UNITED STATES

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): May 1, 2006

GREAT AMERICAN FINANCIAL RESOURCES, INC.

(Exact name of registrant as specified in its charter)


Delaware

1-11632

06-1356481

_________________________________________________________________________________________________

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)


250 East Fifth Street, Cincinnati, Ohio

45202

____________________________________________________________

______________________________

(Address of principal executive offices)

(Zip Code)


Registrant's telephone number, including area code (513) 333-5300

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 (see General Instruction A.2. below):

[  ]

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

[  ]

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

[  ]

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

[  ]

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

Item 8.01 - Other Events

Great American Financial Resources, Inc. announced it has signed a definitive merger agreement to acquire all of the outstanding stock of the Ceres Group, Inc. for $6.13 per share, for a total purchase price of $205 million. The transaction is expected to be completed in the third quarter of 2006. The transaction is subject to the approval of Ceres' stockholders and the Ohio and Nebraska Department of Insurance and other customary conditions. See attached Press Release.


Section 9 - Financial Statements and Exhibits


Item 9.01. 

Financial Statements and Exhibits.

           

(c) 

Exhibits

       
 

99.1

Press Release dated as of May 1, 2006.

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.

 

GREAT AMERICAN FINANCIAL RESOURCES, INC.

       

Date: May 1, 2006

By:/s/ Christopher P. Miliano              

 

Christopher P. Miliano

 

Chief Financial Officer