UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)

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

For the quarterly period ended           September 30, 2003
                                ------------------------------------------------

OR

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

For the transaction period from                      To
                                 ------------------        ---------------------

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

                              GWL&A FINANCIAL INC.

--------------------------------------------------------------------------------
                     (Exact name of registrant as specified in its charter)
--------------------------------------------------------------------------------

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


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

                                 (303) 737-4128

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


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

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

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

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

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

As of November 3, 2003, 50,025 shares of the registrant's common stock were
outstanding, all of which were owned by the registrant's parent company.


<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

Part I     FINANCIAL INFORMATION                                                          Page
                                                                                        ---------
<S>                                                                                       <C>
           Item 1  Financial Statements                                                    3

                   Consolidated Statements of Income                                       3

                   Consolidated Balance Sheets                                             4

                   Consolidated Statements of Cash Flows                                   6

                   Consolidated Statements of Stockholder's Equity                         8

                   Notes to Consolidated Financial Statements                              9

           Item 2  Management's Discussion and Analysis of Financial Condition and
                   Results of Operations                                                   13

           Item 3  Quantitative and Qualitative Disclosures About Market Risk              20

           Item 4  Controls and Procedures                                                 21

Part II    OTHER INFORMATION

           Item 1  Legal Proceedings                                                       21

           Item 6  Exhibits and Reports on Form 8-K                                        21

           Signature                                                                       21
</TABLE>

                                        2


PART I   FINANCIAL INFORMATION

ITEM 1   FINANCIAL STATEMENTS

GWL&A FINANCIAL INC.

CONSOLIDATED STATEMENTS OF INCOME
[Dollars in Thousands]
<TABLE>
<CAPTION>
==============================================================================================
[Unaudited]
                                          Three Months Ended              Nine Months Ended
                                             September 30,                  September 30,
                                      ---------------------------- - ----------------------------
REVENUES:                                2003            2002            2003           2002
                                      ------------    ------------   -------------   ------------
<S>                                    <C>               <C>          <C>             <C>
 Premium (net of premiums
  ceded totaling $269,710,
  $20,947, $313,950 and $62,842)    $  1,477,971   $     292,155   $  1,985,567    $    841,164
 Fee income                              208,288         216,968        630,763         676,976
 Net investment income                   222,248         231,368        642,996         693,873
 Net realized gains (losses) on
  investments                             (9,149)         18,077         41,701          25,985
                                      ------------    ------------   -------------   ------------

                                       1,899,358         758,568      3,301,027       2,237,998
                                      ------------    ------------   -------------   ------------
BENEFITS AND EXPENSES:

 Life and other policy benefits
  (net of reinsurance recoveries
  totaling $274,402, $12,744,
  $296,812, and $38,231)                 (62,982)        264,790        313,699         715,974
 Increase in reserves                  1,478,038          38,540      1,532,207          63,767
 Interest paid or credited to
  contractholders                        100,338         119,363        344,929         370,392
 Provision for policyholders'
  share of earnings (loss)
  on participating business               (2,637)           (710)         3,009             212
 Dividends to policyholders               29,942          16,861         70,471          57,151
                                      ------------    ------------   -------------   ------------
                                       1,542,699         438,844      2,264,315       1,207,496
                                      ------------    ------------   -------------   ------------

 Commissions                              43,635          40,979        123,742         139,518
 Operating expenses                      187,091         171,480        522,396         542,550
 Premium taxes                             8,990           7,883         24,206          23,231
                                      ------------    ------------   -------------   ------------

                                       1,782,415         659,186      2,934,659       1,912,795
                                      ------------    ------------   -------------   ------------
INCOME BEFORE INCOME
 TAXES                                   116,943          99,382        366,368         325,203

PROVISION FOR INCOME
 TAXES:

  Current                                 59,017          68,128        120,371         112,293
  Deferred                               (20,306)        (35,368)         2,475          (6,776)
                                      ------------    ------------   -------------   ------------
                                          38,711          32,760        122,846         105,517
                                      ------------    ------------   -------------   ------------

NET INCOME                          $     78,232   $      66,622   $    243,522    $    219,686
                                      ============    ============   =============   ============

See notes to consolidated financial statements.
</TABLE>

                                        3


GWL&A FINANCIAL INC.

CONSOLIDATED BALANCE SHEETS
[Dollars in Thousands]
<TABLE>
<CAPTION>
==============================================================================================
                                                            September 30,        December 31,
ASSETS                                                           2003                2002
------                                                     -----------------    --------------
                                                             [unaudited]

INVESTMENTS:
<S>                                                           <C>                  <C>
 Fixed Maturities available-for-sale, at fair value
  (amortized cost $11,099,531 and $9,910,662)           $     11,564,116     $     10,371,152
 Mortgage loans on real estate (net of allowances
  of $47,461 and $55,654)                                        781,834              417,412
 Common stock, at fair value (cost $73,886, and
  $102,862)                                                       86,668               90,188
 Real estate, net                                                  1,707                3,735
 Policy loans                                                  3,254,247            2,964,030
 Short-term investments, available-for-sale
  (amortized cost $1,193,074 and $710,085)                     1,193,074              710,297
                                                           -----------------    ----------------

   Total investments                                          16,881,646           14,556,814

 Cash                                                            181,341              154,631
 Reinsurance receivable                                        1,528,870              241,153
 Deferred policy acquisition costs                               270,122              267,846
 Reinsurance deferred policy acquisition costs                   330,100
 Investment income due and accrued                               132,212              133,166
 Amounts receivable related to uninsured accident
  and health plan claims (net of allowances
  of $41,386 and $42,144)                                        115,720               86,228
 Other assets                                                  1,015,965              754,869
 Premiums in course of collection (net of allowances
  of $10,275 and $12,011)                                         76,780               54,494
 Deferred income taxes                                            63,554               71,206
 Separate account assets                                      12,004,271           11,338,376
                                                           -----------------    ----------------



TOTAL ASSETS                                            $     32,600,581     $     27,658,783
                                                           =================    ================

                                                                                  (continued)

                                        4


GWL&A FINANCIAL INC.

CONSOLIDATED BALANCE SHEETS
[Dollars in Thousands]
==============================================================================================
[unaudited]
                                                            September 30,        December 31,
LIABILITIES AND STOCKHOLDER'S EQUITY                             2003                2002
------------------------------------
                                                           -----------------    ----------------
                                                             [unaudited]
POLICY BENEFIT LIABILITIES:

  Policy reserves                                       $     15,593,285     $     12,251,214
  Policy and contract claims                                     418,807              378,995
  Policyholders' funds                                           352,765              299,730
  Provision for policyholders' dividends                          89,291               76,983
  Undistributed earnings on participating business               177,829              170,456
GENERAL LIABILITIES:

  Due to GWL                                                      25,419               33,766
  Repurchase agreements                                          649,062              323,200
  Commercial paper                                                99,623               96,645
  Guaranteed preferred beneficial interests in the
     company's junior subordinated debentures                    175,000              175,000
  Other liabilities                                            1,153,258              849,370
  Separate account liabilities                                12,004,270           11,338,376
                                                           -----------------    ----------------

    Total liabilities                                         30,738,609           25,993,735
                                                           -----------------    ----------------

STOCKHOLDER'S EQUITY:

  Preferred stock, $1 par value, 50,000,000 shares
    authorized; 0 shares issued and outstanding
  Common stock, $0 par value; 500,000 shares
    authorized; 50,025 shares issued and outstanding                 250                  250
  Additional paid-in capital                                     729,344              726,741
  Accumulated other comprehensive income                         156,080              150,616
  Retained earnings                                              976,298              787,441
                                                           -----------------    ----------------

    Total stockholder's equity                                 1,861,972            1,665,048
                                                           -----------------    ----------------





TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY              $     32,600,581     $     27,658,783
                                                           =================    ================

See notes to consolidated financial statements.                                   (Concluded)


                                        5

GWL&A FINANCIAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
[Dollars in Thousands]
==============================================================================================
[Unaudited]
                                                                    Nine Months Ended
                                                                      September 30,
                                                           -------------------------------------
OPERATING ACTIVITIES:                                            2003                2002
                                                           -----------------    ----------------

 Net income                                             $        243,522     $        219,686
 Adjustments to reconcile net income to net cash
  provided by operating activities:
   Gain allocated to participating policyholders                   3,009                  212
   Amortization of investments                                   (48,005)             (55,937)
   Realized gains on disposal of investments
    and write-downs of mortgage loans and real estate            (41,701)             (25,985)
   Amortization                                                   25,039               26,229
   Deferred income taxes                                           2,475               (6,776)
 Changes in assets and liabilities:
   Policy benefit liabilities                                    786,064              530,745
   Reinsurance receivable                                         32,890              (32,863)
   Accrued interest and other receivables                        (12,078)              24,971
   Other, net                                                     13,914             (187,197)
                                                           -----------------    ----------------

   Net cash provided by operating activities                   1,005,129              493,085
                                                           -----------------    ----------------

INVESTING ACTIVITIES:

 Proceeds from sales, maturities, and redemptions of investments:

   Fixed maturities available-for-sale
    Sales                                                      7,674,598            4,301,335
    Maturities and redemptions                                 2,361,996            1,038,940
   Mortgage loans                                                 96,360              157,956
   Real estate                                                     3,000                1,800
   Common stock                                                   34,687                7,960
 Purchases of investments:

  Fixed maturities held-to-maturity                          (10,987,495)          (5,283,540)
  Real estate                                                       (522)              (2,648)
  Common stock                                                    (8,617)                (828)
 Other, net                                                        8,480             (200,369)
                                                           -----------------    ----------------

   Net cash (used in) provided by investing activities          (817,513)              20,606
                                                           -----------------    ----------------




                                                                                  (continued)

                                        6


GWL&A FINANCIAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
[Dollars in Thousands]
==============================================================================================
[Unaudited]
                                                                    Nine Months Ended

                                                                      September 30,

                                                           -------------------------------------
FINANCING ACTIVITIES:                                            2003                2002
                                                           -----------------    ----------------

 Contract withdrawals, net of deposits                  $       (426,734)    $       (492,063)
 Net GWL repayments                                               (8,347)              (4,320)
 Dividends paid                                                  (54,665)            (138,323)
 Commercial paper borrowings (repayments), net                     2,978                 (454)
 Repurchase agreements borrowings, net                           325,862               30,174
                                                           -----------------    ----------------

   Net cash used in financing activities                        (160,906)            (604,986)
                                                           -----------------    ----------------

NET INCREASE IN CASH                                              26,710              (91,295)

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

CASH, END OF PERIOD                                     $        181,341     $        124,914
                                                           =================    ================



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


                                        7

GWL&A FINANCIAL INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 [Dollars in Thousands]
<TABLE>
<CAPTION>
==============================================================================================
[Unaudited]
                                                                                                   Accumulated Other
                                                                                              Comprehensive Income (Loss)
                                                                                             ----------------------------
                                                                                            Unrealized      Minimum
                                                                               Additional     Gains         Pension
                                Preferred Stock            Common Stock         Paid-in    (Losses) on     Liability      Retained
                              Shares       Amount      Shares       Amount      Capital     Securities     Adjustment     Earnings
                              --------   --------     --------     --------    ----------  -------------  -------------   ----------

<S>                             <C>          <C>        <C>        <C>          <C>           <C>            <C>            <C>
BALANCES, JANUARY 1, 2003          0   $       0        50,025  $      250   $  726,741  $    163,500   $    (12,884)  $  787,441

  Net income                                                                                                              243,522
  Other comprehensive income
       Change in unrealized                                                                     5,464
gains

Total comprehensive income

Dividends                                                                                                                 (54,665)
Income tax benefit on stock
  compensation                                                                    2,603
                             ----------   ---------   ----------   ----------  ----------  -------------  -------------   ----------
BALANCES, SEPTEMBER 30, 2003       0   $       0        50,025  $      250   $  729,344  $    168,964   $    (12,884)  $  976,298
                             ==========   =========   ==========   ==========  ==========  =============  =============   ==========


See notes to consolidated financial statements.


                                Total
                              ----------

BALANCES, JANUARY 1, 2003    $1,665,048

  Net income                    243,522
  Other comprehensive income
       Change in unrealized       5,464
gains
Total comprehensive income      248,986
Dividends                       (54,665)
Income tax benefit on stock
  compensation                    2,603

BALANCES, SEPTEMBER 30, 2003 $1,861,972
                             ==========

See notes to consolidated financial statements.
</TABLE>


                                        8


GWL&A FINANCIAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[Amounts in Thousands]
================================================================================
[Unaudited]

1.      BASIS OF PRESENTATION

        The consolidated financial statements and related notes of GWL&A
        Financial Inc. (the Company) have been prepared in accordance with
        accounting principles generally accepted in the United States of America
        applicable to interim financial reporting and do not include all of the
        information and footnotes required for complete financial statements.
        However, in the opinion of management, these statements include all
        normal recurring adjustments necessary for a fair presentation of the
        results. These financial statements should be read in conjunction with
        the audited consolidated financial statements and the accompanying notes
        included in the Company's latest annual report on Form 10-K for the year
        ended December 31, 2002.

        Operating results for the nine months ended September 30, 2003 are not
        necessarily indicative of the results that may be expected for the full
        year ending December 31, 2003.

        At September 30, 2003, the Company has a stock option plan that provides
        for the granting of options on common shares of Great-West Lifeco Inc.
        (Lifeco), of which the Company is an indirect wholly-owned subsidiary,
        to certain officers and employees of Lifeco and its subsidiaries,
        including the Company. The Company accounts for the plan under
        recognition and measurement principles of APB Opinion No. 25 "Accounting
        for Stock Issued to Employees," and related interpretations. No
        stock-based employee compensation cost is reflected in net income, as
        all options granted under this plan had an exercise price equal to the
        market value of the underlying common stock on the date of grant. The
        following table illustrates the effect on net income if the Company had
        applied the fair value recognition provisions of FASB Statement No. 123,
        "Accounting for Stock-Based Compensation" to stock-based employee
        compensation.
<TABLE>
<CAPTION>
                                           For the three months         For the nine months
                                                  ended                        ended
            Proforma Disclosures              September 30,                September 30,
                                         -------------------------    -------------------------
                [Thousands]                 2003          2002          2003          2002
        -----------------------------    -----------   -----------    ----------    ----------
<S>                                   <C>            <C>           <C>           <C>
         Net income as reported       $      78,232  $     66,622  $     243,522 $     219,686
         Less compensation for fair
         value of stock options, net of
          related tax effects                   818           604          2,219         1,752
                                         -----------   -----------    ----------    ----------
                                         -----------   -----------    ----------    ----------
         Proforma net income          $      77,414  $     66,018  $     241,303 $     217,934
                                         ===========   ===========    ==========    ==========
</TABLE>


2.      NEW ACCOUNTING PRONOUNCEMENTS

        In April 2002, the FASB issued  Statement No. 145  "Rescission of FASB
        No. 4, 44 and 64,  Amendment of FASB  Statement  No. 13, and Technical
        Corrections"  (SFAS No. 145).  FASB No. 4 required all gains or losses
        from  extinguishment  of debt to be classified as extraordinary  items
        net of income taxes.  SFAS No. 145 requires that gains and losses from
        extinguishment  of debt be evaluated under the provision of Accounting
        Principles  Board Opinion No. 30, and be classified as ordinary  items
        unless they are unusual or  infrequent  or meet the specific  criteria
        for  treatment  as an  extraordinary  item.  SFAS No. 145 was  adopted
        January 1, 2003 without a material  impact on the Company's  financial
        position or results of operations.


                                       9


        In July 2002, the FASB issued Statement No. 146 "Accounting for Costs
        Associated With Exit or Disposal Activities" (SFAS No. 146). This
        statement addresses financial accounting and reporting for costs
        associated with exit or disposal activities and nullifies EITF Issue No.
        94-3, "Liability Recognition for Certain Employee Termination Benefits
        and Other Costs to Exit an Activity (including Certain Costs Incurred in
        a Restructuring)." This statement requires recognition of a liability
        for a cost associated with an exit or disposal activity when the
        liability is incurred, as opposed to when the entity commits to an exit
        plan under EITF 94-3. SFAS No. 146 is to be applied prospectively to
        exit or disposal activities initiated after December 31, 2002. The
        adoption of this statement did not have a material impact on the
        Company's financial position or results of operations.

        In November 2002, the FASB issued Interpretation No. 45 (FIN 45),
        "Guarantor's Accounting and Disclosure Requirements for Guarantees,
        Including Indirect Guarantees of Indebtedness of Others" to clarify
        accounting and disclosure requirements relating to a guarantor's
        issuance of certain types of guarantees. FIN 45 requires entities to
        disclose additional information about certain guarantees, or groups of
        similar guarantees, even if the likelihood of the guarantor's having to
        make any payments under the guarantee is remote. The disclosure
        provisions are effective for financial statements for fiscal years ended
        after December 15, 2002. For certain guarantees, the interpretation also
        requires that guarantors recognize a liability equal to the fair value
        of the guarantee upon its issuance. This initial recognition and
        measurement provision is to be applied only on a prospective basis to
        guarantees issued or modified after December 31, 2002. In the normal
        course, the Company may enter into agreements which may contain features
        which meet the FIN 45 definition of a guarantee, and while the maximum
        guarantee cannot always be determined, given the nature of the future
        events which may or may not occur, any such arrangements that were
        material have been previously disclosed by the Company.

        In January 2003, FASB issued Interpretation No. 46 (FIN 46),
        "Consolidation of Variable Interest Entities", an interpretation of
        Accounting Research Bulletin (ARB) No. 51. This Interpretation addresses
        consolidation by business enterprises of variable interest entities
        (VIE), which have one or both of the following characteristics: a)
        insufficient equity investment at risk, or b) insufficient control by
        equity investors. This guidance is effective for VIEs created after
        January 31, 2003, and based on a recent amendment of FIN 46 for existing
        VIEs as of January 1, 2004. An entity with variable interests in VIEs
        created before February 1, 2003, shall apply the guidance no later than
        the beginning of the first interim or annual reporting period beginning
        after December 15, 2003. In conjunction with the issuance of this
        guidance, the Company conducted a review of its involvement with VIEs
        and does not have any investments or ownership in VIEs.

        In April 2003, the FASB issued Statement No. 149 "Amendment of Statement
        133 on Derivative Instruments and Hedging Activities" (SFAS No. 149).
        SFAS No. 149 amends and clarifies accounting for derivative instruments,
        including certain derivative instruments embedded in other contracts,
        and for hedging activities. Except for certain implementation guidance
        that is incorporated in SFAS No. 149 and already effective, SFAS No. 149
        is effective for contracts entered into or modified after June 30, 2003.
        The Company does not expect SFAS No. 149 to have a significant impact on
        the Company's financial position or results of operation.

        In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
        Financial Instruments with characteristics of both Liabilities and
        Equity" (SFAS 150). SFAS 150 establishes standards for how an issuer
        classifies and measures certain financial instruments with
        characteristics of both liabilities and equity. It requires that an
        issuer classify a financial instrument that is within its scope as a
        liability (or an asset in some circumstances), many of which were
        previously classified as equity. The provisions of SFAS 150 are
        effective for financial instruments entered into or modified after May
        31, 2003 and with one exception, is effective at the beginning of the
        first interim period beginning after June 15, 2003. As a result of the
        adoption of SFAS 150 the Guaranteed Preferred Beneficial Interests in
        the Company's Junior Subordinate Debentures are reported as a liability
        effective July 1, 2003.

                                       10


3. GUARANTEED PREFERRED BENEFICIAL INTERESTS IN THE COMPANY'S JUNIOR
SUBORDINATED

        DEBENTURES

        On May 4, 1999, Great-West Life & Annuity Insurance Capital I (the
        Trust), the Company's wholly-owned subsidiary trust created under the
        laws of the State of Delaware, issued $175,000 of Subordinated Capital
        Income Securities. The sole assets of the Trust are the $180,412
        aggregate principal amount of the Company's 7.25% Junior Subordinated
        Debentures due June 30, 2048. The obligations of the Trust related to
        its Junior Subordinated Debentures are fully and unconditionally
        guaranteed by the Company.

4.      RELATED-PARTY TRANSACTIONS

        On July 10, 2003, Lifeco completed its acquisition of Canada Life
        Financial Corporation (Canada Life). Canada Life is a Canadian based
        holding company that is the owner of insurance companies with business
        principally in Canada, the United Kingdom, the United States and
        Ireland. In the United States, Canada Life's subsidiary insurance
        companies sell individual and group insurance and annuity products.
        Canada Life's U.S. operations represented approximately $1.6 billion in
        annual revenue in 2002 and $7.4 billion in assets as of December 31,
        2002 based on accounting principles generally accepted in Canada.

        Canada Life's U.S. operations are being integrated with the Company's
        operations. As of July 10, 2003, the Company provides, with respect to
        Canada Life's U.S. operations, certain corporate services and
        operational administrative services for their individual life and
        annuity business.

        On August 31, 2003, the Company and The Canada Life Assurance Company
        (CLAC), a wholly owned subsidiary of Canada Life, entered into an
        Indemnity Reinsurance Agreement pursuant to which the Company reinsured
        80% (45% coinsurance and 35% modified coinsurance) of certain United
        States life, health and annuity business. The Company recorded $1,427
        million in premium income and increase in reserves associated with these
        policies. The Company recorded, at fair value, the following at August
        31, 2003 as a result of this transaction:
<TABLE>
<CAPTION>
        Assets ($000)                                    Liabilities and Stockholder's Equity ($000)
        -----------------------------------------------  ----------------------------------------------
<S>                                       <C>                                            <C>
        Bonds                         $       635,061    Policy reserves             $    2,947,233
        Mortgages                             451,725    Policy and contract claims          45,229
        Policy loans                          278,152    Policyholders' funds                65,958
        Reinsurance receivable              1,320,636
        Investment income
         due and accrued                       17,280
        Premium receivable                     21,466
        Reinsurance deferred policy
          acquisition costs                   334,100
                                         --------------                                 ---------------

                                      $     3,058,420                                $    3,058,420
                                         ==============                                 ===============
</TABLE>


                                       11

5.      REINSURANCE

        The Great-West Healthcare division of the Company entered into a
        reinsurance agreement during the third quarter of 2003 with Allianz Risk
        Transfer (Bermuda) Limited (Allianz) to cede 90% of direct written group
        health stop-loss and excess loss activity. This Allianz agreement was
        retroactive to January 1, 2003. The net cost of the Allianz agreement
        was charged to the Financial Services division. The Company recorded the
        following items in the statement of income in the third quarter of 2003
        as a result of this transaction:

        Allianz ($000)
        ------------------------------------

        Premium income                       $    (266,760)
        Benefits                                  (266,760)
        Commissions                                    272
                                                -------------
        Net income before tax                $        (272)
                                                =============

6.      OTHER

        On July 21, 2003 the Company announced a new brand name, Great-West
        Healthcare, which refers to all employee benefit products and services
        offered by the Employee Benefits division of the Company and the
        following subsidiaries: Alta Health & Life Insurance Company, First
        Great-West Life & Annuity Insurance Company, and the One Health Plan HMO
        companies. The new name is intended to eliminate potential market
        confusion over different carriers and networks.

        On September 1, 2003 the Company announced a new name for use in
        connection with the defined contribution products and services of the
        Company's Financial Services division. The new brand name, Great-West
        Retirement Services, is intended to bring together multiple products and
        services under one brand name and to capitalize on the brand recognition
        of the Company's name.

        The Company is involved in various legal proceedings that arise in the
        ordinary course of its business. In the opinion of management, after
        consultation with counsel, the resolution of these proceedings should
        not have a material adverse effect on its financial position or results
        of operations.

        Certain reclassifications have been made to the 2002 financial
        statements to conform to the 2003 presentation. These changes in
        classification had no effect on previously reported stockholder's equity
        or net income.

                                       12


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

                                          Three Months Ended             Nine Months Ended

            Operating Summary               September 30,                  September 30,
                                       -------------------------    -----------------------------
                [Millions]                2003          2002             2003              2002
        ---------------------------    -----------    ----------    ---------------     ------------
<S>                                 <C>            <C>           <C>                <C>
        Premium income              $     1,478    $       292   $      1,985       $           841
        Fee income                          208            217            631                   677
        Net investment income               222            232            643                   694
        Realized investment
         gains(losses)                       (9)            18             42                    26
                                       -----------    ----------    ---------------     ------------
        Total revenues                    1,899            759          3,301                 2,238

        Total benefits and                1,783            659          2,934                 1,913
        expenses
        Income tax expenses                  38             33            123                   105
                                       -----------    ----------    ---------------     ------------

        Net income                  $        78    $        67   $        244       $           220
                                       ===========    ==========    ===============     ============
        Deposits for investment-
        type

         contracts                  $       144    $       201   $        413       $           513
        Deposits to separate                483            521          1,533                 1,909
        accounts
        Self-funded premium
          equivalents                     1,157          1,305          3,559                 3,947


                            Balance Sheet                         September 30,      December 31,
                              [Millions]                               2003              2002
        -------------------------------------------------------   ---------------   ---------------

        Investment assets                                       $     16,882    $       14,557
        Separate account assets                                       12,004            11,338
        Total assets                                                  32,601            27,659
        Total policy benefit liabilities                              16,632            13,177
        Due to GWL                                                        25                34
        Guaranteed preferred beneficial
          interests in the Company's junior
          subordinated debentures                                        175               175
        Total stockholder's equity                                     1,862             1,665
</TABLE>

        GENERAL

        This Form 10-Q contains forward-looking statements. Forward-looking
        statements are statements not based on historical information and that
        relate to future operations, strategies, financial results, or other
        developments. In particular, statements using verbs such as "expect",
        "anticipate", "believe", or words of similar import generally involve
        forward-looking statements. Without limiting the foregoing,
        forward-looking statements include statements which represent the
        Company's beliefs concerning future or projected levels of sales of the
        Company's products, investment spreads or yields, or the earnings or
        profitability of the Company's activities. Forward-looking statements
        are necessarily based upon estimates and assumptions that are inherently
        subject to significant business, economic, and competitive uncertainties
        and contingencies, many of which are beyond the Company's control and
        many of which, with respect to future business decisions, are subject to
        change. These uncertainties and contingencies can affect actual results
        and could cause actual results to differ materially from those expressed
        in any forward-looking statements made by, or on behalf of, the Company.
        Whether or not actual results differ materially from forward-looking
        statements may depend on numerous foreseeable and unforeseeable events
        or developments, some of which may be national in scope, such as general
        economic conditions and interest rates, some of which may be related to
        the insurance industry generally, such as pricing competition,
        regulatory developments, and industry consolidation, and others of which
        may relate to the Company specifically, such as credit, volatility, and
        other risks associated with the Company's investment portfolio, and
        other factors. Readers are also directed to consider other risks and
        uncertainties discussed in documents filed by the Company and certain of
        its subsidiaries with the Securities and Exchange Commission.


                                       13

        The following discussion addresses the financial condition of the
        Company as of September 30, 2003, compared with December 31, 2002, and
        its results of operations for the quarter and nine months ended
        September 30, 2003, compared with the same periods in 2002. The
        discussion should be read in conjunction with the Management's
        Discussion and Analysis section included in the Company's report on Form
        10-K for the year ended December 31, 2002 to which the reader is
        directed for additional information.

        CONSOLIDATED RESULTS

        The Company's consolidated net income increased $11 million or 16% for
        the third quarter of 2003 when compared to the same period of 2002. The
        net income increase reflects a $3 million increase as a result of the
        reinsurance activity entered into with CLAC (see the Related Party
        note), a $15 million increase in the Great-West Healthcare segment
        excluding the impact of the CLAC reinsurance activity, offset by a $7
        million decrease in the Financial Services segment excluding the impact
        of the CLAC reinsurance activity.

        The Company's consolidated net income increased $24 million or 11% for
        the first nine months of 2003 when compared to the same period of 2002.
        The net income increase reflects a $3 million increase as a result of
        the CLAC reinsurance activity, a $28 million increase in the Great-West
        Healthcare segment excluding the CLAC reinsurance activity and a $7
        million decrease in the Financial Services segment excluding the impact
        of the CLAC reinsurance activity.

        Total revenues decreased $380 million or 50% and $457 million or 20% for
        the third quarter and first nine months of 2003, excluding the impact of
        the CLAC reinsurance activity, when compared to the same periods of
        2002. The decreases were primarily due to a $283 million or 56% decrease
        and a $362 million or 24% decrease in premium and fee income in the
        third quarter and first nine months of 2003 when compared to the same
        periods of 2002. Excluding $267 million of ceded premiums to Allianz
        (see Reinsurance note), the decreases are mainly in the Great-West
        Healthcare segment primarily reflecting lower membership levels mainly
        associated with contract terminations resulting from pricing actions
        taken during 2002 and 2003.

        The decreases in net investment income for the third quarter and the
        first nine months of 2003 when compared to the same periods in 2002 were
        primarily the result of the decreasing interest rates. The actual earned
        rate at September 30, 2003 was 6.03% compared to 6.35% at June 30, 2003;
        6.87% at September 30, 2002 and 6.87% at June 30, 2002.

        Realized investment gains decreased $27 million and increased $16
        million for the third quarter and the first nine months of 2003 when
        compared to the same periods in 2002. The $27 million decrease was
        primarily due to the gain on sale of temporary investments in 2002
        during a period of falling interest rates and the loss on sale of
        temporary investments in 2003 during a period of rising interest rates.
        The $16 million increase was primarily due to the gain on the sale of
        temporary investments during a declining interest rate environment
        earlier in the year as well as ongoing portfolio trading.

        Benefits and expenses decreased $390 million or 59% and $493 million or
        26% for the third quarter and the first nine months of 2003, excluding
        the impact of the CLAC reinsurance activity, when compared to the same
        periods of 2002. The decrease in benefits and expenses was primarily due
        to the reinsurance agreement with Allianz as well as lower operating
        expenses resulting from a reduction in staff in the Great-West
        Healthcare division.

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

        Deposits received for investment-type contracts decreased $57 million or
        28% and $100 million or 19% for the third quarter and the first nine
        months of 2003 when compared to the same periods of 2002. The decreases
        were due to the net decrease in participant accounts in the retirement
        products area in 2003.

                                       14

        Deposits for separate accounts decreased $38 million or 7% and $376
        million or 20% for the third quarter and the first nine months of 2003
        when compared to the same periods of 2002. The third quarter decrease
        was due to lower 401(k) premium deposits associated with a decrease in
        participant accounts and fewer individual insurance Business Owned Life
        Insurance (BOLI) sales. The decrease for the first nine months of 2003
        when compared to the same period last year was due primarily to
        decreased sales of the BOLI product that have been negligible in 2003
        and the net decrease in contributions in the Group Retirement Services
        market.

        Self-funded premium equivalents decreased $148 million or 11% and $388
        million or 10% for the third quarter and the first nine months of 2003
        when compared to the same periods of 2002. The decreases were due to
        improved morbidity as well as the decrease in membership.

        SEGMENT RESULTS

        Great-West Healthcare

        The following is a summary of certain financial data of the Great-West
        Healthcare segment:
<TABLE>
<CAPTION>
                                            Three Months Ended           Nine Months Ended
             Operating Summary                September 30,                September 30,
                                         -------------------------    -------------------------
                 [Millions]                 2003          2002           2003          2002
        -----------------------------    -----------    ----------    -----------    ----------
<S>                                   <C>            <C>           <C>            <C>
        Premium income                $         (8)  $        257  $        418   $        722
        Fee income                             149            162           460            508
        Net investment income                   17             18            48             52
        Realized investment gains                1              5            11              6
                                         -----------    ----------    -----------    ----------
        Total revenues                         159            442           937          1,288

        Total benefits and expenses             92            402           731          1,131
        Income tax expenses                     24             14            71             52
                                         -----------    ----------    -----------    ----------
        Net income                    $         43   $         26  $        135   $        105
                                         ===========    ==========    ===========    ==========
        Self-funded premium           $      1,157   $      1,305  $      3,559   $      3,947
        equivalents
</TABLE>
        The increase in earnings for the third quarter and the first nine months
        of 2003 compared to the same periods of 2002 is primarily due to
        improved aggregate and specific stop loss morbidity. The CLAC
        reinsurance agreement contributed $2 million to net income for the third
        quarter and the first nine months of 2003.

        Excluding premium and fee income of ($244) million associated with CLAC
        reinsurance and Allianz reinsurance, premium and fee income decreased
        $34 million or 8% for the third quarter of 2003 and decreased $108
        million or 9% for the first nine months of 2003, when compared to the
        same periods of 2002. The decreases are primarily due to lower
        membership levels offset by an increase in premiums resulting from
        pricing actions taken during 2002 and 2003. There was a 15% decrease in
        total health care membership from 2,174,000 at December 31, 2002 to
        1,856,500 at September 30, 2003. There was a 17% decrease in total
        health care membership from 2,239,300 at September 30, 2002 to 1,856,500
        at September 30, 2003. The decline in membership is due to a decrease in
        the employee base for existing group health care customers and the
        general decline in the economy.

        Excluding total benefits and expenses of ($246) million associated with
        CLAC reinsurance and Allianz reinsurance, total benefits and expenses
        decreased $64 million or 16% and $154 million or 14% for the third
        quarter and first nine months of 2003 when compared to the same periods
        of 2002. The decreases are due primarily to higher deficit recoveries
        resulting from the pricing actions taken and lower operating expenses
        resulting from a reduction in staff.

        Self-funded premium equivalents decreased $148 million or 11% and $388
        million or 10% for the third quarter and the first nine months of 2003
        when compared to the same periods of 2002. The decreases were due to
        improved morbidity as well as the decrease in membership.


                                       15


        The Company recorded $14.0 million ($9.1 million, net of tax) and $4.5
        million ($2.9 million, net of tax) of restructuring costs in the first
        quarter of 2002 and in the second quarter of 2002 related to the costs
        associated with the consolidation of benefit payment offices and sales
        offices throughout the United States. The charges relate to severance of
        $2.8 million and $1.5 million, disposal of furniture and equipment of
        $4.4 million and $0.5 million, and termination of leasing agreements of
        $6.8 million and $2.5 million.

        The Company established a premium deficiency reserve on the Alta block
        of business in 2001. The Company had released premium deficiency
        reserves of $6.2 million in the first quarter of 2002 and $2.1 million
        in the second quarter of 2002 to offset underwriting losses incurred on
        the under priced block of business. In addition, the premium deficiency
        reserve was reduced by $15.0 million ($9.8 million net of tax) during
        the first quarter of 2002 and was reduced by $4.0 million ($2.6 million,
        net of tax) during the second quarter of 2002 based on an analysis of
        emerging experience which was more favorable than originally estimated.
        The premium deficiency reserve was $0 at September 30, 2002.

        Financial Services

        The following is a summary of certain financial data of the Financial
        Services segment.
<TABLE>
<CAPTION>
                                            Three Months Ended           Nine Months Ended
             Operating Summary                September 30,                September 30,
                                         -------------------------    -------------------------
                 [Millions]                 2003          2002           2003          2002
        -----------------------------    -----------    ----------    -----------    ----------
<S>                                   <C>            <C>           <C>            <C>
        Premium income                $      1,486   $         35  $      1,567   $        119
        Fee income                              59             55           171            169
        Net investment income                  205            214           595            642
        Realized investment
          gains(losses)                        (10)            13            31             20
                                         -----------    ----------    -----------    ----------
        Total revenues                       1,740            317         2,364            950

        Total benefits and expenses          1,691            257         2,203            782
        Income tax expenses                     14             19            52             53
                                         -----------    ----------    -----------    ----------
        Net income                    $         35   $         41  $        109   $        115
                                         ===========    ==========    ===========    ==========

        Deposits for investment-type
         contracts                    $       144    $        201  $        413   $        513
        Deposits to separate                  483             521         1,533          1,909
        accounts
</TABLE>


        The decrease in Financial Services earnings for the third quarter of
        2003 compared to the same period in 2002 is primarily due to lower
        interest margins and realized investment losses. Earnings for the first
        nine months of 2003 have decreased 6% excluding the CLAC coinsurance
        compared to the same period in 2002, as lower interest margins were
        offset somewhat by realized investment gains. The CLAC reinsurance
        agreement contributed $1 million to net income for the third quarter and
        the first nine months of 2003.

        Excluding premium income and deposits to investment-type contracts and
        separate accounts of $1,471 million associated with CLAC reinsurance,
        premium income and deposits to investment-type contracts and separate
        accounts have decreased $115 million or 15% for the third quarter of
        2003 and decreased $499 million or 20% for the first nine months of 2003
        when compared to the same periods in 2002. The decrease from 2002
        relates to decreased sales of the BOLI product that have been negligible
        in 2003 and the net decrease in contributions in the Group Retirement
        Services market.

        Retirement participant accounts including third-party administration and
        institutional accounts increased 1% in 2003 from 2,160,000 at December
        31, 2002 to 2,179,000 at September 30, 2003. Although the segment
        experienced a decrease in one large case termination of 117,000
        participant accounts in the first quarter of 2003, this has now been
        offset by growth from sales and increased participation in existing case
        sales for the first nine months of 2003.

                                       16

        Fee income has increased $4 million or 7% for the third quarter of 2003
        and increased $2 million or 1% for the first nine months of 2003 when
        compared to the same periods of 2002. Retirement products variable
        asset-based fees fluctuate with fluctuations in the participant account
        values. Account values change due to cash flow and unrealized market
        gains and losses associated with fluctuations in the U.S. equities
        market.

        Excluding investment income of $11 million associated with CLAC
        reinsurance, investment income decreased $20 million or 9% for the third
        quarter of 2003 and decreased $58 million or 9% for the first nine
        months of 2003 when compared to the same periods of 2002 due to the
        general decline of interest rates in 2002. The decrease in investment
        income is offset by positive realized investment gains in the first nine
        months of 2003.

        Excluding total benefits and expenses of $1,446 million associated with
        CLAC reinsurance, total benefits and expenses have decreased $12 million
        or 5% for the third quarter of 2003 and decreased $25 million or 3% for
        the first nine months of 2003 when compared to the same periods of 2002.
        A reduction in expenses and positive mortality experience on the
        individual insurance lines have contributed to these reductions.

        GENERAL ACCOUNT INVESTMENTS

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

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

        Fixed  Maturities

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

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

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

                                       17


        The distribution of the fixed maturity portfolio by credit rating is
        summarized as follows:
<TABLE>
<CAPTION>
                                                     September 30,          December 31,
                                                         2003                   2002
                                                   ------------------    -------------------
<S>                                                         <C>                    <C>
           AAA                                              58.9  %                58.9  %
           AA                                                8.7  %                 8.9  %
           A                                                14.5  %                15.2  %
           BBB                                              15.5  %                14.4  %
           BB and Below (non-investment grade)               2.4  %                 2.6  %
                                                   -------------- ---    --------------- ---

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

        During the first nine months of 2003, net unrealized gains on fixed
        maturities included in stockholder's equity, which is net of
        policyholder-related amounts and deferred income taxes, increased
        stockholder's equity by $5.5 million.

        Mortgage loans on real estate increased $364 million or 87% primarily
        due to CLAC reinsurance.

        CRITICAL ACCOUNTING POLICIES

        The preparation of financial statements in conformity with accounting
        principles generally accepted in the United States of America requires
        the Company's management to make a variety of estimates and assumptions.
        These estimates and assumptions affect, among other things, the reported
        amounts of assets and liabilities, the disclosure of contingent
        liabilities and the reported amounts of revenues and expenses. Actual
        results can differ from the amounts previously estimated, which were
        based on the information available at the time the estimates were made.

        The critical accounting policies described below are those that the
        Company believes are important to the portrayal of the Company's
        financial condition and results, and which require management to make
        difficult, subjective and/or complex judgments. Critical accounting
        policies cover accounting matters that are inherently uncertain because
        the future resolution of such matters is unknown. The Company believes
        that critical accounting policies include policy reserves, allowances
        for credit losses, deferred policy acquisition costs, and valuation of
        privately placed fixed maturities.

        Policy Reserves

        Life Insurance and Annuity Reserves - Life insurance and annuity policy
        reserves with life contingencies are computed on the basis of estimated
        mortality, investment yield, withdrawals, future maintenance and
        settlement expenses, and retrospective experience rating premium
        refunds. Annuity contract reserves without life contingencies are
        established at the contractholder's account value.

        Reinsurance - Policy reserves ceded to other insurance companies are
        carried as a reinsurance receivable on the balance sheet. The cost of
        reinsurance related to long-duration contracts is accounted for over the
        life of the underlying reinsured policies using assumptions consistent
        with those used to account for the underlying policies. Reinsurance
        contracts do not relieve the Company from its obligations to
        policyholders. Failure of reinsurers to honor their obligations could
        result in losses to the Company. The Company evaluates the financial
        condition of its reinsurers and monitors concentrations of credit risk
        arising from similar geographic regions, activities, or economic
        characteristics of the reinsurers to minimize its exposure to
        significant losses from reinsurer insolvencies. In the normal course of
        business, the Company seeks to limit its exposure to loss on any single
        insured and to recover a portion of benefits paid by ceding risks to
        other insurance enterprises under excess coverage and co-insurance
        contracts. The Company retains a maximum of $1.5 million of coverage per
        individual life.

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


                                       18


        Allowance For Credit Losses

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

        Deferred Policy Acquisition Costs

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

        Valuation Of Privately Placed Fixed Maturities

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

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

        LIQUIDITY AND CAPITAL RESOURCES

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

        Generally, the Company has met its operating requirements by maintaining
        appropriate levels of liquidity in its investment portfolio. Liquidity
        for the Company has remained strong, as evidenced by significant amounts
        of short-term investments and cash that totaled $1,374.4 million and
        $864.9 million as of September 30, 2003 and December 31, 2002,
        respectively.

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


                                       19


        Additional liquidity is available through the Company's participation in
        repurchase agreements with third party brokers and the issuance of
        commercial paper. The Company had $649.1 million of repurchase
        agreements at September 30, 2003, compared to $323.2 at December 31,
        2002. The Company's participation in repurchase agreements depends on
        current market conditions, and as a result, fluctuations may occur.

        The Company's financial strength provides the capacity and flexibility
        to enable it to raise funds in the capital markets through the issuance
        of commercial paper. The Company continues to be well capitalized, with
        sufficient borrowing capacity to meet the anticipated needs of its
        business. The Company had $99.6 million and $96.6 million of commercial
        paper outstanding at September 30, 2003, and December 31, 2002,
        respectively. 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.


<TABLE>
<CAPTION>
        OBLIGATIONS RELATING TO DEBT AND LEASES AT SEPTEMBER 30, 2003 ARE AS FOLLOWS:

                              2003       2004       2005       2006       2007      Thereafter
                             --------   --------   --------   --------   --------   -----------
<S>                             <C>       <C>        <C>        <C>        <C>            <C>
        Subordinated
          debentures       $          $          $          $          $          $      175.0
        Related party
         note                                                   25.0
        Operating leases        6.3       23.5       22.1       20.2       18.2           39.5
                             --------   --------   --------   --------   --------   -----------
        Total contractual

         obligations       $    6.3   $   23.5   $   22.1   $   45.2   $   18.2   $      214.5
                             ========   ========   ========   ========   ========   ===========
</TABLE>

Item 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

        The Company's assets are purchased to fund future benefit payments to
        its policyholders and contractholders. The primary risk of these assets
        is exposure to rising interest rates. The Company's exposure to foreign
        currency exchange rate fluctuations is minimal as only nominal foreign
        investments are held.

        To manage interest rate risk, the Company invests in assets that are
        suited to the products that it sells. For products with fixed and highly
        predictable benefit payments such as certificate annuities and payout
        annuities, the Company invests in fixed income assets with cash flows
        that closely match the liability product cash flows. The Company is then
        protected against interest rate changes, as any change in the fair value
        of the assets will be offset by a similar change in the fair value of
        the liabilities. For products with uncertain timing of benefit payments
        such as portfolio annuities and life insurance, the Company invests in
        fixed income assets with expected cash flows that are earlier than the
        expected timing of the benefit payments. The Company can then react to
        changing interest rates sooner as these assets mature for reinvestment.

        The Company also manages risk with interest rate derivatives such as
        interest rate caps that pay the Company investment income if interest
        rates rise above the level specified in the cap. The Company also uses
        interest rate swaps to convert cash flow from variable-rate investments
        to fixed amounts to match such cash flows to expected cash flows on its
        liabilities to policyholders. These derivatives are only used to reduce
        risk and are not used for speculative purposes.

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

        There are no significant changes to the Company's risk from December 31,
        2002.

                                       20


Item 4. CONTROLS AND PROCEDURES

        Based on their evaluation as of September 30, 2003, the Chief Executive
        Officer and Chief Financial Officer have concluded that the Company's
        disclosure controls and procedures are effective in ensuring that
        information relating to the Company and its subsidiaries which is
        required to be disclosed in reports filed under the Securities Exchange
        Act of 1934 is (i) recorded, processed, summarized and reported in a
        timely manner; and (ii) accumulated and communicated to the Company's
        senior management, including the President and Chief Executive Officer
        and the Executive Vice President and Chief Financial Officer, so that
        timely decisions may be made regarding disclosure.

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

PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

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

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

        (a) INDEX TO EXHIBITS

        Exhibit Number      Title                                        Page
        --------------      -----                                        ----
        31                  Rule 13a-14 and 15d-14 Certifications        22
        32                  Rule 13a-14 and 15d-14 Certifications        24


        (b) REPORTS ON FORM 8-K

               A report on Form 8-K, dated October 29, 2003, was filed
               disclosing the Company's third quarter results as of September
               30, 2003.

SIGNATURE

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

       GWL&A FINANCIAL INC.


BY:  /S/ Glen R. Derback                                 DATE: November 13, 2003
    -----------------------------------------------------      -----------------
    Glen R. Derback, Senior  Vice President and Controller
    (Duly authorized officer and chief accounting officer)