UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

~~for~~For the quarterly period ended ~~March~~ December 31, 2005

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

For the transition period from to

Commission File Number: 001-15215

GREAT WESTERN BANCORPORATION, INC.

(Exact name of registrant as specified in its charter)

Iowa

42-0867112

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

~~10834~~9290 ~~Old~~West ~~Mill~~ Dodge Road, Suite ~~One~~203, Omaha, NE ~~68154~~68114

(Address of principal executive office) (Zip code)

(402) 333-8330

(Registrant’s telephone number, including area code)

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 ~~May~~January 231, ~~2005~~2006
Common Stock, $1.00 par value		123,~~650~~517 shares

GREAT WESTERN BANCORPORATION, INC.

INDEX TO FORM 10-Q FOR THE QUARTERLY

PERIOD ENDED ~~MARCH~~DECEMBER 31, 2005

			PAGE
FORWARD-LOOKING STATEMENTS			3
CIRCULAR 230 DISCLOSURE			3
PART I: FINANCIAL INFORMATION
	ITEM 1: FINANCIAL STATEMENTS
		Condensed Consolidated Balance Sheets at March 31, 2005 (unaudited) and June 30, 2004	4
		Condensed Consolidated Balance Sheets at December 31, 2005 (unaudited) and June 30, 2005	4
		Condensed Consolidated Statements of Income - Three months ended March 31, 2005 and March 31, 2004 (unaudited)	5
		Condensed Consolidated Statements of Income - Three months ended December 31, 2005 and December 31, 2004 (unaudited)	5
		Condensed Consolidated Statements of Income - Nine months ended March 31, 2005 and March 31, 2004 (unaudited)	6
		Condensed Consolidated Statements of Income - Six months ended December 31, 2005 and December 31, 2004 (unaudited)	6
		Condensed Consolidated Statements of Cash Flows - Nine months ended March 31, 2005 and March 31, 2004 (unaudited)	7
		Condensed Consolidated Statements of Cash Flows - Six months ended December 31, 2005 and December 31, 2004 (unaudited)	7
		Notes to Condensed Consolidated Financial Statements	8
	ITEM 2:	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	10
	ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		9
	ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		1417
	ITEM 4: CONTROLS AND PROCEDURES		1417
PART II: OTHER INFORMATION
	ITEM 1: LEGAL PROCEEDINGS		1518
	ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.		15
	ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		18
	ITEM 3: DEFAULTS UPON SENIOR SECURITIES		1518
	ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		1518
	ITEM 5: OTHER INFORMATION		1518
	ITEM 6: EXHIBITS		1518
	SIGNATURES		1619

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.

PART I

FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

GREAT WESTERN BANCORPORATION, INC.

Condensed Consolidated Balance Sheets

(In thousands, except share data)

	March 31,2005			June 30, 2004
	December 31,2005			June 30, 2005
	(unaudited)
Assets
Cash and due from banks	$	5972,~~482~~669		$	4971,~~768~~178
Federal funds sold and FHLB overnight deposits		2124,~~910~~730			2615,~~642~~608
Cash and cash equivalents		8197,~~392~~399			7686,~~410~~786
Certificates of deposit		—			99
Securities available for sale		447,005			384,065
Securities available for sale		392,467			364,847
Investment in affiliates		2,631			2,631
Investment in affiliates		2,631			3,262
Loans, net of allowance for loan losses of $26,054 and $25,701		2,104,313			2,103,406
Loans, net of allowance for loan losses of $25,411 and $22,643		2,036,168			1,832,215
Premises and equipment, net		54,379			54,017
Premises and equipment, net		53,722			47,890
Accrued interest receivable		18,564			16,264
Accrued interest receivable		16,531			14,309
Core deposit intangible and other, net		2,354			2,935
Core deposit intangible and other, net		3,203			2,897
Goodwill, net		53,706			53,594
Goodwill, net		53,558			51,847
Mortgage servicing rights, net		739			15,164
Mortgage servicing rights, net		16,097			14,557
Other assets		16,676			20,747
Other assets		22,489			21,576
Total assets	$	2,797,766		$	2,739,609
Total assets	$	2,678,258		$	2,429,909
Liabilities and Stockholders’ Equity
Liabilities
Deposits
Noninterest bearing	$	286,~~624~~047		$	~~252~~289,~~759~~090
Interest bearing		1,~~832~~920,~~257~~719			1,~~661~~855,~~305~~740
Total deposits		2,~~118~~206,~~881~~766			12,~~914~~144,~~064~~830
Federal funds purchased and securities sold under agreements to repurchase		90115,~~802~~812			9597,~~810~~964
FHLB advances and other borrowings		~~174~~141,~~395~~532			~~115~~182,~~355~~127
Notes payable		3646,~~700~~580			3646,700
Subordinated debentures		87,631			~~108~~87,~~662~~631
Accrued interest and other liabilities		1625,~~747~~540			16,~~124~~674
Total liabilities		2,~~525~~623,~~156~~861			2,~~286~~575,~~715~~926
Minority interests		4,~~358~~695			4,~~074~~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; none and 100,000 shares of variable rate, noncumulative, nonvoting		1,700			11,700
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 and 123,802 shares		124			124
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,~~032~~029
Retained earnings		~~149~~172,~~810~~015			~~129~~157,~~106~~330
Accumulated other comprehensive loss		(46,~~919~~658	)		(32,~~842~~005	)
Total stockholders’ equity		~~148~~169,~~744~~210			~~139~~159,~~120~~178
Total liabilities and stockholders’ equity	$	2,~~678~~797,~~258~~766		$	2,~~429~~739,~~909~~609

See Notes to Condensed Consolidated Financial Statements.

GREAT WESTERN BANCORPORATION, INC.

Condensed Consolidated Statements of Income

For The Three Months Ended

(In thousands, except share and per share data)

(unaudited)

	March 31,2005				March 31, 2004
	December 31,2005			December 31, 2004
Interest and Dividend Income
Loans	$	3237,~~769~~915		$	$31,926	~~27,408~~
Taxable securities		3,~~249~~805			3,274	~~2,778~~
Nontaxable securities		~~384~~390			383	~~398~~
Dividends on securities		~~133~~112			94	78
Federal funds sold and other		52359			95	51
Trust common securities		4552			43	40
Total interest and dividend income		3642,~~632~~633			35,815	~~30,753~~
Interest Expense
Deposits		812,~~796~~825			8,430	~~6,961~~
Federal funds purchased and securities sold under agreements to repurchase		~~341~~794			335	~~182~~
FHLB advances and other borrowings		1,~~400~~283			1,165	~~1,155~~
Notes payable		~~582~~906			541	~~471~~
Subordinated debentures		1,~~500~~735			1,431	~~1,571~~
Total interest expense		1217,~~619~~543			11,902	~~10,340~~
Net Interest Income		2425,~~013~~090			23,913	~~20,413~~
Provision for Loan Losses		1,~~175~~575			1,236	~~869~~
Net Interest Income After Provision for Loan Losses		2223,~~838~~515			22,677	~~19,544~~
Noninterest Income
Service charges and other fees		45,~~485~~261			4,363	~~3,690~~
Net gain from sale of loans		~~858~~1,014			973	~~934~~
Loan servicing fees		~~1,040~~57			1,100	~~960~~
Gain (loss) on sale of securities, net		~~(37~~11	)		(6	~~229~~)
Trust department income		~~564~~571			517	~~593~~
Other		~~1,231~~758			707	~~1,034~~
Total noninterest income		87,~~141~~672			7,654	~~7,440~~
Noninterest Expense
Salaries and employee benefits		10,~~245~~190			9,711	~~8,875~~
Occupancy expenses, net		1,~~405~~468			1,269	~~1,133~~
Data processing		1,~~086~~170			1,086	~~935~~
Equipment expenses		~~867~~893			817	~~720~~
Advertising		1,~~338~~523			1,118	~~1,031~~
Professional fees		~~792~~863			831	~~725~~
Communication expense		~~669~~551			570	~~551~~
Amortization of core deposit and other intangibles		~~439~~342			414	~~399~~
Amortization and valuation adjustments of mortgage servicing rights		~~663~~38			707	~~571~~
Other		1,~~727~~817			1,857	~~1,813~~
Total noninterest expense		1918,~~231~~855			18,380	~~16,753~~
Income Before Income Taxes and Minority Interests		1112,~~748~~332			11,951	~~10,231~~
Provision for Income Taxes		4,~~036~~443			4,238	~~3,697~~
Income Before Minority Interests		7,~~712~~889			7,713	~~6,534~~
Minority Interests		~~171~~176			159	~~153~~
Net Income	$	7,~~541~~713		$	$7,554	~~6,381~~
Basic Earnings Per Common Share	$	5862.4707		$	$60.71	~~49.07~~
Cash Dividends Per Share Declared on Common Stock	$	1.85		$	$1.85	~~1.65~~
Weighted Average Shares Outstanding		123,~~694~~650			123,802	~~123,913~~

See Notes to Condensed Consolidated Financial Statements.

GREAT WESTERN BANCORPORATION, INC.

Condensed Consolidated Statements of Income

For The ~~Nine~~Six Months Ended

(In thousands, except share and per share data)

(unaudited)

	March 31,2005			March 31, 2004
	December 31,2005			December 31, 2004
Interest and Dividend Income
Loans	$	9474,~~671~~840		$	8161,~~864~~902
Taxable securities		97,~~462~~030			76,~~660~~213
Nontaxable securities		~~1,149~~790			~~1,262~~765
Dividends on securities		~~305~~188			~~222~~172
Federal funds sold and other		~~206~~522			~~197~~154
Trust common securities		~~137~~102			4092
Total interest and dividend income		~~105~~83,~~930~~472			9169,~~245~~298
Interest Expense
Deposits		24,~~886~~102			2116,~~740~~090
Federal funds purchased and securities sold under agreements to repurchase		~~905~~1,351			~~522~~618
FHLB advances and other borrowings		32,~~706~~733			32,~~261~~252
Notes payable		1,~~616~~756			1,~~491~~034
Subordinated debentures		43,~~578~~397			43,~~211~~078
Total interest expense		3533,~~691~~339			3123,~~225~~072
Net Interest Income		7050,~~239~~133			6046,~~020~~226
Provision for Loan Losses		32,~~267~~830			32,~~156~~092
Net Interest Income After Provision for Loan Losses		6647,~~972~~303			5644,~~864~~134
Noninterest Income
Service charges and other fees		1310,~~201~~536			108,~~742~~716
Net gain from sale of loans		2,~~797~~054			41,~~620~~939
Loan servicing fees		~~3,150~~302			2,~~485~~110
Gain (loss) on sale of securities, net		(23	)		1,296
Gain on sale of securities, net		31			14
Trust department income		1,~~577~~123			1,~~549~~013
Other		2,618			2,909
Loss on sale of mortgage servicing rights		(1,219	)		—
Total noninterest income		23,320			23,601
Other		2,024			1,387
Total noninterest income		14,851			15,179
Noninterest Expense
Salaries and employee benefits		2920,~~375~~394			2619,~~404~~130
Occupancy expenses, net		32,~~854~~956			32,~~283~~450
Data processing		32,~~192~~320			2,~~726~~106
Equipment expenses		21,~~492~~740			21,~~189~~625
Advertising		32,~~502~~714			32,~~080~~164
Professional fees		21,~~568~~901			21,~~376~~776
Communication expense		1,~~804~~142			1,~~670~~136
Amortization of core deposit and other intangibles		~~1,202~~695			~~1,131~~764
Amortization and valuation adjustments of mortgage servicing rights		~~2,038~~273			1,~~998~~375
Other		53,~~269~~563			53,~~453~~539
Total noninterest expense		5537,~~296~~698			5036,~~310~~065
Income Before Income Taxes and Minority Interests		3424,~~996~~456			3023,~~155~~248
Provision for Income Taxes		128,~~251~~888			108,~~958~~215
Income Before Minority Interests		2215,~~745~~568			1915,~~197~~033
Minority Interests		~~490~~350			~~432~~319
Net Income	$	2215,~~255~~218		$	1814,~~765~~714
Basic Earnings Per Common Share	$	~~174~~122.7046		$	~~145~~116.4723
Cash Dividends Per Share Declared on Common Stock	$	53.5570		$	43.9570
Weighted Average Shares Outstanding		123,~~766~~650			~~124~~123,~~608~~802

See Notes to Condensed Consolidated Financial Statements.

GREAT WESTERN BANCORPORATION, INC.

Condensed Consolidated Statements of Cash Flows

For The ~~Nine~~Six Months Ended

(In thousands)

(unaudited)

	March 31,2005			March 31, 2004
	December 31,2005			December 31, 2004
Net Cash Provided By Operating Activities	$	28,~~107~~708		$	918,~~623~~335
Investing Activities
Proceeds from maturities of certificate of deposit		~~239~~—			—99
Proceeds from sales and maturities of securities available for sale		9626,~~186~~393			~~118~~67,~~052~~861
Purchase of securities available for sale		(~~111~~96,~~856~~852	)		(~~189~~105,~~921~~455	)
Proceeds from sale of other real estate owned		14,~~163~~336			~~2,860~~790
Purchase of trust common securities		—			(1,467	)
Proceeds from redemption of trust common securities		—			631
Proceeds from redemption of trust common securities		631			—
Net increase in loans		(501	)		(98,604	)
Net increase in loans		(149,558	)		(103,366	)
Proceeds from sale of premises and equipment		53			126
Proceeds from sale of premises and equipment		129			856
Purchase of premises and equipment		(2,907	)		(6,229	)
Purchase of premises and equipment		(7,414	)		(5,827	)
Purchase of a bank holding company, net of cash and cash equivalents acquired		—			4,766
Cash and cash equivalents received from business acquisitions		4,766			82,398
Proceeds from sale of mortgage servicing rights		12,936			—
Purchase of mortgage servicing rights		~~(1,310~~—	)		(21,~~321~~299	)
Net cash used in investing activities		(~~167~~56,~~024~~542	)		(98137,~~736~~314	)
Financing Activities
Retirement of subordinated debentures		~~(21,031~~—	)		—(21,031	)
Proceeds from issuance of preferred securities and subordinated debentures		—			48,867
Net increase in deposits		61,936			85,316
Net increase in deposits		128,131			28,094
Net increase (decrease) in federal funds purchased and securities sold under agreements to repurchase		17,848			(3,986	)
Net increase (decrease) in federal funds purchased and securities sold under agreements to repurchase		(7,057	)		17,689
Net increase (decrease) in FHLB advances and other borrowings		(40,595	)		43,836
Net increase (decrease) in FHLB advances and other borrowings		59,040			(503	)
Principal payments on notes payable		(120	)		—
Principal payments on notes payable		(337	)		—
Payment of other liabilities		(15	)		(2,921	)
Payment of other liabilities		(3,094	)		(6,451	)
Dividends paid, including ($73) and ($126) paid to minority interests, respectively		(607	)		(910	)
Debt issuance cost incurred		—			(63	)
Net cash provided by financing activities		38,447			100,304
Dividends paid, including ($199) and ($146) paid to minority interests, respectively		(1,519	)		(1,400	)
Net increase (decrease) in cash and cash equivalents		10,613			(18,675	)
Retirement of common stock		(234	)		(1,182	)
Retirement of preferred stock		(10,000	)		—
Net cash provided by financing activities		143,899			85,051
Net increase (decrease) in cash and cash equivalents		4,982			(4,062	)
Cash and cash equivalents:
Cash and Cash Equivalents – Beginning of Year		76,410			107,159
Cash and Cash Equivalents - Beginning of Year		86,786			76,410
Cash and Cash Equivalents – End of Quarter	$	81,392		$	103,097
Cash and Cash Equivalents - End of Period	$	97,399		$	57,735
Supplemental Disclosures of Cash Flow Information:
Cash payments for interest	$	3430,~~436~~930		$	3222,~~024~~054
Cash payments for income taxes		~~11,243~~236			116,~~773~~505
Supplemental Schedules of Noncash Investing and Financing Activities:
Net change in unrealized (loss) on securities available for sale, net of deferred income taxes		(1,077	)		(2,040	)
Net change in unrealized gain (loss) on securities available for sale, net of deferred income taxes		(4,653	)		3,289
Purchase of mortgage servicing rights for other liabilities		2,271			6,180
Purchase of mortgage servicing rights included in other liabilities		—			2,262
Loans transferred to other real estate owned and other assets		~~1,281~~977			~~2,635~~380
Business acquisitions, net of cash and cash equivalents acquired, allocated to:
Assets
Certificate of deposit	$	~~140~~—		$	—140
Securities		~~14,035~~—			—14,035
Loans, net		~~53,555~~—			3153,~~972~~555
Other assets		~~2,066~~—			~~249~~2,066
Premises and equipment		~~1,444~~—			1,~~870~~444
Core deposit intangibles and other		~~1,509~~—			1,~~184~~509
Goodwill		~~1,711~~—			51,~~917~~711
Liabilities assumed
Deposits		~~(76,686~~—	)		(~~123~~76,~~133~~686	)
Notes payable		~~(2,386~~—	)		—(2,386	)
Other liabilities		~~(154~~—	)		(~~457~~154	)
Net cash and cash equivalents (received)	$	~~(4,766~~—	)	$	(824,~~398~~766	)

See Notes to Condensed Consolidated Financial Statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of presentation.

The condensed 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, ~~2004~~2005 condensed consolidated balance sheet has been derived from Great Western’s audited balance sheet as of that date. The condensed consolidated financial statements as of ~~March~~ December 31, 2005 and for the three months and ~~nine~~six months ended ~~March~~ December 31, 2005 and December 31, 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~~condensed 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 ~~2004~~2005 filed with the Securities and Exchange Commission. Results for the three and ~~nine~~six months ended ~~March~~ December 31, 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 $~~308~~38,000 and $~~300~~38,000 in the three months ended ~~March~~ December 31, 2005 and ~~March~~ December 31, 2004 and totaled $~~633~~76,000 and $~~638~~325,000 for the ~~nine~~six months ended ~~March~~ December 31, 2005 and ~~March~~ December 31, 2004, reduced earnings available to common stockholders in the computation. Great Western has no common stock equivalents.

3. Comprehensive Income.

Comprehensive income was $34,~~175~~247,000 and $85,~~499~~882,000 for the three months ended ~~March~~ December 31, 2005 and ~~March~~ December 31, 2004 and $2110,~~178~~565,000 and $1618,~~725~~003,000 for the ~~nine~~six months ended ~~March~~ December 31, 2005 and ~~March~~ December 31, 2004. The difference between comprehensive income and net income presented in the Condensed Consolidated Statements of Income is attributed solely to ~~the~~ 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. ~~Business~~Sale ~~Acquisition~~of Mortgage Servicing Rights.

On July 7 31, ~~2004~~2005, Great Western ~~Bancorporation~~Bank, ~~Inc.~~Omaha ~~entered~~sold ~~into~~$14,155,000 ain ~~contract to~~mortgage ~~acquire~~servicing ~~all~~rights ofto ~~the~~an ~~common~~unrelated ~~voting~~third ~~and~~party. ~~nonvoting~~The ~~stock~~mortgage ofservicing ~~Oak~~rights sold ~~Bancorporation~~had ~~and~~an ~~its~~original ~~subsidiaries.~~value ~~Oak Bancorporation owned 100%~~ of ~~Oakland State Bank~~$39, ~~Oakland~~770, ~~Iowa~~000, ~~and~~less ~~Security~~accumulated ~~State~~amortization ~~Bank,~~of ~~Red Oak~~$22, ~~Iowa. The purchase closed on November 5~~439,000 ~~2004. Oak~~and ~~Bancorporation~~valuation ~~was~~adjustments ~~merged~~of ~~into Great Western Bancorporation~~$3, ~~Inc.~~176,000. ~~Oakland~~The ~~State~~unpaid ~~Bank~~principal ~~was~~balance ~~merged~~of ~~into~~the ~~Great~~loans ~~Western~~related ~~Bank,~~to ~~Omaha,~~the ~~and~~mortgage ~~Security~~servicing ~~State~~rights ~~Bank~~sold was ~~merged into Great Western Bank~~$1,017,422,000. ~~Clive~~The onrelated custodial ~~the~~escrow ~~date~~balances ofwere ~~closing~~$7,599,000.

The ~~final~~mortgage ~~purchase~~servicing ~~price~~rights iswere ~~contingent~~sold ~~upon~~for ~~the~~$14,040,000 ~~actual~~less ~~collection~~$1,104,000 ofin ~~certain~~fees ~~classified~~and ~~loans~~selling ~~and~~costs. ~~the~~The ~~settlement~~net proceeds received were $12,936,000 resulting in a pretax loss of ~~any~~$1,219,000. ~~liabilities~~The ~~not~~final ~~disclosed~~loss on the ~~books~~sale ofwas ~~Oak~~contractually ~~Bancorporation~~dependent atupon ~~closing.~~the ~~The~~level ~~final~~of ~~purchase~~prepayments ~~price~~for ~~will~~a be90-day ~~determined~~period onended ~~November 5~~October 31, 2005. ~~The~~No ~~amount~~adjustment ofto ~~goodwill~~the ~~recognized~~loss ~~for~~on the sale ~~purchase~~ of ~~Oakland~~the ~~Bancorporation~~mortgage ~~may~~servicing berights ~~adjusted based~~was ~~upon~~recognized during the ~~final~~three ~~purchase~~months ~~price~~ended December 31, 2005.

Great Western ~~expects~~Bank, ~~the acquisition~~Omaha will ~~enhance~~continue ~~its~~to ~~operating~~service ~~market~~certain loans that it originates and ~~reduce~~will ~~costs~~continue ~~through~~to ~~economies~~service ofmortgages ~~scale~~pursuant to purchased mortgage servicing rights which were not sold on July 31, 2005. ~~The~~Great ~~results~~Western ofBank, ~~operation~~Omaha ofmay ~~Oak~~sub-service ~~Bancorporation~~for ~~after~~others, ~~the~~but ~~date~~presently ofdoes ~~acquisition~~not ~~are~~intend ~~included~~to inpurchase ~~the~~additional ~~consolidated~~mortgage ~~financial~~servicing ~~statements~~rights. The ~~average~~balance ~~amortization~~of mortgage servicing rights at ~~period~~December 31, ~~for~~2005 was $739,000. The balance of the ~~core~~mortgage ~~deposit~~servicing ~~and~~rights ~~other~~had ~~intangible~~an ~~assets~~original isvalue ~~five~~of ~~years~~$3,901,000, less accumulated amortization of $2,936,000 and valuation adjustments of $226,000.

A6. ~~summary~~Loans ofHeld ~~the~~for ~~fair~~Resale. ~~value of net assets acquired and net cash and cash equivalents received (in thousands) on the date of acquisition is as follows:~~

	OakBancorporation
Assets acquired:
Certificate of deposit	$	140
Securities		13,972
Loans, net		53,555
Other assets		2,066
Premises and equipment		1,444
Core deposit intangible and other		1,241
Goodwill		1,711
Liabilities assumed:
Deposits		(76,686	)
Notes payable		(2,386	)
Other liabilities		(154	)
Net cash and cash equivalents received	$	(5,097	)

Included in loans are loans originated for resale of $7,656,000 at December 31, 2005 and $11,034,000 at June 30, 2005.

~~On June 28, 2004, Great Western Bank, Omaha, entered into an agreement to merge with First State Bancorp, Inc~~7., ~~and its subsidiary, Farmers Bank of Portageville~~Goodwill. The closing date was December 9, 2004. Pursuant to the terms of the agreement to merge, Great Western Bank, Omaha retained the Federal Home Loan Bank Stock and the Missouri banking charter of First State Bancorp, Inc. All other assets and liabilities were assumed by a third party.

AsPursuant ato ~~result~~the contract to acquire all of the ~~acquisition,~~common ~~Great~~voting ~~Western~~and ~~Bank~~non-voting stock of Oak Bancorporation, ~~Omaha~~the isfinal ~~authorized~~purchase toprice ~~operate~~was acontingent ~~banking~~upon ~~business~~the inactual collection of certain classified loans and the ~~State~~settlement of any liabilities not disclosed on the books of Oak ~~Missouri~~Bancorporation at closing. The final settlement date was November 5, 2005. An additional $112,000 in Goodwill was recognized as a result of the final settlement.

A8. ~~summary~~Subsequent ofEvents. ~~the fair value of net assets acquired and net cash paid (in thousands) on the date of acquisition is as follows:~~

	First StateBancorp, Inc.
Assets acquired:
Securities	$	63
Other intangible assets		268
Net cash paid	$	331

During November 2005, Great Western Bank, Watertown entered into a contract to acquire certain assets and assume certain liabilities of a bank located in Madison, South Dakota. Approximately $137,000,000 in assets, $116,000,000 in loans and $122,000,000 in deposits will be acquired or assumed. Great Western expects to record approximately $10,000,000 in intangible assets at closing. Great Western expects the acquisition to close on February 5, 2006.

6On January 16, 2006, Great Western filed an 8-K under Item 1.02 ~~Financing~~Termination of a Material Definitive Agreement, Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance ~~Activities~~Sheet Arrangement, and Item 8.01 Other Events. Great Western stated the intent to initiate an early redemption of all of its Junior Subordinated Debentures under the Subordinated Indenture dated March 19, 2001.

On ~~August~~each ~~18,~~Debenture ~~2004,~~Redemption ~~Great~~Date ~~Western redeemed $21,031,000~~ of ~~Debentures~~the ~~from~~Junior ~~GWB~~Subordinated ~~Capital~~Debentures, ~~Trust I.~~ GWB Capital Trust III ~~redeemed~~is ~~all~~required ~~outstanding~~to ~~Common~~redeem ~~Securities~~a ~~(63,093~~like ~~shares)~~amount ~~and~~of Trust Preferred Securities ~~(2,040,000 shares)~~ at the ~~$10~~Redemption ~~par~~Price ~~value~~(which ~~plus~~is ~~accumulated~~the ~~and~~stated ~~unpaid~~amount ~~distributions. Great Western owned 100%~~ of ~~the~~$10 ~~Common~~per ~~Securities.~~Trust ~~The~~Security, plus accumulated and unpaid ~~distributions~~Distributions onto the ~~Common~~Redemption ~~and Preferred Securities on August 18, 2004 were $6,000 and $187,000, respectively~~Date). ~~The~~GWB ~~total~~Capital ~~distributions~~Trust ~~for the redemption of the Common~~II ~~Securities~~intends ~~were~~to ~~$637,000~~redeem ~~and~~all ~~the~~Trust ~~total distributions for the~~ Preferred Securities ~~were $20~~(2,~~587~~760,000. ~~The~~Preferred ~~distributions~~Securities) ~~were made from cash~~ on ~~hand~~March 20, 2006.

OnAs ~~February~~soon 4,as ~~2005,~~practicable ~~Great~~after ~~Western~~the ~~Bancorporation~~redemption, ~~Inc. redeemed, at par, 100,000 shares of its $100 Par, Floating Rate, Series 3, Non-voting, Non-cumulative, Perpetual Preferred Stock. The redemption slightly decreased~~ Great Western’s ~~leverage~~intends ~~ratio,~~to ~~Tier~~deregister 1under ~~risk-based~~the ~~capital~~Securities ~~ratio,~~ and ~~total~~Exchange ~~risk-based~~Act ~~capital~~of ~~ratio~~1934.

7. Recent Accounting Pronouncements.

Effective March 31, 2004, Emerging Issues Task Force Issue No. 03-1 “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments” (“EITF 03-1”) was issued. EITF 03-1 provides guidance for determining the meaning of “other-than-temporarily impaired” and its application to certain debt and equity securities within the scope of Statement of Financial Accounting Standards No. 115 “Accounting for Certain Investments in Debt and Equity Securities” (“SFAS 115”) and investments accounted for under the cost method. The guidance requires that investments which have declined in value due to credit concerns or solely due to changes in interest rates must be recorded as other-than-temporarily impaired unless the corporation can assert and demonstrate its intention to hold the security for a period of time sufficient to allow for a recovery of fair value up to or beyond the cost of the investment, which might mean maturity. This Issue also requires disclosures assessing the ability and intent to hold investments in instances in which an investor determines that an investment with a fair value less than cost is not other-than-temporarily impaired.

On September 30, 2004, the FASB decided to delay the effective date for the measurement and recognition guidance contained in Issue 03-1. This delay does not suspend the requirement to recognize other-than-temporary impairments as required by existing authoritative literature. The disclosure guidance in Issue 03-1 was not delayed.

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 ~~March~~ December 31, 2005, have remained unchanged from June 30, ~~2004~~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, ~~2004~~2005.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Average assets were $2,~~566~~739,~~345~~327,000 for the ~~nine~~ six months ended ~~March~~ December 31, 2005 compared to $2,~~217~~528,~~567~~207,000 ~~(as revised to be comparable to current year calculations)~~ for the ~~nine~~six months ended ~~March~~ December 31, 2004, ~~representing~~an ~~a 15~~8.7335% increase. Average interest-earning assets were $2,~~370~~551,~~339~~562,000 for the ~~nine~~six months ended ~~March~~ December 31, 2005 and $2,~~049~~336,~~806~~335,000 (as revised to be comparable to current year calculations) for the ~~nine~~six months ended ~~March~~ December 31, 2004, representing a 159.6421% increase. Average assets and average interest-earning assets increased due to internal growth and acquisitions.

Total assets were $2,~~678~~797,~~258~~776,000 at ~~March~~ December 31, 2005, an increase of $~~248~~58,~~349~~157,000 or 102.2212% from June 30, ~~2004~~2005. The increase in total assets is due to a $279,~~620~~122,000 ~~or 7.57%~~ increase in ~~securities~~federal ~~available~~funds ~~for~~sold ~~sale, a $203,953,000 or 11.13% increase in loans, net of unearned fees~~ and ~~allowance~~FHLB ~~for~~overnight ~~loan~~deposits ~~losses,~~ and a $562,~~832~~940,000 ~~or 12.18%~~ increase in ~~premises and equipment, net. The increase in~~ securities available for sale, ~~loans,~~offset ~~net~~by ofa ~~unearned fees and allowance for loans losses~~$14, ~~and premises and equipment~~425, ~~net,~~000 isdecrease ain ~~result~~mortgage ofservicing ~~internal~~rights ~~growth and acquisitions.~~

~~Securities~~Federal ~~available~~funds ~~for~~sold ~~sale~~and FHLB overnight deposits were $~~392~~24,~~467~~730,000 ~~at March 31, 2005,~~ and $~~364~~15,~~847~~608,000 at ~~June~~December 31, 2005 and June 30, ~~2004~~2005, respectively. The increase of $279,~~620~~122,000 or 758.5744% was primarily due to ~~internal~~investing ~~growth~~excess ~~and~~funds ~~acquisitions.~~generated ~~Securities~~by ~~available~~the ~~for~~increase ~~sale~~in ~~with~~interest-bearing ~~unrealized~~deposits ~~losses were~~during ~~$329,185,000~~the atsix ~~March~~months ended December 31, 2005 ~~with total unrealized losses of $9,283,000~~. ~~Securities available for sale~~

Securities available for sale were $447,005,000 at December 31, 2005, and $384,065,000 at June 30, 2005. The increase of $62,940,000 or 16.39% was primarily due to investing excess funds generated by the increase of interest-bearing deposits during the six months ended December 31, 2005. Securities available for sale with unrealized losses were $401,897,000 at December 31, 2005 with total unrealized losses of $11,635,000. 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 $6,844,000 at December 31, 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, increased by $907,000 or less than 1%. Included are loans originated for resale of $7,656,000 at December 31, 2005, a decrease of $3,378,000 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 $739,000 at December 31, 2005, a decrease of $14,425,000 or 95.13%, from June 30, 2005. The decrease was the result of the sale of mortgage servicing rights as discussed in Note 5 of the financial statements. The sale caused the recognition of a deferred tax benefit associated with the mortgage servicing rights. The recognition of the deferred tax benefit resulted in a delay in the estimated federal income tax payments.

The allowance for loan losses increased by $353,000 to $26,054,000 at December 31, 2005 from $25,701,000 at June 30, 2005. The allowance represented 1.22% of loans, net of unearned fees as of December 31, 2005 and June 30, 2005.

Pursuant to the contract to acquire all of the common voting and non-voting stock of Oak Bancorporation, the final purchase price was contingent upon the actual collection of certain classified loans and the settlement of any liabilities not disclosed on the books of Oak Bancorporation at closing. The final settlement date was November 5, 2005. An additional $112,000 in Goodwill was recognized as a result of the final settlement.

For the six months ended December 31, 2005, Great Western’s annualized return on average assets (“ROA”) was 1.11%, compared to 1.16% for the six months ended December 31, 2004. Return on average stockholders’ equity (“ROE”) for the six months ended December 31, 2005 and 2004 was 18.48% and 19.72%, respectively. The decreases in ROA and ROE are due

~~with~~to ~~unrealized~~a ~~losses~~3.42% ~~were~~increase ~~$278,210,000~~in atnet ~~June~~income ~~30, 2004 with total unrealized losses of $8,203,000. The unrealized losses~~ for ~~longer~~the ~~than~~six ~~twelve continuous~~ months ~~were~~ending ~~$2,119,000 at March~~ December 31, 2005 ~~and~~compared ~~$620,000~~to atan ~~June 30, 2004~~8.35% ~~The~~increase ~~losses~~in average ~~for~~assets ~~all~~and ~~such securities are~~ a ~~direct~~10.38% ~~result~~increase ~~of changes~~ in ~~interest~~average ~~rates.~~equity ~~Great~~from ~~Western has~~ the ~~ability~~same ~~and intent to hold these securities for a~~ period ~~of time sufficient to allow for~~ a ~~recovery~~year ~~in fair value~~ago.

~~Loans,~~Cash ~~net~~and ofcash ~~unearned~~equivalents ~~fees,~~and ~~grew~~securities byavailable for sale totaled $~~203~~544,~~953~~404,000 or 1119.1346% ~~during~~of ~~the~~total ~~nine~~assets ~~months~~at ~~ended March~~ December 31, 2005 ~~due to internal growth and acquisitions. Included are loans originated for resale of $9~~,~~448,000~~ ~~at March 31, 2005, a decrease of $2,892,000 when~~ compared to $12470,~~340~~851,000 or 17.19% at June 30, ~~2004. The decrease in loans originated for resale is due to the decline in the volume of mortgages originated during the nine months ended March 31,~~ 2005.

~~Premises~~At ~~and~~December 31, ~~equipment~~2005, ~~net~~the ~~were~~Company’s ~~$53,722,000~~leverage atratio ~~March~~was 316.75%, ~~2005,~~Tier 1 anrisk-based ~~increase of~~capital ~~$5,832,000~~ratio orwas 128.1804%, ~~from~~and ~~June~~total ~~30,~~risk-based ~~2004~~capital ratio was 12.34%, ~~The~~compared ~~increase~~to isminimum arequired ~~result~~levels of ~~internal~~4% ~~growth~~for leverage and ~~acquisitions.~~Tier ~~Premises~~1 ~~and~~risk-based ~~equipment,~~capital ~~net~~ratios ~~acquired~~and ~~from~~8% ~~Oak~~for ~~Bancorporation~~total ~~were~~risk-based $1capital ratio,~~444,000~~ ~~and~~subject ~~six~~to dechange ~~novo~~at ~~branches~~the discretion ~~were~~of ~~opened~~regulatory ~~during~~authorities ~~the~~to ~~nine~~impose ~~months~~higher ~~ended March~~standards in individual cases. At December 31, 2005, the Company had net risk-weighted assets of $2,281,859,000.

Mortgage servicing rights, net, were $16,097,000 at March 31, 2005, an increase of $1,540,000 or 10.58%, from June 30, 2004. Mortgage servicing rights increased due to purchases of $3,580,000, less valuation adjustments and amortization expense of $2,040,000 recognized during the nine months ended March 31, 2005.

The allowance for loan losses increased by $2,768,000 to $25,411,000 at March 31, 2005 from $22,643,000 at June 30, 2004. The increase primarily resulted from the acquisition of $2,026,000 in allowance for loan losses from Oak Bancorporation. The allowance represented 1.23% and 1.22% of loans, net of unearned fees as of March 31, 2005 and June 30, 2004.

For the nine months ended March 31, 2005, Great Western’s annualized return on average assets (“ROA”) was 1.16%, compared to 1.13% for the nine months ended March 31, 2004. Return on average stockholders’ equity (“ROE”) for the nine months ended March 31, 2005 and 2004 was 19.74% and 18.98% (as revised to be comparable to current year calculations), respectively. The increases in ROA and ROE are due to an 18.60% increase in net income for the nine months ending March 31, 2005 compared to a 15.73% increase in average assets and a 14.03% increase in average equity from the same period a year ago.

Cash and cash equivalents, certificates of deposit and securities available for sale totaled $473,859,000 or 17.69% of total assets at March 31, 2005, compared to $441,356,000 or 18.16% at June 30, 2004.

At March 31, 2005, the Company’s leverage ratio was 5.86%, Tier 1 risk-based capital ratio was 6.92%, and total risk-based capital ratio was 11.26%, 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 March 31, 2005, the Company had net risk-weighted assets of $2,192,510,000.

RESULTS OF OPERATIONS

Comparison of the Three Months Ended ~~March~~ December 31, 2005 and ~~March~~ December 31, 2004.

Net Interest Income

Total interest income for the three months ended ~~March~~ December 31, 2005 was $3642,~~632~~633,000, a 19.1204% increase from $3035,~~753~~815,000 for the three months ended ~~March~~ December 31, 2004. The increase was primarily due to an increase of $5,~~361~~989,000 in interest earned on loans. ~~and~~See anthe ~~increase~~volume ofvs. ~~$471~~rate table,~~000~~ inwhich ~~interest~~follows, ~~earned on taxable securities. The primary cause~~ for ~~these~~a ~~increases~~detailed isanalysis of the increase in ~~average~~total interest~~-earning assets from internal growth and acquisitions~~ income. Average interest-earning assets were $2,~~444~~580,~~059~~206,000 for the three months ended ~~March~~ December 31, 2005, an increase of $~~324~~183,~~695~~368,000 or 15 7.3265% from $2,~~119~~396,~~364~~838,000 (as revised to be comparable to current year calculations) for the three months ended ~~March~~ December 31, 2004.

Total interest expense for the three months ended ~~March~~ December 31, 2005 was $1217,~~619~~543,000, a 2247.0440% increase from $1011,~~340~~902,000 for the three months ended ~~March~~ December 31, 2004. The increase is primarily due to a $14,~~835~~395,000 increase in interest expense on deposits. ~~and~~See the volume vs. rate table, which follows, for a detailed analysis of the increase in total interest expense. Average interest-bearing liabilities were $~~245~~2,294,671,000 for the three months ended December 31, 2005, an increase of $164,935,000 or 7.74% from $2,129,736,000 (as revised to be comparable to current year calculations) for the three months ended December 31, 2004.

Net interest income was $25,090,000 for the three months ended December 31, 2005, compared to $23,913,000 for the same period in 2004, an increase of 4.92%. Great Western’s net interest margin decreased to 3.89% for the three months ended December 31, 2005 from 3.99% for the three months ended December 31, 2004.

The following table presents the average balances of Great Western for the three months ended December 31, 2005 and December 31, 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.

increase in interest expense on FHLB advances and other borrowings. The primary cause for these increases is the increase in average interest-bearing liabilities from internal growth and acquisitions. Average interest-bearing liabilities were $2,202,769,000 for the three months ended March 31, 2005, an increase of $286,048,000 or 14.92% from $1,916,721,000 for the three months ended March 31, 2004.


	Three Months Ended
	December 31, 2005							December 31, 2004
	Average Balance			Interest		Yield/ Rate		Average Balance			Interest		Yield/ Rate
	(dollars in thousands)
Interest-earning assets:
Loans, net of unearned fees	$	2,105,216		$	37,915	7.20	%	$	1,965,785		$	31,926	6.50	%
Investment securities:
Taxable		395,590			3,917	3.96	%		367,701			3,368	3.66	%
Tax exempt		39,801			600	6.03	%		39,988			589	5.89	%
Federal funds sold and other		36,968			359	3.88	%		20,733			95	1.83	%
Trust common securities		2,631			52	7.91	%		2,631			43	6.54	%

Total interest-earning assets	$	2,580,206		$	42,843	6.64	%	$	2,396,838		$	36,021	6.01	%

Interest-bearing liabilities:
Demand, savings, and money market	$	759,667		$	2,596	1.37	%	$	784,368		$	1,663	0.85	%
Time deposits		1,162,122			10,229	3.52	%		980,618			6,767	2.76	%

Total interest-bearing deposits		1,921,789			12,825	2.67	%		1,764,986			8,430	1.91	%
FHLB borrowings, federal funds purchased, and repos		238,671			2,077	3.48	%		240,251			1,500	2.50	%
Notes payable		46,580			906	7.78	%		36,868			541	5.87	%
Subordinated debentures		87,631			1,735	7.92	%		87,631			1,431	6.53	%

Total interest bearing liabilities	$	2,294,671		$	17,543	3.06	%	$	2,129,736		$	11,902	2.24	%

Net Interest Income (TE basis)				$	25,300						$	24,119
Interest rate spread						3.58	%						3.77	%
Net interest margin (TE basis)						3.92	%						4.03	%
Ratio of average interest-bearing liabilities to average interest-earning assets		88.93	%						88.86	%

~~Net~~The ~~interest~~following ~~income was~~table ~~$24,013,000~~presents ~~for~~ the ~~three~~changes ~~months~~in ~~ended~~the ~~March~~components ~~31,~~of ~~2005,~~net ~~compared~~interest toincome ~~$20,413,000~~and ~~for~~identifies the ~~same~~portion ~~period~~of ineach ~~2004,~~change andue ~~increase~~to ofdifferences ~~17.64%.~~in ~~Great~~the ~~Western’s~~average ~~net~~volume of interest-earning ~~margin~~assets ~~increased~~and tointerest-bearing ~~3.93%~~liabilities ~~for~~and the ~~three~~portion ~~months~~of ~~ended~~each ~~March~~change ~~31,~~due ~~2005~~to ~~from 3.85% for~~ the average ~~three~~rate ~~months~~on ~~ended~~those ~~March~~assets ~~31,~~and ~~2004~~liabilities. The ~~increase~~changes in ~~the net~~ interest ~~margin~~due ~~was~~to ~~caused~~both byvolume aand ~~larger~~rate ~~increase~~changes in ~~interest~~the ~~income~~table ~~when~~have ~~compared~~been allocated in proportion to the ~~increase~~absolute dollar amounts of the change in ~~interest~~each. ~~expense~~The table is presented on a tax-equivalent basis, assuming a 35% tax rate.


	Three Months Ended December 31, 2005 vs. December 31, 2004 Increase (Decrease) Due to
	Volume			Rate			Total
	(dollars in thousands)
Interest-earning assets:
Loans, net of unearned fees	$	2,362		$	3,627		$	5,989
Investment securities:
Taxable		266			283			549
Tax exempt		(16	)		27			11
Federal funds sold and other		109			155			264
Trust common securities		—			9			9

Total interest income		2,721			4,101			6,822

Interest-bearing liabilities
Demand, savings, and money market	$	(354	)	$	1,287		$	933
Time deposits		1,391			2,071			3,462

Total interest-bearing deposits		1,037			3,358			4,395
FHLB borrowings, federal funds purchased, and repos		(67	)		644			577
Notes payable		163			202			365
Subordinated debentures		—			304			304

Total interest expense		1,133			4,508			5,641

Increase (decrease) in net interest income	$	1,588		$	(407	)	$	1,181

Provision for Loan Losses

The provision for loan losses for the three months ended ~~March~~ December 31, 2005 was $1,~~175~~575,000, compared to $~~869~~1,236,000 for the three months ended ~~March~~ December 31, 2004. The increase was due to an increase in estimated loan losses for the current period ~~and the growth in loans~~.

Noninterest Income

Noninterest income for the three months ended ~~March~~ December 31, 2005 was $87,~~141~~672,000, an increase of $~~701~~18,000 or ~~9.42%~~less than 1% over the same period last fiscal year. The increase ~~resulted~~ primarily resulted from athe increase of $~~795~~898,000 ~~increase~~ in ~~services charges and other fees. The increase in~~ service charges and other fees, isthe a$54,000 ~~function~~increase ofin ~~the~~Trust ~~increased~~department ~~number~~income, and ~~type~~the ofincrease ~~deposit~~in ~~accounts~~other ~~that~~noninterest ~~resulted~~income ~~from~~of ~~acquisitions~~$51,000, ~~internal~~offset by ~~growth~~the $1,043,000 ~~and~~decrease dein ~~novo~~loan ~~branch~~servicing ~~expansion~~fees.

The decrease in 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 $5,261,000 during the three months ended December 31, 2005 from $4,363,000 during the three months ended December 31, 2004. The $898,000 or 20.58% 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, an increase in the overdraft and non-sufficient funds fee structure, and the increased promotion of certain demand deposit products.

Noninterest Expense

Noninterest expense for the three months ended ~~March~~ December 31, 2005 was $1918,~~231~~855,000, an increase of $2475,~~478,~~000 or 142.7958% over the same period last fiscal year. The increase resulted primarily from a $1479,~~370,~~000 increase in salaries and employee benefits expense, a $~~272~~199,000 increase in occupancy expense, and a $~~307~~405,000 increase in advertising expense. The increase in noninterest expense was partially offset by the $669,000 decrease in the amortization and valuation adjustments of mortgage servicing rights.

Salaries and employee benefits expense increased by $1479,~~370,~~000 or 15 4.4493%, to $10,~~245~~190,000 for the three months ended ~~March~~ December 31, 2005 from $89,~~875~~711,000 for the three months ended ~~March~~ December 31, 2004. Contributing to ~~this~~the increase isin salaries and employee benefit expense was the increase in ~~staffing~~the ~~levels~~number of full time employees, annual merit increases, and the increase in the cost of health insurance benefits. The number of full time employees increased as a result of acquisitions and ~~expansion through~~ de novo ~~branches~~ branch expansion.

Occupancy expense increased by $~~272~~199,000 or 2415.0168%, to $1,~~405~~468,000 for the three months ended ~~March~~ December 31, 2005 from $1,~~133~~269,000 for the three months ended ~~March~~ December 31, 2004. The increase is a result of ~~acquisitions~~the ~~and~~increased ~~expansion~~number ~~through~~of debanking ~~novo~~locations. ~~branches~~The number of banking locations was 85 at December 31, 2005 and 80 at December 31, 2004.

Advertising expense increased by $~~307~~405,000 or 2936.7823% to $1,~~338~~523,000 for the three months ended ~~March~~ December 31, 2005 from $1,~~031~~118,000 for the three months ended ~~March~~ December 31, 2004. The increase is due to ~~promotion~~demand ofdeposit ~~new~~advertising ~~branches~~campaigns ~~and~~conducted ~~new~~during ~~products~~the three months ended December 31, 2005.

The $669,000 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 ~~March~~ December 31, 2005 and ~~March~~ December 31, 2004 were $4,~~036~~443,000 and $34,~~697~~238,000. The increase is due to a 143.8218% or $1381,~~517,~~000 increase in pretax ~~net~~ income, ~~offset~~and byan aincrease ~~decrease~~ in the effective tax rate. The effective tax rates for the three months ended ~~March~~ December 31, 2005 and ~~March~~ December 31, 2004, were ~~34.~~36.03% and 3635.1446%, respectively. The effective income tax rate ~~rates~~is ~~are~~higher ~~lower~~ for the 2005 period compared to the 2004 period due to ~~higher~~a ~~levels~~change ofin ~~tax-exempt~~permanent ~~interest~~taxable ~~income and tax credits~~differences.

~~Comparison~~13 ~~of the Nine Months Ended March 31, 2005 and March 31, 2004.~~

Comparison of the Six Months Ended December 31, 2005 and December 31, 2004.

Net Interest Income

Total interest income for the ~~nine~~six months ended ~~March~~ December 31, 2005 was $~~105~~83,~~930~~472,000, a 1620.0945% increase from $9169,~~245~~298,000 for the ~~nine~~six months ended ~~March~~ December 31, 2004. The increase was primarily due to an increase of $12,~~807~~938,000 in interest earned on loans. ~~and~~See the volume vs. rate table, which follows, for a detailed analysis of the increase in total interest income. Average interest-earning assets were $2,551,562,000 for the six months ended December 31, 2005, an increase of $1215,~~802~~207,000 inor ~~interest~~9.21% ~~earned~~from on$2,336,355,000 ~~taxable~~(as ~~securities.~~revised ~~The~~to ~~primary~~be ~~cause~~comparable to current year calculations) for ~~these~~the ~~increases~~six months ended December 31, 2004.

12Total interest expense for the six months ended December 31, 2005 was $33,339,000, a 44.50% increase from $23,072,000 for the six months ended December 31, 2004. The increase is primarily due to a $8,012,000 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 $2,273,800,000 for the six months ended December 31, 2005, an increase of $192,815,000 or 9.27% from $2,080,985,000 (as revised to be comparable to current year calculations) for the six months ended December 31, 2004.

Net interest income was $50,133,000 for the six months ended December 31, 2005, compared to $46,226,000 for the same period in 2004, an increase of 8.45%. Great Western’s net interest margin decreased to 3.93% for the six months ended December 31, 2005 from 3.96% for the six months ended December 31, 2004.

The following table presents the average balances of Great Western for the six months ended December 31, 2005 and December 31, 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.

is the increase in average interest-earning assets from internal growth and acquisitions. Average interest-earning assets were $2,370,339,000 for the nine months ended March 31, 2005, an increase of $320,533,000 or 15.64% from $2,049,806,000 for the nine months ended March 31, 2004.


	Six Months Ended
	December 31, 2005							December 31, 2004
	Average Balance			Interest		Yield/ Rate		Average Balance			Interest		Yield/ Rate
	(dollars in thousands)
Interest-earning assets:
Loans, net of unearned fees	$	2,105,594		$	74,840	7.11	%	$	1,923,154		$	61,902	6.44	%
Investment securities:
Taxable		375,114			7,218	3.85	%		350,774			6,385	3.64	%
Tax exempt		40,428			1,215	6.01	%		39,463			1,177	5.96	%
Federal funds sold and other		27,795			522	3.76	%		20,176			154	1.53	%
Trust common securities		2,631			102	7.75	%		2,788			92	6.60	%

Total interest-earning assets	$	2,551,562		$	83,897	6.58	%	$	2,336,355		$	69,710	5.97	%

Interest-bearing liabilities:
Demand, savings, and money market	$	761,861		$	4,892	1.28	%	$	762,066		$	2,786	0.73	%
Time deposits		1,131,391			19,210	3.40	%		955,738			13,304	2.78	%

Total interest-bearing deposits		1,893,252			24,102	2.55	%		1,717,804			16,090	1.87	%
FHLB borrowings, federal funds purchased, and repos		246,307			4,084	3.32	%		233,509			2,870	2.46	%
Notes payable		46,610			1,756	7.53	%		36,784			1,034	5.62	%
Subordinated debentures		87,631			3,397	7.75	%		92,888			3,078	6.63	%

Total interest bearing liabilities	$	2,273,800		$	33,339	2.93	%	$	2,080,985		$	23,072	2.22	%

Net Interest Income (TE basis)				$	50,558						$	46,638
Interest rate spread						3.65	%						3.75	%
Net interest margin (TE basis)						3.96	%						3.99	%
Ratio of average interest-bearing liabilities to average interest-earning assets		89.11	%						89.07	%

~~Total~~The ~~interest~~following ~~expense~~table presents ~~for~~ the ~~nine~~changes ~~months~~in ~~ended~~the ~~March~~components ~~31,~~of ~~2005~~net ~~was~~interest ~~$35,691,000,~~income aand ~~14.30%~~identifies ~~increase from $31,225,000 for~~ the ~~nine~~ ~~months~~portion ~~ended~~of ~~March~~each ~~31,~~change ~~2004.~~due ~~The~~to ~~increase~~differences isin ~~due~~the toaverage avolume ~~$3,146,000~~of ~~increase~~interest-earning inassets and interest-bearing ~~expense~~liabilities onand ~~deposits~~the ~~and~~portion aof ~~$445,000~~each ~~increase~~change indue ~~interest~~to ~~expense~~the average rate on ~~FHLB~~those ~~advances~~assets and ~~other borrowings~~liabilities. The ~~primary~~changes ~~cause for these increases is the increase~~ in ~~average~~ interest~~-bearing~~ ~~liabilities~~due ~~from~~to ~~internal~~both ~~growth~~volume and ~~acquisitions.~~rate ~~Average~~changes ~~interest-bearing~~in ~~liabilities~~the ~~were~~table ~~$2,136,752,000~~have ~~for~~been ~~the~~allocated ~~nine~~in ~~months~~proportion ~~ended~~to ~~March~~the ~~31,~~absolute ~~2005,~~dollar anamounts ~~increase~~ of ~~$313,953,000~~the orchange 17in each.~~22%~~ ~~from~~The ~~$1,822,799,000~~table ~~for~~is ~~the~~presented ~~nine~~on a tax-equivalent ~~months~~basis, ~~ended~~assuming ~~March~~a ~~31,~~35% ~~2004~~tax rate.

Net interest income was $70,239,000 for the nine months ended March 31, 2005, compared to $60,020,000 for the same period in 2004, an increase of 17.03%. Great Western’s net interest margin increased to 3.95% for the nine months ended March 31, 2004 from 3.90% for the nine months ended March 31, 2004. The increase in the net interest margin was caused by a larger increase in interest income when compared to the increase in interest expense.


	Six Months Ended December 31, 2005 vs. December 31, 2004 Increase (Decrease) Due to
	Volume			Rate			Total
	(dollars in thousands)
Interest-earning assets:
Loans, net of unearned fees	$	6,164		$	6,774		$	12,938
Investment securities:
Taxable		457			376			833
Tax exempt		29			9			38
Federal funds sold and other		75			293			368
Trust common securities		(13	)		23			10

Total interest income		6,712			7,475			14,187

Interest-bearing liabilities
Demand, savings, and money market	$	(1	)	$	2,107		$	2,106
Time deposits		2,690			3,216			5,906

Total interest-bearing deposits		2,689			5,323			8,012
FHLB borrowings, federal funds purchased, and repos		165			1,049			1,214
Notes payable		317			405			722
Subordinated debentures		(443	)		762			319

Total interest expense		2,728			7,539			10,267

Increase (decrease) in net interest income	$	3,984		$	(64	)	$	3,920

Provision for Loan Losses

The provision for loan losses for the ~~nine~~six months ended ~~March~~ December 31, 2005, was $32,~~267~~830,000, compared to $32,~~156~~092,000 for the ~~nine~~six months ended ~~March~~ December 31, 2004. The increase was due to an increase in estimated loan losses for the current period ~~and the growth in loans~~.

Noninterest Income

Noninterest income for the ~~nine~~six months ended ~~March~~ December 31, 2005 was $2314,~~320~~851,000, a decrease of $~~281~~328,000 or 12.1916% over the same period last fiscal year. The decrease ~~resulted~~ primarily resulted from athe $1,~~823~~219,000 ~~decrease~~loss ~~in gain~~ on the sale of ~~loans~~mortgage servicing rights and a the $1,~~319~~808,000 decrease in ~~gain~~loan onservicing ~~the sale of securities~~fees, offset by athe increase of $21,~~459~~820,000 ~~increase~~ in service charges and other fees and the $637,000 increase in other noninterest income.

The ~~decrease~~loss ~~in the gain~~ on the sale of ~~loans~~mortgage isservicing arights ~~result~~and of the decrease inof ~~loans~~the ~~originated~~loan ~~for~~servicing ~~resale.~~fees ~~Loans~~is ~~originated~~a ~~for~~result ~~resale~~of ~~during~~ the ~~nine months~~sale ~~ended~~of ~~March~~the ~~31,~~mortgage ~~2005,~~servicing ~~were~~rights ~~$159,153,000,~~as ~~compared~~discussed toin ~~$237,936,000~~Note ~~during~~5 of the ~~nine~~financial ~~months ended March 31, 2004~~statements.

Service charges and other fees increased byto $210,~~459~~536,000 orduring ~~22.89%~~the six months ended December 21, to2005 from $138,~~201~~716,000 ~~for~~during the ~~nine~~six months ended ~~March~~ December 31, ~~2005~~2004. ~~from~~The $101,~~742~~820,000 ~~for~~or 20.88% increase is a result of the ~~nine months~~increase ~~ended~~in ~~March~~overdraft ~~31,~~and ~~2004~~non-sufficient fund charges. The increase in ~~service~~overdraft ~~charges~~ and ~~other~~non-sufficient fund ~~fees~~charges is aprimarily ~~function~~due ofto the increased number ~~and type~~ of demand deposit accounts, ~~that~~an ~~resulted~~increase ~~from~~in ~~acquisitions,~~overdraft ~~internal~~and ~~growth~~non-sufficient funds fee structure, and dethe ~~novo~~increased ~~branch~~promotion ~~expansion~~of certain demand deposit products.

Other noninterest income increased to $2,024,000 during the six months ended December 31, 2005 from $1,387,000 during the six months ended December 31, 2004. The increase of $637,000 or 45.93% is primarily the result of a $338,000 increase in the gain on sale of other real estate owned and a $161,000 increase in the insurance and other commission income.

Noninterest Expense

Noninterest expense for the ~~nine~~six months ended ~~March~~ December 31, 2005 was $5537,~~296~~698,000, an increase of $41,~~986~~633,000 or 94.9153% ~~for the current fiscal period when~~ compared to the same fiscal period one year ago. The increase ~~resulted~~ primarily resulted from a $21,~~971~~264,000 increase in salaries and employee benefits expense, a $~~571~~506,000 increase in occupancy expense, a $~~466~~214,000 increase in data processing expense, and a $~~422~~550,000 increase in advertising expense. The increase in noninterest expense was partially offset by the $1,102,000 decrease in the amortization and valuation adjustments of mortgage servicing rights.

Salaries and employee benefits expense increased by $21,~~971~~264,000 or 116.2561%, to $2920,~~375~~394,000 for the ~~nine~~six months ended ~~March~~ December 31, 2005 from $2619,~~404~~130,000 for the ~~nine~~six months ended ~~March~~ December 31, 2004. Contributing to ~~this~~the increase isin salaries and employee benefit expense was the increase in ~~staffing~~ ~~levels~~the number of full time employees, annual merit increases, and the increase in the cost of health insurance benefits. The number of full time employees increased as a result of acquisitions and ~~expansion through~~ de novo ~~branches~~branch expansion.

Occupancy expense increased by $~~571~~506,000 or 1720.3965% , to $32,~~854~~956,000 for the ~~nine~~six months ended ~~March~~ December 31, 2005 from $32,~~283~~450,000 for the ~~nine~~six months ended ~~March~~ December 31, 2004. The increase is a result of ~~acquisitions~~the ~~and~~increased number of banking locations. The number of banking locations was 85 at ~~expansion~~December 31, ~~through~~2005 deand ~~novo~~80 ~~branches~~at December 31, 2004.

Data processing ~~expenses~~ expense increased by $~~466~~214,000 or 1710.0916% to $32,~~192~~320,000 for the ~~nine~~six months ended ~~March~~ December 31, 2005 from $2,~~726~~106,000 for the ~~nine~~six months ended ~~March~~ December 31, 2004. The increase isin data processing costs was a result of ~~acquisitions~~the increased number of banking locations and ~~expansion~~the ~~through~~dollar devolume ~~novo~~of ~~branches~~loan and deposit accounts maintained on Great Western’s core banking applications.

13Advertising expense increased by $550,000 or 25.42% to $2,714,000 for the six months ended December 31, 2005 from $2,164,000 for the six months ended December 31, 2004. The increase is due to demand deposit and certificate of deposit advertising campaigns conducted during the six months ended December 31, 2005.

The $1,102,000 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.

Advertising expense increased by $422,000 or 13.70% to $3,502,000 for the nine months ended March 31, 2005 from $3,080,000 for the nine months ended March 31, 2004. The increase is due to promotion of new branches and new products.

Income Taxes

Income taxes for the ~~nine~~six months ended ~~March~~ December 31, 2005 and ~~March~~ December 31, 2004 were $128,~~251~~888,000 and $108,~~958~~215,000. The increase is due to a 165.0520% or $41,~~841~~208,000 increase in pretax net income, ~~offset~~and byan aincrease ~~decrease~~ in the effective tax rate. The effective tax rates for the periods were 3536.013% and 3635.343%. The effective tax rates are ~~lower~~higher for the 2005 period compared to the 2004 period due to ~~higher~~a ~~levels~~change ~~of tax-exempt~~in ~~interest~~permanent ~~income~~taxable ~~and tax credits~~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 ~~nine~~six months ended ~~March~~ December 31, 2005.

ITEM 4: CONTROLS AND PROCEDURES

~~Great~~Based ~~Western’s~~upon ~~principal executive officer and principal financial officer have concluded, based on~~ their evaluation as of the ~~end~~effectiveness of ~~the period covered by this report, that~~ Great Western’s disclosure controls and procedures (as defined in Exchange Act ~~Rule~~rules 13a-1415(ce) ~~are~~and ~~effective~~15d-15(e)), toDeryl ~~ensure~~F. ~~that~~Hamann, ~~information~~Chairman ~~required~~of ~~to be disclosed by Great Western in~~ the ~~reports it files under the Securities Exchange Act of 1934~~Board, asChief ~~amended,~~Executive ~~is recorded~~Officer, ~~processed, summarized~~ and ~~reported~~ ~~within~~James ~~the~~R. ~~time~~Clark, ~~periods~~Chief ~~specified~~Financial inOfficer, ~~the~~believe ~~rules and forms of the Securities and Exchange Commission and~~ that ~~such information is accumulated and communicated to~~ Great Western’s ~~management,~~disclosure ~~including~~controls ~~its~~and ~~principal~~procedures ~~executive~~were ~~officer~~effective ~~and~~as ~~principal financial~~of ~~officer~~December 31, ~~as appropriate, to allow timely decisions regarding required disclosure~~2005.

There ~~have~~were ~~been~~ no significant changes in Great Western’s internal controls or in other factors that could significantly affect these controls subsequent to December 31, 2005 through the date of ~~the~~this ~~evaluation~~quarterly ~~referred~~report on Form 10-Q, including any corrective actions with regard to ~~above~~significant deficiencies and material weaknesses.

1417

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:~~	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. (1)
31.1	-	Chief Executive Officer’s Certification Pursuant to Rule 13a – 14(a) 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. (1)
31.2	-	Chief Financial Officer’s Certification Pursuant to Rule 13a – 14(a) 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.
32.1	-	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.
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.
(b).	Reports on Form 8-K:
	The Company filed a current report on Form 8-K (Item 1.01) on January 31, 2005, and reported the Amendment to the Phantom Stock Long Term Incentive Plans with Daniel J. Brabec, Jeffory A. Erickson, and Daniel A. Hamann. The Amendments were deemed necessary or appropriate to comply with applicable requirements of Section 409A of the Internal Revenue Code and the regulations thereunder to assure that the benefits provided by the Agreements are not includable in the Employees’ gross income before being paid pursuant to their Agreements.
	The Company filed a current report on Form 8-K (Item 1.01) on January 31, 2005, and reported the Amendment to the Bonus Plans with Daniel J. Brabec and Jeffory A. Erickson. The Amendments were deemed necessary or appropriate to comply with applicable requirements of Section 409A of the Internal Revenue Code and the regulations thereunder to assure that the benefits provided by the Agreements are not includable in the Employees’ gross income before being paid pursuant to their Agreements.
	The Company filed a current report on Form 8-K (Item 8.01) on February 4, 2005, and reported the redemption, at par, 100,000 shares of Floating Rate, Series 3, Non-voting, Non-cumulative, Perpetual Preferred Stock.

1518

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: May 2, 2005	By:	/s/ Deryl F. Hamann
Date: January 31, 2006	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: May 2, 2005	By:	/s/ James R. Clark
		James R. Clark, CFO, Secretary and Treasurer
		(Principal Financial Officer)

16(Authorized officer and principal financial officer of the registrant)


Date: January 31, 2006	By:	/s/ James R. Clark
		James R. Clark, CFO, Secretary
		and Treasurer
		(Principal Financial Officer)

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Filing Compare · GREAT WESTERN BANCORPORATION INC