UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

<TABLE>

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

<S>                                                                            <C>
For the quarterly period ended                                          March 31, 2004
                                          ----------------------------------------------------------------------------

OR

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

For the transaction period from                                              to
                                          --------------------------------          ----------------------------------

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

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

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


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

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

</TABLE>

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

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

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

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

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

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


<PAGE>

<TABLE>
<CAPTION>


                                TABLE OF CONTENTS

<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                  11
                      of Operations

             Item 3   Quantitative and Qualitative Disclosures About Market Risk                               19

             Item 4   Controls and Procedures                                                                  20

Part II      OTHER INFORMATION                                                                                 21

             Item 1   Legal Proceedings                                                                        21

             Item 6   Exhibits and Reports on Form 8-K                                                         21

             Signature                                                                                         21

</TABLE>


<PAGE>


PART I     FINANCIAL INFORMATION

ITEM 1     FINANCIAL STATEMENTS

GWL&A FINANCIAL INC.
<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF INCOME
[Dollars in Thousands]
======================================================================================================================
[Unaudited]
                                                                                          Three Months Ended
                                                                                              March 31,
                                                                                  -----------------------------------
                                                                                       2004                2003
                                                                                  ---------------     ---------------
REVENUES:
<S>                                                                            <C>                <C>
Premium income (net of premiums ceded totaling
     $328,413 and $8,551)                                                      $         42,250   $         273,903
  Fee income                                                                            210,556             215,874
  Net investment income                                                                 281,239             214,632
  Net realized gains on investments                                                      37,517              26,315
                                                                                  ---------------     ---------------
                                                                                        571,562             730,724

BENEFITS AND EXPENSES:
  Life and other policy benefits (net of reinsurance
   recoveries totaling $88,415 and $10,404)                                             212,165             187,407-
  (Decrease) increase in reserves                                                      (201,596)             53,012
  Interest paid or credited to contractholders                                          116,588             114,677
  Provision for policyholders' share of earnings
   on participating business                                                              4,589               2,361
  Dividends to policyholders                                                             37,006              24,803
                                                                                  ---------------     ---------------

                                                                                        168,752             382,260
                                                                                  ---------------     ---------------

  Commissions                                                                            51,309              39,900
  Operating expenses                                                                    195,770             171,289
  Premium taxes                                                                           7,267               6,662
                                                                                  ---------------     ---------------

                                                                                        423,098             600,111
                                                                                  ---------------     ---------------

INCOME BEFORE INCOME TAXES                                                              148,464             130,613

PROVISION FOR INCOME TAXES:
  Current                                                                                62,091              27,073
  Deferred                                                                              (11,566)             17,601
                                                                                  ---------------     ---------------
                                                                                         50,525              44,674
                                                                                  ---------------     ---------------

NET INCOME                                                                     $         97,939   $          85,939
                                                                                  ===============     ===============

</TABLE>

See notes to consolidated financial statements.


<PAGE>


GWL&A FINANCIAL INC.

<TABLE>
<CAPTION>

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

                                                                             March 31,              December 31,
ASSETS                                                                         2004                     2003
------
                                                                        --------------------    ---------------------
                                                                            [unaudited]
<S>                                                                           <C>                     <C>
INVESTMENTS:
  Fixed Maturities available-for-sale, at fair value
   (amortized cost $12,458,590 and $12,757,614)                     $         12,963,180     $        13,136,564
  Mortgage loans on real estate (net of allowances
   of $29,889 and $31,889)                                                     1,822,886               1,885,812
  Equity investments, at fair value (cost $509,759, and
    $413,246)                                                                    552,031                 433,259
  Real estate, net                                                                 7,849                   7,912
  Policy loans                                                                 3,435,413               3,389,534
  Short-term investments, available-for-sale
    (cost approximates fair value)                                             1,030,895                 853,716
                                                                        --------------------    ---------------------

    Total investments                                                         19,812,254              19,706,797

OTHER ASSETS:
  Cash                                                                           112,260                 188,383
  Reinsurance receivable
     Related party                                                             1,199,310               1,312,139
     Other                                                                       215,245                 262,685
  Deferred policy acquisition costs                                              300,793                 280,672
  Deferred ceding commission                                                     244,350                 289,359
  Investment income due and accrued                                              157,048                 165,417
  Amounts receivable related to uninsured accident
    and health plan claims (net of allowances of
    $31,015 and $32,329)                                                         130,809                 129,031
  Premiums in course of collection (net of allowances
   of $8,412 and $9,768)                                                          55,718                  75,809
  Other assets                                                                   815,471                 754,160
  Deferred income taxes                                                           60,728                 122,162
SEPARATE ACCOUNT ASSETS                                                       13,439,845              13,175,480
                                                                        --------------------    ---------------------





TOTAL ASSETS                                                        $         36,543,831     $        36,462,094
                                                                        ====================    =====================

                                                                                                    (continued)



<PAGE>


GWL&A FINANCIAL INC.

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

                                                                             March 31,              December 31,
LIABILITIES AND STOCKHOLDER'S EQUITY                                           2004                     2003
------------------------------------
                                                                        --------------------    ---------------------
                                                                            [unaudited]
POLICY BENEFIT LIABILITIES:
  Policy reserves                                                   $         18,386,595     $        18,650,078
  Policy and contract claims                                                     320,968                 418,930
  Policyholders' funds                                                           337,071                 368,076
  Provision for policyholders' dividends                                          90,222                  89,121
  Undistributed earnings on participating business                               185,127                 177,175

GENERAL LIABILITIES:
  Due to GWL                                                                      30,285                  30,950
  Repurchase agreements                                                          561,686                 389,715
  Commercial paper                                                                92,160                  96,432
  Other liabilities                                                              857,341                 998,475
  Junior subordinated debentures                                                 180,449                 180,449
SEPARATE ACCOUNT LIABILITIES                                                  13,439,845              13,175,480
                                                                        --------------------    ---------------------

    Total liabilities                                                         34,481,749              34,574,881
                                                                        --------------------    ---------------------


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                                                     730,699                 729,397
  Accumulated other comprehensive income                                         203,439                 127,811
  Retained earnings                                                            1,127,694               1,029,755
                                                                        --------------------    ---------------------

    Total stockholder's equity                                                 2,062,082               1,887,213
                                                                        --------------------    ---------------------






TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                          $         36,543,831     $        36,462,094
                                                                        ====================    =====================

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,
                                                                        ---------------------------------------------
                                                                               2004                     2003
                                                                        --------------------    ---------------------
OPERATING ACTIVITIES:

  Net income                                                        $             97,939     $            85,939
  Adjustments to reconcile net income to net cash
    Provided by operating activities:
    Earnings allocated to participating policyholders                              4,589                   2,361
    Amortization of investments                                                   (5,766)                (17,909)
    Realized gains on disposal of investments
      And write-downs of mortgage loans and real estate                          (37,519)                (26,315)
    Amortization                                                                  35,486                   7,732
    Deferred income taxes                                                        (11,566)                 17,601
  Changes in assets and liabilities:
    Policy benefit liabilities                                                  (195,404)                125,002
    Reinsurance receivable                                                        40,394                  15,060
    Accrued interest and other receivables                                        20,120                 (24,223)
    Other, net                                                                   (48,177)                 (6,307)
                                                                        --------------------    ---------------------

    Net cash (used in) provided by operating activities                          (99,904)                178,941

INVESTING ACTIVITIES:

  Proceeds from sales, maturities, and redemptions of investments: Fixed
    maturities available-for-sale:
        Sales                                                                  2,428,357               1,774,573
        Maturities and redemptions                                               804,709                 561,312
    Mortgage loans                                                                61,613                  38,270
    Real estate                                                                                            3,000
    Equity investments                                                            10,219                   5,901
  Purchases of investments:
    Fixed maturities available-for-sale                                       (3,067,637)             (2,386,049)
    Mortgage loans                                                                (1,250)
    Real estate                                                                       (2)                   (233)
    Equity investments                                                          (104,883)                 (4,663)
    Other, net                                                                  (133,439)                258,443
                                                                        --------------------    ---------------------
                                                                        --------------------    ---------------------

    Net cash (used in) provided by investing activities                           (2,313)                250,554





                                                                                                    (continued)
<PAGE>


GWL&A FINANCIAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
[Dollars in Thousands]
======================================================================================================================
[Unaudited]
                                                                                      Three Months Ended
                                                                                          March 31,
                                                                          -------------------------------------------
                                                                                 2004                   2003
                                                                          -------------------   ---------------------
FINANCING ACTIVITIES:

  Contract withdrawals, net of deposits                                $          (140,941)   $         (117,143)
  Net GWL repayments                                                                  (664)               (7,531)
  Dividends paid                                                                                         (45,691)
  Net commercial paper repayments                                                   (4,272)               (2,327)
  Net repurchase agreements (repayments) borrowings                                171,971              (173,386)
                                                                          -------------------   ---------------------

    Net cash provided by (used in) financing activities                             26,094              (346,078)
                                                                          -------------------   ---------------------

NET (DECREASE) INCREASE IN CASH                                                    (76,123)               83,417

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

CASH, END OF PERIOD                                                    $           112,260    $          238,048
                                                                          ===================   =====================



</TABLE>


See notes to consolidated financial statements.                      (Concluded)


<PAGE>


GWL&A FINANCIAL INC.

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2004 [Dollars in Thousands]
================================================================================
[Unaudited]
                                                                                      Accumulated Other
                                                                                   Comprehensive Income (Loss)
                                                                                   -----------------------
                                                                                    Unrealized    Minimum
                                                                        Additional    Gains       Pension
                                  Preferred Stock     Common Stock      Paid-in    (Losses)on    Liability     Retained
                                Shares   Amount    Shares     Amount    Capital     Securities   Adjustment    Earnings     Total
                                -------  ------- ---------  -------  -----------  --------------  ----------   ---------   ---------

<S>               <C>                <C>          <C>      <C>      <C>          <C>             <C>         <C>         <C>
BALANCES, JANUARY 1, 2004            0  $    0    50,025   $   250  $  729,397   $     137,122   $   (9,311) $ 1,029,755 $ 1,887,213

  Net income                                                                                                      97,939      97,939
  Other comprehensive income
     Change in unrealized gains                                                         75,628                                75,628
                                                                                                                           ---------
Total comprehensive income                                                                                                   173,567
                                                                                                                           ---------
Income tax benefit on stock
  Compensation                                                           1,302                                                 1,302
                                ------  -----------------   ------  -----------   --------------  ----------   ---------  ----------

BALANCES, MARCH 31, 2004             0  $    0    50,025   $   250  $  730,699   $     212,750   $   (9,311) $ 1,127,694 $ 2,062,082
                                =======  ======= =========  =======  ===========  ==============  ==========   =========   =========


</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, 2003.

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

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

         At March 31, 2004, 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>

                                                                                 For the three months ended
                                                                                         March 31,
                                                                                    2004            2003
                                Proforma disclosures                                    [Thousands]
         -------------------------------------------------------------------    -----------------------------

        <S>                                                                          <C>              <C>
             Net income as reported                                          $        97,939  $        85,939
             Less compensation for fair value of stock options, net of
                related tax effects                                                    1,020              659
                                                                                -------------    ------------
                                                                                -------------    ------------
             Proforma net income                                             $        96,919  $        85,280
                                                                                =============    ============

</TABLE>

2.       NEW ACCOUNTING PRONOUNCEMENTS

         In January 2004, FASB reissued Interpretation No. 46 (FIN 46),
         "Consolidation of Variable Interest Entities" as FIN 46R. 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, as
         reissued, is effective for VIEs created after January 31, 2003, and for
         pre-existing VIEs as of March 31, 2004.

         The Company's only VIE is a trust established in connection with the
         issuance of subordinated capital income securities (see note 3). The
         Company's equity investment in the trust is not at risk; therefore, the
         Company has deconsolidated the trust retroactively to December 31,
         2003. The effect of this deconsolidation was to increase assets and
         liabilities by $5,449.

         In July 2003, the Accounting Standards Executive Committee (AcSEC) of
         the American Institute of Certified Public Accountants (AICPA) issued
         Statement of Position (SOP) 03-01, "Accounting and Reporting by
         Insurance Enterprises for Certain Nontraditional Long-Duration
         Contracts and for Separate Accounts." AcSEC developed the SOP to
         address the evolution of product designs since the issuance of SFAS No.
         60, "Accounting and Reporting by Insurance Enterprises," and SFAS No.
         97, "Accounting and Reporting by Insurance Enterprises for Certain
         Long-Duration Contracts and for Realized Gains and Losses from the Sale
         of Investments." SOP 03-1 provides guidance related to the reporting
         and disclosure of certain insurance contracts and separate accounts,
         including guidance for computing reserves for products with guaranteed
         benefits, such as guaranteed minimum death benefits, and for products
         with annuitization benefits such as guaranteed minimum income benefits.
         In addition, SOP 03-1 addresses certain issues related to the
         presentation and reporting of separate accounts, as well as rules
         concerning the capitalization and amortization of sales inducements.
         SOP 03-1 was effective January 1, 2004. The adoption of SOP 03-1 did
         not have a material effect on the Company's consolidated financial
         statements.

3.       JUNIOR SUBORDINATED DEBENTURES

         On May 4, 1999, Great-West Life & Annuity Insurance Capital I (the
         Trust), the Company's wholly-owned subsidiary trust created under the
         laws of the State of Delaware, issued $175,000 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. As discussed in note 2 above, the Trust is
         not consolidated in accordance with FIN 46R.

4.       RELATED-PARTY TRANSACTIONS

         On August 31, 2003, the Company and The Canada Life Assurance Company
         (CLAC), a wholly owned subsidiary of Canada Life, entered into an
         Indemnity Reinsurance Agreement pursuant to which the Company reinsured
         80% (45% coinsurance and 35% coinsurance with funds withheld) of
         certain United States life, health and annuity business of CLAC's U.S.
         branch.

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

<TABLE>


         Assets (millions)                                          Liabilities and Stockholder's Equity (millions)
         --------------------------------------------------------   ------------------------------------------------

<S>                                        <C>                                                  <C>
         Cash                              $             (126)      Policy reserves             $            (280)
         Reinsurance receivable                          (148)      Policy and contract claims                (33)
         Deferred ceding commission                       (24)
         Premiums in course of collection                 (15)

                                              -------------------                                  -----------------
                                           $             (313)                                  $            (313)
                                              ===================                                  =================

</TABLE>

<PAGE>


5.       REINSURANCE

         In addition to the Indemnity Reinsurance Agreement entered into with
         CLAC (see 3 above), the Great-West Healthcare division of the Company
         entered into a reinsurance agreement during 2003 with Allianz Risk
         Transfer (Bermuda) Limited (Allianz) to cede 90% in 2003 and 75% in
         2004 of direct written group health stop-loss and excess loss activity.


6.         COMPONENTS OF NET PERIODIC BENEFIT COST

<TABLE>

                                                                            Post-Retirement
                                                    Pension Benefits          Medical Plan
                                                  ---------------------   ---------------------
                                                   2004         2003        2004        2003
                                                                  [Thousands]
                                                  ---------------------------------------------
<S>                                                 <C>         <C>          <C>        <C>
         Service cost                          $    2,144  $    2,067   $   722     $    511
         Interest cost                              3,329       3,069       684          568
         Expected return on plan assets            (3,733)     (3,239)
         Amortization of transition                  (379)       (379)
        obligation
         Amortization of unrecognized prior
           service cost                               158         158      (178)        (178)
         Amortization of gain from earlier
           periods                                    688         873       166           65
                                                  --------    ---------   ---------   ---------
         Net periodic cost                     $    2,207  $    2,549   $ 1,394        $ 966
                                                  ========    =========   =========   =========

</TABLE>

         The Company previously disclosed in its financial statements for the
         year ended December 31, 2003, that it expected to contribute $4.8
         million to fund its pension plan in 2004. As of March 31, 2004, no
         contributions have been made. The Company anticipates contributing $4.8
         million to fund its pension plan in 2004.

7.       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.

         Certain reclassifications have been made to the 2003 consolidated
         financial statements to conform to the 2004 presentation. These changes
         in classification had no effect on previously reported stockholder's
         equity or net income.

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

         GENERAL

         This Form 10-Q contains forward-looking statements. Forward-looking
         statements are statements not based on historical information and that
         relate to future operations, strategies, financial results, or other
         developments. In particular, statements using verbs such as "expect,"
         "anticipate," "believe," or words of similar import generally involve
         forward-looking statements. Without limiting the foregoing,
         forward-looking statements include statements which represent the
         Company's beliefs concerning future or projected levels of sales of 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, 2004, compared with December 31, 2003, and its
         results of operations for the quarter ended March 31, 2004, 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, 2003 to which the reader is directed for additional
         information.

<TABLE>

                                                                             Three Months Ended
                                                                                 March 31,
                                                                         2004                 2003
                                                                   -----------------    ------------------
                           Operating Summary                                     [Millions]
         ------------------------------------------------------    ---------------------------------------

<S>                                                                      <C>                  <C>
         Premium income                                         $            42      $           274
         Fee income                                                         211                  216
         Net investment income                                              281                  215
         Net realized gains on investments                                   38                   26
                                                                   -----------------    ------------------
           Total revenues                                                   572                  731

         Total benefits and expenses                                        423                  600
         Income tax expenses                                                 51                   45
                                                                   -----------------    ------------------
           Net income                                           $            98      $            86
                                                                   =================    ==================

         Deposits for investment-type
           Contracts                                            $           170      $           147
         Deposits to separate accounts                                      536                  570
         Self-funded premium equivalents                                  1,167                1,197

                                                                      March 31,           December 31,
                                                                         2004                 2003
                                                                   -----------------    ------------------
                             Balance Sheet                                       [Millions]
         ------------------------------------------------------    ---------------------------------------

         Investment assets                                      $        19,807      $        19,701
         Separate account assets                                         13,440               13,175
         Total assets                                                    36,538               36,457
         Total policy benefit liabilities                                19,320               19,703
         Due to GWL                                                          30                   31
         Guaranteed preferred beneficial
           interests in the Company's junior
           subordinated debentures                                          175                  175
         Total stockholder's equity                                       2,062                1,887


</TABLE>

<PAGE>



         CONSOLIDATED RESULTS

         The Company's consolidated net income increased $12 million or 14% for
         the first quarter of 2004 when compared to the first quarter of 2003.
         The net income increase reflects $27 million as a result of the July
         2003 purchase of Canada Life Insurance Company of America (CLICA) and
         Canada Life Insurance Company of New York (CLNY) and the August 2003
         Indemnity Reinsurance Agreement with CLAC (collectively referred to as
         Canada Life activity), a $9 million decrease in the Great-West
         Healthcare segment excluding the Canada Life activity and a $6 million
         decrease in the Financial Services segment excluding the impact of the
         Canada Life activity.

         Total revenues decreased $159 million or 22% for the first quarter of
         2004 when compared to 2003. The decrease in total revenue in the first
         quarter was primarily due to a $232 million decrease in premium income.
         A $296 million decrease in premium income in the Great-West Healthcare
         segment primarily resulting from the negative premiums associated with
         the recapture of group life and health premiums by CLAC was offset by a
         $64 million increase in premium income in the Financial Services
         segment.

         Benefits and expenses decreased $177 million or 30% for the first
         quarter of 2004 when compared to the first quarter of 2003. The
         decrease in benefits and expenses results from a $306 million decrease
         in the Great-West Healthcare segment primarily resulting from the
         recapture of benefit expense by CLAC, offset by a $129 million increase
         in the Financial Services segment.

         Income tax expense increased $6 million or 13% for the first quarter of
         2004 when compared to the same period in 2003 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 investment-type contracts increased $23 million or 16% for
         the first quarter of 2004 when compared to the first quarter of 2003.
         This increase resulted from increases in the 401(k) line of business
         and the Canada Life activity.

         Deposits for separate accounts decreased $34 million or 6% for the
         first quarter of 2004 when compared to the first quarter of 2003. The
         decrease is due primarily to lower sales in Individual Markets.

         Self-funded premium equivalents decreased $30 million or 3% for the
         first quarter of 2004 when compared to the first quarter of 2003. The
         decrease is due to lower membership.


<PAGE>



         SEGMENT RESULTS

         Great-West Healthcare

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

<TABLE>

                                                                   Three Months Ended March 31,
                                                                     2004               2003
                                                                ---------------    ----------------
                         Operating Summary                                  [Millions]
         --------------------------------------------------     -----------------------------------
<S>                                                                  <C>                 <C>

         Premium income                                     $            (60)   $           236
         Fee income                                                      144                159
         Net investment income                                            16                 16
         Realized investment gains                                         6                  5
                                                                ---------------    ----------------
         Total revenues                                                  106                416

         Total benefits and expenses                                      38                344
         Income tax expenses                                              24                 25
                                                                ---------------    ----------------
         Net income                                         $             44    $            47
                                                                ===============    ================

         Self-funded premium equivalents                    $          1,167    $         1,197

</TABLE>


         The decrease in earnings for the first quarter of 2004 compared to the
         same period of 2003 is primarily due to the decline in fee income
         contributing to lower expense gains as expense levels were not
         declining proportionately.

         Excluding premium and fee income of negative $209 million associated
         with Canada Life activity and excluding negative $73 million associated
         with the Allianz reinsurance cession, premium and fee income decreased
         $29 million or 7% for the first quarter of 2004 when compared to the
         same period of 2003. The decrease is primarily due to a decline in
         membership from March 31, 2003 to March 31, 2004, partially offset by
         pricing increases. Including 37,000 Canada Life stop loss members which
         renewed in the first quarter of 2004, the Great-West Healthcare segment
         experienced a 1.3% increase in total health care membership from
         1,856.1 thousand at December 31, 2003 to 1,880.0 thousand at March 31,
         2004. There was a 3.9% decrease in total health care membership from
         1,956.1 thousand at March 31, 2003 to 1,880.0 thousand at March 31,
         2004. The decline in membership is due to terminations resulting from
         pricing action related to target margins but reflects a stabilization
         in the first quarter of 2004. Canada Life premiums of negative $209
         million are primarily the result of $256 million of premiums related to
         a recapture of life and health premiums by CLAC associated with the
         original Indemnity Reinsurance Agreement dated August 31, 2003, offset
         by $47 million of normal business activity recorded before the February
         29, 2004 recapture.

         Excluding total benefits and expenses of negative $212 million
         associated with Canada Life activity and excluding negative $73 million
         associated with the Allianz reinsurance cession, total benefits and
         expenses decreased $21 million or 6% for the first quarter when
         compared to the same period of 2003. The decrease is due primarily to
         decreased benefits associated with lower membership. Canada Life total
         benefits and expenses of negative $212 million are primarily the result
         of $256 million of change in reserves as a result of the recapture
         discussed above offset by $44 million of normal business activity
         before the February 29, 2004 recapture.

         Self-funded premium equivalents decreased $30 million or 3% for the
         first quarter when compared to the same period of 2003. The decrease is
         due to lower membership.


<PAGE>


         Financial Services

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

<TABLE>


                                                                   Three Months Ended March 31,
                                                                     2004               2003
                                                                ---------------    ----------------
                         Operating Summary                                  [Millions]
         --------------------------------------------------     -----------------------------------

<S>                                                               <C>                 <C>
         Premium income                                     $            102    $            38
         Fee income                                                       67                 57
         Net investment income                                           265                199
         Realized investment gains                                        32                 21
                                                                ---------------    ----------------
           Total revenues                                                466                315

         Total benefits and expenses                                     385                256
         Income tax expenses                                              27                 20
                                                                ---------------    ----------------
           Net income                                       $             54    $            39
                                                                ===============    ================

         Deposits for investment-type contracts             $            170    $           147
         Deposits to separate accounts                                   536    $           570

</TABLE>

         Net income for Financial Services increased $15 million or 38% in the
         first quarter 2004 when compared to first quarter 2003. Effective July
         10, 2003 the Company acquired CLICA and CLNY. The results of operations
         for the life insurance and annuity business areas for these
         subsidiaries have been included in the Income Statement Data above for
         the first quarter of 2004.

         In addition, the Company has entered into an Indemnity Reinsurance
         Agreement with CLAC, a wholly owned subsidiary of Canada Life, pursuant
         to which the Company reinsured 80% (45% coinsurance and 35% coinsurance
         with funds withheld) of certain United States life, health and annuity
         business of CLAC's U.S. branch as of August 31, 2003. The life
         insurance and annuity reinsurance transactions related to this
         agreement have also been included in the Income Statement Data above
         for the first quarter of 2004.

         The impact of both of these transactions (Canada Life activity) on the
         Financial Services Division results for the first quarter of 2004 is as
         follows:

                                    Premiums                            $59
                                    Fee income                            2
                                    Net investment income                85
                                    Net realized gains on inv            17
                                                                       ----
                                    Total revenues                      163
                                    Policyholder benefits               111
                                    Operating expenses                   19
                                                                       ----
                                    Total benefits and expenses         130
                                                                        ---
                                    Income from operations               33
                                    Income taxes                         12
                                                                       ----
                                    Net income                           21

         Net income for the Financial Services division (excluding the Canada
         Life activity discussed above) has decreased $6 million or 15% from
         2003. The decrease is primarily related to a deterioration in mortality
         in Individual Insurance.


<PAGE>



         Excluding Canada Life activity, total premiums including deposits to
         investment-type contracts and deposits to separate accounts decreased
         $17 million or 2.3%. Premiums and deposits have decreased $23 million
         in the Individual Markets area where sales have been below budget for
         the first quarter of 2004. This decrease is offset by an increase in
         premiums and deposits in the Retirement Services area.

         Retirement participant accounts including third-party administration
         and institutional accounts increased 3.3% in 2004 from 2,265,713 at
         December 31, 2003 to 2,339,924 at March 31, 2004.

         Fee income has increased $8 million or 14%, excluding fee income
         associated with Canada Life, for the first quarter of 2004 when
         compared to the same period of 2003. Retirement products variable
         asset-based fees fluctuate with fluctuations in the participant account
         values. Account values change due to cash flow and unrealized market
         gains and losses associated with fluctuations in the U.S. equities
         market.

         Excluding investment income of $85 million associated with Canada Life,
         investment income decreased $19 million or 10% for the first quarter of
         2004 when compared to the same period of 2003 due to lower investment
         earned rates.

         Excluding total benefits and expenses of $130 million associated with
         Canada Life, total benefits and expenses have remained flat for the
         first quarter of 2004 when compared to the same period of 2003.

         GENERAL ACCOUNT INVESTMENTS

         The Company's primary investment objective is to acquire assets with
         duration and cash flow characteristics reflective of 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 under changing market conditions, the
         Company's assets will meet the cash flow and income requirements of its
         liabilities. Using dynamic modeling to analyze the effects of a range
         of possible market changes upon investments and policyholder benefits,
         the Company works to ensure that its investment portfolio is
         appropriately structured to fulfill financial obligations to its
         policyholders.

         Fixed Maturities

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

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

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

         The distribution of the fixed maturity portfolio by Standard & Poor's
         credit rating is summarized as follows:
<TABLE>

                                                                    March 31,                 December 31,
                                                                      2004                        2003
                                                              ----------------------     -----------------------

<S>                                                                       <C>                         <C>
                                 AAA                                      54.0  %                     54.3  %
                                 AA                                        8.2  %                      8.7  %
                                  A                                       16.3  %                     16.0  %
                                 BBB                                      19.1  %                     18.4  %
                 BB and below (non-investment grade)                       2.4  %                      2.6  %
                                                              ---------------------      ----------------------

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

         During the first three months of 2004, 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 $76 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 on direct business written and up to $2.8 million
         on business reinsured from CLAC.

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

         Allowance For Credit Losses

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

         Deferred Policy Acquisition Costs

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

         Valuation Of Privately Placed Fixed Maturities

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

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

         LIQUIDITY AND CAPITAL RESOURCES

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

         Generally, the Company has met its operating requirements by
         maintaining appropriate levels of liquidity in its investment portfolio
         and utilizing positive cash flows from operations. Liquidity for the
         Company has remained strong, as evidenced by significant amounts of
         short-term investments and cash that totaled $1.1 billion and $1.0
         billion as of March 31, 2004 and December 31, 2003, respectively. In
         addition, the bond portfolio carried an investment grade rating of 98%
         and 97% as of March 31, 2004 and December 31, 2003, respectively,
         thereby providing significant liquidity to the Company's overall
         investment portfolio.

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

         The Company's financial strength provides the capacity and flexibility
         to enable it to raise funds in the capital markets through the issuance
         of commercial paper. The Company continues to be well-capitalized, with
         sufficient borrowing capacity to meet the anticipated needs of its
         business. The Company had $92.2 million and $96.4 million of commercial
         paper outstanding at March 31, 2004 and December 31, 2003,
         respectively. The commercial paper has been given a rating of A-1+ by
         Standard & Poor's and a rating of P-1 by Moody's Investors Services,
         each being the highest rating available.

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

         The Company entered into a line of credit agreement on March 26, 2004,
         which provides for loans up to $200,000 to be used for general
         corporate purposes. The agreement expires March 26, 2005. At March 31,
         2004, the Company had notified the lender of its intent to borrow
         $167.4 million effective April 1, 2004.

<TABLE>
<CAPTION>


         OBLIGATIONS RELATING TO DEBT AND LEASES AT MARCH 31, 2004 ARE AS FOLLOWS:

                                             2004        2005        2006        2007        2008        Thereafter
                                            --------    --------    --------    --------    --------     ------------
                                                                           [Millions]
                                            -------------------------------------------------------------------------

         <S>                                      <C>         <C>         <C>         <C>         <C>         <C>
         Subordinated debentures         $           $           $           $           $           $         175.0
         Related party notes                                           25.0
         Operating leases                      18.3        22.6        19.6        17.6        16.8             22.5
         Contractual commitments              191.8        11.3
                                            --------    --------    --------    --------    --------     ------------
         Total contractual
          obligations                    $    210.1  $     33.9  $     44.6  $     17.6  $     16.8  $         197.5
                                            ========    ========    ========    ========    ========     ============

</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.

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

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

Item 4.  CONTROLS AND PROCEDURES

         Based on their evaluation as of March 31, 2004, the Chief Executive
         Officer and Chief Financial Officer have concluded that the Company's
         disclosure controls and procedures are effective at the reasonable
         assurance level in ensuring that information relating to the Company
         and its subsidiaries which is required to be disclosed in reports filed
         under the Securities Exchange Act of 1934 is (i) recorded, processed,
         summarized and reported in a timely manner; and is (ii) accumulated and
         communicated to the Company's senior management, including the
         President and Chief Executive Officer and the Executive Vice President
         and Chief Financial Officer, so that timely decisions may be made
         regarding disclosure.

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


<PAGE>


PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

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

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>


         (a) Exhibit Number Title Page

<S>               <C>                            <C>                                             <C>
                  31.1                      Rule 13a-14(a)/15d-14(a) Certification               22

                  31.2                      Rule 13a-14(a)/15d-14(a) Certification               23

                  32                        18 U.S.C. 1350 Certification                         24

         (b)      Reports on Form 8-K

                  A report on Form 8-K, dated January 30, 2004, was filed
                  disclosing the Company's results as of December 31, 2003.
</TABLE>


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.
<TABLE>
<CAPTION>


        GWL&A FINANCIAL INC.


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

</TABLE>


<PAGE>