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 19, 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 19, 1996, Conseco, Inc. ("Conseco")announced the closing of the
  public  offering of 11 million of the 9.16 percent  Trust  Originated  Preferred
  Securities  SM  ("TOPrS  SM") of  Conseco  Financing  Trust I, a  subsidiary  of
  Conseco,  at $25 per  security.  Each TOPrS  security will pay  cumulative  cash
  distributions  at the annual rate of 9.16 percent of the stated $25 liquidiation
  amount per security,  payable quarterly  commencing December 31, 1996. The TOPrS
  are fully and unconditionally  guaranteed by Conseco. Proceeds from the offering
  of approximately  $265.5 million (after underwriting and other associated costs)
  will be used to repay bank debt.
  
  SM - "Trust  Originated  Preferred  Securities" and "TOPrS" are service marks of
  Merrill Lynch & Co., Inc.
  
  
  
  
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  <PAGE>
  
  
  
                           CONSECO, INC. AND SUBSIDIARIES
  
  
  
  
  
  ITEM 7(c).      EXHIBITS.
  
  
  
  
  1.1       Underwriting  Agreement for 11,000,000 Preferred Securities of Conseco
            Financing Trust I, dated November 14, 1996.
  
  1.2       Pricing  Agreement  for  11,000,000  Preferred  Securities  of Conseco
            Financing Trust I, dated November 14, 1996
  
  4.17.1    Subordinated Indenture, dated as of November 14, 1996,  between
            Conseco, Inc. and Fleet National Bank, as Trustee.
  
  4.17.2    First Supplemental Indenture, dated as of  November 14,  1996, between
            Conseco, Inc. and Fleet National Bank, as Trustee.
  
  4.17.3    9.16% Subordinated Deferrable Interest Debenture due 2026.
  
  4.18.1    Amended and Restated Declaration of Trust of  Conseco  Financing Trust
            I, dated as of November 14, 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 I.
  
  4.18.2    Global Certificate for Preferred Security of Conseco Financing 
            Trust I.
  
  4.18.3    Preferred  Securities  Guarantee  Agreement,  dated as of November 19,
            1996, between Conseco, Inc. and Fleet National Bank.
  
  12.1      Computation  of  Ratio of  Earnings  to Fixed  Charges  and  Preferred
            Dividends at September 30, 1996.
  
  12.2      Pro  forma  Computation  of Ratio of  Earnings  to Fixed  Charges  and
            Preferred Dividends at June 30, 1996.
  
  
  
  
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  <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 19, 1996
  
                                           CONSECO, INC.
  
  
  
  
                                            By:  /s/ROLLIN M. DICK
                                                 ----------------------
                                                 Rollin M. Dick
                                                 Executive Vice President
                                                   and Chief Financial Officer
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
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metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K OF CONSECO, INC. DATED 11/19/96", "secsgml_size_bytes": 4338}]
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": "96669269"}, "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 19, 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 19, 1996, Conseco, Inc. ("Conseco")announced the closing of the
  public  offering of 11 million of the 9.16 percent  Trust  Originated  Preferred
  Securities  SM  ("TOPrS  SM") of  Conseco  Financing  Trust I, a  subsidiary  of
  Conseco,  at $25 per  security.  Each TOPrS  security will pay  cumulative  cash
  distributions  at the annual rate of 9.16 percent of the stated $25 liquidiation
  amount per security,  payable quarterly  commencing December 31, 1996. The TOPrS
  are fully and unconditionally  guaranteed by Conseco. Proceeds from the offering
  of approximately  $265.5 million (after underwriting and other associated costs)
  will be used to repay bank debt.
  
  SM - "Trust  Originated  Preferred  Securities" and "TOPrS" are service marks of
  Merrill Lynch & Co., Inc.
  
                                                           2
  CONSECO, INC. AND SUBSIDIARIES
  
  ITEM 7(c).      EXHIBITS.
  
  1.1       Underwriting  Agreement for 11,000,000 Preferred Securities of Conseco
            Financing Trust I, dated November 14, 1996.
  
  1.2       Pricing  Agreement  for  11,000,000  Preferred  Securities  of Conseco
            Financing Trust I, dated November 14, 1996
  
  4.17.1    Subordinated Indenture, dated as of November 14, 1996,  between
            Conseco, Inc. and Fleet National Bank, as Trustee.
  
  4.17.2    First Supplemental Indenture, dated as of  November 14,  1996, between
            Conseco, Inc. and Fleet National Bank, as Trustee.
  
  4.17.3    9.16% Subordinated Deferrable Interest Debenture due 2026.
  
  4.18.1    Amended and Restated Declaration of Trust of  Conseco  Financing Trust
            I, dated as of November 14, 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 I.
  
  4.18.2    Global Certificate for Preferred Security of Conseco Financing 
            Trust I.
  
  4.18.3    Preferred  Securities  Guarantee  Agreement,  dated as of November 19,
            1996, between Conseco, Inc. and Fleet National Bank.
  
  12.1      Computation  of  Ratio of  Earnings  to Fixed  Charges  and  Preferred
            Dividends at September 30, 1996.
  
  12.2      Pro  forma  Computation  of Ratio of  Earnings  to Fixed  Charges  and
            Preferred Dividends at June 30, 1996.
  
                                                           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 19, 1996
  
                                           CONSECO, INC.
  
                                            By:  /s/ROLLIN M. DICK
                                                 ----------------------
                                                 Rollin M. Dick
                                                 Executive Vice President
                                                   and Chief Financial Officer
  
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