SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SPASS ROBERT A

(Last)

(First)

(Middle)

17800 ROYALTON ROAD

(Street)

STRONGSVILLE

44136

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CERES GROUP INC [ CERG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
common stock, par value $0.001 per share	09/12/2005	09/12/2005	J⁽¹⁾		917,123	D	$0.00	22,386	I	See footnote⁽²⁾
common stock, par value $0.001 per share	09/12/2005	09/12/2005	J⁽³⁾		451,235	D	$0.00	0	I	n/a
common stock, par value $0.001 per share	09/12/2005	09/12/2005	J⁽⁴⁾		3,157	A	$0.00	67,933	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On September 12, 2005, International Managed Care, LLC ("IMC Delaware") distributed all 917,123 shares of the Issuer's common stock to its partners in a pro rata distribution, in which 907,952 shares were distributed to Insurance Partners, L.P. ("IP Delaware"), its managing member. IP Delaware distributed all of the shares it received to its partners in a pro rata distribution. No consideration was paid in connection with these distributions.

2. No shares are held by IMC Delaware after the distribution. After receipt of 9,074 shares in the distribution, 22,386 shares are held by Insurance GenPar, L.P. ("Insurance GenPar"), which is the general partner of IP Delaware. The Reporting Person is the 40% owner of Insurance GenPar.

3. On September 12, 2005, International Managed Care (Bermuda), L.P. ("IMC Bermuda) distributed all 451,235 shares of the Issuer's common stock to its partners in a pro rata distribution, in which 446,723 shares were distributed to Insurance Partners Offshore (Bermuda), L.P. ("IP Bermuda"), its general partner. IP Bermuda distributed all of the shares it received to its partners in a pro rata distribution. No consideration was paid in connection with these distributions.

4. Reflects shares of the Issuer's common stock distributed to the Reporting Person in a pro rata distribution on September 12, 2005 by IMC Delaware and IP Delaware. No consideration was paid by the Reporting Person in connection with such distribution.

Remarks:

	/s/ Kathleen L. Mesel as attorney-in-fact for Robert A. Spass	09/14/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.