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 September 30, 1999

                                              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 September 30, 1999,  50,025 shares of the  registrant's  common stock were
outstanding, all of which were owned by the registrant's parent company.





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

                                            - 2 -
                                TABLE OF CONTENTS



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

               Item 1   Financial Statements

                        Consolidated Statements of Income                                 3

                        Consolidated Balance Sheets                                       4

                        Consolidated Statements of Cash Flows                             6

                        Notes to Consolidated Financial Statements                        8

               Item 2   Management's Discussion and Analysis of Financial                 10
                        Condition and Results of Operations

Part II        OTHER INFORMATION

               Item 1   Legal Proceedings                                                 21

               Item 2   Changes to Securities and Use of Proceeds                         21

               Item 6   Exhibits and Reports on Form 8-K                                  21

               Signatures                                                                 21



</TABLE>




<PAGE>


PART I   FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

GWL&A FINANCIAL INC.

CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands)
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
(Unaudited)
                                              Three Months Ended             Nine Months Ended
                                                 September 30,                 September 30,
                                          ----------------------------   ---------------------------
                                              1999           1998           1999           1998
                                          -------------   ------------   ------------   ------------
REVENUES:
  Premiums                             $     298,227   $     349,042  $     909,703  $     699,929
  Fee income                                 162,396         145,920        466,702        390,610
  Net investment income                      219,176         222,294        651,278        669,719
  Net realized gains (losses)
   on investments                              3,796          13,512           (130)        32,827
                                          -------------   ------------   ------------   ------------

                                             683,595         730,768      2,027,553      1,793,085
                                          -------------   ------------   ------------   ------------
BENEFITS AND EXPENSES:
  Life and other policy benefits             272,030         244,721        784,459        537,189
  Increase in reserves                        15,811          71,989         38,160        120,152
  Interest paid or credited to
   contractholders                           107,364         125,071        333,005        372,066
  Provision for policyholders' share
of
   earnings (losses) on participating
   business                                     (237)          1,953          2,408          5,312
                                          -------------   ------------   ------------   ------------
  Dividends to policyholders                  16,271          17,354         49,951         51,479
                                          -------------   ------------   ------------   ------------

                                             411,239         461,088      1,207,983      1,086,198
                                          -------------   ------------   ------------   ------------
                                                                         ------------   ------------

  Commissions                                 41,072          41,872        131,405         98,708
  Operating expenses                         148,367         141,448        442,542        373,271
  Premium taxes                                7,829          11,031         25,701         24,215
                                          -------------   ------------   ------------   ------------

                                             608,507         655,439      1,807,631      1,582,392
                                          -------------   ------------   ------------   ------------

INCOME BEFORE INCOME TAXES                    75,088          75,329        219,922        210,693

PROVISION FOR INCOME TAXES:
   Current                                    11,741          28,322         53,479         69,611
   Deferred                                   12,271          (2,148)        22,289          1,598
                                          -------------   ------------   ------------   ------------

                                              24,012          26,174         75,768         71,209
                                          -------------   ------------   ------------   ------------

NET INCOME                             $      51,076   $      49,155  $     144,154  $     139,484
                                          =============   ============   ============   ============
</TABLE>





See notes to consolidated financial statements.


<PAGE>


GWL&A FINANCIAL INC.

CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
<TABLE>

<S>                                                                       <C>             <C>
                                                                September 30,    December 31,
ASSETS                                                              1999             1998
------
                                                                --------------   --------------
                                                                 (Unaudited)
INVESTMENTS:
  Fixed Maturities:
    Held-to-maturity, at amortized cost
       (fair value $2,312,845 and $2,298,936)                $     2,314,819  $     2,199,818
    Available-for-sale, at fair value
       (amortized cost $6,979,776 and $6,752,532)                  6,845,174        6,936,726
  Mortgage loans on real estate, net                                 995,274        1,133,468
  Common stock                                                        52,024           48,640
  Real estate, net                                                    93,663           73,042
  Policy loans                                                     2,634,991        2,858,673
  Short-term investments, available-for-sale
       (cost approximates fair value)                                186,584          420,169
                                                                --------------   --------------

      Total Investments                                           13,122,529       13,670,536

Cash                                                                 112,738          176,369
Reinsurance receivable                                               195,575          192,958
Deferred policy acquisition costs                                    290,913          238,901
Investment income due and accrued                                    139,007          157,587
Other assets                                                         381,572          311,078
Premiums in course of collection                                     130,457           84,940
Deferred income taxes                                                230,179          191,483
Separate account assets                                           10,760,763       10,099,543
                                                                --------------   --------------



TOTAL ASSETS                                                 $    25,363,733  $    25,123,395
                                                                ==============   ==============


</TABLE>


See notes to consolidated financial statements.                (Continued)


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

GWL&A FINANCIAL INC.

CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)

                                                                September 30,    December 31,
LIABILITIES AND STOCKHOLDER'S EQUITY                                1999             1998
------------------------------------
                                                                --------------   --------------
                                                                 (Unaudited)
POLICY BENEFIT LIABILITIES:

    Policy reserves                                          $    11,611,617  $    11,839,714
    Policy and contract claims                                       469,158          491,932
    Policyholders' funds                                             181,922          181,779
    Provision for policyholders' dividends                            69,760           69,530

GENERAL LIABILITIES:

    Due to Parent Corporation                                         41,680           52,877
    Repurchase agreements                                             80,749          244,258
    Commercial paper                                                  54,702           39,731
    Other liabilities                                                607,067          761,505
    Undistributed earnings on
      participating business                                         131,206          143,717
    Separate account liabilities                                  10,760,763       10,099,543
                                                                --------------   --------------

      Total Liabilities                                           24,008,624       23,924,586
                                                                --------------   --------------

Guaranteed preferred beneficial interests in the Company's
junior
subordinated debentures                                              175,000

STOCKHOLDER'S EQUITY:
    Preferred stock, $1 par value,
       50,000,000 shares authorized:
            Series A, cumulative, 1,500 shares authorized,
              none outstanding
            Series B, cumulative, 1,500 shares authorized,
              none outstanding
            Series C, cumulative, 1,500 shares authorized,
              none outstanding
            Series D, cumulative, 1,500 shares authorized,
              none outstanding
            Series E, non-cumulative, 2,000,000 shares
authorized,
              none outstanding
    Preferred stock, $0 par value, 500,000 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                                       706,588          706,588
    Accumulated other comprehensive income (loss)                    (39,067)          61,560
    Retained earnings                                                512,338          430,411
                                                                --------------   --------------

      Total Stockholder's Equity                                   1,180,109        1,198,809
                                                                --------------   --------------

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                   $    25,363,733  $    25,123,395
                                                                ==============   ==============
</TABLE>

See notes to consolidated financial statements.


<PAGE>

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

GWL&A FINANCIAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
                                                                       Nine Months Ended
                                                                         September 30,
                                                                  -----------------------------
                                                                      1999            1998
                                                                  -------------   -------------

OPERATING ACTIVITIES:
    Net income                                                 $      144,154  $      139,484
    Adjustments to reconcile net income to
      net cash provided by operating activities:
       Gain allocated to participating policyholders                    2,404           5,312
       Amortization of investments                                    (13,798)         (5,447)
       Realized losses (gains) on disposal of investments
           and write-downs of mortgage loans and real estate              130         (32,827)
       Amortization                                                    33,653          60,590
       Deferred income taxes                                           22,289          (9,035)
    Changes in assets and liabilities:
        Policy benefit liabilities                                    537,562         771,818
        Reinsurance receivable                                         (2,617)          4,669
        Accrued interest and other receivables                        (26,937)         25,742
        Other, net                                                   (249,075)       (353,675)
                                                                  -------------   -------------
                 Net cash provided by operating activities            447,765         606,631
                                                                  -------------   -------------

INVESTING ACTIVITIES:
    Proceeds from sales, maturities, and
        redemptions of investments:
        Fixed maturities
             Held-to-maturity
                Maturities and redemptions                            413,320         385,071
             Available-for-sale
                Sales                                               2,640,214       5,137,042
                Maturities and redemptions                            610,044         990,923
        Mortgage loans                                                142,473         168,777
        Real estate                                                     5,114          16,456
        Common stock                                                   12,598           3,183
    Purchases of investments:
        Fixed maturities
             Held-to-maturity                                        (515,776)       (471,514)
             Available-for-sale                                    (3,233,049)     (5,940,683)
        Mortgage loans                                                 (2,311)        (95,788)
        Real estate                                                   (28,256)         (3,075)
        Common stock                                                  (15,400)         (3,235)
                                                                  -------------   -------------
                 Net cash provided by investing activities             28,971         187,157
                                                                  -------------   -------------

</TABLE>





                              (Continued)


<PAGE>

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

GWL&A FINANCIAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
                                                                        Nine Months Ended
                                                                          September 30,
                                                                   -----------------------------
                                                                       1999            1998
                                                                   -------------   -------------

FINANCING ACTIVITIES:
   Contract withdrawals, net of deposits                        $     (493,405) $     (366,309)
   Net Parent Corporation borrowings (repayments)                      (11,197)         41,136
   Dividends paid                                                      (62,227)        (59,404)
   Net commercial paper borrowings (repayments)                         14,971          45,648
   Net repurchase agreements borrowings (repayments)                  (163,509)       (225,435)
   Issuance of junior subordinated debentures                          175,000
                                                                   -------------   -------------
              Net cash used in financing activities                   (540,367)       (564,364)
                                                                   -------------   -------------

NET INCREASE (DECREASE) IN CASH                                        (63,631)        229,424

CASH, BEGINNING OF YEAR                                                176,369         126,278
                                                                   -------------   -------------

CASH, END OF PERIOD                                             $      112,738  $      355,702
                                                                   =============   =============


</TABLE>



See notes to consolidated financial statements.          (Concluded)


<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 Company's registration
        statement on Form S-3 (File No.  333-64473),  effective  April 28, 1999,
        which registration statement includes the audited consolidated financial
        statements  and the  accompanying  notes for the year ended December 31,
        1998.

        Operating  results for the nine months ended  September 30, 1999 are not
        necessarily  indicative of the results that may be expected for the full
        year ending December 31, 1999.

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.

        In March 1998, the Accounting Standards Executive Committee of the AIPCA
        issued  Statement of Position (SOP) 98-1,  "Accounting  for the Costs of
        Computer  Software  Developed or Obtained for  Internal  Use".  The SOP,
        which was adopted as of January 1, 1999,  requires the capitalization of
        certain  costs  incurred in  connection  with  developing  or  obtaining
        internal use  software.  Prior to the adoption of SOP 98-1,  the Company
        expensed all internal use software related costs as incurred. During the
        nine months ended September 30, 1999, the Company  capitalized $8,068 in
        internal use software costs related to the adoption of SOP 98-1.

3.      OTHER

        Great-West Life & Annuity Insurance 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.




<PAGE>


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

                                           Three Months                Nine Months
                                               Ended                      Ended
                                           September 30,              September 30,
                                      ------------------------   ------------------------
 Operating Summary                       1999         1998          1999         1998
                                                    ----------
                                      -----------                -----------   ----------
 (Millions)

 Premiums                           $      298   $        349 $       910   $        700
 Fee income                                 162           146         466            390
 Net investment income                      219           222         651            670
 Realized investment gains
   (losses)                                   4            13           0             33
                                      -----------   ----------   -----------   ----------
      Total revenues                        683           730       2,027          1,793

 Total benefits and expenses                608           655       1,808          1,582
 Income tax expense                          24            26          75             71
                                      ===========   ==========   ===========   ==========
      Net income                    $       51   $         49 $       144   $        140
                                      ===========   ==========   ===========   ==========

 Deposits for investment-type
   contracts                        $      137   $        616 $       412   $      1,071
 Deposits to separate
   accounts                                 551           584       1,916          1,693
 Self-funded premium
   equivalents                              746           658       2,252          1,784


                                                    September 30,         December 31,
 Balance Sheet (Millions)                               1999                  1998
                                                  ------------------    -----------------

 Investment assets                             $         13,123     $         13,671
 Separate account assets                                 10,761               10,100
 Total assets                                            25,364               25,123
 Total policy benefit liabilities                        12,332               12,583
 Long-term debt - due to
      Parent Corporation                                     32                   35
 Guaranteed preferred beneficial
     interests in the Company's
     junior subordinated
     debentures                                             175
 Total stockholder's equity                    $          1,180     $          1,199

</TABLE>


<PAGE>


GENERAL

The following  discussion addresses the financial condition of the Company as of
September  30,  1999,  compared  with  December  31,  1998,  and its  results of
operations for the three and nine months ended September 30, 1999, 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
registration  statement on Form S-3 (File No.  333-64473),  effective  April 28,
1999, to which the reader is directed for additional information.

CONSOLIDATED RESULTS

The Company's  consolidated net income increased $2 million or 4% and $4 million
or 3% for the third  quarter and nine months of 1999 when  compared to the third
quarter and nine months of 1998. The increases reflect an increase/(decrease) of
$2 million  and $(2)  million in the  Financial  Services  segment for the third
quarter and nine months of 1999.  The  Employee  Benefits  segment's  net income
increased  $6 million  for the nine  months of 1999,  which  reflected  improved
morbidity gains being partially offset by net realized investment losses.

Total revenues  increased/(decreased)  $(47) million or (6)% and $234 million or
13% for the third  quarter and for the nine months of 1999 when  compared to the
same periods of 1998. The  increase/(decrease) in revenues for the third quarter
and nine months of 1999 was comprised of increased/(decreased) premium income of
$(51)  million  and $210  million,  increased  fee income of $16 million and $76
million,  decreased  net  investment  income of $3 million  and $19  million and
decreased realized gains on investments of $9 million and $33 million.

The  increased/(decreased)  premium  income in 1999 was  comprised  of growth in
Employee  Benefits  premium  income of $8 million and $278 million for the third
quarter and nine  months of 1999,  offset by a decrease  in  Financial  Services
premium  income of $59 million  and $68  million for the third  quarter and nine
months of 1999.  The  growth in 1999 in  Employee  Benefits  is  related  to its
acquisition of Anthem Health & Life Insurance Company ("AH&L") in July 1998. The
financial  results of AH&L are  included for the full nine months of 1999 versus
only the period from acquisition in 1998. The majority of the growth in Employee
Benefits in 1999 reflects  increased premium income of $216 million derived from
AH&L.  The decrease in Financial  Services  premium is related to lower sales of
Bank Owned Life Insurance ("BOLI").

The growth in fee income is also  primarily  in the Employee  Benefits  segment,
where the  increase in fee income  derived from the  acquisition  of AH&L was $7
million and $38 million  during the third  quarter and nine months of 1999.  The
remaining  increase was the result of new sales and  increased  fees on variable
funds related to growth in equity markets.

The decrease in net investment  income was the result of a combination of higher
interest rates and a reduction in general account assets. The actual earned rate
at September 30, 1999 was 6.93% compared to 7.17% at September 30, 1998.

Realized  investment  gains  decreased  $9 million and $33 million for the third
quarter and nine months of 1999 compared to the same periods last year. The rise
in  interest  rates in 1999  resulted  in  losses  on sales of fixed  maturities
totaling $8 million,  while lower interest  rates  contributed to $33 million of
fixed maturity gains in 1998.  Increases  (decreases) in the provision for asset
losses of $(6)  million and $.6 million were  recognized  for the nine months of
1999 and 1998, respectively.

Benefits  and  expenses  increased/(decreased)  $(47)  million  or (7)% and $226
million or 14% for the third  quarter and nine  months of 1999 when  compared to
the third quarter and nine months of 1998.  The  increased/(decreased)  benefits
and expenses in 1999 were comprised of an increase in Employee Benefits benefits
and  expenses  of $17 million  and $316  million for the third  quarter and nine
months of 1999 was offset by a  decrease  in  Financial  Services  benefits  and
expenses of $64 million and $90 million for the third quarter and nine months of
1999. The increase in Employee Benefits primarily reflects benefits and expenses
of $255 million for the nine months of 1999 derived from the acquisition of AH&L
in July 1998.  The decrease in Financial  Services  represents a decrease in the
change in policy reserves related to lower sales of BOLI.

Income tax expense  increased/(decreased) $(2) million or (8)% and $4 million or
6% for the third  quarter  and nine  months of 1999 when  compared  to the third
quarter  and  nine  months  of  1998.  The  decrease  of the  third  quarter  is
attributable to the tax deduction  associated with the dividends received in the
Company's  separate  accounts.  The increase for the nine months reflects higher
pre-tax  earnings for the nine months of 1999 and the use of net operating  loss
carryforwards related to the subsidiaries during 1998.

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  decreased $479 million or 78% and $659
million or 62% for the third  quarter and nine  months of 1999 when  compared to
the  third  quarter  and  nine  months  of  1998.  This  decrease  is  primarily
attributable  to the  Financial  Services  segment,  and is primarily  due to an
indemnity  reinsurance  agreement  with  Great-West  Life,  whereby  the Company
reinsured by coinsurance  certain  Great-West Life individual  non-participating
life  insurance  policies  during the third  quarter of 1998.  This  transaction
increased  deposits  in 1998 by $410  million.  The  additional  decrease is due
primarily to decreased  deposits  related to Bank Owned Life Insurance  ("BOLI")
sales ($100  million and $240  million for the third  quarter and nine months of
1999 when compared to the same periods last year).

Deposits for separate accounts  increased/(decreased)  $(33) million or (6)% and
$223 million or 13% for the third  quarter and nine months of 1999 when compared
to the third  quarter and nine months of 1998.  The increase for the nine months
of 1999 is due to a  continuing  movement  toward  variable  funds and away from
fixed options. During the second quarter of 1999, the Company began distributing
a BOLI separate  account  product,  resulting in $100 million in deposits during
the second quarter.

Self-funded premium equivalents increased $88 million or 13% and $468 million or
26% for the third  quarter  and nine  months of 1999 when  compared to the third
quarter and nine months of 1998. The increase was due to the acquisition of AH&L
($115 million and $267 million for third quarter and nine months of 1999),  with
the additional growth for the nine months of 1999 coming from growth in business
in the remainder of the Employee Benefits segment.

Total  assets  increased  $241  million  or 1% when  compared  to the year ended
December 31, 1998.


<PAGE>


SEGMENT RESULTS

Employee Benefits

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

                                          Three Months                Nine Months
                                              Ended                      Ended
                                          September 30,              September 30,
                                     ------------------------   ------------------------
 Operating Summary (Millions)           1999         1998          1999         1998
                                     -----------   ----------   -----------   ----------

 Premiums                          $      266   $        258 $       778   $        500
 Fee income                                141           126         402            337
 Net investment income                      21            26          60             69
 Realized investment gains
   (losses)                                                3          (2)             6
                                     -----------   ----------   -----------   ----------
      Total revenues                       428           413       1,238            912

 Total benefits and expenses               389           372       1,118            802
 Income tax expense                         12            14          40             36
                                     ===========   ==========   ===========   ==========
      Net income                   $       27   $         27 $        80   $         74
                                     ===========   ==========   ===========   ==========

 Deposits for investment-type
   contracts                       $            $         29 $        18   $         44
 Deposits to separate
   accounts                                395           401       1,320          1,190
 Self-funded premium
   equivalents                             746           658       2,252          1,784
</TABLE>

Net income for Employee Benefits  increased $6 million or 8% for the nine months
of 1999 when compared to the nine months of 1998. The increase was primarily due
to improved  morbidity  experience  offset  somewhat by net realized  investment
losses.

401(k)  premiums and deposits  decreased 7% (from $449 million to $418  million)
and increased 9% (from $1,291  million to $1,407  million) for the third quarter
and nine months of 1999, as a result of higher recurring  deposits from existing
customers. Assets under administration (including third-party administration) in
401(k) increased 8% over the nine months of 1998, primarily due to strong equity
markets.  The number of  contributing  participants  increased  from  477,000 at
December 31, 1998 to 512,000 at September 30, 1999.

Equivalent  premium  revenue and fee income for group life and health  increased
11% (from $1,022  million to $1,130  million)  and 31% (from  $2,565  million to
$3,364 million) from the third quarter and nine months of 1998, primarily due to
the acquisition of AH&L.

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                Nine Months
                                              Ended                      Ended
                                          September 30,              September 30,
                                     ------------------------   ------------------------
 Operating Summary (Millions)           1999         1998          1999         1998
                                     -----------   ----------   -----------   ----------

 Premiums                          $       32   $         91 $       132   $        200
 Fee income                                 21            20          64             53
 Net investment income                     198           196         591            601
 Realized investment gains
   (losses)                                  4            10           2             27
                                     -----------   ----------   -----------   ----------
      Total revenues                       255           317         789            881

 Total benefits and expenses               219           283         690            780
 Income tax expense                         12            12          35             35
                                     ===========   ==========   ===========   ==========
      Net income                   $       24   $         22 $        64   $         66
                                     ===========   ==========   ===========   ==========

 Deposits for investment-type
   Contracts                       $      137   $        587 $       394   $      1,027
 Deposits to separate
   Accounts                                156           183         596            503
</TABLE>

Net income for  Financial  Services  increased/(decreased)  $2 million or 9% and
$(2) million or (3)% for the third quarter and nine months of 1999 when compared
to the third quarter and nine months of 1999. The reduction in realized gains in
1999 has been  offset  with  increased  investment  margins  and fee  income  on
separate accounts.

Savings

Savings  equivalent  premiums and deposits  decreased  13% (from $271 million to
$236  million) and 1% (from $747 million to $739  million) for the third quarter
and nine months of 1999. The in quarter  decrease is related to separate account
activity.

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, decreased 4% from December 31, 1998.

New  contributions  to variable  business  represented 59% of the total deposits
received in the nine months of 1999 compared to 59% for the nine months of 1998.

Customer  participation  in guaranteed  separate  accounts  increased and assets
under  management  for  guaranteed  separate  account funds were $628 million at
September 30, 1999 compared to $562 million at December 31, 1998.

Life Insurance

Individual life insurance revenue premiums and deposits of $110 million and $446
million for the third quarter and nine months of 1999  represented a decrease of
$500  million  or 82% and $590  million or 57% from the third  quarter  and nine
months of 1998,  which is primarily due to a coinsurance  agreement in the prior
year,  which  resulted in increased  deposits of $410  million.  The  additional
decrease is due  primarily  to  decreased  deposits  related to BOLI sales ($100
million  and $240  million  for the third  quarter  and nine months of 1999 when
compared to the same periods last year).

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.



<PAGE>


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:

                                     September 30,          December 31,
                                          1999                  1998
                                    ------------------    ------------------

AAA                                       48.2%                 45.6%
AA                                         8.8%                  9.4%
A                                         20.2%                 23.8%
BBB                                       22.4%                 20.7%
BB & Below (non-investment grade)          0.4%                  0.5%
                                    ------------------    ------------------
                  TOTAL                  100.0%                100.0%

        During the third quarter and nine months of 1999, net  unrealized  gains
(losses) on fixed maturities included in stockholder's  equity,  which is net of
policyholder-related amounts and deferred income taxes, decreased surplus by $12
million and $101 million, respectively.

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 $299 million and $596 million as of September  30, 1999 and December 31,
1998, 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 $55
million and $40 million of commercial  paper  outstanding  at September 30, 1999
and December 31, 1998. 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.



<PAGE>


YEAR 2000 ISSUE

The Year 2000  ("Y2K")  problem  arises  when a computer  performing  date-based
computations  or operations  produces  erroneous  results due to the  historical
practice of using two digit years within  computer  hardware and software.  This
causes  errors  or  misinterpretations  of the  century  in  date  calculations.
Virtually all businesses,  including the Company,  are required to determine the
extent of their Y2K  problems.  Systems  that  have a Y2K  problem  must then be
converted or replaced by systems that will operate correctly with respect to the
year 2000 and beyond.

The Company has a written plan that encompasses all computer hardware, software,
networks,  facilities  (embedded systems) and telephone  systems.  The plan also
includes  provisions  for  identifying  and  verifying  that major  vendors  and
business partners are Y2K compliant. The Company is developing contingency plans
to address the  possibility of both internal and external  failures as well. The
plan calls for full Y2K  compliance  for core  systems by June 30, 1999 and full
Y2K compliance for all Company systems by October 31, 1999.

The Company's plan  established  five phases for becoming Y2K ready.  Phase 1 is
"impact analysis" which includes initial inventory and preliminary assessment of
Y2K impact.  Phase 2 is  "solution  planning"  which  includes  system by system
planning to outline the approach and timing for reaching compliance.  Phase 3 is
"conversion/renovation" which means the actual process of replacing or repairing
non-ready  systems.  Phase 4 is  "testing"  to ensure that the systems  function
correctly under a variety of different date scenarios  including  current dates,
year 2000 and leap year dates. Phase 5 is  "implementation"  which means putting
Y2K ready systems back into production.

As of September 30, 1999, we believe that the Company is Y2K ready.

In addition  to  ensuring  that the  Company's  own  systems are Y2K ready,  the
Company has  identified  third  parties  with which the Company has  significant
business relationships in order to assess the potential impact on the Company of
the third  parties' Y2K issues and plans.  As of September 30, 1999, the Company
had  completed  most of this  assessment  process.  The  Company  will  continue
investigating  third party  readiness and will conduct system testing with third
parties  throughout  1999.  The Company  does not have  control over these third
parties and cannot  make any  representations  as to what  extent the  Company's
future operating  results may be adversely  affected by the failure of any third
party to address successfully its own Y2K issues.

On the basis of currently  available  information,  the expense  incurred by the
Company, including anticipated future expenses, related to the Y2K issue has not
and is not  expected to be  material to the  Company's  financial  condition  or
results of operations.  The Company has spent approximately $13.6 million on its
Y2K  project  through the end of  September  30, 1999 and expects to spend up to
approximately  $14.8  million on its Y2K  project.  All of these funds will come
from the Company's cash flow from  operations.  The Company has continued  other
scheduled non-Y2K information systems changes and upgrades. Although work on Y2K
issues may have resulted in minor delays on the other  projects,  the delays are
not expected to have a material  adverse  effect on the  Company's  consolidated
financial condition or results of operations.

The most  reasonably  likely  worst case Y2K  scenario is that the Company  will
experience  isolated  internal  or third  party  computer  failures  and will be
temporarily unable to process insurance and annuity benefit transactions. All of
the  Company's  Y2K efforts have been  designed to prevent  such an  occurrence.
However,  if the Company  identifies  internal  or third party Y2K issues  which
cannot be timely corrected, there can be no assurance that the Company can avoid
Y2K problems or that the cost of curing the problem will not be material.

In an effort to mitigate  risks  associated  with Y2K failures,  the Company has
developed contingency plans to address core functions,  including relations with
third  parties.  The  contingency  plans  address  possible  failures  generated
internally,  by  vendors  or  business  partners,  and  by  customers.   General
contingency plan approaches include manual processing,  payments on an estimated
basis and use of disaster recovery facilities.


<PAGE>



PART II  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)     Index to Exhibits

            Exhibit Number
                                             Title                     Page
            ----------------     -------------------------------   -------------
                  27             Financial Data Schedule                22

(b)     Reports on Form 8-K

No reports on Form 8-K have been filed during the third quarter of 1999.

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: November 12, 1999    BY: /s/     Glen R. Derback
                  Glen R. Derback, Vice President and Controller
                  (Duly authorized officer and chief accounting officer)





<PAGE>