is maintained at a high average quality, so as to
         limit credit risk. If not externally rated, the securities are rated by
         the Company on a basis intended to be similar to that of the rating
         agencies.

         The rating distribution of the Company's fixed maturity portfolio is
         summarized as follows:
<TABLE>

                                                                  September 30,               December 31,
                                                                      2004                        2003
                                                              ----------------------     -----------------------

<S>                                                                       <C>                         <C>
                                 AAA                                      56.2  %                     54.3  %
                                 AA                                        8.3  %                      8.7  %
                                  A                                       14.7  %                     16.0  %
                                 BBB                                      18.1  %                     18.4  %
                 BB and below (non-investment grade)                       2.7  %                      2.6  %
                                                              ----------------- ----     -----------------------
                                TOTAL                                    100.0  %                    100.0  %
                                                              ================= ====     =======================
</TABLE>

         During the first nine months of 2004, net unrealized losses on fixed
         maturities included in stockholder's equity, which is net of
         policyholder-related amounts and deferred income taxes, decreased
         stockholder's equity by $1.4 million.

         ACCOUNTING POLICIES

         The preparation of financial statements in conformity with accounting
         principles generally accepted in the United States of America requires
         the Company's management to make a variety of estimates and
         assumptions. These estimates and assumptions affect, among other
         things, the reported amounts of assets and liabilities, the disclosure
         of contingent liabilities and the reported amounts of revenues and
         expenses. Actual results can differ from the amounts previously
         estimated, which were based on the information available at the time
         the estimates were made.

         The critical accounting policies described below are those that the
         Company believes are important to the portrayal of its financial
         condition and results, and which require management to make difficult,
         subjective and/or complex judgments. Critical accounting policies cover
         accounting matters that are inherently uncertain because the future
         resolution of such matters is unknown. The Company believes that
         critical accounting policies include policy reserves, allowances for
         credit losses, deferred policy acquisition costs, and valuation of
         privately placed fixed maturities.

         Policy Reserves

         Life Insurance and Annuity Reserves - Life insurance and annuity policy
         reserves with life contingencies are computed on the basis of estimated
         mortality, investment yield, withdrawals, future maintenance and
         settlement expenses, and retrospective experience rating premium
         refunds. Annuity contract reserves without life contingencies are
         established at the contractholder's account value.

         Reinsurance - Policy reserves ceded to other insurance companies are
         carried as a reinsurance receivable on the balance sheet. The cost of
         reinsurance related to long-duration contracts is accounted for over
         the life of the underlying reinsured policies using assumptions
         consistent with those used to account for the underlying policies.
         Reinsurance contracts do not relieve the Company from its obligations
         to policyholders. Failure of reinsurers to honor their obligations
         could result in losses to the Company. The Company evaluates the
         financial condition of its reinsurers and monitors concentrations of
         credit risk arising from similar geographic regions, activities, or
         economic characteristics of the reinsurers to minimize its exposure to
         significant losses from reinsurer insolvencies. In the normal course of
         business, the Company seeks to limit its exposure to loss on any single
         insured and to recover a portion of benefits paid by ceding risks to
         other insurance enterprises under excess coverage and co-insurance
         contracts. The Company retains a maximum of $1.5 million of coverage
         per individual life on direct business written and up to $2.8 million
         of coverage per individual life on business reinsured from CLAC.

         Policy and Contract Claims - Policy and contract claims include
         provisions for reported life and health claims in process of
         settlement, valued in accordance with the terms of the related policies
         and contracts, as well as provisions for claims incurred and unreported
         based primarily on prior experience of the Company.

         Allowance For Credit Losses

         The Company maintains an allowance for credit losses at a level that,
         in management's opinion, is sufficient to absorb credit losses on its
         amounts receivable related to uninsured accident and health plan claims
         paid on behalf of policyholders and premiums in course of collection,
         and to absorb credit losses on its impaired loans. Management's
         judgment is based on past loss experience and current and projected
         economic conditions, and extensive situational analysis of each
         individual loan. The measurement of impaired loans is based on the fair
         value of the collateral.

         Deferred Policy Acquisition Costs

         Policy acquisition costs, which primarily consist of sales commissions
         and costs associated with the Company's sales representatives related
         to the production of new business, have been deferred to the extent
         deemed recoverable. These costs are variable in nature and are
         dependent upon sales volume. Deferred costs associated with the annuity
         products are being amortized over the life of the contracts in
         proportion to the emergence of gross profits. Retrospective adjustments
         of these amounts are made when the Company revises its estimates of
         current or future gross profits. Deferred costs associated with
         traditional life insurance are amortized over the premium paying period
         of the related policies in proportion to premium revenues recognized.

         Valuation Of Privately Placed Fixed Maturities

         The estimated fair values of private placement fixed maturities have
         been determined using available information and what management
         believes are appropriate valuation methodologies. However, considerable
         judgment is required to interpret market data to develop estimates of
         fair value. Accordingly, the estimates presented are not necessarily
         indicative of the amounts the Company could realize in a current market
         exchange. The use of different market assumptions and/or estimation
         methodologies may have a material effect on the estimated fair value
         amounts.

         To determine fair value for fixed maturities not actively traded, the
         Company utilizes discounted cash flows calculated at current market
         rates on investments of similar quality and term.

         New Accounting Pronouncements

         See Note 2 to the accompanying financial statements for a discussion of
         new accounting pronouncements that the Company will be adopting in the
         future.

         LIQUIDITY AND CAPITAL RESOURCES

         The Company's operations have liquidity requirements that vary among
         its principal product lines. Life insurance and pension plan reserves
         are primarily long-term liabilities. Accident and health reserves,
         including long-term disability, consist of both short-term and
         long-term liabilities. Life insurance and pension plan reserve
         requirements are usually stable and predictable, and are supported
         primarily by long-term, fixed income investments. Accident and health
         claim demands are stable and predictable but generally shorter term,
         requiring greater liquidity.

         Generally, the Company has met its operating requirements by
         maintaining appropriate levels of liquidity in its investment portfolio
         and utilizing positive cash flows from operations. Liquidity for the
         Company has remained strong, as evidenced by significant amounts of
         short-term investments and cash that totaled $1.2 billion and $1.0
         billion as of September 30, 2004 and December 31, 2003, respectively.
         In addition, 97% of the bond portfolio carried an investment grade
         rating at September 30, 2004 and December 31, 2003, thereby providing
         significant liquidity to the Company's overall investment portfolio.

         Funds provided by premiums and fees, investment income and maturities
         of investment assets are reasonably predictable and normally exceed
         liquidity requirements for payment of claims, benefits, and expenses.
         However, since the timing of available funds cannot always be matched
         precisely to commitments, imbalances may arise when demands for funds
         exceed those on hand. Also, a demand for funds may arise as a result of
         the Company taking advantage of current investment opportunities. The
         sources of the funds that may be required in such situations include
         the issuance of commercial paper and equity securities.

         The Company's financial strength provides the capacity and flexibility
         to enable it to raise funds in the capital markets through the issuance
         of commercial paper. The Company continues to be well capitalized, with
         sufficient borrowing capacity to meet the anticipated needs of its
         business. The Company had $97.0 million and $96.4 million of commercial
         paper outstanding at September 30, 2004 and December 31, 2003,
         respectively. The commercial paper has been given a rating of A-1+ by
         Standard & Poor's and a rating of P-1 by Moody's Investors Service,
         each being the highest rating available.

         Capital resources provide protection for policyholders and financial
         strength to support the underwriting of insurance risks, and allow for
         continued business growth. The amount of capital resources that may be
         needed is determined by the Company's senior management and Board of
         Directors, as well as by regulatory requirements. The allocation of
         resources to new long-term business commitments is designed to achieve
         an attractive return, tempered by considerations of risk and the need
         to support the Company's existing business.

         The Company entered into a line of credit agreement on March 26, 2004,
         which provides for loans up to $200 million to be used for general
         corporate purposes. The agreement expires March 26, 2005. At September
         30, 2004, the Company had notified the lender of its intent to borrow
         $173.6 million effective October 1, 2004.

Item 3.  QUANTITATIVE AND QUALITIVE DISCLOSURES ABOUT MARKET RISK

         The Company's assets are purchased to fund future benefit payments to
         its policyholders and contractholders. The primary risk of these assets
         is exposure to rising interest rates. The Company's exposure to foreign
         currency exchange rate fluctuations is minimal as only nominal foreign
         investments are held.

         To manage interest rate risk, the Company invests in assets that are
         suited to the products that it sells. For products with fixed and
         highly predictable benefit payments such as certificate annuities and
         payout annuities, the Company invests in fixed income assets with cash
         flows that closely match these products' liability cash flows. The
         Company is then protected against interest rate changes, as any change
         in the fair value of the assets will be offset by a similar change in
         the fair value of the liabilities. For products with uncertain timing
         of benefit payments such as portfolio annuities and life insurance, the
         Company invests in fixed income assets with expected cash flows that
         are earlier than the expected timing of the benefit payments.

         The Company also manages risk with interest rate derivatives such as
         interest rate caps that would pay it investment income if interest
         rates rise above the level specified in the cap. These derivatives are
         only used to reduce risk and are not used for speculative purposes.

         To manage foreign currency exchange risk, the Company uses currency
         swaps to convert foreign currency back to United States dollars. These
         swaps are purchased each time a foreign currency denominated asset is
         purchased.

         As a result of the coinsurance with funds withheld element of the
         Company's reinsurance of business of CLAC's US branch, it has recorded
         a derivative financial instrument to account for the different credit
         risks and other characteristics of the reinsurance receivable and the
         investment assets of CLAC that underlie that receivable. This
         derivative is carried at fair value and changes in fair value are
         included in net investment income as a non-cash charge or credit.
         Therefore, the Company's operating results are exposed to volatility,
         reflecting changes in the fair value of the underlying investment
         portfolio, which is exposed to interest rate, market and credit risk. A
         gain in the amount of $4.7 million and a loss in the amount of $2.3
         million net of tax, were included in net income for the third quarter
         and the first nine months of 2004, respectively, as a result of this
         derivative.

Item 4.  CONTROLS AND PROCEDURES

         Based on their evaluation as of September 30, 2004, the Chief Executive
         Officer and Chief Financial Officer have concluded that the Company's
         disclosure controls and procedures are effective at the reasonable
         assurance level in ensuring that information relating to the Company
         and its subsidiaries which is required to be disclosed in reports filed
         under the Securities Exchange Act of 1934 is (i) recorded, processed,
         summarized and reported in a timely manner; and is (ii) accumulated and
         communicated to the Company's senior management, including the
         President and Chief Executive Officer and the Executive Vice President
         and Chief Financial Officer, so that timely decisions may be made
         regarding disclosure.

         The Chief Executive Officer and Chief Financial Officer hereby confirm
         that there were no significant changes in its internal control over
         financial reporting that occurred during the Company's most recent
         fiscal quarter that have materially affected, or are reasonably likely
         to materially affect, the registrant's internal control over financial
         reporting.

PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

         There are no material pending legal proceedings to which the Company or
         any of its subsidiaries are a party or of which any of their property
         is the subject.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

<TABLE>
         (a)      Index to Exhibits

                  Exhibit Number            Title                                                Page
<S>               <C>                            <C>                                             <C>
                  31.1                      Rule 13a-14(a)/15d-14(a) Certification               25

                  31.2                      Rule 13a-14(a)/15d-14(a) Certification               26

                  32                        18 U.S.C. 1350 Certification                         27
</TABLE>
         (b)      Reports on Form 8-K

                  A report on Form 8-K, dated July 28, 2004, was filed
                  disclosing the Company's results of operations as of June 30,
                  2004.

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.

        GWL&A FINANCIAL INC.
<TABLE>
<S>       <C>                                                                   <C>
BY:       /s/Glen R. Derback                                                    DATE:         November 12, 2004
          ---------------------------------------------------------------------           ---------------------------
          Glen R. Derback, Senior Vice President and Controller
          (Duly authorized officer and chief accounting officer)
</TABLE>