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: September 25, 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
  
  
  
  
  
  
  
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  <PAGE>
  
  
                           CONSECO, INC. AND SUBSIDIARIES
  
  
  
  
  ITEM 5.  OTHER EVENTS.
  
  Conseco, Inc. ("Conseco") has recently announced the following:
  
       (a)  On  September  26, 1996,  Conseco  announced an agreement under  which
            Conseco will acquire Transport Holdings Inc. ("Transport"),  a leading
            provider of cancer insurance and other supplemental  health insurance,
            for $70 per share in Conseco common stock. In the merger,  each of the
            issued and outstanding  shares of Transport Class A common stock would
            be converted into the right to receive the number of shares of Conseco
            common  stock  determined  by dividing  $70.00 by the average  closing
            price of Conseco  common stock during the 10 trading days  immediately
            preceding  the second  trading day prior to closing (such number to be
            not more than 1.8301 nor less than  1.4000).  Transport's  outstanding
            convertible  debt,  stock  options and  warrants,  when  converted  or
            exercised,  would receive the same ratio of Conseco common shares. The
            total value of the transaction would be $311 million,  including:  (i)
            $228 million to purchase  Transport's  3.2 million  common  shares and
            equivalents;  and (ii) $83 million to retire  bank debt and  preferred
            stock. Consummation of the Transport transaction,  which is subject to
            customary  terms  and  conditions,  including  approval  by  Transport
            shareholders and regulatory approvals, is expected by the end of 1996.
            Under the merger  agreement,  Transport  would be merged into Conseco,
            with  Conseco  being  the  surviving  corporation.  The  terms  of the
            agreement  also provide that to the extent  required by its  fiduciary
            duties to  Transport's  shareholders,  Transport's  Board may evaluate
            other  offers.  In  the  event  that  Transport  enters  into  another
            agreement or terminates the merger  agreement with Conseco  because of
            another  offer,  Transport  would be required to pay a break-up fee of
            $7.5 million.
  
  
       (b)  On  September 27,  1996,  Conseco  announced  the  completion  of  the
            redemption  of its Series D  Cumulative  Convertible  Preferred  Stock
            ("Series  D").  A total of 6,358  Series D  shares  were  redeemed  at
            $52.916  per share in cash,  including  $0.641  per  share of  accrued
            dividends.   Holders  of  the  remaining  5,338,409  Series  D  shares
            previously  outstanding  elected  instead to convert their shares into
            Conseco  common  stock at the rate of 1.5686  common  shares  for each
            Series D share.  The 8.4 million common shares issued upon  conversion
            were  already   included  in  Conseco's   "weighted   average   shares
            outstanding"  for purposes of  computing  fully  diluted  earnings per
            share.  Conversion of the Series D shares  increases  Conseco's common
            shareholders'  equity and reduces  future cash flow  requirements  for
            dividends.
  
       (c)  On  October  1,  1996,   Conseco  announced  the  completion  of  the
            acquisition  of all of  the common shares of American  Life  Holdings,
            Inc.  ("ALH") not  already  owned by Conseco  for  approximately  $165
            million in cash. ALH, a provider of retirement savings annuities,  was
            originally acquired by Conseco Capital Partners II, L.P. ("Partnership
            II") in September 1994. Conseco previously  announced its intention to
            terminate  Partnership II. Conseco paid the other limited  partners in
            Partnership II, $23.00 for each of their shares of ALH.
  
       The  unaudited  pro forma  consolidated  financial  statements  of Conseco,
  attached as Exhibit 99.2,  present Conseco's  financial  position and results of
  operations  for the year  ended  December  31,  1995,  and as of and for the six
  months ended June 30, 1996,  giving  effect to several  transactions  which have
  already occurred, as described in the notes accompanying the pro forma financial
  statements.  The pro forma consolidated financial statements are not necessarily
  indicative  of what the financial  position or results of operations  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 of
  Conseco.
  
                                                           2
  
  <PAGE>
  
  
                           CONSECO, INC. AND SUBSIDIARIES
  
  
  
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
                  (c)   EXHIBITS
  
                        2.8     Agreement and Plan of Merger dated as of September
                                25, 1996, by and between  Conseco, Inc. and
                                Transport Holdings Inc.
  
                        99.2    Pro  Forma  Consolidated  Financial Statements of
                                Conseco, Inc. and  Subsidiaries reflecting several
                                transactions which have already occurred.
  
  
  
                                                           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: October 1, 1996
  
                                          CONSECO, INC.
  
  
  
  
                                          By: /s/ ROLLIN M. DICK
                                             --------------------
                                             Rollin M. Dick
                                             Executive Vice President
                                               and Chief Financial Officer
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
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                                                           4
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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: September 25, 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
  
  J:\8KCNC.925\COVER
  CONSECO, INC. AND SUBSIDIARIES
  
  ITEM 5.  OTHER EVENTS.
  
  Conseco, Inc. ("Conseco") has recently announced the following:
  
       (a)  On  September  26, 1996,  Conseco  announced an agreement under  which
            Conseco will acquire Transport Holdings Inc. ("Transport"),  a leading
            provider of cancer insurance and other supplemental  health insurance,
            for $70 per share in Conseco common stock. In the merger,  each of the
            issued and outstanding  shares of Transport Class A common stock would
            be converted into the right to receive the number of shares of Conseco
            common  stock  determined  by dividing  $70.00 by the average  closing
            price of Conseco  common stock during the 10 trading days  immediately
            preceding  the second  trading day prior to closing (such number to be
            not more than 1.8301 nor less than  1.4000).  Transport's  outstanding
            convertible  debt,  stock  options and  warrants,  when  converted  or
            exercised,  would receive the same ratio of Conseco common shares. The
            total value of the transaction would be $311 million,  including:  (i)
            $228 million to purchase  Transport's  3.2 million  common  shares and
            equivalents;  and (ii) $83 million to retire  bank debt and  preferred
            stock. Consummation of the Transport transaction,  which is subject to
            customary  terms  and  conditions,  including  approval  by  Transport
            shareholders and regulatory approvals, is expected by the end of 1996.
            Under the merger  agreement,  Transport  would be merged into Conseco,
            with  Conseco  being  the  surviving  corporation.  The  terms  of the
            agreement  also provide that to the extent  required by its  fiduciary
            duties to  Transport's  shareholders,  Transport's  Board may evaluate
            other  offers.  In  the  event  that  Transport  enters  into  another
            agreement or terminates the merger  agreement with Conseco  because of
            another  offer,  Transport  would be required to pay a break-up fee of
            $7.5 million.
  
       (b)  On  September 27,  1996,  Conseco  announced  the  completion  of  the
            redemption  of its Series D  Cumulative  Convertible  Preferred  Stock
            ("Series  D").  A total of 6,358  Series D  shares  were  redeemed  at
            $52.916  per share in cash,  including  $0.641  per  share of  accrued
            dividends.   Holders  of  the  remaining  5,338,409  Series  D  shares
            previously  outstanding  elected  instead to convert their shares into
            Conseco  common  stock at the rate of 1.5686  common  shares  for each
            Series D share.  The 8.4 million common shares issued upon  conversion
            were  already   included  in  Conseco's   "weighted   average   shares
            outstanding"  for purposes of  computing  fully  diluted  earnings per
            share.  Conversion of the Series D shares  increases  Conseco's common
            shareholders'  equity and reduces  future cash flow  requirements  for
            dividends.
  
       (c)  On  October  1,  1996,   Conseco  announced  the  completion  of  the
            acquisition  of all of  the common shares of American  Life  Holdings,
            Inc.  ("ALH") not  already  owned by Conseco  for  approximately  $165
            million in cash. ALH, a provider of retirement savings annuities,  was
            originally acquired by Conseco Capital Partners II, L.P. ("Partnership
            II") in September 1994. Conseco previously  announced its intention to
            terminate  Partnership II. Conseco paid the other limited  partners in
            Partnership II, $23.00 for each of their shares of ALH.
  
       The  unaudited  pro forma  consolidated  financial  statements  of Conseco,
  attached as Exhibit 99.2,  present Conseco's  financial  position and results of
  operations  for the year  ended  December  31,  1995,  and as of and for the six
  months ended June 30, 1996,  giving  effect to several  transactions  which have
  already occurred, as described in the notes accompanying the pro forma financial
  statements.  The pro forma consolidated financial statements are not necessarily
  indicative  of what the financial  position or results of operations  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 of
  Conseco.
  
                                                           2
  CONSECO, INC. AND SUBSIDIARIES
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
                  (c)   EXHIBITS
  
                        2.8     Agreement and Plan of Merger dated as of September
                                25, 1996, by and between  Conseco, Inc. and
                                Transport Holdings Inc.
  
                        99.2    Pro  Forma  Consolidated  Financial Statements of
                                Conseco, Inc. and  Subsidiaries reflecting several
                                transactions which have already occurred.
  
                                                           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: October 1, 1996
  
                                          CONSECO, INC.
  
                                          By: /s/ ROLLIN M. DICK
                                             --------------------
                                             Rollin M. Dick
                                             Executive Vice President
                                               and Chief Financial Officer
  
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