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: February 4, 1998
  
  
  
                                    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 February 4, 1998, Conseco,  Inc.  ("Conseco")  announced the offering of
  $250.0  million of 6.4 percent  Notes (the  "Notes") due February 10, 2003.  The
  Notes were priced at 99.928 percent of par to yield 6.417  percent.  Interest is
  paid  semi-annually  on  February  10 and August 10 of each year.  The Notes are
  redeemable  in whole or in part at the  option  of  Conseco  at any  time,  at a
  redemption  price equal to the sum of (a) the greater of: (i) 100 percent of the
  principal  amount;  and  (ii) the sum of the  present  values  of the  remaining
  scheduled payments of principal and interest thereon from the redemption date to
  the maturity date,  computed by discounting such payments,  in each case, to the
  redemption  date on a semi-annual  basis at the treasury rate (as defined in the
  Notes)  plus 25 basis  points,  plus (b)  accrued  and  unpaid  interest  on the
  principal amount thereof to the date of redemption.  The Notes are unsecured and
  rank pari passu  with all other  unsecured  and  unsubordinated  obligations  of
  Conseco.
  
       Proceeds from the offering of approximately  $248.0 million (after original
  issue  discount  and other  associated  costs)  will be used by Conseco  for the
  repayment of a portion of the bank debt incurred to finance the  acquisition  of
  Washington National Corporation and for the repayment of commercial paper.
  
                                          2
  
  <PAGE>
  
  
  
                           CONSECO, INC. AND SUBSIDIARIES
  
  
  
  
  
  ITEM 7(c).      EXHIBITS.
  
  
  
  12.1     Computation of Ratios of Earnings to Fixed Charges, Preferred Dividends
           and Distributions on Company-Obligated Mandatorily Redeemable Preferred
           Securities of Subsidiary Trusts
            
  
  
  
  
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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: February 6, 1998
  
                                           CONSECO, INC.
  
  
  
  
                                            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", "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": "98524064"}, "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: February 4, 1998
  
                                    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 February 4, 1998, Conseco,  Inc.  ("Conseco")  announced the offering of
  $250.0  million of 6.4 percent  Notes (the  "Notes") due February 10, 2003.  The
  Notes were priced at 99.928 percent of par to yield 6.417  percent.  Interest is
  paid  semi-annually  on  February  10 and August 10 of each year.  The Notes are
  redeemable  in whole or in part at the  option  of  Conseco  at any  time,  at a
  redemption  price equal to the sum of (a) the greater of: (i) 100 percent of the
  principal  amount;  and  (ii) the sum of the  present  values  of the  remaining
  scheduled payments of principal and interest thereon from the redemption date to
  the maturity date,  computed by discounting such payments,  in each case, to the
  redemption  date on a semi-annual  basis at the treasury rate (as defined in the
  Notes)  plus 25 basis  points,  plus (b)  accrued  and  unpaid  interest  on the
  principal amount thereof to the date of redemption.  The Notes are unsecured and
  rank pari passu  with all other  unsecured  and  unsubordinated  obligations  of
  Conseco.
  
       Proceeds from the offering of approximately  $248.0 million (after original
  issue  discount  and other  associated  costs)  will be used by Conseco  for the
  repayment of a portion of the bank debt incurred to finance the  acquisition  of
  Washington National Corporation and for the repayment of commercial paper.
  
                                          2
  CONSECO, INC. AND SUBSIDIARIES
  
  ITEM 7(c).      EXHIBITS.
  
  12.1     Computation of Ratios of Earnings to Fixed Charges, Preferred Dividends
           and Distributions on Company-Obligated Mandatorily Redeemable Preferred
           Securities of Subsidiary Trusts
            
  
                                          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: February 6, 1998
  
                                           CONSECO, INC.
  
                                            By:  /s/ ROLLIN M. DICK
                                                 ----------------------
                                                 Rollin M. Dick
                                                 Executive Vice President
                                                   and Chief Financial Officer
  
                                         4