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: April 1, 1997
  
  
  
                                    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\8KAPRIL.TXT
  <PAGE>
  
                          CONSECO, INC. AND SUBSIDIARIES
  
  
  
  ITEM 5.  OTHER EVENTS.
  
       On April 1, 1997, Conseco,  Inc.  ("Conseco") announced  the closing of the
  public offering by Conseco  Financing Trust III, a subsidiary  trust of Conseco,
  of $300 million of 8.796% Capital  Securities of Conseco  Financing Trust III at
  $1,000  per  security.   Each  Capital   Security  will  pay   cumulative   cash
  distributions  at  the  annual  rate  of  8.796  percent  of the  stated  $1,000
  liquidiation amount per security,  payable  semi-annually  commencing October 1,
  1997.  The  Capital  Securities  are fully  and  unconditionally  guaranteed  by
  Conseco.  Proceeds  from the offering of  approximately  $296.7  million  (after
  underwriting and other associated costs) will be used to repay bank debt.
  
                                          2
  
  <PAGE>
  
  
  
                           CONSECO, INC. AND SUBSIDIARIES
  
  
  
  
  
  ITEM 7(c).      EXHIBITS.
  
  
  
  1.1       Underwriting  Agreement  for   $300,000,000  of Capital  Securities of
            Conseco Financing Trust III, dated March 26, 1997.
  
  4.14.1    First Amendment  dated as  of  March 10, 1997, to the Credit Agreement
            among the Registrant,  Bank  of  America  National  Trust  and Savings
            Association,  First  Union  National  Bank  of  North   Carolina   and
            Nationsbank, N.A. dated November 22, 1996.
  
  4.17.6    Third Supplemental  Indenture,   dated as  of  March 26, 1997, between
            Conseco, Inc. and Fleet National Bank, as Trustee.
  
  4.17.7    8.796% Subordinated Deferrable Interest Debenture due 2027.
  
  4.20.1    Amended and Restated Declaration of Trust of  Conseco  Financing Trust
            III, dated as of March 26, 1997, among Conseco, Inc.,as sponsor, the
            Trustees  named therein and the holders from time to time of undivided
            beneficial interests in the assets of Conseco Financing Trust III.
  
  4.20.2    Global   Certificate  for  Capital   Security  of  Conseco   Financing
            Trust III.
  
  4.20.3    Capital  Securities  Guarantee  Agreement,  dated as of April 1, 1997,
            between Conseco, Inc. and Fleet National Bank.
  
  5.1       Opinion of Richards, Layton & Finger, P.A.
  
  8.1       Opinion of Locke Reynolds Boyd & Weisell as to certain federal income
            taxation matters.
  
  23.1      Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.1).
  
  23.2      Consent of Locke Reynolds Boyd & Weisell (included in Exhibit 8.1).
  
  
  
  
                                          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: April 1, 1997
  
                                           CONSECO, INC.
  
  
  
  
                                            By:  /s/ ROLLIN M. DICK
                                                 ----------------------
                                                 Rollin M. Dick
                                                 Executive Vice President
                                                   and Chief Financial Officer
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  S:\ACCTING\SECRPT\8KAPRIL.TXT
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K OF CONSECO, INC. DATED 4/1/97", "secsgml_size_bytes": 4266}]
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": "97572897"}, "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: April 1, 1997
  
                                    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\8KAPRIL.TXT
  CONSECO, INC. AND SUBSIDIARIES
  
  ITEM 5.  OTHER EVENTS.
  
       On April 1, 1997, Conseco,  Inc.  ("Conseco") announced  the closing of the
  public offering by Conseco  Financing Trust III, a subsidiary  trust of Conseco,
  of $300 million of 8.796% Capital  Securities of Conseco  Financing Trust III at
  $1,000  per  security.   Each  Capital   Security  will  pay   cumulative   cash
  distributions  at  the  annual  rate  of  8.796  percent  of the  stated  $1,000
  liquidiation amount per security,  payable  semi-annually  commencing October 1,
  1997.  The  Capital  Securities  are fully  and  unconditionally  guaranteed  by
  Conseco.  Proceeds  from the offering of  approximately  $296.7  million  (after
  underwriting and other associated costs) will be used to repay bank debt.
  
                                          2
  CONSECO, INC. AND SUBSIDIARIES
  
  ITEM 7(c).      EXHIBITS.
  
  1.1       Underwriting  Agreement  for   $300,000,000  of Capital  Securities of
            Conseco Financing Trust III, dated March 26, 1997.
  
  4.14.1    First Amendment  dated as  of  March 10, 1997, to the Credit Agreement
            among the Registrant,  Bank  of  America  National  Trust  and Savings
            Association,  First  Union  National  Bank  of  North   Carolina   and
            Nationsbank, N.A. dated November 22, 1996.
  
  4.17.6    Third Supplemental  Indenture,   dated as  of  March 26, 1997, between
            Conseco, Inc. and Fleet National Bank, as Trustee.
  
  4.17.7    8.796% Subordinated Deferrable Interest Debenture due 2027.
  
  4.20.1    Amended and Restated Declaration of Trust of  Conseco  Financing Trust
            III, dated as of March 26, 1997, among Conseco, Inc.,as sponsor, the
            Trustees  named therein and the holders from time to time of undivided
            beneficial interests in the assets of Conseco Financing Trust III.
  
  4.20.2    Global   Certificate  for  Capital   Security  of  Conseco   Financing
            Trust III.
  
  4.20.3    Capital  Securities  Guarantee  Agreement,  dated as of April 1, 1997,
            between Conseco, Inc. and Fleet National Bank.
  
  5.1       Opinion of Richards, Layton & Finger, P.A.
  
  8.1       Opinion of Locke Reynolds Boyd & Weisell as to certain federal income
            taxation matters.
  
  23.1      Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.1).
  
  23.2      Consent of Locke Reynolds Boyd & Weisell (included in Exhibit 8.1).
  
                                          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: April 1, 1997
  
                                           CONSECO, INC.
  
                                            By:  /s/ ROLLIN M. DICK
                                                 ----------------------
                                                 Rollin M. Dick
                                                 Executive Vice President
                                                   and Chief Financial Officer
  
  S:\ACCTING\SECRPT\8KAPRIL.TXT