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: November 27, 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
  
  
  
  S:\ACCTING\SECRPT\CNC8-K96.NOV
  
  
  <PAGE>
  
                          CONSECO, INC. AND SUBSIDIARIES
  
  
  
  ITEM 5.  OTHER EVENTS.
  
       On November 27, 1996, Conseco, Inc. ("Conseco")announced the closing of the
  public  offering by Conseco  Financing  Trust II, a  subsidiary  of Conseco,  of
  325,000 of 8.70 percent Capital Trust  Pass-through  Securities SM ("TruPS SM")*
  of Conseco  Financing Trust II at $1,000 per security.  Each TruPS security will
  pay  cumulative  cash  distributions  at the annual rate of 8.70  percent of the
  stated $1,000 liquidiation amount per security, payable semi-annually commencing
  May  15,  1997.  The  TruPS  are  fully  and  unconditionally  guaranteed  as to
  distributions  and other  payments by  Conseco.  Proceeds  from the  offering of
  approximately  $321.3 million (after  underwriting and other  associated  costs)
  will be used to repay bank debt.
  
  * - Salomon  Brothers has filed  applications  with the United States Patent and
  Trademark  Office  for  the  registration  of  the  Capital  Trust  Pass-through
  Securities and TruPS service marks.
  
  
                                          2
  
  <PAGE>
  
  
  
                           CONSECO, INC. AND SUBSIDIARIES
  
  
  
  
  
  ITEM 7(c).      EXHIBITS.
  
  
  
  1.1       Underwriting  Agreement for 325,000 Preferred Securities of Conseco
            Financing Trust II, dated November 22, 1996.
  
  1.2       Pricing  Agreement  for  325,000  Preferred  Securities  of Conseco
            Financing Trust II, dated November 22, 1996
  
  4.17.1    Second Supplemental Indenture,  dated as of November 22, 1996, between
            Conseco, Inc. and Fleet National Bank, as Trustee.
  
  4.17.4    8.70% Subordinated Deferrable Interest Debenture due 2026.
  
  4.19.1    Amended and Restated Declaration of Trust of  Conseco  Financing Trust
            II, dated as of November 22, 1996, among Conseco, Inc.,as sponsor, the
            Trustees  named therein and the holders from time to time of undivided
            beneficial interests in the assets of Conseco Financing Trust II.
  
  4.19.2    Global Certificate for Preferred Security of Conseco Financing 
            Trust II.
  
  4.19.3    Preferred  Securities  Guarantee  Agreement,  dated as of November 27,
            1996, between Conseco, Inc. and Fleet National Bank.
  
  5.3       Opinion of Richards, Layton & Finger, P.A.
  
  8.0       Opinion of Locke Reynolds Boyd & Weisell as to certain federal income
            taxation matters.
            
  12.2      Pro  forma  Computation  of Ratio of  Earnings  to Fixed  Charges  and
            Preferred Dividends at September 30, 1996.
  
  23.9      Consent of Richards, Layton & Finger, P.A.
  
  23.10     Consent of Locke Reynolds Boyd & Weisell (included in Exhibit 8).
  
  
  
  
                                                           3
  
  <PAGE>
  
  
  
                           CONSECO, INC. AND SUBSIDIARIES
  
  
  
  
                                      SIGNATURE
  
       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.
  
  
  Date: November 27, 1996
  
                                           CONSECO, INC.
  
  
  
  
                                            By:  /s/ ROLLIN M. DICK
                                                 ----------------------
                                                 Rollin M. Dick
                                                 Executive Vice President
                                                   and Chief Financial Officer
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  S:\ACCTING\SECRPT\CNC8-K96.NOV
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K OF CONSECO, INC. DATED 11/27/96", "secsgml_size_bytes": 4474}]
metadata_filer: {"company-data": {"conformed-name": "CONSECO INC ET AL", "cik": "0000719241", "assigned-sic": "6321", "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": "96673932"}, "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: November 27, 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
  
  S:\ACCTING\SECRPT\CNC8-K96.NOV
  CONSECO, INC. AND SUBSIDIARIES
  
  ITEM 5.  OTHER EVENTS.
  
       On November 27, 1996, Conseco, Inc. ("Conseco")announced the closing of the
  public  offering by Conseco  Financing  Trust II, a  subsidiary  of Conseco,  of
  325,000 of 8.70 percent Capital Trust  Pass-through  Securities SM ("TruPS SM")*
  of Conseco  Financing Trust II at $1,000 per security.  Each TruPS security will
  pay  cumulative  cash  distributions  at the annual rate of 8.70  percent of the
  stated $1,000 liquidiation amount per security, payable semi-annually commencing
  May  15,  1997.  The  TruPS  are  fully  and  unconditionally  guaranteed  as to
  distributions  and other  payments by  Conseco.  Proceeds  from the  offering of
  approximately  $321.3 million (after  underwriting and other  associated  costs)
  will be used to repay bank debt.
  
  * - Salomon  Brothers has filed  applications  with the United States Patent and
  Trademark  Office  for  the  registration  of  the  Capital  Trust  Pass-through
  Securities and TruPS service marks.
  
                                          2
  CONSECO, INC. AND SUBSIDIARIES
  
  ITEM 7(c).      EXHIBITS.
  
  1.1       Underwriting  Agreement for 325,000 Preferred Securities of Conseco
            Financing Trust II, dated November 22, 1996.
  
  1.2       Pricing  Agreement  for  325,000  Preferred  Securities  of Conseco
            Financing Trust II, dated November 22, 1996
  
  4.17.1    Second Supplemental Indenture,  dated as of November 22, 1996, between
            Conseco, Inc. and Fleet National Bank, as Trustee.
  
  4.17.4    8.70% Subordinated Deferrable Interest Debenture due 2026.
  
  4.19.1    Amended and Restated Declaration of Trust of  Conseco  Financing Trust
            II, dated as of November 22, 1996, among Conseco, Inc.,as sponsor, the
            Trustees  named therein and the holders from time to time of undivided
            beneficial interests in the assets of Conseco Financing Trust II.
  
  4.19.2    Global Certificate for Preferred Security of Conseco Financing 
            Trust II.
  
  4.19.3    Preferred  Securities  Guarantee  Agreement,  dated as of November 27,
            1996, between Conseco, Inc. and Fleet National Bank.
  
  5.3       Opinion of Richards, Layton & Finger, P.A.
  
  8.0       Opinion of Locke Reynolds Boyd & Weisell as to certain federal income
            taxation matters.
            
  12.2      Pro  forma  Computation  of Ratio of  Earnings  to Fixed  Charges  and
            Preferred Dividends at September 30, 1996.
  
  23.9      Consent of Richards, Layton & Finger, P.A.
  
  23.10     Consent of Locke Reynolds Boyd & Weisell (included in Exhibit 8).
  
                                                           3
  CONSECO, INC. AND SUBSIDIARIES
  
                                      SIGNATURE
  
       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.
  
  Date: November 27, 1996
  
                                           CONSECO, INC.
  
                                            By:  /s/ ROLLIN M. DICK
                                                 ----------------------
                                                 Rollin M. Dick
                                                 Executive Vice President
                                                   and Chief Financial Officer
  
  S:\ACCTING\SECRPT\CNC8-K96.NOV