As filed with the Securities and Exchange Commission on August 16, 1996
                              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)

  Life Partners Group, Inc. 1992 Incentive and Non-Statutory Stock Option 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
<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------
                                                     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    564,531 shares (1)        (2)           $12,565,022 (2)           $4,333

- -----------------------------------------------------------------------------------------------------------------
<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
          564,531 shares which may be purchased under options  outstanding under
          the plan,  which have an average option exercise price of $22.4186 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 and June 30, 1996.

          3.      Current  Reports on Form 8-K dated January 17, March 11, March
                  14, April 10 and August 2, 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  1,406,900  shares of Common  Stock and owns  708,629  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  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

                                        2

<PAGE>



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;

          Provided, however, that paragraphs (1)(i) and (ii) do not apply if the
information required to be included in a post-

                                        3

<PAGE>



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 15th day of August,
1996.

                                                   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             August 15, 1996
Stephen C. Hilbert       Board, President and
                         Chief Executive
                         Officer (Principal
                         Executive Officer)
/s/ ROLLIN M. DICK
- ------------------       Executive Vice              August 15, 1996
Rollin M. Dick           President, Chief
                         Financial Officer
                         and Director
                         (Principal Financial
                         Officer and
                         Principal Accounting
                         Officer)

/s/ NGAIRE E. CUNEO
- --------------------     Director                    August 15, 1996
Ngaire E. Cuneo


                         Director                    August   , 1996
David R. Decatur


                         Director                    August   , 1996
Louis P. Ferrero

/s/ DONALD F GONGAWARE
- ----------------------   Director                    August 15, 1996
Donald F. Gongaware



                                        5

<PAGE>






                         Director                    August   , 1996
M. Phil Hathaway


                         Director                    August   , 1996
James D. Massey


/s/DENNIS E. MURRAY, SR. Director                    August 15, 1996
- ------------------------
Dennis E. Murray, Sr.




                                        6

<PAGE>


                                    EXHIBITS



Exhibit No.

          4(a)      Life Partners  Group,  Inc. 1992 Incentive and  Nonstatutory
                    Stock  Option Plan is  incorporated  herein by  reference to
                    Amendment  No. 5 to the  Registration  Statement on Form S-1
                    (No. 33-47621).

          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



G:\LEGAL\FORM.S-8\CNCLPG.NQU
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 OF CONSECO, INC.", "secsgml_size_bytes": 15742}]
{"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": "333-10297", "film-number": "96616731"}, "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 16, 1996
                              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)

  Life Partners Group, Inc. 1992 Incentive and Non-Statutory Stock Option 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    564,531 shares (1)        (2)           $12,565,022 (2)           $4,333

- -----------------------------------------------------------------------------------------------------------------
(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
          564,531 shares which may be purchased under options  outstanding under
          the plan,  which have an average option exercise price of $22.4186 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 and June 30, 1996.

          3.      Current  Reports on Form 8-K dated January 17, March 11, March
                  14, April 10 and August 2, 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  1,406,900  shares of Common  Stock and owns  708,629  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  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

                                        2
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;

          Provided, however, that paragraphs (1)(i) and (ii) do not apply if the
information required to be included in a post-

                                        3
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 15th day of August,
1996.

                                                   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             August 15, 1996
Stephen C. Hilbert       Board, President and
                         Chief Executive
                         Officer (Principal
                         Executive Officer)
/s/ ROLLIN M. DICK
- ------------------       Executive Vice              August 15, 1996
Rollin M. Dick           President, Chief
                         Financial Officer
                         and Director
                         (Principal Financial
                         Officer and
                         Principal Accounting
                         Officer)

/s/ NGAIRE E. CUNEO
- --------------------     Director                    August 15, 1996
Ngaire E. Cuneo

                         Director                    August   , 1996
David R. Decatur

                         Director                    August   , 1996
Louis P. Ferrero

/s/ DONALD F GONGAWARE
- ----------------------   Director                    August 15, 1996
Donald F. Gongaware

                                        5
Director                    August   , 1996
M. Phil Hathaway

                         Director                    August   , 1996
James D. Massey

/s/DENNIS E. MURRAY, SR. Director                    August 15, 1996
- ------------------------
Dennis E. Murray, Sr.

                                        6
EXHIBITS

Exhibit No.

          4(a)      Life Partners  Group,  Inc. 1992 Incentive and  Nonstatutory
                    Stock  Option Plan is  incorporated  herein by  reference to
                    Amendment  No. 5 to the  Registration  Statement on Form S-1
                    (No. 33-47621).

          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

G:\LEGAL\FORM.S-8\CNCLPG.NQU