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 15, 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.
  
       The unaudited pro forma consolidated  financial statements of Conseco, Inc.
  and its  consolidated  subsidiaries  ("Conseco")  as of and for the nine  months
  ended September 30, 1996,  attached as Exhibit 99.2, update Conseco's  unaudited
  pro forma consolidated  financial  statements filed as Exhibit 99.2 to Conseco's
  quarterly report on Form 10-Q for the quarterly period ended September 30, 1996,
  to reflect: (i) the increase in the aggregate  liquidation amount of the planned
  offering of trust  originated  preferred  securities  from $200  million to $275
  million; and (ii) the increase in the aggregate  liquidation amount of a planned
  additional offering of trust originated  preferred  securities from $150 million
  to $225  million.  In  addition,  the  assumed  distribution  rate and  expenses
  associated  with both planned  offerings were updated to reflect  current market
  conditions.  Such transactions are described  further in the notes  accompanying
  the pro forma consolidated financial statements.
  
       The  pro  forma  consolidated  financial  statements  are  not  necessarily
  indicative  of what the  financial  position or results of  operations  actually
  would  have  been if the  transactions  had  occurred  at the  dates  indicated.
  Furthermore, the pro forma consolidated financial statements are not intended to
  be  indicative  of  Conseco's  future  financial  position or future  results of
  operations  and should be read in conjunction  with the historical  consolidated
  financial  statements and related notes thereto  included in Conseco's Form 10-Q
  for the quarterly period ended September 30, 1996.
  
  
  
  
  
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  <PAGE>
  
  
  
                           CONSECO, INC. AND SUBSIDIARIES
  
  
  
  
  
  ITEM 7(c).      EXHIBITS.
  
  
  
  
  99.2      Pro Forma  Consolidated  Financial  Statements  of  Conseco,  Inc. and
            Subsidiaries
  
                                                           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 15, 1996
  
                                           CONSECO, INC.
  
  
  
  
                                            By:  /s/ROLLIN M. DICK
                                                 ----------------------
                                                 Rollin M. Dick
                                                 Executive Vice President
                                                   and Chief Financial Officer
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
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                                                           4
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K OF CONSECO, INC. DATED 11/15/96", "secsgml_size_bytes": 3859}]
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": "96667657"}, "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 15, 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.
  
       The unaudited pro forma consolidated  financial statements of Conseco, Inc.
  and its  consolidated  subsidiaries  ("Conseco")  as of and for the nine  months
  ended September 30, 1996,  attached as Exhibit 99.2, update Conseco's  unaudited
  pro forma consolidated  financial  statements filed as Exhibit 99.2 to Conseco's
  quarterly report on Form 10-Q for the quarterly period ended September 30, 1996,
  to reflect: (i) the increase in the aggregate  liquidation amount of the planned
  offering of trust  originated  preferred  securities  from $200  million to $275
  million; and (ii) the increase in the aggregate  liquidation amount of a planned
  additional offering of trust originated  preferred  securities from $150 million
  to $225  million.  In  addition,  the  assumed  distribution  rate and  expenses
  associated  with both planned  offerings were updated to reflect  current market
  conditions.  Such transactions are described  further in the notes  accompanying
  the pro forma consolidated financial statements.
  
       The  pro  forma  consolidated  financial  statements  are  not  necessarily
  indicative  of what the  financial  position or results of  operations  actually
  would  have  been if the  transactions  had  occurred  at the  dates  indicated.
  Furthermore, the pro forma consolidated financial statements are not intended to
  be  indicative  of  Conseco's  future  financial  position or future  results of
  operations  and should be read in conjunction  with the historical  consolidated
  financial  statements and related notes thereto  included in Conseco's Form 10-Q
  for the quarterly period ended September 30, 1996.
  
                                                           2
  CONSECO, INC. AND SUBSIDIARIES
  
  ITEM 7(c).      EXHIBITS.
  
  99.2      Pro Forma  Consolidated  Financial  Statements  of  Conseco,  Inc. and
            Subsidiaries
  
                                                           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 15, 1996
  
                                           CONSECO, INC.
  
                                            By:  /s/ROLLIN M. DICK
                                                 ----------------------
                                                 Rollin M. Dick
                                                 Executive Vice President
                                                   and Chief Financial Officer
  
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