content: <PAGE> 1
  
  
  
  
                      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):  
                               December 23, 1994
  
  
  
                                 CONSECO, INC.
  
                            State of Incorporation:
                                    Indiana
  
  
       Commission File                                      IRS Employer Id.
         No. 1-9250                                          No. 35-1468632
  
                    Address of Principal Executive Offices:
                        11825 North Pennsylvania Street
                            Carmel, Indiana  46032
  
                                 Telephone No.
                                (317) 817-6100
  
  
  
  
  <PAGE>
  <PAGE> 2
                             CONSECO, INC. AND SUBSIDIARIES
  
                                                         
  
  
  ITEM 5.  OTHER EVENTS.
  
  
        On December 23, 1994, Conseco, Inc. ("Conseco") completed the sale of its
  40 percent equity interest in Western National Corporation ("WNC") to American
  General Corporation for $274.4 million in cash, or $11.00 for each of the
  24,947,500 WNC shares owned by Conseco.  Conseco expects to recognize a nominal
  after-tax gain from the sale.  Net cash proceeds from the sale (after taxes and
  expenses) will be used for general corporate purposes, including repurchases
  of Conseco common stock.
  
        As disclosed in Conseco's Form 8-K dated February 15, 1994, Conseco had
  previously sold a 60 percent interest in WNC.  After the sale of its 40 percent
  equity interest on December 23, 1994, Conseco no longer has an equity interest
  in WNC.
  
        In connection with this transaction, Conseco agreed to a number of
  revisions to its insurance services agreement with WNC.   The revisions include
  a reduction, effective January 1, 1995, in the investment services annual
  management fees charged to WNC from the current rate (based on progressively
  lower rates at increasing levels of the investment portfolio, such rates for
  the current portfolio level average about 18 basis points and for additional
  amounts in the portfolio would be 10 basis points) to a flat rate of 10 basis
  points.  The revisions also permit the termination of the insurance services
  agreement as early as July 1996, without penalty, as opposed to the prior
  10-year agreement, which was terminable after five years with penalty.   
  
  ITEM 7(c).  EXHIBIT.
  
        10.35   Stock Purchase Agreement dated December 2, 1994, between       
                American General Corporation and Conseco Investment Holding    
                Company.
  
  <PAGE>
  <PAGE> 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:  January 9, 1995
                                              CONSECO, INC.
  
                                           By: /S/ROLLIN M. DICK               
                                               --------------------  
                                               Rollin M. Dick
                                               Executive Vice President
                                                  and Chief Financial Officer
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text: 1
  
                      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):  
                               December 23, 1994
  
                                 CONSECO, INC.
  
                            State of Incorporation:
                                    Indiana
  
       Commission File                                      IRS Employer Id.
         No. 1-9250                                          No. 35-1468632
  
                    Address of Principal Executive Offices:
                        11825 North Pennsylvania Street
                            Carmel, Indiana  46032
  
                                 Telephone No.
                                (317) 817-6100
  2
                             CONSECO, INC. AND SUBSIDIARIES
  
                                                         
  
  ITEM 5.  OTHER EVENTS.
  
        On December 23, 1994, Conseco, Inc. ("Conseco") completed the sale of its
  40 percent equity interest in Western National Corporation ("WNC") to American
  General Corporation for $274.4 million in cash, or $11.00 for each of the
  24,947,500 WNC shares owned by Conseco.  Conseco expects to recognize a nominal
  after-tax gain from the sale.  Net cash proceeds from the sale (after taxes and
  expenses) will be used for general corporate purposes, including repurchases
  of Conseco common stock.
  
        As disclosed in Conseco's Form 8-K dated February 15, 1994, Conseco had
  previously sold a 60 percent interest in WNC.  After the sale of its 40 percent
  equity interest on December 23, 1994, Conseco no longer has an equity interest
  in WNC.
  
        In connection with this transaction, Conseco agreed to a number of
  revisions to its insurance services agreement with WNC.   The revisions include
  a reduction, effective January 1, 1995, in the investment services annual
  management fees charged to WNC from the current rate (based on progressively
  lower rates at increasing levels of the investment portfolio, such rates for
  the current portfolio level average about 18 basis points and for additional
  amounts in the portfolio would be 10 basis points) to a flat rate of 10 basis
  points.  The revisions also permit the termination of the insurance services
  agreement as early as July 1996, without penalty, as opposed to the prior
  10-year agreement, which was terminable after five years with penalty.   
  
  ITEM 7(c).  EXHIBIT.
  
        10.35   Stock Purchase Agreement dated December 2, 1994, between       
                American General Corporation and Conseco Investment Holding    
                Company.
  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:  January 9, 1995
                                              CONSECO, INC.
  
                                           By: /S/ROLLIN M. DICK               
                                               --------------------  
                                               Rollin M. Dick
                                               Executive Vice President
                                                  and Chief Financial Officer