UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  FORM 10-Q/A  ýQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934oroTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended June 30, 2006Commission file number   0-5486  Presidential Life Corporation  Delaware13-2652144(State of incorporation)(IRS Employer Identification No.)69 Lydecker Street, Nyack, NY10960(Address of principal executive offices)(Zip Code)Registrants telephone number, including area code:(845) 358-2300  Securities registered pursuant to Section 12(b) of the Act: Not applicable.  Securities registered pursuant to Section 12(g) of the Act: Title of Each ClassName of each exchange on which registeredCommon Stock, par value $.01 per shareNasdaq   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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  ý    No  o  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):  Large accelerated filer ̈Accelerated filerxNon-accelerated filer ̈  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes  o    No  ý  The number of shares outstanding of the Registrant’s common stock as of August 8, 2006 was 29,440,361.


EXPLANATORY NOTE  This Form 10-Q/A amends the Registrants previously filed Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006 by correcting the Registrants filer category from Large Accelerated Filer to Accelerated Filer (as defined by Rule 12b-2 of the Exchanged Act).  Pursuant to Rule 12b-2 of the Exchange Act, Registrant is an Accelerated Filer based on the worldwide market value of the voting and non-voting common equity held by its non-affiliates being greater than $75 million but less than $700 million as of the last business day of the second fiscal quarter of the most recently completed fiscal year.  Other than the change referred to above, all other information in the Registrants Form 10-Q remains unchanged.  This amendment does not reflect events occurring after the original filing date of such Form 10Q and does not modify or update the disclosures in any way other than to correct the Registrants filer category described above.   2     INDEX Part IFinancial InformationPage No.Item 1.Condensed Consolidated Financial StatementsCondensed Consolidated Balance SheetsJune 30, 2006 (Unaudited) and December 31, 20054Condensed Consolidated Statements of Income (Unaudited)For the Six months ended June 30, 2006 and 20055Condensed Consolidated Statements of Income (Unaudited)For the Three months ended June 30, 2006 and 20056Condensed Consolidated Statements of Shareholders'Equity (Unaudited) - For the Six months endedJune 30, 2006 and 20057Condensed Consolidated Statements of Cash Flows (Unaudited) -For the Six months ended June 30, 2006 and 20058Notes to Condensed Consolidated Financial Statements (Unaudited)9-18Reports of Independent Registered Public Accounting Firms19-20Item 2.Management's Discussion and Analysis of21-31Financial Condition and Results of OperationsItem 3.Quantitative and Qualitative Disclosures About Market Risk32Item 4.Controls and Procedures32Part II -Other Information33-34Item 1.Legal ProceedingsItem 1A.Risk FactorsItem 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 3.Defaults Upon Senior SecuritiesItem 4.Submission of Matters to a Vote of Security HoldersItem 5.Other InformationItem 6.ExhibitsSignatures35-36BDO Seidman, LLP Letter of Awareness
Deloitte & Touche, LLP Letter of Awareness
Certification of Chief Executive Officer
Certification of Chief Financial Officer
Certification of Chief Executive Officer
Certification of Chief Financial Officer373839404142   3    PRESIDENTIAL LIFE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share data)  June 30,
2006
(Unaudited)December 31,
2005ASSETS:Investments:Fixed maturities:Available for sale at market (Amortized cost of$3,751,273 and $3,841,839 respectively)$                3,768,705$                4,032,702Common stocks (Cost of $29,963 and$34,732, respectively)41,46544,725Derivative instruments, at fair value34,24218,996Real estate415415Policy loans19,13019,670Short-term investments332,618309,345Other long-term investments286,293283,153Total Investments4,482,8684,709,006Cash and cash equivalents7,3656,656Accrued investment income49,87252,682Amounts due from security transactions5,9062,654Federal income tax recoverable12,46725,853Deferred policy acquisition costs102,94680,394Furniture and equipment, net218201Amounts due from reinsurers14,47514,214Other assets1,8291,991Assets held in separate account1,9301,908TOTAL ASSETS$                4,679,876$                4,895,559LIABILITIES AND SHAREHOLDERS' EQUITY:Liabilities:Policy Liabilities:Policyholders' account balances$                3,151,063$                3,269,881Future policy benefits:Annuity649,879651,678Life and accident and health65,02864,073Other policy liabilities11,77810,249Total Policy Liabilities3,877,7483,995,881Short-term note payable50,00050,000Notes payable100,000100,000Deferred federal income taxes49,02089,976Deposits on policies to be issued3,5932,612General expenses and taxes accrued4,2974,557Other liabilities21,69624,129Liabilities related to separate account1,9301,908Total Liabilities4,108,2844,269,063Commitments and ContingenciesShareholders Equity:Capital stock ($.01 par value; authorized100,000,000 shares outstanding,29,452,338 and 29,427,766 shares, respectively294294Additional paid in capital1,7621,207Accumulated other comprehensive gain56,797144,389Retained earnings512,739480,606Total Shareholders Equity571,592626,496TOTAL LIABILITIES AND SHAREHOLDERSEQUITY$               4,679,876$                4,895,559The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.   4     PRESIDENTIAL LIFE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except share data)   SIX MONTHS ENDED
JUNE 30,
(UNAUDITED)REVENUES:20062005Insurance Revenues:Premiums$                   6,043$                   5,065Annuity considerations15,40515,779Universal life and investment type policy fee income1,5821,516Net investment income151,388177,231Realized investment gains24,86766,657Other income911853TOTAL REVENUES200,196267,101BENEFITS AND EXPENSES:Death and other life insurance benefits5,9716,046Annuity benefits37,65437,336Interest credited to policyholders' account balances77,80282,561Interest expense on notes payable5,0095,277Other interest and other charges383421(Decrease) Increase in liability for future policy benefits(947)2,066Commissions to agents, net4,6844,757General expenses and taxes6,8259,236Change in deferred policy acquisition costs4,76817,461TOTAL BENEFIT AND EXPENSES142,149165,161Income before income taxes58,047101,940Provision (benefit) for income taxesCurrent13,63634,997Deferred6,39021920,02635,216NET INCOME$                 38,021$                 66,724Earnings per common share, basic1.292.27Earnings per common share, diluted1.282.27Weighted average number of shares outstanding during the period, basic29,435,67129,366,057Weighted average number of shares outstanding during the period, diluted29,695,50329,444,564The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.             5     PRESIDENTIAL LIFE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except share data)   THREE MONTHS ENDED
JUNE 30,
(UNAUDITED)REVENUES:20062005Insurance Revenues:Premiums$                   3,014$                   2,707Annuity considerations7,9668,252Universal life and investment type policy fee income764783Net investment income71,29092,275Realized investment gains14,0395,585Other income546650TOTAL REVENUES97,619110,252BENEFITS AND EXPENSES:Death and other life insurance benefits2,7613,352Annuity benefits18,95818,484Interest credited to policyholders' account balances38,42041,462Interest expense on notes payable2,6772,665Other interest and other charges207221(Decrease) Increase in liability for future policy benefits(266)1,953Commissions to agents, net2,5802,084General expenses and taxes3,8334,939Change in deferred policy acquisition costs1,6374,266TOTAL BENEFIT AND EXPENSES70,80779,426Income before income taxes26,81230,826Provision (benefit) for income taxesCurrent4,1768,476Deferred5,0332,1829,20910,658NET INCOME$                 17,603$                 20,168Earnings per common share, basic.60.69Earnings per common share, diluted.59.69Weighted average number of shares outstanding during the period, basic29,441,96429,368,837Weighted average number of shares outstanding during the period, diluted29,724,98829,441,860The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.     6    PRESIDENTIAL LIFE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (in thousands, except per share data) (unaudited)   Capital StockAdditional
Paid-in-
CapitalRetained
EarningsAccumulated
Other
Comprehensive
IncomeTotalBalance at
January 1, 2005$         294$             302$      400,776$           194,362$       595,734Comprehensive Income:Net Income66,72466,724Rate Lock Adjustment(2,463)(2,463)Net Unrealized Investment Gains23,89823,898Comprehensive Income88,159Issuance of Shares Under stock option plan297297Dividends Paid to
Shareholders ($.10 per share)(5,875)(5,875)Balance at
June 30, 2005$        294$             599$      461,625$           215,797$       678,315Balance at
January 1, 2006$        294$          1,207$      480,606$           144,389$       626,496Comprehensive Income:Net Income38,02138,021Rate Lock Adjustment(1,791)(1,791)Net Unrealized Investment Losses(85,801)(85,801)Comprehensive Income(49,571)Issuance of Shares
Under stock option plan316316Share Based Compensation239239Dividends paid to Shareholders ($.10 per share)(5,888)(5,888)Balance at
June 30, 2006$        294$          1,762$      512,739$           56,797$       571,592  The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.  7   PRESIDENTIAL LIFE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)  SIX MONTHS ENDED
JUNE 30,
(UNAUDITED)20062005OPERATING ACTIVITIES:Net Income$               38,021$               66,724Adjustments to reconcile net income to net cash provided by operating          activities:Provision /(Benefit) for deferred income taxes6,390219Depreciation and amortization473494Stock option expense239-Net accrual of discount on fixed maturities(14,142)(15,342)Realized investment gains(24,867)(66,657)Changes in:Accrued investment income2,810(1,219)Deferred policy acquisition cost4,76817,461Federal income tax payable13,38621,974Liability for future policy benefits(844)3,091Other items1,5473,987Net Cash Provided By Operating Activities27,78130,732INVESTING ACTIVITIES:Fixed Maturities:Available for Sale:Acquisitions(9,680)(938,504)Maturities, calls and repayments21,628161,462Sales95,486740,632Common Stocks:Acquisitions(21,096)(20,151)Sales32,62022,668Decrease in short-term investments and policy loans(22,723)(30,767)Other long-term investments:Additions to other long-term investments(39,502)(32,786)Distributions from other long-term investments45,52764,287Amount due from security transactions(3,252)(12,142)Net Cash Provided By / Used In Investing Activities99,008(45,301)FINANCING ACTIVITIES:(Decrease) increase in policyholders account balances(118,818)32,466Bank overdrafts(2,671)(708)Deposits on policies to be issued981(5,725)Issuance of common stock316297Dividends paid to shareholders(5,888)(5,875)Net Cash Used In / Provided By Financing Activities(126,080)20,455Increase in Cash and Cash Equivalents7095,886Cash and Cash Equivalents at Beginning of Period6,6566,326Cash and Cash Equivalents at End of Period$                7,365$               12,212Supplemental Cash Flow Disclosure:Income Taxes Paid$                    250$               13,023Interest Paid$                 5,215$                 4,705  The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.  8   PRESIDENTIAL LIFE CORPORATION AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  A. Business  Presidential Life Corporation (the Company or the Corporation), through its wholly-owned subsidiary, Presidential Life Insurance Company (Insurance Company), is engaged in the sale of life insurance and annuities.  B. Basis of Presentation and Principles of Consolidation  The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") applicable to stock life insurance companies for interim financial statements and in accordance with the requirements of Form 10-Q.  Accordingly, they do not include all of the information and footnotes required by GAAP applicable to stock life insurance companies for complete financial statements.  In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included. Interim results for the six months ended June 30, 2006 are not necessarily indicative of the results that may be expected for the year ending December 31, 2006. Management believes that, although the disclosures are adequate to make the information presented not misleading, these condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 2005, as filed with the Securities and Exchange Commission on Form 10-K on March 16, 2006.  We manage and report our business as a single segment in accordance with the provisions of Statement of Financial Accounting Standards (SFAS 131), which views certain qualitative and quantitative criteria for determining whether different lines of business should be aggregated for financial reporting purposes.  Substantially all of the Companys business is divided between annuities (approximately 88.1%) and life insurance (approximately 11.9%).  The nature of these two product lines is sufficiently similar to permit their aggregation as a single reporting segment.  Approximately 75% of our life insurance liabilities reflect single premium universal life policies, which bear similar economic and business characteristics to our single premium deferred annuity products.  Both products are funded by initial single premiums, both maintain accreting fund values credited with interest as earned, both are surrenderable before maturity with surrender charges in the early years and the Company does not take mortality charges on either product.  Moreover, the two products generate similar returns to the Company and carry similar risks of early surrender by the product holder.  Both are marketed and distributed by the same independent agents.  The products are administered and managed within the same administrative facility with overlapping administrative functions.  The products are also directed at a similar market, namely mature consumers seeking financial protection for secure future cash streams for themselves and their heirs and associated tax benefits.  The regulatory frameworks for the products are also substantially the same, as both the Insurance Company and its independent agents sell these products under single licenses issued by various state insurance departments.  The remaining business of the Company is not material to the overall performance of the Company.  C. Investments  Fixed maturity investments available for sale represent investments that may be sold in response to changes in various economic conditions.  These investments are carried at fair value and net unrealized gains (losses), net of the effects of amortization of deferred policy acquisition costs and deferred federal income taxes, are credited or charged directly to shareholders equity, unless a decline in market value is considered to be other than temporary, in which case the investment is reduced to its fair value and the loss is recorded in the income statement.  Since unrealized gains and losses are recorded directly to shareholders equity, they must be considered in the amortization of deferred policy acquisition costs (DAC).  The result of this is the shadow DAC which partially offsets the unrealized gains and losses.  The shadow DAC calculation includes unrealized gains and losses on securities available for sale as if they were realized.  Equity securities include common stocks and non-redeemable preferred stocks and are carried at market value. The related unrealized gains and losses, net of the effects of the shadow DAC and deferred federal income tax effect, if any, are charged or credited directly to shareholders equity, unless a decline in market value is deemed to be other than temporary, in which case the investment is reduced to its fair value and the loss is recorded in the income statement.  Other long-term investments are recorded using the equity method and primarily include interests in limited partnerships, which principally are engaged in real estate, international opportunities, acquisitions of private growth companies, debt restructuring and merchant banking.  In general, risks associated with such limited partnerships include those related to their underlying investments  (i.e., equity securities, debt securities and real estate), plus a level of illiquidity, which is mitigated by the ability of the Company to take annual distributions of partnership earnings.  Investment income from limited partnerships is recorded based on the Companys share of earnings reported in the partnerships most recent audited financial statements and income distributed by the partnership.  Management considers the quarterly financial information received from the limited partnerships to be unreliable or insufficient to record investment income, other than from distributions, on a quarterly basis.  Management estimates the classification of cash distributions received between investment income and return of capital based on correspondence from the respective partnerships.  The Company adjusts its estimate of investment income recorded during the year to the actual realized gains, unrealized gains and losses and other income reported in the limited partnerships most recent annual audited financial statements, which are generally received in the second quarter of the subsequent year.  As a result, there is a one year reporting lag for recording unrealized gains and losses and investment income that is not distributed during the year, which may result in significant adjustments in the second quarter.  The adjustments to its estimates of investment income recording  9   during the preceding year (true up) for the six month periods ended June 30, 2006 and 2005 amounted to approximately $300,000 and $7.7 million, respectively.  Net unrealized gains (net of taxes) derived from the audited financial statements totaled approximately $40.6 million at June 30, 2006 and $34.6 million at December 31, 2005 and are included in the balance sheet under other comprehensive income.  To evaluate the appropriateness of the carrying value of a limited partnership interest, management maintains ongoing discussions with the investment manager and considers the limited partnerships operation, its current and near term projected financial condition, earnings capacity, and distributions received by the Company during the year. Because it is not practicable to obtain an independent valuation for each limited partnership interest, for purposes of disclosure the market value of a limited partnership interest is estimated at book value based on the most recent available audited financial statements.  Management believes that the net realizable value of such limited partnership interests, in the aggregate, exceeds their related carrying value as of June 30, 2006 and December 31,2005.  As of June 30, 2006, the Company was committed to contribute, if called upon, an aggregate of approximately $94.4 million of additional capital to certain of these limited partnerships.  $7.6 million in commitments will expire in 2006, $14.7 million in 2007, $15.8 million in 2008, $12.8 million in 2009, $15.1 million in 2010 and $28.4 in 2011.  In evaluating whether an investment security or other investment has suffered an impairment in value that is deemed to be other than temporary, management considers all available evidence.  When a decline in the value of an investment security or other investment is considered to be other than temporary, the investment is reduced to its fair value (which contemplates the price that can be obtained from the sale of such asset in the ordinary course of business), which becomes the new cost basis.  The amount of reduction is recorded in the income statement as a realized loss. A recovery from the adjusted cost basis is recognized as a realized gain only at sale.  Realized gains and losses on disposal of investments are determined for fixed maturities, other long-term investments and equity securities by the specific-identification method.  Investments in short-term securities, which consist primarily of United States Treasury Notes and corporate debt issues maturing in less than one year, are recorded at amortized cost, which approximates market value.  Policy loans are stated at their unpaid principal balance.  The Company's investments in real estate consist of two buildings in Nyack, New York, which are occupied entirely by the Company.  The investments are carried at cost less accumulated depreciation.  Both buildings are fully depreciated and have no depreciation expense.  The Company accounts for its derivative financial instruments under SFAS No. 133, Accounting for Derivative Instrument and Hedging Activities.  SFAS No. 133 requires all derivative instruments to be recorded in the balance sheet at fair value.  Changes in the fair value of derivative instruments are recorded as other income (loss) in the period in which they arise.  The Company has not designated its derivatives related to marketable securities as hedges, in accordance with SFAS No. 133.  Accordingly, the change in fair value of derivatives is recognized as a component of realized investment gains and losses in earnings as described above.  The Company does not hold or issue any derivative financial instruments for speculative trading purposes.  D. Deferred Policy Acquisition Costs  The costs of acquiring new business (principally commissions and certain underwriting, agency and policy issue expenses), all of which vary with the production of new business, have been deferred.  Deferred policy acquisition costs are subject to recoverability testing at time of policy issue and loss recognition testing at the end of each year.  For immediate annuities with life contingencies, deferred policy acquisition costs are amortized over the life of the contract in proportion to expected future benefit payments.  For traditional life policies, deferred policy acquisition costs are amortized over the premium paying periods of the related policies using assumptions that are consistent with those used in computing the liability for future policy benefits.  Assumptions as to anticipated premiums are estimated at the date of policy issue and are consistently applied during the life of the contracts.  For these contracts, the amortization periods generally are for the scheduled life of the policy, not to exceed 30 years.  Deferred policy acquisition costs are amortized over the life of the contract, with periods ranging from 15 to 25 years for universal life products and investment-type products, as a constant percentage of estimated gross profits arising principally from surrender charges and interest and mortality margins based on historical and anticipated future experience, updated regularly.  The effects of revisions to reflect actual experience on previous amortization of deferred policy acquisition costs, subject to the limitation that the outstanding DAC asset can never exceed the original DAC plus accrued interest, are reflected in earnings in the period estimated gross profits are revised.  For that portion of the business where acquisition costs are not deferred (i.e., medical stop loss business), management believes the expensing of policy acquisition costs is immaterial.  E. Future Policy Benefits  Future policy benefits for traditional life insurance policies are computed using a net level premium method on the basis of actuarial assumptions as to mortality, persistency and interest established at policy issue.  Assumptions established at policy issue as to mortality and persistency are based on anticipated experience, which, together with interest and expense assumptions, provide a margin for adverse deviation.  Benefit liabilities for deferred annuities during the accumulation period are equal to accumulated contract holders' fund balances and, after annuitization, are equal to the present value of expected future payments.  10    F. Policyholders' Account Balances  Policyholders' account balances for universal life and investment-type contracts are equal to the policy account values.  The policy account values represent an accumulation of gross premium payments plus credited interest less mortality and expense charges and withdrawals.  G. Federal Income Taxes  The Company and its subsidiaries file a consolidated federal income tax return. The asset and liability method in recording income taxes on all transactions that have been recognized in the financial statements is used. SFAS 109 provides that deferred income taxes are adjusted to reflect tax rates at which future tax liabilities or assets are expected to be settled or realized.  H. Earnings Per Common Share  (EPS)  Basic EPS is computed based upon the weighted average number of common shares outstanding during the quarter.  Diluted EPS is computed based upon the weighted average number of common shares including contingently issuable shares and other dilutive items.  The weighted average number of common shares used to compute diluted EPS for the six months ended June 30, 2006 and 2005 was 29,695,503 and 29,444,564, respectively.  The dilution from the potential exercise of stock options outstanding reduced the EPS from $1.29 to $1.28 as of June 30, 2006.  The potential dilution did not change the basic EPS as of June 30, 2005.  I. New Accounting Pronouncements  In July 2006, the Financial Accounting Standards Board (FASB) issued Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109. FIN 48 clarifies the recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company is currently assessing the impact of this Interpretation on its financial statements.  In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets  An Amendment of FASB Statement No. 140 (SFAS 156). SFAS 156 requires that all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable. The statement permits, but does not require, the subsequent measurement of servicing assets and servicing liabilities at fair value. Specifically, the new Standard addresses the recognition and measurement of separately recognized servicing assets and liabilities and provides an approach to simplify efforts to obtain hedge-like (offset) accounting.  SFAS 156 is effective as of the beginning of an entitys first fiscal year that begins after September 15, 2006, which for the Company will be as of the beginning of fiscal 2007. The Company believes that the adoption of SFAS 156 will not have an effect on its financial statements.  On February 16, 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Instruments.  This statement removes an exception from the requirement to bifurcate an embedded derivative feature from a beneficial interest in securitized financial assets.  This statement also provides an election, on an instrument-by-instrument basis, to measure at fair value the entire hybrid financial instrument that contains an embedded derivative requiring bifurcation, rather than measuring only the embedded derivative on a fair value basis.  The Company plans to adopt this guidance effective January 1, 2007.  The Company is in the process of assessing the impact of adopting SFAS No. 155 but does not believe that it will have a material effect on the Company's consolidated financial statements.  In November 2005, the FASB issued FASB Staff Position (FSP) FAS 115-1 and FAS 124-1, The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments (FSP 115-1), which provides guidance on determining when investments in certain debt and equity securities are consider impaired, whether that impairment is other-than-temporary, and how to measure such impairment loss.  FSP 115-1 also includes accounting considerations subsequent to the recognition of an other-than-temporary impairment and requires certain disclosures about unrealized losses that have not been recognized as other-than-temporary impairments.  FSP 115-1 supersedes Emerging Issues Task Force ("EITF") Issue No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments ("EITF 03-1") and EITF Topic D-44, Recognition of Other-Than-Temporary Impairment on the Planned Sale of a Security Whose Cost Exceeds Fair Value ("Topic D-44") and nullifies the accounting guidance on the determination of whether an investment is other-than-temporarily impaired as set forth in EITF 03-1. FSP 115-1 is required to be applied to reporting periods beginning after December 15, 2005.  Adoption of this statement did not have an impact on the Companys financial condition or results of operations.  In September 2005, the Accounting Standards Executive Committee (AcSEC) of the American Institute of Certified Public Accountants (AICPA) issued Statement of Position (SOP) 05-1, Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection With Modifications or Exchanges of Insurance Contracts. SOP 05-1 provides guidance on accounting by insurance enterprises for deferred acquisition costs on internal replacements of insurance and investment contracts other than those specifically described in SFAS No. 97. The SOP defines an internal replacement as a modification in product benefits, features, rights, or coverages that occurs by the exchange of a contract for a new contract, or by amendment, endorsement, or rider to a contract, or by the election of a feature or coverage within a contract. This SOP is effective for internal replacements occurring in fiscal years beginning after December 15, 2006. The Company will adopt SOP 05-1 on January 1, 2007. The Company is currently assessing the impact of SOP 05-1 on the Companys  11   consolidated financial position and results of operations.  In June 2005, the EITF reached consensus on Issue No. 04-5, Determining whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights ("EITF 04-5"). EITF 04-5 provides a framework for determining whether a general partner controls and should consolidate a limited partnership or a similar entity in light of certain rights held by the limited partners. The consensus also provides additional guidance on substantive rights. EITF 04-5 is effective after June 29, 2005 for all newly formed partnerships and for any pre-existing limited partnerships that modify their partnership agreements after that date. EITF 04-5 must be adopted by January 1, 2006 for all other limited partnerships through a cumulative effect of a change in accounting principle recorded in opening equity or it may be applied retrospectively by adjusting prior period financial statements. EITF 04-5 did not have a material impact on the Company's consolidated financial statements.  In June 2005, the FASB issued Statement No. 133 Implementation Issue No. B39, Embedded Derivatives: Application of Paragraph 13(b) to Call Options That are Exercisable Only by the Debtor. Implementation Issue No. B39 indicates that debt instruments where the right to accelerate the settlement of debt can be exercised only by the debtor do not meet the criteria of Paragraph 13(b) of Statement No. 133, and therefore should not individually lead to such options being considered embedded derivatives. Such options must still be evaluated under paragraph 13(a) of Statement No. 133. This implementation guidance is effective for the first fiscal quarter beginning after December 15, 2005. The Companys adoption of this guidance effective January 1, 2006 did not have a material effect on the Companys consolidated financial position or results of operations as the guidance is consistent with the Companys existing accounting policy.  In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections, a replacement of Accounting Principles Board ("APB") Opinion No. 20 and SFAS No. 3 ("SFAS 154"). The statement is a result of a broader effort by the FASB to converge standards with the International Accounting Standards Board ("IASB"). The statement requires retrospective application to prior periods' financial statements for a voluntary change in accounting principle unless it is impracticable. It also requires that a change in method of depreciation, amortization, or depletion for long-lived, non-financial assets be accounted for as a change in accounting estimate rather than a change in accounting principle. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. SFAS 154 did not have a material impact on the Company's consolidated financial statements.  On March 3, 2005, the FASB issued FIN 46R-5, Implicit Variable Interest under FASB Interpretation No. 46R, Consolidation of Variable Interest Entities (VIE).  FIN 46R-5 requires a reporting enterprise to address whether a reporting enterprise has an implicit variable interest in a VIE or potential VIE when specific conditions exist.  FIN 46R-5 became effective in the second quarter of 2005 and did not have a material impact on the Companys consolidated financial statements.  In December 2004, FASB issued SFAS No. 123R, Share Based Payment. SFAS 123R supercedes APB No. 25, FAS No. 123, as amended by FAS No. 148, and related interpretations.  In March 2005, the SEC issued Staff Accounting Bulletin No. 107 (SAB 107), which expresses views of the SEC staff regarding interaction between SFAS 123R and certain SEC rules and regulations and provides the staffs views regarding the valuation of share-based payment arrangements for public companies.  SFAS 123R provides additional guidance on determining whether certain financial instruments awarded in share-based payment transactions are liabilities.  SFAS 123R also requires that the fair value of all share-based transactions be recorded in the financial statements.  The adoption of SFAS No. 123(R) in the six months ended June 30, 2006, did not have a material impact on the Companys consolidated results of operations.  For more information on stock-based compensation costs during the six months ended June 30, 2006, refer to Note 2 - Share-Based Compensation.  2. SHARE-BASED COMPENSATION  Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 123(R) Share-Based Payment and began recognizing compensation expense for its share-based payments based on the fair value of the awards. Share-based payments include stock option grants under the Companys stock plans. SFAS 123(R) requires share-based compensation expense recognized since January 1, 2006, to be based on the following: a) grant date fair value estimated in accordance with the original provisions of SFAS 123 for unvested options granted prior to the adoption date; and b) grant date fair value estimated in accordance with the provisions of SFAS 123(R) for unvested options granted subsequent to the adoption date. Prior to January 1, 2006, the Company accounted for share-based payments using the intrinsic-value-based recognition method prescribed by Accounting Principles Board Opinion (APB) No. 25, Accounting for Stock Issued to Employees, and SFAS 123, Accounting for Stock-Based Compensation. As options were granted at an exercise price equal to the market value of the underlying common stock on the date of grant, no stock-based employee compensation cost was reflected in net income prior to adopting SFAS 123(R). As the Company adopted SFAS 123(R) under the modified-prospective-transition method, results from prior periods have not been restated. The following table illustrates the effect on net income and earnings per share if the Company had previously adopted SFAS 123(R) and applied the fair value recognition provisions of Statement 123 to options granted under the Companys stock plans in all periods presented. For purposes of this pro forma disclosure, the value of the options is estimated using Black-Scholes-Merton multiple option pricing model for all option grants.  12    Six Months EndedThree Months EndedJune 30,
2005June 30,
2005(in thousands, except per share amounts)Net income, as reported$66,724$20,168Less: Total stock-based employee compensation expense determined under the fair value- method, net of related taxes11557Pro forma net income$66,609$20,111Earnings per shareBasic - as reported$2.27$.69Basic - pro forma$2.27$.68Diluted - as reported$2.27$.69Diluted - pro forma$2.26$.68  Under SFAS 123(R) forfeitures are estimated at the time of valuation and reduce expense ratably over the vesting period. This estimate is adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the previous estimate.  The adoption of SFAS 123(R)s fair value method has resulted in additional share-based expense (a component of general expenses and taxes) in the amount of $238,912 related to stock options for the six months ended June 30, 2006, than if the Company had continued to account for share-based compensation under APB No. 25. For the six months ended June 30, 2006, this additional share-based compensation lowered pre-tax earnings by $238,912, lowered net income by $156,487, and lowered basic and diluted earnings per share by $0.01.  The Companys 1996 Stock Option Plan expired on June 1, 2006.  As of June 30, 2006, there were 749,099 options outstanding under the 1996 Stock Incentive Plan.  In May 2006, the shareholders of the Company approved the Companys 2006 Stock Incentive Plan, which became effective on June 1, 2006.  The Companys 2006 Stock Incentive Plan authorized the granting of awards in the form of non-qualified options or incentive stock options qualifying under Section 422A of the Internal Revenue Code.  The plan authorized the granting of options to purchase up to 1,000,000 shares of common stock of the Company to employees, directors and independent contractors of the Company.  All stock options granted will have an exercise price equal to the fair market value of the Corporations common stock on the date of grant.  As of June 30, 2006, there were no options outstanding under the 2006 Stock Incentive Plan.  The Company generally issues new shares when options are exercised.  The following schedule shows all options granted, exercised, expired and exchanged under the Company's 1996 Incentive Stock Option Plan for the year ended December 31, 2005 and the six-month period ended June 30, 2006.  NumberAmountTotalof SharesPer SharePriceOutstanding, December 31, 2004648,700$               13.79$       8,944,986Granted210,75018.333,863,048Exercised(65,323)13.86(905,377)Cancelled(17,406)13.96(243,057)Outstanding, December 31, 2005776,72115.0111,659,599Granted000Exercised(24,572)12.83(315,302)Cancelled(3,050)14.98(45,677)Outstanding, June 30, 2006749,099$               15.08$     11,298,620   13    The Company grants options to purchase common stock to its employees, directors and independent contractors at prices equal to the market value of the stock on the dates the options were granted. The options have a term of 5 years from grant date and vest in equal annual installments over the four-year period following the grant date for employee options. Employees generally have three months after the employment relationship ends to exercise all vested options. The fair value of each option grant is separately estimated for each vesting date. The fair value of each option is amortized into compensation expense on a straight-line basis between the grant date for the award and each vesting date. The Company has estimated the fair value of all stock option awards as of the date of the grant by applying the Black-Scholes-Merton multiple-option pricing valuation model. The application of this valuation model involves assumptions that are judgmental and highly sensitive in the determination of compensation expense. The Company did not award any options during the first six months of 2006.  The key assumptions used in determining the fair value of options granted in 2005 and a summary of the methodology applied to develop each assumption are as follows: Expected price volatility27.75%Risk-free interest rate3.86%Weighted average expected lives in years3.75Forfeiture rate5-20%Dividend yield2.18%  Expected Price Volatility - This is a measure of the amount by which a price has fluctuated or is expected to fluctuate. We use actual historical changes in the market value of our stock to calculate the volatility assumption, as it is managements belief that this is the best indicator of future volatility. We calculate weekly market value changes from the date of grant over a past period representative of the expected life of the options to determine volatility. An increase in the expected volatility will increase compensation expense.  Risk-Free Interest Rate - This is the U.S. Treasury rate for the week of the grant having a term equal to the expected life of the option. An increase in the risk-free interest rate will increase compensation expense.  Expected Lives - This is the period of time over which the options granted are expected to remain outstanding giving consideration to vesting schedules, historical exercise and forfeiture patterns.  The Company uses the simplified method outlined in SEC Staff Accounting Bulletin No. 107 to estimate expected lives for options granted during the period.  Options granted have a maximum term of five years. An increase in the expected life will increase compensation expense.  Forfeiture Rate - This is the estimated percentage of options granted that are expected to be forfeited or canceled before becoming fully vested. This estimate is based on historical experience. An increase in the forfeiture rate will decrease compensation expense.  Dividend Yield  The expected dividend yield is based on the Companys current dividend yield and the best estimate of projected dividend yields for future periods within the expected life of the option.  An increase in the dividend yield will decrease compensation expense.  There was no impact on cash provided by operating and/or financing activities related to increased tax benefits from stock based payment arrangements.  During the six-months ended June 30, 2006, 24,572 options were exercised increasing cash provided by financing activities, issuance of common stock, by approximately $316,000.  At June 30, 2006, the aggregate intrinsic value of all outstanding options was $18.4 million with a weighted average remaining contractual term of 2.26 years.  The total compensation cost related to non-vested awards not yet recognized was $1.1 million with an expense recognition period of 3.3 years.  During the six months ended June 30, 2006, 67,664 options vested with an intrinsic value of  $1.7 million at June 30, 2006.  3. INVESTMENTS  There were no investments in any one issuer that totaled 10% or more of Shareholders Equity as of June 30, 2006.  14    The following information summarizes the components of net investment income:  For the six months ended
June 30, 2006
(in thousands)For the six months ended
June 30, 2005
(in thousands)Fixed maturities$                127,313$              140,716Limited Partnerships18,12137,055Common stocks464525Short-term investments7,429615Other investment income819963154,146179,874Less investment expenses2,7582,643Net investment income$                151,388$              177,231  For the three months ended
June 30, 2006
(in thousands)For the three months ended
June 30, 2005
(in thousands)Fixed maturities$                63,668$              70,561Limited Partnerships4,38321,573Common stocks287315Short-term investments3,863281Other investment income43149872,63293,228Less investment expenses1,342953Net investment income$                71,290$              92,275   The Company undertook a duration shortening program in its fixed income portfolio during the first quarter of 2005.  This program involved selling bonds with maturities longer than 20 years and reinvesting the proceeds into lower yielding 5 to 10 year maturities of investment grade corporate bonds and U.S. agency bonds (See discussion on Asset/Liability Management in the Managements Discussion and Analysis of Financial Condition and Results of Operations).   The program generated proceeds of $778.3 million and pre-tax capital gains of approximately $58.3 million.  The following table presents the amortized cost and gross unrealized losses for securities where the estimated fair value had declined and remained below amortized cost at June 30, 2006:  Less Than 12 Months12 Months or MoreTotalFair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized LossesDescription of Securities(in thousands)US Treasury obligations and direct obligations of US Government Agencies$    339,233$    16,464$    93,823$     7,603$    433,056$   24,067Corporate Bonds1,015,36466,497386,89933,8791,402,263100,376Preferred Stocks81,8515,5975,83484187,6856,438Subtotal Fixed Maturities1,436,44888,558486,55642,3231,923,004130,881Common Stock6,809659--6,809659Total Temporarily Impaired Securities$ 1,443,257$    89,217$ 486,556$   42,323$ 1,929,813$ 131,540      15   The following table presents the amortized cost and gross unrealized losses for fixed maturities and common stock where the estimated fair value had declined and remained below amortized cost at December 31, 2005:  Less Than 12 Months12 Months or MoreTotalFair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized LossesDescription of Securities(in thousands)US Treasury obligations and direct obligations of US Government Agencies$    199,083$    2,866$  108,226$     1,979$    307,309$   4,845Corporate Bonds1,078,58637,25155,1054,6861,133,69141,937Preferred Stocks37,6911,07611,9491,04549,6402,121Subtotal Fixed Maturities1,315,36041,193175,2807,7101,490,64048,903Common Stock5,760524--5,760524Total Temporarily Impaired Securities$ 1,321,120$    41,717$ 175,280$   7,710$ 1,496,400$ 49,427   The following table presents the total gross unrealized losses for fixed maturities where the estimated fair value had declined and remained below amortized cost by June 30, 2006.  Gross Unrealized Losses% Of
Total(in thousands)Less than twelve months$     88,55867.66Twelve months or more42,32332.34Total$   130,881100.00  The following table presents the total gross unrealized losses for fixed maturities where the estimated fair value had declined and remained below amortized cost by December 31, 2005.  Gross Unrealized Losses% Of
Total(in thousands)Less than twelve months$     41,19384.23Twelve months or more7,71015.77Total$   48,903100.00  As of June 30, 2006 and December 31, 2005, the Company had approximately $148 million and $240 million, respectively, of gross unrealized gains in fixed maturities.  The Companys investments are primarily concentrated in a variety of fixed income securities that are exposed to a combination of credit risk and interest rate risk, each of which can impact fluctuations in overall market valuation. During the first six months of 2006, the portfolio experienced a decrease in market value caused by a rise in 30-year interest rates, as the 30-year Treasury yield increased from 4.53% to 5.24% during the period, representing a decrease in market value of 10.72 points or 9.53% of total value. During the same timeframe, the 10-year Treasury yield rose from 4.39% on December 31, 2005 to 5.14% on June 30, 2006. This represented a decrease in market value of the benchmark 10-year Treasury of approximately 5.59 points, or 5.55% of total value. Given the strength of the overall economic recovery and the announced policies of the U.S. Federal Reserve, the Company anticipates the possibility of some further rise in interest rates over the remainder of 2006.  A rise in overall interest rates may have a negative impact on the market valuation of the Companys fixed income portfolio. The Companys book value will generally increase when interest rates decrease and decrease when interest rates increase. The book value per share at June 30, 2006 and December 31, 2005 was $ 19.41 and $ 21.29, respectively, largely reflecting the increase in interest rates.  Management evaluates whether temporary or other than temporary impairments have occurred on a case-by-case basis.  Management considers a wide range of factors about the security issuer and uses its best judgment in evaluating the cause and decline in the  16   estimated fair value of the security and in assessing the prospects for near-term recovery.  Inherent in managements evaluation of the security are assumptions and estimates about the operations of the issuer and its future earnings potential.  Considerations used by the Company in the other than temporary impairment evaluation process include, but are not limited to: (i) the length of time and the extent to which the market value has been below amortized cost; (ii) whether the issuer is experiencing significant financial difficulties; (iii) financial difficulties being experienced by an entire industry sector or sub-sector; (iv) economically depressed geographic locations; (v) situations where the issuer, series of issuers or industry  has a catastrophic type of loss or has exhausted natural resources; (vi) in situations where it is determined that an impairment is attributable to changes in market interest rates, the Corporations ability and intent to hold impaired securities until recovery of fair value at or above cost; and (vii) other subjective factors, including concentrations and information obtained from regulators and rating agencies.  As of June 30, 2006, the Company has, after evaluation, concluded that the above-mentioned securities with unrealized losses totaling $130.9 million, are not other than temporarily impaired.  4. NOTES PAYABLE  Notes payable at June 30, 2006 and December 31, 2005 consist of $100 million, 7 7/8% Senior Notes (Senior Notes) due February 15, 2009.  Interest is payable February 15 and August 15.  Debt issue costs are being amortized on the effective interest method over the term of the notes.  As of June 30, 2006, unamortized costs were $590,000.  The total principal is due on February 15, 2009.  In addition, the Company had deferred losses of approximately $1.8 million recorded in accumulated other comprehensive gain as of June 30, 2006, related to an interest rate lock agreement used to hedge the issuance of the Senior Notes.  The Company reclassifies the deferred loss from a liability to accumulated other comprehensive gain over the term of the Senior Notes.  The Company expects to record approximately $672,000 of accumulated other comprehensive income for the year 2006.  The indenture governing the Senior Notes contains covenants relating to limitations on liens and sale or issuance of capital stock of the Insurance Company.  In the event the Company violates such covenants as defined in the indenture, the Company may be obligated to offer to repurchase the entire outstanding principal amount of such notes. As of June 30, 2006, the Company believes that it is in compliance with all of the covenants.  The short-term note payable relates to a bank line of credit with the Bank of New York in the amount of $50 million and provides for interest on borrowings based the current London Inter Bank Offering Rate (LIBOR).  At both June 30, 2006 and 2005, the Company had $50 million outstanding.  The line of credit was renewed on April 14, 2006 for a period of one year.  5. SHAREHOLDERS' EQUITY  During 2005 and the first half of 2006, the Company's Board of Directors maintained the quarterly dividend rate of $.10 per share.  The Company is authorized pursuant to a resolution of the Board of Directors to purchase 385,000 shares of common stock.  6. NET UNREALIZED INVESTMENT (LOSSES)/GAINS  For the Six months ended June 30, 2006:Pre Tax
AmountTax
(Expense)/
BenefitAfter-Tax
Amount(in thousands)Net unrealized losses on investment securities:Net unrealized holding losses arising during year$    (129,423)$          45,298$      (84,125)Plus: reclassification adjustment for gains realized in net income24,867(8,703)16,164Change related to deferred policy acquisition costs(27,446)9,606(17,840)Net unrealized investment losses$    (132,002)$          46,201$      (85,801)For the Six months ended June 30, 2005:Net unrealized gains on investment securities:Net unrealized holding losses arising during year$     (24,424)$            8,549$      (15,875)Plus: reclassification adjustment for gains realized in net income66,657(23,330)43,327Change related to deferred policy acquisition costs(5,467)1,913(3,554)Net unrealized investment gains$      36,766$       ( 12,868)$       23,898   17    7. EMPLOYEE BENEFIT AND DEFERRED COMPENSATION PLANS  Employee Savings Plan  The Company adopted an Internal Revenue Code (IRC) Section 401(k) plan for its employees effective January 1, 1992. Under the plan, participants may contribute up to the dollar limit as prescribed by IRC Section 415(d).  In January 2005, the Companys Board of Directors approved an annual contribution to the 401(k) plan equal to 4% of all employees salaries, allocated to each of the Companys employees without regard to the amounts, if any, contributed to the plan by the employees.  The Company contribution is subject to a vesting schedule.  The Company contributed approximately $141,600 and $127,200 into this plan during the six months ended June 30, 2006 and June 30, 2005, respectively.  8. INCOME TAXES  Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, (b) operating loss carry forwards and (c) a valuation allowance.  The Company's effective tax rate for each of the six months ended June 30, 2006 and 2005 was 34.5%.  9. COMMITMENTS AND CONTINGENCIES  From time to time, the Company is involved in litigation relating to claims arising out of its operations in the normal course of business.  As of June 30, 2006, the Company is not a party to any legal proceedings, the adverse outcome of which, in management's opinion, individually or in the aggregate, would have a material adverse effect on the Company's financial condition or results of operations.  10. SUBSEQUENT EVENTS  None   18    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   The Board of Directors and Shareholders Presidential Life Corporation Nyack, New York 10960   We have reviewed the accompanying condensed consolidated balance sheet of Presidential Life Corporation and subsidiaries (the Company) as of June 30, 2006, and the related condensed consolidated statements of income, for the three-month and six-month periods ended June 30, 2006, and the condensed consolidated statement of stockholders equity and cash flows, for the six-month periods ended June 30, 2006.  These interim financial statements are the responsibility of the Corporations management. We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States).  A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to such condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.  We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of the Company as of December 31, 2005, and the related consolidated statements of income, changes in stockholders equity, and cash flows for the year then ended (not presented herein); and in our report dated March 16, 2006, we expressed an unqualified opinion on those consolidated financial statements.  In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2005 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.  BDO Seidman, LLP New York, New York  August 9, 2006                             19    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   The Board of Directors and Shareholders Presidential Life Corporation Nyack, New York 10960   We have reviewed the accompanying condensed consolidated statements of income of Presidential Life Corporation and subsidiaries (the Company) for the three-month and six-month periods ended June 30, 2005, and the condensed consolidated statements of shareholders equity and cash flows, for the six-month period ended June 30, 2005.  These interim financial statements are the responsibility of the Companys management.  We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States).  A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion.  Based on our review, we are not aware of any material modifications that should be made to such condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.    Deloitte & Touche, LLP  New York, New York August 9, 2005                         20   Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations General  Presidential Life Corporation (the Company or Corporation), through its wholly-owned subsidiary, Presidential Life Insurance Company (Insurance Company), is engaged in the sale of insurance products with two primary lines of business: individual annuities and individual life insurance.  Our revenues are derived primarily from premiums received from the sale of annuity contracts and universal life insurance policies, premiums received for whole life and term life insurance products and gains (or losses) from our investment portfolio.  For financial statement purposes, our revenues from the sale of whole life and term life insurance products and annuity contracts with life contingencies are treated differently from our revenues from the sale of annuity contracts without life contingencies, deferred annuities and universal life insurance products.  Premiums from the sale of whole or term life insurance products and life contingency annuities are reported as premium income on our financial statements.  Premiums from the sale of deferred annuities, universal life insurance products and annuities without life contingencies are not reported as premium revenues, but rather are reported as additions to policyholders account balances.  From these products, revenues are recognized over time in the form of policy fee income, surrender charges and mortality and other charges deducted from policyholders account balances.  Profitability in the Insurance Companys individual annuities and individual life insurance depends largely on the size of its inforce block, the adequacy of product pricing and underwriting discipline, the efficiency of its claims and expense management, and the performance of the investment portfolio.  When we use the term We, Us and Our we mean Presidential Life Corporation, a Delaware Corporation, and its consolidated subsidiaries.  In this discussion we have included statements that may constitute forward-looking statements within the meaning of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements are not historical facts but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and beyond our control.  These statements may relate to our future plans and objectives.  By identifying these statements for you in this manner, we are alerting you to the possibility that our actual results may differ, possibly materially, from the results indicated in these forward-looking statements.  Executive Overview  Results  Basic earnings per share were $1.29 and $2.27 for the six-month period ended June 30, 2006 and 2005, respectively.  Results in the first six months of 2005 reflected the results of the Companys portfolio rebalancing initiative during that period.  In connection with that initiative, the Company sold approximately $778.3 million of longer-term investment assets and purchased approximately $778.3 million of shorter-term investment assets.  These transactions resulted in capital gains of approximately $58.3 million.  Our total revenues in the first six months of 2006 and 2005 were approximately $200 million and approximately $267 million, respectively. The results for the first six months of 2006 show a decrease in realized capital gains of approximately $41.8 million primarily due to the portfolio rebalancing activities in 2005, as discussed above.  Basic earnings per share were $.60 and $.69 for the three-month period ended June 30, 2006 and 2005, respectively.  Results in the second quarter of 2006 benefited from realized capital gains from derivative instruments but also reflected a decrease in net investment income. Our total revenues in the second quarters of 2006 and 2005 were approximately $98 million and approximately $110 million, respectively.  Pricing  Management believes that the Company is able to offer its products at competitive prices to its targeted markets as a result of: (i) maintaining relatively low issuance costs by selling through the independent general agency system; (ii) minimizing home office administrative costs; and (iii) utilizing appropriate underwriting guidelines.  The long-term profitability of sales of life and most annuity products depends on the degree of margin of the actuarial assumptions that underlie the pricing of such products.  Actuarial calculations for such products, and the ultimate profitability of sales of such products, are based on four major factors: (i) persistency; (ii) rate of return on cash invested during the life of the policy or contract; (iii) expenses of acquiring and administering the policy or contract; and (iv) mortality.  Persistency is the rate at which insurance policies remain in force, expressed as a percentage of the number of policies remaining in force over the previous year. Policyholders sometimes do not pay premiums, thus causing their policies to lapse.  The assumed rate of return on invested cash and desired spreads during the period that insurance policies or annuity contracts are in force also affects pricing of products and currently includes an assumption by the Company of a specified rate of return and/or spread on its investments for each year that such insurance or annuity product is in force.  21    Investments  The Company¢s principal investments are in fixed maturities, all of which are exposed to at least one of three primary sources of investment risk: credit, interest rate and market valuation.  The financial statement risks are those associated with the recognition of impairments and income, as well as the determination of fair values.Management evaluates whether temporary or other than temporary impairments have occurred on a case-by-case basis.  Management considers a wide range of factors about the security issuer and uses its best judgment in evaluating the cause and decline in the estimated fair value of the security and in assessing the prospects for near-term recovery.  Inherent in managements evaluation of the security are assumptions and estimates about the operations of the issuer and its future earnings potential.  Considerations used by the Company in the other than temporary impairment evaluation process include, but are not limited to: (i) the length of time and the extent to which the market value has been below amortized cost; (ii) whether the issuer is experiencing significant financial difficulties; (iii) financial difficulties being experienced by an entire industry sector or sub-sector; (iv) economically depressed geographic locations; (v) situations where the issuer, series of issuers or industry  has a catastrophic type of loss or has exhausted natural resources; (vi) in situations where it is determined that an impairment is attributable to changes in market interest rates, the Corporations ability and intent to hold impaired securities until recovery of fair value at or above cost; and (vii) other subjective factors, including concentrations and information obtained from regulators and rating agencies. In addition, the earnings on certain investments are dependent upon market conditions, which could result in prepayments and changes in amounts to be earned due to changing interest rates or equity markets.  The determination of fair values in the absence of quoted market values is based on valuation methodologies, securities the Company deems to be comparable, and assumptions deemed appropriate given the circumstances.  The use of different methodologies and assumptions may have a material effect on the estimated fair value amounts.  The Company derives a substantial portion of its total revenues from investment income. The Company manages most of its investments internally.  All investments made on behalf of the Company are governed by the general requirements and guidelines established and approved by the Company's investment committee (the Investment Committee) and by qualitative and quantitative limits prescribed by applicable insurance laws and regulations.  The Investment Committee meets regularly to set and review investment policy and to approve current investment plans.  The actions of the Investment Committee are subject to review and approval by the Board of Directors of the Insurance Company.  The Company's investment policy must comply with New York State Insurance Department (NYSID) regulations and the regulations of other applicable regulatory bodies.  The Company's investment philosophy generally focuses on purchasing investment grade securities with the intention of holding such securities to maturity.  The Company's investment philosophy is focused on the intermediate to longer-term horizon and is not oriented towards trading.  However, as market opportunities, liquidity, or regulatory considerations may dictate, securities may be sold prior to maturity.  The Company has categorized all fixed maturity securities as available for sale and carries such investments at market value.  The Company manages its investment portfolio to meet the diversification, yield and liquidity requirements of its insurance policy and annuity contract obligations. The Company's liquidity requirements are monitored regularly so that cash flow needs are sufficiently satisfied.  Adjustments are made periodically to the Company's investment policies to reflect changes in the Company's short and long-term cash needs, as well as changing business and economic conditions.  The Company seeks to manage its investment portfolio in part to reduce its exposure to interest rate fluctuations.  In general, the market value of the Company's fixed maturity portfolio increases or decreases in an inverse relationship with fluctuations in interest rates, and the Company's net investment income increases or decreases in direct relationship with interest rate changes.  For example, if interest rates decline, the Company's fixed maturity investments generally will increase in market value, while net investment income will decrease as fixed income investments mature or are sold and proceeds are reinvested at the declining rates.  Management is aware that prevailing market interest rates frequently shift and, accordingly, the Company has adopted strategies that are designed to address either an increase or decrease in prevailing rates.  The primary market risk in the Companys investment portfolio is interest rate risk and to a lesser degree, equity price risk.  The Company's exposure to foreign exchange risk is not significant.  The Company has no direct commodity risk.  Changes in interest rates can potentially impact the Companys profitability.  In certain scenarios where interest rates are volatile, the Company could be exposed to disintermediation risk and reduction in net interest rate spread or profit margin.  In July 2005, Presidential Life entered into a series of Payor Swaption investments designed to protect the Company against an instantaneous rise in interest rates of 300 basis points, as required by the New York State Insurance Department (Regulation 126).  Six contracts against the 10-year swap rate were executed with one dealer and three banks at a total cost of $19,430,625. The Company has established ISDA Credit Support Agreements with the four counterparties. Three of the counterparties have ratings equal to or higher than Aa3/AA- by Moody's and S&P, respectively, and one counterparty carries an A1/A+ rating. Certain of these contracts were due to expire in July 2006 and the balance expire in July 2007 and July 2008 at varying strike rates based on the 10-year swap rate. The Company has determined that the Payor Swaptions represent a "non-qualified hedge" and has adopted accounting procedures consistent with the provisions of FAS 133. The aggregate market value of the Payor Swaptions as of June 30, 2006 was $ 34,242,295. These investments are classified on the balance sheet as "Derivative instruments". Under FAS 133, the value of the Payor Swaptions is recognized at "fair value" (market value), with the resulting change in fair value reflected in the statement of income as a realized loss or gain. The change in market value in the 2nd Quarter of 2006 was a gain of $9,019,784.  The Company has determined that the average fair value, based upon weekly  22   market values for the period  (December 31, 2005 to June 30, 2006), was $25,444,522.  Subsequent to the end of the second quarter, on July 11, 2006, Presidential sold the expiring 2006 Payor Swaption for $ 5,930,000, realizing a capital gain of $ 3,186,000. The proceeds were reinvested into a new Payor Swaption with notional value of $ 325,000,000 (increased from the $200,000,000 notional value of the expiring Payor Swaption) that expires on July 15, 2009 for a total cash consideration of $ 6,170,000.  Risk-Based Capital  Under the NAIC's risk-based capital formula, insurance companies must calculate and report information under a risk-based capital formula.  The standards require the computation of a risk-based capital amount, which then is compared to a companys actual total adjusted capital.  The computation involves applying factors to various financial data to address four primary risks: asset default, adverse insurance experience, disintermediation and external events.  This information is intended to permit insurance regulators to identify and require remedial action for inadequately capitalized insurance companies, but is not designed to rank adequately capitalized companies.  The NAIC formula provides for four levels of potential involvement by state regulators for inadequately capitalized insurance companies, ranging from a requirement for an insurance company to submit a plan to improve its capital (Company Action Level) to regulatory control of the insurance company (Mandatory Control Level).  At December 31, 2005, the Insurance Companys Company Action Level was $97.6 million and the Mandatory Control Level was $34.1 million. The Insurance Companys adjusted capital at December 31, 2005 was $338.3 million, which exceeds all four-action levels.  Agency Ratings  Ratings are an important factor in establishing the competitive position in the insurance and financial services marketplace.  There can be no assurance that the Corporations or the Insurance Companys ratings will continue for any given period of time or that they will not be changed.  In the event the ratings are downgraded, the level of revenues or the persistency of the Insurance Companys business may be adversely impacted.  In January 2005, A.M. Best Company affirmed the Insurance Companys rating at B+ (Very Good).  Publications of A.M. Best indicate that the B+ rating is assigned to those companies that, in A.M. Best's opinion, have achieved a very good overall performance when compared to the norms of the insurance industry and that generally have demonstrated a good ability to meet their respective policyholder and other contractual obligations over a long period of time.  In February 2006, A.M. Best Company reaffirmed the Insurance Companys rating at B+ (Very Good) with a stable outlook.  In evaluating a company's statutory financial and operating performance, A.M. Best reviews the company's profitability, leverage and liquidity, as well as the company's book of business, the adequacy and soundness of its reinsurance, the quality and estimated market value of its assets, the adequacy of its reserves and the experience and competency of its management.  A.M. Best's rating is based on factors which primarily are relevant to policyholders, agents and intermediaries and is not directed towards the protection of investors, nor is it intended to allow investors to rely on such a rating in evaluating the financial condition of the Insurance Company.  In May 2004, Moody's Investor Services (Moody's) lowered the Insurance Company's insurance financial strength rating from Ba1 (Questionable financial security) to Ba2 (Questionable financial security).  In May 2004, Moodys lowered its rating on the Corporations Senior Notes from B1 (Poor financial security) to B2 (Poor financial security), but raised the outlook on the rating from negative to stable. In 2006, Moodys reaffirmed the Insurance Companys financial strength rating of Ba2 and the Corporations Senior Notes rating of B2.  In June 2005, Standard & Poor's Corporation (Standard & Poor's) lowered the Insurance Company's insurance financial strength rating from a BB+, which is defined as less vulnerable in the near-term but faces major ongoing uncertainties to adverse business, financial and economic conditions to a BB- which is defined as a vulnerability to the broad array of risks that are embedded in its investment and operational profile.  In June 2005, Standard & Poors lowered the credit rating of the Senior Notes from a B+ (more vulnerable to adverse business, financial and economic conditions but currently has the capacity to meet financial requirements) to a B- (weak financial security, adverse business conditions will likely impair its ability to meet financial commitments) but raised the Credit Watch rating from negative to stable.  The downgrades did not have a material impact on the financial statements of the Corporation for the first half of 2006.  Results of Operations  Comparison of the six months ended June 30, 2006 with the same period in 2005 and a comparison of significant items for the three months ended June 30, 2006 with the same period in 2005.  23   Revenues  Annuity Considerations and Life Insurance Premiums  Total annuity considerations and life insurance premiums increased to approximately $21.4 million for the six months ended June 30, 2006 from approximately $20.8 million for the six months ended June 30, 2005, an increase of approximately $0.6 million.  Of this amount, annuity considerations were approximately $15.4 million for the six months ended June 30, 2006 as compared to approximately $15.8 million for the six months ended June 30, 2005, a decrease of approximately $0.4 million.  In accordance with GAAP, sales of single premium deferred annuities are not reported as insurance revenues, but rather as additions to policyholder account balances.  Based on statutory accounting, revenue from sales of single premium annuities were approximately $71.8 million and approximately $91.8 million during the six months ended June 30, 2006 and June 30, 2005, respectively. The decrease is primarily attributable to the Companys current credit rating and managements intention to preserve and build the Insurance Companys capital and surplus ratios.  Premiums increased approximately $1.0 million due to an increase in sales of our graded benefit life insurance.  In a quarter-to-quarter comparison, annuity considerations and life insurance premiums remained steady at approximately  $11 million for the three months ended June 30, 2006 and June 30, 2005.  Policy Fee Income  Universal life and investment type policy fee income was approximately $1.6 million for the six months ended June 30, 2006, as compared to approximately $1.5 million for the six months ended June 30, 2005.  This increase is attributable to an increase in surrender charge fees associated with the Companys annuity contracts, as well as an increase in insurance fees collected on the Companys universal life policies.  Universal life and investment type policy fee income was approximately $.8 million for the three months ended June 30, 2006 and June 30, 2005.  Net Investment Income  Net investment income totaled approximately $151.4 million during the first six months of 2006, as compared to approximately $177.2 million during the first six months of 2005.  This represents a decrease of approximately $25.8 million.  This decrease is due principally to a decrease in income from fixed maturities and limited partnerships.  Income from fixed maturities decreased by approximately $12.8 million and was partially offset by an increase in investment income from short-term investments of approximately $6.8 million.  The decrease in income from fixed maturities was primarily due to the Companys duration shortening program which involved the sale of bonds with maturities longer than 20 years and reinvesting the proceeds into lower yielding 5 to 10 year maturities of investment grade corporate bonds and U.S. agency bonds (See discussion on the Asset/Liability Management in the Management Discussion and Analysis of Financial Condition and Results of Operations).  Income from limited partnerships decreased by approximately $18.9 million.  This decrease reflects the inherent volatility in the amount and timing of the distributions of realized capital gains and income from the Companys limited partnership investments.  The Company's ratios of net investment income to average cash and invested assets less net investment income for the six month periods ended June 30, 2006 and June 30, 2005 were 6.73% and 7.72%, respectively.  Net Realized Investment Gains and Losses  Realized investment gains amounted to approximately $24.9 million during the first six months of 2006, as compared to approximately $66.7 million during the first six months of 2005.  The decrease was primarily due the impact of the Companys duration shortening program in its fixed income portfolio during the first three months of 2005.  This program initially involved selling bonds with maturities longer than 20 years and reinvesting the proceeds into lower yielding 5 to 10 year maturities of investment grade corporate bonds and U.S. agency bonds (See discussion on the Asset/Liability Management in the Management Discussion and Analysis of Financial Condition and Results of Operations).  The initial program generated proceeds of $778.3 million and pre-tax capital gains of approximately $58.3 million.  Realized investment gains and losses for the six months ended June 30, 2006 and 2005, respectively, include realized investment losses or writedowns of $3.0 million and $3.5 million, respectively, attributable to other than temporary impairments in the value of certain securities contained in the Company's investment portfolio (See Critical Accounting Estimates Investments below for a discussion of the factors considered in determining other than temporary impairment.)  Since May 2005, the Company has limited its investments to high-grade commercial paper (predominately rated A1/P1) with maturities of one to three days.  When impairments are determined to be other than temporary, the Company adjusts the book value to reflect the fair value, as appropriate, on a quarterly basis and the amount of the impairments are recorded as realized investment losses in the income statement.  Realized investment gains (losses) also result from sales of certain equities and convertible securities, and calls and sales of fixed maturity investments in the Company's investment portfolio.  See Note 3 of the condensed consolidated financial statements.  Realized gains were $14.0 million for the three months ended June 30, 2006 and $5.6 million for the three months ended June 30, 2005.  The variance of $8.4 million is primarily due to an increase in the gain on derivative instruments.  See Item 2. Investments.  24    Total Benefits and Expenses  Total benefits and expenses for the six months ended June 30, 2006 aggregated approximately $142.1 million, as compared to approximately $165.2 million for the six months ended June 30, 2005.  This represents a decrease of $23.1 million from the first six months of 2005.  Total benefits and expenses for the three months ended June 30, 2006 aggregated approximately $70.8 million, as compared to approximately $79.4 million for the three months ended June 30, 2005.  This represents a decrease of approximately $8.6 million from the second quarter of 2005.    The reasons for this decrease are discussed in the following paragraphs.  Interest Credited and Benefits to Policyholders  Interest credited and other benefits to policyholders amounted to approximately $120.9 million for the six months ended June 30, 2006, as compared to approximately $128.4 million for the six months ended June 30, 2005. This represents a decrease of approximately $7.5 million. Interest credited and other benefits to policyholders was approximately $60.1 million and $65.5 million for the three-month period ended June 30, 2006 and June 30, 2005, respectively.  This decrease is primarily due to increased surrenders on deferred annuities that exceeded interest earned and new premiums.  The Insurance Companys average credited rate for reserves and account balances for the six months ended June 30, 2006 and 2005 were less than the Companys ratio of net investment income to mean assets for the same period as noted above under Net Investment Income. Although management does not currently expect material declines in the spread between the Company's average credited rate for reserves and account balances and the Company's ratio of net investment income to mean assets (the "Spread"), there can be no assurance that the Spread will not decline in future periods or that such decline will not have a material adverse effect on the Company's financial condition and results of operations.  Depending, in part, upon competitive factors affecting the industry in general, and the Company, in particular, the Company may, from time to time, change the average credited rates on certain of its products.  There can be no assurance that the Company will be able to reduce such rates or that any such reductions will broaden the Spread.  The actual spread, excluding capital gains, for the six months ended June 30, 2006 was 1.32% compared to 2.09% for the same period in 2005.  The decrease is primarily due to a reduction in the earned rate, partially offset by a decrease in the crediting rate.  Interest Expense on Notes Payable  The interest expense on the Company's notes payable amounted to approximately $5.0 million for the six months ended June 30, 2006, and approximately $5.3 million for the six months ended June 30, 2005.  General Expenses, Taxes and Commissions  General expenses, taxes and commissions to agents totaled approximately $11.5 million for the six months ended June 30, 2006, as compared to approximately $14.0 million for the six months ended June 30, 2005.  This represents a decrease of approximately $2.5 million.  The decrease principally is attributable to a reduction in state taxes, licenses and fees of $2.3 million due to a decrease in the New York State Franchise taxes and state taxes on premiums.  General expenses, taxes and commissions to agents totaled approximately $6.4 million for the three months ended June 30, 2006, as compared to approximately $7.0 million for the three months ended June 30, 2005.   Deferred Policy Acquisition Costs (DAC)  The change in the net DAC for the six months ended June 30, 2006 resulted in a charge of approximately $4.8 million, as compared to a charge of approximately $17.5 million for the six months ended June 30, 2005.  The principal cause of such decrease was the large realized gains from the portfolio-rebalancing program during the first quarter of 2005, which impacted the gross margins used to determine DAC amortization expense.  Under applicable accounting rules (SFAS No. 97), DAC related to deferred annuities is amortized in proportion to the estimated gross profits over the estimated lives of the contracts.  Essentially, as estimated profits of the Company related to these assets increase, the amount and timing of amortization is accelerated.  In the first six months of 2005, the Companys investment performance was substantially improved compared to the first six months of 2006  a significant portion due to realized investment gains from the portfolio rebalancing program. This resulted in a much-higher charge from DAC amortization.  25   The change in net DAC was also attributable to the costs associated with product sales, which have been deferred (accounting for a credit of approximately $4.4 million in the first six months of 2006 and $4.6 million in the first six months of 2005).  Such changes accounted for a charge of approximately $6.4 million in the first six months of 2006 as compared to a charge of approximately $19.3 million in the first six months of 2005.  The balance of the change in net DAC is due to the amortization of the DAC for the remainder of the business (accounting for a charge of approximately $2.7 million for the first six months of both 2006 and of 2005). The change in the net DAC for the three months ended June 30, 2006 resulted in a charge of approximately $1.7 million, as compared to a charge of approximately $4.3 million for the three months ended June 30, 2005.  The decrease was primarily due to the lower level of investment income for the second quarter of 2006 resulting in a smaller amortization of DAC.  Income Before Income Taxes  For the reasons discussed above, income before income taxes amounted to approximately $58.0 million for the six months ended June 30, 2006, as compared to approximately $101.9 million for the six months ended June 30, 2005.  Income before income taxes amounted to approximately $26.8 million for the three months ended June 30, 2006, as compared to approximately $30.8 million for the three months ended June 30, 2005.  Income Taxes  Income tax expense was approximately $20.0 million for the first six months of 2006 as compared to approximately $35.2 million for the first six months of 2005.  The income tax expense was approximately $9.2 million and approximately $10.7 million for the three-month periods ended June 30, 2006 and June 30, 2005, respectively.  The decrease is attributable to lower income before income taxes.  Net Income  For the reasons discussed above, the Company had net income of approximately $38.0 million during the six months ended June 30, 2006 and a net income of approximately $66.7 million during the six months ended June 30, 2005. The net income was approximately $17.6 million for the three-month period ended June 30, 2006 and approximately $20.2 million for the three-month period ended June 30, 2005.   Liquidity and Capital Resources  The Company is an insurance holding company and its primary uses of cash are debt service obligations, operating expenses and dividend payments.  The Company's principal sources of cash are interest on its investments, dividends from the Insurance Company, and. rent from its real estate.  During the first half of 2006, the Company's Board of Directors declared quarterly cash dividends of $.10 per share payable on April 1, 2006 and July 1, 2006.  During the first six months of 2006 the Company did not purchase or retire any shares of common stock.  The Insurance Company is subject to various regulatory restrictions on the maximum amount of payments, including loans or cash advances, that it may make to the Company without obtaining prior regulatory approval. Under the New York Insurance Law, the Insurance Company is permitted, without prior insurance regulatory clearance, to pay a stockholder dividend to the Company as long as the aggregate amount of all such dividends in any calendar year does not exceed the lesser of (i) 10% of its surplus as of the immediately preceding calendar year or (ii) its net gain from operations for the immediately preceding calendar year (excluding realized capital gains and losses).  The Insurance Company will be permitted to pay a stockholder dividend to the Company in excess of the lesser of such two amounts only if it files notice of its intention to declare such a dividend and the amount thereof with the Superintendent and the Superintendent does not disapprove the distribution.  Under the New York Insurance Law, the Superintendent has broad discretion in determining whether the financial condition of a stock life insurance company would support the payment of such dividends to its stockholders.  The New York State Insurance Department has established informal guidelines for such determinations. The guidelines, among other things, focus on the insurer's overall financial condition and profitability under statutory accounting practices.  Management of the Company cannot provide assurance that the Insurance Company will have statutory earnings to support payment of dividends to the Company in an amount sufficient to fund its cash requirements and pay cash dividends or that the Superintendent will not disapprove any dividends that the Insurance Company must submit for the Superintendent's consideration.  In April 2006 the Insurance Company made a $10 million dividend payment to the Company.  In 2005 and the first three months of 2006, the Insurance Company paid no dividends to the Company.  The key need for liquidity in the Insurance Company is the need to fund policy benefit payments on surrendered or expired annuities.  Approximately 57.6% of the deferred annuities held by the Company have provisions that allow the purchaser to surrender the policy in exchange for the payment of a surrender fee.  In an environment of flat or falling interest rates, surrender activity is generally low, as annuitants prefer to lock in the higher rates obtained.  In an environment of rising interest rates, surrender activity would be expected to increase, as investors seek to place their money in higher interest rate instruments.  Due to an increasing interest rate environment, increased competition, and an increasing amount of policies with expiring surrender changes, we experienced an increase in surrenders on our annuity products of approximately $192.9 million and $65.9 million for the six-month periods ending June 30, 2006 and 2005, respectively.   In 2006, approximately 38% of account values have expiring surrender charges.  This allows the annuitant to terminate or withdraw funds  from his or her annuity contract without incurring substantial penalties in the form of surrender charges.  The existing surrender charges act  26   as a disincentive to surrender, as the annuitant must take into account the cost of surrender in calculating the likelihood of higher post-surrender returns, although, if interest rates climb sufficiently, such fees may not have a significant deterrent effect.  Also, the Companys ability to increase the interest rate on certain of these policies can act as a disincentive to surrender.  The Company has operated in the annuity business throughout rising and falling interest rate periods and has consistently maintained a favorable surrender rate regardless of the rate trends.  The Company's current surrender rate is approximately 14% on an annualized basis.  The Company conducts testing of its cash flow needs based on varying interest rate scenarios.  These tests are conducted pursuant to the New York State Insurance Department requirements and are filed with that Department. Recent testing indicates that in a moderately increasing interest rate environment, annuity surrenders would not have a material impact on the Company's liquidity.   This is partially due to the fact that the Company's average annuity credited rate is somewhat higher than the market average.  The Company's blend of deferred and immediate annuities has operated as a buffer to the company against interest sensitive surrenders in a rising interest rate environment.  The Company's life insurance liabilities are actuarially calculated on a regular basis and the Company is capable of meeting such liabilities.  Reserves for such business are carefully monitored and regulated by the New York State Insurance Department.  Because life insurance products represent a relatively small percentage of the Company's product mix and because the business is heavily reinsured, it is not anticipated that any spike in life insurance claims would have a material impact on the Company's liquidity.  The Company's asset/liability management process is designed to target asset duration to match the duration of liabilities.  This process is required to ensure a positive spread between yield and payment rates.  To achieve yield objectives in the current environment (i.e. a relatively flat yield curve with the expectation of further federal reserve rate increases), investments have been largely short-term in an effort to mitigate interest rate risk in the event that a substantial call on liabilities required the Company to liquidate some investments.  The Company would experience a decline in overall investment income due to the sale of higher yielding invested assets. The Company would attempt to minimize the loss of income by the selection for sale of those shorter-term assets, which would produce the highest possible price. Moreover, the mix of the Company's products between deferred and immediate annuities provides the Company with some protection against excessive calls on liabilities.  The Company does not currently rely on credit facilities to fund its liquidity needs for the payment of policyholder withdrawals or claims and does not anticipate such a need in the coming year. Moreover, based on projected trends within the Company and in the economy as whole and on the Company's financial condition, the Company does not anticipate the need to liquidate a material amount of its investment portfolio to meet surrender and policy claim liabilities in the coming year.  Principal sources of funds at the Insurance Company are premiums and other considerations paid, contract charges earned, net investment income received and proceeds from investments called, redeemed or sold.  The principal uses of these funds are the payment of benefits on life insurance policies and annuity contracts, operating expenses and the purchase of investments.  Net cash provided by the Company's operating activities (reflecting principally: (i) premiums and contract charges collected less (ii) benefits paid on life insurance and annuity products plus (iii) income collected on invested assets, less (iv) commissions and other general expenses paid) was approximately $27.8 million and $30.7 million during the six months ended June 30, 2006 and 2005, respectively.  Net cash provided by and used in the Company's investing activities (principally reflecting investments purchased less investments called, redeemed or sold) was approximately $99.0 million, and $(45.3) million during the six months ended June 30, 2006 and 2005, respectively.  For purposes of the Company's condensed consolidated statements of cash flows, financing activities relate primarily to sales and surrenders of the Company's universal life insurance and annuity products.  The payment of dividends by the Company is also considered to be a financing activity.    Net cash used in and provided by the Company's financing activities amounted to approximately $(126.1) million and $20.5 million during the six months ended June 30, 2006 and 2005, respectively.  This fluctuation is primarily attributable to a decrease in policyholder account balances at June 30, 2006 resulting from increased surrenders of the Companys deferred annuity policies.  Under GAAP, consideration from single premium annuity contracts without life contingencies, universal life insurance products and deferred annuities are not reported as premium revenues, but are reported as additions to policyholder account balances, which are liabilities on the Corporations consolidated balance sheet.  The decrease in sales of single premium annuities was primarily attributable to the Companys current credit rating and managements decision to reduce sales in order to conserve capital and improve the companys capital and surplus ratios.  The indenture governing the Senior Notes contains covenants relating to limitations on liens and sale or issuance of capital stock of the Insurance Company. In the event the Company violates such covenants as defined in the indenture, the Company may be obligated to offer to repurchase the entire outstanding principal amount of such notes.  The Company believes that it is in compliance with all of the covenants.  Given the Insurance Company's historic cash flow and current financial results, management believes that, for the next twelve months and for the reasonably foreseeable future, the Insurance Company's cash flow from operating activities will provide sufficient liquidity for the operations of the Insurance Company, as well as provide sufficient funds to the Company, so that the Company will be able to make dividend payments, satisfy its debt service obligations and pay its other operating expenses.  27    To meet its anticipated liquidity requirements, the Company purchases investments taking into account the anticipated future cash flow requirements of its underlying liabilities.  In managing the relationship between assets and liabilities, the Company analyzes the cash flows necessary to correspond with the expected cash needs on the underlying liabilities under various interest rate scenarios.  In addition, the Company invests a portion of its total assets in short-term investments (approximately 7.1% and 6.3% as of June 30, 2006 and December 31, 2005, respectively).  The effective duration of the Company's debt portfolio was approximately 6.0 years as of June 30, 2006 (as compared to 6.5% as of June 30, 2005), reflecting primarily the impact of the portfolio rebalancing activities during the first quarter of 2005, which are described below under Asset/Liability Management.  The Company's fixed maturity investments are all classified as available for sale and may be sold in response to, among other things, changes in market interest rates, changes in the security's prepayment risk, the Company's need for liquidity and various other economic conditions.  Fixed maturity investments are carried at estimated market value and unrealized gains and losses, net of the shadow DAC effect and deferred federal income taxes, are charged directly to shareholders' equity, unless a decline in market value is considered to be other than temporary in which event the Company recognizes a loss.  Equity securities, including common stocks and non-redeemable preferred stocks, are carried at market and unrealized gains and losses, net of federal income taxes and shadow DAC effect, if any, are charged directly to shareholders' equity, unless a decline in market value is considered to be other than temporary, in which event, the Company recognizes a loss.  The Insurance Company is subject to Regulation 130 adopted and promulgated by the New York State Insurance Department ("NYSID").  Under this Regulation, the Insurance Company's ownership of below investment grade debt securities is limited to 20.0% of total admitted assets, as calculated under statutory accounting practices.  As of June 30, 2006 and December 31, 2005, approximately 5.5% and 5.8%, respectively, of the Insurance Company's total admitted assets were invested in below investment grade debt securities.  The Companys portfolio includes below investment grade fixed maturity debt securities that were purchased to achieve a more favorable investment yield, all of which are classified as available for sale and reported at fair value. As of June 30, 2006 and December 31, 2005, the carrying value of these securities was approximately $282.2 million and $304.6 million, respectively, (representing approximately 6.3% and 6.5% of the Company's investment portfolio, respectively).  Investments in below investment grade securities have different risks than investments in corporate debt securities rated investment grade.  Risk of loss upon default by the borrower is significantly greater with respect to below investment grade securities than with other corporate debt securities because below investment grade securities generally are unsecured and often are subordinated to other creditors of the issuer.  Also, issuers of below investment grade securities usually have high levels of indebtedness and often are more sensitive to adverse economic conditions, such as recession or increasing interest rates, than are investment grade issuers.  Typically, there is only a thinly traded market for such securities and recent market quotations may not be available for some of these securities.  Market quotes generally are available only from a limited number of dealers and may not represent firm bids of such dealers or prices for actual sales.  The Company attempts to reduce the overall risk in its below investment grade portfolio, as in all of its investments, through careful credit analysis, investment policy limitations, and diversification by company and by industry.  Below investment grade debt investments, as well as other investments, are being monitored on an ongoing basis.  As of June 30, 2006, the carrying value of the Companys limited partnerships was approximately $286.3 million or 6.3% of the Company's total invested assets.  Pursuant to NYSID regulations, the Company's investments in equity securities, including limited partnership interests, may not exceed 20% of the Company's total invested assets and the ratio of the Companys investments in equity securities to total invested assets as of June 30, 2006 was approximately 1%. Such investments are included in the Company's consolidated balance sheet under the heading "Other long-term investments."  The Company is committed, if called upon during a specified period, to contribute an aggregate of approximately $94.4 million of additional capital to certain of these limited partnerships.  However, management does not expect the entire amount to be drawn down, as certain of these limited partnerships are nearing the end of the period during which investors are required to make contributions. $7.6 million in commitments will expire in 2006, $14.7 million in 2007, $15.8 million in 2008, $12.8 million in 2009, $15.1 million in 2010 and $28.4 million in 2011.  The Company may make selective investments in additional limited partnerships as opportunities arise.  In general, risks associated with such limited partnerships include those related to their underlying investments (i.e., equity securities, debt securities and real estate), plus a level of illiquidity, which is mitigated by the ability of the Company to take annual distributions of partnership earnings.  There can be no assurance that the Company will continue to achieve the same level of returns on its investments in limited partnerships as it has historically or that the Company will achieve any returns on such investments at all.  Further, there can be no assurance that the Company will receive a return of all or any portion of its current or future capital investments in limited partnerships.  The failure of the Company to receive the return of a material portion of its capital investments in limited partnerships, or to achieve historic levels of return on such investments, could have a material adverse effect on the Company's financial condition and results of operations.  28   All 50 states of the United States, the District of Columbia and Puerto Rico have insurance guaranty fund laws requiring all life insurance companies doing business within the jurisdiction to participate in guaranty associations that are organized to pay contractual obligations under insurance policies (and certificates issued under group insurance policies) issued by impaired or insolvent life insurance companies.  These associations levy assessments (up to prescribed limits) on all member insurers in a particular state on the basis of the proportionate share of the premiums written by member insurers in the lines of business in which the impaired or insolvent insurer is engaged.  Some states permit member insurers to recover assessments paid through full or partial premium tax offsets.  These assessments may be deferred or forgiven under most guaranty laws if they would threaten an insurer's solvency.  The amount of these assessments in prior years has not been material.  However, the amount and timing of any future assessment on the Insurance Company under these laws cannot be reasonably estimated and are beyond the control of the Company and the Insurance Company.  Recent failures of substantially larger insurance companies could result in future assessments in material amounts.  Market Risk  Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates, and other relevant market rate or price changes.  Market risk is directly influenced by the volatility and liquidity in the markets in which the related underlying assets are traded.  The following is a discussion of the Company's primary market risk exposures and how those exposures are currently managed as of June 30, 2006.  We believe that a portfolio composed principally of fixed-rate investments that generate predictable rates of return should back our fixed-rate liabilities.  We do not have a specific target rate of return.  Instead, our rates of return vary over time depending on the current interest rate environment, the slope of the yield curve, the spread at which fixed-rate investments are priced over the yield curve, and general economic conditions. Our portfolio strategy is designed to achieve adequate risk-adjusted returns consistent with our investment objectives of effective asset-liability matching, liquidity and safety.  The market value of the Company's fixed maturity portfolio changes as interest rates change.  In general, rate decreases cause asset prices to rise, while rate increases cause asset prices to fall.  Asset/Liability Management  A persistent concern of the Insurance Companys management is maintaining the appropriate balance between the duration of its invested assets and the duration of its contractual liabilities to its annuity holders and credit suppliers.  During 2003 and 2004, the Insurance Company had permitted the duration gap between its assets and liabilities to rise during a period in which it expected relatively stable interest rates and, most importantly, in which its liabilities were largely protected by significant annuity surrender charges.  This strategy benefited the Company by allowing it to realize enhanced yield from longer duration assets.  At the end of 2004, the Insurance Company determined that the prospect of rising rates and declining surrender charges, as well as increased management of extension risk in its investment portfolio, necessitated a reduction in the duration mismatch.  The Company developed a two-step duration reduction strategy, which involved the sale of certain longer duration assets that were purchased at prices below current market prices and reinvestment in shorter duration assets.  During the first quarter of 2005,the Company completed in excess of $778.3 million of long duration sales and shorter duration reinvestments.  The second step of the Companys strategy was the purchase of a laddered series of Payor Swaptions.  In July 2005, Presidential Life entered into a series of Payor Swaption investments designed to protect the Company against an instantaneous rise in interest rates of 300 basis points, as required by the New York State Insurance Department (Regulation 126).  Six contracts against the 10-year swap rate were executed with one dealer and three banks at a total cost of $19,430,625. The Company has established ISDA Credit Support Agreements with the four counterparties. Three of the counterparties have ratings equal to or higher than Aa3/AA- by Moody's and S&P, respectively, and one counterparty carries an A1/A+ rating. Certain of these contracts were scheduled to expire in July 2006 and the remainder expire in July 2007 and July 2008 at varying strike rates based on the 10-year swap rate. The Company has determined that the Payor Swaptions represent a "non-qualified hedge" and has adopted accounting procedures consistent with the provisions of FAS 133. The aggregate market value of the Payor Swaptions as of June 30, 2006 was $ 34,242,295. These investments are classified on the balance sheet as "Derivative instruments". Under FAS 133, the value of the Payor Swaptions is recognized at "fair value" (market value), with the resulting change in fair value reflected in the statement of income as a realized loss or gain. The change in market value in the 1st half of 2006 was a gain of $9,019,784.  The Company has determined that the average fair value, based upon weekly market values for the period  (January 1, 2006 to June 30, 2006), was $25,444,522.  Subsequent to the end of the second quarter, on July 11, 2006, Presidential sold the expiring 2006 Payor Swaptions for $5,930,000, realizing a capital gain of $ 3,186,000. The proceeds were reinvested into a new Payor Swaption with notional value of $ 325,000,000 (increased from the $200,000,000 notional value of the expiring Payor Swaption) that expires on July 15, 2009 for a total cash consideration of $ 6,170,000.  The Insurance Company conducts periodic cash flow tests assuming different interest rates scenarios in order to demonstrate the ability to meet any surrender demands without incurring substantial losses.  If a test reveals a potential deficiency in its cash flow, the Insurance Company may be required to increase its reserves against such liabilities to satisfy its statutory accounting requirements.   During 2005, the Insurance Company added an additional reserve of $60 million, on a statutory basis, to address these contingencies.  29   Off-Balance Sheet Arrangements  The Company has not entered into any off-balance sheet financing arrangements and has made no financial commitments or guarantees with any unconsolidated subsidiary or special purpose entity.  All of the Companys subsidiaries are wholly owned and their results are included in the accompanying consolidated financial statements.  Contractual Obligations  The accompanying Notes to Consolidated Financial Statements contain information regarding payments required under existing long-term borrowing arrangements.  The following presents a summary of the Companys significant contractual obligations.  CONTRACTUAL OBLIGATIONS TABLE  Payment Due By Period (in thousands)Contractual ObligationsLess than
1 Year1-3 Years3-5 YearsAfter 5 YearsTotalLong Term Debt Obligations$               -$   100,000$               -$                   -$      100,000Interest on Long-Term Debt    Obligations$       7,875$     15,750$               -$                   -$        23,625Policyholder Account Balance with Contractual Maturities (1)$   155,800$   262,800$   200,700$    1,225,600$   1,844,900 (1)These liabilities are reflected within Policy Liabilities in the consolidated balance sheet, and amount to $960.7 Million as of June 30, 2006.  The difference between the recorded liability and the total payment amount is $884.2 Million and is comprised of (i) future interest to be credited and (ii) the effect of mortality discount for those payments that are life contingent.  Liabilities for policyholder account balances of approximately $2,866.2 million and liabilities for future policy life and accident and health benefits of approximately $34.3 million as of June 30, 2006 have been excluded from the contractual obligations table. Amounts excluded from the table are generally comprised of policies or contracts for which we are not currently making payments and the determination of these payments is not reasonably fixed and determinable. Such excluded liabilities include future policy benefits relating to life insurance products, and policyholder account balances relating to deferred annuities and universal life products. Significant uncertainties relating to these liabilities include mortality, persistency, investment returns, and the timing of payments. Approximately 57.6% of the deferred annuity obligations have surrender penalties, which help to mitigate the risk of increased surrenders.  That risk is further mitigated by contracts involving contractual maturities (as shown on the table above) and the Companys investments in Payor Swaptions as discussed in Asset/Liability Management above.  (See discussion under Liquidity and Capital Resources Section and the discussion under Interest Rate Risk.)  Long-term debt obligations consist of $100 million, 7 7/8% senior notes due February 15, 2009.  See Note 4 in Notes to the Consolidated Financials Statements for additional discussion concerning both long-term and short-term obligations.  Effects of Inflation and Interest Rate Changes  In a rising interest rate environment, the Company's average cost of funds would be expected to increase over time as it prices its new and renewing annuities to maintain a generally competitive market rate. In addition, the market value of the Company's fixed maturity portfolio decreases resulting in a decline in shareholders' equity.  Concurrently, the Company would attempt to place new funds in investments that were matched in duration to, and higher yielding than, the liabilities associated with such annuities.  Management believes that the liquidity necessary in such an interest rate environment to fund withdrawals, including surrenders, would be available through income, cash flow, and the Company's cash reserves or from the sale of short-term investments.  In a declining interest rate environment, the Company's cost of funds would be expected to decrease over time, reflecting lower interest crediting rates on its fixed annuities.  Should increased liquidity be required for withdrawals in such an interest rate environment, management believes that the portion of the Company's investments which are designated as available for sale in the Company's consolidated balance sheet could be sold without materially adverse consequences in light of the general strengthening in market prices which would be expected in the fixed maturity security market.  30     Interest rate changes also may have temporary effects on the sale and profitability of our universal life and annuity products.  For example, if interest rates rise, competing investments (such as annuity or life insurance products offered by the Company's competitors, certificates of deposit, mutual funds and similar instruments) may become more attractive to potential purchasers of the Company's products until the Company increases the rates credited to holders of its universal life and annuity products.  In contrast, as interest rates fall, we would attempt to lower our credited rates to compensate for the corresponding decline in net investment income.  As a result, changes in interest rates could materially adversely affect the financial condition and results of operations of the Company depending on the attractiveness of alternative investments available to the Company's customers.  In that regard, in the current interest rate environment, the Company has attempted to maintain its credited rates at competitive levels designed to discourage surrenders and also to be considered attractive to purchasers of new annuity products.  Because the level of prevailing interest rates impacts the Companys competitors in the same fashion, management does not believe that the current interest rate environment will materially affect the Company's competitive position vis a vis other life insurance companies that emphasize the sale of annuity products.  Notwithstanding the foregoing, if interest rates continue at current levels or decline, there can be no assurance that this segment of the life insurance industry would not experience increased levels of surrenders and reduced sales and thereby be materially adversely affected. Conversely, if interest rates rise, competing investments (such as annuity or life insurance products offered by the Companys competitors, certificates of deposit, mutual funds and similar investments) may become more attractive to potential purchasers of the Companys products until the Company increases its credited rates.  CRITICAL ACCOUNTING ESTIMATES  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (2GAAP2) requires management to adopt accounting policies and make estimates and assumptions that affect amounts reported in the consolidated financial statements.  The critical accounting policies, estimates and related judgments underlying the Corporation¢s consolidated financial statements are summarized below.  In applying these accounting policies, management makes subjective and complex judgments that frequently require estimates about matters that are inherently uncertain.  Many of these policies, estimates and related judgments are common in the insurance and financial services industries; others are specific to the Insurance Companys business operations.  Share-Based Compensation  Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 123(R) Share-Based Payment and began recognizing compensation expense for its share-based payments based on the fair value of the awards. Share-based payments include stock option grants under the Companys stock plans. SFAS 123(R) requires share-based compensation expense recognized since January 1, 2006, to be based on the following: a) grant date fair value estimated in accordance with the original provisions of SFAS 123 for unvested options granted prior to the adoption date; and b) grant date fair value estimated in accordance with the provisions of SFAS 123(R) for unvested options granted subsequent to the adoption date. Prior to January 1, 2006, the Company accounted for share-based payments using the intrinsic-value-based recognition method prescribed by Accounting Principles Board Opinion (APB) No. 25, Accounting for Stock Issued to Employees, and SFAS 123, Accounting for Stock-Based Compensation. As options were granted at an exercise price equal to the market value of the underlying common stock on the date of grant, no stock-based employee compensation cost was reflected in net income prior to adopting SFAS 123(R). As the Company adopted SFAS 123(R) under the modified-prospective-transition method, results from prior periods have not been restated.  The value of the options is estimated using Black-Scholes-Merton multiple option pricing model for all option grants.  For more information on stock-based compensation costs during the six months ended June 30, 2006, refer to Note 2 - Share-Based Compensation.  New Accounting Pronouncements  See Note 1 of the condensed consolidated financial statements for a full description of the new accounting pronouncements including the respective dates of adoption and the effects on the results of operations and financial condition.  31    Item 3.   Quantitative and Qualitative Disclosures About Market Risk.  For a discussion of market risks, refer to the Liquidity and Capital Resources section of Management's Discussion and Analysis of Financial Condition and Results of Operations in Item 7 in our Annual Report on Form 10-K for the fiscal year ended December 31, 2005. During the first half of 2006, there were no material changes or developments that would materially alter the market risk assessment performed as of December 31, 2005.  Item 4.  Controls and Procedures  Disclosure Controls and Procedures  Management of the Company is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rules 13a-15(e) of the Securities Exchange Act of 1934.  As of June 30, 2006, the Company, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of such disclosure controls and procedures. Based on such evaluation, the Corporations Chief Executive Officer and Chief Financial Officer have concluded that the Companys disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to the Companys management, including its principal executive officer and its principal financial officer, as appropriate to allow timely decisions regarding required disclosure.  During or subsequent to the six month period ended June 30, 2006, there were no changes in our internal controls that have materially affected or are reasonably likely to materially affect, internal controls over financial reporting.  32     PART II - OTHER INFORMATION  Item 1.  Legal Proceedings  From time to time, the Company is involved in litigation relating to claims arising out of its operations in the normal course of business.  As of June 30, 2006 the Company is not a party to any legal proceedings, the adverse outcome of which, in management's opinion, individually or in the aggregate, would have a material adverse effect on the Company's financial condition or results of operations.  Item 1A.  Risk Factors  The Companys business is subject to certain risks and events that, if they occur, could adversely affect the financial condition and results of operations and the trading price of our common stock.  For a discussion of these risks, please refer to the Risk Factors section of the Companys Annual Report of Form 10-K for the fiscal year ended December 31, 2005.  In connection with its preparation of this quarterly report, management has reviewed and considered these risk factors and has determined that there have been no material changes to the Companys risk factors since the date of filing the Annual Report.  The Company is in the process of adopting Enterprise Risk Management (ERM) as a methodology for managing the principal risks of the Company.  By creating clear limits on risk exposures, optimizing investment decision-making and identifying unacceptable risks, the Company believes that ERM will play a fundamental role in the Companys efforts to create and preserve shareholder value.   Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds  None  Item 3.  Defaults Upon Senior Securities  None  Item 4.  Submission of Matters to a Vote of Security Holders  The Company held its Annual Meeting of Shareholders on May 17, 2006.  At the meeting, the following matters were submitted to a vote of the Companys shareholders:  (a) The election of the seven (7) members of the Companys Board of Directors, for which the Company had nominated Donald Barnes, Richard Giesser, Jeffrey Keil, Herbert Kurz, Paul F. Pape, Jr., Lawrence Read and Lawrence Rivkin;  (b) The ratification of the appointment of BDO Seidman, LLP as the Companys registered independent public accounting firm for the year ended December 31, 2006; and  (c) The approval of the Companys 2006 Stock Incentive Plan.  All of the matters submitted to a vote of shareholders were approved. The vote totals are as follows:  MATTERVOTES FORVOTES AGAINSTABSTENTIONSElection of Donald Barnes to Board18,852,2014,000,044934,212Election of Richard Giesser to Board21,370,2351,482,010934,212Election of Jeffrey Keil to Board21,379,6031,472,642934,212Election of Herbert Kurz to Board18,672,1194,180,126934,212Election of Paul F. Pape, Jr. to Board21,366,9351,485,310934,212Election of Lawrence Read to Board21,377,3691,474,876934,212Election of Lawrence Rivkin to Board21,030,7271,821,518934,212Ratification of appointment of BDO Seidman23,746,8506,13433,689Approval of 2006 Stock Incentive Plan12,072,6848,075,112252,752  33       Item 5.Other Information  None  Item 6.  Exhibits and Reports on Form 8-K  a) Exhibits  15.1 BDO Seidman, LLP Awareness Letter 15.2 Deloitte & Touche, LLP Awareness Letter 31.1 Certification of Chief Executive Officer 31.2 Certification of Chief Financial Officer 32.1 Certification of Chief Executive Officer 32.2 Certification of Chief Financial Officer  b) Reports on Form 8-K  None  34    PRESIDENTIAL LIFE CORPORATION October 16, 2006    SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.    Presidential Life Corporation (Registrant)   Date:   October 16, 2006 /s/ Herbert Kurz Herbert Kurz, President and Duly Authorized Officer of the Registrant   Date:   October 16, 2006 /s/ Charles J. Snyder Charles J. Snyder, Chief Financial Officer of the Registrant                               35     PRESIDENTIAL LIFE CORPORATION October 16, 2006    SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.    Presidential Life Corporation (Registrant)   Date:  October 16, 2006 /s/Herbert Kurz  ---------------------- Herbert Kurz, President and Duly Authorized Officer of the Registrant   Date:  October 16, 2006  /s/ Charles Snyder   ---------------------- Charles J. Snyder, Chief Financial Officer of the Registrant                               36     Exhibit 15.1    August 9, 2006   Presidential Life Corporation and Subsidiaries
69 Lydecker Street
Nyack, NY 10960 We have made a review, in accordance with the Standards of the Public Company Accounting Oversight Board (United States), of the unaudited condensed consolidated interim financial information of Presidential Life Corporation and subsidiaries as of June 30, 2006 and for the three months ended June 30, 2006, as indicated in our report dated August 9, 2006; because we did not perform an audit, we expressed no opinion on that information. We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, is incorporated by reference in Registration Statement Nos. 333-08217and 333-135066 on Form S-8 and Registration Statement No. 333-63831 on Form S-3. We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.  BDO Seidman, LLP New York, New York                                37    Exhibit 15.2    August 9, 2006   Presidential Life Corporation and Subsidiaries
69 Lydecker Street
Nyack, NY 10960 We have made a review, in accordance with the Standards of the Public Company Accounting Oversight Board (United States), of the unaudited condensed consolidated interim financial information of Presidential Life Corporation and subsidiaries for the six months ended June 30, 2005, as indicated in our report dated August 9, 2005; because we did not perform an audit, we expressed no opinion on that information. We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, is incorporated by reference in Registration Statement Nos. 333-08217 and 333-135066 on Form S-8 and Registration Statement No. 333-63831 on Form S-3. We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.  Deloitte & Touche, LLP New York, New York                  38    Exhibit 31.1  Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-15f  I, Herbert Kurz, Chief Executive Officer of Presidential Life Corporation certify that:  1. I have reviewed this quarterly report on Form 10-Q/A of Presidential Life Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; 4. The company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and 5. The company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.  Date: October 16, 2006 /s/Herbert Kurz --------------------- Herbert Kurz Chief Executive Officer           39     Exhibit 31.2  Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-15f  I, Charles Snyder, Chief Financial Officer and Treasurer of Presidential Life Corporation certify that:  1.    I have reviewed this quarterly report on Form 10-Q/A of Presidential Life Corporation, 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; 4. The company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and 5. The company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.  Date: October 16, 2006 /s/Charles Snyder ---------------------- Charles Snyder  Treasurer and Chief Financial Officer           40     Exhibit 32.1    CERTIFICATION PURSUANT TO  18 U.S.C SECTION 1350,  AS ADOPTED PURSUANT TO  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002  In connection with the Quarterly Report of Presidential Life Corporation (the "Company") on Form 10-Q/A for the period ending June 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Herbert Kurz, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:   (1) 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 result of operations of the Company.   /s/Herbert Kurz  ------------------ Herbert Kurz Chief Executive Officer October 16, 2006                            41     Exhibit 32.2    CERTIFICATION PURSUANT TO  18 U.S.C SECTION 1350,  AS ADOPTED PURSUANT TO  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002  In connection with the Quarterly Report of Presidential Life Corporation (the "Company") on Form 10-Q/A for the period ending June 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Charles Snyder, Treasurer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:  (1)        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 result of operations of the Company.   /s/Charles Snyder  ------------------- Charles Snyder Treasurer and Chief Financial Officer October 16, 2006                               42