CONSECO FUND GROUP
497, 1998-01-20
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                               CONSECO FUND GROUP
                                 CLASS A SHARES
                                   Equity Fund
                              Asset Allocation Fund
                                Fixed Income Fund
                      Supplement Dated January 20, 1998 to
                         Prospectus dated August 6, 1997

The sections  regarding the purchase of Class A shares are revised to reduce the
minimum  purchase  amount from $500 to $250,  and to change  certain  provisions
regarding  the  sales  charge  for  Class A  shares.  The fee table on page 2 is
revised to be read as follows:

FEE TABLE

         The   following   fee  table  is  provided  to  assist   investors   in
understanding  the various  costs and  expenses  which may be borne  directly or
indirectly by an investment in Class A shares of the Funds.

<TABLE>
<CAPTION>

                                                                                    Asset         Fixed
        Shareholder Transaction Expenses                              Equity      Allocation     Income
        --------------------------------                              ------      ----------     ------    
        <S>                                                           <C>         <C>            <C>
        Maximum Sales Charge Imposed on Purchases (as a               5.75%          5.75%        5.00%
        percentage of offering price)

        Maximum Sales Charge Imposed on Reinvested Dividends
        (as a percentage of offering price)
                                                                       None          None         None

        Deferred Sales Charge                                          None          None         None

        Redemption Fees                                                None          None         None
</TABLE>


The section (pages 12-13) is revised to be read as follows:

PURCHASE AND REDEMPTION OF SHARES


How to Buy Shares

         You may purchase  shares from any broker,  dealer,  or other  financial
intermediary that has a selling agreement with the Distributor.  These firms may
charge for their services in connection  with your purchase  order. In addition,
as  discussed  below,  an account may be opened for the  purchase of shares of a
Fund by mailing to the Conseco Fund Group,  PO Box 8017,  Boston,  Massachusetts
02266-8017,  a  completed  account  application  and  a  check  payable  to  the
appropriate Fund. Or you may telephone (800) 986-3384 to obtain the number of an

<PAGE>

account to which you can wire or electronically  transfer funds and then send in
a completed application.

         Purchase  orders for all Funds are  accepted  only on a business day as
defined below.  Orders for shares  received by the Funds'  Transfer Agent on any
business  day  prior  to the  close of  regular  trading  on the New York  Stock
Exchange (the "NYSE")  (normally 4:00 p.m. Eastern Time) will receive that day's
offering  price,  which is net asset  value plus any  applicable  sales  charge.
Orders  received by the Transfer Agent after such time but prior to the close of
business on the next business day will receive the next business  day's offering
price.  If you  purchase  shares  through  a broker,  dealer or other  financial
intermediary,  that firm is responsible for forwarding  payment  promptly to the
Transfer  Agent.  A  "business  day" is any day on  which  the  NYSE is open for
business.  It is anticipated  that the NYSE will be closed Saturdays and Sundays
and on days on which the NYSE  observes New Year's Day,  President's  Day,  Good
Friday,  Memorial  Day,  Independence  Day,  Labor  Day,  Thanksgiving  Day  and
Christmas Day.

         The  minimum  initial  investment  by a  shareholder  is $250,  and the
minimum  subsequent  investment  is $50.  These  requirements  may be changed or
waived at any time at the  discretion  of a Fund's  officers.  Each Fund and the
Distributor  or Transfer  Agent  reserves  the right to reject any order for the
purchase of shares in whole or in part.  The Trust  reserves the right to cancel
any purchase order for which payment has not been received by the third business
day following  placement of the order.  The offering price of Class A is the net
asset value plus a varying sales charge,  depending on the amount invested.  The
sales charge applicable to shares of Class A is determined as follows:



              Sales Charge - Equity Fund and Asset Allocation Fund

                         As % of Public  As % of Net      Dealer Reallowance
                         Offering Price  Amount Invested  As % of Offering Price
                         --------------   --------------- ----------------------
On purchases of:

   $250 - 50,000              5.75%              6.10%            5.00%

   $50,000 - 100,000          4.50%              4.71%            3.75%

   $100,000 - 250,000         3.50%              3.63%            2.75%

   $250,000 - 500,000         2.50%              2.56%            2.00%

   Over $500,000              None               None            1.00%



                                                                               
<PAGE>



                        Sales Charge - Fixed Income Fund

                        As % of Public   As % of Net      Dealer Reallowance
                        Offering Price   Amount Invested  As % of Offering Price
                        --------------   ---------------  ----------------------
On purchases of:

   $250 - 50,000               5.00%             5.56%                 4.50%

   $50,000 - 100,000           4.50%             4.71%                 3.75%

   $100,000 - 250,000          3.50%             3.63%                 2.75%

   $250,000 - 500,000          2.50%             2.56%                 2.00%

   Over $500,000               None               None                 1.00%


         The sales charge assessed upon the purchase of shares of Class A is not
an  expense  of Class A and has no effect  on the net  asset  value of shares of
Class A. The  Distributor  may allow the  selling  broker,  dealer or  financial
intermediary to retain 100% of the sales charge.  This may result in the selling
firm being  considered  an  underwriter  under the  Securities  Act of 1933,  as
amended.

         The  Distributor  may provide  promotional  incentives  including  cash
compensation  in excess of the  applicable  sales  charge  to  certain  brokers,
dealers  or  financial  intermediaries  whose  representatives  have sold or are
expected  to sell  significant  amounts  of shares of one or more of the  Funds.
Other  programs  may  provide,   subject  to  certain   conditions,   additional
compensation  to  brokers,  dealers,  or  financial  intermediaries  based  on a
combination of aggregate  shares sold and increases of assets under  management.
All of the above payments will be made by the  Distributor or its affiliates out
of their own assets.  These  programs will not change the price an investor will
pay for shares or the amount that a Fund will receive from such sale.

         You  will  receive  a  confirmation  of each  new  transaction  in your
account,  which  will also show you the  number of Fund  shares  you own and the
number  of shares  being  held in  safekeeping  by the  Transfer  Agent for your
account. You may rely on these confirmations in lieu of certificates as evidence
of your ownership.
Certificates representing shares of the Funds will not be issued.

         The section regarding investment performance relating to Class A shares
(pages 19-21) is revised to be read as follows:


THE ADVISER'S INVESTMENT PERFORMANCE

         The Funds  commenced  operations on January 2, 1997.  The total returns
for Class A of the Funds for the period  from  January 2, 1997 to June 30,  1997



                                                                               
<PAGE>

assuming the maximum initial sales charge were 2.26%, .52% and -1.80% for Equity
Fund,  Asset  Allocation  Fund and Fixed  Income Fund,  respectively.  The total
returns for Class A of the Funds for that period  with no initial  sales  charge
were 8.5%,  6.65% and 3.41% for Equity  Fund,  Asset  Allocation  Fund and Fixed
Income Fund, respectively.

          The total returns for Class A of the Funds for the period from January
2, 1997 to September  30, 1997  assuming the maximum  initial  sales charge were
22.71%,  14.48% and 1.33% for Equity  Fund,  Asset  Allocation  Fund,  and Fixed
Income Fund,  respectively.  The total returns for Class A of the Funds for that
period with no initial  sales charge were 30.20%,  21.46%,  and 6.71% for Equity
Fund, Asset Allocation Fund, and Fixed Income Fund, respectively.

         The  Equity  Fund,  Asset  Allocation  Fund and Fixed  Income  Fund are
modeled after  previously  existing  funds of the Conseco Series Trust (the "CST
Funds")  that are  managed by the  Adviser and have  investment  objectives  and
policies  substantially  similar to the  corresponding  Funds. The CST Funds are
used as investment vehicles for the assets of variable annuity and variable life
insurance contracts issued by Conseco affiliates.

         Below you will find information about the performance of the CST Funds.
Although  the  Funds  offered  by this  Prospectus  have  substantially  similar
investment  objectives and policies,  the same  investment  adviser and the same
portfolio  managers as the  corresponding  CST Funds, you should not assume that
the Funds will have the same future  performance as the CST Funds.  For example,
any Fund's future performance may be greater or less than the performance of the
corresponding  CST Fund due to, among other things,  differences in expenses and
cash  flows  between  a Fund and the  corresponding  CST  Fund.  Moreover,  past
performance  information is based on historical  earnings and is not intended to
indicate future performance.

         The investment  characteristics  of each Fund will closely resemble the
investment  characteristics of the corresponding CST Fund. Depending on the Fund
involved,  similarity of investment  characteristics may involve factors such as
industry diversification, portfolio beta, portfolio quality, average maturity of
fixed-income assets, equity/non-equity mixes, and individual holdings.

         The Funds do have differences from the CST Funds,  although the Adviser
does not believe these practices would cause a significant  change in investment
results. Investors should note the following differences from the CST Funds: (1)
the Funds may invest in swaps, caps, floors and collars;  (2) the Funds may lend
portfolio  securities;  and (3) the Funds may sell securities short. See the SAI
for further details about these practices.

         The table below sets forth each Fund, its  corresponding  CST Fund, the
date the Adviser  began  managing the CST Fund  (referred  to as the  "inception
date") and asset size as of September 30, 1997.


                                                                              
<PAGE>



Fund                       Corresponding CST Fund
- ----                       (Inception Date and Asset Size)
                           --------------------------------

Equity Fund                Common Stock Portfolio (November 20, 1991)

                           $225,244,341

Asset Allocation Fund      Asset Allocation Portfolio (November 20, 1991)

                           $25,746,193

Fixed Income Fund          Corporate Bond Portfolio (May 1, 1993)

                           $20,159,512

         The following two tables show the average  annualized total returns for
the CST Funds for the one, three and five year periods ended  September 30, 1997
and for the periods from inception of the CST Funds to September 30, 1997. These
figures are based on the gross  investment  performance  of the CST Funds.  Note
that the actual  investment  performance  experienced  by  investors in variable
annuity and variable life insurance contracts issued by Conseco affiliates would
be lower than the gross investment  performance of the CST Funds due to expenses
at the separate  account level;  these expenses  typically are higher than those
borne by investors in the Funds. From the gross investment  performance figures,
the Total Operating  Expenses  reflected in the fee table herein are deducted to
arrive at the net return.  The first table  reflects a deduction for the maximum
applicable sales charges, while the second table reflects no deduction for sales
charges.  Performance  figures  will be lower when sales  charges are taken into
account.  CST Fund performance does not represent the historical  performance of
the Funds and should not be interpreted as indicative of the future  performance
of the Funds.

Assuming Each Fund's Class A Share Total Operating  Expenses and Maximum Initial
- --------------------------------------------------------------------------------
Sales Charge
- ------------

CST Fund                        1 Year      3 Years     5 Years  Since Inception
                                ------      -------     -------  ---------------

Common Stock Portfolio          32.66%      33.49%      31.98%        22.79%

Asset Allocation Portfolio      22.40%      24.03%      19.07%        16.36%

Corporate Bond Portfolio         5.30%       8.52%       N/A           6.19%



                                                                              
<PAGE>

Assuming  Each Fund's  Class A Share Total  Operating  Expenses  With No Initial
- --------------------------------------------------------------------------------
Sales Charge1/
- ------------

CST Fund                        1 Year      3 Years     5 Years  Since Inception
                                ------      -------     -------  ---------------

Common Stock Portfolio          39.66%      35.78%       33.34%      23.87%

Asset Allocation Portfolio      28.82%      26.18%       20.30%      17.38%

Corporate Bond Portfolio        10.84%      10.40%        N/A         7.44%

- -----------------

1/ Certain persons may purchase Class A shares that are not subject to the Class
A initial  sales  charge (see "Waiver of Class A Initial  Sales  Charge" in this
Prospectus)  and certain  other persons may purchase  Class A shares  subject to
less than the maximum initial sales charge.

         Each of the Funds may from time to time  advertise  certain  investment
performance  information.  Performance  information  may  consist  of yield  and
average  annual  total  return  quotations   reflecting  the  deduction  of  all
applicable  charges over a period of time. A Fund also may use  aggregate  total
return figures for various periods,  representing the cumulative change in value
of an investment in a Fund for the specific period.  Performance information may
be shown in schedules,  charts or graphs.  These figures are based on historical
earnings and are not intended to indicate future performance.

         The "yield" of a Fund refers to the annualized net income  generated by
an  investment  in that Fund  over a  specified  30-day  period,  calculated  by
dividing the net  investment  income per share  earned  during the period by the
maximum offering price per share on the last day of the period.

         The "average annual total return" of a Fund refers to the total rate of
return of an  investment  in the Fund.  The figure is  computed  by  calculating
average annual compounded rates of return over the 1, 5 and 10 year periods that
would  equate to the initial  amount  invested to the ending  redeemable  value,
assuming  reinvestment of all income  dividends and capital gain  distributions.
"Total return"  quotations  reflect the  performance of the Fund and include the
effect of capital changes.

Further  information  about the performance of the Funds is contained in the SAI
and in the Funds' semi-annual and annual reports to shareholders,  which you may

                                                                              
<PAGE>

obtain  without  charge by writing the Funds'  address or calling the  telephone
number set forth on the cover page of this Prospectus.















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