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                 March 31, 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 May 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>




                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<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                                                                            11

             Item 3   Quantitative and Qualitative Disclosures About Market Risk                               18

             Item 4   Controls and Procedures                                                                  19

Part II      OTHER INFORMATION                                                                                 20

             Item 1   Legal Proceedings                                                                        20

             Item 6   Exhibits and Reports on Form 8-K                                                         20

             Signature                                                                                         20
</TABLE>




<PAGE>


PART I     FINANCIAL INFORMATION

ITEM 1     FINANCIAL STATEMENTS

GWL&A FINANCIAL INC.

CONSOLIDATED STATEMENTS OF INCOME
[Dollars in Thousands]
================================================================================
[Unaudited]
<TABLE>
<CAPTION>
<S>                                                                            <C>                <C>
                                                                                          Three Months Ended
                                                                                              March 31,
                                                                                  -----------------------------------
                                                                                       2003                2002
                                                                                  ---------------     ---------------
REVENUES:
  Premium income                                                               $        273,903   $         289,521
  Fee income                                                                            215,874             226,744
  Net investment income                                                                 214,632             227,920
  Net realized gains on
   Investments                                                                           26,315               6,241
                                                                                  ---------------     ---------------

                                                                                        730,724             750,426
                                                                                  ---------------     ---------------

BENEFITS AND EXPENSES:
  Life and other policy benefits (net of reinsurance
   recoveries totaling $5,737 and $13,767 )                                             187,407             210,328
  Increase in reserves                                                                   53,012              39,594
  Interest paid or credited to contractholders                                          114,677             125,900
  Provision for policyholders' share of earnings
   on participating business                                                              2,361                 929
  Dividends to policyholders                                                             24,803              24,202
                                                                                  ---------------     ---------------

                                                                                        382,260             400,953
                                                                                  ---------------     ---------------

  Commissions                                                                            39,900              39,437
  Operating expenses                                                                    171,289             195,987
  Premium taxes                                                                           6,662               5,801
                                                                                  ---------------     ---------------

                                                                                        600,111             642,178
                                                                                  ---------------     ---------------

INCOME BEFORE INCOME TAXES                                                              130,613             108,248

PROVISION FOR INCOME TAXES:
  Current                                                                                27,073               6,858
  Deferred                                                                               17,601              28,512
                                                                                  ---------------     ---------------
                                                                                         44,674              35,370
                                                                                  ---------------     ---------------

NET INCOME                                                                     $         85,939   $          72,878
                                                                                  ===============     ===============


See notes to consolidated financial statements.


<PAGE>


GWL&A FINANCIAL INC.

CONSOLIDATED BALANCE SHEETS
[Dollars in Thousands]
====================================================================================================================================

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

  Fixed Maturities available-for-sale, at fair value
   (amortized cost $10,179,266 and $9,910,662)                      $         10,627,847     $        10,371,152
  Mortgage loans on real estate (net of allowances
   of $53,654 and $55,654)                                                       381,317                 417,412
  Common stock, at fair value (cost $100,970, and
   $102,862)                                                                      96,813                  90,188
  Real estate, net                                                                 1,734                   3,735
  Policy loans                                                                 2,963,359               2,964,030
  Short-term investments, available-for-sale
   (amortized cost $533,304 and $710,085)                                        533,304                 710,297
                                                                        --------------------    ---------------------

    Total investments                                                         14,604,374              14,556,814

  Cash                                                                           238,048                 154,631
  Reinsurance receivable                                                         226,093                 241,153
  Deferred policy acquisition costs                                              273,085                 267,846
  Investment income due and accrued                                              132,100                 133,166
  Amounts receivable related to uninsured accident
   and health plan claims (net of allowances
   of $48,091 and $42,144)                                                       113,698                  86,228
  Other assets                                                                   987,306                 754,869
  Premiums in course of collection (net of allowances
   of $11,134 and $12,011)                                                        52,313                  54,494
  Deferred income taxes                                                           58,075                  71,206
  Separate account assets                                                     11,174,963              11,338,376
                                                                        --------------------    ---------------------

















TOTAL ASSETS                                                        $         27,860,055     $        27,658,783
                                                                        ====================    =====================

                                                                                                    (continued)


<PAGE>


GWL&A FINANCIAL INC.

CONSOLIDATED BALANCE SHEETS
[Dollars in Thousands]
====================================================================================================================================
[unaudited]
                                                                             March 31,              December 31,
LIABILITIES AND STOCKHOLDER'S EQUITY                                           2003                     2002
------------------------------------
                                                                        --------------------    ---------------------
                                                                            [unaudited]
POLICY BENEFIT LIABILITIES:

  Policy reserves                                                   $         12,297,628     $        12,251,214
  Policy and contract claims                                                     361,596                 378,995
  Policyholders' funds                                                           285,753                 299,730
  Provision for policyholders' dividends                                          77,836                  76,983
  Undistributed earnings on participating business                               174,454                 170,456
GENERAL LIABILITIES:

  Due to GWL                                                                      26,235                  33,766
  Repurchase agreements                                                          149,814                 323,200
  Commercial paper                                                                94,318                  96,645
  Other liabilities                                                            1,344,668                 849,370
  Separate account liabilities                                                11,174,963              11,338,376
                                                                        --------------------    ---------------------

    Total liabilities                                                         25,987,265              25,818,735
                                                                        --------------------    ---------------------

GUARANTEED PREFERRED BENEFICIAL INTERESTS
  IN THE COMPANY'S JUNIOR SUBORDINATE
  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                                                     727,258                 726,741
  Accumulated other comprehensive income                                         142,593                 150,616
  Retained earnings                                                              827,689                 787,441
                                                                        --------------------    ---------------------

    Total stockholder's equity                                                 1,697,790               1,665,048
                                                                        --------------------    ---------------------












TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                          $         27,860,055     $        27,658,783
                                                                        ====================    =====================

See notes to consolidated financial statements.                                                     (Concluded)


<PAGE>


GWL&A FINANCIAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
[Dollars in Thousands]
====================================================================================================================================
[Unaudited]
                                                                                     Three Months Ended
                                                                                         March 31,
                                                                        ---------------------------------------------
                                                                               2003                     2002
                                                                        --------------------    ---------------------
OPERATING ACTIVITIES:

  Net income                                                        $             85,939     $            72,878
  Adjustments to reconcile net income to net cash
    Provided by operating activities:
    Earnings allocated to participating policyholders                              2,361                     929
    Amortization of investments                                                  (17,909)                (18,667)
    Realized gains on disposal of investments
      And write-downs of mortgage loans and real estate                          (26,315)                 (6,241)
    Amortization                                                                   7,732                  16,007
    Deferred income taxes                                                         17,601                  28,512
  Changes in assets and liabilities:
    Policy benefit liabilities                                                   125,002                 104,315
    Reinsurance receivable                                                        15,060                    (351)
    Accrued interest and other receivables                                       (24,223)                  6,158
    Other, net                                                                    (6,307)               (299,156)
                                                                        --------------------    ---------------------

    Net cash provided by (used in) operating activities                          178,941                 (95,616)

INVESTING ACTIVITIES:

  Proceeds from sales, maturities, and redemptions of investments: Fixed
    maturities available-for-sale:
        Sales                                                                  1,741,273               1,796,138
        Maturities and redemptions                                               561,312                 388,547
    Mortgage loans                                                                38,270                  41,069
    Real estate                                                                    3,000                   1,800
    Common stock                                                                   5,901                   7,227
  Purchases of investments:
    Fixed maturities available-for-sale                                       (2,094,306)             (2,035,914)
    Real estate                                                                     (233)                   (908)
    Common stock                                                                  (4,663)
                                                                        --------------------    ---------------------
                                                                        --------------------    ---------------------

    Net cash provided by investing activities                                    250,554                 197,959









                                                                                                    (continued)


<PAGE>


GWL&A FINANCIAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
[Dollars in Thousands]
====================================================================================================================================
[Unaudited]
                                                                                      Three Months Ended
                                                                                          March 31,
                                                                          -------------------------------------------
                                                                                 2003                   2002
                                                                          -------------------   ---------------------
FINANCING ACTIVITIES:

  Contract withdrawals, net of deposits                                $          (117,143)   $         (150,908)
  Net GWL repayments                                                                (7,531)               (2,176)
  Dividends paid                                                                   (45,691)              (45,404)
  Net commercial paper (repayments) borrowings                                      (2,327)                1,684
  Net repurchase agreements (repayments) borrowings                               (173,386)               21,591
                                                                          -------------------   ---------------------

    Net cash used in financing activities                                         (346,078)             (175,213)
                                                                          -------------------   ---------------------

NET INCREASE (DECREASE) IN CASH                                                     83,417               (72,870)

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

CASH, END OF PERIOD                                                    $           238,048    $          143,339
                                                                          ===================   =====================

































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


<PAGE>

<TABLE>
<CAPTION>
<S>                  <C>     <C>      <C>     <C>     <C>       <C>             <C>             <C>          <C>

GWL&A FINANCIAL INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2003 [Dollars in Thousands]
====================================================================================================================================
[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
                      ------ --------- ------- ------- ---------- -------------  --------------  -----------  -----------

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

Net income                                                                                          85,939        85,939
 Other
 comprehensive income
 Change
 in unrealized gains                                                 (8,023)                                      (8,023)
Total
comprehensive income                                                                                              77,916
                                                                                                              -----------
Dividends                                                                                          (45,691)      (45,691)
Income tax benefit
on stock compensation                                        517                                                     517
                       ------ --------  ------- ------- --------- --------------  -------------  -----------  -----------

BALANCES,
MARCH 31, 2003             0 $      0    50,025 $  250 $ 727,258 $   155,477    $    (12,884)   $   827,689  $ 1,697,790
                       ===== ========= ======== ======= ========= ==============  =============  ===========  ===========
</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 three months ended March 31, 2003 are not
         necessarily indicative of the results that may be expected for the full
         year ending December 31, 2003.

         At March 31, 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>
<CAPTION>
<S>     <C>                                                                  <C>             <C>

                                 Proforma disclosures                            For the three months ended
                                      [Thousands]                                        March 31,
                                                                                -----------------------------
                                                                                    2003            2002
         -------------------------------------------------------------------    -------------    ------------

             Net income as reported                                          $        85,939  $        72,878
             Less compensation for fair value of stock options, net of
                related tax effects                                                      659              566
                                                                                -------------    ------------
                                                                                -------------    ------------
             Proforma net income                                             $        85,280  $        72,312
                                                                                =============    ============
</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.

         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
         believe it has any significant investments or ownership in VIEs.

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

         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.

         On February 17, 2003, Great-West Lifeco announced a definitive
         agreement to acquire Canada Life Financial Corporation for $7.3 billion
         (Canadian). 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. Subject to required shareholder
         and regulatory approvals, the transaction is expected to close on July
         10, 2003.

         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. If the transaction proceeds, Canada Life's U.S. operations will
         be integrated with the Company's operations. The details of the
         integration are still to be determined.

         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.

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS
<TABLE>
<CAPTION>
<S>      <C>                                                    <C>                 <C>

                                                                             Three Months Ended
                           Operating Summary                                     March 31,
                                                                   ---------------------------------------
                              [Millions]                                 2003                 2002
         ------------------------------------------------------    -----------------    ------------------

         Premium income                                         $           274      $          289
         Fee income                                                         216                 227
         Net investment income                                              215                 230
         Net realized gains on investments                                   26                   6
                                                                   -----------------    ------------------
           Total revenues                                                   731                 750

         Total benefits and expenses                                        600                 644
         Income tax expenses                                                 45                  35
                                                                   -----------------    ------------------
           Net income                                           $            86      $           73
                                                                   =================    ==================

         Deposits for investment-type
           Contracts                                            $           147      $          150
         Deposits to separate accounts                                      570                 799
         Self-funded premium equivalents                                  1,197               1,348

                             Balance Sheet                            March 31,           December 31,
                              [Millions]                                 2003                 2002
         ------------------------------------------------------    -----------------    ------------------

         Investment assets                                      $        14,604      $        14,557
         Separate account assets                                         11,174               11,338
         Total assets                                                    27,860               27,659
         Total policy benefit liabilities                                13,023               13,007
         Due to GWL                                                          26                   34
         Guaranteed preferred beneficial
           interests in the Company's junior
           subordinated debentures                                          175                  175
         Total stockholder's equity                                       1,698                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 March 31, 2003, compared with December 31, 2002, and its
         results of operations for the quarter ended March 31, 2003, compared
         with the same period last year. 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 increased $13 million or 17.8 %
         for the first quarter of 2003 when compared to the first quarter of
         2002. The net income increase reflects improved morbidity, effective
         expense management, and an increase in realized investment gains on
         fixed maturities.

         Total revenues decreased $21 million or 2.8% for the first quarter of
         2003 when compared to 2002. The decrease in the first quarter was
         primarily due to a $15 million decrease in premium income and an $11
         million decrease in fee income.

         The decrease in premium and fee income for the first quarter is
         primarily in the Employee Benefits segment reflecting lower membership
         levels mainly associated with contract terminations resulting from
         pricing actions taken during 2002.

         The decrease in net investment income for the first quarter of 2003 was
         primarily the result of decreasing interest rates. The actual earned
         rate at March 31, 2003 was 6.67% compared to 6.99% at March 31, 2002.
         The earned rate is expected to trend lower in the next few quarters
         reflecting the interest rate environment.

         Benefits and expenses decreased $44 million or 6.8% for the first
         quarter of 2003 when compared to the first quarter of 2002. The
         decrease in benefits and expenses is primarily in the Employee Benefits
         division due to higher deficit recoveries resulting from pricing
         actions taken in 2002 and lower operating expenses resulting from a
         reduction in staff and improved expense management.

         Income tax expense increased $10 million or 28.6% for the first quarter
         of 2003 when compared to the same period in 2002 reflecting the
         increase in pretax income.

         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 for separate accounts decreased $229 million or 28.7% for the
         first quarter of 2003 when compared to the first quarter of 2002. The
         decrease is due primarily to a decrease in group annuity single premium
         deposits.

         Self-funded premium equivalents decreased $151 million or 11.2% for the
         first quarter of 2003 when compared to the first quarter of 2002. The
         decrease was due to the decrease in membership and improved morbidity.

         SEGMENT RESULTS

         Employee Benefits

         The following is a summary of certain financial data of the Employee
         Benefits segment:
<TABLE>
<CAPTION>
<S>      <C>                                                <C>                 <C>

                         Operating Summary                         Three Months Ended March 31,
                                                                -----------------------------------
                            [Millions]                               2003               2002
         --------------------------------------------------     ---------------    ----------------

         Premium income                                     $            236    $           243
         Fee income                                                      159                171
         Net investment income                                            16                 17
         Realized investment gains                                         5
                                                                ---------------    ----------------
         Total revenues                                                  416                431

         Total benefits and expenses                                     344                376
         Income tax expenses                                              25                 18
                                                                ---------------    ----------------
         Net income                                         $             47    $            37
                                                                ===============    ================

         Self-funded premium equivalents                    $          1,197    $         1,348
</TABLE>


         The $10 million increase in earnings for the first quarter of 2003
         compared to the first quarter of 2002 is primarily due to improved
         aggregate and specific stop loss morbidity.

         Premium and fee income decreased $19 million or 4.6% for the first
         quarter of 2003 when compared to the same period of 2002. The decrease
         is primarily due to lower membership levels. There was a 10.0% decrease
         in total health care membership from 2,174,000 at December 31, 2002 to
         1,956,100 at March 31, 2003. There was an 18.0% decrease in total
         health care membership from 2,386,200 at March 31, 2002 to 1,956,100 at
         March 31, 2003. Much of the health care membership decline can be
         attributed to contract terminations resulting from pricing actions
         taken during 2002. The decline in membership was also, in part, due to
         difficulties with the implementation of a systems enhancement, which
         was resolved by the end of 2001; a decrease in the employee base for
         existing group health care customers; and the general decline in the
         economy.

         Total benefits and expenses decreased $32 million or 8.5% for the first
         quarter of 2003 when compared to the first quarter of 2002. The
         decrease is due primarily to higher deficit recoveries resulting from
         the pricing actions taken and lower operating expenses resulting from a
         reduction in staff and improved expense management.

         Self-funded premium equivalents decreased $151 million for the first
         quarter of 2003 compared to the first quarter 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) of
         restructuring costs in the first 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, disposal of furniture and equipment of $4.4 million,
         and termination of leasing agreements of $6.8 million.

         During the first quarter of 2002, the premium deficiency reserve was
         reduced by $15.0 million ($9.8 million, net of tax) based on an
         analysis of emerging experience. The Company had released premium
         deficiency reserves of $18.7 million in 2001 and $6.2 million in the
         first quarter of 2002 to offset the underwriting losses incurred on the
         under priced block of business. The premium deficiency reserve at March
         31, 2002 was $6.1 million and $0 at March 31, 2003.

         Financial Services

         The following is a summary of certain financial data of the Financial
         Services segment.
<TABLE>
<CAPTION>
<S>      <C>                                                <C>                 <C>

                         Operating Summary                         Three Months Ended March 31,
                                                                -----------------------------------
                            [Millions]                               2003               2002
         --------------------------------------------------     ---------------    ----------------

         Premium income                                     $             38    $            46
         Fee income                                                       57                 56
         Net investment income                                           199                211
         Realized investment gains                                        21                  6
                                                                ---------------    ----------------
           Total revenues                                                315                319

         Total benefits and expenses                                     256                266
         Income tax expenses                                              20                 17
                                                                ---------------    ----------------
           Net income                                       $             39    $            36
                                                                ===============    ================

         Deposits for investment-type contracts             $            147    $           150
         Deposits to separate accounts                                   570                799
</TABLE>


         Net income for Financial Services increased $3 million for the first
         quarter of 2003 when compared to the same period last year. The
         increase reflects an increase in realized investment gains on fixed
         maturities and reductions in operating expenses.

         Savings

         Savings premiums and deposits and fees decreased $174 million to $336
         million or 34% for the first quarter of 2003 when compared to the same
         period last year. Deposits to separate accounts decreased $161 million
         from the first quarter of 2002. In the prior year, the Company received
         single premium deposits of $139 million. In 2003, single premium
         deposits were only $26 million due to lower sales.

         The Financial Services segment's core savings business is in the
         public/non-profit pension market. Policyholder liabilities decreased
         $40 million or 1% from December 31, 2002 due to one large case
         termination.

         In the first quarter of 2003, the Financial Services segment's savings
         business experienced a decrease in the total lives under
         administrations. The decrease was the result of the loss of a single
         case. Total lives under administration at March 31, 2003 were 1,225,720
         compared to 1,331,061 at December 31, 2002.

         Assets in variable separate accounts were $2,459 million at March 31,
         2003, compared to $2,553 million at December 31, 2002. The decrease
         reflects lower deposits and the impact of the volatility of the U.S.
         equities market.

         Customer participation in guaranteed separate accounts increased during
         2003, as many customers prefer the security of fixed income securities
         in separate account assets. Assets under management for guaranteed
         separate account funds were $1,709 million at March 31, 2003 compared
         to $1,650 million at December 31, 2002.

         In addition to providing administrative services to customers of the
         Company's annuity products, a subsidiary of the Company also provides
         comprehensive third-party administrative and record keeping services
         for other financial institutions and employer-sponsored retirement
         plans. Including the savings business lives under administration
         referenced above, the Company currently provides these services to a
         total of 1,629,315 lives at March 31, 2003, compared to 1,708,533 at
         December 31, 2002.

         Life Insurance

         Individual life insurance deposits and premiums and fees of $80 million
         for the first quarter of 2003 represent a decrease of $24 million or
         23% from the same period last year. The decrease is primarily due to
         slow sales in the BOLI markets due to low fixed interest rates.

         401(k)

         401(k) premiums and deposits decreased 10% for the first quarter of
         2003 when compared to the first quarter of 2002 (from $437 million to
         $395 million) as a result of a decline in membership. Variable assets
         in separate accounts decreased during the first quarter of 2003 from
         $5.4 billion at December 31, 2002, to $5.3 billion at March 31, 2003
         due to the impact of lower U.S. equity markets and negative case growth
         resulting in lower deposits.

         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>
<CAPTION>
<S>                                                           <C>                        <C>

                                                                    March 31,                 December 31,
                                                                      2003                        2002
                                                              ----------------------     -----------------------

                                 AAA                                      60.6  %                     58.9  %
                                 AA                                        8.7  %                      8.9  %
                                  A                                       14.4  %                     15.2  %
                                 BBB                                      13.8  %                     14.4  %
                 BB and below (non-investment grade)                       2.5  %                      2.6  %
                                                              ----------------------     -----------------------

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


         During the first three 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 $8 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
         $771.4 million and $864.9 million as of March 31, 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.

         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 $149.8 million of repurchase
         agreements at March 31, 2003, compared to $323.2 million 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 $94.3 million of commercial paper outstanding
         at March 31, 2003, and $96.6 million at December 31, 2002. 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>
<CAPTION>
<S>      <C>                    <C>           <C>          <C>           <C>          <C>          <C>

                                     2003          2004         2005         2006          2007        Thereafter
                                   ----------    ---------    ----------   ----------    ---------    -------------
         Subordinated
           debentures           $             $            $             $            $            $        175.0
         Related party
          note                                                                25.0
         Operating leases             20.1          23.0         21.6         19.8          17.8             39.3
                                   ----------    ---------    ----------   ----------    ---------    -------------
         Total contractual
          obligations           $     20.1    $     23.0   $     21.6    $    44.8    $     17.8   $        214.3
                                   ==========    =========    ==========   ==========    =========    =============
</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 market risk position
         from December 31, 2002.

Item 4.  CONTROLS AND PROCEDURES

         Based on their evaluation as of April 24, 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) accumulated, processed and reported in a timely
         manner; and (ii) 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, since the date of their evaluation on April 24, 2003, there were
         no significant changes in the Company's internal controls or in other
         factors that could significantly affect these internal controls
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.



<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

       (a) INDEX TO EXHIBITS

           Exhibit Number      Title                                     Page
           --------------      -----                                     ----
           31                  Rule 13a-14(a)/15d-14(a) Certifications
           99                  Additional Exhibits


       (b) REPORTS ON FORM 8-K

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


SIGNATURES

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:  May 14, 2003
     -----------------------------------------------------      ---------------
     Glen R. Derback, Vice President and Controller
     (Duly authorized officer and chief accounting officer)