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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended September 30, 2005



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT
|- | ---------------------------------------------------------------



For the transition period from  to



Commission File Number: 001-15215



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GREAT WESTERN BANCORPORATION, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Iowa                                                           |  | 42-0867112                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



9290 West Dodge
Road, Suite 203, Omaha, NE 68114

(Address of principal executive office) (Zip code)



(402) 333-8330

(Registrants telephone number, including area code)



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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 past 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 past 90 days.    Yes  x    No ̈



Indicate by check mark
whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes ̈No  x



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes ̈No  x



Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practical date.



|                              |  |                                
|----------------------------- |  | -------------------------------
|Class                         |  | Outstanding at October 31, 2005
|Common Stock, $1.00 par value |  | 123,650 shares                 



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GREAT WESTERN BANCORPORATION, INC.

INDEX TO FORM 10-Q FOR THE QUARTERLY

PERIOD ENDED SEPTEMBER 30, 2005



|                              |  |                                                                                                                            |  |                                                                                       |  |     
|----------------------------- |  | -------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------- |  | ----
|                              |  |                                                                                                                            |  |                                                                                       |  | PAGE
|FORWARD-LOOKING STATEMENTS    |  | 3                                                                                                                         
|                              | 
|CIRCULAR 230 DISCLOSURE       |  | 3                                                                                                                         
|                              | 
|PART I: FINANCIAL INFORMATION |  |                                                                                                                           
|                              |  |                                                                                                                            | 
|                              |  | ITEM 1:                                                                                                                    |  | FINANCIAL STATEMENTS                                                                  |  |     
|                              |  |                                                                                                                           
|                              |  | Condensed Consolidated Balance Sheets at September 30, 2005 (unaudited) and June 30, 2005                                  |  | 4                                                                                    
|                              |  |                                                                                                                           
|                              |  | Condensed Consolidated Statements of Income - Three months ended September 30, 2005 and September 30, 2004 (unaudited)     |  | 5                                                                                    
|                              |  |                                                                                                                           
|                              |  | Condensed Consolidated Statements of Cash Flows - Three months ended September 30, 2005 and September 30, 2004 (unaudited) |  | 6                                                                                    
|                              |  |                                                                                                                           
|                              |  | Notes to Condensed Consolidated Financial Statements                                                                       |  | 7                                                                                    
|                              |  |                                                                                                                            | 
|                              |  | ITEM 2:                                                                                                                    |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |  | 8   
|                              |  |                                                                                                                            | 
|                              |  | ITEM 3:                                                                                                                    |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                            |  | 12  
|                              |  |                                                                                                                            | 
|                              |  | ITEM 4:                                                                                                                    |  | CONTROLS AND PROCEDURES                                                               |  | 12  
|                              | 
|PART II: OTHER INFORMATION    |  |                                                                                                                           
|                              |  |                                                                                                                            | 
|                              |  | ITEM 1:                                                                                                                    |  | LEGAL PROCEEDINGS                                                                     |  | 13  
|                              |  |                                                                                                                            | 
|                              |  | ITEM 2:                                                                                                                    |  | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                           |  | 13  
|                              |  |                                                                                                                            | 
|                              |  | ITEM 3:                                                                                                                    |  | DEFAULTS UPON SENIOR SECURITIES                                                       |  | 13  
|                              |  |                                                                                                                            | 
|                              |  | ITEM 4:                                                                                                                    |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                   |  | 13  
|                              |  |                                                                                                                            | 
|                              |  | ITEM 5:                                                                                                                    |  | OTHER INFORMATION                                                                     |  | 13  
|                              |  |                                                                                                                            | 
|                              |  | ITEM 6:                                                                                                                    |  | EXHIBITS                                                                              |  | 13  
|                              |  |                                                                                                                            | 
|                              |  |                                                                                                                            |  | SIGNATURES                                                                            |  | 14  



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FORWARD-LOOKING STATEMENTS



This
report includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements can include words such as may, believe, will, anticipated,
estimated, projected, could, should, plan or similar expressions. Forward-looking statements are based on managements current expectations. Factors that might cause future results to
differ from managements expectations include, but are not limited to: fluctuations in interest rates, inflation, the effect of regulatory or government legislative changes, expected cost savings and revenue growth not fully realized, the
progress of strategic initiatives and whether realized within expected time frames, general economic conditions, adequacy of allowance for loan losses, costs or difficulties associated with restructuring initiatives, changes in accounting policies
or guidelines, changes in the quality or composition of Great Western Bancorporation, Inc. (Great Western) loan and investment portfolios, technology changes and competitive pressures in the geographic and business areas where Great
Western conducts its operations.



These risks and uncertainties
should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Additional information concerning Great Western and its business, including other factors that could materially affect Great
Westerns financial results, is included in Great Westerns filings with the Securities and Exchange Commission.



CIRCULAR 230 DISCLOSURE



Any
discussion or statements contained herein insofar as they address U.S. federal tax matters (whether explicitly or implicitly) are not intended to be covered opinions within the meaning of U.S. Treasury Department Circular 230.
Accordingly, we are informing you that (A) the discussion herein is not intended and was not written to be used, and cannot be used, by any taxpayer for the purposes of avoiding penalties under the U.S. federal tax laws that may be imposed on
the taxpayer, (B) the discussion herein was not written to be used in connection with the promotion or marketing by us of our securities, and (C) each taxpayer should seek advice based on its particular circumstances from an independent
tax advisor.



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PART I

FINANCIAL INFORMATION



ITEM 1: FINANCIAL STATEMENTS



GREAT WESTERN BANCORPORATION, INC.

Condensed Consolidated Balance Sheets

(In thousands, except share data)



|                                                                                                                                                                           |  |                   |           |   |               |   |           |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | --------- | - | ------------- | - | --------- | -
|                                                                                                                                                                           |  | September 30,2005 |           |   | June 30, 2005 |  
|                                                                                                                                                                           |  | (unaudited)       |           |   |               |  
|Assets                                                                                                                                                                     |  |                   |           |   |               |   |           |  
|Cash and due from banks                                                                                                                                                    |  | $                 | 67,696    |   |               | $ | 71,178    |  
|Federal funds sold and FHLB overnight deposits                                                                                                                             |  |                   | 32,616    |   |               |   | 15,608    |  
|                                                                                                                                                                           |  |                   |           |   |               |   |           |  
|Cash and cash equivalents                                                                                                                                                  |  |                   | 100,312   |   |               |   | 86,786    |  
|                                                                                                                                                                           |  |                  
|Securities available for sale                                                                                                                                              |  |                   | 413,692   |   |               |   | 384,065   |  
|Investment in affiliates                                                                                                                                                   |  |                   | 2,631     |   |               |   | 2,631     |  
|Loans, net of allowance for loan losses of $25,889 and $25,701                                                                                                             |  |                   | 2,081,202 |   |               |   | 2,103,406 |  
|Premises and equipment, net                                                                                                                                                |  |                   | 54,399    |   |               |   | 54,017    |  
|Accrued interest receivable                                                                                                                                                |  |                   | 19,484    |   |               |   | 16,264    |  
|Core deposit intangible and other, net                                                                                                                                     |  |                   | 2,696     |   |               |   | 2,935     |  
|Goodwill, net                                                                                                                                                              |  |                   | 53,594    |   |               |   | 53,594    |  
|Mortgage servicing rights, net                                                                                                                                             |  |                   | 776       |   |               |   | 15,164    |  
|Other assets                                                                                                                                                               |  |                   | 16,856    |   |               |   | 20,747    |  
|                                                                                                                                                                           |  |                   |           |   |               |   |           |  
|Total assets                                                                                                                                                               |  | $                 | 2,745,642 |   |               | $ | 2,739,609 |  
|                                                                                                                                                                           |  |                   |           |   |               |   |           |  
|Liabilities and Stockholders Equity                                                                                                                                       |  |                   |           |   |               |   |           |  
|Liabilities                                                                                                                                                                |  |                   |           |   |               |   |           |  
|Deposits                                                                                                                                                                   |  |                   |           |   |               |   |           |  
|Noninterest bearing                                                                                                                                                        |  | $                 | 270,026   |   |               | $ | 289,090   |  
|Interest bearing                                                                                                                                                           |  |                   | 1,889,326 |   |               |   | 1,855,740 |  
|                                                                                                                                                                           |  |                   |           |   |               |   |           |  
|Total deposits                                                                                                                                                             |  |                   | 2,159,352 |   |               |   | 2,144,830 |  
|Federal funds purchased and securities sold under agreements to repurchase                                                                                                 |  |                   | 104,711   |   |               |   | 97,964    |  
|FHLB advances and other borrowings                                                                                                                                         |  |                   | 159,262   |   |               |   | 182,127   |  
|Notes payable                                                                                                                                                              |  |                   | 46,580    |   |               |   | 46,700    |  
|Subordinated debentures                                                                                                                                                    |  |                   | 87,631    |   |               |   | 87,631    |  
|Accrued interest and other liabilities                                                                                                                                     |  |                   | 18,292    |   |               |   | 16,674    |  
|                                                                                                                                                                           |  |                   |           |   |               |   |           |  
|Total liabilities                                                                                                                                                          |  |                   | 2,575,828 |   |               |   | 2,575,926 |  
|                                                                                                                                                                           |  |                   |           |   |               |   |           |  
|Minority interests                                                                                                                                                         |  |                   | 4,584     |   |               |   | 4,505     |  
|                                                                                                                                                                           |  |                   |           |   |               |   |           |  
|Stockholders equity                                                                                                                                                       |  |                   |           |   |               |   |           |  
|Preferred stock, $100 par value; authorized 500,000 shares; issued and outstanding: 9,000 shares of 8% cumulative, nonvoting; 8,000 shares of
10% noncumulative, nonvoting |  |                   | 1,700     |   |               |   | 1,700     |  
|Common stock, $1.00 par value, authorized 1,000,000 shares, issued and outstanding 123,650 shares                                                                          |  |                   | 124       |   |               |   | 124       |  
|Additional paid-in capital                                                                                                                                                 |  |                   | 2,029     |   |               |   | 2,029     |  
|Retained earnings                                                                                                                                                          |  |                   | 164,569   |   |               |   | 157,330   |  
|Accumulated other comprehensive loss                                                                                                                                       |  |                   | (3,192    | ) |               |   | (2,005    | )
|                                                                                                                                                                           |  |                   |           |   |               |   |           |  
|Total stockholders equity                                                                                                                                                 |  |                   | 165,230   |   |               |   | 159,178   |  
|                                                                                                                                                                           |  |                   |           |   |               |   |           |  
|Total liabilities and stockholders equity                                                                                                                                 |  | $                 | 2,745,642 |   |               | $ | 2,739,609 |  
|                                                                                                                                                                           |  |                   |           |   |               |   |           |  



See Notes to Condensed
Consolidated Financial Statements.



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GREAT WESTERN BANCORPORATION, INC.

Condensed Consolidated Statements of Income

For The Three Months Ended

(In
thousands, except share and per share data)

(unaudited)



|                                                                           |  |                   |         |   |                    |   |        
|-------------------------------------------------------------------------- |  | ----------------- | ------- | - | ------------------ | - | -------
|                                                                           |  | September 30,2005 |         |   | September 30, 2004
|Interest and Dividend Income                                               |  |                   |         |   |                    |   |        
|Loans                                                                      |  | $                 | 36,926  |   |                    | $ | 29,975 
|Taxable securities                                                         |  |                   | 3,225   |   |                    |   | 2,939  
|Nontaxable securities                                                      |  |                   | 401     |   |                    |   | 382    
|Dividends on securities                                                    |  |                   | 76      |   |                    |   | 79     
|Federal funds sold and other                                               |  |                   | 162     |   |                    |   | 59     
|Trust common securities                                                    |  |                   | 50      |   |                    |   | 49     
|                                                                           |  |                   |         |   |                    |   |        
|Total interest and dividend income                                         |  |                   | 40,840  |   |                    |   | 33,483 
|                                                                           |  |                   |         |   |                    |   |        
|Interest Expense                                                           |  |                   |         |   |                    |   |        
|Deposits                                                                   |  |                   | 11,278  |   |                    |   | 7,660  
|Federal funds purchased and securities sold under agreements to repurchase |  |                   | 557     |   |                    |   | 283    
|FHLB advances and other borrowings                                         |  |                   | 1,450   |   |                    |   | 1,087  
|Notes payable                                                              |  |                   | 850     |   |                    |   | 493    
|Subordinated debentures                                                    |  |                   | 1,661   |   |                    |   | 1,647  
|                                                                           |  |                   |         |   |                    |   |        
|Total interest expense                                                     |  |                   | 15,796  |   |                    |   | 11,170 
|                                                                           |  |                   |         |   |                    |   |        
|Net Interest Income                                                        |  |                   | 25,044  |   |                    |   | 22,313 
|Provision for Loan Losses                                                  |  |                   | 1,255   |   |                    |   | 856    
|                                                                           |  |                   |         |   |                    |   |        
|Net Interest Income After Provision for Loan Losses                        |  |                   | 23,789  |   |                    |   | 21,457 
|                                                                           |  |                   |         |   |                    |   |        
|Noninterest Income                                                         |  |                   |         |   |                    |   |        
|Service charges and other fees                                             |  |                   | 5,275   |   |                    |   | 4,352  
|Net gain from sale of loans                                                |  |                   | 1,040   |   |                    |   | 966    
|Loan servicing fees                                                        |  |                   | 246     |   |                    |   | 1,010  
|Gain on sale of securities, net                                            |  |                   | 20      |   |                    |   | 20     
|Trust department income                                                    |  |                   | 552     |   |                    |   | 496    
|Loss on sale of mortgage servicing rights                                  |  |                   | (1,219  | ) |                    |   |       
|Other                                                                      |  |                   | 1,266   |   |                    |   | 681    
|                                                                           |  |                   |         |   |                    |   |        
|Total noninterest income                                                   |  |                   | 7,180   |   |                    |   | 7,525  
|                                                                           |  |                   |         |   |                    |   |        
|Noninterest Expense                                                        |  |                   |         |   |                    |   |        
|Salaries and employee benefits                                             |  |                   | 10,205  |   |                    |   | 9,419  
|Occupancy expenses, net                                                    |  |                   | 1,488   |   |                    |   | 1,181  
|Data processing                                                            |  |                   | 1,150   |   |                    |   | 1,020  
|Equipment expenses                                                         |  |                   | 846     |   |                    |   | 808    
|Advertising                                                                |  |                   | 1,191   |   |                    |   | 1,046  
|Professional fees                                                          |  |                   | 1,039   |   |                    |   | 945    
|Communication expense                                                      |  |                   | 590     |   |                    |   | 566    
|Amortization of core deposit and other intangibles                         |  |                   | 353     |   |                    |   | 350    
|Amortization and valuation adjustments of mortgage servicing rights        |  |                   | 235     |   |                    |   | 668    
|Other                                                                      |  |                   | 1,747   |   |                    |   | 1,683  
|                                                                           |  |                   |         |   |                    |   |        
|Total noninterest expense                                                  |  |                   | 18,844  |   |                    |   | 17,686 
|                                                                           |  |                   |         |   |                    |   |        
|Income Before Income Taxes and Minority Interests                          |  |                   | 12,125  |   |                    |   | 11,296 
|Provision for Income Taxes                                                 |  |                   | 4,445   |   |                    |   | 3,977  
|                                                                           |  |                   |         |   |                    |   |        
|Income Before Minority Interests                                           |  |                   | 7,680   |   |                    |   | 7,319  
|Minority Interests                                                         |  |                   | 174     |   |                    |   | 159    
|                                                                           |  |                   |         |   |                    |   |        
|Net Income                                                                 |  | $                 | 7,506   |   |                    | $ | 7,160  
|                                                                           |  |                   |         |   |                    |   |        
|Basic Earnings Per Common Share                                            |  | $                 | 60.40   |   |                    | $ | 55.51  
|                                                                           |  |                   |         |   |                    |   |        
|Cash Dividends Per Share Declared on Common Stock                          |  | $                 | 1.85    |   |                    | $ | 1.85   
|                                                                           |  |                   |         |   |                    |   |        
|Weighted Average Shares Outstanding                                        |  |                   | 123,650 |   |                    |   | 123,802
|                                                                           |  |                   |         |   |                    |   |        



See Notes to Condensed
Consolidated Financial Statements.



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GREAT WESTERN BANCORPORATION, INC.

Condensed Consolidated Statements of Cash Flows

For The Three Months Ended

(In
thousands)

(unaudited)



|                                                                                                    |  |                   |         |   |                    |   |         |  
|--------------------------------------------------------------------------------------------------- |  | ----------------- | ------- | - | ------------------ | - | ------- | -
|                                                                                                    |  | September 30,2005 |         |   | September 30, 2004 |  
|Net Cash Provided By Operating Activities                                                           |  | $                 | 11,410  |   |                    | $ | 6,925   |  
|                                                                                                    |  |                   |         |   |                    |   |         |  
|Investing Activities                                                                                |  |                   |         |   |                    |   |         |  
|Proceeds from maturities of certificate of deposit                                                  |  |                   |        |   |                    |   | 99      |  
|Proceeds from sales and maturities of securities available for sale                                 |  |                   | 11,318  |   |                    |   | 30,776  |  
|Purchase of securities available for sale                                                           |  |                   | (42,883 | ) |                    |   | (41,546 | )
|Proceeds from sale of other real estate owned                                                       |  |                   | 3,452   |   |                    |   | 448     |  
|Proceeds from redemption of trust common securities                                                 |  |                   |        |   |                    |   | 631     |  
|Net (increase) decrease in loans                                                                    |  |                   | 20,928  |   |                    |   | (56,821 | )
|Proceeds from sale of premises and equipment                                                        |  |                   | 15      |   |                    |   | 43      |  
|Purchase of premises and equipment                                                                  |  |                   | (1,580  | ) |                    |   | (3,071  | )
|Proceeds from sale of mortgage servicing rights                                                     |  |                   | 12,936  |   |                    |   |        |  
|Purchase of mortgage servicing rights                                                               |  |                   |        |   |                    |   | (42     | )
|                                                                                                    |  |                   |         |   |                    |   |         |  
|Net cash provided by (used in) investing activities                                                 |  |                   | 4,186   |   |                    |   | (69,483 | )
|                                                                                                    |  |                   |         |   |                    |   |         |  
|Financing Activities                                                                                |  |                   |         |   |                    |   |         |  
|Retirement of subordinated debentures                                                               |  |                   |        |   |                    |   | (21,031 | )
|Net increase in deposits                                                                            |  |                   | 14,522  |   |                    |   | 22,435  |  
|Net increase in federal funds purchased and securities sold under agreements to repurchase          |  |                   | 6,747   |   |                    |   | 17,836  |  
|Net increase (decrease) in FHLB advances and other borrowings                                       |  |                   | (22,865 | ) |                    |   | 42,983  |  
|Principal payments on notes payable                                                                 |  |                   | (120    | ) |                    |   |        |  
|Payment of other liabilities                                                                        |  |                   | (14     | ) |                    |   | (2,555  | )
|Dividends paid, including ($73) and ($63) paid to minority interests, respectively                  |  |                   | (340    | ) |                    |   | (580    | )
|                                                                                                    |  |                   |         |   |                    |   |         |  
|Net cash provided by (used in) financing activities                                                 |  |                   | (2,070  | ) |                    |   | 59,088  |  
|                                                                                                    |  |                   |         |   |                    |   |         |  
|Net increase (decrease) in cash and cash equivalents                                                |  |                   | 13,526  |   |                    |   | (3,470  | )
|                                                                                                    |  |                  
|Cash and cash equivalents:                                                                          |  |                   |         |   |                    |   |         |  
|Cash and Cash Equivalents  Beginning of Year                                                       |  |                   | 86,786  |   |                    |   | 76,410  |  
|                                                                                                    |  |                   |         |   |                    |   |         |  
|Cash and Cash Equivalents  End of Quarter                                                          |  | $                 | 100,312 |   |                    | $ | 72,940  |  
|                                                                                                    |  |                   |         |   |                    |   |         |  
|Supplemental Disclosures of Cash Flow Information:                                                  |  |                   |         |   |                    |   |         |  
|Cash payments for interest                                                                          |  | $                 | 15,370  |   |                    | $ | 11,252  |  
|Cash payments for income taxes                                                                      |  |                   | 648     |   |                    |   | 637     |  
|Supplemental Schedules of Noncash Investing and Financing Activities:                               |  |                   |         |   |                    |   |         |  
|Net change in unrealized gain (loss) on securities available for sale, net of deferred income taxes |  |                   | (1,187  | ) |                    |   | 4,961   |  
|Purchase of mortgage servicing rights included in other liabilities                                 |  |                   |        |   |                    |   | 2,031   |  
|Loans transferred to other real estate owned and other assets                                       |  |                   | 613     |   |                    |   | 242     |  



See Notes to Condensed
Consolidated Financial Statements.



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



1. Basis of presentation.



The consolidated financial statements include the accounts of Great Western Bancorporation, Inc. (Great Western) and its subsidiaries. All material intercompany accounts and transactions with subsidiaries are eliminated in
consolidation.



The consolidated subsidiaries are as follows:
Great Western Bank (100.0% owned), which is chartered in Omaha, Nebraska; Great Western Bank, (96.1% owned), which is chartered in Watertown, South Dakota; Great Western Bank, (100.0% owned), which is chartered in Clive, Iowa; Great Western Service
Corporation, (100.0% owned by bank subsidiaries, excluding Great Western Bank, Omaha), a data processing organization. Great Western Bank, Omaha also owns 100.0% of GW Leasing, Inc., a leasing company.



The June 30, 2005 consolidated balance sheet has been derived from Great
Westerns audited balance sheet as of that date. The consolidated financial statements as of September 30, 2005 and for the three months ended September 30, 2005 and 2004 are unaudited but include all adjustments (consisting only of
normal recurring adjustments), which Great Western considers necessary for a fair presentation of financial position and results of its operations and its cash flows for those periods. Certain information and note disclosures normally included in
Great Westerns annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These consolidated financial statements should be read in conjunction with the consolidated
financial statements and notes thereto included in Great Westerns Form 10-K annual report for 2005 filed with the Securities and Exchange Commission. Results for the three months ended September 30, 2005 are not necessarily indicative of
the results to be expected for future periods.



2. Earnings
per common share.



Earnings per share have been computed
on the basis of weighted average number of common shares outstanding during each period presented. Dividends accumulated or declared on cumulative and noncumulative preferred stock, which totaled $38,000 and $287,000 in the three months ended
September 30, 2005 and September 30, 2004 reduced earnings available to common stockholders in the computation. Great Western has no common stock equivalents.



3. Comprehensive Income.



Comprehensive income was $6,319,000 and $12,121,000 for the three months ended September 30, 2005 and September 30, 2004. The difference between
comprehensive income and net income presented in the Condensed Consolidated Statements of Income is attributed solely to change in unrealized gains and losses on securities available for sale during the periods presented.



4. Legal Proceedings.



Great Western and its subsidiary banks are from time to time parties to
various legal actions arising in the normal course of business. Management believes there is no proceeding threatened or pending against Great Western or its subsidiaries, which, if determined adversely, would have a material adverse effect on its
financial condition or results of operations.



5. Sale of
Mortgage Servicing Rights.



On July 31, 2005, Great
Western Bank, Omaha sold $14,155,000 in mortgage servicing rights to an unrelated third party. The mortgage servicing rights sold had an original value of $39,770,000, less accumulated amortization of $22,439,000 and valuation adjustments of
$3,176,000. The unpaid principal balance of the loans related to the mortgage servicing rights sold was $1,017,422,000. The related custodial escrow balances were $7,599,000.



The mortgage servicing rights were sold for $14,040,000 less $1,104,000 in fees and selling costs. The net proceeds received
were $12,936,000 resulting in a pretax loss of $1,219,000. The final loss on the sale is contractually dependent upon the level of prepayments for a 90-day period ending October 31, 2005. Any adjustment to the loss on the sale of the mortgage
servicing rights is expected to be immaterial.



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Great Western Bank, Omaha will continue to service certain loans that it originates and will continue to
service mortgages pursuant to purchased mortgage servicing rights which were not sold on July 31, 2005. Great Western Bank, Omaha may sub-service for others, but presently does not intend to purchase additional mortgage servicing rights. The
balance of mortgage servicing rights at September 30, 2005 was $776,000. The balance of the mortgage servicing rights had an original value of $3,901,000, less accumulated amortization of $2,898,000 and valuation adjustments of $227,000.



6. Loans Held for Resale.



Included in loans are loans originated for resale of $9,549,000 at
September 30, 2005 and $11,034,000 at June 30, 2005.



ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



GENERAL



Great Western is a multi-bank holding company organized under the laws of Iowa whose primary business is providing trust, commercial, consumer, and mortgage banking services through its Nebraska, South Dakota and Iowa
based subsidiary banks. Substantially all of Great Westerns income is generated from banking operations.



The Companys fiscal year end is June 30.



CRITICAL ACCOUNTING POLICIES



Great Westerns critical accounting policies involving the more significant judgments and assumptions used in the preparation of the consolidated
financial statements as of September 30, 2005, have remained unchanged from June 30, 2005. These policies involve the provision and allowance for loan losses, and valuation of mortgage servicing rights and intangibles. Disclosure of these
critical accounting policies is incorporated by reference under Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations in Great Westerns Annual report on Form 10-K for Great
Westerns fiscal year ended June 30, 2005.



FINANCIAL CONDITION,
LIQUIDITY AND CAPITAL RESOURCES



Average assets were
$2,713,545,000 for the three months ended September 30, 2005 compared to $2,462,285,000 for the three months ended September 30, 2004, representing a 10.20% increase. Average interest-earning assets were $2,522,918,000 for the three months
ended September 30, 2005 and $2,275,873,000 (as revised to be comparable to current year calculations) for the three months ended September 30, 2004, representing a 10.85% increase. Average assets and average interest-earning assets
increased due to internal growth and acquisitions.



Total
assets were $2,745,642,000 at September 30, 2005, an increase of $6,033,000 or 0.22% from June 30, 2005. The increase in total assets is due to a $17,008,000 increase in federal funds sold and FHLB overnight deposits and a $29,627,000
increase in securities available for sale, offset by a $22,204,000 decrease in loans, net of unearned fees and the allowance for loan losses and a $14,388,000 decrease in mortgage servicing rights.



Federal funds sold and FHLB overnight deposits were $32,616,000 and
$15,608,000 at September 30, 2005 and June 30, 2005, respectively. The increase of $17,008,000 or 108.97% was primarily due to investing excess funds generated by the decrease in loans and the increase of interest bearing deposits as the
result of advertising campaigns during the three months ended September 30, 2005.



Securities available for sale were $413,692,000 at September 30, 2005, and $384,065,000 at June 30, 2005. The increase of $29,627,000 or 7.71% was primarily due to investing excess funds generated by the
decrease in loans, the increase of interest bearing deposits as the result of advertising campaigns during the three months ended September 30, 2005, and the sale of the mortgage servicing rights. Securities available for sale with unrealized
losses were $359,305,000 at September 30, 2005 with total



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unrealized losses of $6,246,000. Securities available for sale with unrealized losses were $281,433,000 at June 30,
2005 with total unrealized losses of $4,565,000. The unrealized losses for longer than twelve continuous months were $3,561,000 at September 30, 2005 and $3,166,000 at June 30, 2005. The unrealized losses for all such securities are a
direct result of changes in interest rates. Great Western has the ability and intent to hold these securities for a period of time sufficient to allow for a recovery in fair value.



Loans, net of unearned fees and the allowance for loan losses, decreased by $22,204,000 or 1.06% due to a decline in loan
originations and the payoff of several large construction and commercial real estate loans during the three months ended September 30, 2005. Included are loans originated for resale of $9,549,000 at September 30, 2005, a decrease of
$1,485,000 when compared to $11,034,000 at June 30, 2005. The decrease in loans originated for resale is due to the timing of the sale of loans in the secondary market.



Mortgage servicing rights, net, were $776,000 at September 30, 2005, a decrease of $14,388,000 or 94.88%, from
June 30, 2005. The decrease was the result of the sale of the mortgage servicing rights as discussed in Note 5 of the financial statements.



The allowance for loan losses increased by $188,000 to $25,889,000 at September 30, 2005 from $25,701,000 at June 30, 2005. The increase
primarily resulted from the recoveries of loans charged-off in prior periods. The allowance represented 1.23% and 1.22% of loans, net of unearned fees as of September 30, 2005 and June 30, 2005.



For the three months ended September 30, 2005, Great Westerns
annualized return on average assets (ROA) was 1.11%, compared to 1.16% for the three months ended September 30, 2004. Return on average stockholders equity (ROE) for the three months ended September 30, 2005
and 2004 was 18.51% and 19.76%, respectively. The decreases in ROA and ROE are due to a 4.83% increase in net income for the three months ending September 30, 2005 compared to a 10.20% increase in average assets and a 11.92% increase in average
equity from the same period a year ago.



Cash and cash
equivalents and securities available for sale totaled $514,004,000 or 18.72% of total assets at September 30, 2005, compared to $470,851,000 or 17.19% at June 30, 2005.



At September 30, 2005, the Companys leverage ratio was 6.49%, Tier 1 risk-based capital ratio was 7.75%, and
total risk-based capital ratio was 12.25%, compared to minimum required levels of 4% for leverage and Tier 1 risk-based capital ratios and 8% for total risk-based capital ratio, subject to change at the discretion of regulatory authorities to impose
higher standards in individual cases. At September 30, 2005, the Company had net risk-weighted assets of $2,234,352,000.



RESULTS OF OPERATIONS



Comparison of the Three Months Ended September 30, 2005 and September 30, 2004.



Net Interest Income



Total interest income for the three months ended September 30, 2005 was $40,840,000, a 21.97% increase from $33,483,000 for the three months ended
September 30, 2004. The increase was primarily due to an increase of $6,951,000 in interest earned on loans. See the volume vs. rate table, which follows, for a detailed analysis of the increase in total interest income. Average
interest-earning assets were $2,522,918,000 for the three months ended September 30, 2005, an increase of $247,045,000 or 10.85% from $2,275,873,000 (as revised to be comparable to current year calculations) for the three months ended
September 30, 2004.



Total interest expense for the three
months ended September 30, 2005 was $15,796,000, a 41.41% increase from $11,170,000 for the three months ended September 30, 2004. The increase is primarily due to a $3,618,000 increase in interest expense on deposits. See the volume vs.
rate table, which follows, for a detailed analysis of the increase in total interest expense. Average interest-bearing liabilities were $2,252,928,000 for the three months ended September 30, 2005, an increase of $220,695,000 or 10.86% from
$2,032,233,000 (as revised to be comparable to current year calculations) for the three months ended September 30, 2004.



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Net interest income was $25,044,000 for the three months ended September 30, 2005, compared to
$22,313,000 for the same period in 2004, an increase of 12.24%. Great Westerns net interest margin increased to 3.97% for the three months ended September 30, 2005 from 3.92% for the three months ended September 30, 2004.



The following table presents the average balances of Great Western for the
three months ended September 30, 2005 and September 30, 2004 and indicates the interest earned or paid on each major category of interest-earning assets and interest-bearing liabilities on a tax-equivalent basis, assuming a 35% tax rate.
This analysis details the contribution of interest-earning assets and the overall impact of the cost of funds on net interest income.



|                                                                                 |  |                        |           |   |                    |   |            |  |      |                |  |   |           |   |            |   |        |  |      |  
|-------------------------------------------------------------------------------- |  | ---------------------- | --------- | - | ------------------ | - | ---------- |  | ---- | -------------- |  | - | --------- | - | ---------- | - | ------ |  | ---- | -
|                                                                                 |  | Three Months Ended     |          
|                                                                                 |  | September 30, 2005     |           |   | September 30, 2004 |  
|                                                                                 |  | AverageBalance         |           |   | Interest           |   | Yield/Rate |  |      | AverageBalance |  |   | Interest  |   | Yield/Rate |  
|                                                                                 |  | (dollars in thousands) |          
|Interest-earning assets:                                                         |  |                        |           |   |                    |   |            |  |      |                |  |   |           |   |            |   |        |  |      |  
|Loans, net of unearned fees                                                      |  | $                      | 2,105,970 |   |                    | $ | 36,926     |  | 7.01 | %              |  | $ | 1,880,522 |   |            | $ | 29,975 |  | 6.38 | %
|Investment securities:                                                           |  |                        |           |   |                    |   |            |  |      |                |  |   |           |   |            |   |        |  |      |  
|Taxable                                                                          |  |                        | 354,639   |   |                    |   | 3,301      |  | 3.72 | %              |  |   | 333,848   |   |            |   | 3,018  |  | 3.62 | %
|Tax exempt                                                                       |  |                        | 41,055    |   |                    |   | 617        |  | 6.01 | %              |  |   | 38,938    |   |            |   | 587    |  | 6.03 | %
|Federal funds sold and other                                                     |  |                        | 18,623    |   |                    |   | 162        |  | 3.48 | %              |  |   | 19,619    |   |            |   | 59     |  | 1.20 | %
|Trust common securities                                                          |  |                        | 2,631     |   |                    |   | 50         |  | 7.60 | %              |  |   | 2,946     |   |            |   | 49     |  | 6.71 | %
|                                                                                 |  |                        |           |   |                    |   |            |  |      |                |  |   |           |   |            |   |        |  |      |  
|Total interest-earning assets                                                    |  | $                      | 2,522,918 |   |                    | $ | 41,056     |  | 6.51 | %              |  | $ | 2,275,873 |   |            | $ | 33,688 |  | 5.92 | %
|                                                                                 |  |                        |           |   |                    |   |            |  |      |                |  |   |           |   |            |   |        |  |      |  
|Interest-bearing liabilities:                                                    |  |                        |           |   |                    |   |            |  |      |                |  |   |           |   |            |   |        |  |      |  
|Demand, savings, and money market                                                |  | $                      | 764,055   |   |                    | $ | 2,297      |  | 1.20 | %              |  | $ | 739,763   |   |            | $ | 1,422  |  | 0.77 | %
|Time deposits                                                                    |  |                        | 1,100,659 |   |                    |   | 8,981      |  | 3.26 | %              |  |   | 930,857   |   |            |   | 6,238  |  | 2.68 | %
|                                                                                 |  |                        |           |   |                    |   |            |  |      |                |  |   |           |   |            |   |        |  |      |  
|Total interest-bearingdeposits                                                   |  |                        | 1,864,714 |   |                    |   | 11,278     |  | 2.42 | %              |  |   | 1,670,620 |   |            |   | 7,660  |  | 1.83 | %
|FHLB borrowings, federal funds purchased, and repos                              |  |                        | 253,943   |   |                    |   | 2,007      |  | 3.16 | %              |  |   | 226,767   |   |            |   | 1,370  |  | 2.42 | %
|Notes payable                                                                    |  |                        | 46,640    |   |                    |   | 850        |  | 7.29 | %              |  |   | 36,700    |   |            |   | 493    |  | 5.38 | %
|Subordinated debentures                                                          |  |                        | 87,631    |   |                    |   | 1,661      |  | 7.58 | %              |  |   | 98,146    |   |            |   | 1,647  |  | 6.71 | %
|                                                                                 |  |                        |           |   |                    |   |            |  |      |                |  |   |           |   |            |   |        |  |      |  
|Total interest bearing liabilities                                               |  | $                      | 2,252,928 |   |                    | $ | 15,796     |  | 2.80 | %              |  | $ | 2,032,233 |   |            | $ | 11,170 |  | 2.20 | %
|                                                                                 |  |                        |           |   |                    |   |            |  |      |                |  |   |           |   |            |   |        |  |      |  
|Net Interest Income (TE basis)                                                   |  |                        |           |   |                    | $ | 25,260     |  |      |                |  |   |           |   |            | $ | 22,518 |  |      |  
|Interest rate spread                                                             |  |                        |           |   |                    |   |            |  | 3.71 | %              |  |   |           |   |            |   |        |  | 3.72 | %
|Net interest margin (TE basis)                                                   |  |                        |           |   |                    |   |            |  | 4.00 | %              |  |   |           |   |            |   |        |  | 3.96 | %
|                                                                                 |  |                        |           |   |                    |  
|Ratio of average interest-bearing liabilities to average interest-earning assets |  |                        | 89.30     | % |                    |   |            |  |      |                |  |   | 89.29     | % |            |   |        |  |      |  



The following table
presents the changes in the components of net interest income and identifies the portion of each change due to differences in the average volume of interest-earning assets and interest-bearing liabilities and the portion of each change due to the
average rate on those assets and liabilities. The changes in interest due to both volume and rate changes in the table have been allocated to volume or rate change in proportion to the absolute dollar amounts of the change in each. The table is
presented on a tax-equivalent basis, assuming a 35% tax rate.



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|                                                    |  |                                                                                        |       |   |      |   |       |       |  |   |      
|--------------------------------------------------- |  | -------------------------------------------------------------------------------------- | ----- | - | ---- | - | ----- | ----- |  | - | -----
|                                                    |  | Three Months Ended September 30,2005 vs. September 30,
2004 Increase (Decrease) Due to
|                                                    |  | Volume                                                                                 |       |   | Rate |   |       | Total
|                                                    |  | (dollars in thousands)                                                                
|Interest-earning assets:                            |  |                                                                                        |       |   |      |   |       |       |  |   |      
|Loans, net of unearned fees                         |  | $                                                                                      | 3,790 |   |      | $ | 3,161 |       |  | $ | 6,951
|Investment securities:                              |  |                                                                                        |       |   |      |   |       |       |  |   |      
|Taxable                                             |  |                                                                                        | 192   |   |      |   | 91    |       |  |   | 283  
|Tax exempt                                          |  |                                                                                        | 43    |   |      |   | (13   | )     |  |   | 30   
|Federal funds sold and other                        |  |                                                                                        | (21   | ) |      |   | 124   |       |  |   | 103  
|Trust common securities                             |  |                                                                                        | 1     |   |      |   |      |       |  |   | 1    
|                                                    |  |                                                                                        |       |   |      |   |       |       |  |   |      
|Total interest income                               |  |                                                                                        | 4,005 |   |      |   | 3,363 |       |  |   | 7,368
|                                                    |  |                                                                                        |       |   |      |   |       |       |  |   |      
|Interest-bearing liabilities                        |  |                                                                                        |       |   |      |   |       |       |  |   |      
|Demand, savings, and money market                   |  | $                                                                                      | 48    |   |      | $ | 827   |       |  | $ | 875  
|Time deposits                                       |  |                                                                                        | 1,251 |   |      |   | 1,492 |       |  |   | 2,743
|                                                    |  |                                                                                        |       |   |      |   |       |       |  |   |      
|Total interest-bearing deposits                     |  |                                                                                        | 1,299 |   |      |   | 2,319 |       |  |   | 3,618
|FHLB borrowings, federal funds purchased, and repos |  |                                                                                        | 178   |   |      |   | 459   |       |  |   | 637  
|Notes payable                                       |  |                                                                                        | 154   |   |      |   | 203   |       |  |   | 357  
|Subordinated debentures                             |  |                                                                                        | (766  | ) |      |   | 780   |       |  |   | 14   
|                                                    |  |                                                                                        |       |   |      |   |       |       |  |   |      
|Total interest expense                              |  |                                                                                        | 865   |   |      |   | 3,761 |       |  |   | 4,626
|                                                    |  |                                                                                        |       |   |      |   |       |       |  |   |      
|Increase in net interest income                     |  | $                                                                                      | 3,140 |   |      |   | (398  | )     |  | $ | 2,742
|                                                    |  |                                                                                        |       |   |      |   |       |       |  |   |      



Provision for Loan Losses



The provision for
loan losses for the three months ended September 30, 2005 was $1,255,000, compared to $856,000 for the three months ended September 30, 2004. The increase was due to an increase in estimated loan losses for the current period.



Noninterest Income



Noninterest income for the three months ended September 30, 2005 was
$7,180,000, a decrease of $345,000 or 4.59% over the same period last fiscal year. The decrease primarily resulted from the $1,219,000 loss on the sale of mortgage servicing rights and the $764,000 decrease in loan servicing fees, offset by the
increase of $923,000 in service charges and other fees and the $585,000 increase in other noninterest income.



The loss on the sale of mortgage servicing rights and the decrease of the loan servicing fees is a result of the sale of the mortgage servicing rights as
discussed in Note 5 of the financial statements.



Service
charges and other fees increased to $5,275,000 during the three months ended September 30, 2005 from $4,352,000 during the three months ended September 30, 2004. The $923,000 or 21.21% increase is a result of the increase in overdraft and
non-sufficient fund charges. The increase in overdraft and non-sufficient fund charges is primarily due to the increased number of demand deposit accounts and the increased promotion of certain demand deposit products since September 30, 2004.



Other noninterest income increased to $1,266,000 during the
three months ended September 30, 2005 from $681,000 during the three months ended September 30, 2004. The increase of $585,000 or 85.90% is primarily the result of a $334,000 increase in the gain on sale of other real estate owned and a
$75,000 increase in the insurance commissions.



Noninterest Expense



Noninterest expense for
the three months ended September 30, 2005 was $18,844,000, an increase of $1,158,000 or 6.55% over the same period last fiscal year. The increase resulted primarily from a $786,000 increase in salaries and employee benefits expense, a $307,000
increase in occupancy expense, a $130,000 increase in data processing expense and a $145,000 increase in advertising expense. The increase in noninterest expense was partially offset by the decrease of $433,000 of the amortization and valuation
adjustments of mortgage servicing rights.



Salaries and
employee benefits expense increased by $786,000 or 8.34%, to $10,205,000 for the three months ended September 30, 2005 from $9,419,000 for the three months ended September 30, 2004. Contributing to the increase in salaries and employee
benefit expense was an increase in full time employees.The total number of full time



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employees increased as a result of acquisitions and de novo branch expansion since September 30, 2004.The
approximate number of full time employees at September 30, 2005 was 859 compared to 781 at September 30, 2004, an increase of 78 full time employees or 9.99%.



Occupancy expense increased by $307,000 or 25.99%, to $1,488,000 for the three months ended September 30, 2005 from
$1,181,000 for the three months ended September 30, 2004. The increase is a result of the increased number of banking locations. The number of banking locations was 85 at September 30, 2005 and 72 at September 30, 2004, an increase of
13 locations.



Data processing expense increased by $130,000 or
12.75% to $1,150,000 for the three months ended September 30, 2005 from $1,020,000 for the three months ended September 30, 2004. The increase in data processing costs was a result of the increased number of banking locations and the
dollar volume of loan and deposit accounts maintained on Great Westerns core banking applications.



Advertising expense increased by $145,000 or 13.86% to $1,191,000 for the three months ended September 30, 2005 from $1,046,000 for the three months
ended September 30, 2004. The increase is due to certificate of deposit advertising campaigns conducted during the three months ended September 30, 2005.



The $433,000 decrease in the amortization and valuation adjustments of mortgage servicing rights is a result of the sale of
the mortgage servicing rights as discussed in Note 5 of the financial statements.



Income Taxes



Income taxes for the three months ended September 30, 2005 and September 30, 2004 were $4,445,000 and $3,977,000. The increase is due to a 7.34%
or $829,000 increase in pretax income and an increase in the effective tax rate. The effective tax rate for the three months ended September 30, 2005 and September 30, 2004, were 36.66% and 35.21%, respectively. The effective income tax
rate is higher for the 2005 period compared to the 2004 period due to a change in permanent taxable differences.



ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Asset/liability management refers to managements efforts to minimize fluctuations in net interest income caused by interest rate changes. This is
accomplished by managing the repricing of interest rate sensitive interest earning assets and interest bearing liabilities. Controlling the maturity or repricing of an institutions liabilities and assets in order to minimize interest rate risk
is commonly referred to as gap management. Close matching of the repricing of assets and liabilities will normally result in little change in net interest income when interest rates change. A mismatched gap position will normally result in changes
in net interest income as interest rates change.



Management
regularly monitors the interest sensitivity position and considers this position in its decisions with regard to the Companys interest rates and maturities for interest earning assets acquired and interest bearing liabilities accepted.



There has not been a material change in the interest rate
sensitivity of the Company during the three months ended September 30, 2005.



ITEM 4: CONTROLS AND PROCEDURES



Based upon their evaluation of the effectiveness of Great Westerns disclosure controls and procedures (as defined in Exchange Act rules 13a-15(e) and 15d-15(e)), Deryl F. Hamann, Chairman of the Board, Chief Executive Officer, and
James R. Clark, Chief Financial Officer, believe that Great Westerns disclosure controls and procedures were effective as of September 30, 2005.



There were no significant changes in Great Westerns internal controls or in other factors that could significantly affect these controls subsequent
to September 30, 2005 through the date of this quarterly report on Form 10-Q, including any corrective actions with regard to significant deficiencies and material weaknesses.



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PART II

OTHER INFORMATION



ITEM 1: LEGAL PROCEEDINGS



None



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



None



ITEM 5: OTHER INFORMATION



None



ITEM 6: EXHIBITS



| | (a). | Exhibits:
| | ---- | ---------



|     |  |   |  |                                                                                                                                                                                                  
|---- |  | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1 |  | - |  | Chief Executive Officers Certification Pursuant to Rule 13(a)  14 of the Securities and Exchange Act of 1934, as Amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
|     |  |  
|31.2 |  | - |  | Chief Financial Officers Certification Pursuant to Rule 13(a)  14 of the Securities and Exchange Act of 1934, as Amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
|     |  |  
|32.1 |  | - |  | Chief Executive Officers Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                
|     |  |  
|32.2 |  | - |  | Chief Financial Officers Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                



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SIGNATURES



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



|                                                                       |  |                                    |  |                                                      
|---------------------------------------------------------------------- |  | ---------------------------------- |  | -----------------------------------------------------
|                                                                       |  | GREAT WESTERN BANCORPORATION, INC.
|                                                                       |  |                                   
|Date: October 31, 2005                                                 |  | By:                                |  | /s/ Deryl F. Hamann                                  
|                                                                       |  |                                    |  | Deryl F. Hamann, Chairman and Chief Executive Officer
|                                                                       |  |                                    |  | (Duly Authorized Representative)                     
|                                                                      
|(Authorized officer and principal financial officer of the registrant)
|                                                                       |  |                                   
|Date: October 31, 2005                                                 |  | By:                                |  | /s/ James R. Clark                                   
|                                                                       |  |                                    |  | James R. Clark, CFO, Secretary and Treasurer         
|                                                                       |  |                                    |  | (Principal Financial Officer)                        



14