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

Stockholders and Board of Directors

Ceres Group, Inc.

We consent to the incorporation by reference in this Form 8-K of our reports dated March 16, 2006, with respect to the consolidated balance sheets of Ceres Group, Inc. as of December 31, 2005 and 2004, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2005, and all related financial statement schedules, management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2005 and the effectiveness of internal control over financial reporting as of December 31, 2005, which reports appear in the December 31, 2005 annual report on Form 10-K of Ceres Group, Inc.

KPMG LLP                                      

Columbus, Ohio

October 19, 2006

The following historical income statement information for the year ended December 31, 2005 and the six months ended June 30, 2006, and the historical balance sheet data at June 30, 2006, of GAFRI were derived from its audited financial statements contained in its Annual Report on Form 10-K for the year ended December 31, 2005 and its unaudited financial statements contained in its Quarterly Report on Form 10-Q for the six month period ended June 30, 2006. The historical income statement information for the year ended December 31, 2005 and the six months ended June 30, 2006, and the historical balance sheet data at June 30, 2006, of Ceres were derived from its audited financial statements contained in its Annual Report on Form 10-K for the year ended December 31, 2005, and its unaudited financial statements for the six months ended June 30, 2006.

The unaudited pro forma condensed combined income statements for the year ended December 31, 2005 and for the six months ended June 30, 2006, assume the acquisition (including the reinsurance transactions mentioned above) was effected on January 1, 2005 and January 1, 2006, respectively. The unaudited pro forma condensed combined balance sheet gives effect to the acquisition (including the reinsurance transactions mentioned above) as if it had occurred on June 30, 2006. The adjusted historical consolidated financial statements give effect to the pro forma events that (1) are directly attributable to the acquisition, (2) are factually supportable, and (3) with respect to the income statements, are expected to have a continuing impact on the combined results.

The unaudited pro forma condensed combined financial statements included in this filing should be read in conjunction with the notes thereto as well as the historical consolidated financial statements as of and for the year ended December 31, 2005 and for the six months ended June 30, 2006 of GAFRI in its Annual Report on Form 10-K and Quarterly Report on Form 10-Q, respectively, and of Ceres included in its 2005 Annual Report on Form 10-K and its Quarterly Report on Form 10-Q for the three months ended March 31, 2006. Ceres was not required to file a Quarterly Report on Form 10-Q for the six months ended June 30, 2006.

These unaudited pro forma condensed combined financial statements are presented for informational purposes only and are not necessarily indicative of the results of operations of the consolidated company that would have actually occurred had the acquisition of Ceres been effective during the periods presented or of the future results of operations of the consolidated company. These financial statements do not give effect to (i) the impact of possible revenue enhancements, (ii) additional future expense efficiencies or (iii) costs that may be incurred in integrating the acquired operations. The foregoing matters could cause both GAFRI's pro forma historical financial position and results of operations, and its actual future financial position and results of operations, to differ materially from the pro forma financial statements included herein.

See Notes to Pro Forma Condensed Combined Financial Statements (Unaudited).

See Notes to Pro Forma Condensed Combined Financial Statements (Unaudited).

See Notes to Pro Forma Condensed Combined Financial Statements (Unaudited).

Certain amounts in the historical consolidated financial statements of Ceres have been reclassified to conform to GAFRI's historical financial statement presentation. While GAFRI and Ceres have completed a preliminary review of their respective accounting and financial reporting policies as compared to those used by the other company, this review is ongoing and additional reclassifications or pro forma adjustments may be identified.

The preliminary estimate of the cost to acquire Ceres includes (in millions):

Under the terms of the purchase agreement, shareholders of Ceres received $6.13 in cash for each share of Ceres common stock that they owned.

In connection with the acquisition, Ceres insurance subsidiaries entered into an agreement with American Enterprise Mutual Holding Company whereby American Enterprise acquired through reinsurance 100% of the major medical business of the insurance subsidiaries of Ceres effective August 1, 2006 for an $11 million ceding commission. Cash and investments of $27.8 million (an amount equal in value to statutory basis reserves ceded, net of the initial ceding allowance) was transferred to American Enterprise in the transaction.

Immediately prior to completion of the acquisition, Ceres insurance subsidiaries entered into reinsurance agreements with Hannover Life Reassurance Company of America in which 50% of life, annuity, and senior segment health insurance risk at August 1, 2006 was reinsured for a ceding allowance of $52.7 million. Ceres' historical balance of unamortized insurance acquisition costs associated with the reserves ceded to Hannover was $30.7 million at August 1, 2006. Cash and investments of $128.7 million (an amount equal in value to statutory basis reserves ceded, net of the initial ceding allowance) was transferred to Hannover in the transaction.

These reinsurance agreements with Hannover resulted in deferred reinsurance gains of $17.1 million and prepaid costs of $1.7 million, which were eliminated in the pro forma purchase accounting adjustments. (See Notes 5 (h) and 5 (i)).