content: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  
  
                                      FORM 8-K
  
                Current Report Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934
  
                       Date of Report (date of earliest event
                                     reported):
                                  January 17, 1996
  
  
  
  
                                    CONSECO, INC.
  
                               State of Incorporation:
                                       Indiana
  
  
    Commission File Number                            IRS Employer Id. Number
       No. 1-9250                                           No. 35-1468632
  
                       Address of Principal Executive Offices:
                           11825 North Pennsylvania Street
                                Carmel, Indiana 46032
  
                                    Telephone No.
                                   (317) 817-6100
  
  
  
  <PAGE>
  
  
  
  
  
                    CONSECO, INC. AND SUBSIDIARIES
  
  
  
  
  ITEM 5.  OTHER EVENTS.
  
       On January 18, 1996, Conseco,  Inc.  ("Conseco")  announced the offering of
  3.8 million shares of Preferred  Redeemable Increased Dividend Equity Securities
  ("PRIDES") Convertible Preferred Stock at $61.125 per share. Conseco has granted
  the  underwriters  an option to purchase up to an additional  570,000  shares of
  PRIDES to cover over-allotments, if any.
  
       Each share of PRIDES will pay  dividends at the annual rate of 7 percent of
  the stated $61.125  liquidation  preference  per share  (equivalent to an annual
  amount of $4.279 per share),  payable quarterly commencing February 1, 1996. The
  initial  dividend of $.106975  per share for the period from  January 23,  1996,
  through  January 31,  1996,  will be payable to PRIDES  holders of record at the
  close of business  on January 23,  1996.  On  February  1, 2000,  unless  either
  previously  redeemed by Conseco or converted  at the option of the holder,  each
  share of PRIDES will mandatorily convert into one share of Conseco common stock,
  subject to adjustment  in certain  events.  Shares of PRIDES are not  redeemable
  prior to February 1, 1999.  During the period February 1, 1999 through  February
  1, 2000, the Company may redeem any or all of the outstanding  shares of PRIDES.
  Upon such  redemption,  each holder will receive,  in exchange for each share of
  PRIDES, the number of shares of Conseco common stock equal to (A) the sum of (i)
  $62.195,  declining  to $61.125  after  February 1, 1999,  and (ii)  accrued and
  unpaid dividends divided by (B) the market price of Conseco common stock at such
  date, but in no event less than .855 of a share of Conseco common stock.
  
       Proceeds  from  the  offering  of   approximately   $224.6  million  (after
  underwriting  and  other  associated  costs  and  assuming  no  exercise  of the
  over-allotment  option)  will be used to repay  amounts  outstanding  under  the
  Credit Agreement entered into on August 31, 1995.
  
                                          2
  
  <PAGE>
  
  
  
                           CONSECO, INC. AND SUBSIDIARIES
  
  
  
  
  ITEM 7(c).      EXHIBITS.
  
       1.1        Purchase Agreement and Pricing Agreement relating to Preferred 
                  Redeemable Increased Dividend Equity Securities, 7% PRIDES, 
                  Convertible Preferred Stock.
  
       3.(i).3    Articles of Amendment to the Articles of Incorporation of 
                  Conseco, Inc. relating to the PRIDES.
  
       5.2        Opinion of Lawrence W. Inlow with respect to the PRIDES.
  
                                          3
  
  <PAGE>
  
  
                           CONSECO, INC. AND SUBSIDIARIES
  
  
  
  
                                      SIGNATURE
  
       Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
  the  Registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  
  
  
                                                                CONSECO, INC.
  
  
  
  Date: January 19, 1996                          By: /s/ ROLLIN M. DICK
                                                     -------------------
                                                     Rollin M. Dick
                                                     Executive Vice President
                                                       and Chief Financial Officer
  
  
  
  
                                                           4
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metadata_filer: {"company-data": {"conformed-name": "CONSECO INC ET AL", "cik": "0000719241", "assigned-sic": "6311", "irs-number": "351468632", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-09250", "film-number": "96505699"}, "business-address": {"street1": "11825 N PENNSYLVANIA ST", "city": "CARMEL", "state": "IN", "zip": "46032", "phone": "3175736100"}, "mail-address": {"street1": "11825 N PENNSYLVANIA ST", "city": "CARMEL", "state": "IN", "zip": "46032"}, "former-company": {"former-conformed-name": "SECURITY NATIONAL OF INDIANA CORP", "date-changed": "19840207"}}
text: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                Current Report Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934
  
                       Date of Report (date of earliest event
                                     reported):
                                  January 17, 1996
  
                                    CONSECO, INC.
  
                               State of Incorporation:
                                       Indiana
  
    Commission File Number                            IRS Employer Id. Number
       No. 1-9250                                           No. 35-1468632
  
                       Address of Principal Executive Offices:
                           11825 North Pennsylvania Street
                                Carmel, Indiana 46032
  
                                    Telephone No.
                                   (317) 817-6100
  CONSECO, INC. AND SUBSIDIARIES
  
  ITEM 5.  OTHER EVENTS.
  
       On January 18, 1996, Conseco,  Inc.  ("Conseco")  announced the offering of
  3.8 million shares of Preferred  Redeemable Increased Dividend Equity Securities
  ("PRIDES") Convertible Preferred Stock at $61.125 per share. Conseco has granted
  the  underwriters  an option to purchase up to an additional  570,000  shares of
  PRIDES to cover over-allotments, if any.
  
       Each share of PRIDES will pay  dividends at the annual rate of 7 percent of
  the stated $61.125  liquidation  preference  per share  (equivalent to an annual
  amount of $4.279 per share),  payable quarterly commencing February 1, 1996. The
  initial  dividend of $.106975  per share for the period from  January 23,  1996,
  through  January 31,  1996,  will be payable to PRIDES  holders of record at the
  close of business  on January 23,  1996.  On  February  1, 2000,  unless  either
  previously  redeemed by Conseco or converted  at the option of the holder,  each
  share of PRIDES will mandatorily convert into one share of Conseco common stock,
  subject to adjustment  in certain  events.  Shares of PRIDES are not  redeemable
  prior to February 1, 1999.  During the period February 1, 1999 through  February
  1, 2000, the Company may redeem any or all of the outstanding  shares of PRIDES.
  Upon such  redemption,  each holder will receive,  in exchange for each share of
  PRIDES, the number of shares of Conseco common stock equal to (A) the sum of (i)
  $62.195,  declining  to $61.125  after  February 1, 1999,  and (ii)  accrued and
  unpaid dividends divided by (B) the market price of Conseco common stock at such
  date, but in no event less than .855 of a share of Conseco common stock.
  
       Proceeds  from  the  offering  of   approximately   $224.6  million  (after
  underwriting  and  other  associated  costs  and  assuming  no  exercise  of the
  over-allotment  option)  will be used to repay  amounts  outstanding  under  the
  Credit Agreement entered into on August 31, 1995.
  
                                          2
  CONSECO, INC. AND SUBSIDIARIES
  
  ITEM 7(c).      EXHIBITS.
  
       1.1        Purchase Agreement and Pricing Agreement relating to Preferred 
                  Redeemable Increased Dividend Equity Securities, 7% PRIDES, 
                  Convertible Preferred Stock.
  
       3.(i).3    Articles of Amendment to the Articles of Incorporation of 
                  Conseco, Inc. relating to the PRIDES.
  
       5.2        Opinion of Lawrence W. Inlow with respect to the PRIDES.
  
                                          3
  CONSECO, INC. AND SUBSIDIARIES
  
                                      SIGNATURE
  
       Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
  the  Registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                                                CONSECO, INC.
  
  Date: January 19, 1996                          By: /s/ ROLLIN M. DICK
                                                     -------------------
                                                     Rollin M. Dick
                                                     Executive Vice President
                                                       and Chief Financial Officer
  
                                                           4