8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (date of earliest event reported): August 3, 2006

CERES GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	0-8483	34-1017531
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

17800 Royalton Road, Cleveland, Ohio 44136
(Address of principal executive offices)

(440) 572-2400
(Registrant’s telephone number, including area code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On May 1, 2006, Great American Financial Resources, Inc. (“GAFRI”), Project Garden Acquisition Inc. and Ceres Group, Inc. (“Ceres”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) providing for the acquisition of Ceres by GAFRI. On May 12, 2006, the parties entered into an Amendment to the Merger Agreement to extend the time period during which GAFRI was required to file a pre-merger notification and report form with the Department of Justice pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976. On August 2, 2006, the parties entered into Amendment No. 2 to the Merger Agreement to specify certain provisions to be included in the certificate of incorporation of Ceres as the surviving corporation in the merger. On August 3, 2006, the parties entered into Amendment No. 3 to the Merger Agreement to increase the number of shares of Ceres common stock that would be outstanding after the merger without changing the fact that GAFRI will own all outstanding shares of Ceres common stock.

The description of Amendment No. 3 to the Merger Agreement does not purport to describe all of the terms of such agreement and is qualified by reference to the text of such agreement, a copy of which is attached to this report as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Exhibit Description
10.1	Amendment No. 3 to Agreement and Plan of Merger, dated as of August 3, 2006, by and among Great American Financial Resources, Inc., Project Garden Acquisition Inc. and Ceres Group, Inc.

SIGNATURES

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

	CERES GROUP, INC.
Date: August 3, 2006	By:	/s/ Kathleen L. Mesel
	Name:	Kathleen L. Mesel
	Title:	EVP, General Counsel & Corporate Secretary

Exhibit Index

Exhibit No.	Exhibit Description
10.1	Amendment No. 3 to Agreement and Plan of Merger, dated as of August 3, 2006, by and among Great American Financial Resources, Inc., Project Garden Acquisition Inc. and Ceres Group, Inc.

EX-10.1

Exhibit 10.1

AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER

     THIS AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER (“Amendment”) is made as of August 3, 2006 among GREAT AMERICAN FINANCIAL RESOURCES, INC., a Delaware corporation (“Parent”), PROJECT GARDEN ACQUISITION INC., a Delaware corporation (“Acquisition Sub”), and CERES GROUP, INC., a Delaware corporation (the “Company”).

R E C I T A L S:

     WHEREAS, Parent, Acquisition Sub and the Company are parties to the Agreement and Plan of Merger dated as of May 1, 2006 and amended as of May 12, 2006 and August 2, 2006 (the “Merger Agreement”); and,

     WHEREAS, the parties hereto desire to amend Section 2.8 of the Merger Agreement in certain respects, all on the terms and conditions hereinafter set forth;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained hereinafter, the parties hereto do hereby agree as follows:

     1. Amendment to Section 2.8 of the Merger Agreement. Section 2.8 of the Merger Agreement is hereby amended in its entirety to read as follows:

“At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each issued and outstanding share of capital stock of Acquisition Sub shall be converted into and become 350,000 validly issued, fully paid and nonassessable shares of common stock, par value $.01 per share, of the Surviving Corporation.”

     2. Miscellaneous. Except as expressly amended by this Amendment, the Merger Agreement shall remain in full force and effect as originally executed and delivered by the parties. Sections 8.4 through 8.10 and Section 8.12 of the Merger Agreement are hereby incorporated by reference in this Amendment, with “Amendment” to be inserted for “Agreement” in each instance.

     IN WITNESS WHEREOF, the parties hereto have set their respective hands as of the date and year first above written.

GREAT AMERICAN FINANCIAL RESOURCES, INC.
By:	/s/ Mark F. Muething
	Name: Mark F. Muething
	Title: Executive Vice President
PROJECT GARDEN ACQUISITION INC.
By:	/s/ Mark F. Muething
	Name: Mark F. Muething
	Title: President
CERES GROUP, INC.
By:	/s/ Thomas J. Kilian
	Name: Thomas J. Kilian
	Title: President and Chief Executive Officer