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|SECURITIES AND EXCHANGE COMMISSION                                                     
|---------------------------------------------------------------------------------------
|Washington, D. C. 20549                                                                
|                                                                                       
|                                                                                       
|FORM 10-Q                                                                              
|                                                                                       
|Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934





|For the Quarterly Period Ended
September 30, 2006 | Commission File
No. 1-11632
|------------------------------------------------- | ---------------------------





|Incorporated under   | IRS Employer I.D.
No. 06-1356481
|-------------------- | --------------------------------
|the Laws of Delaware

250 East Fifth Street, Cincinnati, Ohio 45202
(513) 333-5300

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.  Yes X    No

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer:    Large Accelerated Filer    Accelerated FilerX    Non-Accelerated Filer
Indicate by check mark whether the Registrant is a shell company.      Yes  NoX
As of November 1, 2006, there were 47,501,994 shares of the Registrant's Common Stock outstanding.









---





GREAT AMERICAN FINANCIAL RESOURCES, INC.



TABLE OF CONTENTS







|Part I        | Financial Information                                                                                                                                                             | Page
|------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|Item 1        | Financial Statements:                                                                                                                                                             |     
|              | Consolidated Balance Sheet                                                                                                                                                        | 2   
|              | Consolidated Income Statement                                                                                                                                                     | 3   
|              | Consolidated Statement of Changes in Stockholders' Equity                                                                                                                         | 4   
|              | Consolidated Statement of Cash Flows                                                                                                                                              | 5   
|              | Notes to Consolidated Financial Statements                                                                                                                                        | 6   
|Item 2        | Management's Discussion and Analysis of Financial Condition                                                                                                                       |     
|              | and Results of Operations                                                                                                                                                         | 22  
|Item 3        | Quantitative and Qualitative Disclosure of Market Risk                                                                                                                            | 32  
|Item 4        | Controls and Procedures                                                                                                                                                           | 32  
|              |                                                                                                                                                                                   |     
|              |                                                                                                                                                                                   |     
|Part II       | Other Information                                                                                                                                                                 |     
|Item 2        | Unregistered Sales of Equity Securities and Use of Proceeds                                                                                                                       | 33  
|Item 6        | Exhibits                                                                                                                                                                          | 33  
|              | Signature                                                                                                                                                                         | 33  
|              |                                                                                                                                                                                   |     
|              |                                                                                                                                                                                   |     
|Exhibit Index |                                                                                                                                                                                   |     
|Exhibit 31(a) | Certification of the Chief Executive Officer Pursuant to 
Section 302(a)of the Sarbanes-Oxley Act of 2002                                                                         | E-1 
|Exhibit 31(b) | Certification of the Chief Financial Officer Pursuant to
Section 302(a)of the Sarbanes-Oxley Act of 2002                                                                          | E-2 
|Exhibit 32    | Certification of the Chief Executive Officer and the Chief Financial Officer Pursuant to 18 USC Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | E-3 









GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q

PART I

ITEM 1 - FINANCIAL STATEMENTS

GREAT AMERICAN FINANCIAL RESOURCES, INC. AND SUBSIDIARIES



CONSOLIDATED BALANCE SHEET - (UNAUDITED)

(Dollars in millions)

|                                                         |               |             
|-------------------------------------------------------- | ------------- | ------------
|                                                         |               |             
|                                                         | September 30, | December 31,
|                                                         | 2006          | 2005        
|Assets                                                   |               |             
|Investments:                                             |               |             
|Fixed maturities:                                        |               |             
|Available-for-sale - at fair value                       |               |             
|(amortized cost - $8,898.1 and $8,825.9)                 | $ 8,908.3     | $ 8,930.1   
|Trading securities - at fair value                       | 279.8         | 271.9       
|Equity securities - at fair value                        |               |             
|(cost - $236.6 and $185.7)                               | 244.8         | 191.4       
|Mortgage loans on real estate                            | 169.1         | 38.4        
|Real estate                                              | 77.3          | 118.3       
|Policy loans                                             | 264.9         | 258.7       
|Short-term investments                                   | 428.1         | 132.6       
|Total investments                                        | 10,372.3      | 9,941.4     
|                                                         |               |             
|Cash                                                     | 90.9          | 21.7        
|Accrued investment income                                | 117.2         | 117.6       
|Unamortized insurance acquisition costs                  | 900.9         | 835.9       
|Reinsurance recoverable                                  | 677.4         | 257.3       
|Other assets                                             | 160.4         | 104.6       
|Variable annuity assets (separate accounts)              | 663.5         | 643.5       
|                                                         |               |             
|                                                         | $12,982.6     | $11,922.0   
|                                                         |               |             
|Liabilities and Stockholders' Equity                     |               |             
|Annuity benefits accumulated                             | $ 9,180.7     | $ 8,417.3   
|Unearned revenue                                         | 106.0         | 118.2       
|Life, accident and health reserves                       | 1,396.3       | 1,088.0     
|Long-term debt                                           | 275.2         | 341.8       
|Payable to affiliates, net                               | 105.7         | 119.9       
|Deferred tax liability on unrealized gains               | 6.9           | 31.0        
|Accounts payable, accrued expenses and other liabilities | 203.0         | 155.6       
|Variable annuity liabilities (separate accounts)         | 663.5         | 643.5       
|Total liabilities                                        | 11,937.3      | 10,915.3    
|                                                         |               |             
|Stockholders' Equity:                                    |               |             
|Common Stock, $1 par value                               |               |             
|-100,000,000 shares authorized                           |               |             
|-47,471,248 and 47,256,092 shares outstanding            | 47.5          | 47.3        
|Capital surplus                                          | 413.8         | 409.0       
|Retained earnings                                        | 571.2         | 489.2       
|Unrealized gains on marketable securities, net           | 12.8          | 61.2        
|Total stockholders' equity                               | 1,045.3       | 1,006.7     
|                                                         |               |             
|                                                         | $12,982.6     | $11,922.0   
|                                                         |               |             









GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q



GREAT AMERICAN FINANCIAL RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED INCOME STATEMENT - (UNAUDITED)

(In millions, except per share amounts)



|                                                 | Three months ended September 30, | Nine months ended September 30,
|------------------------------------------------ | -------------------------------- | -------------------------------
|                                                 | 2006                             | 2005                           
|Revenues:                                        |                                  |                                
|Life, accident and health premiums               | $ 91.7                           | $ 73.2                         
|Net investment income                            | 150.1                            | 137.3                          
|Realized gains (losses) on:                      |                                  |                                
|Investments                                      | (2.9)                            | 3.4                            
|Retirement of debt                               | (0.1)                            | -                              
|Other income                                     | 33.0                             | 22.1                           
|                                                 | 271.8                            | 236.0                          
|Costs and Expenses:                              |                                  |                                
|Annuity benefits                                 | 88.3                             | 81.0                           
|Life, accident and health benefits               | 69.1                             | 62.5                           
|Insurance acquisition expenses                   | 38.3                             | 26.7                           
|Interest and debt expenses                       | 5.6                              | 7.1                            
|Other expenses                                   | 40.0                             | 38.9                           
|                                                 | 241.3                            | 216.2                          
|                                                 |                                  |                                
|Operating earnings before income taxes           | 30.5                             | 19.8                           
|Provision for income taxes                       | 10.7                             | 7.0                            
|                                                 |                                  |                                
|Income from continuing operations                | 19.8                             | 12.8                           
|Discontinued Puerto Rican operations, net of tax | -                                | 3.3                            
|Discontinued hotel operations, net of tax        | -                                | 2.7                            
|Gain on sale of discontinued hotel, net of tax   | -                                | -                              
|                                                 |                                  |                                
|Net Income                                       | $ 19.8                           | $ 18.8                         
|                                                 |                                  |                                
|                                                 |                                  |                                
|Basic earnings per common share:                 |                                  |                                
|Continuing operations                            | $ 0.42                           | $ 0.27                         
|Discontinued Puerto Rican operations             | -                                | 0.07                           
|Discontinued hotel operations                    | -                                | 0.06                           
|Gain on sale of discontinued hotel               | -                                | -                              
|                                                 |                                  |                                
|Net income                                       | $ 0.42                           | $ 0.40                         
|                                                 |                                  |                                
|Diluted earnings per common share:               |                                  |                                
|Continuing operations                            | $ 0.41                           | $ 0.27                         
|Discontinued Puerto Rican operations             | -                                | 0.07                           
|Discontinued hotel operations                    | -                                | 0.05                           
|Gain on sale of discontinued hotel               | -                                | -                              
|                                                 |                                  |                                
|Net income                                       | $ 0.41                           | $ 0.39                         
|                                                 |                                  |                                
|Average number of common shares:                 |                                  |                                
|Basic                                            | 47.4                             | 47.1                           
|Diluted                                          | 48.0                             | 47.7                           
|                                                 |                                  |                                







GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q



GREAT AMERICAN FINANCIAL RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - (UNAUDITED)

(In millions)

|                                                   | Nine months ended
|-------------------------------------------------- | -----------------
|                                                   | September 30,    
|                                                   | 2006             
|Common Stock:                                      |                  
|Balance at beginning of period                     | $ 47.3           
|Common Stock issued                                | 0.3              
|Common Stock retired                               | (0.1)            
|Balance at end of period                           | $ 47.5           
|                                                   |                  
|                                                   |                  
|Capital Surplus:                                   |                  
|Balance at beginning of period                     | $409.0           
|Common Stock issued                                | 4.1              
|Common Stock retired                               | (1.5)            
|Agent stock option grants                          | 0.2              
|Stock-based compensation expense                   | 2.0              
|Balance at end of period                           | $413.8           
|                                                   |                  
|                                                   |                  
|Retained Earnings:                                 |                  
|Balance at beginning of period                     | $489.2           
|Net income                                         | 82.0             
|Balance at end of period                           | $571.2           
|                                                   |                  
|                                                   |                  
|Unrealized Gains (Losses), Net:                    |                  
|Balance at beginning of period                     | $ 61.2           
|Change during period                               | (48.4)           
|Balance at end of period                           | $ 12.8           
|                                                   |                  
|                                                   |                  
|                                                   |                  
|                                                   |                  
|Comprehensive Income (Loss)                        |                  
|Net income                                         | $ 82.0           
|Other comprehensive income (loss) - change in net  |                  
|unrealized gains (losses) on marketable securities | (48.4)           
|Comprehensive income (loss)                        | $ 33.6           
|                                                   |                  





GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q



GREAT AMERICAN FINANCIAL RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS - (UNAUDITED)

(In millions)



|                                                            | Nine months ended
|----------------------------------------------------------- | -----------------
|                                                            | September 30,    
|                                                            | 2006             
|Cash Flows from Operating Activities:                       |                  
|Net income                                                  | $ 82.0           
|Adjustments:                                                |                  
|Increase in life, accident and health reserves              | 15.4             
|Benefits to annuity policyholders                           | 255.1            
|Amortization of insurance acquisition costs                 | 76.1             
|Depreciation and amortization                               | 9.6              
|Realized (gains) losses on investments                      | 7.4              
|Gain on sale of discontinued hotel                          | (48.7)           
|Realized loss on retirement of debt                         | 4.4              
|Net trading portfolio activity                              | (10.8)           
|Increase in insurance acquisition costs                     | (114.6)          
|Decrease (increase) in reinsurance recoverable              | (47.6)           
|Decrease in other assets                                    | 8.7              
|Increase in other liabilities                               | 1.2              
|Increase (decrease) in payable to affiliates, net           | (3.0)            
|Other, net                                                  | 3.7              
|Net cash provided by operating activities                   | 238.9            
|                                                            |                  
|Cash Flows from Investing Activities:                       |                  
|Purchases of and additional investments in:                 |                  
|Fixed maturity investments                                  | (1,236.8)        
|Equity securities                                           | (98.6)           
|Real estate, mortgage loans and other assets                | (43.8)           
|Purchase of subsidiary                                      | (204.4)          
|Cash and short-term investments of businesses acquired, net | 217.8            
|Proceeds received from sale of Puerto Rican operations, net | 27.2             
|Maturities and redemptions of fixed maturity investments    | 362.2            
|Sales of:                                                   |                  
|Fixed maturity investments                                  | 998.5            
|Equity securities                                           | 85.5             
|Real estate, mortgage loans and other assets                | 65.7             
|Increase in policy loans                                    | (7.8)            
|Net cash provided by (used in) investing activities         | 165.5            
|                                                            |                  
|Cash Flows from Financing Activities:                       |                  
|Fixed annuity receipts                                      | 914.3            
|Annuity surrenders, benefits and withdrawals                | (898.6)          
|Net transfers from variable annuity assets                  | 17.8             
|Additions to long-term debt                                 | 65.0             
|Reductions of long-term debt                                | (141.3)          
|Issuance of Common Stock                                    | 4.0              
|Retirement of Common Stock                                  | (0.9)            
|Net cash used in financing activities                       | (39.7)           
|                                                            |                  
|Net increase in cash and short-term investments             | 364.7            
|Beginning cash and short-term investments                   | 154.3            
|Ending cash and short-term investments                      | $519.0           
|                                                            |                  





GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





A.	Description of the Company

Great American Financial Resources, Inc. ("GAFRI" or "the Company") through its subsidiaries, markets fixed, indexed and variable annuities, and various forms of supplemental insurance through independent agents.

American Financial Group, Inc. ("AFG") and its subsidiaries owned 81% of GAFRI's Common Stock at November 1, 2006.



Basis of Presentation

Certain reclassifications have been made to prior years to conform to the current year's presentation.  All significant intercompany balances and transactions have been eliminated.  All acquisitions have been treated as purchases.  The results of operations of companies since their formation or acquisition are included in the consolidated financial statements.

The preparation of the financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  Changes in circumstances could cause actual results to differ materially from those estimates.

Investments

Gains or losses on securities are determined on the specific identification basis. When a decline in the value of a specific investment is considered to be other than temporary, a provision for impairment is charged to earnings (included in realized gains (losses) on investments) and the cost basis of that investment is reduced.

Derivatives

The terms of the interest rate swaps match those of the hedged debt; therefore, the swaps are considered to be (and are accounted for as) effective fair value hedges.  Both the swaps and the hedged debt are adjusted for changes in fair value by offsetting amounts.  Accordingly, since the swaps are included with long-term debt in the Balance Sheet, the only effect on GAFRI's financial statements is that the interest expense on the hedged debt is recorded based on the variable rate.





GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Goodwill

Reinsurance

Under certain of these agreements, GAFRI's insurance subsidiaries cede life insurance policies to a third party on a funds withheld basis whereby GAFRI retains the assets (securities) associated with the reinsurance contracts.  Interest is credited to the reinsurer based on the actual investment performance of the retained assets.  These reinsurance contracts are considered to contain embedded derivatives (that must be adjusted to fair value) because the yield on the payables is based on specific blocks of the ceding companies' assets, rather than the overall creditworthiness of the ceding company.  GAFRI determined that a change in the fair value of the underlying portfolios of fixed maturity securities is an appropriate measure of the value of the embedded derivative.  The Company classifies the securities related to these transactions as "trading."  The adjustment to fair value on the embedded derivatives offsets the investment income recorded on the adjustment to fair value of the related trading portfolios.

Insurance Acquisition Costs and Expenses

Insurance acquisition expenses in the income statement reflect primarily the amortization of DPAC and PVFP.  In addition, certain commission costs are expensed as paid and included in insurance acquisition expenses.  All other uncapitalized acquisition costs such as marketing and underwriting expenses are included in "other expenses."

Deferred Policy Acquisition Costs ("DPAC")Policy acquisition costs (principally commissions, advertising, underwriting, policy issuance and sales expenses that vary with and are primarily related to the production of new business) are deferred to the extent that such costs are deemed recoverable.  DPAC also includes capitalized costs associated with sales inducements offered to fixed annuity policyholders such as enhanced interest rates and premium and persistency bonuses.

DPAC related to annuities and universal life insurance products is deferred to the extent deemed recoverable and amortized, with interest, in relation to the present value of actual and expected gross profits on the policies.  Expected gross profits consist principally of estimated future investment margin (estimated future net investment income less interest credited on policyholder funds) and surrender, mortality, and other life and variable annuity policy charges, less death and annuitization benefits in excess of account balances and estimated future policy administration expenses.

To the extent that realized gains and losses result in adjustments to the amortization of DPAC related to annuities, such adjustments are reflected as components of realized gains.  DPAC related to annuities is also adjusted, net of tax, for the change in amortization that would have been recorded if the unrealized gains (losses) from securities had actually been realized.  This adjustment is included in "unrealized gains (losses) on marketable securities, net" in the stockholders' equity section of the Balance Sheet.

DPAC related to traditional life and health insurance is amortized over the expected premium paying period of the related policies, in proportion to the ratio of annual premium revenues to total anticipated premium revenues.  Such anticipated premium revenues were estimated using the same assumptions used for computing liabilities for future policy benefits.

Life and health insurance contracts are reviewed periodically using actuarial assumptions revised based on actual and anticipated experience, to determine if there is





GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

a potential premium deficiency.  If any such deficiency exists, it is recognized by a charge to income and a reduction in unamortized acquisition costs.

Present Value of Future Profits ("PVFP")

The PVFP is amortized with interest in relation to expected gross profits of the acquired policies for annuities and universal life products and in relation to the premium payments for traditional life and health insurance products.

Annuity Benefits Accumulated

Reserves for two-tier annuities (annuities with different stated account values depending on whether a policyholder annuitizes, dies or surrenders) are recorded at the lower-tier value plus additional reserves for (i) accrued persistency and premium bonuses; and (ii) excess benefits expected to be paid on future deaths and annuitizations ("EDAR") that require payment of the upper-tier value.  The liability for EDAR is accrued for and modified using assumptions consistent with those used in determining DPAC and DPAC amortization, except that accruals are in relation to the present value of total expected assessments.  Total expected assessments consist principally of estimated future investment margin, surrender, mortality, and other life and variable annuity policy charges, and unearned revenues once they are recognized as income.

Reserves for traditional single-tier fixed annuities are generally recorded at the stated annuitization value.  Reserves for indexed annuities are recorded at a value reflecting the fixed guarantees in the product plus the fair value of the equity participation in the contract.  Reserves for acquired blocks of business are recorded at fair value.

Unearned Revenue

Life, Accident and Health Reserves

The liability for future policy benefits for interest sensitive life and universal life policies is equal to the sum of the accumulated fund balances under such policies.

Variable Annuity Assets and Liabilities

GAFRI's variable annuity contracts contain a guaranteed minimum death benefit ("GMDB") to be paid if the policyholder dies before the annuity payout period commences.  In periods of declining equity markets, the GMDB may exceed the value of the policyholder's account.  A GMDB liability is established for future excess death benefits using assumptions together with a range of reasonably possible scenarios for investment fund performance that are consistent with DPAC capitalization and amortization assumptions.

Life, Accident and Health Premiums and Benefits





GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued



For interest sensitive life and universal life products, premiums are recorded in a policyholder account, which is reflected as a liability.  Revenue is recognized as amounts are assessed against the policyholder account for mortality coverage and contract expenses.  Surrender benefits reduce the account value.  Death benefits are expensed when incurred, net of the account value.

Payable to Subsidiary Trusts

Income Taxes

Under a new tax agreement with AFG that became effective in 2006, GAFRI and its subsidiaries in the tax group will generally pay or recover taxes on a separate company tax return basis.  The tax allocation agreements with AFG have not impacted the recognition of income tax expense and income tax payable in GAFRI's financial statements.  If the AFG tax group utilizes any of GAFRI's net operating losses or deductions that originated prior to GAFRI's entering AFG's consolidated tax group, AFG will pay to GAFRI an amount equal to the benefit received.

Deferred income tax assets and liabilities are determined based on differences between financial reporting and tax basis and are measured using enacted tax rates.  The Company recognizes deferred tax assets if it is more likely than not that a benefit will be realized.  Current and deferred tax assets and liabilities of companies in AFG's consolidated tax group are aggregated with other amounts receivable from or payable to affiliates.

Stock-Based Compensation

Prior to the implementation of SFAS No. 123(R), GAFRI accounted for stock options and other stock-based compensation plans using the intrinsic value method prescribed by Accounting Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued to Employees."  Under this method, no compensation expense for stock option grants was recognized because options were granted at exercise prices equal to the fair value of the shares at the dates of grant.  See Note I - "Stockholders' Equity" for further information on stock options.

Benefit Plans

GAFRI and certain of its subsidiaries provide certain benefits to eligible retirees.  The projected future cost of providing these benefits is expensed over the period the employees earn such benefits.





GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued



Earnings Per Share

Statement of Cash Flows

C.	Discontinued Operations

On June 2, 2006, GAFRI sold Chatham Bars Inn, a resort hotel located on Cape Cod, Massachusetts, for $166 million.  In accordance with SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets", the operating results and the gain on sale of the hotel are included in discontinued operations in the Consolidated Income Statement.  GAFRI sold the Driskill Hotel in October 2005.  The operating results of this hotel have been reclassified as discontinued operations to conform to the current year's presentation.  Balance Sheet amounts prior to the hotel sales have not been reclassified.  A summary of the hotel operations sold follows (in millions):



|                                                            | Three months ended | Nine months ended
|----------------------------------------------------------- | ------------------ | -----------------
|Operations:                                                 | September 30,      | September 30,    
|                                                            | 2006               | 2005             
|Real estate revenues                                        | $ -                | $16.9            
|Real estate expenses                                        | -                  | 12.9             
|Pre-tax earnings (loss)                                     | -                  | 4.0              
|Benefit (provision) for income taxes                        | -                  | (1.3)            
|                                                            |                    |                  
|Net earnings (loss) from discontinued 
    hotel operations | $ -                | $ 2.7            
|                                                            |                    |                  

Included in real estate at December 31, 2005, was GAFRI's investment in Chatham Bars Inn of $38.5 million.  The Company recognized an after-tax gain on the sale of Chatham of approximately $31.6 million ($0.66 per diluted share).

In January 2006, GAFRI sold Great American Life Assurance Company of Puerto Rico ("GA-PR") for $37.5 million in cash.  In connection with the sale, a $7.5 million letter of credit was established to provide for potential liabilities.  Prior to the sale, in December 2005, GA-PR reinsured approximately two-thirds of its in-force business for $60 million.  During 2005, primarily in the fourth quarter, GA-PR paid dividends totaling $100 million to GAFRI.







GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued



GA-PR's results are reflected as discontinued for all periods presented in the Consolidated Income Statement; Balance Sheet amounts prior to the sale have not been reclassified.  The carrying amount of the major classes of GA-PR's assets and liabilities and a summary of the discontinued operations follow (in millions):



|Assets:                                          | December 31, 2005 
|------------------------------------------------ | ------------------
|Cash and investments                             | $207.7            
|Unamortized insurance acquisition costs ("DPAC") | 21.8              
|                                                 |                   
|Liabilities:                                     |                   
|Insurance reserves                               | $181.0            
|                                                 |                   
|Equity excluding unrealized gains                | $ 39.4            
|                                                 |                   
|                                                 | Three months ended
|Operations:                                      | September 30, 2005
|Premiums                                         | $18.6             
|Investment income                                | 2.8               
|Realized gains                                   | 0.1               
|                                                 |                   
|Pre-tax earnings                                 | $ 2.9             
|Benefit for income taxes                         | 0.4               
|Net earnings from discontinued operations        | $ 3.3             
|                                                 |                   

In January 2006, GAFRI recognized an additional pre-tax loss of $0.5 million on the sale of GA-PR, offsetting a like amount of GA-PR earnings recorded prior to the sale.

D.	Acquisitions

On August 7, 2006, GAFRI (parent) acquired all of the outstanding shares of Ceres Group, Inc. for approximately $204 million in cash (excluding $6.7 million of direct transaction costs), using cash on hand and borrowings under its bank line of credit.  Prior to the acquisition, Ceres (through its two primary insurance subsidiaries, Continental General Insurance Company and Central Reserve Life Insurance Company) sold health and life insurance products through two primary business segments and had assets of approximately $770 million at December 31, 2005.  Its senior segment includes Medicare supplement and other senior health, life and annuity products for individuals age 55 and over.  Its medical segment included major medical health insurance for individuals, families, associations and small businesses.

In connection with the acquisition, Ceres' insurance subsidiaries entered into a reinsurance agreement under which all of Ceres' medical business was ceded to an unaffiliated company.  Immediately prior to the completion of the acquisition, half of Ceres' in-force senior business was ceded to an unaffiliated company.  Ceres' insurance subsidiaries received pre-tax ceding commissions totaling $64 million in connection with the reinsurance.  Also prior to the acquisition, the insurance subsidiaries paid dividends totaling $68 million to Ceres.  Following the acquisition, Ceres distributed $60 million to GAFRI.  GAFRI used a portion of the distribution to repay all amounts borrowed under its bank line in connection with the acquisition.  The operating results of Ceres are reflected in the accompanying financial statements since the date of acquisition.

GAFRI believes the acquisition of Ceres strengthens its Medicare Supplement operations by placing GAFRI in the top 10 in the U.S. in terms of Medicare Supplement premiums.  In addition, GAFRI views this acquisition as (i) an effective use of its excess capital, (ii) a source of premium and earnings diversification, and (iii) a means of broadening its distribution capabilities through Ceres' captive agency force.  GAFRI expects the retained Ceres business to generate about $150 million in statutory premiums in 2007.

The acquisition has been accounted for using the purchase method of accounting in accordance with SFAS No. 141, "Business Combinations".  The following table presents the preliminary allocations of the aggregate purchase price for the Ceres acquisition based on their estimated fair values.  Such amounts are subject to change upon finalizing valuations.







GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

The following table summarizes the estimated fair values of assets acquired and liabilities assumed at the date of acquisition (in millions):



|Cash paid to Ceres shareholders                      | $204.4 
|---------------------------------------------------- | -------
|Direct acquisition costs (paid by Ceres)             | 6.7    
|Total purchase price (including costs paid by Ceres) | $211.1 
|                                                     |        
|Allocation of purchase price:                        |        
|Cash and investments                                 | $350.8 
|Present value of future profits acquired ("PVFP")    | 53.5   
|Reinsurance recoverable                              | 409.9  
|Goodwill                                             | 11.9   
|Other assets                                         | 32.0   
|Insurance liabilities                                | (603.0)
|Other liabilities                                    | (44.0) 
|Total purchase price (including costs paid by Ceres) | $211.1 
|                                                     |        

Pro forma results of operations for the three and nine months ended September 30, 2006, assuming the acquisition of Ceres had taken place at the beginning of 2006, would not differ significantly from actual reported results.

In January 2006, GALIC acquired, through a reinsurance transaction, the fixed annuity block written by Old Standard Life Insurance Company.  As part of the assets received in the reinsurance transaction, GALIC also acquired the stock of Old West Annuity and Life Insurance Company.  In total, the transaction resulted in an increase of approximately $280 million in both annuity benefits accumulated and cash and investments, including a payment (negative ceding commission) from the seller of approximately $9 million.

E.	Segments of Operations

GAFRI manages its business as four segments: (i) annuity operations; (ii) supplemental insurance; (iii) life operations; and (iv) corporate and other, which include holding company assets and costs as well as interest and other debt expenses.

Revenue from GAFRI's annuity operations consists primarily of investment income as well as operating revenues from its real estate investments.  GAFRI's annuity products are sold through independent agents to employees of primary and secondary educational institutions and in the non-qualified markets.  GAFRI is engaged in a variety of real estate operations including hotels and marinas.

GAFRI's supplemental insurance businesses (United Teacher Associates Insurance Company ("UTA"), Loyal American Life Insurance Company, Continental General Insurance Company and Central Reserve Life Insurance Company) primarily offer a variety of Medicare Supplement and limited benefit policies to supplement primary health insurance and other insurance coverage.  These products are offered primarily through independent agents.

Traditional term and universal life insurance products had been marketed through national marketing organizations.  In 2004, GAFRI suspended new sales of these life insurance products due to inadequate volume and returns.  The Company continues to service its in-force block of these policies.

"Corporate and other" consists primarily of GAFRI (parent) and AAG Holding (intermediate holding company) and includes interest expense.





GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

The following table shows (in millions) GAFRI's revenues and operating profit by significant business segment.



|                                                                         | Three months ended September 30, | Nine months ended September 30,
|------------------------------------------------------------------------ | -------------------------------- | -------------------------------
|                                                                        
|                                                                         | 2006                             | 2005                           
|Revenues                                                                 |                                  |                                
|Fixed annuity operations                                                 | $131.4                           | $120.9                         
|Variable annuity operations                                              | 5.7                              | 5.7                            
|Real estate operations                                                   | 9.7                              | 7.2                            
|Total annuity operations                                                 | 146.8                            | 133.8                          
|                                                                         |                                  |                                
|Supplemental insurance operations                                        | 107.1                            | 77.0                           
|Life operations                                                          | 17.5                             | 18.8                           
|Corporate and other                                                      | 3.4                              | 3.0                            
|Total operating revenues                                                 | 274.8                            | 232.6                          
|                                                                         |                                  |                                
|Realized gains (losses)                                                  | (3.0)                            | 3.4                            
|Total revenues per income statement                                      | $271.8                           | $236.0                         
|                                                                         |                                  |                                
|Operating profit - pre-tax                                               |                                  |                                
|Fixed annuity operations                                                 | $ 23.7                           | $ 23.6                         
|Variable annuity operations                                              | 0.7                              | 0.6                            
|Real estate operations:                                                  |                                  |                                
|Operating cash flow                                                      | 2.7                              | 1.8                            
|Depreciation and other                                                   | (1.5)                            | (1.2)                          
|Total annuity operations                                                 | 25.6                             | 24.8                           
|                                                                         |                                  |                                
|Supplemental insurance operations                                        | 12.7(2)                          | 6.6                            
|Life operations                                                          | 1.9                              | 1.7                            
|Corporate and other:                                                     |                                  |                                
|Interest and other debt expenses                                         | (5.6)                            | (7.1)                          
|Other                                                                    | (1.1)                            | (9.6)(3)                       
|Pre-tax earnings from continuing
        operations                      | 33.5                             | 16.4                           
|                                                                         |                                  |                                
|Realized gains (losses)                                                  | (3.0)                            | 3.4                            
|Total operating earnings before 
      income taxes per income statement | $  30.5                          | $ 19.8                         



---

1. Year-to-date 2006 amount includes $4.9 million of income resulting from a March 2006 payment received from Palm Beach County, Florida in exchange for the imposition of certain limitations on future development of a marina owned by the Company.
2. Includes $3.4 million reduction in Medicare supplement IBNR reserves due to favorable claim development in that line of business.
3. Includes pre-tax charge of $9.5 million related to environmental liabilities at the Company's former manufacturing operations.

F.	Mortgage Loans on Real Estate

Included in mortgage loans at September 30, 2006 is an $86 million mortgage loan issued in connection with the sale of Chatham Bars Inn.







GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued



G.	Unamortized Insurance Acquisition Costs

Unamortized insurance acquisition costs consisted of the following (in millions):



|                                           | September 30, | December 31,
|------------------------------------------ | ------------- | ------------
|                                           | 2006          | 2005        
|                                           |              
|Deferred policy acquisition costs ("DPAC") | $718.0        | $726.1      
|Sales inducements                          | 87.1          | 73.0        
|Unrealized DPAC adjustment*                | 1.4           | (17.3)      
|PVFP                                       | 94.4          | 54.1        
|                                           | $900.9        | $835.9      



---

*Reflects the change in DPAC assuming the unrealized gains or losses on securities had actually been realized.  See Note B - "Accounting Policies."

The decrease in DPAC reflects the January 2006 sale of GA-PR.  The increase in PVFP reflects the acquisition of Ceres, partially offset by the sale of GA-PR.  The PVFP amounts in the table above are net of $67.5 million and $82.5 million of accumulated amortization at September 30, 2006 and December 31, 2005, respectively.  Amortization of the PVFP was $2.8 million in the third quarter of 2006 and $6.0 million in the first nine months of 2006 compared to $1.3 million in the third quarter of 2005 and $6.4 million in the first nine months of 2005.

H.	Long-Term Debt

Long-term debt consisted of the following (in millions):



|                                                  | September 30, | December 31,
|------------------------------------------------- | ------------- | ------------
|                                                  | 2006          | 2005        
|                                                  |              
|Direct obligations of GAFRI                       | $  0.8        | $  1.0      
|Obligations of AAG Holding (guaranteed by GAFRI): |               |             
|7-1/2% Senior Debentures due 2033                 | 112.5         | 112.5       
|6-7/8% Senior Notes due 2008                      | 33.6          | 100.0       
|7-1/4% Senior Debentures due 2034                 | 86.3          | 86.3        
|                                                  | 233.2         | 299.8       



|Payable to Subsidiary Trusts:                       |        |       
|--------------------------------------------------- | ------ | ------
|AAG Holding 8-7/8% Subordinated Debentures due 2027 | 22.0   | 22.0  
|AAG Holding 7.35% Subordinated Debentures due 2033  | 20.0   | 20.0  
|                                                    | 42.0   | 42.0  
|                                                    | $275.2 | $341.8



To achieve a desired balance between fixed and variable rate debt, GAFRI entered into interest rate swaps which effectively convert its 6-7/8% Senior Notes to a floating rate of 3-month LIBOR plus 2.9% (effective rate of approximately 8.3% and 7.4% at September 30, 2006 and December 31, 2005, respectively).

In the first nine months of 2006, GAFRI repurchased $66.4 million principal amount of its 6-7/8% Senior Notes for $68.7 million in cash.  In connection with the repurchase, GAFRI paid an additional $2.0 million to effectively terminate the portion of the interest rate swap that covered the repurchased debt; the cost to terminate the portion of the swap is included in the loss on retirement of debt in the Consolidated Income Statement.

In March 2006, the Company replaced its existing $165 million bank credit agreement with a new $500 million five-year revolving credit facility shared with AFG. Under terms of the new agreement, GAFRI may borrow up to $175 million with the ability to borrow up to $200 million, conditioned on AFG not borrowing in excess of $300 million.  AFG has agreed with GAFRI not to borrow more than $325 million under the credit facility and has agreed to guarantee amounts borrowed by GAFRI.  Amounts borrowed bear interest at rates ranging from 0.5% to 1.25% over LIBOR based on AFG's credit rating.  No amounts were borrowed under these agreements at September 30, 2006 or December 31, 2005.







GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

At September 30, 2006, GAFRI had virtually no scheduled principal payments on debt for the next five years other than AAG Holding's Senior Notes due in 2008.



I.	Stockholders' Equity

At September 30, 2006, there were 6.5 million shares of GAFRI Common Stock reserved for issuance under GAFRI's stock option plans.  As of that date, options for 3.7 million shares were outstanding.  Under these plans, the exercise price of each option equals the market price of GAFRI Common Stock at the date of grant.  Options generally become exercisable at the rate of 20% per year commencing one year after grant.  Options generally expire ten years after the date of grant.  In the first nine months of 2006, 284,503 shares of Common Stock were issued upon the exercise of stock options.  In connection with certain of these exercises, 30,653 shares were delivered as payment of the exercise price and these shares were retired.  Data for stock options issued under GAFRI's stock option plans is presented below:



|                                                    | Shares    | Average 
Exercise Price | Average
Remaining
ContractualTerm | Aggregate 
Intrinsic 
    Value (in millions)
|--------------------------------------------------- | --------- | ----------------------- | --------------------------------- | ---------------------------------------------
|Outstanding at January 1, 2006                      | 3,351,755 | $17.12                  |                                   |                                              
|                                                    |           |                         |                                   |                                              
|Granted                                             | 683,533   | $19.42                  |                                   |                                              
|Exercised                                           | (284,503) | $15.03                  |                                   |                                              
|Forfeited/Cancelled                                 | (90,425)  | $19.33                  |                                   |                                              
|Outstanding at September 30, 2006                   | 3,660,360 | $17.66                  | 5.9 years                         | $12.7                                        
|                                                    |           |                         |                                   |                                              
|Options exercisable September 30, 2006              | 2,218,000 | $17.87                  | 4.5 years                         | $7.5                                         
|                                                    |           |                         |                                   |                                              
|Options available for grant at
  September 30, 2006 | 2,879,046 |                         |                                   |                                              
|                                                    |           |                         |                                   |                                              

The total intrinsic value of options exercised during the first nine months of 2006 and 2005 was $1.5 million and $2.6 million, respectively.  During the first nine months of 2006, GAFRI received $3.6 million from the exercise of stock options.  The total tax benefit realized from the exercises was $0.4 million.

GAFRI uses the Black-Scholes option-pricing model to calculate the fair value of its option grants.  Expected volatility is based on historical volatility (after consideration of other factors).  Beginning with grants made in 2006, GAFRI calculates historical volatility using daily prices.  GAFRI began using the SEC's simplified method of calculating expected term with its 2006 grants.  The fair value of options granted in the first nine months of 2006 and 2005 was $6.50 per share and $5.24 per share, respectively, based on the following assumptions: dividend yield of less than 1%; expected volatility of 20%; risk-free interest rate of 4.6% in 2006 and 4.3% in 2005; and expected option life of 6.5 years for 2006 and 7.5 years for 2005.

GAFRI's total stock compensation expense for the third quarter and first nine months of 2006 was $0.6 million and $1.7 million, respectively.  Related tax benefits totaled $0.1 million for the third quarter and $0.3 million for the nine months.  As of September 30, 2006, there was a total of $6.2 million of total unrecognized compensation expense related to nonvested stock options granted under GAFRI's plan.  That cost is expected to be recognized over a weighted average of 3.5 years.





GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

The following table illustrates the effect on net income (in millions) and earnings per share, had compensation cost been recognized and determined based on the "fair values" at grant dates consistent with the method used beginning in 2006.



|                                           | Three months ended September 30, 2005 | Nine months ended September 30, 2005
|------------------------------------------ | ------------------------------------- | ------------------------------------
|                                           |                                       |                                     
|Net income, as reported                    | $18.8                                 | $62.3                               
|Pro forma stock option expense, net of tax | (0.4)                                 | (1.2)                               
|                                           |                                       |                                     
|Adjusted net income                        | $18.4                                 | $61.1                               
|                                           |                                       |                                     
|Earnings per share (as reported):          |                                       |                                     
|Basic                                      | $0.40                                 | $1.32                               
|Diluted                                    | $0.39                                 | $1.31                               
|                                           |                                       |                                     
|Earnings per share (adjusted):             |                                       |                                     
|Basic                                      | $0.39                                 | $1.30                               
|Diluted                                    | $0.38                                 | $1.29                               

The Company is authorized to issue 25,000,000 shares of Preferred Stock, par value $1.00 per share.



J.	Contingencies

There have been no significant changes to the matters discussed and referred to in Note N - "Contingencies" of GAFRI's Annual Report on Form 10-K for 2005.



K.	Additional Information

Statutory Information



|                                | September 30, | December 31,
|------------------------------- | ------------- | ------------
|                                | 2006          | 2005        
|Capital and surplus             | $606.3        | $638.0      
|Asset valuation reserve         | 86.3          | 84.6        
|Interest maintenance reserve    | -             | 10.1        
|                                |               |             
|Nine months ended September 30,
|                                | 2006          | 2005        
|Pre-tax income from operations  | $ 65.1        | $82.5       
|Net income                      | 109.3         | 62.0        

The maximum amount of dividends payable by GALIC in 2006 without prior regulatory approval is $148 million.  In the first nine months of 2006, GALIC paid $147.7 million in dividends to GAFRI.

Variable Annuities







GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued



|Condensed Consolidating InformationGAFRI has guaranteed all of the outstanding debt of AAG Holding.  Condensed (unaudited) consolidating financial statements for GAFRI are as follows:
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



CONDENSED CONSOLIDATING BALANCE SHEET

(In millions)







|                                                     |          | AAG      | ALL OTHER | CONS       |          
|---------------------------------------------------- | -------- | -------- | --------- | ---------- | ---------
|SEPTEMBER 30, 2006                                   | GAFRI    | HOLDING  | SUBS      | ENTRIES    | CONS     
|                                                     |          |          |           |            |          
|Assets                                               |          |          |           |            |          
|Cash and investments                                 | $   33.2 | $      - | $10,430.1 | ($   0.1)  | $10,463.2
|Investment in subsidiaries                           | 968.8    | 1,219.5  | 24.2      | (2,212.5)  | -        
|Notes receivable from subs                           | 102.4    | -        | -         | (102.4)    | -        
|Unamortized insurance acquisition 
    costs         | -        | -        | 900.9     | -          | 900.9    
|Other assets                                         | 24.6     | 7.5      | 884.1     | 38.8       | 955.0    
|Variable annuity assets 
    (separate accounts)     | -        | -        | 663.5     | -          | 663.5    
|                                                     | $1,129.0 | $1,227.0 | $12,902.8 | ($2,276.2) | $12,982.6
|                                                     |          |          |           |            |          
|Liabilities and Stockholders' Equity                 |          |          |           |            |          
|Insurance liabilities                                | $     -  | $     -  | $10,688.1 | ($    5.1) | $10,683.0
|Notes payable to GAFRI                               | -        | 102.4    | -         | (102.4)    | -        
|Other long-term debt                                 | 0.9      | 396.7    | -         | (122.4)    | 275.2    
|Other liabilities                                    | 82.8     | 11.4     | 230.6     | (9.2)      | 315.6    
|Variable annuity liabilities
    (separate accounts) | -        | -        | 663.5     | -          | 663.5    
|                                                     | 83.7     | 510.5    | 11,582.2  | (239.1)    | 11,937.3 
|                                                     |          |          |           |            |          
|                                                     |          |          |           |            |          
|Total stockholders' equity                           | 1,045.3  | 716.5    | 1,320.6   | (2,037.1)  | 1,045.3  
|                                                     | $1,129.0 | $1,227.0 | $12,902.8 | ($2,276.2) | $12,982.6





|                                                     |          |          |           |            |          
|---------------------------------------------------- | -------- | -------- | --------- | ---------- | ---------
|DECEMBER 31, 2005                                    |          |          |           |            |          
|                                                     |          |          |           |            |          
|Assets                                               |          |          |           |            |          
|Cash and investments                                 | $   64.6 | $    0.3 | $ 9,898.2 | $     -    | $ 9,963.1
|Investment in subsidiaries                           | 894.2    | 1,312.8  | 24.8      | (2,231.8)  | -        
|Notes receivable from subs                           | 104.3    | -        | -         | (104.3)    | -        
|Unamortized insurance acquisition 
    costs         | -        | -        | 835.9     | -          | 835.9    
|Other assets                                         | 23.4     | 7.3      | 405.1     | 43.7       | 479.5    
|Variable annuity assets 
    (separate accounts)     | -        | -        | 643.5     | -          | 643.5    
|                                                     | $1,086.5 | $1,320.4 | $11,807.5 | ($2,292.4) | $11,922.0
|                                                     |          |          |           |            |          
|Liabilities and Stockholders' Equity                 |          |          |           |            |          
|Insurance liabilities                                | $     -  | $     -  | $ 9,628.4 | ($    4.9) | $ 9,623.5
|Notes payable to GAFRI                               | -        | 102.4    | 1.9       | (104.3)    | -        
|Other long-term debt                                 | 1.0      | 396.7    | -         | (55.9)     | 341.8    
|Other liabilities                                    | 78.8     | 7.6      | 222.9     | (2.8)      | 306.5    
|Variable annuity liabilities
    (separate accounts) | -        | -        | 643.5     | -          | 643.5    
|                                                     | 79.8     | 506.7    | 10,496.7  | (167.9)    | 10,915.3 
|                                                     |          |          |           |            |          
|Total stockholders' equity                           | 1,006.7  | 813.7    | 1,310.8   | (2,124.5)  | 1,006.7  
|                                                     | $1,086.5 | $1,320.4 | $11,807.5 | ($2,292.4) | $11,922.0
|                                                     |          |          |           |            |          





GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

CONDENSED CONSOLIDATING INCOME STATEMENT

(In millions)







|FOR THE THREE MONTHS ENDED              |       | AAG     | ALL OTHER | CONS     |       
|--------------------------------------- | ----- | ------- | --------- | -------- | ------
|SEPTEMBER 30, 2006                      | GAFRI | HOLDING | SUBS      | ENTRIES  | CONS  
|                                        |       |         |           |          |       
|Revenues:                               |       |         |           |          |       
|Life, accident and health premiums      | $  -  | $  -    | $ 91.7    | $   -    | $ 91.7
|Net investment income and other revenue | 8.1   | (0.1)   | 176.9     | (4.8)    | 180.1 
|Equity in earnings of subsidiaries      | 25.0  | 34.5    | -         | (59.5)   | -     
|                                        | 33.1  | 34.4    | 268.6     | (64.3)   | 271.8 
|                                        |       |         |           |          |       
|Costs and Expenses:                     |       |         |           |          |       
|Insurance benefits and expenses         | -     | -       | 195.7     | -        | 195.7 
|Interest and debt expenses              | 0.1   | 10.3    | -         | (4.8)    | 5.6   
|Other expenses                          | 2.5   | 2.3     | 35.2      | -        | 40.0  
|                                        | 2.6   | 12.6    | 230.9     | (4.8)    | 241.3 
|                                        |       |         |           |          |       
|Earnings before income taxes            | 30.5  | 21.8    | 37.7      | (59.5)   | 30.5  
|Provision for income taxes              | 10.7  | 7.6     | 13.2      | (20.8)   | 10.7  
|                                        |       |         |           |          |       
|Net income                              | $19.8 | $14.2   | $ 24.5    | ($ 38.7) | $ 19.8







|FOR THE NINE MONTHS ENDED                           |       |       |        |          |       
|--------------------------------------------------- | ----- | ----- | ------ | -------- | ------
|SEPTEMBER 30, 2006                                  |       |       |        |          |       
|                                                    |       |       |        |          |       
|Revenues:                                           |       |       |        |          |       
|Life, accident and health premiums                  | $  -  | $  -  | $243.7 | $   -    | $243.7
|Net investment income and other revenue             | 21.2  | (2.2) | 509.6  | (13.5)   | 515.1 
|Equity in earnings of subsidiaries                  | 64.8  | 148.1 | -      | (212.9)  | -     
|                                                    | 86.0  | 145.9 | 753.3  | (226.4)  | 758.8 
|                                                    |       |       |        |          |       
|Costs and Expenses:                                 |       |       |        |          |       
|Insurance benefits and expenses                     | -     | -     | 555.7  | -        | 555.7 
|Interest and debt expenses                          | 0.1   | 31.0  | -      | (13.6)   | 17.5  
|Other expenses                                      | 7.5   | 6.6   | 93.1   | -        | 107.2 
|                                                    | 7.6   | 37.6  | 648.8  | (13.6)   | 680.4 
|                                                    |       |       |        |          |       
|Earnings before income taxes                        | 78.4  | 108.3 | 104.5  | (212.8)  | 78.4  
|Provision for income taxes                          | 27.4  | 38.0  | 36.6   | (74.6)   | 27.4  
|                                                    |       |       |        |          |       
|Income from continuing operations                   | 51.0  | 70.3  | 67.9   | (138.2)  | 51.0  
|Discontinued hotel operations, net of tax           | (0.6) | -     | (0.6)  | 0.6      | (0.6) 
|Gain on sale of discontinued hotel, 
    net of tax | 31.6  | -     | 31.6   | (31.6)   | 31.6  
|                                                    |       |       |        |          |       
|Net income                                          | $82.0 | $70.3 | $ 98.9 | ($169.2) | $ 82.0





GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

CONDENSED CONSOLIDATING INCOME STATEMENT

(In millions)







|FOR THE THREE MONTHS ENDED                |       | AAG     | ALL OTHER | CONS     |       
|----------------------------------------- | ----- | ------- | --------- | -------- | ------
|SEPTEMBER 30, 2005                        | GAFRI | HOLDING | SUBS      | ENTRIES  | CONS  
|                                          |       |         |           |          |       
|Revenues:                                 |       |         |           |          |       
|Life, accident and health premiums        | $  -  | $   -   | $ 73.2    | $   -    | $ 73.2
|Net investment income and other revenue   | 5.3   | -       | 160.5     | (3.0)    | 162.8 
|Equity in earnings of subsidiaries        | 26.0  | 41.5    | -         | (67.5)   | -     
|                                          | 31.3  | 41.5    | 233.7     | (70.5)   | 236.0 
|                                          |       |         |           |          |       
|Costs and Expenses:                       |       |         |           |          |       
|Insurance benefits and expenses           | -     | -       | 170.2     | -        | 170.2 
|Interest and debt expenses                | 0.1   | 10.3    | -         | (3.3)    | 7.1   
|Other expenses                            | 11.4  | 1.5     | 26.0      | -        | 38.9  
|                                          | 11.5  | 11.8    | 196.2     | (3.3)    | 216.2 
|                                          |       |         |           |          |       
|Earnings before income taxes              | 19.8  | 29.7    | 37.5      | (67.2)   | 19.8  
|Provision for income taxes                | 7.0   | 10.3    | 13.0      | (23.3)   | 7.0   
|                                          |       |         |           |          |       
|Income from continuing operations         | 12.8  | 19.4    | 24.5      | (43.9)   | 12.8  
|Discontinued Puerto Rican operations, net | 3.3   | -       | 3.3       | (3.3)    | 3.3   
|Discontinued hotel operations, net of tax | 2.7   | -       | 2.7       | (2.7)    | 2.7   
|                                          |       |         |           |          |       
|Net income                                | $18.8 | $ 19.4  | $ 30.5    | ($ 49.9) | $ 18.8





|                                          |       |        |        |          |       
|----------------------------------------- | ----- | ------ | ------ | -------- | ------
|FOR THE NINE MONTHS ENDED                 |       |        |        |          |       
|SEPTEMBER 30, 2005                        |       |        |        |          |       
|                                          |       |        |        |          |       
|Revenues:                                 |       |        |        |          |       
|Life, accident and health premiums        | $  -  | $   -  | $220.3 | $   -    | $220.3
|Net investment income and other revenue   | 15.4  | -      | 477.5  | (9.1)    | 483.8 
|Equity in earnings of subsidiaries        | 68.5  | 107.8  | -      | (176.3)  | -     
|                                          | 83.9  | 107.8  | 697.8  | (185.4)  | 704.1 
|                                          |       |        |        |          |       
|Costs and Expenses:                       |       |        |        |          |       
|Insurance benefits and expenses           | -     | -      | 512.0  | -        | 512.0 
|Interest and debt expenses                | 0.1   | 30.5   | -      | (9.7)    | 20.9  
|Other expenses                            | 15.9  | 4.5    | 82.9   | -        | 103.3 
|                                          | 16.0  | 35.0   | 594.9  | (9.7)    | 636.2 
|                                          |       |        |        |          |       
|Earnings before income taxes              | 67.9  | 72.8   | 102.9  | (175.7)  | 67.9  
|Provision for income taxes                | 23.6  | 25.2   | 35.4   | (60.6)   | 23.6  
|                                          |       |        |        |          |       
|Income from continuing operations         | 44.3  | 47.6   | 67.5   | (115.1)  | 44.3  
|Discontinued Puerto Rican operations, net | 14.5  | -      | 14.5   | (14.5)   | 14.5  
|Discontinued hotel operations, net of tax | 3.5   | -      | 3.5    | (3.5)    | 3.5   
|                                          |       |        |        |          |       
|Net income                                | $62.3 | $ 47.6 | $ 85.5 | ($133.1) | $ 62.3
|                                          |       |        |        |          |       
|                                          |       |        |        |          |       





GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

(In millions)





|FOR THE NINE MONTHS ENDED                                        |         | AAG     | ALL OTHER | CONS     |          
|---------------------------------------------------------------- | ------- | ------- | --------- | -------- | ---------
|SEPTEMBER 30, 2006                                               | GAFRI   | HOLDING | SUBS      | ENTRIES  | CONS     
|                                                                 |         |         |           |          |          
|Cash Flows from Operating Activities:                            |         |         |           |          |          
|Net income                                                       | $ 82.0  | $ 70.3  | $   98.9  | ($169.2) | $   82.0 
|Adjustments:                                                     |         |         |           |          |          
|Equity in net earnings of
      subsidiaries and affiliates      | (73.5)  | (96.3)  | -         | 169.8    | -        
|Increase in life, accident and health
      reserves             | -       | -       | 15.4      | -        | 15.4     
|Benefits to annuity policyholders                                | -       | -       | 255.1     | -        | 255.1    
|Amortization of insurance acquisition costs                      | -       | -       | 76.1      | -        | 76.1     
|Depreciation and amortization                                    | 2.9     | 1.3     | 5.4       | -        | 9.6      
|Realized losses on investments                                   | 1.4     | -       | 5.7       | 0.3      | 7.4      
|Gain on sale of discontinued hotel                               | -       | -       | (48.7)    | -        | (48.7)   
|Realized loss on retirement of debt                              | 2.2     | 2.2     | -         | -        | 4.4      
|Net trading portfolio activity                                   | -       | -       | (10.8)    | -        | (10.8)   
|Increase in insurance acquisition costs                          | -       | -       | (114.6)   | -        | (114.6)  
|Increase in reinsurance recoverable                              | -       | -       | (47.6)    | -        | (47.6)   
|Decrease (increase) in other assets                              | (0.4)   | (0.2)   | 9.3       | -        | 8.7      
|Increase (decrease) in other liabilities                         | 0.7     | 6.1     | (5.6)     | -        | 1.2      
|Increase (decrease) in payable to
      affiliates, net          | 6.1     | (2.3)   | (6.8)     | -        | (3.0)    
|Capital contribution from parent (to
      subsidiary)           | (92.6)  | 92.6    | -         | -        | -        
|Dividends from subsidiaries(to parent)                           | 271.7   | (63.7)  | (208.0)   | -        | -        
|Other, net                                                       | (0.4)   | (8.4)   | 13.4      | (0.9)    | 3.7      
|                                                                 | 200.1   | 1.6     | 37.2      | -        | 238.9    
|                                                                 |         |         |           |          |          
|Cash Flows from Investing Activities:                            |         |         |           |          |          
|Purchases of investments and other assets                        | -       | -       | (1,379.2) | -        | (1,379.2)
|Purchase of subsidiary                                           | (204.4) | -       | -         | -        | (204.4)  
|Proceeds received from sale of Puerto Rican 
    operations, net | 37.5    | -       | (10.3)    | -        | 27.2     
|Maturities and redemptions of fixed 
    maturity investments    | 1.2     | -       | 361.0     | -        | 362.2    
|Cash and short-term investments of businesses
    acquired, net  | -       | -       | 217.8     | -        | 217.8    
|Sales of investments and other assets                            | 37.0    | -       | 1,112.7   | -        | 1,149.7  
|Increase in policy loans                                         | -       | -       | (7.8)     | -        | (7.8)    
|                                                                 | (128.7) | -       | 294.2     | -        | 165.5    
|                                                                 |         |         |           |          |          
|Cash Flows from Financing Activities:                            |         |         |           |          |          
|Fixed annuity receipts                                           | -       | -       | 914.3     | -        | 914.3    
|Annuity surrenders, benefits and withdrawals                     | -       | -       | (898.6)   | -        | (898.6)  
|Net transfers from variable annuity assets                       | -       | -       | 17.8      | -        | 17.8     
|Additions to long-term debt                                      | -       | 65.0    | -         | -        | 65.0     
|Reductions of long-term debt                                     | (68.9)  | (66.9)  | (5.5)     | -        | (141.3)  
|Issuance of Common Stock                                         | 4.0     | -       | -         | -        | 4.0      
|Retirement of Common Stock                                       | (0.9)   | -       | -         | -        | (0.9)    
|                                                                 | (65.8)  | (1.9)   | 28.0      | -        | (39.7)   
|                                                                 |         |         |           |          |          
|Net increase in cash and short-term   investments                | 5.6     | (0.3)   | 359.4     | -        | 364.7    
|Beginning cash and short-term investments                        | 7.9     | 0.3     | 146.1     | -        | 154.3    
|                                                                 |         |         |           |          |          
|Ending cash and short-term investments                           | $ 13.5  | $  -    | $  505.5  | $  -     | $  519.0 





GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

(In millions)



|FOR THE NINE MONTHS ENDED                                     |        | AAG     | ALL OTHER | CONS     |          
|------------------------------------------------------------- | ------ | ------- | --------- | -------- | ---------
|SEPTEMBER 30, 2005                                            | GAFRI  | HOLDING | SUBS      | ENTRIES  | CONS     
|                                                              |        |         |           |          |          
|Cash Flows from Operating Activities:                         |        |         |           |          |          
|Net income                                                    | $62.3  | $47.6   | $ 85.5    | ($133.1) | $ 62.3   
|Adjustments:                                                  |        |         |           |          |          
|Equity in net earnings of
      subsidiaries and affiliates   | (62.7) | (70.7)  | -         | 133.4    | -        
|Increase in life, accident and health
      reserves          | -      | -       | 50.0      | -        | 50.0     
|Benefits to annuity policyholders                             | -      | -       | 246.5     | -        | 246.5    
|Amortization of insurance acquisition costs                   | -      | -       | 77.2      | -        | 77.2     
|Depreciation and amortization                                 | -      | 1.5     | 23.1      | -        | 24.6     
|Realized gains on investments                                 | -      | -       | (9.7)     | -        | (9.7)    
|Net trading portfolio activity                                | -      | -       | 11.7      | -        | 11.7     
|Increase in insurance acquisition costs                       | -      | -       | (94.0)    | -        | (94.0)   
|Decrease in reinsurance recoverable                           | -      | -       | 0.9       | -        | 0.9      
|Decrease (increase) in other assets                           | (3.3)  | 0.6     | 6.6       | -        | 3.9      
|Increase in other liabilities                                 | 4.4    | 3.8     | 2.8       | -        | 11.0     
|Increase (decrease) in payable to
      affiliates, net       | 3.1    | (0.9)   | 15.1      | -        | 17.3     
|Capital contribution from parent (to
      subsidiary)        | (63.6) | 48.6    | 15.0      | -        | -        
|Dividends from subsidiaries(to parent)                        | 74.4   | (29.4)  | (45.0)    | -        | -        
|Other, net                                                    | 0.9    | (0.4)   | (0.7)     | (0.3)    | (0.5)    
|                                                              | 15.5   | 0.7     | 385.0     | -        | 401.2    
|                                                              |        |         |           |          |          
|Cash Flows from Investing Activities:                         |        |         |           |          |          
|Purchases of investments and other assets                     | -      | -       | (1,707.1) | -        | (1,707.1)
|Maturities and redemptions of fixed 
    maturity investments | -      | -       | 518.9     | -        | 518.9    
|Sales of investments and other assets                         | -      | -       | 841.7     | -        | 841.7    
|Increase in policy loans                                      | -      | -       | (5.4)     | -        | (5.4)    
|                                                              | -      | -       | (351.9)   | -        | (351.9)  
|                                                              |        |         |           |          |          
|Cash Flows from Financing Activities:                         |        |         |           |          |          
|Fixed annuity receipts                                        | -      | -       | 632.5     | -        | 632.5    
|Annuity surrenders, benefits and withdrawals                  | -      | -       | (688.4)   | -        | (688.4)  
|Net transfers from variable annuity assets                    | -      | -       | 10.1      | -        | 10.1     
|Reductions of notes payable                                   | (0.1)  | -       | -         | -        | (0.1)    
|Issuance of Common Stock                                      | 1.9    | -       | -         | -        | 1.9      
|Retirement of Common Stock                                    | (2.5)  | -       | -         | -        | (2.5)    
|                                                              | (0.7)  | -       | (45.8)    | -        | (46.5)   
|                                                              |        |         |           |          |          
|Net increase in cash and 
  short-term investments            | 14.8   | 0.7     | (12.7)    | -        | 2.8      
|Beginning cash and short-term investments                     | 1.0    | -       | 169.2     | -        | 170.2    
|                                                              |        |         |           |          |          
|Ending cash and short-term investments                        | $15.8  | $ 0.7   | $156.5    | $  -     | $173.0   
|                                                              |        |         |           |          |          





GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q



ITEM 2



Management's Discussion and Analysis

of Financial Condition and Results of Operations



---

|Index to MD&A                  
|-------------------------------
|                               
|Page                           
|Forward-Looking Statements     
|General                        
|Overview                       
|Critical Accounting Policies   
|Liquidity and Capital Resources
|Ratios                         
|Sources and Uses of Funds      
|Independent Ratings            
|Investments                    



---

FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements.  Some of the forward-looking statements can be identified by the use of forward-looking words such as "anticipates", "believes", "expects", "estimates", "intends", "plans", "seeks", "could", "may", "should", "will" or the negative version of those words or other comparable terminology.  Such forward-looking statements relate to: expectations concerning market and other conditions and their effect on future premiums, revenues, earning and investment activities; recoverability of asset values; mortality and the adequacy of reserves for environmental pollution.

Actual results could differ materially from those contained in or implied by such forward-looking statements for a variety of factors including:

- changes in economic conditions, including interest rates, performance of securities markets, and the availability of capital;
- trends in persistency, mortality and morbidity;
- regulatory actions;
- changes in regulatory and legal environments;
- tax law changes;
- changes in laws governing retirement savings vehicles;
- cost of environmental clean-up at former manufacturing sites operated by the Company's predecessor;
- availability of reinsurance and ability of reinsurers to pay their obligations;
- acquisitions;
- competitive pressures; and
- changes in debt and claims paying ratings.

Forward-looking statements included in this Form 10-Q are made only as of the date of this report and under Section 27A of the Securities Act and Section 21E of the Exchange Act of 1934; we do not have any obligation to update any forward-looking statement to reflect subsequent events or circumstances.



GENERAL

Great American Financial Resources, Inc. ("GAFRI" or "the Company") and its subsidiary, AAG Holding Company, Inc., are organized as holding companies with nearly all of their operations being conducted by their subsidiaries.  These companies, however, have continuing expenditures for administrative expenses, corporate services and for the payment of interest and principal on borrowings and stockholder dividends.







GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q



Management's Discussion and Analysis

of Financial Condition and Results of Operations - Continued

OVERVIEW

Financial Condition

Over the last several years, GAFRI has significantly strengthened its capital and liquidity.  Since December 31, 2002, stockholders' equity (excluding unrealized gains and losses on fixed maturities) has grown more than $348 million (51%) to $1.0 billion and its debt to total capital decreased from more than 36% to 21%; in addition, the adjusted capital of GAFRI's largest insurance subsidiary increased nearly $220 million (45%) to $704 million.

Results of Operations

Through the operations of its insurance subsidiaries, GAFRI is engaged in the sale of retirement annuities and various forms of Medicare supplement and other supplemental insurance products.

GAFRI's net income for the third quarter of 2006 was $19.8 million ($0.41 per diluted share) compared to $18.8 million ($0.39 per diluted share) for the same period in 2005.  The increase reflects improved results in each of the Company's lines of business, including results of acquisitions and a $3.4 million reduction of supplemental insurance IBNR reserves in the Medicare supplement business of GAFRI's subsidiary, United Teacher Associates ("UTA"); in addition, 2005 net income included a third quarter environmental charge of $9.5 million relating to the Company's former manufacturing operations.  These items were partially offset by realized investment losses in 2006 compared to gains in 2005, and the impact of selling Great American Life Assurance Company of Puerto Rico ("GA-PR") in January 2006 and Chatham Bars Inn in June 2006 (See Note C - "Discontinued Operations").

GAFRI's net income for the first nine months of 2006 was $82.0 million ($1.71 per diluted share), compared to $62.3 million ($1.31 per diluted share) for the same period in 2005.  The improvements in 2006 reflect (i) a $31.6 million after-tax gain on the sale of Chatham; (ii) improvements in GAFRI's fixed annuity operations resulting primarily from the January 2006 acquisition of an annuity block of business and higher real estate income; and (iii) higher earnings in GAFRI's runoff life operations resulting from an improvement in mortality experience and lower expenses.  As mentioned above, results for 2005 reflected a third quarter environmental charge of $9.5 million relating to the Company's former manufacturing operations.  These items were partially offset by (i) a decrease in supplemental insurance operations earnings in the first half of 2006, which resulted from the effects of lower first year premiums, higher lapses and higher loss experience at UTA; (ii) realized investment losses in 2006 compared to gains in 2005, (iii) loss on the retirement of debt; and (iv) the impact of selling GA-PR in January 2006 and Chatham in June 2006.

CRITICAL ACCOUNTING POLICIES

Significant accounting policies are described in Note B to the financial statements.  The preparation of financial statements requires management to make estimates and assumptions that can have a significant effect on amounts reported in the financial statements.  As more information becomes known, these estimates and assumptions could change and thus impact amounts reported in the future.

Management believes that the following items are the areas where the degree of judgment required in determining amounts recorded in the financial statements make the accounting policies critical:

- The recoverability of unamortized insurance acquisition costs;
- The establishment of insurance reserves;
- The determination of "other than temporary" impairments on investments; and
- Environmental reserves with respect to GAFRI's former manufacturing operations.

For further discussion of these policies, see "Critical Accounting Policies" in GAFRI's 2005 Form 10-K.







GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q



Management's Discussion and Analysis

of Financial Condition and Results of Operations - Continued



LIQUIDITY AND CAPITAL RESOURCES

Ratios



|                             | September 30, | December 31,
|---------------------------- | ------------- | ------------
|                             | 2006          | 2005        
|Consolidated Debt            | $  275        | $  342      
|Stockholders' Equity         | 1,038         | 949         
|Total Capital                | $1,313        | $1,291      
|                             |               |             
|Consolidated Debt to Capital | 21.0%         | 26.5%       

The National Association of Insurance Commissioners' ("NAIC") risk-based capital ("RBC") formula determines the amount of capital that an insurance company needs to ensure that it has an acceptable expectation of not becoming financially impaired.  At September 30, 2006, the capital ratio of GAFRI's principal insurance subsidiary was 6.6 times its authorized control level RBC.

Sources and Uses of Funds

Parent Holding Company Liquidity  To pay interest and principal on borrowings and other holding company costs, GAFRI (parent) and AAG Holding use primarily capital distributions from Great American Life Insurance Company ("GALIC"), bank borrowings and cash and investments on hand.  Capital distributions from GAFRI's insurance subsidiaries are subject to regulatory restrictions relating to statutory surplus and earnings.  The maximum amount of dividends payable by GALIC in 2006 without prior regulatory approval is $148 million.  In the first nine months of 2006, GALIC paid $147.7 million in dividends to GAFRI.

In March 2006, the Company replaced its existing credit agreement with a new $500 million five-year credit facility shared with its parent company American Financial Group, Inc.  Under terms of the new agreement, GAFRI may borrow up to $175 million with the ability to borrow up to $200 million, conditioned on AFG not borrowing in excess of $300 million.  No amounts were outstanding under this agreement at September 30, 2006.  Amounts borrowed bear interest at rates ranging from 0.5% to 1.25% over LIBOR based on AFG's credit rating; GAFRI's current rate would be 0.6% over LIBOR.  Under a currently effective shelf registration, GAFRI and AAG Holding can issue up to $250 million in additional equity or debt securities.

On August 7, 2006, GAFRI (parent) acquired all of the outstanding shares of Ceres Group Inc. for $204.4 million in cash.  To fund the acquisition, GAFRI used cash on hand and borrowings under its bank line.  Following the acquisition, Ceres distributed $60 million to GAFRI.  GAFRI used a portion of the distribution to repay all amounts borrowed under its bank line in connection with the acquisition.

GAFRI believes that it has sufficient resources to meet its liquidity requirements.

Subsidiary Liquidity

In GAFRI's annuity business, where profitability is largely dependent on earning a "spread" between invested assets and annuity liabilities, the duration of investments is generally maintained close to that of liabilities.  With declining rates, GAFRI receives some protection due to the ability to lower crediting rates, subject to guaranteed minimums.  In a rising interest rate environment, significant protection from withdrawals exists in the form of temporary and permanent surrender charges on GAFRI's annuity products.  Annuity surrenders





GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q



Management's Discussion and Analysis

of Financial Condition and Results of Operations - Continued



totaled approximately $221 million and $643 million in the third quarter and first nine months of 2006 compared to $160 million and $452 million in the comparable 2005 periods.  Management believes the increase in surrenders is due to (i) the higher interest rate environment; (ii) recent acquisitions of blocks of annuity business; and (iii) policies coming out of their surrender charge periods.

In recent years, the Company's insurance subsidiaries have entered into several reinsurance transactions in connection with (i) the sale of GA-PR; (ii) the acquisition of Ceres and (iii) certain of its life and supplemental insurance operations.  These transactions provided additional capital and liquidity and were entered into in the normal course of business in order to exit certain lines, fund acquisitions and transfer risk.  The Company may enter into additional reinsurance transactions in the future.

GAFRI believes its insurance subsidiaries maintain sufficient liquidity to pay claims and benefits, operating expenses, dividends and tax payments, as well as meet commitments in the event of unforeseen events such as reserve deficiencies, inadequate premium rates or reinsurer insolvencies.

Independent Ratings

GAFRI's operations could be materially and adversely affected by ratings downgrades.  In connection with recent reviews by independent rating agencies, management indicated that it intends to maintain lower ratios of debt to capital than it has in recent years and intends to maintain the capital of its significant insurance subsidiaries at levels currently indicated by the rating agencies as appropriate for the current ratings.  Items that could adversely affect capital levels include (i) an extended period of low interest rates and a resulting significant narrowing of annuity "spread" (the difference between earnings received by the Company on its investments less the amount credited to policyholders' annuity accounts); (ii) investment impairments; (iii) a sustained decrease in the stock market; (iv) adverse mortality or morbidity; and (v) higher than planned dividends paid due to liquidity needs by GAFRI and AAG Holding.

Following are the Company's insurance ratings as of September 30, 2006:



| |        |                |             | Standard   
| | ------ | -------------- | ----------- | -----------
| |        | A.M. Best      | Fitch       | & Poor's   
| | GALIC* | A  (Excellent) | A+ (Strong) | A- (Strong)
| | AILIC  | A  (Excellent) | A+ (Strong) | A- (Strong)
| | Loyal  | A  (Excellent) | A+ (Strong) | Not rated  
| | UTA    | A- (Excellent) | Not rated   | Not rated  



---

*GALIC is rated A3 (good financial security) by Moody's.  Continental General and Central Reserve Life are rated "A" by Fitch.

GAFRI recently received a "positive" outlook from Moody's.  All of the other ratings carry a "stable" outlook.  In evaluating a company, independent rating agencies review such factors as the company's: (i) capital adequacy; (ii) profitability; (iii) leverage and liquidity; (iv) book of business; (v) quality and estimated market value of assets; (vi) adequacy of policy reserves; (vii) experience and competency of management; (viii) operating profile; and (ix) risk management.







GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q



Management's Discussion and Analysis

of Financial Condition and Results of Operations - Continued

Investments

GAFRI invests primarily in fixed income investments that, including loans and short-term investments, comprised 97% of its investment portfolio at September 30, 2006.  GAFRI generally invests in securities having intermediate-term maturities with an objective of optimizing interest yields while maintaining an appropriate relationship of maturities between GAFRI's assets and expected liabilities.

The NAIC assigns quality ratings to publicly traded as well as privately placed securities.  At September 30, 2006, approximately 94% of GAFRI's Insurance Companies' fixed maturity portfolio was comprised of investment grade bonds (NAIC rating of "1" or "2").  Management believes that a high quality investment portfolio is more likely to generate a stable and predictable investment return.



At September 30, 2006, the mortgage-backed securities ("MBSs") portfolio represented approximately 30% of the Insurance Companies' investments.  MBSs are subject to significant prepayment risk due to the fact that, in periods of declining interest rates, mortgages may be repaid more rapidly than scheduled as borrowers refinance higher rate mortgages to take advantage of the lower current rates.

More than 95% of the Insurance Companies' MBSs are rated "AAA" with substantially all being investment grade quality.  The market that these securities trade in is highly liquid.  Aside from interest rate risk referred to above, GAFRI does not believe a material risk (relative to earnings or liquidity) is inherent in holding such investments.

Summarized information for the unrealized gains and losses recorded in GAFRI's balance sheet at September 30, 2006, is shown in the following table (dollars in millions).  Approximately $78 million of available-for-sale "Fixed Maturities" and $8 million of "Equity Securities" had no unrealized gains or losses at September 30, 2006.



|                                                       | Securities 
with 
Unrealized | Securities 
with 
Unrealized
|------------------------------------------------------ | ---------------------------- | ----------------------------
|Available-for-sale Fixed Maturities                    | Gains                        | Losses                      
|Fair value of securities                               | $4,036                       | $4,794                      
|Amortized cost of securities                           | $3,920                       | $4,900                      
|Gross unrealized gain (loss)                           | $  116                       | ($  106)                    
|Fair value as % of amortized cost                      | 103%                         | 98%                         
|Number of security positions                           | 1,017                        | 763                         
|Number individually exceeding $2 million gain or loss  | 1                            | -                           
|Concentration of gains or (losses) by type or industry |                              |                             
|(exceeding 5% of unrealized):                          |                              |                             
|Mortgage-backed securities                             | $ 17.5                       | ($ 49.9)                    
|Banks, savings and credit institutions                 | 14.8                         | (11.8)                      
|Gas and electric services                              | 13.8                         | (6.4)                       
|Insurance companies                                    | 8.7                          | (6.3)                       
|Percentage rated investment grade                      | 92%                          | 95%                         



|Equity Securities            |      |      
|---------------------------- | ---- | -----
|Fair value of securities     | $169 | $68  
|Cost of securities           | $150 | $79  
|Gross unrealized gain (loss) | $ 19 | ($11)
|Fair value as % of cost      | 113% | 86%  





GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q



Management's Discussion and Analysis

of Financial Condition and Results of Operations - Continued

The table below sets forth the scheduled maturities of GAFRI's available-for-sale fixed maturity securities at September 30, 2006, based on their fair values.  Asset backed securities and other securities with sinking funds are reported at average maturity.  Actual maturities may differ from contractual maturities because certain securities may be called or prepaid by the issuers.



|                                   | Securities 
with 
Unrealized | Securities 
with 
Unrealized
|---------------------------------- | ---------------------------- | ----------------------------
|Maturity*                          | Gains*                       | Losses*                     
|One year or less                   | 4%                           | -%                          
|After one year through five years  | 24                           | 7                           
|After five years through ten years | 41                           | 42                          
|After ten years                    | 13                           | 7                           
|                                   | 82                           | 56                          
|Mortgage-backed securities         | 18                           | 44                          
|                                   | 100%                         | 100%                        



---

*Excludes $78 million of fixed maturities with no unrealized gains or losses.

GAFRI realized aggregate losses of $6.6 million during the first nine months of 2006 on $149.1 million in sales of fixed maturity securities (five issues/issuers) that had individual unrealized losses greater than $500,000 at December 31, 2005.  These securities were "AAA" rated mortgage-backed securities that decreased in fair value by an aggregate of $3.0 million from year-end 2005 to the sale date due to an increase in the general level of interest rates.  None of the securities were sold out of a necessity to raise cash.

Although GAFRI has the ability to continue holding its investments with unrealized losses, its intent to hold them may change due to deterioration in the issuers' creditworthiness, decisions to lessen exposure to a particular issuer or industry, asset/liability management decisions, market movements, changes in views about appropriate asset allocation or the desire to offset taxable realized gains.

The table below (dollars in millions) summarizes the unrealized gains and losses on all securities by dollar amount.

|Fixed Maturities at September 30, 2006  | Aggregate 
Fair Value | Aggregate 
Unrealized Gain (Loss) | Fair 
Value as 
% of Cost Basis
|--------------------------------------- | --------------------- | --------------------------------- | -------------------------------
|                                        |                       |                                   |                                
|Securities with unrealized gains:       |                       |                                   |                                
|Exceeding $500,000 (39 issues)          | $  419                | $ 33                              | 108.5%                         
|Less than $500,000 (978 issues)         | 3,617                 | 83                                | 102.3%                         
|                                        | $4,036                | $116                              | 103.0%                         
|                                        |                       |                                   |                                
|Securities with unrealized losses:      |                       |                                   |                                
|Exceeding $500,000 (54 issues)          | $1,082                | ($ 41)                            | 96.3%                          
|Less than $500,000 (709 issues)         | 3,712                 | (65)                              | 98.3%                          
|                                        | $4,794                | ($106)                            | 97.8%                          
|                                        |                       |                                   |                                
|Equity Securities at September 30, 2006 |                       |                                   |                                
|                                        |                       |                                   |                                
|Securities with unrealized gains:       |                       |                                   |                                
|Exceeding $500,000 (14 issues)          | $118                  | $ 15                              | 114.6%                         
|Less than $500,000 (29 issues)          | 51                    | 4                                 | 108.5%                         
|                                        | $169                  | $ 19                              | 112.7%                         
|                                        |                       |                                   |                                
|Securities with unrealized losses:      |                       |                                   |                                
|Exceeding $500,000 (4 issues)           | $ 24                  | ($  9)                            | 72.7%                          
|Less than $500,000 (16 issues)          | 44                    | (2)                               | 95.7%                          
|                                        | $ 68                  | ($ 11)                            | 86.1%                          
|                                        |                       |                                   |                                







GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q



Management's Discussion and Analysis

of Financial Condition and Results of Operations - Continued



The following table (dollars in millions) summarizes the unrealized loss for all securities with unrealized losses by issuer quality and length of time those securities have been in an unrealized loss position.

|Fixed Maturities with UnrealizedLosses at September 30, 2006 | Aggregate 
Fair Value | Aggregate 
Unrealized Gain(Loss) | Fair
Value as
% of CostBasis
|------------------------------------------------------------ | --------------------- | -------------------------------- | ----------------------------
|                                                             |                       |                                  |                             
|Investment grade with losses for:                            |                       |                                  |                             
|One year or less (426 issues)                                | $2,566                | ($ 32)                           | 98.8%                       
|Greater than one year (255 issues)                           | 1,985                 | (66)                             | 96.8%                       
|                                                             | $4,551                | ($ 98)                           | 97.9%                       
|                                                             |                       |                                  |                             
|                                                             |                       |                                  |                             
|Non-investment grade with losses for:                        |                       |                                  |                             
|One year or less (57 issues)                                 | $  130                | ($  5)                           | 96.3%                       
|Greater than one year (25 issues)                            | 113                   | (3)                              | 97.4%                       
|                                                             | $  243                | ($  8)                           | 96.8%                       
|                                                             |                       |                                  |                             
|                                                             |                       |                                  |                             
|Equity Securities with Unrealized                            |                       |                                  |                             
|Losses at September 30, 2006                                 |                       |                                  |                             
|                                                             |                       |                                  |                             
|One year or less (18 issues)                                 | $   58                | ($ 10)                           | 85.3%                       
|Greater than one year (2 issues)                             | 10                    | (l)                              | 90.9%                       
|                                                             | $   68                | ($ 11)                           | 86.1%                       
|                                                             |                       |                                  |                             

When a decline in the value of a specific investment is considered to be "other than temporary," a provision for impairment is charged to earnings (accounted for as a realized loss) and the cost basis of that investment is reduced.  The determination of whether unrealized losses are "other than temporary" requires judgment based on subjective as well as objective factors.  A listing of factors considered and resources used is contained in the discussion of "Investments" under Management's Discussion and Analysis in GAFRI's 2005 Form 10-K.

Based on its analysis, management believes that (i) GAFRI will recover its cost basis in the securities with unrealized losses and (ii) GAFRI has the ability and intent to hold the securities until they mature or recover in value.  Should either of these beliefs change with regard to a particular security, a charge for impairment would likely be required.  While it is not possible to accurately predict if or when a specific security will become impaired, charges for other than temporary impairment could be material to results of operations in a future period.  Management believes it is not likely that future impairment charges will have a significant effect on GAFRI's liquidity.

RESULTS OF OPERATIONS

General

Excluding the third quarter 2005 environmental charge, pre-tax earnings from continuing operations increased $17.8 million in the first nine months of 2006 compared to the same period in 2005.  This increase reflects (i) improvements in GAFRI's fixed annuity operations resulting primarily from the January 2006 acquisition of an annuity block of business and higher real estate income, (ii) higher earnings in GAFRI's runoff life operations resulting from an





GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q



Management's Discussion and Analysis

of Financial Condition and Results of Operations - Continued

improvement in mortality experience and lower expenses and (iii) earnings on the proceeds received in connection with the sale of GA-PR.  These items more than offset a decrease in earnings in GAFRI's supplemental insurance operations in the first half of 2006.  See "Life, Accident and Health Premiums and Benefits" below.

Statutory Annuity Premiums



|                                    | Three months endedSeptember 30, | Nine months endedSeptember 30,
|----------------------------------- | ------------------------------- | ------------------------------
|Annuity Premiums                    | 2006                            | 2005                          
|403(b) Fixed and Indexed Annuities: |                                 |                               
|First Year                          | $ 14                            | $ 10                          
|Renewal                             | 27                              | 26                            
|Single Sum                          | 86                              | 23                            
|Subtotal                            | 127                             | 59                            
|                                    |                                 |                               
|Non-403(b) Fixed Annuities          | 92                              | 81                            
|Non-403(b) Indexed Annuities        | 164                             | 17                            
|Variable Annuities                  | 19                              | 22                            
|Total Annuity Premiums              | $402                            | $179                          

Statutory annuity premiums in the third quarter of 2006 were more than double the premiums of the third quarter 2005.  This increase primarily reflects substantially higher fixed indexed-annuity premiums; the Company re-entered this market in the second quarter of 2005.

Statutory annuity premiums in the first nine months of 2006 were 46% higher than the same 2005 period.  Premiums in the first nine months of 2005 included approximately $100 million of traditional fixed annuity premiums received in January 2005 from policyholders of an unaffiliated company in rehabilitation who chose to transfer their funds to GAFRI.  Excluding the $100 million, GAFRI's premiums in the first nine months of 2006 were 73% higher than the same period in 2005, also due primarily to higher fixed indexed-annuity sales as well as higher sales of traditional annuities in GAFRI's 403(b) segment.

Life, Accident and Health Premiums and Benefits



|                                                          | Three months ended September 30, | Nine months ended
 September 30,
|--------------------------------------------------------- | -------------------------------- | --------------------------------
|Premiums                                                  | 2006                             | 2005                            
|Supplemental insurance operations (1)                     |                                  |                                 
|First year                                                | $14                              | $12                             
|Renewal                                                   | 70                               | 52                              
|Cincinnati life operations (in runoff)                    | 8                                | 9                               
|                                                          | $92                              | $73                             
|                                                          |                                  |                                 
|Benefits                                                  |                                  |                                 
|Supplemental insurance operations                         | $58 (2)                          | $51                             
|Cincinnati life operations (in runoff)                    | 11                               | 11                              
|                                                          | $69                              | $62                             
|                                                          |                                  |                                 
|Ratio of Supplemental benefits to
  Supplemental premiums | 69%(2)                           | 80%                             

1. 2006 includes premiums from Ceres since its acquisition in August 2006.
2. Benefits in the third quarter reflect a $3.4 million reduction of supplemental insurance   IBNR reserves due to favorable claims development in the Medicare Supplement business.

GAFRI's supplemental insurance operations reflect lower first year premiums, higher lapses and higher loss experience in 2006.  GAFRI expects the supplemental insurance loss ratio to decrease as a result of rate increases and the acquisition of Ceres.  The acquisition broadens GAFRI's distribution in both the independent agent and captive agent channels.  Prior to the Ceres acquisition, GAFRI's supplemental insurance products were sold through relatively few national marketing organizations.





GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q



Management's Discussion and Analysis

of Financial Condition and Results of Operations - Continued

Premiums and benefits of GAFRI's Cincinnati Life operations reflect primarily traditional term and universal life insurance products.  In 2004, GAFRI suspended new sales of these insurance products due to inadequate volume and returns.

Net Investment Income

The yield earned on GAFRI's investment portfolio, excluding real estate investments and realized gains, was approximately 6.0% for the nine months ended September 30, 2006 and September 30, 2005.

Realized Gains (Losses)

Investments

Realized gains (losses) on investments included provisions for other than temporary impairment on securities still held as follows:  third quarter of 2006 and 2005 - $3.6 million and $2.6 million; nine months of 2006 and 2005 - $6.7 million and $13.9 million, respectively.

Retirement of Debt

Loss on retirement of debt reflects pre-tax losses on repurchases of $66.4 million principal amount of the Company's 6-7/8% Senior Notes for $68.7 million in cash.  In addition, in connection with the repurchase, GAFRI paid $2.0 million to effectively terminate the portion of an interest rate swap that covered the repurchased debt; this amount is included in loss on retirement of debt in the Consolidated Income Statement.

Other Income

Real Estate Operations - Continuing



|                   | Three months endedSeptember 30, | Nine months endedSeptember 30,
|------------------ | ------------------------------- | ------------------------------
|                   | 2006                            | 2005                          
|                   |                                 |                               
|Other income       | $9.7                            | $7.2                          
|Other expenses:    |                                 |                               
|Operating expenses | 7.0                             | 5.4                           
|Depreciation       | 0.9                             | 0.8                           
|Other              | 0.6                             | 0.4                           



---

(1)  Includes $4.9 million of income resulting from a March 2006 payment received from Palm      Beach County, Florida in exchange for the imposition of certain limitations on future      development of a marina owned by the Company.

Real Estate Operations - Discontinued

On June 2, 2006, GAFRI sold Chatham Bars Inn, a resort hotel located on Cape Cod, Massachusetts, for a price of $166 million.  After sales expenses, contingencies and the write-off of certain deferred acquisition costs on annuities associated with the gain recognition, the Company recognized a pre-tax gain of approximately $48.7 million ($31.6 million after-tax, or $0.66 per diluted share).  The Company had owned and operated the hotel since 1993.  The operating results





GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q



Management's Discussion and Analysis

of Financial Condition and Results of Operations - Continued

and gain on the sale of Chatham have been included in discontinued operations in the Consolidated Income Statement.

Also included in discontinued hotel operations in the Consolidated Income Statement are the results of the Driskill Hotel, which was sold in October 2005.  See Note C - "Discontinued Operations" for revenues and expenses of Chatham Bars Inn and the Driskill Hotel.

Annuity Benefits

Annuity benefits increased $7.3 million (9%) and $10.5 million (4%) in the third quarter and first nine months of 2006, respectively, compared to the same periods in 2005.  This increase reflects higher annuity reserves due to internal growth and the acquisition of $280 million of reserves in January 2006, partially offset by lower average effective crediting rates.

Historically, management has been able to react to changes in market interest rates and maintain a desired interest rate spread.  Management believes that significant changes in projected investment yields could result in charges (or credits) to earnings in the period the projections are modified.

Insurance Acquisition Expenses

The vast majority of GAFRI's DPAC asset relates to its fixed annuity, variable annuity and life insurance lines of business.  Unanticipated spread compression, decreases in the stock market, and adverse mortality experience could lead to write-offs of DPAC in the future.

Interest and Debt Expenses

Other Expenses

Income Taxes







GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q



Management's Discussion and Analysis

of Financial Condition and Results of Operations - Continued





Recent Accounting Standard

Income Taxes  In June 2006, the FASB issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes (an interpretation of FASB Statement No. 109)" ("FIN 48"), which is effective for fiscal years beginning after December 15, 2006.  FIN 48 sets forth criteria for recognition and measurement of tax positions taken or expected to be taken in a tax return.  FIN 48 requires that companies recognize the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position.  FIN 48 also provides guidance on derecognition, classification, interest, penalties, accounting in interim periods and disclosure.  Management is currently evaluating the impact of adopting this interpretation.



Item 3



Quantitative and Qualitative Disclosure of Market Risk

As of September 30, 2006, there were no material changes to the information provided in Item 7A - "Quantitative and Qualitative Disclosure about Market Risk" in GAFRI's 2005 Form 10-K.





Item 4



Controls and Procedures



GAFRI's management, with participation from its Chief Executive Officer and Chief Financial Officer, has evaluated GAFRI's disclosure controls and procedures (as defined in Exchange Act Rule 13a-15) as of September 30, 2006.  Based on that evaluation, GAFRI's CEO and CFO concluded that these disclosure controls were effective.

During the third quarter of 2006, a modification was made to the controls of one of GAFRI's systems to prevent duplicate claim payments.  Other than this, there have been no changes in GAFRI's internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, GAFRI's internal controls over financial reporting.

On August 7, 2006, we completed our acquisition of Ceres Group, Inc.  As a result, the Ceres operations have been excluded from our review of internal controls under Section 404 of the Sarbanes-Oxley Act of 2002.  The acquisition of Ceres had a material impact on internal control over financial reporting.  We are now in the process of integrating Ceres' operations including internal controls and processes and extending our Section 404 compliance program to the Ceres operations.  See Note D to the Consolidated Financial Statements included in Item 1 for discussion of the acquisition and related financial data.

GAFRI management intends to continually review and evaluate the design and effectiveness of our disclosure controls and procedures and to improve controls and procedures over time and to correct any deficiencies that may be discovered in the future.













GREAT AMERICAN FINANCIAL RESOURCES, INC. 10-Q



PART II

OTHER INFORMATION



Item 2



Unregistered Sales of Equity Securities and Use of Proceeds

GAFRI made the following purchases of its $1 par value common stock during the third quarter:

|Period           | Total Number
of SharesPurchased | Average
Price PaidPer Share | Total Number
of Shares
Purchased as
Part of Publicly
Announced Plansor Programs | Maximum Number
of Shares
that May
Yet be Purchased
Under the Plansor Programs(a)
|---------------- | ------------------------------- | --------------------------- | ------------------------------------------------------------------------------- | --------------------------------------------------------------------------------
|                 |                                 |                             |                                                                                 |                                                                                 
|3rd Quarter 2006 |                                 |                             |                                                                                 |                                                                                 
|July             | -                               | -                           | -                                                                               | -                                                                               
|                 |                                 |                             |                                                                                 |                                                                                 
|August           | 7,400                           | 19.76                       | 7,400                                                                           | 1,538,674                                                                       
|                 |                                 |                             |                                                                                 |                                                                                 
|September        | -                               | -                           | -                                                                               | -                                                                               



---

(a)  Represents the remaining shares that may be repurchased under the Plan authorized by      GAFRI's Board of Directors in 2005.

Under GAFRI's stockholder-approved Stock Option Plan, 22,475 shares of GAFRI Common Stock were tendered in connection with the exercise of stock options for a total of 29,396 shares in the third quarter of 2006 (all at an average market price of $19.99 in July; none in August; and none in September).





Item 6



Exhibits

Exhibits:



|Number | Exhibit Description                                                                                                                                                           
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                               
|31(a)  | Certification of the Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.                                                                    
|       |                                                                                                                                                                               
|31(b)  | Certification of the Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.                                                                    
|       |                                                                                                                                                                               
|32     | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 USC Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





Signature



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 duly authorized.

|                 |  | GREAT AMERICAN FINANCIAL RESOURCES, INC.
|---------------- |  | ----------------------------------------
|                 |  |                                         
|                 |  |                                         
|                 |  |                                         
|November 8, 2006 |  | BY:/s/Christopher P. Miliano            
|                 |  | Christopher P. Miliano                  
|                 |  | Chief Financial Officer                 









GREAT AMERICAN FINANCIAL RESOURCES, INC.



EXHIBIT 31(a)



SARBANES-OXLEY SECTION 302(a) CERTIFICATIONS

|I, S. Craig Lindner, the principal executive officer of Great American Financial Resources, Inc., certify that
|--------------------------------------------------------------------------------------------------------------
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|1.                                                                                                            
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|2.                                                                                                            
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|3.                                                                                                            
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|4.                                                                                                            
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|(a)                                                                                                           
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|(b)                                                                                                           
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|(c)                                                                                                           
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|(d)                                                                                                           
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|5.                                                                                                            
|                                                                                                              
|(a)                                                                                                           
|                                                                                                              
|(b)                                                                                                           
|                                                                                                              
|Date:  November 8, 2006                                                                                       





GREAT AMERICAN FINANCIAL RESOURCES, INC.



EXHIBIT 31(b)



SARBANES-OXLEY SECTION 302(a) CERTIFICATIONS - CONTINUED

|I, Christopher P. Miliano, the principal financial officer of Great American Financial Resources, Inc., certify that
|--------------------------------------------------------------------------------------------------------------------
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|1.                                                                                                                  
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|2.                                                                                                                  
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|3.                                                                                                                  
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|4.                                                                                                                  
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|(a)                                                                                                                 
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|(b)                                                                                                                 
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|(c)                                                                                                                 
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|(d)                                                                                                                 
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|5.                                                                                                                  
|                                                                                                                    
|(a)                                                                                                                 
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|(b)                                                                                                                 
|                                                                                                                    
|Date:  November 8, 2006                                                                                             





GREAT AMERICAN FINANCIAL RESOURCES, INC.



EXHIBIT 32



CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER



Pursuant to 18 USC Section 1350 as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002









In connection with the filing with the Securities and Exchange Commission of the Quarterly Report of Great American Financial Resources, Inc. (the "Company") on Form 10-Q for the period ended September 30, 2006 (the "Report"), the undersigned officers of the Company, certify, pursuant to Section 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of their knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the
    Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, 
    the financial condition and results of operations of the Company.













|/s/ S. Craig LindnerS. Craig Lindner
Chief Executive Officer | /s/ Christopher P. MilianoChristopher P. Miliano
Chief Financial Officer
|------------------------------------------------------------ | ------------------------------------------------------------------------



November 8, 2006



A signed original of this written statement will be retained by the Registrant
  and furnished to the Securities and Exchange Commission or its staff upon request.