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 March 31, 2000

OR

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

For the transaction period from                                         to

Commission file number                                                  333-1173

                                     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 March 31,  2000,  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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                                       20

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

                                                                                      Page

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

               Item 1   Financial Statements

                        Consolidated Statements of Income                             3

                        Consolidated Balance Sheets                                   4

                        Consolidated Statements of Cash Flows                         6

                        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                                              18

               Item 6   Exhibits and Reports on Form 8-K                               18

               Signatures                                                              18
</TABLE>



PART I   FINANCIAL INFORMATION

ITEM 1   FINANCIAL STATEMENTS

GWL&A FINANCIAL INC.

CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands)
--------------------------------------------------------------------------------
(Unaudited)
                                                              Three Months Ended
                                                                       March 31,

                                                          ----------------------
                                                            2000        1999
                                                          ----------  ----------
REVENUES:
  Premiums                                              $  352,735  $  317,754
  Fee income                                               211,634     154,036
  Net investment income                                    230,400     216,119
  Net realized gains (losses) on                             1,337      (6,043)
investments

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

                                                           796,106     681,866
                                                          ----------  ----------
BENEFITS AND EXPENSES:
  Life and other policy benefits                           281,371     240,389
  Increase in reserves                                      25,558      35,075
  Interest paid or credited to                             125,694     109,965
contractholders
  Provision for policyholders'
share of
    earnings on participating                                2,278       1,452
business

  Dividends to policyholders                                22,631      21,893
                                                          ----------  ----------

                                                           457,532     408,774
                                                          ----------  ----------
                                                          ----------  ----------

  Commissions                                               46,420      45,034
  Operating expenses                                       201,932     150,122
  Premium taxes                                              8,749       7,138
                                                          ----------  ----------

                                                           714,633     611,068
                                                          ----------  ----------

INCOME BEFORE INCOME TAXES                                  81,473      70,798

PROVISION FOR INCOME TAXES:
   Current                                                  12,613      15,854
   Deferred                                                 16,144       9,534
                                                          ----------  ----------

                                                            28,757      25,388
                                                          ----------  ----------

NET INCOME                                              $   52,716  $   45,410
                                                          ==========  ==========







See notes to consolidated financial statements.

GWL&A FINANCIAL INC.

CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
--------------------------------------------------------------------------------

                                                      March 31,      December
                                                                             31,

ASSETS                                                  2000           1999
------
                                                     ------------   ------------
                                                     (Unaudited)
INVESTMENTS:
  Fixed Maturities:
    Held-to-maturity, at amortized cost
       (fair value $2,201,573 and $2,238,581)      $  2,238,048   $  2,260,581
    Available-for-sale, at fair value
       (amortized cost $7,083,939 and $6,953,383)     6,863,926      6,727,922
  Mortgage loans on real estate, net                    941,175        974,645
  Common stock                                           91,690         69,240
  Real estate, net                                      110,369        103,731
  Policy loans                                        2,670,258      2,681,132
  Short-term investments, available-for-sale
       (cost approximates fair value)                   122,136        243,709
                                                     ------------   ------------

      Total Investments                              13,037,602     13,060,960

Cash                                                    330,142        258,312
Reinsurance receivable                                  180,846        173,322
Deferred policy acquisition costs                       267,445        282,295
Investment income due and accrued                       145,468        137,810
Other assets                                            376,317        308,450
Premiums in course of collection                        164,468        142,199
Deferred income taxes                                   240,145        253,323
Separate account assets                              13,403,470     12,476,256
                                                     ------------   ------------



TOTAL ASSETS                                       $ 28,145,903   $ 27,092,927
                                                     ============   ============


See notes to consolidated financial statements.                     (Continued)

GWL&A FINANCIAL INC.

CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
--------------------------------------------------------------------------------

                                                      March 31,      December
                                                                             31,

LIABILITIES AND STOCKHOLDER'S EQUITY                    2000           1999
------------------------------------
                                                     ------------   ------------
                                                     (Unaudited)
POLICY BENEFIT LIABILITIES:

    Policy reserves                                $ 11,604,570   $ 11,737,683
    Policy and contract claims                          588,135        391,968
    Policyholders' funds                                199,630        185,623
    Provision for policyholders' dividends               71,131         70,726

GENERAL LIABILITIES:

    Due to Parent Corporation                            25,084         35,985
    Repurchase agreements                                               80,579
    Commercial paper                                     99,207
    Other liabilities                                   657,624        638,495
    Undistributed earnings on
      participating business                            133,719        130,638
    Separate account liabilities                     13,403,470     12,476,256
                                                     ------------   ------------

      Total Liabilities                              26,782,570     25,747,953
                                                     ------------   ------------

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

STOCKHOLDER'S EQUITY:
    Preferred stock, $1 par value, 50,000,000
shares authorized;
       0 shares issued and outstanding
    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                          707,348        707,348
    Accumulated other comprehensive loss                (88,817)       (84,861)
    Retained earnings                                   569,552        547,237
                                                     ------------   ------------

      Total Stockholder's Equity                      1,188,333      1,169,974
                                                     ------------   ------------

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY         $ 28,145,903   $ 27,092,927
                                                     ============   ============
See notes to consolidated financial statements.

GWL&A FINANCIAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
--------------------------------------------------------------------------------
(Unaudited)
                                                              Three Months Ended
                                                                       March 31,

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

OPERATING ACTIVITIES:
    Net income                                       $    52,716   $    45,410
    Adjustments to reconcile net income to
      net cash provided by operating activities:
       Gain allocated to participating policyholders       2,278         1,452
       Amortization of investments                       (11,689)          820
       Realized losses (gains) on disposal of
investments

           and write-downs of mortgage loans and          (1,337)        6,043
real estate
       Amortization                                       10,472         8,065
       Deferred income taxes                              16,144         9,534
    Changes in assets and liabilities:
        Policy benefit liabilities                       300,973       392,918
        Reinsurance receivable                            (7,524)       12,924
        Accrued interest and other receivables           (29,927)         (309)
        Other, net                                       (57,115)      (86,024)
                                                       -----------   -----------
                 Net cash provided by operating          274,991       390,833
activities

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

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

                Maturities and redemptions               116,500       190,330
             Available-for-sale
                Sales                                    451,242     1,205,592
                Maturities and redemptions               232,994       204,750
        Mortgage loans                                    36,738        46,148
        Real estate                                        2,984
        Common stock                                       5,813         3,842
    Purchases of investments:
        Fixed maturities
             Held-to-maturity                            (91,902)     (104,092)
             Available-for-sale                         (688,190)    (1,380,685)
        Mortgage loans                                      (463)         (744)
        Real estate                                      (10,140)       (6,399)
        Common stock                                     (22,437)       (3,678)
                                                       -----------   -----------
                 Net cash provided by investing           33,139       155,064
activities

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



                                                                     (Continued)


GWL&A FINANCIAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
--------------------------------------------------------------------------------
(Unaudited)
                                                              Three Months Ended
                                                                       March 31,

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

FINANCING ACTIVITIES:
   Contract withdrawals, net of deposits              $  (213,626) $  (280,456)
   Net Parent Corporation borrowings (repayments)         (10,901)      (3,420)
   Dividends paid                                         (30,401)     (20,750)
   Net commercial paper borrowings (repayments)            99,207          (28)
   Net repurchase agreements borrowings (repayments)      (80,579)    (175,287)
                                                        -----------  -----------
              Net cash used in financing activities      (236,300)    (479,941)
                                                        -----------  -----------

NET INCREASE (DECREASE) IN CASH                            71,830       65,956

CASH, BEGINNING OF YEAR                                   258,312      176,369
                                                        -----------  -----------

CASH, END OF PERIOD                                   $   330,142  $   242,325
                                                        ===========  ===========

See notes to consolidated financial statements.                      (Concluded)


GWL&A FINANCIAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in Thousands)
------------------------------------------------------------------------------
(Unaudited)

1.    BASIS OF PRESENTATION

      The consolidated financial statements and related notes of GWL&A Financial
      Inc.  (the  Company)  have been  prepared  in  accordance  with  generally
      accepted accounting  principles  applicable to interim financial reporting
      and do not include  all of the  information  and  footnotes  required  for
      complete  financial  statements.  However,  in the opinion of  management,
      these statements include all normal recurring  adjustments necessary for a
      fair  presentation of the results.  These financial  statements  should be
      read in conjunction with the audited consolidated financial statements and
      the  accompanying  notes included in the Company's latest annual report on
      Form 10-K for the year ended December 31, 1999.

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

2.    NEW ACCOUNTING PRONOUNCEMENTS

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

3.    OTHER

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

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

      GWL&A 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.

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

      Operating Summary (Millions)              Three Months Ended March 31,
                                              ----------------------------------
                                                   2000              1999
                                              ---------------   ----------------
      Premiums                              $          353   $           318
      Fee income                                       212               154
      Net investment income                            230               216
      Realized investment gains (losses)                 1                (6)
                                              ----------------------------------
            Total revenues                             796               682

      Total benefits and expenses                      714               611
      Income tax expenses                               29                26
                                              ---------------   ----------------
            Net income                      $           53   $            45
                                              ===============   ================

      Deposits for investment type                     171               106
      contracts

      Deposits to separate accounts                    661               670
      Self-funded premium equivalents                1,188               718

                                                March 31,        December 31,
      Balance Sheet (Millions)                     2000              1999
                                              ---------------   ----------------

      Investment assets                     $       13,038   $        13,061
      Separate account assets                       13,403            12,476
      Total assets                                  28,145            27,093
      Total policy benefit liabilities              12,463            12,386
      Due to Parent Corporation                         25                36
      Guaranteed preferred beneficial
      interests in the
        Company's junior subordinated                  175               175
      debentures
      Total stockholder's equity                     1,188             1,170

      GENERAL

      The following  discussion addresses the financial condition of the Company
      as of March 31, 2000,  compared with December 31, 1999, and its results of
      operations  for the quarter  ended March 31, 2000,  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,  1999 to which the
      reader is directed for additional information.

      CONSOLIDATED RESULTS

      The Company's  consolidated net income increased $8 million or 18% for the
      first three  months of 2000 when  compared  to the first  three  months of
      1999.  The  increase  reflects an increase of $6 million in the  Financial
      Services  segment,  which  resulted  primarily  from  higher  fee  income,
      favorable  individual  life  insurance  mortality  and  realized  gains on
      investments.  The  Employee  Benefits  segment's  net income  increased $2
      million in 2000,  primarily due to favorable  morbidity  experience  which
      more than offset unfavorable mortality experience.

      Total revenues increased $114 million or 17% for the first three months of
      2000 when  compared  to the first  three  months  of 1999.  The  growth in
      revenues  for the first three  months of 2000 was  comprised  of increased
      premium  income of $35  million,  increased  fee  income  of $58  million,
      increased  net  investment  income of $14 million and  increased  realized
      gains on investments of $7 million.

      The increased  premium  income in 2000 was comprised of growth in Employee
      Benefits  premium  income of $37 million offset by a decrease in Financial
      Services  premium  income of $2 million.  The growth in Employee  Benefits
      primarily  reflects  premium  income  of  $43  million  derived  from  the
      acquisition of General American.

      The  growth  in fee  income is also  primarily  in the  Employee  Benefits
      segment, where fee income derived from the acquisition of General American
      was $31  million  during  the first  quarter  of 2000.  Additionally,  the
      increase in fee income  derived  from the  acquisition  of Alta Health and
      Life Insurance  Company  ("Alta") in June 1998  (formerly  known as Anthem
      Health & Life  Insurance  Company) was $9 million during the first quarter
      of 2000. The remaining  increase was the result of new sales and increased
      fees on variable funds related to growth in equity markets.

      The increase in net  investment  income was the result of higher  interest
      rates and a higher  earned rate.  The actual earned rate at March 31, 2000
      was 7.10% compared to 7.01% at March 31, 1999.

      Realized  investment gains increased from a realized investment loss of $6
      million in the first three months of 1999 to a realized investment gain of
      $1 million in 2000. The rise in interest rates resulted in losses on sales
      of fixed maturities totaling $2 million and $9 million for the first three
      months of 2000 and 1999,  respectively.  Decreases  in the  provision  for
      asset  losses of $2 million and $3 million were  recognized  for the first
      three months of 2000 and 1999, respectively.

      The  benefits  and  expenses  increased  $103 million or 17% for the first
      three months of 2000 when compared to the first three months of 1999.  The
      growth in benefits  and expenses  was  primarily in the Employee  Benefits
      segment,  which  increased  $89 million,  of which $72 million  related to
      benefits  and  expenses  generated  by  General  American.  The  Financial
      Services  segment  reflected  an increase in benefits  and expenses of $14
      million.

      Income tax expense  increased $3 million or 12% for the first three months
      of 2000 when  compared to the first  three  months of 1999.  The  increase
      reflects higher pre-tax earnings for the first three months of 2000.

      In evaluating  its results of  operations,  the Company also considers net
      changes in deposits received for  investment-type  contracts,  deposits to
      separate  accounts and self-funded  equivalents.  Self-funded  equivalents
      represent paid claims under minimum  premium and  administrative  services
      only contracts,  which amounts  approximate  the additional  premiums that
      would have been earned  under such  contracts  if they had been written as
      traditional indemnity or HMO programs.

      Deposits for  investment-type  contracts  increased $65 million or 61% for
      the first three months of 2000 when  compared to the first three months of
      1999. This increase is primarily  attributable  to the Financial  Services
      segment,  where the  Company has  experienced  growth in premium for fixed
      annuity  products due to higher interest  crediting rates being offered to
      customers and the volatility in the variable marketplace.

      Deposits  for separate  accounts  decreased $9 million or 1% for the first
      three months of 2000 when compared to the first three months of 1999.

      Self-funded  premium  equivalents  increased  $470  million or 65% for the
      first three  months of 2000 when  compared  to the first  three  months of
      1999. The increase was due to the  acquisition's of General American ($350
      million) and Alta ($42 million), with the remainder coming from the growth
      in business in the Employee Benefits segment.

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

      SEGMENT RESULTS

      Employee Benefits

      The  following  is a summary of  certain  financial  data of the  Employee
      Benefits segment:

      Operating Summary (Millions)              Three Months Ended March 31,
                                             -----------------------------------
                                                  2000               1999
                                             ----------------   ----------------
      Premiums                             $          302    $           265
      Fee income                                      183                134
      Net investment income                            23                 19
      Realized investment gains (losses)               (2)                (3)
                                             -----------------------------------
            Total revenues                            506                415

      Total benefits and expenses                     465                376
      Income tax expenses                              14                 14
                                             ----------------   ----------------
            Net income                     $           27    $            25
                                             ================   ================

      Deposits for investment type                     15                - -
      contracts

      Deposits to separate accounts                   464                494
      Self-funded premium equivalents               1,188                718


      Net income for Employee Benefits  increased $2 million or 8% for the first
      three months of 2000 when compared to the first three months of 1999.

      401(k)  premiums and  deposits  decreased 2% for the first three months of
      2000 (from $516  million to $505  million).  Assets  under  administration
      (including  third-party  administration)  in 401(k)  increased 4% over the
      first  three  months  of 1999.  The  number of  contributing  participants
      increased from 501,000 at December 31, 1999 to 514,000 at March 31, 2000.

      Premiums,  fee income and  equivalent  premiums  for group life and health
      increased 51% (from $1,094 million to $1,648 million) from the first three
      months of 1999 primarily due to the  acquisitions of General  American and
      Alta.

      Financial Services

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

      Operating Summary (Millions)              Three Months Ended March 31,
                                             -----------------------------------
                                                  2000               1999
                                             ----------------   ----------------
      Premiums                             $           51    $            53
      Fee income                                       29                 20
      Net investment income                           207                197
      Realized investment gains (losses)                3                 (3)
                                             -----------------------------------
            Total revenues                            290                267

      Total benefits and expenses                     249                235
      Income tax expenses                              15                 12
                                             ----------------   ----------------
            Net income                     $           26    $            20
                                             ================   ================

      Deposits for investment type                    156                106
      contracts

      Deposits to separate accounts                   197                176

      Net  income for  Financial  Services  increased  $6 million or 30% for the
      first three  months of 2000 when  compared  to the first  three  months of
      1999,  due  primarily  to higher fee  income,  favorable  individual  life
      mortality experience and realized gains on investments.

      Savings

      Savings premiums and deposits  increased $98 million (from $246 million to
      $344  million) or 40% for the first three months of 2000,  which  reflects
      growth in deposits to separate  accounts ($21 million)  growth in deposits
      to traditional fixed annuity products ($73 million).

      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 ("GICs"), increased 4% from December 31, 1999.

      New  contributions  to  variable  business  represented  45% of the  total
      deposits  received in the first three  months of 2000  compared to 64% for
      the first three months of 1999.

      Customer  participation  in  guaranteed  separate  accounts  decreased and
      assets under  management for guaranteed  separate  account funds were $647
      million at March 31, 2000 compared to $654 at December 31, 1999.

      Life Insurance

      Individual  life  insurance  revenue  premiums and deposits of $88 million
      decreased  $21  million or 20% from the same  period  last year,  which is
      primarily  due to a decrease in BOLI deposits of $26 million for the first
      three months of 2000.

      GENERAL ACCOUNT INVESTMENTS

      The  Company's  primary  investment  objective is to acquire  assets whose
      durations  and cash flows  reflect the  characteristics  of the  Company's
      liabilities,   while  meeting   industry,   size,  issuer  and  geographic
      diversification standards.  Formal liquidity and credit quality parameters
      have also been established.

      The Company follows rigorous  procedures to control interest rate risk and
      observes strict asset and liability matching guidelines.  These guidelines
      are  designed  to ensure  that even in  changing  market  conditions,  the
      Company's  assets will meet the cash flow and income  requirements  of its
      liabilities.  Through dynamic modeling, using state-of-the-art software to
      analyze  the  effects  of a wide range of  possible  market  changes  upon
      investments  and  policyholder  benefits,  the  Company  ensures  that its
      investment  portfolio is  appropriately  structured  to fulfill  financial
      obligations to its policyholders.

      Fixed Maturities

      Fixed maturity  investments  include public and privately placed corporate
      bonds, public and privately placed structured assets and government bonds.
      This  latter  category  contains  both  asset-backed  and  mortgage-backed
      securities,  including  collateralized  mortgage obligations ("CMOs"). The
      Company's  strategy related to structured assets is to focus on those with
      lower  volatility  and minimal credit risk. The Company does not invest in
      higher risk CMOs such as  interest-only  and  principal-only  strips,  and
      currently has no plans to invest in such securities.

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

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

      The distribution of the fixed maturity portfolio (both  available-for-sale
      and held-to-maturity) by credit rating is summarized as follows:

                                                March 31,        December 31,
                                                  2000               1999
                                             ----------------   ----------------

      AAA                                          50.1%             48.9%
      AA                                            9.4%              8.9%
      A                                            17.7%             19.6%
      BBB                                          22.1%             22.3%
      BB and Below (non-investment grade)           0.7%              0.3%
                                             ----------------   ----------------
                     TOTAL                        100.0%            100.0%

      During the first three months of 2000,  net  unrealized  gains (losses) on
      fixed  maturities  included  in  stockholders'  equity,  which  is  net of
      policyholder-related  amounts and deferred income taxes, decreased surplus
      by $4 million.

      LIQUIDITY AND CAPITAL RESOURCES

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

      Generally,  the Company has met its operating  requirements by maintaining
      appropriate  levels of liquidity  in its  investment  portfolio  utilizing
      positive  cash  flows  from  operations.  Liquidity  for the  Company  has
      remained  strong,  as  evidenced  by  significant  amounts  of  short-term
      investments  and cash,  which  totaled $453 million and $502 million as of
      March 31, 2000 and December 31, 1999, respectively.

      Funds provided from premiums and fees, investment income and maturities of
      investment assets are reasonably predictable and normally exceed liquidity
      requirements for payment of claims, benefits and expenses.  However, since
      the  timing of  available  funds  cannot  always be matched  precisely  to
      commitments,  imbalances  may arise when demands for funds exceed those on
      hand. Also, a demand for funds may arise as a result of the Company taking
      advantage  of current  investment  opportunities.  The  Company's  capital
      resources represent funds available for long-term business commitments and
      primarily  consist of retained  earnings and proceeds from the issuance of
      commercial  paper  and  equity   securities.   Capital  resources  provide
      protection  for  policyholders  and the financial  strength to support the
      underwriting of insurance risks, and allow for continued  business growth.
      The amount of capital  resources  that may be needed is  determined by the
      Company's  senior  management  and  Board  of  Directors,  as  well  as by
      regulatory  requirements.  The  allocation  of resources to new  long-term
      business commitments is designed to achieve an attractive return, tempered
      by considerations  of risk and the need to support the Company's  existing
      business.

      The Company's  financial strength provides the capacity and flexibility to
      enable it to raise funds in the capital  markets  through the  issuance of
      commercial  paper.  The Company  continues  to be well  capitalized,  with
      sufficient  borrowing  capacity  to  meet  the  anticipated  needs  of its
      business.  The Company had $99 million of commercial paper  outstanding at
      March 31, 2000. There was no commercial paper  outstanding at December 31,
      1999. The  commercial  paper has been given a rating of A-1+ by Standard &
      Poor's Corporation and a rating of P-1 by Moody's Investors Service,  each
      being the highest rating available.


PART II  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)     Index to Exhibits

        Exhibit Number      Title                            Page
        ----------------    ----------------------------     -------------

        27                  Financial Data Schedule          19

(b)     Reports on Form 8-K

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

SIGNATURES

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

                             GWL&A FINANCIAL INC.



DATE: May 15, 2000    BY: /s/     Glen R. Derback
      ------------           --------------------
                           Glen R. Derback, Vice President and Controller
                         (Duly authorized officer and chief accounting officer)