Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

As of April 30,July 31, 2006, 22,190,19521,648,596 shares of common stock ($1.50 par value) were outstanding.

     The accompanying unaudited consolidated financial statements of Viad Corp (“Viad” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended March 31,June 30, 2006 are not necessarily indicative of the results that may be expected for the year ending December 31, 2006. Certain prior period amounts have been reclassified to conform to the current period presentation.

     For further information, refer to the consolidated financial statements and related footnotes for the year ended December 31, 2005, included in the Company’s Form 10-K (File No. 001-11015), filed with the Securities and Exchange Commission (“SEC”) on March 1, 2006.

     The consolidated financial statements include the accounts of Viad and all of its subsidiaries. All significant intercompany account balances and transactions between Viad and its subsidiaries have been eliminated in consolidation. Viad’s reporting segments consist of: GES Exposition Services, Inc. (“GES”), Exhibitgroup/Giltspur (“Exhibitgroup”) and Travel and Recreation Services.

     Viad grants share-based compensation awards pursuant to the Viad Corp Omnibus Incentive Plan (the “Omnibus Plan”), which was adopted by Viad’s stockholders in 1997. The Omnibus Plan provides for the following types of awards to officers, directors and certain key employees: (a) incentive and non-qualified stock options; (b) restricted stock; (c) performance-based awards; and (d) stock appreciation rights. The number of shares of common stock available for grant under the Omnibus Plan in each calendar year is limited to two percent of the total number of shares of common stock outstanding as of the first day of each year, provided that any shares available for grant in a particular year which are not, in fact, granted in that year will be added to the shares available for grant in any subsequent year. Viad issues shares related to its share-based compensation awards from its Employee Equity Trust and from shares held in treasury. Viad has the authority to repurchase common stock for the purpose of replacing common stockshares issued upon exercise of stock options and in connection with other stock compensation plans. There were no repurchases of common stock under this program during the threesix months ended March 31,June 30, 2006 or 2005.

     In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004), “Share-Based Payment,” which requires that compensation cost related to all share-based payment arrangements, including employee stock options, be recognized in the financial statements based on the fair value method of accounting. In addition, SFAS No. 123(R) requires that excess tax benefits related to share-based payment arrangements be classified as cash inflows from financing activities and cash outflows from operating activities. SFAS No. 123(R) is a revision of SFAS No. 123, “Accounting for Stock-Based Compensation,” and supercedes Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations.

     As originally permitted by SFAS No. 123, Viad had previously elected to apply the guidance in APB Opinion No. 25, which allowed companies to use the intrinsic value method of accounting to measure the value of share-based payment transactions with employees. Based on this method, Viad had not previously recognized the compensation cost related to employee stock options in the consolidated financial statements as the stock options granted had an exercise price equal to the fair market value of the underlying common stock on the date of grant. Effective January 1, 2006, Viad adopted the provisions of SFAS No. 123(R) using the modified prospective application method. Accordingly, prior period amounts have not been restated. Under the modified prospective application method, the compensation cost related to the unvested portion of all awards (including stock options) granted prior to the adoption of SFAS No. 123(R), and all new awards are recognized in the consolidated financial statements over the requisite service period based on the fair value of the awards.

     During the three months ended March 31, 2006 and 2005, the totalTotal share-based compensation expense recognized in the consolidated financial statements during the three months ended June 30, 2006 and 2005, was $2.0$2.1 million and $2.1$1.8 million, respectively, and $4.1 million and $3.9 million, during the six months ended June 30, 2006 and 2005, respectively. Furthermore, the total tax benefits related to such costs were $772,000$798,000 and $823,000,$699,000 for the three months ended June 30, 2006 and 2005, respectively, and $1.6 million and $1.5 million for the six months ended June 30, 2006 and 2005, respectively. There were noNo share-based compensation costs which were capitalized.capitalized during the six months ended June 30, 2006 or 2005.

     During the three and six months ended March 31,June 30, 2006, the adoption of SFAS No. 123(R) resulted in incremental share-based compensation expense (and a reduction of income before income taxes) of $443,000. Furthermore,$93,000 and $536,000, respectively. As a result of this incremental expense, net income was reduced by $326,000,$74,000 and both diluted$400,000, respectively. Diluted and basic income per share were each reduced by $0.01$0.02 per share.share for the six months ended June 30, 2006. Also in connection with the adoption of SFAS No. 123(R), Viad presented $2.1$3.2 million of excess tax benefits from share-based compensation arrangements as a cash outflow from operating activities and a cash inflow from financing activities during the threesix months ended March 31,June 30, 2006.

     As noted above, prior to the adoption of SFAS No. 123(R), Viad used the intrinsic value method of accounting prescribed by APB Opinion No. 25. Assuming Viad had recognized compensation cost during the three and six months ended March 31,June 30, 2005 related to all share-based compensation awards (including stock options) in accordance with the fair value method of accounting under SFAS No. 123, net income and diluted and basic income per share would have been as presented below. Compensation cost calculated under SFAS No. 123 is recognized over the vesting period and is net of estimated forfeitures and tax effects. The forfeiture rate assumption is based on the Company’s historical average forfeiture rate.

related guidance. Although not considered probable, the cash settlement contingency is deemed to be outside the control of Viad. Accordingly, Viad’s stock options are subject to the provisions of SEC Accounting Series Release No. 268, “Presentation in Financial Statements of Redeemable Preferred Stocks” and Emerging Issues Task Force Issue No. D-98, “Classification and Measurement of Redeemable Securities.” This guidance generally specifies that when the redemption of instruments (within its scope) is outside the control of the issuer, certain amounts should be classified outside of permanent equity on the balance sheet. As of March 31,June 30, 2006, Viad has not recorded any amounts related to stock options outside of permanent equity as there was no intrinsic value (in-the-money redemption amount) related to Viad’s stock options on the date of grant. As noted above, the exercise price of Viad’s stock option grants is based on the fair market value of the underlying common stock on the date of grant.

     The following table summarizes stock option activity during the threesix months ended March 31,June 30, 2006:

     During the threesix months ended March 31,June 30, 2006 and 2005, Viad also granted performance-based restricted stock (“PBRS”) awards of 58,200 and 81,800 shares, respectively, at weighted-average grant date fair values (based on the fair market value on the date of grant) of $32.60 and $26.31, respectively. The fair value of PBRS that vested during the threesix months ended March 31,June 30, 2006 and 2005 was $1.2 million and $558,000, respectively. PBRS vests when certain incentive performance targets established in the year of grant are achieved at target levels. PBRS awards are subject to a graded vesting schedule whereby one third of the earned shares vest after the first year, another third after two years and the balance after three years from the date of grant. Share-based compensation expense related to PBRS awards is recognized based on an accelerated multiple-award approach over the requisite service period, which is approximately three years. As of March 31,June 30, 2006, the total unrecognized costs related to non-vested PBRS awards granted was $2.5$2.0 million. Viad expects to recognize such costs in the consolidated financial statements over a weighted-average period of 1.21.0 years.

     Certain performance-driven restricted stock (“PDRS”) awards granted in 2002 and 2001 vested during the threesix months ended March 31,June 30, 2006 and 2005 based on achievement of certain long-term incentive performance targets. The fair value of PDRS that vested during the threesix months ended March 31,June 30, 2006 and 2005 was $313,000 and $1.4 million, respectively.

     There were no share-based compensation awards settled in cash during the three months ended March 31, 2006 or 2005.     Future vesting of restricted stock and PBRS is generally subject to continued employment with Viad or its subsidiaries. Holders of restricted stock and PBRS have the right to receive dividends and vote the shares, but may not sell, assign, transfer, pledge or otherwise encumber the stock, except to the extent restrictions have lapsed. The following table summarizes restricted stock, PBRS and PDRS activity during the threesix months ended March 31,June 30, 2006:

     The components of inventories were as follows:

     A summary of other intangible assets as of December 31, 2005 is presented below:

     Intangible asset amortization expense for the three months ended March 31,June 30, 2006 and 2005 was $69,000 and $58,000,$59,000, respectively, and $138,000 and $117,000 for the six months ended June 30, 2006 and 2005, respectively. The estimated weighted-average amortization period of amortized intangible assets is 2.2as of June 30, 2006 was 2.1 years. Estimated amortization expense related to the otheramortized intangible assets for the remainder of 2006 and succeeding years is expected to be $190,000$132,000 (2006), $298,000$310,000 (2007), $344,000$358,000 (2008) and $171,000$179,000 (2009).

     Other current liabilities consisted of the following:

     As of March 31,June 30, 2006, Viad’s total debt of $17.1$15.6 million consisted of $4.9 million of capital lease obligations $1.3 million of subordinated debentures and a $10.9$10.7 million borrowing under the Company’s $150 million secured revolving credit agreement (the “Credit Facility”) which Viad entered into effectivewas amended June 15, 2006. The Credit Facility amends and restates the Company’s previous $150 million credit agreement dated June 30, 2004.2004 and provides for a $150 million revolving line of credit, which may be increased up to an additional $75 million under certain circumstances. The term of the credit facilityCredit Facility is threefive years (expiring on June 30, 2007)15, 2011) and borrowings are to be used for general corporate purposes (including permitted acquisitions) and to support up to $75 million of letters of credit. The lenders have a first perfected security interest in all of the personal property of Viad and GES, including 65 percent of the capital stock of top-tier foreign subsidiaries.

     Borrowings under the facilityCredit Facility (of which GES is a guarantor) are indexed to the prime rate or the London Interbank Offering Rate, plus appropriate spreads tied to Viad’s leverage ratio. Commitment fees and letters of credit fees are also tied to Viad’s leverage ratio. Financial covenants include a minimum consolidated net worth requirement of not less than $344.6 million plus 50 percent of positive quarterly net income earned in each fiscal quarter beginning with the quarter ended June 30, 2006, a fixed-charge coverage ratio of not less than 1.25 to 1 and a leverage ratio.ratio of not greater than 2.75 to 1. Significant other covenants include limitations on: investments, common stock dividends, stock repurchases, additional indebtedness, sales/leases of assets, acquisitions, consolidations or mergers and liens on property, capital expenditures and operating leases.property. As of March 31,June 30, 2006, Viad was in compliance with all covenants. Effective December 30, 2005, Viad’s credit agreement was amended

     In May 2006, Viad repaid its 10.5 percent subordinated debentures outstanding of $1.3 million pursuant to permit the Company to repurchase its capital stock at market prices in an amount not to exceed $35 million.their scheduled maturity.

     A reconciliation of the numerators and denominators of diluted and basic per share computations for income from continuing operations for the three months ended March 31 is as follows:

     A reconciliation of income tax expense and the amount that would be computed using statutory federal income tax rates for the threesix months ended March 31June 30 is as follows:

     Viad expects to contribute approximately $547,000 to its unfunded pension plans and approximately $600,000 to its other postretirement benefit plans in 2006. Viad is not required to contribute to its funded pension plans in 2006. As of March 31,June 30, 2006, Viad has contributed $135,000$275,000 to its unfunded pension plans and $137,000$340,000 to its other postretirement benefit plans.

     In 2004, Viad recorded restructuring charges of $853,000 primarily related to planned employee reductions as a result of the spin-off of MoneyGram (see Note 15). All amounts related to this reserve had been paid as of March 31, 2005 and thus, during the three months ended March 31, 2005, the remaining liability of $43,000 was reversed. Viad recorded an additional charge of $850,000 in 2004 as a result of the consolidation of certain leased office space at its corporate headquarters. Viad revised this estimated future obligation during 2005 and recorded an additional charge of $358,000. As of March 31,June 30, 2006, $1.0 million$972,000 of the liability remained of which $188,000 was included in the consolidated balance sheets under the caption “Other current liabilities” and $831,000$784,000 under the caption “Other deferred items and insurance liabilities.”

     In 2002, Viad approved a restructuring plan related to Exhibitgroup and recorded a charge totaling $20.5 million. The charge consisted of costs associated with the closure and consolidation of certain facilities, severance and other employee benefits and included a provision for the write-down (net of estimated proceeds) of certain inventories and fixed assets, facility closure and lease termination costs (less estimated sublease income) and other exit costs. During the three months ended March 31, 2005, $247,000June 30, 2006, $24,000 of the reserve was reversed and as certain costs originally anticipated in the restructuring plan were ultimately not expected to be incurred. As of March 31,June 30, 2006, there was a remaining liability of $1.5$1.4 million (comprised solely of future lease payment obligations), of which $322,000$254,000 and $1.2$1.1 million were included in the consolidated balance sheets under the captions “Other current liabilities” and “Other deferred items and insurance liabilities,” respectively. Viad had substantially completed the restructuring activities by December 31, 2003; however, payments due under the long-term lease obligations will continue to be made over the remaining terms of the lease agreements.

     In 2001, Viad approved a plan of restructuring and recorded a charge totaling $65.1 million of which $13.6 million related to GES, $47.9 million related to Exhibitgroup and $3.6 million related to corporate activities. The restructuring charge was associated with the closure and consolidation of certain facilities, severance and other employee benefits. All facilities were closed or consolidated and all positions eliminated as of December 31, 2002. During the six months ended June 30, 2006, $546,000 of the reserve was reversed (of which $18,000 was reversed during the three months ended March 31, 2006, $18,000 of the reserve was reversed.2006). As of March 31,June 30, 2006, a liability remained of $8.7$8.0 million (comprised solely of future lease payment obligations), of which $1.4$1.3 million and $7.3$6.7 million were included in the consolidated balance sheets under the captions “Other

     Viad and certain of its subsidiaries are plaintiffs or defendants to various actions, proceedings and legal matters including claims and counter-claims. Some of the foregoing involve, or may involve, compensatory, punitive or other damages. Litigation is subject to many uncertainties and it is possible that some of the legal actions, proceedings or claims could be decided against Viad. Although the amount of liability as of March 31,June 30, 2006, with respect to certain of these matters is not ascertainable, Viad believes that any resulting liability, after taking into consideration amounts already provided for, including insurance coverage, will not have a material effect on the Company’s financial position or results of operations.

     Included in Viad’s other current liabilities are certainat December 31, 2005 were retained liabilities of approximately $12$11.8 million relating to a previously sold manufacturing operation. In June 2006, Viad reversed these liabilities as a result of the expiration of product warranty liabilities and consequently recorded $7.4 million ($11.8 million pre-tax) in income from discontinued operations asin the Company anticipates that resolution should occur during 2006. To the extent that Viad’s cash payments are greater or less than the amount reserved, the difference would be recorded through discontinuedconsolidated statements of operations. See Note 19.

     Viad is subject to various U.S. federal, state and foreign laws and regulations governing the prevention of pollution and the protection of the environment in the jurisdictions in which Viad has or had operations. If the Company has failed to comply with these environmental laws and regulations, civil and criminal penalties could be imposed and Viad could become subject to regulatory enforcement actions in the form of injunctions and cease and desist orders. As is the case with many companies, Viad also faces exposure to actual or potential claims and lawsuits involving environmental matters relating to its past operations. Although it is a party to certain environmental disputes, Viad believes that any resulting liabilities, after taking into consideration amounts already provided for, including insurance coverage, will not have a material effect on the Company’s financial position or results of operations.

     As of March 31,June 30, 2006, Viad had certain obligations under guarantees to third parties on behalf of its subsidiaries. These guarantees are not subject to liability recognition in the consolidated financial statements and primarily relate to leased facilities and credit or loan arrangements with banks, entered into by Viad’s subsidiary operations. The Company would generally be required to make payments to the respective third parties under these guarantees in the event that the related subsidiary could not meet its own payment obligations. The maximum potential amount of future payments that Viad would be required to make under all guarantees existing as of March 31,June 30, 2006 would be $32.3$31.9 million, of which $31.7$31.3 million related to aggregate guarantees on leased facilities and equipment expiring through January 2015. As of March 31,June 30, 2006, the aggregate guarantees related to credit or loanlease arrangements with banks were $536,000$554,000 which expire concurrent with the credit or loanlease arrangement. There are no recourse provisions that would enable Viad to recover from third parties any payments made under the guarantees. Furthermore, there are no collateral or similar arrangements whereby Viad could recover payments.

     Viad’s Glacier Park, Inc. subsidiary (“Glacier Park”), an 80 percent owned subsidiary, operates the concession portion of its business under a 25-year concession contract with the U.S. National Park Service (the “Park Service”) for Glacier National Park and a 42-year lease with the Canadian Government for Waterton Lakes National Park. Glacier Park’s lease with the Canadian Government expires in 2010, with Glacier Park having an option to renew for two additional terms of 42 years each. The concession contract with the Park Service expires in December 2006 as the Park Service exercised its right to extend the contract that was to expire on December 31, 2005 for a one-year period and, in its sole discretion, may extend Glacier Park’s concession contract for up to two additional years. At the time the Park Service begins the request for proposal process for the Glacier National Park concession contracts, Glacier Park intends to submit a proposal. Contract terms of 10, 15 or 20 years are possible, with a contract of 15 years being the most likely. Were Glacier Park’s contract to expire and a new concessionaire to be selected by the Park Service, Glacier Park’s business would consist of the operations at Waterton Lakes National Park and East Glacier, Montana, which are not part of the Park Service concession contract. In such a circumstance, Glacier Park would be entitled to an amount equal to its “possessory interest,” which generally means the value of the structures acquired or constructed, fixtures installed and improvements made to the concession property at Glacier National Park during the term of the concessions contract, based on the reconstruction cost of a new unit of like kind, less physical depreciation, but not to exceed fair market value. Glacier Park approximated 21 percent of Travel and Recreation Services’ full year 2005 operating income.

received aggregate payments of $158,000$274,000 and $592,000, respectively, from MoneyGram representing operating cost reimbursements pursuant to the Joint Ownership Agreement. Operating costs reimbursed by MoneyGram were recorded as a reduction of expense under the caption “Corporate activities and minority interest” in the consolidated statements of operations. In January 2006, Viad sold its remaining 50 percent interest in its corporate aircraft and certain related equipment to MoneyGram for $10.0 million in cash, resulting in a gain of $1.7 million. In conjunction with this sale, the Joint Ownership Agreement was terminated.

     During the threesix months ended March 31,June 30, 2006, Viad received a $146,000 payment from MoneyGram related to the transfer of certain tax credits pursuant to the Tax Sharing Agreement dated June 30, 2004. Additionally, during the threesix months ended March 31,June 30, 2006 and 2005, Viad received aggregate payments of $164,000$251,000 and $820,000, respectively, related to certain administrative services provided to MoneyGram pursuant to the Interim Services Agreement dated June 30, 2004. Viad also received net payments of $26,000 from MoneyGram related to insurance and employee benefit related costs. As of March 31,June 30, 2006 and December 31, 2005, Viad had amounts receivable from MoneyGram of $45,000$216,000 and $319,000,$207,000, respectively, related to the above activity, which are included in the consolidated balance sheets under the caption “Accounts Receivable.”

     Viad measures profit and performance of its operations on the basis of segment operating income. Intersegment sales are eliminated in consolidation and intersegment transfers are not significant. Corporate activities include expenses not allocated to operations. Depreciation and amortization are the only significant non-cash items for the reportable segments. Disclosures regarding Viad’s three reportable segments with reconciliations to consolidated totals for the three months ended March 31 are as follows: