As filed with the Securities and Exchange Commission on August 1, 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)

  Pioneer Financial Services, Inc. Employee Savings and Stock Ownership Plan
   Pioneer Financial Services, Inc. Executive Deferred Compensation Program
                          (Full title of the plans)

                                Karl W. Kindig
                          11825 N. Pennsylvania Street
                              Carmel, Indiana 46032
                     (Name and address of agent for service)
                                 (317) 817-6708
          (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              470,000   shares (1)        Not applicable      $19,064,375 (2)             $5,777.08

-----------------------------------------------------------------------------------------------------------------------------------
<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 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 470,000
          shares being purchased under the Plans at a purchase price of $40.5625
          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, 1996.

          2.      Quarterly  Report on Form 10-Q filed by the  Company  for the
                  quarterly  period  ended March 31, 1997.

          3.      Current Reports on Form 8-K dated April 1, 1997 and April  30,
                  1997.

          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 Karl W.  Kindig,  Senior Vice  President,
Legal of Conseco  Services,  LLC, a wholly owned subsidiary of the Company.  Mr.
Kindig is a full-time  employee of the Company and owns shares and holds options
to purchase shares of Company common stock.

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 30th day of July,
1997.

                                             CONSECO, INC.



                                             By: /S/ROLLIN M. DICK
                                                 -------------------------
                                                 Rollin M. Dick
                                                  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>   

/S/STEPHEN C. HILBERT                          Chairman of the                          July 30, 1997
----------------------                         Board, President and   
Stephen C. Hilbert                             Chief Executive    
                                               Officer (Principal
                                               Executive Officer) 
                                                                  

/S/ROLLIN M. DICK                              Executive Vice                           July 30, 1997
-----------------------                        President, Chief
Rollin M. Dick                                 Financial Officer
                                               and Director     
                                               (Principal Financial
                                               Officer)

/S/JAMES S. ADAMS                              Senior Vice President                    July 30, 1997   
-----------------------                        and Treasurer (Principal
James S. Adams                                 Accounting Officer)
                                               

/S/NGAIRE E. CUNEO                             Director                                 July 30, 1997
-----------------------
Ngaire E. Cuneo


/S/DAVID R. DECATUR                            Director                                 July 30, 1997
-----------------------
David R. Decatur


/S/DONALD F. GONGAWARE                         Director                                 July 30, 1997
-----------------------
Donald F. Gongaware


/S/JOHN M. MUTZ                                Director                                 July 30, 1997
-----------------------
John M. Mutz




                                        5

<PAGE>





/S/M. PHIL HATHAWAY                            Director                                 July 30, 1997
-----------------------
M. Phil Hathaway


/S/JAMES D. MASSEY                             Director                                 July 30, 1997
-----------------------
James D. Massey


/S/DENNIS E. MURRAY, SR.                       Director                                 July 30, 1997
-----------------------
Dennis E. Murray, Sr.




</TABLE>


                                        6

<PAGE>



                                    EXHIBITS



Exhibit No.

          4(a)        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
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 OF CONSECO, INC.", "secsgml_size_bytes": 16647}]
{"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": "S-8", "act": "33", "file-number": "333-32615", "film-number": "97649800"}, "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 August 1, 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)

  Pioneer Financial Services, Inc. Employee Savings and Stock Ownership Plan
   Pioneer Financial Services, Inc. Executive Deferred Compensation Program
                          (Full title of the plans)

                                Karl W. Kindig
                          11825 N. Pennsylvania Street
                              Carmel, Indiana 46032
                     (Name and address of agent for service)
                                 (317) 817-6708
          (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              470,000   shares (1)        Not applicable      $19,064,375 (2)             $5,777.08

-----------------------------------------------------------------------------------------------------------------------------------
(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 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 470,000
          shares being purchased under the Plans at a purchase price of $40.5625
          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, 1996.

          2.      Quarterly  Report on Form 10-Q filed by the  Company  for the
                  quarterly  period  ended March 31, 1997.

          3.      Current Reports on Form 8-K dated April 1, 1997 and April  30,
                  1997.

          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 Karl W.  Kindig,  Senior Vice  President,
Legal of Conseco  Services,  LLC, a wholly owned subsidiary of the Company.  Mr.
Kindig is a full-time  employee of the Company and owns shares and holds options
to purchase shares of Company common stock.

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 30th day of July,
1997.

                                             CONSECO, INC.

                                             By: /S/ROLLIN M. DICK
                                                 -------------------------
                                                 Rollin M. Dick
                                                  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
      ----------                               ----------------                           ----
/S/STEPHEN C. HILBERT                          Chairman of the                          July 30, 1997
----------------------                         Board, President and   
Stephen C. Hilbert                             Chief Executive    
                                               Officer (Principal
                                               Executive Officer) 
                                                                  

/S/ROLLIN M. DICK                              Executive Vice                           July 30, 1997
-----------------------                        President, Chief
Rollin M. Dick                                 Financial Officer
                                               and Director     
                                               (Principal Financial
                                               Officer)

/S/JAMES S. ADAMS                              Senior Vice President                    July 30, 1997   
-----------------------                        and Treasurer (Principal
James S. Adams                                 Accounting Officer)
                                               

/S/NGAIRE E. CUNEO                             Director                                 July 30, 1997
-----------------------
Ngaire E. Cuneo

/S/DAVID R. DECATUR                            Director                                 July 30, 1997
-----------------------
David R. Decatur

/S/DONALD F. GONGAWARE                         Director                                 July 30, 1997
-----------------------
Donald F. Gongaware

/S/JOHN M. MUTZ                                Director                                 July 30, 1997
-----------------------
John M. Mutz

                                        5
/S/M. PHIL HATHAWAY                            Director                                 July 30, 1997
-----------------------
M. Phil Hathaway

/S/JAMES D. MASSEY                             Director                                 July 30, 1997
-----------------------
James D. Massey

/S/DENNIS E. MURRAY, SR.                       Director                                 July 30, 1997
-----------------------
Dennis E. Murray, Sr.
6
EXHIBITS

Exhibit No.

          4(a)        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