UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q


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

For the quarterly period ended                  June 30, 2003
                                          --------------------------

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)

                      Colorado                                     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)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

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

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

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

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

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


<PAGE>


                                       25

                                TABLE OF CONTENTS

<TABLE>
<S>          <C>                                                                                           <C>
Part I       FINANCIAL INFORMATION                                                                            Page
                                                                                                           -----------

             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                                                                            12

             Item 3   Quantitative and Qualitative Disclosures About Market Risk                               20

             Item 4   Controls and Procedures                                                                  21

Part II      OTHER INFORMATION

             Item 1   Legal Proceedings                                                                        22

             Item 6   Exhibits and Reports on Form 8-K                                                         22

             Signature                                                                                         22

</TABLE>


<PAGE>


PART I     FINANCIAL INFORMATION

ITEM 1     FINANCIAL STATEMENTS

GWL&A FINANCIAL INC.

CONSOLIDATED STATEMENTS OF INCOME
[Dollars in Thousands]
<TABLE>
<S>                                        <C>                <C>                <C>               <C>
====================================================================================================================================
[Unaudited]
                                                     Three Months Ended                     Six Months Ended
                                                          June 30,                              June 30,
                                              ---------------------------------- -- ----------------------------------
REVENUES:                                          2003               2002               2003               2002
                                              ---------------    ---------------    ---------------    ---------------

  Premium (net of premiums
   ceded totaling $35,689, $33,516,
   $44,240, and $41,895)                   $        233,693   $        259,488   $       507,596    $       549,009
  Fee income                                        206,601            233,264           422,475            460,008
  Net investment income                             206,116            234,585           420,748            462,505
  Net realized gains on
   investments                                       24,535              1,667            50,850              7,908
                                              ---------------    ---------------    ---------------    ---------------

                                                    670,945            729,004         1,401,669          1,479,430
                                              ---------------    ---------------    ---------------    ---------------
BENEFITS AND EXPENSES:

  Life and other policy benefits
   (net of reinsurance recoveries
   totaling $12,006, $12,744,
   $22,410, and $25,487)                            189,274            240,856           376,681            451,184
  Increase (decrease) in reserves                     1,157            (14,367)           54,169             25,227
  Interest paid or credited to
   contractholders                                  129,914            125,129           244,591            251,029
  Provision for policyholders'
   share of earnings (loss)
   on participating business                          3,285                 (7)            5,646                922
  Dividends to policyholders                         15,726             16,088            40,529             40,290
                                              ---------------    ---------------    ---------------    ---------------
                                                    339,356            367,699           721,616            768,652
                                              ---------------    ---------------    ---------------    ---------------

  Commissions                                        40,207             59,102            80,107             98,539
  Operating expenses                                164,016            175,083           335,305            371,070
  Premium taxes                                       8,554              9,547            15,216             15,348
                                              ---------------    ---------------    ---------------    ---------------

                                                    552,133            611,431         1,152,244          1,253,609
                                              ---------------    ---------------    ---------------    ---------------
INCOME BEFORE INCOME
  TAXES                                             118,812            117,573           249,425            225,821

PROVISION FOR INCOME
  TAXES:
   Current                                           34,281             37,307            61,354             44,165
   Deferred                                           5,180                 80            22,781             28,592
                                              ---------------    ---------------    ---------------    ---------------
                                                     39,461             37,387            84,135             72,757
                                              ---------------    ---------------    ---------------    ---------------

NET INCOME                                 $         79,351   $         80,186   $       165,290    $       153,064
                                              ===============    ===============    ===============    ===============
</TABLE>


See notes to consolidated financial statements.


<PAGE>


GWL&A FINANCIAL INC.

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

                                                                             June 30,               December 31,
ASSETS                                                                         2003                     2002
------
                                                                        --------------------    ---------------------
                                                                            [unaudited]
INVESTMENTS:

  Fixed Maturities available-for-sale, at fair value
   (amortized cost $10,228,529 and $9,910,662)                      $         10,789,279     $        10,371,152
  Mortgage loans on real estate (net of allowances
   of $49,462 and $55,654)                                                       347,246                 417,412
  Common stock, at fair value (cost $103,969, and
   $102,862)                                                                     109,085                  90,188
  Real estate, net                                                                 1,721                   3,735
  Policy loans                                                                 2,986,381               2,964,030
  Short-term investments, available-for-sale
   (amortized cost $676,322 and $710,085)                                        676,322                 710,297
                                                                        --------------------    ---------------------

    Total investments                                                         14,910,034              14,556,814

  Cash                                                                           273,989                 154,631
  Reinsurance receivable                                                         229,083                 241,153
  Deferred policy acquisition costs                                              266,302                 267,846
  Investment income due and accrued                                              108,592                 133,166
  Amounts receivable related to uninsured accident
   and health plan claims (net of allowances
   of $47,454 and $42,144)                                                        97,900                  86,228
  Other assets                                                                   993,946                 754,869
  Premiums in course of collection (net of allowances
   of $10,275 and $12,011)                                                        45,235                  54,494
  Deferred income taxes                                                           27,240                  71,206
  Separate account assets                                                     12,300,781              11,338,376
                                                                        --------------------    ---------------------

















TOTAL ASSETS                                                        $         29,253,102     $        27,658,783
                                                                        ====================    =====================

                                                                                                    (continued)

</TABLE>

<PAGE>


GWL&A FINANCIAL INC.

CONSOLIDATED BALANCE SHEETS
[Dollars in Thousands]
<TABLE>
<S>                                                                <C>                      <C>
====================================================================================================================================
[unaudited]
                                                                             June 30,               December 31,
LIABILITIES AND STOCKHOLDER'S EQUITY                                           2003                     2002
------------------------------------
                                                                        --------------------    ---------------------
                                                                            [unaudited]
POLICY BENEFIT LIABILITIES:

  Policy reserves                                                   $         12,312,551     $        12,251,214
  Policy and contract claims                                                     362,723                 378,995
  Policyholders' funds                                                           315,815                 299,730
  Provision for policyholders' dividends                                          78,264                  76,983
  Undistributed earnings on participating business                               179,112                 170,456
GENERAL LIABILITIES:

  Due to GWL                                                                      25,966                  33,766
  Repurchase agreements                                                          187,921                 323,200
  Commercial paper                                                               102,032                  96,645
  Other liabilities                                                            1,390,529                 849,370
  Separate account liabilities                                                12,300,781              11,338,376
                                                                        --------------------    ---------------------

    Total liabilities                                                         27,255,694              25,818,735
                                                                        --------------------    ---------------------

GUARANTEED PREFERRED BENEFICIAL INTERESTS
  IN THE COMPANY'S JUNIOR SUBORDINATED
  DEBENTURES                                                                     175,000                 175,000

STOCKHOLDER'S EQUITY:

  Preferred stock, $1 par value, 50,000,000 shares
    authorized; 0 shares issued and outstanding
  Common stock, $0 par value; 500,000 shares
    authorized; 50,025 shares issued and outstanding                                 250                     250
  Additional paid-in capital                                                     727,516                 726,741
  Accumulated other comprehensive income                                         187,610                 150,616
  Retained earnings                                                              907,032                 787,441
                                                                        --------------------    ---------------------

    Total stockholder's equity                                                 1,822,408               1,665,048
                                                                        --------------------    ---------------------












TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                          $         29,253,102     $        27,658,783
                                                                        ====================    =====================

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


<PAGE>


GWL&A FINANCIAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
[Dollars in Thousands]
<TABLE>
<S>                                                                <C>                       <C>
====================================================================================================================================
[Unaudited]
                                                                                      Six Months Ended
                                                                                          June 30,
                                                                        ---------------------------------------------
OPERATING ACTIVITIES:                                                          2003                     2002
                                                                        --------------------    ---------------------

  Net income                                                        $            165,290     $           153,064
  Adjustments to reconcile net income to net cash
   provided by operating activities:
    Gain allocated to participating policyholders                                  5,646                     922
    Amortization of investments                                                  (33,728)                (37,991)
    Realized gains on disposal of investments
     and write-downs of mortgage loans and real estate                           (50,850)                 (7,908)
    Amortization                                                                  17,907                  19,834
    Deferred income taxes                                                         22,781                  28,592
  Changes in assets and liabilities:
    Policy benefit liabilities                                                   256,797                 197,437
    Reinsurance receivable                                                        12,070                 (30,149)
    Accrued interest and other receivables                                        22,161                  52,892
    Other, net                                                                   (35,636)                  1,200
                                                                        --------------------    ---------------------

    Net cash provided by operating activities                                    382,438                 377,893
                                                                        --------------------    ---------------------

INVESTING ACTIVITIES:

  Proceeds from sales, maturities, and redemptions of investments:
    Fixed maturities available-for-sale
     Sales                                                                     1,887,963               3,013,838
     Maturities and redemptions                                                4,154,422                 699,609
    Mortgage loans                                                                77,751                 102,047
    Real estate                                                                    3,000                   1,800
    Common stock                                                                   7,638                   7,347
  Purchases of investments:
   Fixed maturities held-to-maturity                                          (6,248,831)             (3,701,476)
   Mortgage loans
   Real estate                                                                      (496)                 (2,243)
   Common stock                                                                   (7,948)                (15,372)
 Other, net                                                                      311,847                 (63,390)
                                                                        --------------------    ---------------------

    Net cash provided by investing activities                                    185,346                  42,160
                                                                        --------------------    ---------------------










                                                                                                    (continued)

</TABLE>

<PAGE>


GWL&A FINANCIAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
[Dollars in Thousands]
<TABLE>
<S>                                                                <C>                      <C>
====================================================================================================================================
[Unaudited]
                                                                                      Six Months Ended
                                                                                          June 30,
                                                                        ---------------------------------------------
FINANCING ACTIVITIES:                                                          2003                     2002
                                                                        --------------------    ---------------------

  Contract withdrawals, net of deposits                             $           (265,035)    $          (249,040)
  Net GWL repayments                                                              (7,800)                 (1,745)
  Dividends paid                                                                 (45,699)                (90,358)
  Commercial paper borrowings, net                                                 5,387                   1,475
  Repurchase agreements (repayments) borrowings, net                            (135,279)                 64,809
                                                                        --------------------    ---------------------

    Net cash used in financing activities                                       (448,426)               (274,859)
                                                                        --------------------    ---------------------

NET INCREASE IN CASH                                                             119,358                 145,194

CASH, BEGINNING OF YEAR                                                          154,631                 216,209
                                                                        --------------------    ---------------------

CASH, END OF PERIOD                                                 $            273,989     $           361,403
                                                                        ====================    =====================






























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


<PAGE>


GWL&A FINANCIAL INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2003 [Dollars in Thousands]
<TABLE>
<S>                                <C>     <C>      <C>      <C>     <C>          <C>          <C>          <C>        <C>
====================================================================================================================================
[Unaudited]
                                                                                     Accumulated Other
                                                                                    Comprehensive Income
                                                                                           (Loss)
                                                                                  ------------------------
                                                                                   Unrealized    Minimum
                                                                       Additional    Gains       Pension
                                   Preferred Stock    Common Stock      Paid-in   (Losses) on   Liability     Retained
                                   --------------- ------------------
                                   Shares  Amount   Shares    Amount    Capital   Securities    Adjustment    Earnings   Total
                                   ------- ------- --------- -------- ----------- ------------ ------------ ----------- -----------

BALANCES, JANUARY 1, 2003             0    $  0      50,025  $  250   $  726,741  $   163,500  $  (12,884)  $  787,441  $ 1,665,048

  Net income                                                                                                   165,290      165,290
  Other comprehensive income
       Change in unrealized gains                                                      36,994                                36,994
                                                                                                                        -----------
Total comprehensive income                                                                                                  202,284
                                                                                                                        -----------
Dividends                                                                                                      (45,699)     (45,699)
Income tax benefit on stock
  compensation                                                               775                                                775

                                   ------- ------- --------- -------- ----------- ------------ ------------ ----------- -----------

BALANCES, JUNE 30, 2003               0    $  0      50,025  $  250   $  727,516  $   200,494  $  (12,884)  $  907,032  $ 1,822,408
                                   ======= ======= ========= ======== =========== ============ ============ =========== ===========



</TABLE>




















See notes to consolidated financial statements.


<PAGE>


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 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, 2002.

         Operating results for the six months ended June 30, 2003 are not
         necessarily indicative of the results that may be expected for the full
         year ending December 31, 2003.

         At June 30, 2003, the Company has a stock option plan that provides for
         the granting of options on common shares of Great-West Lifeco Inc.
         (Lifeco), of which the Company is an indirect wholly-owned subsidiary,
         to certain officers and employees of Lifeco and its subsidiaries,
         including the Company. The Company accounts for the plan under
         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 this 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>
<S>                                           <C>               <C>              <C>              <C>

                                                   For the three months ended          For the six months ended
                Proforma Disclosures                        June 30,                           June 30,
                                                  ------------------------------     ------------------------------
                     [Thousands]                      2003             2002             2003              2002
         ------------------------------------     -------------    -------------    -------------     -------------

          Net income as reported              $         79,351  $        80,186  $       165,290  $        153,064
          Less compensation for fair value
           of stock options, net of related
           tax effects                                     742              582            1,401             1,148
                                                  -------------    -------------    -------------     -------------
                                                  -------------    -------------    -------------     -------------
          Proforma net income                 $         78,609  $        79,604  $       163,889  $        151,916
                                                  =============    =============    =============     =============
</TABLE>



2.       NEW ACCOUNTING PRONOUNCEMENTS

         In April 2002, the FASB issued Statement No. 145 "Rescission of FASB
         No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
         Corrections" (SFAS No. 145).
         FASB No. 4 required all gains or losses from extinguishment of debt to
         be classified as extraordinary items net of income taxes.  SFAS No. 145
         requires that gains and losses from extinguishment of debt be evaluated
         under the provision of Accounting Principles Board Opinion No. 30, and
         be classified as ordinary items unless they are unusual or infrequent
         or meet the specific criteria for treatment as an extraordinary item.
         SFAS No. 145 was adopted January 1, 2003 without a material impact on
         the Company's financial position or results of operations.


<PAGE>



         In July 2002, the FASB issued Statement No. 146 "Accounting for Costs
         Associated With Exit or Disposal Activities" (SFAS No. 146). This
         statement addresses financial accounting and reporting for costs
         associated with exit or disposal activities and nullifies EITF Issue
         No. 94-3, "Liability Recognition for Certain Employee Termination
         Benefits and Other Costs to Exit an Activity (including Certain Costs
         Incurred in a Restructuring)." This statement requires recognition of a
         liability for a cost associated with an exit or disposal activity when
         the liability is incurred, as opposed to when the entity commits to an
         exit plan under EITF 94-3. SFAS No. 146 is to be applied prospectively
         to exit or disposal activities initiated after December 31, 2002. The
         adoption of this statement did not have a material impact on the
         Company's financial position or results of operations.

         In November 2002, the FASB issued Interpretation No. 45 (FIN 45),
         "Guarantor's Accounting and Disclosure Requirements for Guarantees,
         Including Indirect Guarantees of Indebtedness of Others" to clarify
         accounting and disclosure requirements relating to a guarantor's
         issuance of certain types of guarantees. FIN 45 requires entities to
         disclose additional information about certain guarantees, or groups of
         similar guarantees, even if the likelihood of the guarantor's having to
         make any payments under the guarantee is remote. The disclosure
         provisions are effective for financial statements for fiscal years
         ended after December 15, 2002. For certain guarantees, the
         interpretation also requires that guarantors recognize a liability
         equal to the fair value of the guarantee upon its issuance. This
         initial recognition and measurement provision is to be applied only on
         a prospective basis to guarantees issued or modified after December 31,
         2002. In the normal course, the Company may enter into agreements which
         may contain features which meet the FIN 45 definition of a guarantee,
         and while the maximum guarantee cannot always be determined, given the
         nature of the future events which may or may not occur, any such
         arrangements that were material have been previously disclosed by the
         Company.

         In January 2003, FASB issued Interpretation No. 46 (FIN 46),
         "Consolidation of Variable Interest Entities", an interpretation of
         Accounting Research Bulletin (ARB) No. 51. This Interpretation
         addresses consolidation by business enterprises of variable interest
         entities (VIE), which have one or both of the following
         characteristics: a) insufficient equity investment at risk, or b)
         insufficient control by equity investors. This guidance is effective
         for VIEs created after January 31, 2003, and for existing VIEs as of
         July 1, 2003. An entity with variable interests in VIEs created before
         February 1, 2003, shall apply the guidance no later than the beginning
         of the first interim or annual reporting period beginning after June
         15, 2003. In conjunction with the issuance of this guidance, the
         Company conducted a review of its involvement with VIEs and does not
         have any investments or ownership in VIEs.

         In April 2003, the FASB issued Statement No. 149 "Amendment of
         Statement 133 on Derivative Instruments and Hedging Activities" (SFAS
         No. 149). SFAS No. 149 amends and clarifies accounting for derivative
         instruments, including certain derivative instruments embedded in other
         contracts, and for hedging activities. Except for certain
         implementation guidance that is incorporated in SFAS No. 149 and
         already effective, SFAS No. 149 is effective for contracts entered into
         or modified after June 30, 2003. The Company does not expect SFAS No.
         149 to have a significant impact on the Company's financial position or
         results of operation.

         In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
         Financial Instruments with characteristics of both Liabilities and
         Equity" (SFAS 150). SFAS 150 establishes standards for how an issuer
         classifies and measures certain financial instruments with
         characteristics of both liabilities and equity. It requires that an
         issuer classify a financial instrument that is within its scope as a
         liability (or an asset in some circumstances), many of which were
         previously classified as equity. The provisions of SFAS 150 are
         effective for financial instruments entered into or modified after May
         31, 2003 and with one exception, is effective at the beginning of the
         first interim period beginning after June 15, 2003. As a result of the
         adoption of SFAS 150 the Guaranteed Preferred Beneficial Interests in
         the Company's Junior Subordinate Debentures will be reported as a
         liability effective July 1, 2003.

3.       GUARANTEED PREFERRED BENEFICIAL INTERESTS IN THE COMPANY'S 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 $175,000 of Subordinated Capital
         Income Securities. The sole assets of the Trust are the $180,412
         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.


4.       OTHER

         On July 10, 2003, Lifeco completed its acquisition of Canada Life
         Financial Corporation. Canada Life is a Canadian based insurance
         company with business principally in Canada, the United Kingdom, the
         United States and Ireland. In the United States, Canada Life sells
         individual and group insurance and annuity products.

         Canada Life's U.S. operations represented approximately $1.6 billion in
         annual revenue in 2002 and $7.4 billion in assets as of December 31,
         2002. Canada Life's U.S. operations are being integrated with the
         Company's operations. As of July 10, 2003, the Company will provide,
         with respect to Canada Life's U.S. operations, certain corporate
         services, and operational administrative services with respect to
         Canada Life's individual life and annuity business.

         On July 21, 2003 the Company announced a new name for the Employee
         Benefit divisions of the Company and its subsidiaries: Alta Health &
         Life Insurance Company, First Great-West Life & Annuity Insurance
         Company, and the One Health Plan HMO companies. Great-West Healthcare
         is the new name designed to unify all the employee benefit products and
         services under one brand name. The name change is intended to eliminate
         potential market confusion over different carriers and networks.

         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 financial position or results
         of operations.

         Certain reclassifications have been made to the 2002 financial
         statements to conform to the 2003 presentation. These changes in
         classification had no effect on previously reported stockholder's
         equity or net income.


<PAGE>


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS
<TABLE>
<S>                                         <C>              <C>               <C>              <C>
                                                     Three Months Ended                   Six Months Ended
                 Operating Summary                        June 30,                            June 30,
                                               -------------------------------    ----------------------------------
                    [Millions]                     2003              2002             2003               2002
         ----------------------------------    -------------     -------------    -------------     ----------------

         Premium income                     $         234    $          260    $         507    $             549
         Fee income                                   207               233              422                  460
         Net investment income                        206               234              421                  462
         Realized investment gains                     24                 2               51                    8
                                               -------------     -------------    -------------     ----------------
         Total revenues                               671               729            1,401                1,479

         Total benefits and expenses                  552               611            1,152                1,253
         Income tax expenses                           40                38               84                   73
                                               -------------     -------------    -------------     ----------------

         Net income                         $          79    $           80    $         165    $             153
                                               =============     =============    =============     ================
         Deposits for investment- type
          contracts                         $         122    $          162    $         269    $             312
         Deposits to separate accounts                480               589            1,050                1,388
         Self-funded premium
          equivalents                               1,205             1,294            2,402                2,642
</TABLE>
<TABLE>
<S>                                                                          <C>               <C>
                                   Balance Sheet                                  June 30,          December 31,
                                     [Millions]                                     2003                2002
         -------------------------------------------------------------------    --------------    ------------------

         Investment assets                                                   $        14,910   $        14,557
         Separate account assets                                                      12,301            11,338
         Total assets                                                                 29,253            27,659
         Total policy benefit liabilities                                             13,248            13,177
         Due to GWL                                                                       26                34
         Guaranteed preferred beneficial
           interests in the Company's junior
           subordinated debentures                                                       175               175
         Total stockholder's equity                                                    1,822             1,665
</TABLE>



<PAGE>


         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 the
         Company's products, investment spreads or yields, or the earnings or
         profitability of the Company's 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 the Company's 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 June 30, 2003, compared with December 31, 2002, and its
         results of operations for the quarter and six months ended June 30,
         2003, compared with the same periods in 2002. The discussion should be
         read in conjunction with the Management's Discussion and Analysis
         section included in the Company's report on Form 10-K for the year
         ended December 31, 2002 to which the reader is directed for additional
         information.

         CONSOLIDATED RESULTS

         The Company's consolidated net income decreased $1 million or 1% for
         the second quarter of 2003 when compared to the same period of 2002.
         The net income decrease reflects a $3 million decrease in the Financial
         Services segment offset by a $2 million increase in the Employee
         Benefits segment. The net income decrease of $1 million reflects lower
         investment income offset by improved aggregate and specific stop loss
         morbidity and an increase in realized gains on the sale of fixed
         maturities.

         The Company's consolidated net income increased $12 million or 8% for
         the first six months of 2003 when compared to the same period of 2002.
         The net income increase reflects a $12 million increase in the Employee
         Benefits segment as a result of improved morbidity and increases in
         realized investment gains on the sale of fixed maturities offset by
         reduced revenues primarily resulting from the decline in membership.

         Total revenues decreased $58 million or 8% and $78 million or 5% for
         the second quarter and first six months of 2003 when compared to the
         same periods of 2002. The decreases were primarily due to a $52 million
         or 11% decrease and a $80 million or 8% decrease in premium and fee
         income in the second quarter and first six months of 2003 when compared
         to the second quarter and first six months of 2002. The decreases are
         primarily in the Employee Benefits segment reflecting lower membership
         levels mainly associated with contract terminations resulting from
         pricing actions taken during 2002.


<PAGE>



         The decreases in net investment income for the second quarter and the
         first six months of 2003 when compared to the same periods in 2002 were
         primarily the result of decreasing interest rates. The actual earned
         rate at June 30, 2003 was 6.35% compared to 6.67% at March 31, 2003;
         6.99% at March 31, 2002 and 6.87% at June 30, 2002.

         Realized investment gains increased $22 million and $43 million for the
         second quarter and the first six months of 2003 when compared to the
         same periods in 2002 primarily due to an increase in the gains on the
         sale of fixed maturities as a result of the declining interest rate
         environment.

         Benefits and expenses decreased $59 million or 10% and $101 million or
         8% for the second quarter and the first six months of 2003 when
         compared to the same periods of 2002. The decrease in benefits and
         expenses was primarily in the Employee Benefits segment and was a
         combination of higher deficit recoveries resulting from the pricing
         actions taken in 2002 and lower operating expenses resulting from a
         reduction in staff.

         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 equivalents. Self-funded 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 received for investment-type contracts decreased $40 million
         or 25% and $43 million or 14% for the second quarter and the first six
         months of 2003 when compared to the same periods of 2002. The decreases
         were due to the net decrease in participant accounts in the retirement
         products area in 2003.

         Deposits for separate accounts decreased $109 million or 19% and $338
         million or 24% for the second quarter and the first six months of 2003
         when compared to the same periods of 2002. The second quarter decrease
         was due to lower 401k premium deposits associated with a decrease in
         participant accounts and fewer individual insurance Business Owned Life
         Insurance (BOLI) sales. The decrease for the first six months of 2003
         when compared to the same period last year was due primarily to a
         decrease in group annuity single premium deposits.

         Self-funded premium equivalents decreased $89 million or 7% and $240
         million or 9% for the second quarter and the first six months of 2003
         when compared to the same periods of 2002. The decreases were due to
         improved morbidity as well as the decrease in membership.


<PAGE>



         SEGMENT RESULTS

         Employee Benefits

         The following is a summary of certain financial data of the Employee
         Benefits segment:
<TABLE>
<S>                                           <C>               <C>               <C>              <C>
                                                        Three Months Ended                  Six Months Ended
                  Operating Summary                          June 30,                           June 30,
                                                  -------------------------------    -------------------------------
                     [Millions]                       2003             2002              2003              2002
         ------------------------------------     -------------    --------------    -------------     -------------

         Premium income                       $          191    $         222     $         426    $          465
         Fee income                                      151              175               310               346
         Net investment income                            15               17                31                34
         Realized investment gains                         5                1                10                 1
                                                  -------------    --------------    -------------     -------------
         Total revenues                                  362              415               777               846

         Total benefits and expenses                     296              352               640               728
         Income tax expenses                              22               21                46                39
                                                  -------------    --------------    -------------     -------------
         Net income                           $           44    $          42     $          91    $           79
                                                  =============    ==============    =============     =============

         Self-funded premium equivalents      $        1,205    $       1,294     $       2,402    $        2,642
</TABLE>


         The increase in earnings for the second quarter and the first six
         months of 2003 compared to the same periods of 2002 is primarily due to
         improved aggregate and specific stop loss morbidity.

         Premium and fee income decreased $55 million or 14% for the second
         quarter of 2003 and decreased $75 million or 9% for the first six
         months of 2003, when compared to the same periods of 2002. The
         decreases are primarily due to lower membership levels. There was an
         11% decrease in total health care membership from 2,174,000 at December
         31, 2002 to 1,926,900 at June 30, 2003. There was a 17% decrease in
         total health care membership from 2,321,400 at June 30, 2002 to
         1,926,900 at June 30, 2003. Much of the health care decline can be
         attributed to contract terminations resulting from pricing actions
         taken during 2002. The decline in membership is also due to a decrease
         in the employee base for existing group health care customers and the
         general decline in the economy.

         Total benefits and expenses decreased $56 million or 16% and $88
         million or 12% for the second quarter and first six months of 2003 when
         compared to the same periods of 2002. The decreases are due primarily
         to higher deficit recoveries resulting from the pricing actions taken
         and lower operating expenses resulting from a reduction in staff.

         Self-funded premium equivalents decreased $89 million and $240 million
         for the second quarter and first six months of 2003 compared to the
         same periods of 2002. The decrease was due to improved morbidity, as
         well as the decrease in membership.

         The Company recorded $14.0 million ($9.1 million, net of tax) and $4.5
         million ($2.9 million, net of tax) of restructuring costs in the first
         quarter of 2002 and in the second quarter of 2002 related to the costs
         associated with the consolidation of benefit payment offices and sales
         offices throughout the United States. The charges relate to severance
         of $2.8 million and $1.5 million, disposal of furniture and equipment
         of $4.4 million and $0.5 million, and termination of leasing agreements
         of $6.8 million and $2.5 million.


<PAGE>



         The Company established a premium deficiency reserve on the Alta block
         of business in 2001. The Company had released premium deficiency
         reserves of $6.2 million in the first quarter of 2002 and $2.1 million
         in the second quarter of 2002 to offset underwriting losses incurred on
         the under priced block of business. In addition, the premium deficiency
         reserve was reduced by $15.0 million ($9.8 million net of tax) during
         the first quarter of 2002 and was reduced by $4.0 million ($2.6
         million, net of tax) during the second quarter of 2002 based on an
         analysis of emerging experience which was more favorable than
         originally estimated. The premium deficiency reserve was $0 at June 30,
         2002.

         Financial Services

         The following is a summary of certain financial data of the Financial
         Services segment.
<TABLE>
<S>                                           <C>              <C>                <C>              <C>
                                                        Three Months Ended                  Six Months Ended
                  Operating Summary                          June 30,                           June 30,
                                                  -------------------------------    -------------------------------
                     [Millions]                       2003             2002              2003              2002
         ------------------------------------     -------------    --------------    -------------     -------------

         Premium income                       $           43    $          38     $          81    $           84
         Fee income                                       56               58               112               114
         Net investment income                           191              217               390               428
         Realized investment gains                        19                1                41                 7
                                                  -------------    --------------    -------------     -------------
         Total revenues                                  309              314               624               633

         Total benefits and expenses                     256              259               512               525
         Income tax expenses                              18               17                38                34
                                                  -------------    --------------    -------------     -------------
         Net income                           $           35    $          38     $          74    $           74
                                                  =============    ==============    =============     =============

         Deposits for investment-type
          contracts                           $          122    $         162     $         269    $          312
         Deposits to separate accounts                   480              589             1,050             1,388
</TABLE>


         The decrease in Financial Services earnings for the second quarter of
         2003 compared to the same period in 2002 is primarily due to lower
         interest margins, which were partially offset by realized investment
         gains. Earnings for the first six months of 2003 have remained
         relatively unchanged compared to the same period in 2002, as lower
         interest margins were largely offset by realized investment gains.

         Premium income and deposits to investment-type contracts and separate
         accounts have decreased $146 million or 17% for the second quarter of
         2003 and decreased $386 million or 20% for the first six months of 2003
         when compared to the same periods in 2002. Some of the decrease is
         associated with the net decrease in participant accounts in the
         retirement products area in 2003. The remaining decrease from 2002
         relates to individual insurance sales of the BOLI product that have
         been negligible in 2003.

         Retirement participant accounts including third-party administration
         and institutional accounts decreased 3% in 2003 from 2,160,000 at
         December 31, 2002 to 2,091,000 at June 30, 2003. There was a 4%
         decrease in participant accounts from 2,186,000 at June 30, 2002 to
         2,091,000 at June 30, 2003. A large part of the decrease is related to
         one large case termination of 117,000 participant accounts.

         Fee income has decreased $2 million or 3% for the second quarter of
         2003 and decreased $2 million or 2% for the first six months of 2003
         when compared to the same periods of 2002. Retirement products variable
         asset-based fees fluctuate with fluctuations in the 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.


<PAGE>



         Investment income decreased $26 million or 12% for the second quarter
         of 2003 and decreased $38 million or 9% for the first six months of
         2003 when compared to the same periods of 2002. The decrease in
         investment income is offset by positive realized investment gains in
         the first six months of 2003.

         Total benefits and expenses have decreased $3 million or 1% for the
         second quarter of 2003 and decreased $13 million or 2% for the first
         six months of 2003 when compared to the same periods of 2002. . A
         reduction in expenses and positive mortality experience on the
         individual insurance lines have contributed to these reductions.

         GENERAL ACCOUNT INVESTMENTS

         The Company's primary investment objective is to acquire assets whose
         duration and cash flow reflect the characteristics of the Company's
         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 in 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 ensures that its investment portfolio is appropriately
         structured to fulfill financial obligations to its policyholders.

         Fixed  Maturities

         Fixed maturities investments include public and privately placed
         corporate bonds, government bonds, and mortgage-backed and asset-backed
         securities. The Company's strategy related to structured assets is to
         focus on those investments with lower volatility and minimal credit
         risk. The Company does not invest in higher risk 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 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 rating
         agencies.

         The distribution of the fixed maturity portfolio by credit rating is
         summarized as follows:
<TABLE>
<S>                                                           <C>                        <C>
                                                                    June 30,                  December 31,
                                                                      2003                        2002
                                                              ----------------------     -----------------------

             AAA                                                          60.8  %                     58.9  %
             AA                                                            8.7  %                      8.9  %
             A                                                            14.3  %                     15.2  %
             BBB                                                          13.7  %                     14.4  %
             BB and Below (non-investment grade)                           2.5  %                      2.6  %
                                                              ----------------------     -----------------------

                  TOTAL                                                  100.0  %                    100.0  %
                                                              ======================     =======================
</TABLE>

         During the first six months of 2003, net unrealized gains on fixed
         maturities included in stockholder's equity, which is net of
         policyholder-related amounts and deferred income taxes, increased
         stockholder's equity by $37 million.

         CRITICAL 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 the Company's
         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.

         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
         judgement 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 group sales representatives
         related to the production of new business, have been deferred to the
         extent 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 financial instruments have been determined
         using available information and appropriate valuation methodologies.
         However, considerable judgement 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.

         LIQUIDITY AND CAPITAL RESOURCES

         The Company's operations have liquidity requirements that vary among
         the 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. Liquidity for the Company has remained strong, as evidenced
         by significant amounts of short-term investments and cash that totaled
         $950.3 million and $864.9 million as of June 30, 2003 and December 31,
         2002, respectively.

         Funds provided from 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
         Company's capital resources represent funds available for long-term
         business commitments and primarily consist of retained earnings and
         proceeds from the issuance of equity securities. Capital resources
         provide protection for policyholders and the 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.


<PAGE>



         Additional liquidity is available through the Company's participation
         in repurchase agreements with third party brokers and the issuance of
         commercial paper. The Company had $187.9 million of repurchase
         agreements at June 30, 2003, compared to $323.2 at December 31, 2002.
         The Company's participation in repurchase agreements depends on current
         market conditions, and as a result, fluctuations may occur.

         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 $102.0 million and $96.6 million of
         commercial paper outstanding at June 30, 2003, and December 31, 2002,
         respectively. The commercial paper has been given a rating of A-1 + by
         Standard & Poor's Corporation and a rating of P-1 by Moody's Investors
         Service, each being the highest rating available.


       OBLIGATIONS RELATING TO DEBT AND LEASES AT MARCH 31, 2003 ARE AS FOLLOWS:
<TABLE>
<S>                             <C>           <C>          <C>           <C>          <C>          <C>
                                     2003          2004         2005         2006          2007        Thereafter
                                   ----------    ---------    ----------   ----------    ---------    -------------
         Subordinated
           debentures           $             $            $             $            $            $        175.0
         Related party
          note                                                                25.0
         Operating leases             19.3          23.3         22.0         20.1          18.1             39.4
                                   ----------    ---------    ----------   ----------    ---------    -------------
         Total contractual
          obligations           $     19.3    $     23.3   $     22.0    $    45.1    $     18.1   $        214.4
                                   ==========    =========    ==========   ==========    =========    =============
</TABLE>


Item 3.  QUALITATIVE AND QUANTITATIVE 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 the liability product 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
         can then react to changing interest rates sooner as these assets mature
         for reinvestment.

         The Company also manages risk with interest rate derivatives such as
         interest rate caps that pay the Company investment income if interest
         rates rise above the level specified in the cap. The Company also uses
         interest rate swaps to convert cash flow from variable-rate investments
         to fixed amounts to match such cash flows to expected cash flows on its
         liabilities to policyholders. 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.

         There are no significant changes to the Company's risk from December
         31, 2002.



Item 4.  CONTROLS AND PROCEDURES

         Based on their evaluation as of June 30, 2003, the Chief Executive
         Officer and Chief Financial Officer have concluded that the Company's
         disclosure controls and procedures are effective 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 (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 the Company's internal
         controls over financial reporting that occurred during the Company's
         most recent fiscal quarter that has materially affected, or is
         reasonably likely to materially affect, the registrant's internal
         control over financial reporting.


<PAGE>



PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

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

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<S>              <C>                     <C>                                                    <C>
         (a)     INDEX TO EXHIBITS

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

         (b)     REPORTS ON FORM 8-K

                 A report on Form 8-K, dated July 31, 2003, was filed disclosing
                 the Company's second quarter results as of June 30, 2003.


SIGNATURE

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


    GWL&A FINANCIAL INC.


BY: /s/ Glen R. Derback                                    DATE: August 13, 2003
    ------------------------------------------------------       ---------------
    Glen R. Derback, Senior Vice President and Controller
    (Duly authorized officer and chief accounting officer)