content: UNITED STATES
                         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 (Date of earliest event reported): June 3, 1998
  
  
  
                                    CONSECO, INC.
               (Exact name of registrant as specified in its charter)
  
  
  
      Indiana                            1-9250                35-1468632
    ----------------                    -----------            -------------------
     (State or other                   (Commission             (I.R.S. Employer
     jurisdiction of                    File Number)           Identification No.)
      organization)
  
      11825 North Pennsylvania Street
           Carmel, Indiana                                       46032
    --------------------------------------                     ----------     
  (Address of principal executive offices)                     (Zip Code)
  
                                   (317) 817-6100
                                --------------------
                (Registrant's telephone number, including area code)
  
  
                                   Not Applicable
                           -------------------------------
                           (Former name or former address,
                           if changed since last report.)
  
  
  
  
  
  <PAGE>
  
  
  
  ITEM 5.   OTHER EVENTS.
  
            On April  6,  1998,  Green  Tree  Financial  Corporation,  a  Delaware
  corporation ("Green Tree"),  agreed to merge (the "Merger") with a subsidiary of
  Conseco, Inc., an Indiana corporation  ("Conseco").  The terms of the Merger are
  set forth in an Agreement and Plan of Merger (the "Merger  Agreement")  dated as
  of April 6, 1998,  as  amended,  among  Conseco,  Marble  Acquisition  Corp.,  a
  Delaware  corporation and a wholly owned subsidiary of Conseco,  and Green Tree.
  In the Merger, each share of Green Tree's common stock, par value $.01 per share
  ("Green  Tree  Common  Stock"),  will be  converted  into  0.9165  of a share of
  Conseco's  common stock, no par value ("Conseco  Common Stock").  As a result of
  the Merger,  Green Tree will become a wholly owned  subsidiary  of Conseco.  The
  Boards of  Directors  of  Conseco  and Green Tree  approved  the Merger at their
  respective meetings held on April 6, 1998.
  
            The Merger is intended to constitute a tax-free  reorganization  under
  the Internal  Revenue  Code of 1986,  as amended,  and to be accounted  for as a
  pooling of interest.
  
            Green Tree is a diversified  financial  services company that provides
  financing for  manufactured  homes,  home equity,  home  improvements,  consumer
  products and equipment and provides  consumer and commercial  revolving  credit.
  Green Tree's  insurance  agencies  market physical damage and term mortgage life
  insurance and other credit protection relating to the customers' contracts Green
  Tree  services.  Green Tree is the  largest  servicer  of  manufactured  housing
  contracts in the United  States.  Through its  principal  offices in Saint Paul,
  Minnesota and service  centers  throughout the United States,  Green Tree serves
  all 50 states.
  
            Green Tree pools and securitizes substantially all of the contracts it
  originates,  retaining the servicing on the contracts. Such pools are structured
  into asset-backed securities which are sold in the public securities markets. In
  servicing  the  contracts,  Green Tree  collects  payments from the borrower and
  remits principal and interest payments to the holder of the contract or investor
  certificate backed by the contracts.
  
            Green Tree was originally  incorporated under the laws of the State of
  Minnesota  in 1975.  In 1995,  Green Tree  reincorporated  under the laws of the
  State of Delaware.  Green Tree's principal executive offices are located at 1100
  Landmark Towers, 345 Saint Peter Street, Saint Paul, Minnesota  55102-1639,  and
  its telephone number is (612) 293-3400. 
  
            Pro forma  combined  financial  statements of Conseco as if the Merger
  had already  occurred as of March 31, 1998, for the three months ended March 31,
  1998 and 1997,  and for each of the three years ended  December  31,  1997,  are
  attached as Exhibit 99.1.
  
            The  audited  consolidated  financial  statements  of Green Tree as of
  December  31, 1997 and 1996 and for each of the three years ended  December  31,
  1997, are attached as Exhibit 99.2.
  
            The unaudited  consolidated  financial  statements of Green Tree as of
  March 31, 1998 and for each of the three month  periods ended March 31, 1998 and
  1997, are attached as Exhibit 99.3.
  
  <PAGE>
  
  
  ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
            AND EXHIBITS.
  
        (a) -- (b) Not applicable.
  
        (c)      Exhibits.
  
        23       Consent of KPMG Peat Marwick LLP
  
        99.1     Pro Forma  Combined  Financial  Statements  of  Conseco, Inc. and
                 Subsidiaries
  
        99.2     Audited Consolidated Financial Statements of Green Tree Financial
                 Corporation  as  of December 31,  1997 and 1996,  and for each of
                 the three years ended December 31, 1997
  
        99.3     Unaudited  Consolidated  Financial  Statements   of  Green   Tree
                 Financial  Corporation  as of March 31, 1998, and for each of the
                 three month periods ended March 31, 1998 and 1997
  
  
  
  
  <PAGE>
  
                                      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 hereunto duly authorized.
  
  
                                        CONSECO, INC.
  
  
  DATE:  June 3, 1998                   By:  /s/ ROLLIN M. DICK
                                             ----------------------------------
                                             Name:  Rollin M. Dick
                                             Title: Executive Vice President
                                                    and Chief Financial Officer
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K OF CONSECO, INC. DATED 6/3/98", "secsgml_size_bytes": 6336}]
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": "98641816"}, "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: UNITED STATES
                         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 (Date of earliest event reported): June 3, 1998
  
                                    CONSECO, INC.
               (Exact name of registrant as specified in its charter)
  
      Indiana                            1-9250                35-1468632
    ----------------                    -----------            -------------------
     (State or other                   (Commission             (I.R.S. Employer
     jurisdiction of                    File Number)           Identification No.)
      organization)
  
      11825 North Pennsylvania Street
           Carmel, Indiana                                       46032
    --------------------------------------                     ----------     
  (Address of principal executive offices)                     (Zip Code)
  
                                   (317) 817-6100
                                --------------------
                (Registrant's telephone number, including area code)
  
                                   Not Applicable
                           -------------------------------
                           (Former name or former address,
                           if changed since last report.)
  ITEM 5.   OTHER EVENTS.
  
            On April  6,  1998,  Green  Tree  Financial  Corporation,  a  Delaware
  corporation ("Green Tree"),  agreed to merge (the "Merger") with a subsidiary of
  Conseco, Inc., an Indiana corporation  ("Conseco").  The terms of the Merger are
  set forth in an Agreement and Plan of Merger (the "Merger  Agreement")  dated as
  of April 6, 1998,  as  amended,  among  Conseco,  Marble  Acquisition  Corp.,  a
  Delaware  corporation and a wholly owned subsidiary of Conseco,  and Green Tree.
  In the Merger, each share of Green Tree's common stock, par value $.01 per share
  ("Green  Tree  Common  Stock"),  will be  converted  into  0.9165  of a share of
  Conseco's  common stock, no par value ("Conseco  Common Stock").  As a result of
  the Merger,  Green Tree will become a wholly owned  subsidiary  of Conseco.  The
  Boards of  Directors  of  Conseco  and Green Tree  approved  the Merger at their
  respective meetings held on April 6, 1998.
  
            The Merger is intended to constitute a tax-free  reorganization  under
  the Internal  Revenue  Code of 1986,  as amended,  and to be accounted  for as a
  pooling of interest.
  
            Green Tree is a diversified  financial  services company that provides
  financing for  manufactured  homes,  home equity,  home  improvements,  consumer
  products and equipment and provides  consumer and commercial  revolving  credit.
  Green Tree's  insurance  agencies  market physical damage and term mortgage life
  insurance and other credit protection relating to the customers' contracts Green
  Tree  services.  Green Tree is the  largest  servicer  of  manufactured  housing
  contracts in the United  States.  Through its  principal  offices in Saint Paul,
  Minnesota and service  centers  throughout the United States,  Green Tree serves
  all 50 states.
  
            Green Tree pools and securitizes substantially all of the contracts it
  originates,  retaining the servicing on the contracts. Such pools are structured
  into asset-backed securities which are sold in the public securities markets. In
  servicing  the  contracts,  Green Tree  collects  payments from the borrower and
  remits principal and interest payments to the holder of the contract or investor
  certificate backed by the contracts.
  
            Green Tree was originally  incorporated under the laws of the State of
  Minnesota  in 1975.  In 1995,  Green Tree  reincorporated  under the laws of the
  State of Delaware.  Green Tree's principal executive offices are located at 1100
  Landmark Towers, 345 Saint Peter Street, Saint Paul, Minnesota  55102-1639,  and
  its telephone number is (612) 293-3400. 
  
            Pro forma  combined  financial  statements of Conseco as if the Merger
  had already  occurred as of March 31, 1998, for the three months ended March 31,
  1998 and 1997,  and for each of the three years ended  December  31,  1997,  are
  attached as Exhibit 99.1.
  
            The  audited  consolidated  financial  statements  of Green Tree as of
  December  31, 1997 and 1996 and for each of the three years ended  December  31,
  1997, are attached as Exhibit 99.2.
  
            The unaudited  consolidated  financial  statements of Green Tree as of
  March 31, 1998 and for each of the three month  periods ended March 31, 1998 and
  1997, are attached as Exhibit 99.3.
  ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
            AND EXHIBITS.
  
        (a) -- (b) Not applicable.
  
        (c)      Exhibits.
  
        23       Consent of KPMG Peat Marwick LLP
  
        99.1     Pro Forma  Combined  Financial  Statements  of  Conseco, Inc. and
                 Subsidiaries
  
        99.2     Audited Consolidated Financial Statements of Green Tree Financial
                 Corporation  as  of December 31,  1997 and 1996,  and for each of
                 the three years ended December 31, 1997
  
        99.3     Unaudited  Consolidated  Financial  Statements   of  Green   Tree
                 Financial  Corporation  as of March 31, 1998, and for each of the
                 three month periods ended March 31, 1998 and 1997
  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 hereunto duly authorized.
  
                                        CONSECO, INC.
  
  DATE:  June 3, 1998                   By:  /s/ ROLLIN M. DICK
                                             ----------------------------------
                                             Name:  Rollin M. Dick
                                             Title: Executive Vice President
                                                    and Chief Financial Officer