As filed with the Securities and Exchange Commission on March 13, 1997
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933


                                  CONSECO, INC.
             (Exact name of registrant as specified in its charter)

                   Indiana                          35-1468632
          (State of Incorporation)                  (I.R.S. Employer
                                                    Identification No.)
        11825 N. Pennsylvania Street
               Carmel, Indiana                         46032
  (Address of Principal Executive Offices)           (Zip Code)

       Capitol American Financial Corporation 1992 Equity Participation Plan
                          (Full title of the plan)

                                Lawrence W. Inlow
                          11825 N. Pennsylvania Street
                              Carmel, Indiana 46032
                     (Name and address of agent for service)
                                 (317) 817-6163
          (Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>

                                          CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
                                                                     Proposed            Proposed
                                                                      Maximum             Maximum
                                            Amount                   Offering            Aggregate
       Title of Securities                   to be                     Price             Offering                     Amount of
        to be Registered                  Registered                 Per Share             Price                  Registration Fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                               <C>              <C>                      <C>    

Common Stock, no par value          225,285 shares (1)               Not applicable   $5,395,330  (2)          $1,635   

-----------------------------------------------------------------------------------------------------------------------------------
<FN>

(1)       Subject to  increase  (or  decrease)  in  accordance  with Rule 416 of
          Regulation  C to  reflect  a  merger,  consolidation,  reorganization,
          recapitalization,  stock dividend,  stock split or other change in the
          corporate structure of the Registrant which results in a change in the
          number of shares  issuable  pursuant to  outstanding  awards under the
          Plan.
(2)       Estimated  solely for the purpose of calculating the  registration fee
          pursuant to Rule 457(h) (1) of  Regulation  C, on the basis of 225,285 
          shares  which may be purchased  under  options  outstanding  under the
          plan,  which have an average  option  exercise  price of $23.94896 per
          share.

</FN>
</TABLE>


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

          The documents  listed below are hereby  incorporated by reference into
this Registration Statement:

          1.      Annual Report on Form 10-K of Conseco, Inc. (the
                  "Company" or the "Registrant") for the year ended
                  December 31, 1995.

          2.      Quarterly  Reports on Form 10-Q filed by the  Company  for the
                  quarterly  periods  ended March 31, June 30 and  September 30,
                  1996.

          3.      Current Reports on Form 8-K dated January 17, 1996,  March 11,
                  1996, March 14, 1996, April 10, 1996,  August 2, 1996,  August
                  25, 1996,  September 25, 1996,   November 15,  1996,  November
                  19, 1996, December  15,  1996, December 17, 1996, December 23,
                  1996 and December 31, 1996.

          4.      The  description of the Company's  common stock,  no par value
                  (the "Common Stock"),  contained in its Registration Statement
                  on Form 8-A filed  with the  Commission  on August  27,  1986,
                  including any reports filed under the Securities  Exchange Act
                  of 1934, as amended (the "Exchange  Act"),  for the purpose of
                  updating such description.

          All  documents  filed  subsequent  to the  foregoing  by  the  Company
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
registered  have been sold or which  deregisters  all securities  then remaining
unsold,  shall be deemed to be incorporated by reference into this  Registration
Statement and to be a part hereof from the date of filing of such documents.

Item 4.   Description of Securities.

                                  (See Item 3)

Item 5.   Interests of Named Experts and Counsel.

          Certain legal matters in connection with the securities offered hereby
will be passed upon for the Company by Lawrence W. Inlow,  Esq.,  Executive Vice
President  and  General  Counsel of the  Company.  Mr.  Inlow  holds  options to
purchase  2,813,800  shares of Common  Stock and owns 1,616,348 shares of Common
Stock directly and indirectly.

Item 6.   Indemnification of Directors and Officers.

          The Indiana Business  Corporation Law grants  authorization to Indiana
corporations to indemnify officers and directors from

                                        2

<PAGE>



liability  for their  conduct if such  conduct  was in good faith and was in the
corporation's  best  interests or, in the case of directors,  was not opposed to
such best  interests,  and permits the purchase of insurance in this regard.  In
addition,  the  shareholders of a corporation may approve the inclusion of other
or additional  indemnification  provisions in the articles of incorporation  and
by-laws.

          The Code of By-Laws of the Registrant provides for the indemnification
of any person made a party to any action,  suit or  proceeding  by reason of the
fact that he is a director, officer or employee of the Registrant,  unless it is
adjudged  in such  action,  suit or  proceeding  that such  person is liable for
negligence or misconduct in the performance of his duties. Such  indemnification
shall be against the reasonable expenses, including attorneys' fees, incurred by
such person in connection  with the defense of such action,  suit or proceeding.
In some  circumstances,  the  Registrant  may  reimburse any such person for the
reasonable  costs of settlement  of any such action,  suit or  proceeding,  if a
majority  of  the  members  of  the  Board  of  Directors  not  involved  in the
controversy  shall determine that it was in the interests of the Registrant that
such  settlement  be made and that such person was not guilty of  negligence  or
misconduct.

Item 7.   Exemption from Registration Claimed.

                                 Not Applicable

Item 8.   Exhibits.

          See the Exhibit Index  immediately  following  the signature  pages to
this Registration Statement.

Item 9.           Undertakings.

          The undersigned Registrant hereby undertakes:

          (1)     To file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   Registration
                  Statement:

                  (i) To include any prospectus required by Section
                  10(a)(3) of the Securities Act of 1933 (the "Act");

                  (ii) To reflect in the  prospectus any facts or events arising
                  after the effective  date of this  Registration  Statement (or
                  the  most  recent  post-effective  amendment  thereof)  which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in this  Registration
                  Statement;

                  (iii) To include any material  information with respect to the
                  plan  of  distribution   not  previously   disclosed  in  this
                  Registration   Statement  or  any  material   change  to  such
                  information in this Registration Statement;

                                        3

<PAGE>




          Provided, however, that paragraphs (1)(i) and (ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference into this Registration Statement.

          (2) That, for the purpose of determining  any liability under the Act,
each such  post-effective  amendment  shall be  deemed to be a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

          (4) That,  for purposes of  determining  any liability  under the Act,
each filing of the  Registrant's  annual  report  pursuant  to Section  13(a) or
Section  15(d) of the Exchange  Act (and,  where  applicable,  each filing of an
employee  benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this  Registration  Statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
herein,  and the offering of such  securities at that time shall be deemed to be
the initial bona fide offering thereof.

          (5) Insofar as indemnification  for liabilities  arising under the Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                        4

<PAGE>



                                   SIGNATURES


          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Carmel,  State of Indiana,  on the 13th day of 
March, 1997.

                                             CONSECO, INC.



                                             By: /s/ LAWRENCE W. INLOW
                                                 -------------------------
                                                 Lawrence W. Inlow
                                                  Executive Vice President

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.
<TABLE>
<CAPTION>

      Signatures                               Title (Capacity)                           Date
      ----------                               ----------------                           ----
<S>                                           <C>                                      <C>   

*                                              Chairman of the                          March 13, 1997
----------------------
Stephen C. Hilbert                             Board, President and
                                               Chief Executive
                                               Officer (Principal
                                               Executive Officer)

*                                              Executive Vice                           March 13, 1997
-----------------------
Rollin M. Dick                                 President, Chief
                                               Financial Officer
                                               and Director
                                               (Principal Financial
                                               Officer and
                                               Principal Accounting
                                               Officer)


*                                              Director                                 March 13, 1997
-----------------------
Ngaire E. Cuneo


*                                              Director                                 March 13, 1997
-----------------------
David R. Decatur


*                                              Director                                 March 13, 1997
-----------------------
Donald F. Gongaware


                                               Director                                 March 13, 1997
-----------------------
John M. Mutz




               5

<PAGE>





*                                              Director                                 March 13, 1997
-----------------------
M. Phil Hathaway


*                                              Director                                 March 13, 1997
-----------------------
James D. Massey


*                                              Director                                 March 13, 1997
-----------------------
Dennis E. Murray, Sr.



*By:  /s/ KARL W. KINDIG    
      ----------------------
      Karl W. Kindig     
      Attorney-in-Fact

</TABLE>


                                        6

<PAGE>



                                    EXHIBITS



Exhibit No.

          4(a)    Capitol   American   Financial   Corporation    1992    Equity
                  Participation  Plan  incorporated  by  reference  from Capitol
                  American  Financial  Corporation's  Registration  Statement on
                  Form S-1, File No. 33-54254.

          4(b)    Amended  and  Restated  Articles  of   Incorporation   of  the
                  Registrant  were filed with the Commission as Exhibit  3.1  to
                  the  Registration   Statement  on  Form  S-2,   No.   33-8498;
                  Articles of Amendment  thereto,  as  filed   September 9, 1988
                  with the  Indiana  Secretary  of State,   were filed  with the
                  Commission  as  Exhibit  3.1.1  to  the  Registrant's   Annual
                  Report  on  Form  10-K  for   1988;   Articles   of  Amendment
                  thereto,  as filed June 13, 1989  with  the Indiana  Secretary
                  of State, were filed with  the Commission  as Exhibit 3.1.2 to
                  the  Registrant's  Report  on  Form 10-Q for the quarter ended
                  June 30, 1989;  Articles  of  Amendment thereto, as filed June
                  29, 1993  with  the  Indiana  Secretary  of State,  were filed
                  with  the  Commission  as Exhibit  3.1.3 to  the  Registrant's
                  Report on Form 10-Q for the quarter   ended  June  30,   1993;
                  and  Articles of Amendment  thereto  relating  to  the  PRIDES
                  were  filed  with the Commission  as  Exhibit  3.(i).3  to the
                  Registrant's Report on  Form  8-K  dated January 17, 1996, and
                  are incorporated herein by this reference.


         5(a)     Opinion of Counsel re:  legality

          23(a)   Consent of Counsel [See Exhibit 5(a)]

          23(b)   Consent of Independent Accountants

          24      Powers of Attorney  of  Stephen  C.  Hilbert,  Rollin M. Dick,
                  Ngaire  E.  Cuneo,  David R.  DeCatur,  Donald  F.  Gongaware,
                  M. Phil Hathaway, James  D.  Massey and  Dennis E. Murray, Sr.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 OF CONSECO, INC.", "secsgml_size_bytes": 17386}]
{"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": "S-8", "act": "33", "file-number": "333-23251", "film-number": "97555980"}, "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"}}
As filed with the Securities and Exchange Commission on March 13, 1997
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933

                                  CONSECO, INC.
             (Exact name of registrant as specified in its charter)

                   Indiana                          35-1468632
          (State of Incorporation)                  (I.R.S. Employer
                                                    Identification No.)
        11825 N. Pennsylvania Street
               Carmel, Indiana                         46032
  (Address of Principal Executive Offices)           (Zip Code)

       Capitol American Financial Corporation 1992 Equity Participation Plan
                          (Full title of the plan)

                                Lawrence W. Inlow
                          11825 N. Pennsylvania Street
                              Carmel, Indiana 46032
                     (Name and address of agent for service)
                                 (317) 817-6163
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
                                                                     Proposed            Proposed
                                                                      Maximum             Maximum
                                            Amount                   Offering            Aggregate
       Title of Securities                   to be                     Price             Offering                     Amount of
        to be Registered                  Registered                 Per Share             Price                  Registration Fee
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value          225,285 shares (1)               Not applicable   $5,395,330  (2)          $1,635   

-----------------------------------------------------------------------------------------------------------------------------------
(1)       Subject to  increase  (or  decrease)  in  accordance  with Rule 416 of
          Regulation  C to  reflect  a  merger,  consolidation,  reorganization,
          recapitalization,  stock dividend,  stock split or other change in the
          corporate structure of the Registrant which results in a change in the
          number of shares  issuable  pursuant to  outstanding  awards under the
          Plan.
(2)       Estimated  solely for the purpose of calculating the  registration fee
          pursuant to Rule 457(h) (1) of  Regulation  C, on the basis of 225,285 
          shares  which may be purchased  under  options  outstanding  under the
          plan,  which have an average  option  exercise  price of $23.94896 per
          share.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

          The documents  listed below are hereby  incorporated by reference into
this Registration Statement:

          1.      Annual Report on Form 10-K of Conseco, Inc. (the
                  "Company" or the "Registrant") for the year ended
                  December 31, 1995.

          2.      Quarterly  Reports on Form 10-Q filed by the  Company  for the
                  quarterly  periods  ended March 31, June 30 and  September 30,
                  1996.

          3.      Current Reports on Form 8-K dated January 17, 1996,  March 11,
                  1996, March 14, 1996, April 10, 1996,  August 2, 1996,  August
                  25, 1996,  September 25, 1996,   November 15,  1996,  November
                  19, 1996, December  15,  1996, December 17, 1996, December 23,
                  1996 and December 31, 1996.

          4.      The  description of the Company's  common stock,  no par value
                  (the "Common Stock"),  contained in its Registration Statement
                  on Form 8-A filed  with the  Commission  on August  27,  1986,
                  including any reports filed under the Securities  Exchange Act
                  of 1934, as amended (the "Exchange  Act"),  for the purpose of
                  updating such description.

          All  documents  filed  subsequent  to the  foregoing  by  the  Company
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
registered  have been sold or which  deregisters  all securities  then remaining
unsold,  shall be deemed to be incorporated by reference into this  Registration
Statement and to be a part hereof from the date of filing of such documents.

Item 4.   Description of Securities.

                                  (See Item 3)

Item 5.   Interests of Named Experts and Counsel.

          Certain legal matters in connection with the securities offered hereby
will be passed upon for the Company by Lawrence W. Inlow,  Esq.,  Executive Vice
President  and  General  Counsel of the  Company.  Mr.  Inlow  holds  options to
purchase  2,813,800  shares of Common  Stock and owns 1,616,348 shares of Common
Stock directly and indirectly.

Item 6.   Indemnification of Directors and Officers.

          The Indiana Business  Corporation Law grants  authorization to Indiana
corporations to indemnify officers and directors from

                                        2
liability  for their  conduct if such  conduct  was in good faith and was in the
corporation's  best  interests or, in the case of directors,  was not opposed to
such best  interests,  and permits the purchase of insurance in this regard.  In
addition,  the  shareholders of a corporation may approve the inclusion of other
or additional  indemnification  provisions in the articles of incorporation  and
by-laws.

          The Code of By-Laws of the Registrant provides for the indemnification
of any person made a party to any action,  suit or  proceeding  by reason of the
fact that he is a director, officer or employee of the Registrant,  unless it is
adjudged  in such  action,  suit or  proceeding  that such  person is liable for
negligence or misconduct in the performance of his duties. Such  indemnification
shall be against the reasonable expenses, including attorneys' fees, incurred by
such person in connection  with the defense of such action,  suit or proceeding.
In some  circumstances,  the  Registrant  may  reimburse any such person for the
reasonable  costs of settlement  of any such action,  suit or  proceeding,  if a
majority  of  the  members  of  the  Board  of  Directors  not  involved  in the
controversy  shall determine that it was in the interests of the Registrant that
such  settlement  be made and that such person was not guilty of  negligence  or
misconduct.

Item 7.   Exemption from Registration Claimed.

                                 Not Applicable

Item 8.   Exhibits.

          See the Exhibit Index  immediately  following  the signature  pages to
this Registration Statement.

Item 9.           Undertakings.

          The undersigned Registrant hereby undertakes:

          (1)     To file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   Registration
                  Statement:

                  (i) To include any prospectus required by Section
                  10(a)(3) of the Securities Act of 1933 (the "Act");

                  (ii) To reflect in the  prospectus any facts or events arising
                  after the effective  date of this  Registration  Statement (or
                  the  most  recent  post-effective  amendment  thereof)  which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in this  Registration
                  Statement;

                  (iii) To include any material  information with respect to the
                  plan  of  distribution   not  previously   disclosed  in  this
                  Registration   Statement  or  any  material   change  to  such
                  information in this Registration Statement;

                                        3
Provided, however, that paragraphs (1)(i) and (ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference into this Registration Statement.

          (2) That, for the purpose of determining  any liability under the Act,
each such  post-effective  amendment  shall be  deemed to be a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

          (4) That,  for purposes of  determining  any liability  under the Act,
each filing of the  Registrant's  annual  report  pursuant  to Section  13(a) or
Section  15(d) of the Exchange  Act (and,  where  applicable,  each filing of an
employee  benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this  Registration  Statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
herein,  and the offering of such  securities at that time shall be deemed to be
the initial bona fide offering thereof.

          (5) Insofar as indemnification  for liabilities  arising under the Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                        4
SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Carmel,  State of Indiana,  on the 13th day of 
March, 1997.

                                             CONSECO, INC.

                                             By: /s/ LAWRENCE W. INLOW
                                                 -------------------------
                                                 Lawrence W. Inlow
                                                  Executive Vice President

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.
Signatures                               Title (Capacity)                           Date
      ----------                               ----------------                           ----
*                                              Chairman of the                          March 13, 1997
----------------------
Stephen C. Hilbert                             Board, President and
                                               Chief Executive
                                               Officer (Principal
                                               Executive Officer)

*                                              Executive Vice                           March 13, 1997
-----------------------
Rollin M. Dick                                 President, Chief
                                               Financial Officer
                                               and Director
                                               (Principal Financial
                                               Officer and
                                               Principal Accounting
                                               Officer)

*                                              Director                                 March 13, 1997
-----------------------
Ngaire E. Cuneo

*                                              Director                                 March 13, 1997
-----------------------
David R. Decatur

*                                              Director                                 March 13, 1997
-----------------------
Donald F. Gongaware

                                               Director                                 March 13, 1997
-----------------------
John M. Mutz

               5
*                                              Director                                 March 13, 1997
-----------------------
M. Phil Hathaway

*                                              Director                                 March 13, 1997
-----------------------
James D. Massey

*                                              Director                                 March 13, 1997
-----------------------
Dennis E. Murray, Sr.

*By:  /s/ KARL W. KINDIG    
      ----------------------
      Karl W. Kindig     
      Attorney-in-Fact
6
EXHIBITS

Exhibit No.

          4(a)    Capitol   American   Financial   Corporation    1992    Equity
                  Participation  Plan  incorporated  by  reference  from Capitol
                  American  Financial  Corporation's  Registration  Statement on
                  Form S-1, File No. 33-54254.

          4(b)    Amended  and  Restated  Articles  of   Incorporation   of  the
                  Registrant  were filed with the Commission as Exhibit  3.1  to
                  the  Registration   Statement  on  Form  S-2,   No.   33-8498;
                  Articles of Amendment  thereto,  as  filed   September 9, 1988
                  with the  Indiana  Secretary  of State,   were filed  with the
                  Commission  as  Exhibit  3.1.1  to  the  Registrant's   Annual
                  Report  on  Form  10-K  for   1988;   Articles   of  Amendment
                  thereto,  as filed June 13, 1989  with  the Indiana  Secretary
                  of State, were filed with  the Commission  as Exhibit 3.1.2 to
                  the  Registrant's  Report  on  Form 10-Q for the quarter ended
                  June 30, 1989;  Articles  of  Amendment thereto, as filed June
                  29, 1993  with  the  Indiana  Secretary  of State,  were filed
                  with  the  Commission  as Exhibit  3.1.3 to  the  Registrant's
                  Report on Form 10-Q for the quarter   ended  June  30,   1993;
                  and  Articles of Amendment  thereto  relating  to  the  PRIDES
                  were  filed  with the Commission  as  Exhibit  3.(i).3  to the
                  Registrant's Report on  Form  8-K  dated January 17, 1996, and
                  are incorporated herein by this reference.

         5(a)     Opinion of Counsel re:  legality

          23(a)   Consent of Counsel [See Exhibit 5(a)]

          23(b)   Consent of Independent Accountants

          24      Powers of Attorney  of  Stephen  C.  Hilbert,  Rollin M. Dick,
                  Ngaire  E.  Cuneo,  David R.  DeCatur,  Donald  F.  Gongaware,
                  M. Phil Hathaway, James  D.  Massey and  Dennis E. Murray, Sr.