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): June 7, 2006

CERES GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation) 0-8483
(Commission File Number) 34-1017531
(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)

þ 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 8.01. Other Events.

On June 7, 2006, Ceres Group, Inc. issued a press release announcing that it has received early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with its proposed merger with Great American Financial Resources, Inc.

The press release announcing the receipt of such early termination is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Exhibit Description
99.1	Press Release dated June 7, 2006

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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: June 8, 2006	By:	/s/ David I. Vickers
	Name: Title:	David I. Vickers EVP and CFO

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Exhibit Index

Exhibit No.	Exhibit Description
99.1	Press Release dated June 7, 2006

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EX-99.1

Exhibit 99.1

CERESNEWSCERESNEWSCERESNEWSCERESNEWSCERESNEWS
CERESNEWSCERESNEWSCERESNEWSCERESNEWSCERESNEWS
CERESNEWSCERESNEWSCERESNEWSCERESNEWSCERESNEWS

FOR FURTHER INFORMATION:
David I. Vickers, Chief Financial Officer
(440) 878-2941

Gayle V. Bentkowski, Senior Vice President
(440) 572-8848

Ceres Group Receives Early Termination of Hart-Scott-Rodino Waiting Period
for Pending Merger with Great American Financial Resources

Cleveland, OH, June 7, 2006

Ceres Group, Inc. (“Ceres”) (NASDAQ: CERG) today announced that it and Great American Financial Resources, Inc. (“GAFRI”) (NYSE: GFR), a 81%-owned subsidiary of American Financial Group, Inc., have received early termination of the waiting period for U.S. antitrust review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with the proposed merger of Ceres with GAFRI.

As previously announced on May 1, 2006, GAFRI will pay $6.13 per share in cash for each outstanding share of Ceres common stock, for a total equity price of approximately $205 million on a fully diluted basis.

The termination of the Hart-Scott-Rodino waiting period satisfies one of the conditions to GAFRI’s acquisition of Ceres. Consummation of the merger, which is expected to occur in the third quarter of 2006, remains subject to other customary closing conditions, including receipt of approvals from the Nebraska and Ohio Departments of Insurance and approval of the merger by Ceres stockholders.

About Ceres Group
Ceres Group, Inc., through its insurance subsidiaries, provides a wide array of health and life insurance products through two primary business segments. Ceres’ Medical Segment includes major medical health insurance for individuals, families, associations and small businesses. The Senior Segment includes senior health, life and annuity products for Americans age 55 and over. To help control medical costs, Ceres also provides medical cost management services to its insureds. Ceres’ nationwide distribution channels include independent and career agents, as well as electronic distribution systems. Ceres is included in the Russell 3000^® Index. For more information, visit www.ceresgp.com.

Ceres Group, Inc. • 17800 Royalton Road • Cleveland, Ohio 44136
(440) 572-2400 • (800) 643-2474 • Fax (440) 878-2959 • www.ceresgp.com

Ceres Group, Inc.
Page 2

About GAFRI
GAFRI is a Cincinnati-based insurance holding company with nearly $12 billion in assets. The Company’s subsidiaries include Great American Life Insurance Company, Annuity Investors Life Insurance Company, United Teacher Associates Life Insurance Company (headquartered in Austin, Texas) and Loyal American Life Insurance Company. Through these companies, GAFRI markets traditional fixed, indexed and variable annuities and a variety of supplemental insurance products. For more information, visit www.gafri.com.

Additional Information about the Merger and Where to Find It
In connection with Ceres’ solicitation of proxies with respect to the meeting of stockholders to be called with respect to the proposed merger, Ceres will file with the Securities and Exchange Commission, and will furnish to stockholders of Ceres, a proxy statement. Stockholders are advised to read the proxy statement when it is finalized and distributed to stockholders because it will contain important information. Stockholders will be able to obtain a free-of-charge copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at www.sec.gov. Stockholders will also be able to obtain a free-of-charge copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Ceres Group, Inc., 17800 Royalton Road, Cleveland, OH 44136, Attention: Corporate Secretary, Telephone: 440-572-2400, or from Ceres’ website, www.ceresgp.com.

Ceres and certain of its directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies from stockholders of Ceres in favor of the proposed merger. Information regarding the persons who may be considered “participants” in the solicitation of proxies will be set forth in Ceres’ proxy statement when it is filed with the SEC. Information regarding certain of these persons and their beneficial ownership of Ceres’ common stock as of March 27, 2006 is also set forth in the Schedule 14A filed by Ceres on April 3, 2006 with the SEC.

This news release contains certain forward-looking statements with respect to the proposed merger with GAFRI. Forward-looking statements are statements other than historical information or statements of current condition. In light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements herein should not be regarded as representation by the company or any other person that the objectives or plans of the company will be achieved. Many factors could cause actual results to differ materially from those contemplated by such forward-looking statements, including, among others, failure to obtain stockholder approval or the failure to satisfy other closing conditions, including regulatory approval. This review of important factors should not be construed as exhaustive. Investors and others should refer to Ceres’ filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2005, and its quarterly reports on Form 10-Q and other periodic filings, for a description of the foregoing and other factors. Ceres undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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