FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(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, 2000

        OR

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

        For the transaction period from                                 to

        Commission file number                                        333-64473

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

                               Delaware 84-1474245

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

                   8515 East Orchard Road, Englewood, CO 80111

                            (Address of principal executive offices)
                                   (Zip Code)

                                         [303] 689-4128
                      (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

As of June 30,  2000,  50,025  shares  of the  registrant's  common  stock  were
outstanding, all of which were owned by the registrant's parent company.
<PAGE>
                                       21

                                  TABLE OF CONTENTS
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                                      Page

                                                                                      -----------
Part I         FINANCIAL INFORMATION

               Item 1   Financial Statements

                        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             11
                        Condition and Results of Operations

Part II        OTHER INFORMATION

               Item 1   Legal Proceedings                                              20

               Item 6   Exhibits and Reports on Form 8-K                               20

               Signatures                                                              20

</TABLE>










<PAGE>


PART I   FINANCIAL INFORMATION

ITEM 1   FINANCIAL STATEMENTS

GWL&A FINANCIAL INC.

CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands)
<TABLE>
------------------------------------------------------------------------------------------------
(Unaudited)
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                              Three Months Ended          Six Months Ended
                                                   June 30,                   June 30,
                                                                      --------------------------
                                           -----------  ------------
                                              2000         1999          2000           1999
                                           -----------  ------------  ------------  -------------
REVENUES:

  Premiums                               $    318,407 $    293,721  $    671,143  $    611,476
  Fee income                                  213,229      150,270       424,863       304,306
  Net investment income                       228,019      215,984       458,419       432,102
  Net realized gains (losses) on                9,154        2,117        10,491        (3,926)
investments

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

                                              768,809      662,092     1,564,916     1,343,958
                                           -----------  ------------  ------------  -------------
BENEFITS AND EXPENSES:
  Life and other policy benefits              287,725      272,040       569,096       512,429
  Increase in reserves                          3,953      (12,726)       29,511        22,349
  Interest paid or credited to                109,235      115,676       234,929       225,641
contractholders

  Provision for policyholders' share of
    earnings on participating business          2,176        1,193         4,454         2,645
  Dividends to policyholders                   15,341       11,787        37,972        33,680
                                           -----------  ------------  ------------  -------------

                                              418,430      387,970       875,962       796,744
                                           -----------  ------------  ------------  -------------
                                                                      ------------  -------------

  Commissions                                  52,660       45,299        99,080        90,333
  Operating expenses                          176,309      144,053       378,241       294,175
  Premium taxes                                15,683       10,734        24,432        17,872
                                           -----------  ------------  ------------  -------------

                                              663,082      588,056     1,377,715     1,199,124
                                           -----------  ------------  ------------  -------------

INCOME BEFORE INCOME TAXES                    105,727       74,036       187,201       144,834

PROVISION FOR INCOME TAXES:
   Current                                     24,531       25,884        37,144        41,738
   Deferred                                    12,817          484        28,962        10,018
                                           -----------  ------------  ------------  -------------

                                               37,348       26,368        66,106        51,756
                                           -----------  ------------  ------------  -------------

NET INCOME                               $     68,379 $     47,668  $    121,095  $     93,078
                                           ===========  ============  ============  =============
</TABLE>










See notes to consolidated financial statements.

GWL&A FINANCIAL INC.

CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
<TABLE>
-----------------------------------------------------------------------------------------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                                  June 30,       December 31,
ASSETS                                                              2000             1999
------
                                                                --------------   --------------
                                                                 (Unaudited)
INVESTMENTS:
  Fixed Maturities:
    Held-to-maturity, at amortized cost
       (fair value $2,106,954 and $2,238,581)                 $    2,146,935   $    2,260,581
    Available-for-sale, at fair value
       (amortized cost $7,205,026 and $6,953,383)                  6,945,778        6,727,922
  Mortgage loans on real estate, net                                 908,775          974,645
  Common stock                                                       102,813           69,240
  Real estate, net                                                   113,674          103,731
  Policy loans                                                     2,791,283        2,681,132
  Short-term investments, available-for-sale
       (cost approximates fair value)                                213,174          243,709
                                                                --------------   --------------

      Total Investments                                           13,222,432       13,060,960

Cash                                                                 344,014          267,986
Reinsurance receivable                                               177,281          173,322
Deferred policy acquisition costs                                    271,303          282,295
Investment income due and accrued                                    129,411          137,810
Uninsured claims receivable                                          153,112          132,333
Other assets                                                         370,684          308,450
Premiums in course of collection                                     202,383          142,199
Deferred income taxes                                                236,559          253,323
Separate account assets                                           13,167,303       12,476,256
                                                                --------------   --------------
TOTAL ASSETS                                                 $    28,274,482   $   27,234,934
                                                                ==============   ==============






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

GWL&A FINANCIAL INC.

CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
<TABLE>
-----------------------------------------------------------------------------------------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                  June 30,       December 31,
LIABILITIES AND STOCKHOLDER'S EQUITY                                2000             1999
------------------------------------
                                                                --------------   --------------
                                                                 (Unaudited)
POLICY BENEFIT LIABILITIES:

    Policy reserves                                           $   11,699,265   $   11,737,683
    Policy and contract claims                                       509,916          391,968
    Policyholders' funds                                             236,885          185,623
    Provision for policyholders' dividends                            71,781           70,726

GENERAL LIABILITIES:

    Due to Parent Corporation                                         35,338           35,985
    Repurchase agreements                                                              80,579
    Commercial paper                                                  99,128
    Other liabilities                                                934,930          780,502
    Undistributed earnings on
      participating business                                         133,396          130,638
    Separate account liabilities                                  13,167,303       12,476,256
                                                                --------------   --------------

      Total Liabilities                                           26,887,942       25,889,960
                                                                --------------   --------------

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

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                                       707,348          707,348
    Accumulated other comprehensive loss                            (103,615)         (84,861)
    Retained earnings                                                607,557          547,237
                                                                --------------   --------------

      Total Stockholder's Equity                                   1,211,540        1,169,974
                                                                --------------   --------------

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                    $   28,274,482   $   27,234,934
                                                                ==============   ==============
</TABLE>






See notes to consolidated financial statements.
<PAGE>
GWL&A FINANCIAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
<TABLE>
-----------------------------------------------------------------------------------------------
(Unaudited)
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                                        Six Months Ended
                                                                            June 30,

                                                                  -----------------------------
                                                                      2000            1999
                                                                  -------------   -------------

OPERATING ACTIVITIES:
    Net income                                                  $     121,095   $      93,078
    Adjustments to reconcile net income to
      net cash provided by operating activities:
       Gain allocated to participating policyholders                    4,454           2,642
       Amortization of investments                                    (25,395)         (6,703)
       Realized losses (gains) on disposal of investments
           and write-downs of mortgage loans and real estate          (10,491)          3,926
       Amortization                                                    25,361          17,752
       Deferred income taxes                                           28,962          10,018
    Changes in assets and liabilities:
        Policy benefit liabilities                                    300,142         409,073
        Reinsurance receivable                                         (3,959)         13,049
        Accrued interest and other receivables                        (51,783)          3,436
        Other, net                                                     56,568        (232,435)
                                                                  -------------   -------------
                 Net cash provided by operating activities            444,954         313,836
                                                                  -------------   -------------

INVESTING ACTIVITIES:
    Proceeds from sales, maturities, and
        redemptions of investments:
        Fixed maturities
             Held-to-maturity

                Maturities and redemptions                            212,164         325,750
             Available-for-sale
                Sales                                                 666,969       2,009,783
                Maturities and redemptions                            436,865         434,630
        Mortgage loans                                                 67,751          94,307
        Real estate                                                     6,863           2,015
        Common stock                                                   12,102           6,842
    Purchases of investments:
        Fixed maturities
             Held-to-maturity                                         (85,433)       (352,190)
             Available-for-sale                                    (1,312,520)     (2,429,062)
        Mortgage loans                                                 (1,917)           (949)
        Real estate                                                   (20,439)        (14,351)
        Common stock                                                  (24,796)         (4,005)
                                                                  -------------   -------------
                 Net cash provided by (used in) investing             (42,391)         72,770
activities

                                                                  -------------   -------------
</TABLE>








                                                                     (Continued)

GWL&A FINANCIAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
<TABLE>
-----------------------------------------------------------------------------------------------
(Unaudited)
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                                         Six Months Ended
                                                                             June 30,

                                                                   -----------------------------
                                                                       2000            1999
                                                                   -------------   -------------

FINANCING ACTIVITIES:
   Contract withdrawals, net of deposits                         $    (283,662)  $    (365,423)
   Net Parent Corporation borrowings (repayments)                         (647)        (10,612)
   Dividends paid                                                      (60,775)        (41,566)
   Net commercial paper borrowings (repayments)                         99,128          (9,887)
   Net repurchase agreements borrowings (repayments)                   (80,579)       (161,273)
   Issuance of junior subordinated debentures                                          175,000
                                                                   -------------   -------------
              Net cash used in financing activities                   (326,535)       (413,761)
                                                                   -------------   -------------

NET INCREASE (DECREASE) IN CASH                                         76,028         (27,155)

CASH, BEGINNING OF YEAR                                                267,986         176,369
                                                                   -------------   -------------

CASH, END OF PERIOD                                              $     344,014   $     149,214

                                                                   =============   =============
</TABLE>





See notes to consolidated financial statements.                      (Concluded)
<PAGE>
GWL&A FINANCIAL INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
YEARS ENDED DECEMBER 31, 1999 AND 1998
(Dollars in Thousands)
<TABLE>
=================================================================================================
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                                                 Accumulated
                                                                                 Additional         Other

                              Preferred Stock               Common Stock           Paid-in      Comprehensive     Retained
                            -----------------------   -------------------------
                           Shares   Amount       Shares        Amount       Capital      Income (Loss)     Earnings       Total
                           ------- -------   ------------  -----------  ------------  ----------------   ----------   ----------
BALANCE, DECEMBER 31, 1998    0   $    0        50,025   $       250  $    706,588  $       61,560    $   430,411  $  1,198,809

Net income                                                                                                205,776       205,776
   Other comprehensive loss                                                               (146,421)                    (146,421)
                                                                                                                      ----------
Total comprehensive loss                                                                                                 59,355
                                                                                                                      ----------
Capital contributions

Dividends                                                                                                 (88,950)      (88,950)
Income tax benefit on stock
  compensation                                                                 760                                          760
                           ------- -------   ------------  -----------  ------------  ----------------   ----------   ----------

BALANCE, DECEMBER 31, 1999    0   $    0        50,025   $       250  $    707,348  $      (84,861)   $   547,237  $  1,169,974
                           ------- -------   ------------  -----------  ------------  ----------------   ----------   ----------

Net income                                                                                                121,095       121,095
Other comprehensive loss
  Change in unrealized gains                                                               (18,754)                     (18,754)
                                                                                                                      ----------
Comprehensive income                                                                                                    102,341
                                                                                                                      ----------
Dividends                                                                                                 (60,775)      (60,775)
                           ------- -------   ------------  -----------  ------------  ----------------   ----------   ----------

BALANCE, JUNE 30, 2000        0   $    0        50,025   $       250  $    707,348  $     (103,615)   $   607,557  $  1,211,540
                           ======= =======   ============  ===========  ============  ================   ==========   ==========
</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
        generally accepted accounting principles 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, 1999.

        Operating  results  for the six  months  ended  June  30,  2000  are not
        necessarily  indicative of the results that may be expected for the full
        year ending December 31, 2000.

2.      NEW ACCOUNTING PRONOUNCEMENTS

        In June 1998, the Financial  Accounting Standards Board issued Statement
        No.  133,  "Accounting  for  Derivative   Instruments  and  for  Hedging
        Activities",  which is required to be adopted in years  beginning  after
        June 15, 1999. This Statement  provides a  comprehensive  and consistent
        standard for the  recognition and measurement of derivatives and hedging
        activities.  In June 1999,  the  Financial  Accounting  Standards  Board
        issued  Statement No. 137,  "Accounting  for Derivative  Instruments and
        Hedging  Activities - Deferral of the Effective  Date of FASB  Statement
        No. 133",  which delays the effective  date of Statement No. 133 for one
        year,  to fiscal years  beginning  after June 15,  2000.  Because of the
        Company's  minimal use of  derivatives,  management  does not anticipate
        that the adoption of the new Statement will have a significant effect on
        earnings or the financial position of the Company.

3.      OTHER

        Effective January 1, 2000, the Company coinsured the majority of General
        American Life Insurance  Company's  ("General  American") group life and
        health insurance  business,  which primarily  consists of administrative
        services  only and stop loss  policies.  The  agreement  is  expected to
        convert  to an  assumption  reinsurance  agreement  by  January 1, 2001,
        pending regulatory approval.  The Company assumed approximately $150,000
        of policy  reserves  and  miscellaneous  liabilities  in exchange for an
        equal amount of cash and miscellaneous assets from General American.

        On October 6, 1999, the Company entered into an agreement with Allmerica
        Financial  Corporation  ("Allmerica") to acquire  Allmerica's group life
        and health insurance  business on March 1, 2000. This business primarily
        consists of  administrative  services only and stop loss  policies.  The
        in-force  business is expected to be  underwritten  and  retained by the
        Company upon each policy  renewal date. The purchase price is based on a
        percentage of the premium and  administrative  fees in-force at March 1,
        2000 and March 1, 2001.

        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  1999  financial
        statements to conform to the 2000 presentation.

ITEM 2. ANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                   Three Months Ended              Six Months Ended
                 Operating Summary                      June 30,                       June 30,
                                               ----------------------------   ---------------------------
                    (Millions)                    2000            1999           2000           1999
        ------------------------------------   ------------    ------------   ------------   ------------
        Premiums                             $       318    $        294    $       671    $       612
        Fee income                                   213             150            425            304
        Net investment income                        228             216            458            432
        Realized investment
          gains (losses)                              10               2             11             (4)
                                               ------------    ------------   ------------   ------------
                Total revenues                       769             662          1,565          1,344

        Total benefits

          and expenses                               664             588          1,378          1,199
        Income tax expenses                           37              26             66             52
                                               ------------    ------------   ------------   ------------
                Net income                   $        68    $         48    $       121    $        93
                                               ============    ============   ============   ============

        Deposits for investment

          type contracts                     $       184    $        169    $       354    $       275
        Deposits to separate

          accounts                           $     1,010    $        695    $     1,671    $     1,365
        Self-funded premium
          equivalents                        $     1,309    $        788    $     2,497    $     1,506

                       Balance Sheet                                           June 30,       Dec. 31,
                         (Millions)                                              2000           1999
        ---------------------------------------------                         ------------   ------------

        Investment assets                                                  $      13,222   $     13,061
        Separate account assets                                                   13,167         12,476
        Total assets                                                              28,274         27,235
        Total policy benefit liabilities                                          12,518         12,386
        Due to Parent Corporation                                                     35             36
        Guaranteed preferred beneficial interests
        in the                                                                       175            175
          Company's junior subordinated debentures
        Total stockholder's equity                                                 1,212          1,170
</TABLE>

        GENERAL

        This  Form 10-Q  contains  forward-looking  statements.  Forward-looking
        statements are statements not based on historical  information and which
        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, 2000,  compared with  December 31, 1999,  and its
        results of operations  for the three and six months ended June 30, 2000,
        compared with the same periods 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,  1999 to which  the  reader  is  directed  for  additional
        information.

        CONSOLIDATED RESULTS

        The Company's  consolidated  net income increased $18 million or 36% and
        $26  million or 27% for the second  quarter and first six months of 2000
        when  compared to the second  quarter and first six months of 1999.  The
        increase  reflects  an  increase  of $10 million and $15 million for the
        second  quarter and first six months of 2000 in the  Financial  Services
        segment,  which  resulted  primarily from higher fee income and realized
        gains on investments and favorable  individual life insurance mortality.
        The Employee Benefits  segment's net income increased $8 million and $11
        million for the second  quarter and first six months of 2000,  primarily
        due to favorable morbidity experience which more than offset unfavorable
        mortality experience.

        Total revenues increased $107 million or 16% and $221 million or 16% for
        the second  quarter  and first six months of 2000 when  compared  to the
        second  quarter and first six months of 1999. The growth in revenues for
        the  second  quarter  and first  six  months  of 2000 was  comprised  of
        increased  premium income of $24 million and $59 million,  increased fee
        income of $63 million and $121 million,  increased net investment income
        of $12  million  and  $26  million,  and  increased  realized  gains  on
        investments of $8 million and $15 million.

        The increased premium income in 2000 was comprised of growth in Employee
        Benefits  premium  income of $30  million and $67 million for the second
        quarter and first six months of 2000  offset by a decrease in  Financial
        Services  premium  income of $6 million  and $8  million  for the second
        quarter and first six months of 2000.  The growth in  Employee  Benefits
        primarily reflects premium income of $43 million and $86 million for the
        second quarter and first six months of 2000 derived from the acquisition
        of business from General American.

        The  growth in fee income is also  primarily  in the  Employee  Benefits
        segment,  where fee income  derived from the  acquisition of the General
        American  business  was $30 million  and $61  million  during the second
        quarter and first six months of 2000. Additionally,  the increase in fee
        income  derived from the  acquisition  of Alta Health and Life Insurance
        Company  ("Alta") in June 1998  (formerly  known as Anthem Health & Life
        Insurance  Company)  was $6 million  and $15  million  during the second
        quarter and first six months of 2000.  The  remaining  increase  was the
        result of new sales and  increased  fees on  variable  funds  related to
        growth in equity markets.

        The increase in net investment  income was the result of higher interest
        rates and a higher earned rate.  The actual earned rate at June 30, 2000
        was 7.04% compared to 6.93% at June 30, 1999.

        Realized  investment  gains  increased $8 million during the second
        quarter  of  2000  compared  to the  same  period  last  year.  Realized
        investment gains increased from a realized investment loss of $4 million
        in the first six  months of 1999 to a  realized  investment  gain of $11
        million in 2000.  The  majority  of the  increase is from gains of $7
        million and $8 million  from the sale of common stock during the second
        quarter  and first six months of 2000  compared  to none during the same
        periods  last year.  The rise in  interest  rates  resulted in losses on
        sales of fixed  maturities  totaling  $3 million  and $9 million for the
        first  six  months  of 2000 and  1999,  respectively.  Decreases  in the
        provision for asset losses of $5 million and $4 million were  recognized
        for the first six months of 2000 and 1999, respectively.

        The benefits and expenses  increased $76 million or 13% and $179 million
        or 15% for the second quarter and first six months of 2000 when compared
        to the  second  quarter  and first six  months  of 1999.  The  growth in
        benefits and expenses was  primarily in the Employee  Benefits  segment,
        which  increased $70 million and $159 million  during the second quarter
        and first six  months of 2000,  of which $75  million  and $147  million
        related to benefits  and  expenses  generated  by the  General  American
        business.  The  Financial  Services  segment  reflected  an  increase in
        benefits  and  expenses  of $5 million  and $20  million  for the second
        quarter and first six months of 2000.

        Income tax expense increased $16 million or 32% for the first six months
        of 2000 when  compared  to the first six  months of 1999.  The  increase
        reflects higher pre-tax earnings for the first six months of 2000.

        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,  which amounts  approximate the additional premiums that
        would have been earned under such  contracts if they had been written as
        traditional indemnity or HMO programs.

        Deposits for  investment-type  contracts increased $15 million or 9% and
        $79  million or 29% for the second  quarter and first six months of 2000
        when  compared to the same periods of 1999.  This  increase is primarily
        attributable to the Financial  Services  segment,  where the Company has
        experienced  growth in premium for fixed annuity  products due to higher
        interest  crediting  rates being offered to customers and the volatility
        in the variable marketplace.

        Deposits for separate  accounts  increased  $315 million or 45% and $306
        million or 22% for the second  quarter and first six months of 2000 when
        compared  to the  second  quarter  and  first six  months  of 1999.  The
        majority  of the  increase  is from Bank Owned Life  Insurance  ("BOLI")
        deposits,  which increased from $100 million for the first six months of
        1999 to $302 million for the first six months of 2000.

        Self-funded premium  equivalents  increased $521 million or 66% and $991
        million or 66% for the second  quarter and first six months of 2000 when
        compared to the same periods of 1999. The General  American  acquisition
        resulted in  increases  of $454  million and $804 million for the second
        quarter and first six months of 2000.

        Total assets  increased $1 billion or 4% when compared to the year ended
        December  31,  1999,  which  is  attributable  to the  separate  account
        business.

        SEGMENT RESULTS

        Employee Benefits

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

                                         Three Months Ended              Six Months Ended
            Operating Summary                 June 30,                       June 30,
                                     ----------------------------   ----------------------------
               (Millions)               2000            1999           2000            1999
        --------------------------   ------------    ------------   ------------    ------------
        Premiums                   $        277   $         247   $        579   $         512
        Fee income                          182             127            365             261
        Net investment income                22              20             46              39
        Realized investment
          gains (losses)                     (1)              1             (3)             (2)
                                     ------------    ------------   ------------    ------------
                Total revenues              480             395            987             810

        Total benefits

          and expenses                      423             353            888             729
        Income tax expenses                  20              13             34              27
                                     ------------    ------------   ------------    ------------
                Net income         $         37   $          29   $         65   $          54
                                     ============    ============   ============    ============

        Deposits for investment

          type contracts           $          5   $          18   $         20   $          18
        Deposits to separate

          accounts                 $        503   $         431   $        967   $         925
        Self-funded premium
          equivalents              $      1,309   $         788   $      2,497   $       1,506
</TABLE>

        Net income for  Employee  Benefits  increased  $8 million or 28% and $11
        million or 20% for the second  quarter and first six months of 2000 when
        compared  to the  second  quarter  and  first six  months  of 1999.  The
        increase is due to expense gains  associated with higher  recoveries and
        favorable morbidity which more than offset poor mortality experience.

        401(k)  premiums and deposits  increased  13% (from $472 million to $534
        million)  and 5% (from $988  million to $1,038  million)  for the second
        quarter  and  first  six  months of 2000.  Assets  under  administration
        (including  third-party  administration) in 401(k) increased 1% over the
        first  six  months of 2000.  The  number  of  contributing  participants
        increased from 501,000 at December 31, 1999 to 529,000 at June 30, 2000.

        Premiums,  fee income and equivalent  premiums for group life and health
        increased  53% (from  $1,140  million to $1,742  million)  and 52% (from
        $2,234 million to $3,390  million) from the second quarter and first six
        months of 1999, primarily due to the acquisition of the General American
        business.

        Financial Services

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

                                         Three Months Ended              Six Months Ended
            Operating Summary                 June 30,                       June 30,
                                     ----------------------------   ----------------------------
               (Millions)               2000            1999           2000            1999
        --------------------------   ------------    ------------   ------------    ------------
        Premiums                   $         41   $          47   $         92   $         100
        Fee income                           31              23             59              43
        Net investment income               206             196            413             393
        Realized investment
          gains (losses)                     10               1             14              (2)
                                     ------------    ------------   ------------    ------------
                Total revenues              288             267            578             534

        Total benefits

          and expenses                      240             235            490             470
        Income tax expenses                  17              11             32              23
                                     ------------    ------------   ------------    ------------
                Net income         $         31   $          21   $         56   $          41
                                     ============    ============   ============    ============

        Deposits for investment

          type contracts           $        178   $         151   $        334   $         257
        Deposits to separate

          accounts                 $        507   $         264   $        704   $         440
</TABLE>

        Net income for Financial  Services  increased $10 million or 48% and $15
        million or 37% for the second  quarter and first six months of 2000 when
        compared  to the same  periods  of 1999,  due  primarily  to higher  fee
        income,  favorable  individual  life  mortality  experience and realized
        gains on investments.

        Savings

        Savings  premiums and deposits  increased 12% (from $257 million to $287
        million)  and 26% (from  $503  million to $631  million)  for the second
        quarter and first six months of 2000,  which reflects growth in deposits
        to separate  accounts ($62 million) and in deposits to traditional fixed
        annuity products ($57 million) for the first six months of 2000.

        The  Financial  Services  segment's  core  savings  business  is in  the
        public/non-profit  pension market.  The assets of the  public/non-profit
        pension business,  including separate accounts but excluding  Guaranteed
        Investment  Contracts,  remained relatively  unchanged from December 31,
        1999.

        New  contributions  to variable  business  represented  54% of the total
        deposits  received  in the first six months of 2000  compared to 59% for
        the first six months of 1999.

        Customer  participation  in guaranteed  separate  accounts  increased as
        assets under management for guaranteed  separate account funds were $698
        million at June 30, 2000 compared to $654 million at December 31, 1999.

        Life Insurance

        Individual life insurance  revenue premiums and deposits of $471 million
        and $559  million  for the second  quarter  and first six months of 2000
        represent  an increase of $244  million or 108% and $223  million or 66%
        from the same periods last year.  The  increases are primarily due to an
        increase  in BOLI  separate  account  deposits  of $202  million for the
        second quarter and first six months of 2000.

        GENERAL ACCOUNT INVESTMENTS

        The Company's  primary  investment  objective is to acquire assets whose
        durations  and cash flows 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  are  designed  to  ensure  that  even  in  changing   market
        conditions,  the  Company's  assets  will meet the cash flow and  income
        requirements  of  its  liabilities.   Through  dynamic  modeling,  using
        state-of-the-art  software  to  analyze  the  effects of a wide 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 maturity investments include public and privately placed corporate
        bonds,  public and privately  placed  structured  assets and  government
        bonds.   This   latter   category   contains   both   asset-backed   and
        mortgage-backed    securities,    including    collateralized   mortgage
        obligations  ("CMOs").  The  Company's  strategy  related to  structured
        assets is to focus on those with lower  volatility  and  minimal  credit
        risk.  The  Company  does  not  invest  in  higher  risk  CMOs  such  as
        interest-only and  principal-only  strips, and currently has no plans to
        invest in such securities.

        Private   placement   investments,    which   are   primarily   in   the
        held-to-maturity  category,  are generally less marketable than publicly
        traded assets, yet they typically offer covenant protection which 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    (both
        available-for-sale  and held-to-maturity) by credit rating is summarized
        as follows:
<TABLE>
<S>                                                             <C>                     <C>
                                                           June 30,            December 31,
                                                             2000                  1999
                                                       ------------------    ------------------

        AAA                                                   50.6%                48.9%
        AA                                                     9.8%                 8.9%
        A                                                     17.5%                19.6%
        BBB                                                   21.4%                22.3%
        BB and Below (non-investment grade)                    0.7%                 0.3%
                                                       ------------------    ------------------
                          TOTAL                              100.0%               100.0%
</TABLE>

        During the first six months of 2000,  net  unrealized  gains (losses) on
        fixed  maturities  included  in  stockholders'  equity,  which is net of
        policyholder-related   amounts  and  deferred  income  taxes,  decreased
        surplus by $19 million.

        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  utilizing
        positive  cash flows from  operations.  Liquidity  for the  Company  has
        remained  strong,  as evidenced  by  significant  amounts of  short-term
        investments and cash,  which totaled $557 million and $512 million as of
        June 30, 2000 and December 31, 1999, 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 commercial  paper and 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.

        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 $99 million of commercial paper outstanding at
        June 30, 2000. There was no commercial paper outstanding at December 31,
        1999. 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.

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

        27                  Financial Data Schedule          21

(b)     Reports on Form 8-K

No reports on Form 8-K have been filed during the second quarter of 2000.

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.



DATE: August 10, 2000     BY:/s/   Glen R. Derback
                          ----------------------------------------------------
                          Glen R. Derback, Vice President and Controller
                          (Duly authorized officer and chief accounting officer)