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: December 31, 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
  
  
  <PAGE>
  
  
  
                           CONSECO, INC. AND SUBSIDIARIES
  
  
  ITEM 5.  OTHER EVENTS.
  
       On December 31, 1996, Conseco,  Inc. ("Conseco")  completed its merger with
  Bankers Life Holding Corporation ("BLH"), in a transaction pursuant to which BLH
  was merged with and into CIHC, Incorporated  ("CIHC"), a wholly owned subsidiary
  of Conseco, with CIHC being the surviving corporation (the "Merger"). The Merger
  was consummated pursuant to a Plan of Merger dated as of August 26, 1996. In the
  Merger,  each  outstanding  share of BLH  common  stock,  not  already  owned by
  Conseco,  was  exchanged for 0.3983  shares  of  Conseco  common stock.  Conseco
  issued  approximately 2.0 million shares of Conseco common stock or common stock
  equivalents with a value of approximately $122.5 million to acquire BLH's common
  stock not already owned by Conseco.
  
        The acquisition of BLH will be accounted for under the  step  acquisition
  method of accounting.  Under this method,  the total purchase cost of the common
  stock of BLH,  not already  owned by  Conseco,  is  allocated  to the assets and
  liabilities  acquired  based on their  relative  fair  values  as of the date of
  acquisition,  with any excess of the total  purchase cost over the fair value of
  the assets acquired less the fair value of the liabilities  assumed  recorded as
  goodwill.  The values of the assets and liabilities of BLH included in Conseco's
  consolidated   financial  statements  will  represent  the  combination  of  the
  following values: (i) the portion of BLH's net assets acquired by Conseco in the
  initial acquisition made by Conseco Capital Partners,  L.P. on October 31, 1992,
  is valued as of that  acquisition  date;  (ii) the  portion  of BLH's net assets
  acquired by Conseco on  September  30,  1993,  is valued as of that  acquisition
  date;  (iii) the portion of BLH's net assets  acquired during 1995 and the first
  quarter  of 1996 is  valued  as of the  dates of  their  purchase;  and (iv) the
  portion of BLH's net assets  acquired in the Merger is valued as of December 31,
  1996.
  
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  <PAGE>
                        CONSECO, INC. AND SUBSIDIARIES
  
                
  ITEM 7 (c).   EXHIBIT.
            
                99.1  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: December 31, 1996
  
  
                                           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 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": "97503981"}, "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: December 31, 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
  CONSECO, INC. AND SUBSIDIARIES
  
  ITEM 5.  OTHER EVENTS.
  
       On December 31, 1996, Conseco,  Inc. ("Conseco")  completed its merger with
  Bankers Life Holding Corporation ("BLH"), in a transaction pursuant to which BLH
  was merged with and into CIHC, Incorporated  ("CIHC"), a wholly owned subsidiary
  of Conseco, with CIHC being the surviving corporation (the "Merger"). The Merger
  was consummated pursuant to a Plan of Merger dated as of August 26, 1996. In the
  Merger,  each  outstanding  share of BLH  common  stock,  not  already  owned by
  Conseco,  was  exchanged for 0.3983  shares  of  Conseco  common stock.  Conseco
  issued  approximately 2.0 million shares of Conseco common stock or common stock
  equivalents with a value of approximately $122.5 million to acquire BLH's common
  stock not already owned by Conseco.
  
        The acquisition of BLH will be accounted for under the  step  acquisition
  method of accounting.  Under this method,  the total purchase cost of the common
  stock of BLH,  not already  owned by  Conseco,  is  allocated  to the assets and
  liabilities  acquired  based on their  relative  fair  values  as of the date of
  acquisition,  with any excess of the total  purchase cost over the fair value of
  the assets acquired less the fair value of the liabilities  assumed  recorded as
  goodwill.  The values of the assets and liabilities of BLH included in Conseco's
  consolidated   financial  statements  will  represent  the  combination  of  the
  following values: (i) the portion of BLH's net assets acquired by Conseco in the
  initial acquisition made by Conseco Capital Partners,  L.P. on October 31, 1992,
  is valued as of that  acquisition  date;  (ii) the  portion  of BLH's net assets
  acquired by Conseco on  September  30,  1993,  is valued as of that  acquisition
  date;  (iii) the portion of BLH's net assets  acquired during 1995 and the first
  quarter  of 1996 is  valued  as of the  dates of  their  purchase;  and (iv) the
  portion of BLH's net assets  acquired in the Merger is valued as of December 31,
  1996.
  
                                          2
  CONSECO, INC. AND SUBSIDIARIES
  
                
  ITEM 7 (c).   EXHIBIT.
            
                99.1  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: December 31, 1996
  
                                           CONSECO, INC.
  
                                           By:     /s/ ROLLIN M. DICK
                                                   -----------------------------
  
                                                    Rollin M. Dick
                                                    Executive Vice President
                                                      and Chief Financial Officer
  
                                         4