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U.S. SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 40-F

|            |  |                                                                                        
|----------- |  | ---------------------------------------------------------------------------------------
|(Check one) |  |                                                                                        
|            |  |                                                                                        
|o           |  | Registration statement pursuant to Section 12 of the Securities
Exchange Act of 1934   
|            |  |                                                                                        
|            |  | or                                                                                     
|            |  |                                                                                        
|x           |  | Annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934

For the fiscal year ended December 31, 2002

Commission file number 033-81500

GREAT LAKES POWER INC.(Exact name of registrant as specified in its charter)

|                                                                                  |  |                                                                     |  |                                                    
|--------------------------------------------------------------------------------- |  | ------------------------------------------------------------------- |  | ---------------------------------------------------
|ONTARIO, CANADA
(Province or Other Jurisdiction of
Incorporation or Organization) |  | 4991, 4931
(Primary Standard Industrial
Classification Code Number) |  | Not Applicable
(IRS Employer Identification Number)

Suite 300, BCE Place, 181 Bay Street, P.O. Box 762, Toronto, Ontario Canada M5J 2T3
(416) 363-9491
(Address and Telephone Number of Registrants Principal Executive Offices)

c/o Torys, 237 Park Avenue, New York, New York 10017-3142
(212) 880-6000
(Name, Address and Telephone Number of Agent for Service in the United States)

|                                                                                           |  |                
|------------------------------------------------------------------------------------------ |  | ---------------
|Securities registered or to be registered pursuant to Section 12(b) of the Act:            |  | None           
|                                                                                          
|Securities registered or to be registered pursuant to Section 12(g) of the Act:            |  | None           
|                                                                                          
|Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: |  | Term debentures

For annual reports, indicate by check mark the information filed with this
Form:

|                          |  |                                     
|------------------------- |  | ------------------------------------
|x Annual Information Form |  | x Audited annual financial statement

Indicate the number of outstanding shares of each of the issuers classes of
capital or common stock as of the close of the period covered by the annual
report.

|              |  |  |             | 
|------------- |  |  | ----------- | 
|Common Shares |  |  | 101,383,135 | 

Indicate by check mark whether the registrant by filing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
(the Exchange Act). If Yes is marked, indicate the file number assigned to
the registrant in connection with such rule.

|    |  |   |  |    |  |  
|--- |  | - |  | -- |  | -
|Yes |  | o |  | No |  | x

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act 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 |  | o





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CONTROLS AND PROCEDURES



|(a) |  | Evaluation of disclosure controls and procedures. As of a date within the
90-day period prior to the filing of this report, an evaluation of the
effectiveness of the Companys disclosure controls and procedures (as such
term is defined in Rules 13a-14(c) and 15d-14(c) of the United States
Securities Exchange Act of 1934 (the Exchange Act)) was carried out by the
Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of the
Company. Based on that evaluation, the CEO and CFO have concluded that as of
such date the Companys disclosure controls and procedures are effective to
ensure that information required to be disclosed by the Company in reports that
it files or submits under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in United States Securities and
Exchange Commission rules and forms.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) |  | Changes in Internal Controls. Subsequent to the completion of their
evaluation, there have been no significant changes in the Companys internal
controls or in other factors that could significantly affect the internal
controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS



|A. |  | Undertaking.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | The Company undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Securities and Exchange
Commission (the Commission) staff, and to furnish promptly, when requested
to do so by the Commission staff, information relating to: the securities
registered pursuant to Form 40-F; the securities in relation to which the
obligation to file an annual report on Form 40-F arises; or transactions in
said securities.
|  
|B. |  | Consent to Service of Process.                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|   |  | The Company has previously filed a Form F-X in connection with the class of
securities in relation to which the obligation to file this report arises.                                                                                                                                                                                                                                                                                                                        
|  
|   |  | Any change to the name or address of the agent for service of process of the
registrant shall be communicated promptly to the Securities and Exchange
Commission by an amendment to the Form F-X referencing the file number of
the relevant registration statement.                                                                                                                                                                                                          

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant certifies that
it meets all of the requirements for filing on Form 40-F and has duly caused
this annual report to be signed on its behalf by the undersigned, thereunto
duly authorized, on May 20, 2003.

| |  |                        |  |                                                              
| |  | ---------------------- |  | -------------------------------------------------------------
| |  | GREAT LAKES POWER INC.
| |  |                        |  |                                                              
| |  | By:                    |  | /s/ Alan V. Dean                                             
| |  |                        |  |                                                              
| |  |                        |  | Name: Alan V. Dean
Title: Senior Vice-President and Secretary





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##### 



CERTIFICATION

I, Harry A. Goldgut, certify that:



|1. |  | I have reviewed this annual report on Form 40-F of Great Lakes Power
Inc.;                                                                                                                                                                                                                                                                                                            
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;                                                              
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;                                                                                 
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                                                                                             
|  
|   |  | a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;                                                                                       
|  
|   |  | b) evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the Evaluation Date); and                                                                                                                                                                                         
|  
|   |  | c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;                                                                                                                                                                                                               
|  
|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):                                                                                                                                        
|  
|   |  | a) all significant deficiencies in the design or
operation of internal controls which could adversely affect the
registrants ability to record, process, summarize and report financial
data and have identified for the registrants auditors any material
weaknesses in internal controls; and                                                                                     
|  
|   |  | b) any fraud, whether or not
material, that involves management or other employees who have a
significant role in the registrants internal controls; and                                                                                                                                                                                                                             
|  
|6. |  | The registrants other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|                   |  |                                                         
|------------------ |  | --------------------------------------------------------
|Date: May 20, 2003 |  |                                                         
|                   |  |                                                         
|                   |  | /s/ Harry A. Goldgut                                    
|                   |  |                                                         
|                   |  | Harry A. Goldgut
Co-Chairman and Chief Executive Officer





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##### 



CERTIFICATION

I, Donald Tremblay, certify that:



|1. |  | I have reviewed this annual report on Form 40-F of Great Lakes Power
Inc.;                                                                                                                                                                                                                                                                                                            
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;                                                              
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;                                                                                 
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                                                                                             
|  
|   |  | a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;                                                                                       
|  
|   |  | b) evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the Evaluation Date); and                                                                                                                                                                                         
|  
|   |  | c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;                                                                                                                                                                                                               
|  
|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):                                                                                                                                        
|  
|   |  | a) all significant deficiencies in the design or
operation of internal controls which could adversely affect the
registrants ability to record, process, summarize and report financial
data and have identified for the registrants auditors any material
weaknesses in internal controls; and                                                                                     
|  
|   |  | b) any fraud, whether or not
material, that involves management or other employees who have a
significant role in the registrants internal controls; and                                                                                                                                                                                                                             
|  
|6. |  | The registrants other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.

|                   |  |                                                                  
|------------------ |  | -----------------------------------------------------------------
|Date: May 20, 2003 |  |                                                                  
|                   |  | /s/ Donald Tremblay                                              
|                   |  |                                                                  
|                   |  | Donald Tremblay
Senior Vice-President and Chief Financial Officer





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EXHIBIT INDEX

|        |  |                                                                                                                                  
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                                      
|        |  |                                                                                                                                  
|99.1    |  | Annual Information Form                                                                                                          
|        |  | Annual Information Form of Great Lakes Power Inc. (the Company) for
the fiscal year ended December 31, 2002                    
|       
|99.2    |  | Managements Discussion and Analysis                                                                                             
|        |  | Managements Discussion and Analysis of Financial Condition and Results
of Operations for the fiscal year ended December 31, 2002
|       
|99.3    |  | Consolidated Financial Statements                                                                                                
|        |  | Consolidated Financial Statements for the fiscal year ended December 31, 2002                                                    
|       
|99.4    |  | Consent of Deloitte & Touche, LLP                                                                                                
|       
|99.5    |  | Certification of Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002                               
|       
|99.6    |  | Certification of Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002                               

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