GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT F
485APOS, 1999-01-25
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                                                            File Nos. 333-40309
                                                                      811-08483
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                  [ ]
     Pre-Effective Amendment No.                                         [ ]
     Post-Effective Amendment No. 2                                      [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940          [ ]
     Amendment No. 3                                                     [X]
    
                      (Check appropriate box or boxes.)

     GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT F
     -------------------------------------------------
     (Exact Name of Registrant)
   
     CONSECO VARIABLE INSURANCE COMPANY
     ----------------------------------------
     (Name of Depositor)    

     11825 N. Pennsylvania Street
     Carmel, Indiana                                               46032-4572
     ---------------------------------------------------           ----------
     (Address of Depositor's Principal Executive Offices)          (Zip Code)

Depositor's Telephone Number, including Area Code   (317) 817-3700

     Name and Address of Agent for Service
       Michael A. Colliflower
       Conseco Variable Insurance Company     
       11825 N. Pennsylvania Street
       Carmel, Indiana 46032-4572
       (317) 817-3700

     Copies to:
       Judith A. Hasenauer
       Blazzard, Grodd & Hasenauer, P.C.
       943 Post Road East
       Westport, CT 06880
   

It is proposed that this filing will become effective:

    _____ immediately upon filing pursuant to paragraph (b) of Rule 485
    _____ on (date) pursuant to paragraph (b) of Rule 485
    __X__ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
    _____ on (date) pursuant to paragraph (a)(1) of Rule 485.    

If appropriate, check the following:

    _____ This post-effective amendment designates a new effective date
for a previously filed post-effective amendment.

Title of Securities Being Registered:
     Group and Individual Fixed and Variable Annuity Contracts and Certificates


================================================================================
       


                              CROSS REFERENCE SHEET
                             (required by Rule 495)

<TABLE>
<CAPTION>
ITEM NO.                                                                  Location
<S>              <C>                                                      <C>

                                     PART A

Item 1.          Cover Page                                               Cover Page

Item 2.          Definitions                                              Index of Special Terms

Item 3.          Synopsis                                                 Profile

Item 4.          Condensed Financial Information                          Appendix-Condensed

                                                                          Financial Information
Item 5.          General Description of Registrant,
                 Depositor, and Portfolio Companies                       Other Information -
                                                                          Conseco Variable; The 
                                                                          Separate Accounts;
                                                                          Investment Options; 
                                                                          Business of Conseco Variable

Item 6.          Deductions and Expenses                                  Expenses

Item 7.          General Description of Variable
                 Annuity Contracts                                        The Annuity Contract

Item 8.          Annuity Period                                           Annuity Payments
                                                                          (The Income Phase)

Item 9.          Death Benefit                                            Death Benefit

Item 10.         Purchases and Contract Value                             Purchase

Item 11.         Redemptions                                              Access to Your Money

Item 12.         Taxes                                                    Taxes

Item 13.         Legal Proceedings                                        None

Item 14.         Table of Contents of the Statement
                 of Additional Information                                Table of Contents of the
                                                                          Statement of Additional
                                                                          Information
</TABLE>


                              CROSS REFERENCE SHEET
                             (required by Rule 495)

<TABLE>
<CAPTION>
ITEM NO.                                                                        LOCATION
<S>                 <C>                                                         <C>

                                     PART B

Item 15.            Cover Page                                                  Cover Page

Item 16.            Table of Contents                                           Table of Contents

Item 17.            General Information and History                             Company

Item 18.            Services                                                    Not Applicable

Item 19.            Purchase of Securities Being Offered                        Not Applicable

Item 20.            Underwriters                                                Distribution

Item 21.            Calculation of Performance Data                             Calculation of Performance 
                                                                                Information

Item 22.            Annuity Payments                                            Annuity Provisions

Item 23.            Financial Statements                                        Financial Statements

</TABLE>

                                     PART C

Information required to be included in Part C is set forth under the appropriate
Item so numbered in Part C to this Registration Statement.
                                                       

================================================================================
                                                                     [LOGO]


    P R O F I L E                                                    CONSECO
================================================================================
OF THE CONSECO ADVANTAGE FIXED AND                                MAY 1, 1999
VARIABLE ANNUITY CONTRACT
UNDERWRITTEN BY
CONSECO VARIABLE INSURANCE COMPANY

This profile is a summary of some of the more  important  points that you should
consider and know before  purchasing  the  Contract.  The Contract is more fully
described in the full prospectus which accompanies this profile. Please read the
prospectus carefully.

1 THE CONSECO ADVANTAGE ANNUITY CONTRACT:

The Conseco Advantage fixed and variable annuity contract  (Contract) offered by
Conseco Variable Insurance Company (Conseco Variable) is a contract between you,
the  owner,  and  Conseco  Variable,  an  insurance  company.  Conseco  Variable
Insurance  Company was  previously  known as Great  American  Reserve  Insurance
Company prior to October 7, 1998. The Contract provides a means for investing on
a tax-deferred basis in a fixed account of Conseco Variable, the 1, 3 and 5 year
guarantee  periods of the market  value  adjustment  option (mva  option) and 40
investment  portfolios.  The annuity is intended for retirement savings or other
long-term investment purposes. It provides a death benefit and guaranteed income
options.

This  Contract  offers 40 investment  portfolios  which are listed in Section 4.
These  portfolios  are designed to offer a better return than the fixed account.
However, this is NOT guaranteed. Market conditions determine whether you make or
lose money.

The fixed  account  offers an interest  rate that is guaranteed by the insurance
company,  Conseco Variable.  This interest rate is set periodically.  While your
money is in the fixed  account,  the interest your money will earn is guaranteed
to be no less than 3% annually by Conseco  Variable.  The principal is backed by
Conseco Variable.

The  Contract  also  offers 3 guarantee  periods of the mva  option,  each for a
different  time period and with a different  interest rate that is guaranteed by
Conseco.  Currently, 1, 3 and 5 year periods are available. An adjustment to the
value of your Contract may apply to  withdrawals or transfers from the guarantee
period prior to the end of the period.

You can put  money in up to 15 of the  investment  portfolios,  the 3  guarantee
periods of the mva option  and/or the fixed  account.  You can transfer  once in
each  30-day  period  during  the  accumulation  phase  without  charge  or  tax
implication.  After that, a charge of $25 per  transfer may be assessed.  During
the income phase,  you may make two transfers each year which are without charge
or tax implications.

The  Contract,  like  all  deferred  annuity  contracts,  has  two  phases:  the
accumulation  phase  and the  income  phase.  When you are  contributing  to the
Contract,  it is called the accumulation  phase.  During the accumulation phase,
earnings  accumulate  on a  tax-deferred  basis and are taxed as income when you
make a  withdrawal.  The income  phase occurs when you begin  receiving  regular
annuity payments from your Contract.

The  amount of money  you are able to  accumulate  in your  account  during  the
accumulation  phase  will  determine  the amount of income  payments  during the
income phase.

2 ANNUITY PAYMENTS (THE INCOME PHASE):

If you want to receive  regular income from your annuity,  you can choose one of
the following four options:

     (1) monthly payments for a specific number of years in equal installments;
 
     (2) monthly  payments for your life,  but with  payments  continuing to the
beneficiary  for 5, 10 or 20 years (as you  select) if you die before the end of
the selected period;

     (3) monthly payments of a specified amount until the principal and interest
are exhausted; and

     (4) monthly payments for your lifetime and your survivor's lifetime.

Once you begin receiving annuity payments,  you cannot change your payment plan.
During the income  phase,  you can choose to have  payments  come from the fixed
account,  the investment  portfolios or both.  Annuity payments cannot come from
the mva option.  If you choose to have any part of your  payments  come from the
investment portfolios, the dollar amount of your payments may go up or down.

3 PURCHASE:

You can buy this Contract with $5,000 or more under most circumstances.  You can
add $500 ($200  monthly if you use the  automatic  premium check option) or more
any time you like during the  accumulation  phase. We require at least $2,000 to
be invested in a guarantee period of the mva option.  If you buy the Contract as
an Individual  Retirement  Annuity  (IRA),  the minimum we will accept is $2,000
initially and $50 thereafter.  Your registered  representative can help you fill
out the proper forms.

4 INVESTMENT OPTIONS:

You can put your money in the investment  portfolios  which are described in the
prospectuses  for  the  funds.  You  can  only  invest  in up  to 15  INVESTMENT
PORTFOLIOS at any one time.

CONSECO SERIES TRUST
MANAGED BY
CONSECO CAPITAL MANAGEMENT, INC.
- ---------------------------------

o Asset Allocation Portfolio
o Common Stock Portfolio
o Corporate Bond Portfolio
o Government Securities Portfolio
o Money Market Portfolio

THE ALGER AMERICAN FUND
MANAGED BY
FRED ALGER MANAGEMENT, INC.
- ----------------------------

o Alger American Growth Portfolio
o Alger American Leveraged AllCap Portfolio
o Alger American MidCap Growth Portfolio
o Alger American Small Capitalization Portfolio

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
MANAGED BY
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
- ---------------------------------------------

o VP Income & Growth
o VP International
o VP Value

BERGER INSTITUTIONAL
PRODUCTS TRUST
MANAGED BY
BERGER ASSOCIATES, INC.
- ------------------------

o Berger IPT - 100 Fund
o Berger IPT - Growth and Income Fund
o Berger IPT - Small Company Growth Fund

MANAGED BY
BBOI WORLDWIDE LLC
- -------------------

o Berger/BIAM IPT - International Fund


THE DREYFUS SOCIALLY RESPONSIBLE
GROWTH FUND, INC.
MANAGED BY
THE DREYFUS CORPORATION
- ------------------------

DREYFUS STOCK INDEX FUND
MANAGED BY
THE DREYFUS CORPORATION
- ------------------------

DREYFUS VARIABLE INVESTMENT FUND
MANAGED BY
THE DREYFUS CORPORATION
- ------------------------

o Disciplined Stock Portfolio
o International Value Portfolio

FEDERATED INSURANCE SERIES
MANAGED BY
FEDERATED ADVISERS
- -------------------

o Federated High Income Bond Fund II
o Federated International Equity Fund II
o Federated Utility Fund II

INVESCO VARIABLE INVESTMENT FUNDS, INC.
MANAGED BY
INVESCO FUNDS GROUP, INC.
- --------------------------

o INVESCO VIF-High Yield Portfolio
o INVESCO VIF-Industrial Income Portfolio

JANUS ASPEN SERIES
MANAGED BY
JANUS CAPITAL CORPORATION
- --------------------------

o Aggressive Growth Portfolio
o Growth Portfolio
o Worldwide Growth Portfolio

LAZARD RETIREMENT SERIES, INC.
MANAGED BY
LAZARD ASSET MANAGEMENT
- ------------------------

o Lazard Retirement Equity Portfolio
o Lazard Retirement Small Cap Portfolio

LORD ABBETT SERIES FUND, INC.
MANAGED BY
LORD, ABBETT & CO.
- -------------------

o Growth and Income Portfolio

MITCHELL HUTCHINS SERIES TRUST
MANAGED BY
MITCHELL HUTCHINS
ASSET MANAGEMENT INC.
- ----------------------

o Growth and Income Portfolio

NEUBERGER & BERMAN ADVISERS
MANAGEMENT TRUST
MANAGED BY
NEUBERGER & BERMAN
MANAGEMENT INCORPORATED
- ------------------------

o Limited Maturity Bond Portfolio
o Partners Portfolio

STRONG OPPORTUNITY FUND II, INC.
MANAGED BY
STRONG CAPITAL MANAGEMENT, INC.
- --------------------------------

o Opportunity Fund II

STRONG VARIABLE INSURANCE FUNDS, INC.
MANAGED BY
STRONG CAPITAL MANAGEMENT, INC.
- --------------------------------

o Growth Fund II

VAN ECK WORLDWIDE INSURANCE TRUST
MANAGED BY
VAN ECK ASSOCIATES CORPORATION
- -------------------------------

o Worldwide Bond Fund
o Worldwide Emerging Markets Fund
o Worldwide Hard Assets Fund
o Worldwide Real Estate Fund

Depending upon market conditions, you can make or lose money in any of these
portfolios.

5 EXPENSES:

The Contract has insurance features and investment features, and there are costs
related to each.

o    Each year Conseco Variable deducts a $30 contract  maintenance  charge from
     your Contract.  Conseco Variable  currently waives this charge if the value
     of your Contract is at least $50,000.

o    Conseco  Variable also deducts for its insurance  charges which total 1.40%
     of the average  daily value of your  Contract  allocated to the  investment
     portfolios.

o    If you take your money out of the Contract,  Conseco  Variable may assess a
     contingent deferred sales charge which is equal to:

                                Contingent
                                Deferred Sales
No. of Years                    Charge (as a
From Receipt of                 percentage of
Purchase Payment                purchase payments)
- -----------------               ----------------
First Year                          7%
Second Year                         7%
Third Year                          6%
Fourth Year                         5%
Fifth Year                          4%
Sixth Year                          3%
Seventh Year                        2%
Eighth Year and more                0%

o    You may be  assessed  a premium  tax charge  which  generally  ranges  from
     0%-3.5%, depending on the state.

o    As with other professionally managed investments, there are also investment
     charges which currently range from .28% to 1.58% of the average daily value
     of the investment  portfolio  depending  upon the investment  portfolio you
     select.

The  following  chart is designed  to help you  understand  the  expenses in the
Contract.

o    The column  "Total  Annual  Expenses"  shows the total of the $30  contract
     maintenance  charge  (which  has  been  converted  to a  percentage  and is
     represented as .10% below),  the 1.40% insurance charges and the investment
     expenses for each investment portfolio.

o    The next two columns show you two examples of the expenses, in dollars, you
     would pay under a Contract. The examples assume that you invested $1,000 in
     a Contract which earns 5% annually and that you withdraw your money: (1) at
     the end of year 1,  and (2) at the end of year 10.  For  year 1, the  Total
     Annual  Expenses  are  assessed as well as the  contingent  deferred  sales
     charges.  For year 10, the  examples  show the  aggregate of all the annual
     expenses  assessed for the 10 years,  but there is no  contingent  deferred
     sales charge.

o    The premium tax is assumed to be 0% in both examples.


<TABLE>
<CAPTION>
=================================================================================================================================

                                                                                                         EXAMPLES:
                                                TOTAL ANNUAL       TOTAL ANNUAL                          TOTAL ANNUAL EXPENSES AT
                                                INSURANCE          PORTFOLIO          TOTAL ANNUAL       END OF:
      PORTFOLIO                                 CHARGES            EXPENSES           EXPENSES           1 YEAR          10 YEARS

=================================================================================================================================
<S>                                                <C>               <C>              <C>                 <C>             <C>
=================================================================================================================================
CONSECO SERIES TRUST
=================================================================================================================================

     Asset Allocation                              1.50%             .75%             2.25%               $85             $255
     Common Stock                                  1.50%             .80%             2.30%               $86             $260
     Corporate Bond                                1.50%             .70%             2.20%               $85             $250
     Government Securities                         1.50%             .70%             2.20%               $85             $250
     Money Market                                  1.50%             .45%             1.95%               $82             $224

=================================================================================================================================
THE ALGER AMERICAN FUND
=================================================================================================================================
     Alger American Growth                         1.50%             .79%             2.29%               $86             $259
     Alger American Leveraged AllCap               1.50%            1.00%             2.50%               $88             $280
     Alger American MidCap Growth                  1.50%             .84%             2.34%               $86             $264
     Alger American Small Capitalization           1.50%             .89%             2.39%               $87             $269

=================================================================================================================================
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
=================================================================================================================================
     VP Income & Growth                            1.50%             .70%             2.20%               $85             $250
     VP International                              1.50%            1.50%             3.00%               $93             $328
     VP Value                                      1.50%            1.00%             2.50%               $88             $280

=================================================================================================================================
BERGER INSTITUTIONAL PRODUCTS TRUST
=================================================================================================================================
     Berger IPT - 100                              1.50%            1.00%             2.50%               $88             $280
     Berger IPT - Growth and Income                1.50%            1.00%             2.50%               $88             $280
     Berger IPT - Small Company Growth             1.50%            1.15%             2.65%               $89             $295
     Berger/BIAM IPT-International                 1.50%            1.20%             2.70%               $90             $300

=================================================================================================================================
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
=================================================================================================================================

                                                   1.50%             .82%             2.32%               $86             $262

=================================================================================================================================
DREYFUS STOCK INDEX FUND
=================================================================================================================================
                                                   1.50%             .28%             1.78%               $81             $206

=================================================================================================================================
DREYFUS VARIABLE INVESTMENT FUND
=================================================================================================================================
     Disciplined Stock                             1.50%            1.02%             2.52%               $88             $282
     International Value                           1.50%            1.42%             2.92%               $92             $321

=================================================================================================================================
FEDERATED INSURANCE SERIES
=================================================================================================================================
     Federated High Income Bond II                 1.50%             .80%             2.30%               $86             $260
     Federated International Equity II             1.50%            1.23%             2.73%               $90             $303
     Federated Utility II                          1.50%             .85%             2.35%               $86             $265

=================================================================================================================================
INVESCO VARIABLE INVESTMENT FUNDS, INC.
=================================================================================================================================
     INVESCO VIF-High Yield                        1.50%             .87%             2.37%               $87             $267
     INVESCO VIF-Industrial Income                 1.50%             .95%             2.45%               $87             $275

=================================================================================================================================
JANUS ASPEN SERIES
=================================================================================================================================
     Aggressive Growth                             1.50%             .76%             2.26%               $85             $256
     Growth                                        1.50%             .70%             2.20%               $85             $250
     Worldwide Growth                              1.50%             .74%             2.24%               $85             $254

=================================================================================================================================
LAZARD RETIREMENT SERIES, INC.
=================================================================================================================================
     Lazard Retirement Equity                      1.50%            1.50%             3.00%               $93             $328
     Lazard Retirement Small Cap                   1.50%            1.50%             3.00%               $93             $328
</TABLE>

<TABLE>
<CAPTION>

=================================================================================================================================

                                                                                                         EXAMPLES:
                                                TOTAL ANNUAL       TOTAL ANNUAL                          TOTAL ANNUAL EXPENSES AT
                                                INSURANCE          PORTFOLIO          TOTAL ANNUAL       END OF:
      PORTFOLIO                                 CHARGES            EXPENSES           EXPENSES           1 YEAR          10 YEARS

=================================================================================================================================
<S>                                                <C>               <C>              <C>                 <C>             <C>

=================================================================================================================================
LORD ABBETT SERIES FUND, INC.
=================================================================================================================================
     Growth and Income                             1.50%             .67%             2.17%               $85             $247

=================================================================================================================================
MITCHELL HUTCHINS SERIES TRUST
=================================================================================================================================
     Growth and Income                             1.50%            1.58%             3.08%               $94             $336

=================================================================================================================================
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
=================================================================================================================================
     Limited Maturity Bond                         1.50%             .77%             2.27%               $86             $257
     Partners                                      1.50%             .86%             2.36%               $86             $266

=================================================================================================================================
STRONG OPPORTUNITY FUND II, INC.
=================================================================================================================================
     Opportunity Fund II                           1.50%            1.15%             2.65%               $89             $295

=================================================================================================================================
STRONG VARIABLE INSURANCE FUNDS, INC.
=================================================================================================================================
     Growth II                                     1.50%            1.20%             2.70%               $90             $300

=================================================================================================================================
VAN ECK WORLDWIDE INSURANCE TRUST
=================================================================================================================================
     Worldwide Bond                                1.50%            1.12%             2.62%               $89             $292
     Worldwide Emerging Markets                    1.50%             .80%             2.30%               $86             $260
     Worldwide Hard Assets                         1.50%            1.17%             2.67%               $90             $297
     Worldwide Real Estate                         1.50%            1.00%             2.50%               $88             $280
</TABLE>

The expenses reflect any expense  reimbursement or fee waivers. For newly formed
portfolios, the expenses have been estimated. For more detailed information, see
the Fee Table in the prospectus for the Contract.

6 TAXES:

Your  earnings  are not taxed  until you take  them out.  If you take  money out
during the accumulation phase,  earnings come out first and are taxed as income.
If you are younger than 59 1/2 when you take money out, you may be charged a 10%
federal  tax  penalty on the  earnings.  Payments  during  the income  phase are
considered  partly a  return  of your  original  investment.  That  part of each
payment  is not  taxable  as  income.  If  your  Contract  was  purchased  as an
individual retirement annuity (IRA), your payments may be fully taxable.

7 ACCESS TO YOUR MONEY:

You can take money out at any time during the accumulation phase. Every year you
can take a portion  of your  money  out of the  Contract  without  a  contingent
deferred sales charge (CDSC). This amount is equal to the greater of: (i) 10% of
the value of your Contract (on a non-cumulative  basis), or (ii) the IRS minimum
distribution  requirement for this Contract if your Contract was issued under an
Individual Retirement Annuity, or (iii) the total of your purchase payments that
have been in the Contract more than 7 complete  years.  Withdrawals in excess of
these amounts will be charged a contingent  deferred sales charge which declines
from 7% to 0%  depending  upon the  number  of  complete  years we have had your
payment. After Conseco Variable has had a payment for 7 complete years, there is
no CDSC charge for  withdrawals.  Each purchase payment you add to your Contract
has its own 7 year CDSC period.

Withdrawals from the mva option may be subject to a market value adjustment.

Of course,  you may also have to pay  income tax and a tax  penalty on any money
you take out.

8 PERFORMANCE:

The value of the Contract  will vary up or down  depending  upon the  investment
performance of the investment  portfolios you choose.  The sale of the Contracts
began February ___, 1998. Therefore no performance is presented here.

9 DEATH BENEFIT:

If you die before  entering the income  phase,  the  beneficiary  will receive a
death benefit. Prior to age 90, the death benefit will be the greater of:

(1) the  value of your  Contract  at the time we  receive  proof of death  and a
payment election; or

(2) the  total  purchase  payments  you have  made,  less any  adjusted  partial
withdrawals,  increased by 5% each year.  Adjusted partial  withdrawal means the
amount of the partial  withdrawal  multiplied by the amount of the death benefit
just before the partial  withdrawal  divided by the value of your  Contract just
before the partial  withdrawal.  A partial  withdrawal is the amount paid to you
plus any taxes withheld less any contingent deferred sales charges.

For deaths  occurring at age 90 or later, the death benefit will be the value of
your Contract at the time we receive proof of death and a payment election.

10 OTHER INFORMATION:

FREE LOOK.  If you cancel the  Contract  within 10 days after  receiving  it (or
whatever  period is  required  in your  state) we will  send you  whatever  your
Contract is worth on the day we receive your  request  (this may be more or less
than your  original  payment)  without  assessing a  contingent  deferred  sales
charge. If you have purchased the contract as an Individual  Retirement  Annuity
(IRA) you will receive back your purchase payment.

NO PROBATE.  In many cases, when you die, the beneficiary will receive the death
benefit without going through  probate.  However,  the avoidance of probate does
not mean  that the  beneficiary  will not  have  tax  liability  as a result  of
receiving the death  benefit,  nor does it mean the value of the Contract is not
includable in the taxable estate.

PURCHASING CONSIDERATIONS. The Conseco Advantage Contract is designed for people
seeking long-term tax-deferred  accumulation of assets, generally for retirement
or other  long-term  purposes.  The  tax-deferred  feature is most attractive to
people in high federal and state tax brackets.  You should not buy this Contract
if you are looking for a short-term investment or if you cannot take the risk of
getting back less money than you invested.

ADDITIONAL  FEATURES.   The  Contract  has  additional  features  you  might  be
interested in. These include:

o    You can arrange to have money automatically sent to you monthly, quarterly,
     semi-annually  or annually while your Contract is still in the accumulation
     phase. You'll have to pay taxes on money you receive.  You may have to also
     pay a tax penalty. We call this feature the Systematic Withdrawal Program.

o    You can arrange to have a certain amount of money automatically invested in
     investment portfolios on a regular basis,  theoretically giving you a lower
     average  cost per unit over time than a single one time  purchase.  We call
     this feature Dollar Cost Averaging.

o    You can  instruct  Conseco  Variable to  automatically  readjust  the money
     between investment portfolios periodically to keep the blend you select. We
     call this feature Automatic Rebalancing.

o    You can add to your Contract directly from your bank account with as little
     as $200 each  month.  We call this  feature  the  automatic  premium  check
     option.

o    You can elect to have your fixed  account  interest  earnings  periodically
     transferred to one or more  investment  portfolios.  We call this the Sweep
     Program.

11 INQUIRIES:

If you need more information about buying a Contract, please contact us at:

      Conseco Variable Insurance Company
      Administrative Office
      11815 N. Pennsylvania Street
      Carmel, Indiana 46032
      (317) 817-3700

 
[LOGO]

                                     Conseco
                                    Advantage
                           Fixed and Variable Annuity



                                   MAY 1, 1999
                                   PROSPECTUS

                                     CONSECO
                           VARIABLE ANNUITY ACCOUNT F

                  ISSUED BY CONSECO VARIABLE INSURANCE COMPANY

                    This cover is not part of the prospectus




                                                              CONSECO VARIABLE
                                                                1999 Account F
                                                  Individual and Group Annuity
===============================================================================

                         THE FIXED AND VARIABLE ANNUITY

                                    issued by

                       CONSECO VARIABLE ANNUITY ACCOUNT F

          (formerly Great American Reserve Variable Annuity Account F)

                                       and

                       CONSECO VARIABLE INSURANCE COMPANY

              (formerly Great American Reserve Insurance Company)

     This  prospectus  describes  the Group and  Individual  Fixed and  Variable
Annuity  Contract  offered  by  Conseco  Variable   Insurance  Company  (Conseco
Variable).  Prior to October 7, 1998, Conseco Variable Insurance  Company's name
was Great American Reserve Insurance Company.

     The annuity  contract has 44  investment  choices--a  FIXED  ACCOUNT  which
offers an interest rate which is  guaranteed  not to be less than 3% by Conseco,
three  GUARANTEE  PERIODS of the market  value  adjustment  account  option (MVA
OPTION) and 40 INVESTMENT PORTFOLIOS listed below. You can put your money in the
FIXED ACCOUNT,  any of the three GUARANTEE  PERIODS of the MVA OPTION and/or the
INVESTMENT  PORTFOLIOS.  Currently,  you  can  invest  in up  to  15  INVESTMENT
PORTFOLIOS at one time.

CONSECO SERIES TRUST
MANAGED BY CONSECO CAPITAL MANAGEMENT, INC.
   Asset Allocation Portfolio
   Common Stock Portfolio
   Corporate Bond Portfolio
   Government Securities Portfolio
   Money Market Portfolio

THE ALGER AMERICAN FUND
MANAGED BY FRED ALGER MANAGEMENT, INC.
   Alger American Growth Portfolio
   Alger American Leveraged AllCap Portfolio
   Alger American MidCap Growth Portfolio
   Alger American Small Capitalization Portfolio

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
MANAGED BY AMERICAN CENTURY INVESTMENT
MANAGEMENT, INC.
   VP Income & Growth
   VP International
   VP Value

BERGER INSTITUTIONAL PRODUCTS TRUST
MANAGED BY BERGER ASSOCIATES, INC.
   Berger IPT--100 Fund
   Berger IPT--Growth and Income Fund
   Berger IPT--Small Company Growth Fund

MANAGED BY BBOI WORLDWIDE, LLC
   Berger/BIAM IPT--International Fund

THE DREYFUS SOCIALLY RESPONSIBLE
GROWTH FUND, INC.
MANAGED BY THE DREYFUS CORPORATION

DREYFUS STOCK INDEX FUND
MANAGED BY THE DREYFUS CORPORATION

DREYFUS VARIABLE INVESTMENT FUND
MANAGED BY THE DREYFUS CORPORATION
   Disciplined Stock Portfolio
   International Value Portfolio

FEDERATED INSURANCE SERIES
MANAGED BY FEDERATED ADVISERS
   Federated High Income Bond Fund II
   Federated International Equity Fund II
   Federated Utility Fund II

INVESCO VARIABLE INVESTMENT FUNDS, INC.
MANAGED BY INVESCO FUNDS GROUP, INC.
   INVESCO VIF - High Yield Portfolio
   INVESCO VIF - Industrial Income Portfolio

JANUS ASPEN SERIES
MANAGED BY JANUS CAPITAL CORPORATION
   Aggressive Growth Portfolio
   Growth Portfolio
   Worldwide Growth Portfolio


LAZARD RETIREMENT SERIES, INC.
MANAGED BY LAZARD ASSET MANAGEMENT
   Lazard Retirement Equity Portfolio
   Lazard Retirement Small Cap Portfolio

LORD ABBETT SERIES FUND, INC.
MANAGED BY LORD, ABBETT & CO.
   Growth and Income Portfolio

MITCHELL HUTCHINS SERIES TRUST
MANAGED BY MITCHELL HUTCHINS ASSET MANAGEMENT, INC.
   Growth and Income Portfolio

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
MANAGED BY NEUBERGER & BERMAN MANAGEMENT INCORPORATED
   Limited Maturity Bond Portfolio
   Partners Portfolio

STRONG OPPORTUNITY FUND II, INC.
MANAGED BY STRONG CAPITAL MANAGEMENT, INC.
   Opportunity Fund II

STRONG VARIABLE INSURANCE FUNDS, INC.
MANAGED BY STRONG CAPITAL MANAGEMENT, INC.
   Growth Fund II

VAN ECK WORLDWIDE INSURANCE TRUST
MANAGED BY VAN ECK ASSOCIATES CORPORATION
   Worldwide Bond Fund
   Worldwide Emerging Markets Fund
   Worldwide Hard Assets Fund
   Worldwide Real Estate Fund

     Please read this prospectus before investing and keep it on file for future
reference.  It contains important  information about the Conseco Advantage Fixed
and Variable Annuity Contract.

     To learn  more  about the  Conseco  Advantage  Fixed and  Variable  Annuity
Contract, you can obtain a copy of the Statement of Additional Information (SAI)
dated May 1,  1999.  The SAI has been  filed with the  Securities  and  Exchange
Commission  (SEC) and is  legally a part of this  prospectus.  The SEC has a Web
site  (http://www.sec.gov)  that  contains  the SAI,  material  incorporated  by
reference,  and other information  regarding  companies that file electronically
with the SEC. The Table of Contents of the SAI is on Page __ of this prospectus.
For a free  copy of the  SAI,  call us at  (800)  824-2726  or  write  us at our
administrative office: 11815 N. Pennsylvania Street, Carmel, Indiana 46032.

The Contracts:

* are not bank deposits
* are not federally insured
* are not endorsed by any bank or government agency
* are not guaranteed and may be subject to loss of principal

The  Securities and Exchange  Commission  has not approved or disapproved  these
securities  or  determined  if this  prospectus  is  accurate or  complete.  Any
representation to the contrary is a criminal offense.

May 1, 1999



                                TABLE OF CONTENTS

                                                                            PAGE
    INDEX OF SPECIAL TERMS ................................

    FEE TABLE..............................................

 1. THE ANNUITY CONTRACT...................................

 2. ANNUITY PAYMENTS (THE INCOME PHASE)....................

 3. PURCHASE...............................................
     Purchase Payments.....................................
     Allocation of Purchase Payments.......................
     Accumulation Units....................................

 4. INVESTMENT OPTIONS.....................................
     Investment Portfolios.................................
     The Fixed Account.....................................
     The MVA Option........................................
     Transfers.............................................
     Dollar Cost Averaging Program.........................
     Rebalancing Program...................................
     Asset Allocation Program..............................
     Sweep Program.........................................
     Voting Rights.........................................
     Substitution..........................................

 5. EXPENSES...............................................
     Insurance Charges.....................................
     Contract Maintenance Charge...........................
     Contingent Deferred Sales Charge......................
     Reduction or Elimination of the
     Contingent Deferred Sales Charge......................
     Transfer Fee..........................................
     Premium Taxes.........................................
     Income Taxes..........................................
     Investment Portfolio Expenses.........................

 6. TAXES..................................................
     Annuity Contracts in General..........................
     Qualified and Non-Qualified Contracts.................
     Withdrawals--Non-Qualified Contracts..................
     Withdrawals--Qualified Contracts......................
     Diversification.......................................
     Investor Control......................................

 7. ACCESS TO YOUR MONEY...................................
     Systematic Withdrawal Program.........................
     Suspension of Payments or Transfers...................

 8. PERFORMANCE............................................

 9. DEATH BENEFIT..........................................
     Upon Your Death.......................................
     Death of Annuitant....................................

10. OTHER INFORMATION......................................
     Conseco Variable......................................
     The Separate Accounts.................................
     Distributor...........................................
     Ownership.............................................
     Beneficiary...........................................
     Assignment............................................
     Additional Information................................
     Selected Historical Financial Information of
            Conseco Variable...............................
     Business of Conseco Variable..........................
     Management's Discussion and Analysis of
       Financial Condition and Results of Operations
       of Conseco Variable.................................
     Directors and Executive Officers......................
     Executive Compensation................................
     Independent Accountants...............................
     Legal Opinions........................................
     Financial Statements..................................

    TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL
    INFORMATION ..........................................

    APPENDIX A--CONDENSED FINANCIAL INFORMATION.............
    APPENDIX B--MARKET VALUE ADJUSTMENT.....................



                                                            CONSECO VARIABLE
                                                              1999 Account F
                                                Individual and Group Annuity
================================================================================


                             INDEX OF SPECIAL TERMS

We have  written this  prospectus  in plain  English.  By the very nature of the
Contract,  however,  certain  technical words or terms are unavoidable.  We have
identified the following as some of these words or terms. They are identified in
the text in italic and the page that is  indicated  here is where we believe you
will find the best explanation for the word or term.

                                                             PAGE

     Accumulation Phase....................................
     Accumulation Unit.....................................
     Annuitant.............................................
     Annuity Date..........................................
     Annuity Options.......................................
     Annuity Payments......................................
     Annuity Unit..........................................
     Beneficiary...........................................
     Contract..............................................
     Fixed Account.........................................
     Guarantee Period......................................
     Income Phase..........................................
     Investment Portfolios.................................
     Joint Owner...........................................
     MVA Option............................................
     Non-Qualified.........................................
     Owner.................................................
     Purchase Payment......................................
     Qualified.............................................
     Tax-Deferral..........................................

==============================================================================
FEE TABLE

OWNER TRANSACTION EXPENSES

Contingent Deferred Sales Charge (as a percentage of purchase payments)(See Note
2 under "Explanation of Fee Table and Examples")

NO. OF YEARS FROM RECEIPT OF PAYMENT                                    CHARGE


- ------------------------------------------------------------------------------
 
First Year..............................................................  7%
Second Year.............................................................  7%
Third Year..............................................................  6%
Fourth Year.............................................................  5%
Fifth Year..............................................................  4%
Sixth Year..............................................................  3%
Seventh Year............................................................  2%
Eighth Year and more....................................................  0%

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

TRANSFER FEE (see Note 3 under "Explanation of Fee Table and Examples")

No charge for one transfer in each 30 day period during the ACCUMULATION  PHASE.
Thereafter, we will charge a fee of $25 per transfer. We will not charge for the
two transfers allowed each year during the INCOME PHASE.

CONTRACT MAINTENANCE CHARGE
(see Note 4 under "Explanation of Fee Table
and Examples")

                                                $30 per CONTRACT per year

SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)
Mortality and Expense Risk Charge                          1.25%
Administrative Charge                                       .15%
                                                            ----
TOTAL SEPARATE ACCOUNT ANNUAL EXPENSES                     1.40%

<TABLE>
<CAPTION>
INVESTMENT PORTFOLIO EXPENSES
(as a percentage of the average daily net assets of an INVESTMENT PORTFOLIO)

                                                                                                             TOTAL ANNUAL
                                                                                            OTHER EXPENSES    PORTFOLIO
                                                                                            (AFTER EXPENSE     EXPENSES
                                                                                            REIMBURSEMENT   (AFTER EXPENSE
                                                                    MANAGEMENT       12b-1   FOR CERTAIN   REIMBURSEMENT FOR
                                                                       FEES          FEES     PORTFOLIOS)  CERTAIN PORTFOLIOS)
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>          <C>          <C>            <C>
CONSECO SERIES TRUST (1)
Asset Allocation Portfolio (2).......................................  0.55%           --        0.20%          0.75%
Common Stock Portfolio (2)...........................................  0.60%           --        0.20%          0.80%
Corporate Bond Portfolio.............................................  0.50%           --        0.20%          0.70%
Government Securities Portfolio......................................  0.50%           --        0.20%          0.70%
Money Market Portfolio (2)...........................................  0.25%           --        0.20%          0.45%

THE ALGER AMERICAN FUND
Alger American Growth Portfolio......................................  0.75%           --        0.04%          0.79%
Alger American Leveraged AllCap Portfolio (3)........................  0.85%           --        0.15%          1.00%
Alger American MidCap Growth Portfolio...............................  0.80%           --        0.04%          0.84%
Alger American Small Capitalization Portfolio........................  0.85%           --        0.04%          0.89%

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
VP Income & Growth...................................................  0.70%           --        0.00%          0.70%
VP International.....................................................  1.50%           --        0.00%          1.50%
VP Value.............................................................  1.00%           --        0.00%          1.00%

BERGER INSTITUTIONAL PRODUCTS TRUST
Berger IPT--100 Fund (4).............................................   0.00%           --        1.00%          1.00%
Berger IPT--Growth and Income Fund (4)...............................   0.00%           --        1.00%          1.00%
Berger IPT--Small Company Growth Fund (4)............................   0.00%           --        1.15%          1.15%
Berger/BIAM IPT--International Fund (4)..............................   0.00%           --        1.20%          1.20%

THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC....................  0.75%           --        0.07%          0.82%

DREYFUS STOCK INDEX FUND.............................................  0.25%           --        0.03%          0.28%

DREYFUS VARIABLE INVESTMENT FUND
Disciplined Stock Portfolio..........................................  0.75%                     0.27%          1.02%
International Value Portfolio........................................  1.00%                     0.42%          1.42%

FEDERATED INSURANCE SERIES
Federated High Income Bond Fund II (5)...............................  0.51%           --        0.29%          0.80%
Federated International Equity Fund II (5)...........................  0.02%           --        1.21%          1.23%
Federated Utility Fund II (5)........................................  0.48%           --        0.37%          0.85%

INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF - High Yield Portfolio (6)...............................  0.60%           --        0.27%          0.87%
INVESCO VIF - Industrial Income Portfolio (6)........................  0.75%           --        0.20%          0.95%

JANUS ASPEN SERIES
Aggressive Growth Portfolio (7)......................................  0.73%           --        0.03%          0.76%
Growth Portfolio (7).................................................  0.65%           --        0.05%          0.70%
Worldwide Growth Portfolio (7).......................................  0.66%           --        0.08%          0.74%

LAZARD RETIREMENT SERIES, INC.
Lazard Retirement Equity Portfolio (8)...............................  0.75%        0.25%        0.50%          1.50%
Lazard Retirement Small Cap Portfolio (8)............................  0.75%        0.25%        0.50%          1.50%

LORD ABBETT SERIES FUND, INC.
Growth and Income Portfolio (9)......................................  0.50%        0.15%        0.02%          0.67%

MITCHELL HUTCHINS SERIES TRUST
Growth and Income Portfolio..........................................  0.70%           --        0.88%          1.58%

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST (10)
Limited Maturity Bond Portfolio......................................  0.65%           --        0.12%          0.77%
Partners Portfolio...................................................  0.80%           --        0.06%          0.86%

STRONG OPPORTUNITY FUND II, INC.
Opportunity Fund II..................................................  1.00%           --        0.15%          1.15%

STRONG VARIABLE INSURANCE FUNDS, INC
Growth Fund II (11)..................................................  1.00%           --        0.20%          1.20%

VAN ECK WORLDWIDE INSURANCE TRUST (12)
Worldwide Bond Fund..................................................  1.00%           --        0.12%          1.12%
Worldwide Emerging Markets Fund......................................  1.00%           --       (0.20%)         0.80%
Worldwide Hard Assets Fund...........................................  1.00%           --        0.17%          1.17%
Worldwide Real Estate Fund...........................................  0.00%           --        1.00%          1.00%
</TABLE>

     (1) Conseco  Capital  Management,  Inc., the investment  adviser of Conseco
Series  Trust,  has  voluntarily  agreed to reimburse  all  expenses,  including
management fees, in excess of the following percentage of the average annual net
assets of each listed Portfolio,  as long as such reimbursement would not result
in a Portfolio's  inability to qualify as a regulated  investment  company under
the Code: 0.75% for the Asset Allocation  Portfolio;  0.80% for the Common Stock
Portfolio;  0.70% for the Corporate  Bond  Portfolio and  Government  Securities
Portfolio;  and 0.45% for the Money Market  Portfolio.  The total percentages in
the  above   table  are  after   reimbursement.   In  the   absence  of  expense
reimbursement, the total fees and expenses in 1997 would have totaled: 0.84% for
the Asset Allocation Portfolio;  0.80% for the Common Stock Portfolio; 0.77% for
the Corporate Bond Portfolio; 0.92% for the Government Securities Portfolio; and
0.52% for the Money Market Portfolio.

     (2)  Conseco  Capital   Management,   Inc.,  since  January  1,  1993,  has
voluntarily  waived its management  fees in excess of the annual rates set forth
above. Absent such fee waivers, the management fees would be: .65% for the Asset
Allocation  Portfolio;  .65% for the Common  Stock  Portfolio;  and .50% for the
Money Market Portfolio.

     (3) The  Alger  American  Leveraged  AllCap  Portfolio's  "Other  Expenses"
includes .04% of interest expense.

     (4) The Funds' investment  advisers have voluntarily  agreed to waive their
advisory fee and have voluntarily  reimbursed the Funds for additional  expenses
to the extent that normal operating  expenses in any fiscal year,  including the
investment advisory fee but excluding brokerage commissions, interest, taxes and
extraordinary  expenses,  of each of the  Berger  IPT--100  Fund and the  Berger
IPT--Growth and Income Fund exceed 1.00%, the normal  operating  expenses in any
fiscal year of the Berger  IPT--Small  Company Growth Fund exceed 1.15%, and the
normal operating expenses of the Berger/BIAM IPT International Fund exceed 1.20%
of the respective  Fund's average daily net assets.  Absent the voluntary waiver
and  reimbursement,  the  Management Fee for the Berger  IPT--100  Fund,  Berger
IPT--Growth and Income Fund, the Berger  IPT--Small  Company Growth Fund and the
Berger/BIAM  IPT--International  Fund would have been .75%, .75%, .90%, and .90%
respectively,  and their Total Annual Portfolio  Expenses would have been 9.18%,
9.62%, 5.81% and 3.83%, respectively.

     (5) In the absence of a voluntary waiver by Federated Advisers,  the Funds'
investment adviser, the Management Fee and Total Annual Portfolio Expenses would
have been 0.60% and .89%,  respectively,  for High Income Bond Fund II and 0.75%
and 1.12%,  respectively,  for Utility Fund II. Absent a voluntary waiver of the
management  fee and the  voluntary  reimbursement  of  certain  other  operating
expenses by Federated  Advisers,  the Management Fee and Total Annual  Portfolio
Expenses  for  International  Equity  Fund II would  have been  1.00% and 2.21%,
respectively.

     (6) Certain  expenses  are being  absorbed  voluntarily  by the  investment
adviser and sub-adviser. Total expenses (after expenses were absorbed but before
any expense offset  arrangement)  of the INVESCO VIF - High Yield  Portfolio and
INVESCO VIF - Industrial  Income  Portfolio for the year ended December 31, 1997
amounted  to 0.83% and 0.91%,  respectively,  of each  Portfolio's  average  net
assets. In the absence of such voluntary expense limitation, the total operating
expenses of the INVESCO VIF - High Yield  Portfolio and INVESCO VIF - Industrial
Income  Portfolio for the fiscal period ended  December 31, 1997 would have been
0.94% and 0.97%, respectively, of each Portfolio's average net assets.

     It should be noted that the Portfolio's actual expenses were lower than the
figures shown because the Portfolio's  custodian fees and pricing  expenses were
reduced  under  expense  offset  arrangements.  However,  as a result  of an SEC
requirement  for mutual funds to state their total  operating  expenses  without
crediting any such expense offset  arrangements,  the figures shown above do not
reflect these reductions.

     (7) The expense  figures shown are net of certain fee waivers or reductions
from Janus  Capital  Corporation,  the  investment  adviser  of the Janus  Aspen
Series. Without such waivers or reductions,  the total fees and expenses in 1997
would have totaled: 0.78% for Aggressive Growth; 0.78% for Growth; and 0.81% for
Worldwide Growth.

     (8) Lazard Asset Management, the Fund's investment adviser, has voluntarily
agreed to reimburse all expenses,  including management fees, in excess of 1.50%
of the average annual net assets of the Portfolio.

     (9) The Growth and Income  Portfolio of Lord Abbett Series Fund, Inc. has a
12b-1 plan which provides for payments to Lord, Abbett & Co. for remittance to a
life  insurance  company  for  certain  distribution   expenses  (see  the  Fund
Prospectus).  The 12b-1 plan provides that such  remittances,  in the aggregate,
will not exceed .15%, on an annual basis, of the daily net asset value of shares
of the Growth and Income  Portfolio.  For the year ending December 31, 1998, the
12b-1 fees are  estimated  to be .15%.  The  examples  below for this  Portfolio
reflect the estimated 12b-1 fees.

     (10)  Neuberger  &  Berman  Advisers   Management  Trust  is  divided  into
portfolios (Portfolios),  each of which invests all of its net investable assets
in a corresponding series of Advisers Managers Trust. The figures reported under
"Management  Fees"  include  the  total of the  administration  fees paid by the
Portfolio and the management fees paid by its corresponding  series.  Similarly,
"Other  Expenses"   includes  all  other  expenses  of  the  Portfolio  and  its
corresponding series.

     (11) Strong Capital Management,  Inc., the investment adviser of the Strong
Growth  Fund II,  has  voluntarily  agreed  to cap the  Fund's  total  operating
expenses  at 1.20%.  The  Adviser  has no current  intention  to, but may in the
future,  discontinue  or modify any waiver of fees or  absorption of expenses at
its discretion with appropriate notification to its shareholders.

     (12) All figures are  annualized.  Expenses  of the  Worldwide  Real Estate
Fund,  which  commenced  operation in June 1997, are being assumed by the Fund's
investment  adviser.  Without  such  assumption,  Worldwide  Real Estate  Fund's
Management Fee would be 1.00%,  Other Expenses would be 3.88% and Total Expenses
would be 4.88%.  Other  Expenses of  Worldwide  Real Estate Fund are an estimate
which  assumes  $80 million in average  daily net assets,  and may be greater or
less than those shown.  Prior to April 30, 1997,  Worldwide Hard Assets Fund was
named Gold and Natural  Resources Fund.  Other Expenses of Worldwide Hard Assets
Fund are net of soft dollar credits.  Without such credits, Other Expenses would
have been 0.18% and Total  Expenses  would have been  1.18%.  Other  Expenses of
Worldwide Emerging Markets Fund are net of the reduction of the Fund's operating
fees in  connection  with a fee  arrangement,  based  on cash  balances  left on
deposit with the  custodian,  and net of the waiver or  assumption by the Fund's
investment  adviser of certain fees and expenses.  Without such fee  arrangement
and, to a lesser extent, the  waiver/assumption,  Other Expenses would have been
0.34% and Total Expenses would have been 1.34%. The Fund's investment adviser is
no longer waiving or assuming fees and expenses.

EXAMPLES:

     You would pay the following expenses on a $1,000 investment,  assuming a 5%
annual return on assets:

     (a) if you surrender  your CONTRACT at the end of each time period;  (b) if
you do not surrender  your CONTRACT;  (c)if you annuitize your CONTRACT  (except
under certain circumstances).

                                                      TIME PERIODS
                                   1 YEAR      3 YEARS     5 YEARS    10 YEARS

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

CONSECO SERIES TRUST
  Asset Allocation                (a) $85     (a) $123
                                  (b) $23     (b) $ 69
                                  (c) $85     (c) $123
  Common Stock                    (a) $86     (a) $124
                                  (b) $23     (b) $ 71
                                  (c) $86     (c) $124
  Corporate Bond                  (a) $85     (a) $121
                                  (b) $22     (b) $ 68
                                  (c) $85     (c) $121
  Government Securities           (a) $85     (a) $121
                                  (b) $22     (b) $ 68
                                  (c) $85     (c) $121
  Money Market                    (a) $82     (a) $114
                                  (b) $20     (b) $ 60
                                  (c) $82     (c) $114

THE ALGER AMERICAN FUND
  Alger American Growth           (a) $86     (a) $124
                                  (b) $23     (b) $ 71
                                  (c) $86     (c) $124
  Alger American Leveraged
     AllCap                       (a) $88     (a) $130
                                  (b) $25     (b) $ 77
                                  (c) $88     (c) $130
  Alger American MidCap Growth    (a) $86     (a) $126
                                  (b) $23     (b) $ 72
                                  (c) $86     (c) $126
  Alger American Small
     Capitalization               (a) $87     (a) $127
                                  (b) $24     (b) $ 74
                                  (c) $87     (c) $127

AMERICAN CENTURY VARIABLE
PORTFOLIOS, INC
  VP Income & Growth              (a) $85     (a) $121
                                  (b) $22     (b) $ 68
                                  (c) $85     (c) $121
  VP International                (a) $93     (a) $145
                                  (a) $30     (b) $ 92
                                  (c) $93     (c) $145
  VP Value                        (a) $88     (a) $130
                                  (b) $25     (b) $ 77
                                  (c) $88     (c) $130

BERGER INSTITUTIONAL PRODUCTS
TRUST

  Berger IPT--100                 (a) $88     (a) $130
                                  (b) $25     (b) $ 77
                                  (c) $88     (c) $130
  Berger IPT--Growth and Income   (a) $88     (a) $130
                                  (b) $25     (b) $ 77
                                  (c) $88     (c) $130
  Berger IPT--Small Company
     Growth                       (a) $89     (a) $135
                                  (b) $27     (b) $ 81
                                  (c) $89     (c) $135
  Berger/BIAM IPT--International  (a) $90     (a) $136
                                  (b) $27     (b) $ 83
                                  (c) $90     (c) $136

THE DREYFUS SOCIALLY RESPONSIBLE
GROWTH FUND, INC.
                                  (a) $86     (a) $125
                                  (b) $25     (b) $ 71
                                  (c) $86     (c) $125

DREYFUS STOCK INDEX FUND
                                  (a) $81     (a) $109
                                  (b) $18     (b) $ 55
                                  (c) $81     (c) $109

DREYFUS VARIABLE INVESTMENT FUND
  Disciplined Stock               (a) $88     (a) $131
                                  (b) $25     (b) $ 77
                                  (c) $88     (c) $131
  International Value             (a) $92     (a) $143
                                  (b) $29     (b) $ 89
                                  (c) $92     (c) $143

FEDERATED INSURANCE SERIES
  Federated High Income Bond II   (a) $86     (a) $124
                                  (b) $23     (b) $ 71
                                  (c) $86     (c) $124
  Federated International
     Equity II                    (a) $90     (a) $137
                                  (b) $27     (b) $ 84
                                  (c) $90     (c) $137
  Federated Utility II            (a) $86     (a) $126
                                  (b) $24     (b) $ 72
                                  (c) $86     (c) $126

INVESCO VARIABLE INVESTMENT FUNDS, INC.
  INVESCO VIF - High Yield        (a) $87     (a) $127
                                  (b) $24     (b) $ 73
                                  (c) $87     (c) $127
  INVESCO VIF - Industrial Income (a) $87     (a) $129
                                  (b) $25     (b) $ 75
                                  (c) $87     (c) $129

JANUS ASPEN SERIES
  Aggressive Growth               (a) $85     (a) $123
                                  (b) $23     (b) $ 70
                                  (c) $85     (c) $123
  Growth                          (a) $85     (a) $121
                                  (b) $22     (b) $ 68
                                  (c) $85     (c) $121

  Worldwide Growth                (a) $85     (a) $123
                                  (b) $22     (b) $ 69
                                  (c) $85     (c) $123

LAZARD RETIREMENT SERIES, INC.
  Lazard Retirement Equity        (a) $93     (a) $145
                                  (b) $30     (b) $ 92
                                  (c) $93     (c) $145
  Lazard Retirement Small Cap     (a) $93     (a) $145
                                  (b) $30     (b) $ 92
                                  (c) $93     (c) $145

LORD ABBETT SERIES FUND, INC.
  Growth and Income               (a) $85     (a) $120
                                  (b) $22     (b) $ 67
                                  (c) $85     (c) $120

MITCHELL HUTCHINS SERIES TRUST
  Growth and Income               (a) $93     (a) $147
                                  (b) $31     (b) $ 93
                                  (c) $93     (c) $147

NEUBERGER & BERMAN ADVISERS
MANAGEMENT TRUST
  Limited Maturity Bond           (a) $86     (a) $123
                                  (b) $23     (b) $ 70
                                  (c) $86     (c) $123
  Partners                        (a) $86     (a) $126
                                  (b) $24     (b) $ 73
                                  (c) $86     (c) $126

STRONG OPPORTUNITY FUND II, INC.
  Opportunity Fund II             (a) $89     (a) $135
                                  (b) $27     (b) $ 81
                                  (c) $89     (c) $135

STRONG VARIABLE INSURANCE FUNDS, INC.
  Growth II                       (a) $90     (a) $136
                                  (b) $27     (b) $ 83
                                  (c) $90     (c) $136

VAN ECK WORLDWIDE INSURANCE TRUST
  Worldwide Bond                  (a) $89     (a) $134
                                  (b) $26     (b) $ 80
                                  (c) $89     (c) $134
  Worldwide Emerging Markets      (a) $86     (a) $124
                                  (b) $23     (b) $ 71
                                  (c) $86     (c) $124
  Worldwide Hard Assets           (a) $90     (a) $136
                                  (b) $27     (b) $ 82
                                  (c) $90     (c) $136
  Worldwide Real Estate           (a) $88     (a) $130
                                  (b) $25     (b) $ 77
                                  (c) $88     (c) $130


EXPLANATION OF FEE TABLE AND EXAMPLES

     1. The  purpose of the Fee Table is to show you the  various  expenses  you
will incur  directly or  indirectly  with the CONTRACT.  The Fee Table  reflects
expenses of the Separate Account as well as the INVESTMENT PORTFOLIOS.

     2.  Every  year  you can  take  money  out of your  CONTRACT,  without  the
contingent  deferred sales charge, of an amount equal to the greater of: (i) 10%
of the  value of your  CONTRACT  (on a  non-cumulative  basis),  or (ii) the IRS
minimum  distribution  requirement  for your CONTRACT if issued as an Individual
Retirement  Annuity, or (iii) the total of your PURCHASE PAYMENTS that have been
in the CONTRACT more than 7 complete years.

     3. Conseco  Variable  will not charge you the transfer fee even if there is
more than one transfer in a 30-day period during the  ACCUMULATION  PHASE if the
transfer is for the Dollar Cost  Averaging,  Sweep or Rebalancing  Programs.  We
will also not charge you a transfer fee on transfers made at the end of the free
look period. All reallocations made on the same day count as one transfer.

     4. Conseco Variable will not charge the contract  maintenance charge if the
value of your  CONTRACT  is  $50,000  or more.  However,  if you make a complete
withdrawal, we will charge the contract maintenance charge.

     5. Premium taxes are not  reflected.  Premium taxes may apply  depending on
the state where you live.

     6. The assumed average CONTRACT size is $30,000.

     7. THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

   There is Condensed Financial Information in Appendix A to this prospectus.

1. THE CONSECO ADVANTAGE ANNUITY CONTRACT

     This Prospectus  describes the Conseco Advantage Fixed and Variable Annuity
CONTRACT offered by Conseco Variable.

     An annuity is a CONTRACT between you, the OWNER,  and an insurance  company
(in this case Conseco Variable), where the insurance company promises to pay you
an income, in the form of ANNUITY PAYMENTS.  Until you decide to begin receiving
ANNUITY  PAYMENTS,  your annuity is in the  ACCUMULATION  PHASE.  Once you begin
receiving ANNUITY PAYMENTS, your CONTRACT switches to the INCOME PHASE.

     The CONTRACT benefits from  TAX-DEFERRAL.  TAX-DEFERRAL  means that you are
not taxed on earnings or  appreciation  on the assets in your CONTRACT until you
take money out of your CONTRACT.

     The  CONTRACT is a variable  annuity.  You can choose  among 40  INVESTMENT
PORTFOLIOS and, depending upon market conditions,  you can make or lose money in
any of these  portfolios.  If you select  the  variable  annuity  portion of the
CONTRACT, the amount of money you are able to accumulate in your CONTRACT during
the ACCUMULATION PHASE depends upon the investment performance of the INVESTMENT
PORTFOLIO(S)  you select.  The amount of the ANNUITY PAYMENTS you receive during
the INCOME PHASE from the variable  annuity portion of the CONTRACT also depends
upon the investment  performance of the INVESTMENT PORTFOLIOS you select for the
INCOME PHASE.

     The CONTRACT contains a FIXED ACCOUNT. The FIXED ACCOUNT offers an interest
rate that is guaranteed to be no less than 3% by Conseco Variable. If you select
the  FIXED  ACCOUNT,  the  amount of money  you are able to  accumulate  in your
CONTRACT during the ACCUMULATION  PHASE depends upon the total interest credited
to your  CONTRACT.  The amount of the ANNUITY  PAYMENTS  you receive  during the
INCOME PHASE from the FIXED  ACCOUNT  portion of the CONTRACT  will remain level
for the entire INCOME PHASE.

     The CONTRACT also contains 3 GUARANTEE PERIODS within the MVA OPTION.  Your
money will earn interest at the rate set by Conseco Variable.  The interest rate
is guaranteed by Conseco  Variable for the time you agree to leave your money in
the GUARANTEE PERIOD. We currently offer GUARANTEE PERIODS for 1, 3 and 5 years.
If you allocate money to a GUARANTEE PERIOD, the amount of money you are able to
accumulate in your CONTRACT during the ACCUMULATION PHASE depends upon the total
interest credited to your CONTRACT. An adjustment to your CONTRACT will apply to
withdrawals,  transfers  or  annuitizations  from the 1, 3 and 5 year  GUARANTEE
PERIODS prior to the end of the selected period.

     As OWNER of the CONTRACT,  you exercise all rights under the CONTRACT.  You
can change the OWNER at any time by notifying  Conseco Variable in writing.  You
and another person can be named JOINT OWNERS. We have described more information
on this in Section 10--Other Information.

2. ANNUITY PAYMENTS (THE INCOME PHASE)

     Under the CONTRACT you can receive regular income payments.  You can choose
the month and year in which those payments  begin. We call that date the ANNUITY
DATE.  Your  ANNUITY  DATE can be any date  selected by you.  Your  ANNUITY DATE
cannot be any earlier than 90 days after we issue the CONTRACT. ANNUITY PAYMENTS
must begin by the earlier of the  ANNUITANT's  90th birthday or the maximum date
allowed by law. You can also choose among income  plans.  We call those  ANNUITY
OPTIONS.

     We ask you to choose your ANNUITY DATE when you purchase the CONTRACT. With
30 days notice to us, you can change the ANNUITY  DATE or ANNUITY  OPTION at any
time before the ANNUITY DATE.  The ANNUITANT is the person whose life we look to
when we determine ANNUITY PAYMENTS.

     You can select an ANNUITY  OPTION any time 30 days before the ANNUITY DATE.
If you do not choose an ANNUITY OPTION,  we will assume that you selected Option
2 which provides a life annuity with 10 years of guaranteed payments.

     On the ANNUITY DATE the value of your CONTRACT,  less any premium tax, plus
any market  value  adjustment  (which may be  positive  or  negative),  less any
contingent deferred sales charge, and less any contract  maintenance charge will
be applied under the ANNUITY OPTION you selected.  If you select an ANNUITY DATE
that is at least 4 years  after  your  CONTRACT  was  issued  and you  choose an
ANNUITY OPTION that has a life  contingency or is for a minimum of 5 years,  the
value of your CONTRACT,  less any premium tax and less any contract  maintenance
charge  will be applied  under the ANNUITY  OPTION you  selected.  A  contingent
deferred sales charge will not be deducted under these circumstances.

     During the INCOME  PHASE,  you can  choose to have  payments  come from the
INVESTMENT PORTFOLIOS,  the FIXED ACCOUNT or both. Payments cannot come from the
MVA OPTION during the INCOME PHASE. If you don't tell us otherwise, your ANNUITY
PAYMENTS  will  be  based  on  the  investment  allocations  in  the  INVESTMENT
PORTFOLIOS and FIXED ACCOUNT that were in place on the ANNUITY DATE.

     If you choose to have any portion of your  ANNUITY  PAYMENTS  come from the
INVESTMENT  PORTFOLIO(S),  the dollar  amount of your payment will depend upon 3
things:

     1)   the  value of your  CONTRACT  in the  INVESTMENT  PORTFOLIO(S)  on the
          ANNUITY DATE;

     2)   the 3% or 5% (as you  selected)  assumed  investment  rate used in the
          annuity table for the CONTRACT; and

     3)   the performance of the INVESTMENT PORTFOLIO(S) you selected.

You can  choose  either a 5% or a 3%  assumed  investment  rate.  If the  actual
performance  exceeds the 3% or 5% (as you selected)  assumed rate,  your ANNUITY
PAYMENTS will increase.  Similarly, if the actual rate is less than 3% or 5% (as
you selected) your ANNUITY PAYMENTS will decrease.

     Unless you notify us  otherwise,  we will pay the ANNUITY  PAYMENTS to you.
You can change the payee at any time prior to the ANNUITY DATE.  Income from any
distribution will be reported to you for tax purposes.

     You can choose one of the  following  ANNUITY  OPTIONS or any other ANNUITY
OPTION which is acceptable to Conseco.  After ANNUITY PAYMENTS begin, you cannot
change the ANNUITY OPTION.

     OPTION 1.  INCOME  FOR A  SPECIFIED  PERIOD.  We will pay an  income  for a
specific number of years in equal installments.

     OPTION  2. LIFE  ANNUITY  WITH 5, 10 OR 20 YEARS  GUARANTEED.  We will make
monthly ANNUITY  PAYMENTS so long as the ANNUITANT is alive.  However,  when the
ANNUITANT  dies,  if we have made  ANNUITY  PAYMENTS  for less than the selected
guaranteed  period,  we will then continue to make ANNUITY PAYMENTS for the rest
of the guaranteed period to the beneficiary.

     OPTION 3.  INCOME OF  SPECIFIED  AMOUNT.  We will pay income of a specified
amount until the principal and interest are exhausted.

     OPTION 4. JOINT AND SURVIVOR ANNUITY. We will make monthly ANNUITY PAYMENTS
so long as the  ANNUITANT and a joint  ANNUITANT are both alive.  When either of
these  people  die,  the  amount  of the  ANNUITY  PAYMENTS  we will make to the
survivor  can be equal to 100%,  66 2/3% or 50% of the amount that we would have
paid if both were alive.

     ANNUITY PAYMENTS are made monthly unless you have less than $5,000 to apply
toward a payment.  In that case,  Conseco  Variable  may make a single  lump sum
payment to you.  Likewise,  if your  ANNUITY  PAYMENTS  would be less than $50 a
month,  Conseco has the right to change the  frequency  of payments so that your
ANNUITY PAYMENTS are at least $50.

3. PURCHASE

PURCHASE PAYMENTS

     A  PURCHASE  PAYMENT  is the  money  you give us to buy the  CONTRACT.  The
minimum we will accept is $5,000 when the CONTRACT is bought as a  NON-QUALIFIED
CONTRACT.  If you are buying the  CONTRACT as part of an  Individual  Retirement
Annuity (IRA),  the minimum we will accept is $2,000.  For each GUARANTEE PERIOD
of the MVA  OPTION,  a minimum of $2,000 is  required.  The maximum we accept is
$500,000 without our prior approval.

You can make  additional  PURCHASE  PAYMENTS of $500 or more to a  NON-QUALIFIED
CONTRACT  and $50 to an IRA  CONTRACT.  However,  if you  select  the  automatic
premium check option,  you can make  additional  payments of $200 each month for
NON-QUALIFIED CONTRACTS and $50 each month for IRA CONTRACTS.

ALLOCATION OF PURCHASE PAYMENTS

     When you purchase a CONTRACT, we will allocate your PURCHASE PAYMENT to the
FIXED ACCOUNT, the GUARANTEE PERIODS of the MVA OPTION and/or one or more of the
INVESTMENT PORTFOLIOS you have selected. CURRENTLY, YOU CAN ALLOCATE MONEY TO UP
TO 15 INVESTMENT  PORTFOLIOS AT ANY ONE TIME.  If you make  additional  PURCHASE
PAYMENTS,  we will allocate them in the same way as your first PURCHASE  PAYMENT
unless  you tell us  otherwise.  Currently,  the  minimum  amount  which  can be
allocated  to any of the  GUARANTEE  PERIODS  of the MVA  OPTION is  $2,000.  We
reserve the right to change this amount in the future.

     Once we receive your  PURCHASE  PAYMENT and the necessary  information,  we
will issue your  CONTRACT  and allocate  your first  PURCHASE  PAYMENT  within 2
business days. If you do not provide us all of the information  needed,  we will
contact you. If for some reason we are unable to complete this process  within 5
business  days,  we will either send back your money or get your  permission  to
keep it until we get all of the necessary information.  If you add more money to
your  CONTRACT by making  additional  PURCHASE  PAYMENTS,  we will credit  these
amounts to your  CONTRACT  within one business day. Our business day closes when
the New York Stock Exchange closes, usually 4:00 P.M. Eastern time.

FREE LOOK

     If you change your mind about owning the CONTRACT, you can cancel it within
10 days after receiving it (or whatever period is required in your state).  When
you CANCEL the  CONTRACT  within this time  period,  Conseco  Variable  will not
assess a contingent deferred sales charge. On the day we receive your request we
will return the value of your  CONTRACT.  In some states,  we may be required to
refund your PURCHASE  PAYMENT.  If you have purchased the CONTRACT as an IRA, we
are required to give you back your PURCHASE PAYMENT if you decide to cancel your
CONTRACT  within 10 days after  receiving it (or whatever  period is required in
your state).

ACCUMULATION UNITS

     The ACCUMULATION  UNIT value for each account was arbitrarily set initially
at $10.00.  The value of the  variable  annuity  portion of your  CONTRACT  will
increase or decrease depending upon the investment performance of the INVESTMENT
PORTFOLIO(S)  you choose.  In order to keep track of the value of your CONTRACT,
we use a unit of measure we call an  ACCUMULATION  UNIT. (An  ACCUMULATION  UNIT
works like a share of a mutual fund.) During the INCOME PHASE of the CONTRACT we
call the unit an ANNUITY UNIT.

     Every day we determine  the value of an  ACCUMULATION  UNIT for each of the
INVESTMENT  PORTFOLIOS  by  multiplying  the  ACCUMULATION  UNIT  value  for the
previous period by a factor for the current period. The factor is determined by:

     1.  dividing the value of an INVESTMENT  PORTFOLIO  share at the end of the
current  period  (and any  charges  for  taxes)  by the  value of an  INVESTMENT
PORTFOLIO share for the previous period; and

     2. subtracting the daily amount of the insurance charges.

     The value of an ACCUMULATION UNIT may go up or down from day to day.

     When you make a PURCHASE PAYMENT, we credit your CONTRACT with ACCUMULATION
UNITS.  The number of ACCUMULATION  UNITS credited is determined by dividing the
amount of the PURCHASE PAYMENT allocated to an INVESTMENT PORTFOLIO by the value
of the ACCUMULATION UNIT for that INVESTMENT PORTFOLIO.

     We  calculate  the  value  of an  ACCUMULATION  UNIT  for  each  INVESTMENT
PORTFOLIO after the New York Stock Exchange closes each day and then credit your
CONTRACT.

   EXAMPLE:

     On Wednesday we receive an additional  PURCHASE PAYMENT of $4,000 from you.
You have told us you want this to go to the Common Stock Portfolio. When the New
York Stock Exchange closes on that Wednesday,  we determine that the value of an
ACCUMULATION  UNIT for the Common  Stock  Portfolio  is $12.25.  We then  divide
$4,000 by $12.25  and credit  your  CONTRACT  on  Wednesday  night  with  326.53
ACCUMULATION UNITS for the Common Stock Portfolio.

4. INVESTMENT OPTIONS

INVESTMENT PORTFOLIOS

     The CONTRACT offers 40 INVESTMENT  PORTFOLIOS  which are listed below.  You
can  invest  in up to 15  INVESTMENT  PORTFOLIOS  at any  one  time.  Additional
INVESTMENT PORTFOLIOS may be available in the future.

     Shares of the funds are offered in connection with certain variable annuity
contracts  and  variable  life  insurance  policies  of various  life  insurance
companies  which may or may not be  affiliated  with Conseco  Variable.  Certain
INVESTMENT  PORTFOLIOS are also sold directly to QUALIFIED  plans.  The funds do
not believe that offering their shares in this manner will be disadvantageous to
you.

     Conseco  Variable  may enter into  certain  arrangements  under which it is
reimbursed  by  the  INVESTMENT   PORTFOLIOS'   advisers,   distributors  and/or
affiliates for the administrative services which it provides to the portfolios.

     YOU  SHOULD  READ  THE   PROSPECTUSES  FOR  THESE  FUNDS  CAREFULLY  BEFORE
INVESTING. COPIES OF THESE PROSPECTUSES ARE ATTACHED TO THIS PROSPECTUS.

   CONSECO SERIES TRUST

     Conseco  Series Trust is a mutual fund with  multiple  portfolios.  Conseco
Series  Trust is managed by  Conseco  Capital  Management,  Inc.  The  following
portfolios are available under the CONTRACT:

   Asset Allocation Portfolio
   Common Stock Portfolio
   Corporate Bond Portfolio
   Government Securities Portfolio
   Money Market Portfolio

   THE ALGER AMERICAN FUND

     The Alger  American  Fund is a mutual fund with multiple  portfolios.  Fred
Alger  Management,   Inc.  serves  as  the  investment  adviser.  The  following
portfolios are available under the CONTRACT:

   Alger American Growth Portfolio
   Alger American Leveraged AllCap Portfolio
   Alger American MidCap Growth Portfolio
   Alger American Small Capitalization Portfolio

   AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

     American Century Variable Portfolios,  Inc. is a series of funds managed by
American  Century  Investment  Management,  Inc. The  following  portfolios  are
available under the CONTRACT:

   VP Income & Growth
   VP International
   VP Value (long-term capital growth with income as a secondary objective)

   BERGER INSTITUTIONAL PRODUCTS TRUST

     Berger  Institutional  Products  Trust  is  a  mutual  fund  with  multiple
portfolios.  Berger Associates, Inc. is the investment adviser to all portfolios
except the  Berger/BIAM  IPT--International  Fund.  BBOI  Worldwide,  LLC is the
adviser to the Berger/BIAM IPT--International Fund. The following portfolios are
available under the CONTRACT:

   Berger IPT--100 Fund (long-term capital appreciation)
   Berger IPT--Growth and Income Fund
   Berger IPT--Small Company Growth Fund
   Berger/BIAM IPT--International Fund

   THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.

     The  Dreyfus  Socially  Responsible  Growth  Fund,  Inc.  is managed by The
Dreyfus  Corporation.  Dreyfus has hired NCM Capital  Management  Group, Inc. to
serve as sub-investment  adviser and provide day-to-day management of the Fund's
investments.

   DREYFUS STOCK INDEX FUND

     The Dreyfus Corporation serves as the Fund's manager. Dreyfus has hired its
affiliate,  Mellon Equity Associates,  to serve as the Fund's index fund manager
and provide day-to-day management of the Fund's investments.

   DREYFUS VARIABLE INVESTMENT FUND

     The  Dreyfus  Variable  Investment  Fund is a  mutual  fund  with  multiple
portfolios.  The  Dreyfus  Corporation  serves as the  investment  adviser.  The
following portfolios are available under the CONTRACT:

     Disciplined   Stock  Portfolio   (seeks  to  outperform  the  total  return
performance of the Standard & Poor's 500 Composite Stock Price Index)

   International Value Portfolio

   FEDERATED INSURANCE SERIES

     Federated  Insurance  Series  is a mutual  fund with  multiple  portfolios.
Federated  Advisers is the  investment  adviser.  The following  portfolios  are
available under the CONTRACT:

   Federated High Income Bond Fund II
   Federated International Equity Fund II
   Federated Utility Fund II

   INVESCO VARIABLE INVESTMENT FUNDS, INC.

     INVESCO  Variable  Investment  Funds,  Inc. is a mutual fund with  multiple
portfolios.  INVESCO Funds Group, Inc. is the investment adviser.  The following
portfolios are available under the CONTRACT:

   INVESCO VIF - High Yield Portfolio
   INVESCO VIF - Industrial Income Portfolio (seeks high current income with
                 capital appreciation as a secondary goal)

   JANUS ASPEN SERIES

     The Janus Aspen Series is a mutual fund with multiple  portfolios which are
advised by Janus Capital  Corporation.  The following  portfolios  are available
under the CONTRACT:

   Aggressive Growth Portfolio
   Growth Portfolio
   Worldwide Growth Portfolio

   LAZARD RETIREMENT SERIES, INC.

     Lazard Retirement Series,  Inc. is a mutual fund with multiple  portfolios.
Lazard  Asset  Management,  a  division  of  Lazard  Freres & Co.,  LLC,  is the
investment  manager for each portfolio.  The following  portfolios are available
under the CONTRACT:

   Lazard Retirement Equity Portfolio
   Lazard Retirement Small Cap Portfolio

   LORD ABBETT SERIES FUND, INC.

     Lord Abbett  Series Fund,  Inc. is a mutual fund managed by Lord,  Abbett &
Co. The following portfolio is available under the CONTRACT:

   Growth and Income Portfolio

   MITCHELL HUTCHINS SERIES TRUST

     Mitchell  Hutchins Series Trust is a mutual fund with multiple  portfolios.
Mitchell  Hutchins Asset Management,  Inc. provides advisory and  administrative
services to the Fund. The following portfolio is available under the CONTRACT:

   Growth and Income Portfolio

   NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST

     Each portfolio of Neuberger & Berman Advisers Management Trust invests in a
corresponding series of Advisers Managers Trust. All series of Advisers Managers
Trust are managed by Neuberger & Berman Management  Incorporated.  The following
are available under the CONTRACT:

   Limited Maturity Bond Portfolio
   Partners Portfolio (capital growth)

   STRONG OPPORTUNITY FUND II, INC.

     Strong  Opportunity  Fund II is a mutual  fund  managed  by Strong  Capital
Management, Inc. The following portfolio is available under the CONTRACT:

   Opportunity Fund II (capital growth)

   STRONG VARIABLE INSURANCE FUNDS, INC.

     Strong  Variable  Insurance  Funds,  Inc.  is a mutual  fund with  multiple
series.  Strong Capital Management,  Inc. serves as the investment adviser.  The
following series is available under the CONTRACT:

   Growth Fund II

   VAN ECK WORLDWIDE INSURANCE TRUST

     Van Eck Worldwide Insurance Trust is a mutual fund with multiple portfolios
which are managed by Van Eck Associates  Corporation.  The following  portfolios
are available under the CONTRACT:

   Worldwide Bond Fund
   Worldwide Emerging Markets Fund
   Worldwide Hard Assets Fund
   Worldwide Real Estate Fund

THE FIXED ACCOUNT

     You can invest in the one year FIXED ACCOUNT of Conseco Variable. The FIXED
ACCOUNT  offers  an  interest  rate  that is  guaranteed  to be no less  than 3%
annually by Conseco Variable.  If you select the FIXED ACCOUNT,  your money will
be placed with the other general assets of Conseco Variable.

THE MVA OPTION

     The  CONTRACT  also  offers  three  GUARANTEE  PERIODS of the market  value
adjustment  option (MVA  OPTION).  A GUARANTEE  PERIOD is the period of time for
which  interest  is  credited  in  the  market  value  adjustment  option.  Each
allocation  or  transfer  to the MVA OPTION  creates  one or more new  GUARANTEE
PERIODS.  We  currently  offer  GUARANTEE  PERIODS of 1, 3 and 5 years.  You can
allocate  your  PURCHASE  PAYMENT  or  transfer  money  to any of the  currently
available periods.

     The  GUARANTEE  PERIODS of the MVA  OPTION  offer  interest  rates that are
guaranteed  by Conseco  Variable.  Interest  rates may differ  from time to time
because of changes in market conditions.  The interest rates set for a GUARANTEE
PERIOD for new  PURCHASE  PAYMENTS  may be  different  from the  interest  rates
offered for money already in the GUARANTEE PERIODS. We set interest rates at our
discretion.  Once we set an interest  rate for a GUARANTEE  PERIOD,  it will not
change during that period.

     If you do not  specify a GUARANTEE  PERIOD at the time of renewal,  we will
select  the same  GUARANTEE  PERIOD  that just  finished  as long as it does not
extend  beyond the latest  ANNUITY DATE. If it does, we will choose the one year
period. If there is no GUARANTEE PERIOD for the same period  available,  the one
year period will be selected.  If it is not  available,  the next longest period
will be selected.

     If you take money out (whether by withdrawal, transfer or annuitization) of
the  GUARANTEE  PERIOD before the end of the period in excess of the free amount
(see below), an adjustment will be made to the amount withdrawn. This adjustment
is referred to as a market value  adjustment.  The market value  adjustment  can
increase or decrease the amount you take out of your  CONTRACT.  However,  after
the first  year in a period,  you can make one  withdrawal  each year of up to a
total of 10% of the value of your MVA OPTION in that period and no market  value
adjustment will be made to that withdrawal (free amount).

     We will not apply a market  value  adjustment  for any  withdrawals  in the
following situations:

o    to pay a death benefit;

o    to pay fees or charges under the CONTRACT;

o    amounts which you withdraw or transfer  during the 30-day period before the
     end of the GUARANTEE PERIOD;

o    when your  CONTRACT  switches to the INCOME PHASE if your ANNUITY  PAYMENTS
     begin  after the 4th year from the date your  CONTRACT  was  issued and you
     have chosen an ANNUITY  OPTION that provides for a life  contingency  or is
     for a period of at least 5 years; or

o    withdrawals of the free amount.

     The market value  adjustment is  determined by comparing the U.S.  Treasury
rate which was in effect at the beginning of the GUARANTEE PERIOD for the length
of the GUARANTEE PERIOD selected versus the current U.S. Treasury Rate as of the
date of the  withdrawal or transfer for the number of years  remaining  (rounded
up) plus .005. The U.S. Treasury Rate is the Bloomberg  published  Treasury rate
found in the Wall Street Journal or on the Bloomberg  System,  representing  the
last trade made in the Treasury market for the applicable  maturities related to
the product.  In general,  if interest  rates have dropped  between the time you
allocated your money to the GUARANTEE PERIOD and the time you took it out, there
will be a positive  adjustment to the value of your  CONTRACT.  But, if interest
rates have increased  between the time you allocated your money to the GUARANTEE
PERIOD and the time you took it out, there will be a negative adjustment.

     Appendix  B  contains  more  information  regarding  how  Conseco  Variable
calculates the market value adjustment, including examples.

TRANSFERS

     You can  transfer  money  among the FIXED  ACCOUNT,  the MVA OPTION and the
INVESTMENT  PORTFOLIOS.  However,  you  cannot  be  invested  in  more  than  15
INVESTMENT  PORTFOLIOS,  the 3  GUARANTEE  PERIODS of the MVA OPTION  and/or the
FIXED ACCOUNT at any time.

   TRANSFERS DURING THE ACCUMULATION PHASE.

     You can make one transfer in a 30-day period during the ACCUMULATION  PHASE
without  charge.  You can make a transfer to or from the FIXED ACCOUNT,  the MVA
OPTION  and to or from any  INVESTMENT  PORTFOLIO.  Transfers  from a  GUARANTEE
PERIOD of the MVA  OPTION  before  the end of the  period  may be  subject to an
adjustment.  If you make more than one transfer in a 30-day  period,  a transfer
fee of $25 may be  deducted.  The  following  apply to any  transfer  during the
ACCUMULATION PHASE:

     1. The minimum  amount  which you can transfer is $500 or your entire value
in the  INVESTMENT  PORTFOLIO,  or $2,000 into any  GUARANTEE  PERIOD of the MVA
OPTION or FIXED ACCOUNT.  This requirement is waived if the transfer is pursuant
to the dollar cost averaging or rebalancing programs.

     2. You must leave at least  $500 in each  INVESTMENT  PORTFOLIO,  GUARANTEE
PERIOD of the MVA OPTION or the FIXED ACCOUNT  after you make a transfer  unless
the entire amount is being  transferred.  Transfers out of the FIXED ACCOUNT are
limited to 20% of the value of your CONTRACT every 6 months.

     3.  Your  request  for a  transfer  must  clearly  state  which  INVESTMENT
PORTFOLIO(S),  the  GUARANTEE  PERIOD of the MVA OPTION or the FIXED ACCOUNT are
involved in the transfer.

     4. Your  request for transfer  must clearly  state how much the transfer is
for.

   TRANSFERS DURING THE INCOME PHASE.

     You can only make two transfers every year during the INCOME PHASE. The two
transfers are free. We measure a year from the  anniversary of the day we issued
your CONTRACT. The following apply to any transfer during the INCOME PHASE:

     1. You can make transfers at least 30 days before the due date of the first
ANNUITY PAYMENT for which the transfer will apply.

     2. The minimum  amount  which you can transfer is $500 or your entire value
in the INVESTMENT PORTFOLIO.

     3. You must leave at least $500 in each INVESTMENT  PORTFOLIO (or $0 if you
are transferring the entire amount) after a transfer.

     4. No transfers  can be made between the FIXED  ACCOUNT and the  INVESTMENT
PORTFOLIOS. You may only make transfers between the INVESTMENT PORTFOLIOS.

     This product is not designed for professional market timing  organizations.
Conseco Variable reserves the right to modify the transfer privileges  described
above.

     TELEPHONE TRANSFERS.  You can elect to make transfers by telephone. You can
also  authorize  someone else to make transfers for you. If you own the CONTRACT
with a JOINT OWNER,  unless Conseco  Variable is instructed  otherwise,  Conseco
Variable will accept  instructions  from either you or the other OWNER.  Conseco
Variable will use reasonable procedures to confirm that instructions given us by
telephone are genuine.  All telephone calls will be recorded and the caller will
be asked to produce  personalized  data about the OWNER  before we will make the
telephone transfer.  We will send you a written confirmation of the transfer. If
Conseco Variable fails to use such  procedures,  we may be liable for any losses
due to unauthorized or fraudulent instructions.

DOLLAR COST AVERAGING PROGRAM

     The Dollar Cost Averaging Program allows you to  systematically  transfer a
set amount either monthly,  quarterly,  semi-annually or annually from the Money
Market   Portfolio  or  the  FIXED  ACCOUNT  to  any  of  the  other  INVESTMENT
portfolio(s).  You cannot  transfer  to the MVA OPTION  under this  program.  By
allocating  amounts on a regular  schedule  as opposed to  allocating  the total
amount at one  particular  time,  you may be less  susceptible  to the impact of
market fluctuations.

     You must have at least  $2,000 in the Money  Market  Portfolio or the FIXED
ACCOUNT in order to participate in the Dollar Cost Averaging Program.

     All Dollar Cost Averaging  transfers will be made on the first business day
of the month.  Dollar  Cost  Averaging  must be for 36-60  months.  Dollar  Cost
Averaging  will end when the value in the Money  Market  Portfolio  or the FIXED
ACCOUNT is zero. We will notify you when that happens.

     If you participate in the Dollar Cost Averaging Program, the transfers made
under the program are not taken into account in determining any transfer fee.

REBALANCING PROGRAM

     Once your money has been  allocated  among the INVESTMENT  PORTFOLIOS,  the
performance of each portfolio may cause your  allocation to shift.  If the value
of your  CONTRACT  is at  least  $5,000,  you  can  direct  us to  automatically
rebalance  your CONTRACT to return to your original  percentage  allocations  by
selecting  our  Rebalancing  Program.  You can  tell  us  whether  to  rebalance
quarterly,  semi-annually  or annually.  We will measure  these periods from the
date  you  selected.  You  must  use  whole  percentages  in 1%  increments  for
rebalancing.  There will be no  rebalancing  within the FIXED ACCOUNT or the MVA
OPTION.  You can  discontinue  rebalancing  at any  time.  You can  change  your
rebalancing  requests at any time in writing  which we must  receive  before the
next  rebalancing  date. If you  participate  in the  Rebalancing  Program,  the
transfers made under the program are not taken into account in  determining  any
transfer fee.

EXAMPLE:

     Assume  that you  want  your  initial  PURCHASE  PAYMENT  split  between  2
INVESTMENT  PORTFOLIOS.  You want 40% to be in the Corporate  Bond Portfolio and
60% to be in Growth  Portfolio.  Over the next 2 1/2 months the bond market does
very well  while  the  stock  market  performs  poorly.  At the end of the first
quarter,  the  Corporate  Bond  Portfolio  now  represents  50% of your holdings
because  of its  increase  in value.  If you had  chosen  to have your  holdings
rebalanced  quarterly,  on the first day of the next quarter,  Conseco  Variable
would sell some of your units in the Corporate Bond Portfolio to bring its value
back to 40% and use the  money to buy  more  units in the  Growth  Portfolio  to
increase those holdings to 60%.

ASSET ALLOCATION PROGRAM

     We  understand  the  importance  to you of having  advice  from a financial
adviser regarding your investments in the CONTRACT (asset  allocation  program).
Certain  investment  advisers  have  made  arrangements  with us to  make  their
services  available  to you.  Conseco  Variable  has not  made  any  independent
investigation  of these advisers and is not endorsing such programs.  You may be
required to enter into an advisory  agreement  with your  investment  adviser to
have the fees paid out of your CONTRACT during the ACCUMULATION PHASE.
 
     Conseco  Variable  will,  pursuant to an agreement with you, make a partial
withdrawal  from  the  value of your  CONTRACT  to pay for the  services  of the
investment  adviser.  If the CONTRACT is  NON-QUALIFIED,  the withdrawal will be
treated  like any other  distribution  and may be included  in gross  income for
federal tax purposes. Further, if you are under age 59 1/2, it may be subject to
a tax penalty.  If the CONTRACT is QUALIFIED,  the withdrawal for the payment of
fees may not be treated as a taxable distribution if certain conditions are met.
Additionally,  any  withdrawals  for this purpose may be subject to a contingent
deferred  sales  charge.  You should  consult a tax  adviser  regarding  the tax
treatment of the payment of investment adviser fees from your CONTRACT.

SWEEP PROGRAM

     You can elect to transfer  (sweep) your  earnings from the FIXED ACCOUNT to
the INVESTMENT PORTFOLIOS on a periodic and systematic basis.

VOTING RIGHTS

     Conseco  Variable is the legal OWNER of the  INVESTMENT  PORTFOLIO  shares.
However,  Conseco Variable believes that when an INVESTMENT  PORTFOLIO  solicits
proxies in  conjunction  with a vote of  shareholders,  it is required to obtain
from you and other OWNERS  instructions as to how to vote those shares.  When we
receive those instructions,  we will vote all of the shares we own in proportion
to those  instructions.  Should Conseco Variable  determine that it is no longer
required to comply with the above, we will vote the shares in our own right.

SUBSTITUTION

     Conseco Variable may, in the interest of shareholders, deem it necessary to
discontinue  one or more of the INVESTMENT  PORTFOLIOS or substitute a new might
occur,  we will notify you in  advance.  We will  obtain  prior  approval by the
Securities and Exchange Commission before any such change is made.

5. EXPENSES

     There are charges and other  expenses  associated  with the  CONTRACT  that
reduce the return on your investment in the CONTRACT. These charges and expenses
are:

INSURANCE CHARGES

     Each day,  Conseco  Variable  makes a deduction for its insurance  charges.
Conseco  Variable  does  this as part of its  calculation  of the  value  of the
ACCUMULATION UNITS and the ANNUITY UNITS.

     The  insurance  charge has two parts:  1) the  mortality  and expense  risk
charge and 2) the administrative charge.

o    MORTALITY  AND EXPENSE  RISK  CHARGE.  This  charge is equal,  on an annual
     basis,  to 1.25% of the average daily value of the CONTRACT  invested in an
     INVESTMENT PORTFOLIO, after expenses have been deducted. This charge is for
     the   insurance   benefits   provided   under  the   CONTRACT  and  certain
     administrative and distribution expenses associated with the CONTRACT.

o    ADMINISTRATIVE CHARGE. This charge is equal, on an annual basis, to .15% of
     the  average  daily  value  of  the  CONTRACT  invested  in  an  INVESTMENT
     PORTFOLIO,  after expenses have been deducted. This charge may be increased
     but  will not  exceed  .25% of the  average  daily  value  of the  CONTRACT
     invested in an INVESTMENT PORTFOLIO,  after expenses have been deducted. We
     will give you 60 days' notice if this charge is  increased.  This charge is
     for certain administrative expenses.

CONTRACT MAINTENANCE CHARGE

     During the  ACCUMULATION  PHASE,  every year on the anniversary of the date
when your CONTRACT was issued,  Conseco  Variable deducts $30 from your CONTRACT
as a contract maintenance charge. We reserve the right to change this charge but
it will not be more  than $60 each  year.  No  contract  maintenance  charge  is
deducted  during the INCOME  PHASE.  This charge is for  certain  administrative
expenses associated with the CONTRACT.

     Under current  practices,  Conseco  Variable does not deduct this charge if
the value of your CONTRACT is $50,000 or more. Conseco Variable may some time in
the future discontinue this practice and deduct the charge.

     If you  make  a  complete  withdrawal  from  your  CONTRACT,  the  contract
maintenance  charge  will also be  deducted.  The charge will be deducted if the
ANNUITY DATE is other than an anniversary.

CONTINGENT DEFERRED SALES CHARGE

     During the ACCUMULATION PHASE, you can make withdrawals from your CONTRACT.
Conseco Variable keeps track of each PURCHASE PAYMENT.

     Every year you can take money out of your CONTRACT,  without charge,  of an
amount equal to the greater of:

o    10% of the value of your CONTRACT (on a non-cumulative basis), or

o    the IRS minimum distribution requirement for this CONTRACT if it was issued
     under an Individual Retirement Annuity, or

o    the total of your  PURCHASE  PAYMENTS  that have been in the CONTRACT  more
     than 7  complete  years.  Withdrawals  in excess of these  amounts  will be
     charged a contingent deferred sales charge which equals:

NO. OF YEARS                                        CONTINGENT
FROM RECEIPT                                      DEFERRED SALES
OF PURCHASE PAYMENT                                   CHARGE
================================================================
First Year........................................       7%
Second Year.......................................       7%
Third Year........................................       6%
Fourth Year.......................................       5%
Fifth Year........................................       4%
Sixth Year........................................       3%
Seventh Year......................................       2%
Eighth Year and more..............................       0%

     In addition, the following circumstances further limit or reduce withdrawal
charges:

o    for issue ages up to 52, there is no contingent  deferred sales charge made
     after the 15th CONTRACT year and later;

o    for issue ages 53 to 56, there is no contingent  deferred sales charge made
     after you attain age 67 or later;

o    for issue ages 57 and later, any otherwise  applicable  contingent deferred
     sales  charge  will be  multiplied  by a  factor  ranging  from .9 to 0 for
     CONTRACT years one through ten and later, respectively.

     The  contingent  deferred  sales charge is assessed  against each  PURCHASE
PAYMENT  withdrawn and will reduce the  remaining  value of your  CONTRACT.  The
contingent  deferred sales charge  compensates us for expenses  associated  with
selling the CONTRACT.

     Withdrawals  from a GUARANTEE  PERIOD of the MVA OPTION may also be subject
to a market value  adjustment.  (See  Appendix B for  information  on the market
value adjustment.)

     NOTE: For tax purposes,  withdrawals are generally  considered to have come
from earnings first.

     Conseco  Variable does not assess the  contingent  deferred sales charge on
death  benefits or on any payments paid out as ANNUITY  PAYMENTS if your ANNUITY
DATE is at least four years after we issue your CONTRACT and your ANNUITY OPTION
has a life contingency or is for a minimum of 5 years.

REDUCTION OR ELIMINATION OF THE CONTINGENT DEFERRED SALES CHARGE

     Conseco  Variable  will reduce or  eliminate  the amount of the  contingent
deferred sales charge when the CONTRACT is sold under circumstances which reduce
its sales expenses.  Some examples are: if there is a large group of individuals
that will be purchasing  the CONTRACT or a prospective  purchaser  already had a
relationship  with  Conseco  Variable.   Conseco  Variable  will  not  deduct  a
contingent  deferred  sales  charge  when a  CONTRACT  is issued to an  officer,
director  or  employee  or  Conseco  Variable  or  any of  its  affiliates.  Any
circumstances  resulting  in the  reduction  or  elimination  of the  contingent
deferred sales charge requires our prior approval.  In no event will elimination
of the contingent  deferred sales charge be permitted where it would be unfairly
discriminatory to any person.

TRANSFER FEE

     You can make one free transfer every 30 days during the ACCUMULATION PHASE.
If you make more than one  transfer in a 30-day  period,  you could be charged a
transfer  fee of $25 per  transfer.  We reserve the right to change the transfer
fee. The  transfer fee is deducted  from the account from which the transfer was
made.  If the  entire  amount in the  account  is  transferred,  the fee will be
deducted from the amount  transferred.  If you transfer money from more than one
account,  the charge is deducted from the account with the largest balance.  The
two transfers permitted each year during the INCOME PHASE are free.

     All  reallocations  made in the same day count as one  transfer.  Transfers
made at the end of the free look period by us are not counted in determining the
transfer fee. If the transfer is part of the Dollar Cost Averaging Program,  the
Rebalancing  Program or the Sweep Program it will not count in  determining  the
transfer fee.

     Transfers from a GUARANTEE  PERIOD of the MVA OPTION may also be subject to
a market value  adjustment.  (See Appendix B for information on the market value
adjustment.)

PREMIUM TAXES

     Some states and other governmental entities (e.g.,  municipalities)  charge
premium taxes or similar taxes.  Conseco Variable is responsible for the payment
of these  taxes and will make a  deduction  from the value of the  CONTRACT  for
them.  These  taxes are due either when the  CONTRACT is issued or when  ANNUITY
PAYMENTS begin. It is Conseco  Variable's current practice to deduct these taxes
when either  ANNUITY  PAYMENTS  begin or upon  partial or full  surrender of the
CONTRACT.  Conseco  Variable  may in the future  discontinue  this  practice and
assess the charge when the tax is due.  Premium taxes currently range from 0% to
3.5%, depending on the jurisdiction.

INCOME TAXES

     Conseco  Variable  will deduct from the CONTRACT for any income taxes which
it incurs  because of the  CONTRACT.  At the present time, we are not making any
such deductions.

INVESTMENT PORTFOLIO EXPENSES

     There  are  deductions  from and  expenses  paid out of the  assets  of the
various  INVESTMENT  PORTFOLIOS,  which  are  described  in  the  attached  fund
prospectuses.

6. TAXES

     Note: Conseco Variable has prepared the following information on taxes as a
general  discussion  of the  subject.  It is not  intended  as tax advice to any
individual.   You  should   consult   your  own  tax  adviser   about  your  own
circumstances.  Conseco  Variable  has included in the  statement of  additional
information an additional discussion regarding taxes.

ANNUITY CONTRACTS IN GENERAL

     Annuity  contracts  are a means of setting  aside  money for future  needs,
usually retirement.  Congress recognized how important saving for retirement was
and provided special rules in the Internal Revenue Code (Code) for annuities.

     Simply  stated,  these  rules  provide  that  you  will not be taxed on the
earnings  on the money held in your  annuity  contract  until you take the money
out. This is referred to as  TAX-DEFERRAL.  There are different  rules as to how
you  will be taxed  depending  on how you  take  the  money  out and the type of
CONTRACT--QUALIFIED or NON-QUALIFIED (see following sections).

     You,  as the  OWNER,  will not be taxed on  increases  in the value of your
CONTRACT  until a  distribution  occurs--either  as a  withdrawal  or as ANNUITY
PAYMENTS.  When  you  make a  withdrawal  you are  taxed  on the  amount  of the
withdrawal  that is earnings.  For ANNUITY  PAYMENTS,  different  rules apply. A
portion of each ANNUITY  PAYMENT is treated as a partial return of your PURCHASE
PAYMENTS and will not be taxed.  The  remaining  portion of the ANNUITY  PAYMENT
will be treated as ordinary  income.  How the ANNUITY PAYMENT is divided between
taxable and non-taxable  portions depends upon the period over which the ANNUITY
PAYMENTS  are  expected to be made.  ANNUITY  PAYMENTS  received  after you have
received all of your PURCHASE PAYMENTS are fully includible in income.

     When a  NON-QUALIFIED  CONTRACT  is owned by a  non-natural  person  (e.g.,
corporation or certain other entities other than a trust holding the CONTRACT as
an agent for a natural person), the CONTRACT will generally not be treated as an
annuity for tax purposes.

QUALIFIED AND NON-QUALIFIED CONTRACTS

     If you purchase the CONTRACT as an  individual  and not under an Individual
Retirement  Annuity  (IRA),  your  CONTRACT is  referred  to as a  NON-QUALIFIED
CONTRACT.

     If you purchase the CONTRACT  under an IRA, your CONTRACT is referred to as
a QUALIFIED CONTRACT.

WITHDRAWALS--NON-QUALIFIED CONTRACTS

     If you make a withdrawal from your CONTRACT, the Code generally treats such
a withdrawal as first coming from earnings and then from your PURCHASE PAYMENTS.
Such withdrawn earnings are includible in income.

     The Code also provides that any amount  received under an annuity  CONTRACT
which is  included  in income may be  subject  to a  penalty.  The amount of the
penalty  is  equal to 10% of the  amount  that is  includible  in  income.  Some
withdrawals will be exempt from the penalty. They include any amounts:

     (1)  paid on or after you reach age 59 1/2;

     (2)  paid after you die;

     (3)  paid if you become  totally  disabled  (as that term is defined in the
          Code);

     (4)  paid in a series of  substantially  equal  payments  made annually (or
          more frequently) for life or a period not exceeding life expectancy;

     (5)  paid under an immediate annuity; or

     (6)  which come from PURCHASE PAYMENTS made prior to August 14, 1982.

WITHDRAWALS--QUALIFIED CONTRACTS

     The above  information  describing the taxation of NON-QUALIFIED  CONTRACTS
does not apply to  QUALIFIED  CONTRACTS.  There are  special  rules that  govern
QUALIFIED  CONTRACTS.  We  have  provided  a  more  complete  discussion  in the
Statement of Additional Information.

DIVERSIFICATION

     The Code provides that the underlying  investments  for a variable  annuity
must satisfy certain  diversification  requirements in order to be treated as an
annuity CONTRACT.  Conseco Variable believes that the INVESTMENT  PORTFOLIOS are
being managed so as to comply with the requirements.

INVESTOR CONTROL

     Neither the Code nor the Internal  Revenue  Service  Regulations  issued to
date provide  guidance as to the  circumstances  under which you, because of the
degree of control you exercise over the underlying investments,  and not Conseco
would be considered the OWNER of the shares of the INVESTMENT PORTFOLIOS. If you
are  considered  the  owner of the  shares,  it will  result  in the loss of the
favorable tax  treatment  for the  CONTRACT.  It is unknown to what extent under
federal tax law OWNERS are permitted to select  INVESTMENT  PORTFOLIOS,  to make
transfers  among the INVESTMENT  PORTFOLIOS or the number and type of INVESTMENT
PORTFOLIOS  OWNERS may select from  without  being  considered  the owner of the
shares. If any guidance is provided which is considered a new position, then the
guidance would generally be applied prospectively.  However, if such guidance is
considered not to be a new position, it may be applied retroactively. This would
mean that you,  as the OWNER of the  CONTRACT,  could be treated as the OWNER of
the INVESTMENT PORTFOLIOS.

     Due to the uncertainty in this area, Conseco Variable reserves the right to
modify the CONTRACT as  reasonably  deemed  necessary to maintain  favorable tax
treatment.

7. ACCESS TO YOUR MONEY

     You can have access to the money in your CONTRACT:

o    by making a withdrawal (either a partial or a complete withdrawal);

o    by electing to receive ANNUITY PAYMENTS; or

o    when a death benefit is paid to your BENEFICIARY.

Withdrawals can only be made during the ACCUMULATION PHASE.

     When you make a  complete  withdrawal,  you will  receive  the value of the
CONTRACT  on the day you made the  withdrawal,  less any  applicable  contingent
deferred  sales  charge,  less any premium tax less,  any  contract  maintenance
charge and plus or minus any market value  adjustment  (which may be positive or
negative).  (See Section 5--Expenses for a discussion of the charges and Section
4--Investment  Options--The  MVA  OPTION  and  Appendix  B for a  discussion  of
withdrawals from the MVA OPTION.)

     You must tell us which account (INVESTMENT PORTFOLIO(s),  GUARANTEE PERIODS
of the MVA OPTION  and/or the FIXED  ACCOUNT)  you want the  withdrawal  to come
from. Under most  circumstances,  the amount of any partial  withdrawal from any
INVESTMENT  PORTFOLIO,  GUARANTEE  PERIOD of the MVA OPTION or the FIXED ACCOUNT
must be for at least  $500.  Conseco  Variable  requires  that  after a  partial
withdrawal is made there must be at least $500 left in your CONTRACT.

     Conseco  Variable will pay the amount of any withdrawal from the INVESTMENT
PORTFOLIOS  within 7 days of your request in good order unless the suspension of
payments or transfers provision (see below) is in effect.

     INCOME  TAXES,  TAX  PENALTIES  AND CERTAIN  RESTRICTIONS  MAY APPLY TO ANY
WITHDRAWAL YOU MAKE.

SYSTEMATIC WITHDRAWAL PROGRAM

     The  Systematic  Withdrawal  Program  allows you to choose to receive  your
automatic  payments either monthly,  quarterly,  semi-annually or annually.  You
must have at least $5,000 in your CONTRACT to start the program. You cannot take
systematic  withdrawals  from any  GUARANTEE  PERIOD of the MVA OPTION.  You can
instruct us to withdraw a specific amount which can be a percentage of the value
of your CONTRACT or a dollar amount. The systematic  withdrawal program will end
any time you designate. If you make a partial withdrawal outside the program and
the value of your  CONTRACT is less than $5,000 the program  will  automatically
terminate.  Conseco Variable does not have any charge for this program, however,
the  withdrawal  may be subject to a contingent  deferred  sales  charge.  For a
discussion of the withdrawal charge, see Section 5-- Expenses.

     All  systematic  withdrawals  will be paid on the last  business day of the
month (beginning with the first full month after you bought your CONTRACT).

     You may not participate in the Systematic Withdrawal Program and the Dollar
Cost Averaging Program at the same time.

     INCOME TAXES AND TAX PENALTIES MAY APPLY TO SYSTEMATIC WITHDRAWALS.

SUSPENSION OF PAYMENTS OR TRANSFERS

     Conseco  Variable  may be  required  to suspend or  postpone  payments  for
withdrawals or transfers for any period when:

     1. the New York Stock Exchange is closed (other than customary  weekend and
holiday closings);

     2. trading on the New York Stock Exchange is restricted;

     3. an  emergency  exists  as a result  of which  disposal  of shares of the
INVESTMENT  PORTFOLIOS is not reasonably  practicable or Conseco Variable cannot
reasonably value the shares of the INVESTMENT PORTFOLIOS;

     4. during any other period when the Securities and Exchange Commission,  by
order, so permits for the protection of OWNERS.

     Conseco  Variable has reserved the right to defer  payment for a withdrawal
or  transfer  from the FIXED  ACCOUNT  and/or  the MVA  ACCOUNT  for the  period
permitted by law but not for more than six months.

8. PERFORMANCE

     Conseco  Variable may  periodically  advertise  performance  of the annuity
investment in the various INVESTMENT PORTFOLIOS. Conseco Variable will calculate
performance by determining the percentage change in the value of an ACCUMULATION
UNIT by  dividing  the  increase  (decrease)  for that  unit by the value of the
ACCUMULATION  UNIT at the  beginning  of the  period.  This  performance  number
reflects the deduction of the insurance charges and the fees and expenses of the
investment  portfolio.  It does not  reflect  the  deduction  of any  applicable
contract  maintenance charge and contingent deferred sales charge. The deduction
of any applicable  contract  maintenance  charge and  contingent  deferred sales
charge  would  reduce the  percentage  increase or make  greater any  percentage
decrease.  Any advertisement will also include standardized average annual total
return  figures which reflect the deduction of the insurance  charges,  contract
maintenance  charge,  contingent deferred sales charge and the fees and expenses
of the INVESTMENT PORTFOLIO.

     For periods  starting  prior to the date the CONTRACTS  were first offered,
the performance will be based on the historical performance of the corresponding
portfolios,  modified to reflect the charges and  expenses of the CONTRACT as if
the  CONTRACT  had  been  in   existence   during  the  period   stated  in  the
advertisement.  These  figures  should  not be  interpreted  to  reflect  actual
historic performance.

     Conseco  Variable may, from time to time,  include in its  advertising  and
sales  materials,   tax  deferred  compounding  charts  and  other  hypothetical
illustrations,  which may  include  comparisons  of  currently  taxable  and tax
deferred investment programs, based on selected tax brackets.

9. DEATH BENEFIT

UPON YOUR DEATH

     If you die before ANNUITY PAYMENTS begin, Conseco Variable will pay a death
benefit to your  BENEFICIARY  (see below).  If you have a JOINT OWNER, the death
benefit will be paid when the first OWNER dies.  The surviving  JOINT OWNER will
be treated as the BENEFICIARY.

     If death  occurs  prior to age 90, the amount of the death  benefit will be
the greater of:

     (1) the value of your CONTRACT at the time Conseco Variable receives proof 
of death and a payment election; or

     (2) the total PURCHASE  PAYMENTS you have made,  less any adjusted  partial
withdrawals, increased by 5% each year up to the date of death.

     Adjusted  partial  withdrawal  means the amount of the  partial  withdrawal
     multiplied by the amount of the death benefit just before the partial 
     withdrawal divided by the value of your  CONTRACT  just  before the partial
     withdrawal.  A partial  withdrawal is the amount paid to you plus any taxes
     withheld less any contingent deferred sales charge.

     If death occurs at age 90 or later,  the death benefit will be the CONTRACT
value at the time  Conseco  Variable  receives  proof  of  death  and a  payment
election.

     The entire  death  benefit must be paid within 5 years of the date of death
unless the BENEFICIARY elects to have the death benefit payable under an ANNUITY
OPTION.  The death benefit payable under an ANNUITY OPTION must be paid over the
BENEFICIARY's  lifetime or for a period not extending  beyond the  BENEFICIARY's
life expectancy. Payment must begin within one year of the date of death. If the
BENEFICIARY  is the spouse of the OWNER,  he/she can  continue  the  CONTRACT in
his/her own name at the then current value. If a lump sum payment is elected and
all the necessary  requirements are met, the payment will be made within 7 days.
Different rules may apply in the case of an Individual Retirement Annuity.

     If you or any JOINT OWNER (who is not the ANNUITANT) dies during the INCOME
PHASE, any remaining  payments under the ANNUITY OPTION elected will continue at
least as rapidly as under the method of  distribution  prior to the death of the
OWNER or JOINT  OWNER.  If you die  during  the INCOME  PHASE,  the  BENEFICIARY
becomes  the OWNER.  If any JOINT  OWNER  dies  during  the  INCOME  PHASE,  the
surviving JOINT OWNER, if any, will be treated as the primary  BENEFICIARY.  Any
other BENEFICIARY on record at the time of death will be treated as a contingent
BENEFICIARY.  Different rules may apply in the case of an Individual  Retirement
Annuity.

DEATH OF ANNUITANT

     If the  ANNUITANT,  who is not an OWNER or JOINT  OWNER,  dies  during  the
ACCUMULATION  PHASE, you can name a new ANNUITANT.  Unless another  ANNUITANT is
named  within  30 days of the  death  of the  ANNUITANT,  you  will  become  the
ANNUITANT.  However,  if the  OWNER is a  non-natural  person  (for  example,  a
corporation),  then the death of the  ANNUITANT  will be treated as the death of
the OWNER, and a new ANNUITANT may not be named.

     Upon the death of the ANNUITANT during the INCOME PHASE, the death benefit,
if any,  will be as  provided  for in the  ANNUITY  OPTION  selected.  The death
benefit will be paid at least as rapidly as under the method of  distribution in
effect at the ANNUITANT'S death.

10. OTHER INFORMATION

CONSECO VARIABLE

     Conseco Variable Insurance Company was originally  organized in 1937. Prior
to  October 7,  1998,  Conseco  Variable  Insurance  Company  was known as Great
American Reserve Insurance Company. In certain states, we may still use the name
Great American  Reserve  Insurance  Company until our name change is approved in
the state. It is principally engaged in the life insurance business in 49 states
and the  District of Columbia.  Conseco  Variable is a stock  company  organized
under the laws of the state of Texas and is an indirect wholly-owned  subsidiary
of Conseco,  Inc.  The  operations  of Conseco  Variable  Insurance  Company are
handled by Conseco,  Inc. Conseco,  Inc. is a publicly owned financial  services
organization   headquartered  in  Carmel,  Indiana.  Through  its  subsidiaries,
Conseco,  Inc. is one of the nation's leading  providers of supplemental  health
insurance, retirement annuities and universal life insurance.

THE SEPARATE ACCOUNTS

     Conseco  Variable has established two separate  accounts to hold the assets
that underlie the CONTRACTS.  One account,  Conseco  Variable Annuity Account F,
serves  the  variable  annuity  portion of the  CONTRACT.  Prior to May 1, 1998,
Conseco  Variable Annuity Account F was known as Great American Reserve Variable
Annuity Account F. The other separate  account,  Conseco Market Value Adjustment
Account,  serves  the  portion of the  CONTRACT  that may be subject to a market
value adjustment.  Prior to May 1, 1999, Conseco Market Value Adjustment Account
was known as Great American Reserve Market Value Adjustment  Account.  The Board
of Directors of Conseco  Variable adopted a resolution to establish the Separate
Accounts  under Texas  Insurance  law on September  26, 1997.  Conseco  Variable
Annuity Account F is registered with the Securities and Exchange Commission as a
unit investment trust under the Investment  Company Act of 1940.  Conseco Market
Value  Adjustment  Account is not  registered  with the  Securities and Exchange
Commission.

     The assets of the Separate Accounts are held in Conseco  Variable's name on
behalf of the Separate Accounts and legally belong to Conseco Variable. However,
those assets that underlie the CONTRACTS,  are not chargeable  with  liabilities
arising out of any other business Conseco Variable may conduct.  All the income,
gains and losses  (realized  or  unrealized)  resulting  from  these  assets are
credited to or charged against the CONTRACTS and not against any other CONTRACTS
Conseco Variable may issue.

DISTRIBUTOR

     Conseco Equity Sales,  Inc. (CES),  11815 N. Pennsylvania  Street,  Carmel,
Indiana 46032,  acts as the  distributor of the CONTRACTS.  CES, an affiliate of
Conseco Variable, is registered as a broker-dealer under the Securities Exchange
Act of 1934. CES is a member of the National  Association of Securities Dealers,
Inc.

     Commissions  will  be  paid  to  broker-dealers  who  sell  the  CONTRACTS.
Broker-dealers  commissions  may cost up to 8.25% of PURCHASE  PAYMENTS  and may
include  reimbursement of promotional or distribution  expenses  associated with
the marketing of the  CONTRACTS.  Conseco  Variable  may, by agreement  with the
broker-dealer,  pay commissions as a combination of a certain  percentage amount
at the time of sale and a trail  commission.  This combination may result in the
broker-dealer  receiving more  commission over time than would be the case if it
had elected to receive only a  commission  at the time of sale.  The  commission
rate paid to the broker-dealer will depend upon the nature and level of services
provided by the broker-dealer.

OWNERSHIP

     The  CONTRACT is a group  allocated  fixed and  variable  deferred  annuity
CONTRACT. This group CONTRACT is issued to a CONTRACT holder, for the benefit of
the  participants  in the  group.  You are a  participant  in the group and will
receive  a  certificate  evidencing  your  ownership.  You,  as the  OWNER  of a
certificate, are entitled to all the rights and privileges of ownership. As used
in this  prospectus,  the term  CONTRACT  refers  to your  certificate.  In some
states,  an  individual  fixed and  variable  deferred  annuity  CONTRACT may be
available  instead,  which is identical to the group CONTRACT  described in this
prospectus except that it is issued directly to the OWNER.

     Spousal JOINT OWNERS are allowed with this CONTRACT (except if it is issued
pursuant  to a  QUALIFIED  plan).  Upon the death of  either  JOINT  OWNER,  the
surviving  OWNER  will be the  designated  BENEFICIARY.  Any  other  BENEFICIARY
designation  at the time the  CONTRACT  was  issued  or as may have  been  later
changed will be treated as a contingent BENEFICIARY unless otherwise indicated.

BENEFICIARY

     The  BENEFICIARY  is the  person(s) or entity you name to receive any death
benefit. The BENEFICIARY is named at the time the CONTRACT is issued.  Unless an
irrevocable  BENEFICIARY  has been named,  you can change the BENEFICIARY at any
time before you die.

ASSIGNMENT

     You can assign the  CONTRACT  at any time  during  your  lifetime.  Conseco
Variable  will not be bound by the  assignment  until it  receives  the  written
notice of the assignment. Conseco Variable will not be liable for any payment or
other action we take in accordance with the CONTRACT before we receive notice of
the assignment. AN ASSIGNMENT MAY BE A TAXABLE EVENT.

     If  the  CONTRACT  is  issued  pursuant  to a  QUALIFIED  plan,  there  are
limitations on your ability to assign the CONTRACT.

ADDITIONAL INFORMATION

     Conseco  Variable  is  subject  to the  informational  requirements  of the
Securities   Exchange  Act  of  1934,  as  amended.   In  accordance  with  such
requirements,  we file reports and other  information with the SEC. Such reports
and  other  information  we file can be  inspected  and  copied.  Copies  can be
obtained at the public  reference  facilities of the SEC at Room 1024, 450 Fifth
Street, N.W., Washington,  D.C. 20549, or at the regional offices in Chicago and
New York.  The  addresses  of these  regional  offices are as follows:  500 West
Madison Street,  Chicago,  Illinois 60661 and 7 World Trade Center,  13th Floor,
New York,  New York 10048.  Copies of such material also can be obtained by mail
from  the  Public  Reference  Section  of the  SEC at 450  Fifth  Street,  N.W.,
Washington,  D.C.  20549,  upon payment of the fees  prescribed by the rules and
regulations of the SEC at prescribed rates.

     Registration  statements  have been filed with the SEC,  Washington,  D.C.,
under the Securities Act of 1933 as amended,  relating to the CONTRACTS  offered
by this  prospectus.  This  prospectus  does not contain all the information set
forth  in the  registration  statements  and the  exhibits  filed as part of the
registration   statements.   Reference  should  be  made  to  such  registration
statements  and  exhibits  for  further  information   concerning  the  Separate
Accounts,  Conseco Variable and its general account,  the INVESTMENT  PORTFOLIOS
and the CONTRACT.

SELECTED HISTORICAL FINANCIAL INFORMATION OF CONSECO VARIABLE

     [INFORMATION TO BE INCLUDED IN 485(b) POST-EFFECTIVE AMENDMENT]

BUSINESS OF CONSECO VARIABLE

     [INFORMATION TO BE INCLUDED IN 485(b) POST-EFFECTIVE AMENDMENT]

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF CONSECO VARIABLE

     [INFORMATION TO BE INCLUDED IN 485(b) POST-EFFECTIVE AMENDMENT]

DIRECTORS AND EXECUTIVE OFFICERS

Conseco Variable's directors and executive officers as of ___________,  1999 are
listed below:

<TABLE>
<CAPTION>

                                                  PRINCIPAL BUSINESS OCCUPATION
NAME                                                   DURING LAST FIVE YEARS
- - ---------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>

Ngaire E. Cuneo     Since 1992, Executive Vice President, Corporate  Development of Conseco,  Inc. and various  positions with
    (Age 47)        certain of its affiliates.  Director of Conseco Variable.

Stephen C. Hilbert  Since 1979, Chairman of the Board, Chief Executive Officer and Director and since 1988 President of Conseco,
(Age 52)            Inc.  Director and Chairman of the Board of Conseco Variable.

Rollin M. Dick      Since 1986, Executive Vice President, Chief Financial Officer and Director of Conseco, Inc.
    (Age 66)        Director and Executive Vice President and Chief Financial Officer of Conseco Variable.

Thomas J. Kilian    Since 1998, Executive Vice President, Chief Operations Officer of Conseco, Inc. and from 1989 until 1998 Senior
    (Age 46)        Vice President of various subsidiaries of Conseco, Inc.  Director and President of Conseco Variable.

John J. Sabl        Since 1997, Executive Vice President, General Counsel and Secretary of Conseco, Inc.  Prior thereto, Mr. Sabl
 (Age 46)           was a partner in the law firm of Sidley & Austin in Chicago, Illinois.  Director and Executive Vice President,
                    General Counsel and Secretary of Conseco Variable.

James S. Adams      Since 1997, Senior Vice President, Chief Accounting Officer and Treasurer of Conseco, Inc.  Since 1989,
    (Age 39)        Senior Vice President of various subsidiaries of Conseco, Inc. Senior Vice President and Treasurer of Conseco
                    Variable.
</TABLE>

EXECUTIVE COMPENSATION

     Conseco  Variable has no full-time  employees and does not  compensate  any
employee, officer or director of Conseco Variable.

INDEPENDENT ACCOUNTANTS

     The financial  statements  of Conseco  Variable as of December 31, 1998 and
1997 and for the years ended December 31, 1998, 1997 and 1996,  included in this
prospectus,   have  been  audited  by   _________________________,   independent
accountants, as set forth in their report appearing herein.

LEGAL OPINIONS

     Blazzard,  Grodd &  Hasenauer,  P.C.,  Westport,  Connecticut  has provided
advice on certain matters relating to the federal securities and income tax laws
in connection with the CONTRACTS described in this prospectus.

FINANCIAL STATEMENTS

     The  financial  statements of Conseco  Variable  which are included in this
prospectus  should be  considered  only as  bearing  on the  ability  of Conseco
Variable  to meet its  obligations  under  the  CONTRACTS.  They  should  not be
considered  as  bearing  on  the   investment   performance  of  the  INVESTMENT
PORTFOLIOS.  The value of the INVESTMENT PORTFOLIOS is affected primarily by the
performance of the underlying investments.

[FINANCIAL STATEMENTS WILL BE INCLUDED IN 485(b) POST-EFFECTIVE AMENDMENT]


TABLE OF CONTENTS OF THE STATEMENT OF
ADDITIONAL INFORMATION

Company
Independent Accountants
Legal Opinions
Distribution
Calculation of Performance Information
Federal Tax Status
Annuity Provisions
Financial Statements



APPENDIX A-CONDENSED FINANCIAL INFORMATION

Accumulation Unit Value History

The  following  schedule  includes  ACCUMULATION  UNIT  values  for  the  period
indicated.  This data has been taken from the Conseco  Variable  Annuity Account
F's financial  statements.  This information  should be read in conjunction with
Conseco  Variable  Annuity  Account F's financial  statements  and related notes
which are included in the Statement of Additional Information.

                                                 Period Ended
Sub-Account                                        12/31/98
- ------------                                     -------------

Asset Allocation
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
Common Stock
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
Corporate Bond
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
Government Securities
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
Money Market
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
Alger American Growth
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
Alger American Leveraged AllCap
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
Alger American MidCap Growth
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
Alger American Small Capitalization
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
VP Income & Growth
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
VP International
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
VP Value
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
Berger IPT--100
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
Berger IPT--Growth and Income
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
Berger IPT--Small Company Growth
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
Berger/BIAM IPT--International
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
The Dreyfus Socially Responsible Growth
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
Dreyfus Stock Index
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
Disciplined Stock
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
International Value
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
Federated High Income Bond II
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
Federated International Equity II
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
Federated Utility II
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
INVESCO VIF - High Yield
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
INVESCO VIF-Industrial Income
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
Aggressive Growth
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
Growth
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
Worldwide Growth
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
Lazard Retirement Equity
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
Lazard Retirement Small Cap
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
Growth and Income (Lord Abbett)
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
Growth and Income (Mitchell Hutchins)
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
Limited Maturity Bond
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
Partners
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
Opportunity II
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
Growth II
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
Worldwide Bond
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
Worldwide Emerging Markets
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
Worldwide Hard Assets
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding
Worldwide Real Estate
   Beginning of Period
   End of Period
   No. of Accum. Units Outstanding

APPENDIX B-MARKET VALUE ADJUSTMENT

     The market  value  adjustment  reflects the impact that  changing  interest
rates have on the value of your money in a  GUARANTEE  PERIOD of the MVA OPTION.
The longer the period of time  remaining in the term you  selected,  the greater
the impact of  changing  interest  rates.  The market  value  adjustment  can be
positive or negative.  We will apply the following factor to amounts  withdrawn,
transferred  or annuitized  from a GUARANTEE  PERIOD in excess of the MVA waiver
amount (see below):

                            ((1 + A)/(1 + B)^N/365-1

where:

     A is the U.S.  Treasury  rate  that is in effect  at the  beginning  of the
GUARANTEE PERIOD for the length of the GUARANTEE PERIOD you selected.

     B is the current U.S.  Treasury  rate as of the date of the  withdrawal  or
transfer  plus .005.  The Treasury rate period is determined by N/365 rounded to
the next highest year.

     N is the number of days remaining in the GUARANTEE PERIOD.

     If the  Treasury  rate is not  available  for the period,  the rate will be
determined by interpolation.  If no Treasury rates are available,  an index will
be selected by Conseco  Variable  which will be approved by the state  insurance
commissioners.

     MVA Waiver Amount: After the first year in a GUARANTEE PERIOD, you can make
one withdrawal or transfer from a GUARANTEE PERIOD each year of up to 10% of the
value in that GUARANTEE PERIOD without the market value adjustment.

EXAMPLES OF THE MARKET VALUE ADJUSTMENT:

     EXAMPLE 1: FIVE-YEAR GUARANTEE PERIOD; INCREASE IN TREASURY RATE

     Assume you make a $50,000 payment allocated to a 5-year GUARANTEE PERIOD on
January 1, 1998.  The current  5-year  Treasury  rate is 6.00%,  and the current
interest rate is 7.00%. On June 13, 1999 you surrender the CONTRACT with 3 years
and 202 days,  or 1,297 days  (12/31/2002-6/13/1999)  remaining in the GUARANTEE
PERIOD.  The current  Treasury  rate at this point is found by rounding 3 years,
202  days to the  next  greatest  year and  taking  the rate for that  GUARANTEE
PERIOD.  In this case, we would look at the 4-year rate.  Assume that the 4-year
Treasury rate on June 13, 1999 is 6.50%.  The market value  adjustment  would be
calculated as follows:

CONTRACT value at 6/13/1999 (529 days from the day your CONTRACT was issued):

$50,000 x [1.07^(529/365)] = $55,151.38
MVA Waiver Amount: $ 5,515.14 (10% after year 1)

Amount remaining: $49,636.24

$49,636.24 x [((1+.06)/(1+.065+.005)) ^ (1,297/365)-1] = -$1,628.83
resulting in an adjustment to the amount you withdraw as follows:
$49,636.24 - $1,628.83 + $5,515.14 = $53,522.55

EXAMPLE 2: FIVE-YEAR GUARANTEE PERIOD; DECREASE IN TREASURY RATE

     Assuming the same facts as Example 1, but with a 4-year Treasury rate as of
the date of surrender of 5.00%,  the  following  market value  adjustment  would
result:

CONTRACT  value at 6/13/1999  (529 days from the day your  CONTRACT was
issued):
$50,000 x [1.07^(529/365)] = $55,151.38

MVA Waiver Amount: $5,515.14 (10% after 1 year)

Amount remaining: $49,636.24

$49,636.24 x [((1+.06)/(1+.050+.005)) ^ (1,297/365)-1] = $840.99

resulting in an adjustment to the amount you withdraw as follows:
$49,636.24 + $840.99 + $5,515.14 = $55,992.37

(contingent deferred sales charges may also apply)

================================================================================

     If you would like a free copy of the  Statement of  Additional  Information
dated May 1, 1999, for this prospectus,  please complete this form,  detach, and
mail to:

                       Conseco Variable Insurance Company
                              Administrative Office
                          11815 N. Pennsylvania Street
                              Carmel, Indiana 46032

Please send me a free copy of the  Statement of Additional  Information  for the
Conseco  Variable  Annuity Account F fixed and variable annuity at the following
address:

   Name: _________________________________________________

   Mailing Address: _______________________________________

  _________________________________________________________
                           Sincerely,

  _________________________________________________________
                          (Signature)

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

==============================================================================

                      Conseco Variable Insurance Company
                          11815 N. Pennsylvania Street
                              Carmel, Indiana 46032


c 1999, CONSECO VARIABLE INSURANCE COMPANY                  05-8318 (5/99)




                       STATEMENT OF ADDITIONAL INFORMATION

                         INDIVIDUAL AND GROUP FIXED AND
                       VARIABLE DEFERRED ANNUITY CONTRACTS

                                    issued by

                       CONSECO VARIABLE ANNUITY ACCOUNT F
          (formerly Great American Reserve Variable Annuity Account F)

                                       and

                       CONSECO VARIABLE INSURANCE COMPANY
               (formerly Great American Reserve Insurance Company)


THIS IS NOT A PROSPECTUS.  THIS  STATEMENT OF ADDITIONAL  INFORMATION  SHOULD BE
READ IN CONJUNCTION  WITH THE  PROSPECTUS  DATED MAY 1, 1999, FOR THE INDIVIDUAL
AND GROUP FIXED AND VARIABLE  DEFERRED  ANNUITY  CONTRACTS  WHICH ARE  DESCRIBED
HEREIN.

THE PROSPECTUS  CONCISELY  SETS FORTH  INFORMATION  THAT A PROSPECTIVE  INVESTOR
OUGHT TO KNOW BEFORE  INVESTING.  FOR A COPY OF THE PROSPECTUS  CALL US AT (800)
342-6307 OR WRITE US AT OUR ADMINISTRATIVE OFFICE: 11815 N. PENNSYLVANIA STREET,
CARMEL, INDIANA 46032.

THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED MAY 1, 1999.


                                                                      CONSECO
                                                               1999 Account F
                                                 Individual and Group Annuity
================================================================================

                                TABLE OF CONTENTS

                                                                            PAGE
COMPANY...................................................................

INDEPENDENT ACCOUNTANTS...................................................

LEGAL OPINIONS............................................................

DISTRIBUTION..............................................................
    Reduction or Elimination of the Contingent Deferred Sales Charge......

CALCULATION OF PERFORMANCE INFORMATION....................................
    Total Return..........................................................
    Performance Information...............................................
    Historical Unit Values................................................
    Reporting Agencies....................................................
FEDERAL TAX STATUS........................................................
    General...............................................................
    Diversification.......................................................
    Multiple Contracts....................................................
    Contracts Owned by Other than Natural Persons.........................
    Tax Treatment of Assignments..........................................
    Income Tax Withholding................................................
    Tax Treatment of Withdrawals - Non-Qualified Contracts................
    Individual Retirement Annuities.......................................
    Roth IRAs.............................................................
    Tax Treatment of Withdrawals - Individual Retirement Annuities........

ANNUITY PROVISIONS........................................................
    Variable Annuity Payout...............................................
    Annuity Unit..........................................................
    Fixed Annuity Payout..................................................

FINANCIAL STATEMENTS .....................................................
=============================================================================

COMPANY

     Information  regarding  Conseco Variable  Insurance  Company  ("Company" or
"Conseco  Variable")  is contained in the  prospectus.  On October 7, 1998,  the
Company changed its name from Great American  Reserve  Insurance  Company to its
present name.

INDEPENDENT ACCOUNTANTS

     The financial  statements  of Conseco  Variable as of December 31, 1998 and
1997, and for the years ended December 31, 1998, 1997 and 1996,  included in the
prospectus,  have  been  audited  by   __________________________,   independent
accountants, as set forth in their report appearing therein.

LEGAL OPINIONS

     Blazzard,  Grodd & Hasenauer,  P.C. of Westport,  Connecticut  has provided
advice on certain matters relating to the federal securities and income tax laws
in connection with the Contracts described in the prospectus.

DISTRIBUTION

     Conseco  Equity  Sales,  Inc.,  an affiliate  of the  Company,  acts as the
distributor. The offering is on a continuous basis.

REDUCTION OR ELIMINATION OF THE CONTINGENT DEFERRED SALES CHARGE

The amount of the  Contingent  Deferred  Sales  Charge on the  Contracts  may be
reduced or eliminated  when sales of the Contracts are made to individuals or to
a group of  individuals  in a manner that results in savings of sales  expenses.
The  entitlement  to reduction of the  Contingent  Deferred Sales Charge will be
determined by the Company after examination of all the relevant factors such as:

     1.  The size and  type of  group  to  which  sales  are to be made  will be
considered. Generally, the sales expenses for a larger group are less than for a
smaller  group  because of the ability to implement  large  numbers of Contracts
with fewer sales contacts.

     2. The total amount of purchase payments to be received will be considered.
Per Contract  sales expenses are likely to be less on larger  purchase  payments
than on smaller ones.

     3. Any prior or existing  relationship with the Company will be considered.
Per Contract sales expenses are likely to be less when there is a prior existing
relationship  because of the likelihood of implementing  the Contract with fewer
sales contacts.

     4. There may be other circumstances,  of which the Company is not presently
aware, which could result in reduced sales expenses.

     If, after  consideration of the foregoing  factors,  the Company determines
that there will be a reduction in sales expenses,  the Company may provide for a
reduction or elimination of the Contingent Deferred Sales Charge.

     The Contingent  Deferred Sales Charge may be eliminated  when the Contracts
are issued to an  officer,  director  or  employee  of the Company or any of its
affiliates.  In no event will any  reduction or  elimination  of the  Contingent
Deferred Sales Charge be permitted  where the reduction or  elimination  will be
unfairly discriminatory to any person.

CALCULATION OF PERFORMANCE INFORMATION

TOTAL RETURN

     From time to time, the Company may advertise  performance  data.  Such data
will show the percentage  change in the value of an  Accumulation  Unit based on
the  performance  of an investment  portfolio  over a period of time,  usually a
calendar year,  determined by dividing the increase (decrease) in value for that
unit by the Accumulation Unit value at the beginning of the period.

     Any such  advertisement  will  include  standardized  average  annual total
return figures for the time periods indicated in the  advertisement.  Such total
return figures will reflect the deduction of a 1.25%  Mortality and Expense Risk
Charge, a .15% Administrative Charge, the expenses for the underlying investment
portfolio being advertised and any applicable  Contract  Maintenance Charges and
Contingent Deferred Sales Charges.

     The Company may also advertise performance data which will be calculated in
the same manner as described  above but which will not reflect the  deduction of
any Contract  Maintenance  Charge and  Contingent  Deferred  Sales  Charge.  The
deduction of any  Contract  Maintenance  Charge and  Contingent  Deferred  Sales
Charge  would  reduce any  percentage  increase or make  greater any  percentage
decrease.

     The  hypothetical  value  of a  Contract  purchased  for the  time  periods
described  in  the  advertisement   will  be  determined  by  using  the  actual
Accumulation Unit values for an initial $1,000 purchase  payment,  and deducting
any  applicable  Contract  Maintenance  Charges  and any  applicable  Contingent
Deferred Sales Charges to arrive at the ending  hypothetical  value. The average
annual total return is then determined by computing the fixed interest rate that
a $1,000 purchase payment would have to earn annually,  compounded annually,  to
grow to the  hypothetical  value at the end of the time periods  described.  The
formula used in these calculations is:

                                P (1 + T)^n = ERV
   Where:
   P =   a hypothetical initial payment of $1,000
   T =   average annual total return
   n =   number of years
   ERV = ending redeemable value at the end of the time periods used (or
fractional portion thereof) of a hypothetical $1,000 payment made at the
beginning of the time periods used.

     You should note that the investment  results of each  investment  portfolio
will  fluctuate over time, and any  presentation  of the investment  portfolio's
total return for any period should not be considered as a representation of what
an investment may earn or what an your total return may be in any future period.

Performance Information

     The  Contracts  are  relatively  new and therefore do not have a meaningful
investment performance history.  However, the corresponding Portfolios have been
in existence for some time and consequently have investment performance history.
In order to demonstrate how the actual  investment  experience of the Portfolios
affects   Accumulation  Unit  values,   the  Company  may  develop   performance
information. The information will be based upon the historical experience of the
Portfolios and will be for the periods shown.

     Actual  performance  will vary and the  results  which may be shown are not
necessarily  representative  of future  results.  Performance for periods ending
after those shown may vary  substantially.  The performance of the  Accumulation
Units will be  calculated  for a  specified  period of time  assuming an initial
Purchase  Payment of $1,000  allocated to each  Portfolio and a deduction of all
charges and deductions (see "Expenses" in the Prospectus for more information).

     Performance may also be shown without  certain  charges being included.  If
the charges were included in the  calculations,  the performance would be lower.
The  percentage  increases are determined by  subtracting  the initial  Purchase
Payment from the ending value and dividing the remainder by the beginning value.

HISTORICAL UNIT VALUES

     The Company may also show  historical  Accumulation  Unit values in certain
advertisements  containing  illustrations.  These illustrations will be based on
actual Accumulation Unit values.

     In addition, the Company may distribute sales literature which compares the
percentage  change  in  Accumulation  Unit  values  for  any of  the  investment
portfolios against  established market indices such as the Standard & Poor's 500
Composite  Stock  Price  Index,  the  Dow  Jones  Industrial  Average  or  other
management  investment companies which have investment objectives similar to the
investment  portfolio being compared.  The Standard & Poor's 500 Composite Stock
Price Index is an unmanaged,  unweighted  average of 500 stocks, the majority of
which  are  listed on the New York  Stock  Exchange.  The Dow  Jones  Industrial
Average  is an  unmanaged,  weighted  average  of thirty  blue  chip  industrial
corporations  listed on the New York Stock Exchange.  Both the Standard & Poor's
500  Composite  Stock Price Index and the Dow Jones  Industrial  Average  assume
quarterly reinvestment of dividends.

REPORTING AGENCIES

     The  Company  may also  distribute  sales  literature  which  compares  the
performance  of the  Accumulation  Unit  values of the  Contracts  with the unit
values  of  variable  annuities  issued  by  other  insurance  companies.   Such
information  will  be  derived  from  the  Lipper  Variable  Insurance  Products
Performance Analysis Service, the VARDS Report or from Morningstar.

     The Lipper Variable  Insurance  Products  Performance  Analysis  Service is
published by Lipper Analytical  Services,  Inc., a publisher of statistical data
which currently tracks the performance of almost 4,000 investment companies. The
rankings  compiled by Lipper may or may not reflect the deduction of asset-based
insurance charges.  The Company's sales literature utilizing these rankings will
indicate whether or not such charges have been deducted.  Where the charges have
not been deducted,  the sales  literature  will indicate that if the charges had
been deducted, the ranking might have been lower.

     The VARDS Report is a monthly variable annuity industry  analysis  compiled
by Variable Annuity Research & Data Service of Roswell, Georgia and published by
Financial Planning Resources, Inc. The VARDS rankings may or may not reflect the
deduction of asset-based  insurance  charges.  In addition,  VARDS prepares risk
adjusted  rankings,  which  consider  the effects of market risk on total return
performance.  This type of ranking may  address  the  question as to which funds
provide the highest  total return with the least amount of risk.  Other  ranking
services   may  be  used  as  sources  of   performance   comparison,   such  as
CDA/Weisenberger.  Morningstar  rates a variable  annuity against its peers with
similar  investment  objectives.  Morningstar does not rate any variable annuity
that has less than three years of performance data.

FEDERAL TAX STATUS

     NOTE: THE FOLLOWING  DESCRIPTION IS BASED UPON THE COMPANY'S  UNDERSTANDING
OF CURRENT  FEDERAL  INCOME TAX LAW  APPLICABLE  TO  ANNUITIES  IN GENERAL.  THE
COMPANY  CANNOT  PREDICT THE  PROBABILITY  THAT ANY CHANGES IN SUCH LAWS WILL BE
MADE.  PURCHASERS  ARE  CAUTIONED TO SEEK  COMPETENT  TAX ADVICE  REGARDING  THE
POSSIBILITY  OF SUCH  CHANGES.  THE COMPANY DOES NOT GUARANTEE THE TAX STATUS OF
THE CONTRACTS.  PURCHASERS  BEAR THE COMPLETE RISK THAT THE CONTRACTS MAY NOT BE
TREATED AS  "ANNUITY  CONTRACTS"  UNDER  FEDERAL  INCOME TAX LAWS.  IT SHOULD BE
FURTHER  UNDERSTOOD  THAT THE FOLLOWING  DISCUSSION IS NOT  EXHAUSTIVE  AND THAT
SPECIAL  RULES NOT DESCRIBED  HEREIN MAY BE  APPLICABLE  IN CERTAIN  SITUATIONS.
MOREOVER, NO ATTEMPT HAS BEEN MADE TO CONSIDER ANY APPLICABLE STATE OR OTHER TAX
LAWS.

GENERAL

     Section  72 of the  Internal  Revenue  Code of 1986,  as  amended  ("Code")
governs taxation of annuities in general.  An Owner is not taxed on increases in
the value of a Contract until distribution occurs,  either in the form of a lump
sum payment or as annuity payments under the annuity option selected. For a lump
sum payment received as a total withdrawal (total  surrender),  the recipient is
taxed on the portion of the payment that exceeds the cost basis of the Contract.
For non-qualified Contracts, this cost basis is generally the purchase payments,
while for qualified Contracts there may be no cost basis. The taxable portion of
the lump sum payment is taxed at ordinary income tax rates.

     For annuity  payments,  a portion of each payment in excess of an exclusion
amount is includible in taxable income.  The exclusion amount for payments based
on a fixed annuity option is determined by multiplying  the payment by the ratio
that the cost basis of the Contract  (adjusted for any period or refund feature)
bears to the  expected  return  under the  Contract.  The  exclusion  amount for
payments  based on a variable  annuity option is determined by dividing the cost
basis of the Contract  (adjusted for any period certain or refund  guarantee) by
the number of years over which the  annuity  is  expected  to be paid.  Payments
received after the investment in the Contract has been recovered  (i.e. when the
total of the excludable  amount equals the investment in the Contract) are fully
taxable.  The taxable portion is taxed at ordinary income tax rates. For certain
types of Qualified  Plans there may be no cost basis in the Contract  within the
meaning of Section 72 of the Code.  Owners,  annuitants and beneficiaries  under
the Contracts should seek competent  financial advice about the tax consequences
of any distributions.

     The  Company  is taxed as a life  insurance  company  under the  Code.  For
federal income tax purposes,  the Separate Account is not a separate entity from
the Company, and its operations form a part of the Company.


DIVERSIFICATION

     Section 817(h) of the Code imposes certain diversification standards on the
underlying  assets of  variable  annuity  contracts.  The Code  provides  that a
variable  annuity  contract  will not be treated as an annuity  contract for any
period  (and any  subsequent  period)  for which  the  investments  are not,  in
accordance with regulations  prescribed by the United States Treasury Department
("Treasury  Department"),   adequately  diversified.   Disqualification  of  the
Contract as an annuity contract would result in the imposition of federal income
tax to the Owner with respect to earnings allocable to the Contract prior to the
receipt  of  payments  under  the  Contract.  The Code  contains  a safe  harbor
provision  which  provides that annuity  contracts such as the Contract meet the
diversification  requirements if, as of the end of each quarter,  the underlying
assets meet the diversification standards for a regulated investment company and
no more than fifty-five  percent (55%) of the total assets consist of cash, cash
items, U.S. Government  securities and securities of other regulated  investment
companies.

     Regulations issued by the Treasury Department ("the  Regulations")  amplify
the  diversification  requirements for variable  contracts set forth in the Code
and provide an alternative to the safe harbor provision  described above.  Under
the Regulations,  an investment portfolio will be deemed adequately  diversified
if: (1) no more than 55% of the value of the total  assets of the  portfolio  is
represented  by any one  investment;  (2) no more  than 70% of the  value of the
total assets of the portfolio is represented by any two investments; (3) no more
than 80% of the value of the total assets of the portfolio is represented by any
three investments;  and (4) no more than 90% of the value of the total assets of
the portfolio is represented by any four investments.

     The Code  provides  that,  for purposes of  determining  whether or not the
diversification standards imposed on the underlying assets of variable contracts
by Section  817(h) of the Code have been met,  "each  United  States  government
agency or instrumentality shall be treated as a separate issuer."

     The Company intends that all investment portfolios underlying the Contracts
will be  managed  in such a  manner  as to  comply  with  these  diversification
requirements.

     The Treasury Department has indicated that the diversification  Regulations
do not provide  guidance  regarding the  circumstances in which Owner control of
the  investments  of the Separate  Account will cause the Owner to be treated as
the owner of the assets of the Separate  Account,  thereby resulting in the loss
of  favorable  tax  treatment  for the  Contract.  At this  time  it  cannot  be
determined whether  additional  guidance will be provided and what standards may
be contained in such guidance.

     The amount of Owner  control  which may be exercised  under the Contract is
different in some respects from the  situations  addressed in published  rulings
issued by the  Internal  Revenue  Service  in which it was held that the  policy
owner was not the owner of the  assets of the  separate  account.  It is unknown
whether  these  differences,  such as the  Owner's  ability  to  transfer  among
investment choices or the number and type of investment choices available, would
cause the Owner to be  considered  as the  owner of the  assets of the  Separate
Account  resulting  in the  imposition  of federal  income tax to the Owner with
respect to earnings allocable to the Contract prior to receipt of payments under
the Contract.

     In the event any forthcoming  guidance or ruling is considered to set forth
a new  position,  such  guidance  or  ruling  will  generally  be  applied  only
prospectively.  However,  if such ruling or guidance was not  considered  to set
forth a new position,  it may be applied  retroactively  resulting in the Owners
being  retroactively  determined  to be the owners of the assets of the Separate
Account.

     Due to the  uncertainty  in this area,  the Company  reserves  the right to
modify the Contract in an attempt to maintain favorable tax treatment.

MULTIPLE CONTRACTS

     The Code provides that multiple  non-qualified  annuity contracts which are
issued within a calendar  year to the same contract  owner by one company or its
affiliates are treated as one annuity  contract for purposes of determining  the
tax consequences of any  distribution.  Such treatment may result in adverse tax
consequences  including more rapid taxation of the distributed amounts from such
combination  of contracts.  For purposes of this rule,  contracts  received in a
Section 1035  exchange  will be  considered  issued in the year of the exchange.
Owners  should  consult  a  tax  adviser  prior  to  purchasing  more  than  one
non-qualified annuity contract in any calendar year.

CONTRACTS OWNED BY OTHER THAN NATURAL PERSONS

Under Section  72(u) of the Code,  the  investment  earnings on premiums for the
Contracts  will be taxed  currently  to the Owner if the Owner is a  non-natural
person, e.g., a corporation or certain other entities.  Such Contracts generally
will not be treated as annuities for federal income tax purposes.  However, this
treatment  is not  applied to a Contract  held by a trust or other  entity as an
agent for a natural person nor to Contracts held by Qualified Plans.  Purchasers
should  consult their own tax counsel or other tax adviser  before  purchasing a
Contract to be owned by a non-natural person.

TAX TREATMENT OF ASSIGNMENTS

     An  assignment or pledge of a Contract may be a taxable  event.  You should
therefore  consult  competent tax advisers  should they wish to assign or pledge
your Contract.

     If the  Contract is issued  pursuant to a  retirement  plan which  receives
favorable  treatment  under the provision of Section 408 of the Code, it may not
be assigned, pledged or otherwise transferred except as allowed under applicable
law.

INCOME TAX WITHHOLDING

     All  distributions  or the portion thereof which is includible in the gross
income of the Owner are subject to federal  income tax  withholding.  Generally,
amounts are withheld from periodic payments at the same rate as wages and at the
rate of 10% from non-periodic  payments.  However, the Owner, in many cases, may
elect not to have taxes  withheld  or to have  withholding  done at a  different
rate.

     Certain  distributions from retirement plans qualified under Section 401 or
Section  403(b)  of the Code,  which are not  directly  rolled  over to  another
eligible  retirement  plan  or  individual   retirement  account  or  individual
retirement  annuity,  are subject to a  mandatory  20%  withholding  for federal
income tax. The 20%  withholding  requirement  generally does not apply to: a) a
series of  substantially  equal  payments made at least annually for the life or
life expectancy of the participant or joint and last survivor  expectancy of the
participant and a designated  beneficiary or for a specified  period of 10 years
or more; or b) distributions which are required minimum distributions; or c) the
portion of the  distributions  not  includible in gross income (i.e.  returns of
after-tax  contributions).  Participants should consult their own tax counsel or
other tax adviser regarding withholding requirements.

TAX TREATMENT OF WITHDRAWALS - NON-QUALIFIED CONTRACTS

     Section 72 of the Code  governs  treatment  of  distributions  from annuity
contracts. It provides that if the Contract Value exceeds the aggregate purchase
payments made, any amount  withdrawn will be treated as coming first coming from
the principal.  Withdrawn  earnings are  includible in gross income.  It further
provides that a ten percent  (10%)  penalty will apply to the income  portion of
any  premature  distribution.  However,  the  penalty is not  imposed on amounts
received:  (a)  after you reach age 59 1/2;  (b) after  your  death;  (c) if you
become  totally  disabled (for this purpose  disability is as defined in Section
72(m)(7) of the Code); (d) in a series of substantially  equal periodic payments
made not less frequently than annually for your life (or life expectancy) or for
the joint lives (or joint life  expectancies) of you and your  Beneficiary;  (e)
under an immediate annuity; or (f) which are allocable to purchase payments made
prior to August 14, 1982.

     With respect to (d) above,  if the series of  substantially  equal periodic
payments is modified  before the later of your  attaining  age 59 1/2 or 5 years
from the date of the first  periodic  payment,  then the tax for the year of the
modification  is  increased  by an amount equal to the tax which would have been
imposed (the 10% penalty tax) but for the  exception,  plus interest for the tax
years in which the exception was used.

     The above  information  does not  apply to  Qualified  Contracts.  However,
separate tax withdrawal  penalties and  restrictions may apply to such Qualified
Contracts. (See "Tax Treatment of Withdrawals - Individual Retirement Annuities"
below.)

INDIVIDUAL RETIREMENT ANNUITIES

     The Contracts offered by the prospectus are designed to be suitable for use
as an Individual Retirement Annuity (IRA).  Generally,  individuals who purchase
IRAs  are not  taxed  on  increases  to the  value  of the  contributions  until
distribution  occurs.  Following is a general description of IRAs with which the
Contract  may be used.  The  description  is not  exhaustive  and is for general
informational purposes only.

     Section 408(b) of the Code permits eligible individuals to contribute to an
individual  retirement  program known as an IRA. Under  applicable  limitations,
certain  amounts may be contributed to an IRA which will be deductible  from the
individual's   taxable  income.   These  IRAs  are  subject  to  limitations  on
eligibility,   contributions,   transferability  and  distributions.  (See  "Tax
Treatment  of  Withdrawals  - Individual  Retirement  Annuities"  below.)  Under
certain conditions,  distributions from other IRAs and other Qualified Plans may
be rolled over or  transferred  on a  tax-deferred  basis into an IRA.  Sales of
Contracts for use with IRAs are subject to special  requirements  imposed by the
Code, including the requirement that certain  informational  disclosure be given
to persons desiring to establish an IRA. Purchasers of Contracts to be qualified
as Individual  Retirement Annuities should obtain competent tax advice as to the
tax treatment and suitability of such an investment.

         ROTH IRAs

     Section 408A of the Code provides that beginning in 1998,  individuals  may
purchase  a new  type of  non-deductible  IRA,  known  as a Roth  IRA.  Purchase
payments  for a Roth IRA are limited to a maximum of $2,000 per year and are not
deductible  from  taxable  income.   Lower  maximum  limitations  may  apply  to
individuals with adjusted gross incomes between $95,000 and $110,000 in the case
of single  taxpayers,  between  $150,000  and  $160,000  in the case of  married
taxpayers  filing  joint  returns,  and  between  $0 and  $10,000 in the case of
married taxpayers filing separately. An overall $2,000 annual limitation 
continues to apply to all of a taxpayer's IRA contributions, including Roth IRAs
and non-Roth IRAs.

     Qualified  distributions from Roth IRAs are free from federal income tax. A
qualified  distribution  requires that an individual  has held a Roth IRA for at
least five taxable years and, in addition,  that the  distribution  is made; (i)
after the  individual  reaches  age 59 1/2,  (ii) on the  individual's  death or
disability,  or (iii) as a  qualified  first-time  home  purchase  (subject to a
$10,000 lifetime maximum) for the individual,  a spouse, child,  grandchild,  or
ancestor.  Any distribution which is not a qualified  distribution is taxable to
the extent of earnings in the  distribution.  Distributions  are treated as made
from  contributions  first and  therefore  no  distributions  are taxable  until
distributions  exceed the amount of  contributions  and  conversions to the Roth
IRA. The 10% penalty tax and the regular IRA  exceptions  to the 10% penalty tax
apply to taxable distributions from a Roth IRA.

     Amounts  may be  rolled  over  from  one  Roth  IRA to  another  Roth  IRA.
Furthermore,  an individual may make a rollover contribution from a non-Roth IRA
to a Roth IRA ("conversion deposits"),  unless the individual has adjusted gross
income over $100,000 or the individual is a married  taxpayer  filing a separate
return.  The individual must pay tax on any portion of the IRA being rolled over
that represents income or a previously deductible IRA contribution. However, for
rollovers in 1998, the individual may pay that tax ratably over the four taxable
year period  beginning with tax year 1998. In addition,  distribution of amounts
attributable to conversion deposits held for less than 5 taxable years will also
be subject to the penalty tax.

     Purchasers  of  Contracts  intended  to be  qualified  as a Roth IRA should
obtain  competent tax advice as to the tax treatment and  suitability of such an
investment.

TAX TREATMENT OF WITHDRAWALS - INDIVIDUAL RETIREMENT ANNUITIES

     Section 72(t) of the Code imposes a 10% penalty tax on the taxable  portion
of any distribution from qualified retirement plans,  including Contracts issued
and qualified under Code Section 408 and 408A (Individual Retirement Annuities).
To the extent  amounts are not includible in gross income because they have been
rolled over to an IRA or to another eligible Qualified Plan, no tax penalty will
be imposed. The tax penalty will not apply to the following  distributions:  (a)
if  distribution  is made on or after the date on which the Owner reaches age 59
1/2; (b) distributions  following the death or disability of the Owner (for this
purpose  disability  is as  defined  in  Section  72(m)(7)  of  the  Code);  (c)
distributions  that are part of substantially  equal periodic  payments made not
less frequently than annually for the life (or life  expectancy) of the Owner or
the joint  lives  (or  joint  life  expectancies)  of such  Owner and his or her
designated  Beneficiary;  (d) distributions made to the Owner to the extent such
distributions  do not exceed  the amount  allowable  as a  deduction  under Code
Section  213 to the Owner for amounts  paid during the taxable  year for medical
care; (e) distributions  from an Individual  Retirement Annuity for the purchase
of medical insurance (as described in Section  213(d)(1)(D) of the Code) for the
Owner  and  his  or  her  spouse  and  dependents  if  the  Owner  has  received
unemployment  compensation  for at least 12 weeks (this exception will no longer
apply  after  the  Owner  has  been  re-employed  for at  least  60  days);  (f)
distributions  made to the Owner to the extent such  distributions do not exceed
the qualified higher  education  expenses (as defined in Section 72(t)(7) of the
Code) of the Owner for the taxable  year;  and (g)  distributions  up to $10,000
made to the Owner which are qualified  first-time home buyer  distributions  (as
defined in Section  72(t)(8)  of the Code).  With  respect to (c) above,  if the
series of substantially  equal periodic payments is modified before the later of
your  attaining  age 59 1/2 or 5  years  from  the  date of the  first  periodic
payment, then the tax for the year of the modification is increased by an amount
equal to the tax which would have been imposed (the 10% penalty tax) but for the
exception, plus interest for the tax years in which the exception was used.

MANDATORY DISTRIBUTIONS - INDIVIDUAL RETIREMENT ANNUITIES

     Generally,  distributions from an IRA must begin no later than April 1st of
the calendar  year  following the year in which the  participant  attains age 70
1/2.  Required  distributions  must be over a  period  not  exceeding  the  life
expectancy  of the  individual  or the joint lives or life  expectancies  of the
individual  and  his or her  designated  beneficiary.  If the  required  minimum
distributions  are not made,  a 50%  penalty tax is imposed as to the amount not
distributed.

ANNUITY PROVISIONS

     The Company makes available payment plans on a fixed and variable basis.

VARIABLE ANNUITY PAYOUT

     A  variable  annuity  is an  annuity  with  payments  which:  (1)  are  not
predetermined  as to dollar  amount;  and (2) will  vary in amount  with the net
investment results of the applicable investment portfolio. Annuity payments also
depend upon the age of the  annuitant  and any joint  annuitant  and the assumed
interest  factor  utilized.  The Annuity Table used will depend upon the annuity
option  chosen.  The  dollar  amount  of  annuity  payments  after  the first is
determined as follows:

     1. The dollar amount of the first  variable  annuity  payment is divided by
the value of an annuity  unit for each  investment  portfolio  as of the annuity
date.  This sets the number of annuity  units for each  monthly  payment for the
applicable investment portfolio.

     2. The fixed number of annuity  units for each  payment in each  investment
portfolio is multiplied by the annuity unit value for that investment  portfolio
for the last  valuation  period of the month  preceding  the month for which the
payment  is due.  This  result  is the  dollar  amount of the  payment  for each
applicable investment portfolio.

     The total dollar amount of each variable  annuity payment is the sum of all
variable  annuity  payments  reduced by the  applicable  portion of the Contract
Maintenance Charge.

ANNUITY UNIT

     The value of an annuity  unit was  arbitrarily  set  initially  at $10. The
annuity unit value at the end of any subsequent  valuation  period is determined
as follows:

     1. The net investment factor for the current valuation period is multiplied
by the value of the annuity unit for the immediately preceding valuation period.

     2. The result in (1) is then divided by the assumed  investment rate factor
which  equals  1.00  plus the  assumed  investment  rate for the  number of days
assumed investment rate.

FIXED ANNUITY PAYOUT

     A fixed  annuity is an annuity with  payments  which are  guaranteed  as to
dollar amount by the Company and do not vary with the  investment  experience of
the investment  portfolios.  The dollar amount of each fixed annuity  payment is
determined in accordance with Annuity Tables contained in the Contract.

                              FINANCIAL STATEMENTS

     The financial  statements of the Company included in the prospectus  should
be  considered  only as  bearing  upon the  ability  of the  Company to meet its
obligations under the Contracts.





                                    PART C
                              OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

A.   FINANCIAL STATEMENTS

The financial  statements of the Separate Account and Conseco Variable Insurance
Company (the "Company") will be filed by amendment.

B.   EXHIBITS

1.   Resolution   of  Board  of  Directors  of  the  Company   authorizing   the
     establishment of the Separate Account.*

2.   Not Applicable.

3.  (i)  Form of Principal Underwriters Agreement.**
    (ii) Form of Selling Agreement.*

4.  (i)    Individual Fixed and Variable Deferred Annuity
           Contract.*
    (ii)   Allocated Fixed and Variable Group Annuity
           Contract.*
    (iii)  Allocated Fixed and Variable Group Annuity
           Certificate.*

5.   Application Form.*

6.  (i) Articles of Incorporation of the Company.*
   (ii) Bylaws of the Company.*

7.   Not Applicable.

8.   (i)  Form of Fund  Participation  Agreement by and among the Alger American
          Fund,  Great  American  Reserve  Insurance  Company and Fred Alger and
          Company, Incorporated.**

     (ii) Form of Fund  Participation  Agreement  by and  among  Great  American
          Reserve Insurance  Company,  Berger  Institutional  Products Trust and
          BBOI Worldwide LLC.**

     (iii)Form of Fund  Participation  by and  between  Great  American  Reserve
          Insurance   Company,   Insurance   Management   Series  and  Federated
          Securities Corp.**

     (iv) Form of Fund  Participation  between Great American Reserve  Insurance
          Company,  Van Eck  Worldwide  Insurance  Trust and Van Eck  Associates
          Corporation.**

     (v)  Form of Fund Participation Agreement by and between Lord Abbett Series
          Fund, Inc., Lord,  Abbett and Co. and Great American Reserve Insurance
          Company.**

     (vi) Form of Fund  Participation  Agreement by and between American Century
          Investment  Services,   Inc.  and  Great  American  Reserve  Insurance
          Company.**

     (vii)Form  of  Fund   Participation   Agreement  between  INVESCO  Variable
          Investment Funds, Inc., INVESCO Funds Group, Inc. and the Company.***

9.   Opinion and Consent of Counsel (to be filed by amendment).

10.  Consent of Independent Accountants (to be filed by amendment).

11.  Not Applicable.

12.  Not Applicable.

13.  Not Applicable.

14.  Not Applicable.

15. Company Organizational Chart.**

27. Not Applicable.

*Incorporated  by reference to  Registrant's  Form N-4 filed  electronically  on
November 14, 1997.

**Incorporated  by reference to  Registrant's  Pre-Effective  Amendment No. 1 to
Form N-4 filed electronically on February 3, 1998.

***Incorporated  by reference to Great American Reserve Variable Annuity Account
G, Form N-4, File Nos. 333-00373 and 811-07501,  filed electronically on January
23, 1996.

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

     The following are the Executive Officers and Directors of the Company which
are engaged  directly or indirectly in activities  relating to the Registrant or
the Contracts offered by the Registrant:


Name and Principal              Position and Offices
  Business Address*                with Depositor
- -------------------  ---------------------------------------

Ngaire E. Cuneo         Director

Stephen C. Hilbert      Director and Chairman of the Board
 
Rollin M. Dick          Director, Executive Vice President and
                        Chief Financial Officer

Thomas J. Kilian        Director and President
 
John J. Sabl            Director, Executive Vice President, General
                        Counsel and Secretary

James S. Adams          Senior Vice President and Treasurer

*The Principal  business  address for all officers and directors listed above is
11825 N. Pennsylvania Street, Carmel, Indiana 46032.

ITEM 26.  PERSONS  CONTROLLED  BY OR UNDER COMMON  CONTROL WITH THE DEPOSITOR OR
          REGISTRANT

     The Company  organizational  chart was filed as Exhibit 15 in  Registrant's
Pre-Effective Amendment No. 1 and is incorporated herein by reference.

ITEM 27. NUMBER OF CONTRACT OWNERS

     As of January 20, 1999, there were 207 Non-Qualified Contract Owners and
11 Qualified Contract Owners.

ITEM 28. INDEMNIFICATION

     The Bylaws (Article VI) of the Company provide, in part, that:

     The  Corporation  shall  indemnify any person who was or is a party,  or is
threatened to be made a party, to any threatened,  pending, or completed action,
suit or proceeding, whether civil, criminal,  administrative,  or investigative,
by  reason  of  the  fact  that  he is or  was a  director  or  officer  of  the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise  (collectively,  "Agent")  against expenses
(including  attorneys'  fees),  judgments,  fines,  penalties,  court  costs and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action,  suit or  proceeding if he acted in good faith and in a manner
he  reasonably  believed  to be in or not opposed to the best  interests  of the
Corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
action,  suit,  or proceeding by judgment,  order,  settlement  (whether with or
without court  approval),  conviction  or upon a plea of NOLO  CONTENDERE or its
equivalent,  shall not, of itself,  create a presumption  that the Agent did not
act in good faith and in a manner which he  reasonably  believed to be in or not
opposed to the best  interests  of the  Corporation,  and,  with  respect to any
criminal  action or  proceeding,  had no  reasonable  cause to believe  that his
conduct was unlawful.  If several  claims,  issues or matters are  involved,  an
Agent may be entitled to  indemnification  as to some  matters even though he is
not entitled as to other  matters.  Any  director or officer of the  Corporation
serving in any  capacity  of  another  corporation,  of which a majority  of the
shares  entitled to vote in the election of its  directors is held,  directly or
indirectly, by the Corporation, shall be deemed to be doing so at the request of
the Corporation.

     Insofar as  indemnification  for liability arising under the Securities Act
of 1933 may be permitted  directors and officers or  controlling  persons of the
Company  pursuant to the foregoing,  or otherwise,  the Company 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, therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company 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
Company  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.

ITEM 29.   PRINCIPAL UNDERWRITERS

(a) Conseco Equity Sales, Inc. is the principal underwriter for the following
investment companies (other than the Registrant):
     Great American Reserve Variable Annuity Account C
     Great American Reserve Variable Annuity Account E
     Great American Reserve Variable Annuity Account G
     Conseco Fund Group
     Rydex Advisor Variable Annuity Account

(b) Conseco  Equity Sales,  Inc.  ("CES") is the principal  underwriter  for the
Contracts.  The  following  persons are the officers  and  directors of CES. The
principal  business  address for each  officer  and  director of CES is 11815 N.
Pennsylvania Street, Carmel, Indiana 46032.

     Name and Principal              Positions and Offices
     Business Address                  with Underwriter
 ------------------------  ---------------------------------------

     L. Gregory Gloeckner      President and Director

     William P. Latimer        Vice President, Senior Counsel,
                               Secretary and Director

     James S. Adams            Senior Vice President, Treasurer
                               and Director

     William T. Devanney, Jr.  Senior Vice President, Corporate
                               Taxes

     Christene H. Darnell      Vice President, Management
                               Reporting

     Donald B. Johnston        Vice President, National Sales Director

     Christine E. Monical      Second Vice President and Assistant General
                               Counsel

(c)   Not Applicable.

ITEM 30.   LOCATION OF ACCOUNTS AND RECORDS

       Lowell Short, whose address is 11825 N. Pennsylvania  Street,  Carmel, IN
46032, maintains physical possession of the accounts,  books or documents of the
Separate  Account  required to be maintained by Section 31(a) of the  Investment
Company Act of 1940 and the rules promulgated thereunder.

ITEM 31.   MANAGEMENT SERVICES

     Not Applicable.

ITEM 32.   UNDERTAKINGS

     a. Registrant hereby undertakes to file a post-effective  amendment to this
registration  statement as frequently as is necessary to ensure that the audited
financial  statements in the registration  statement are never more than sixteen
(16) months old for so long as payment under the variable annuity  contracts may
be accepted.

     b.  Registrant  hereby  undertakes  to  include  either  (1) as part of any
application to purchase a contract  offered by the  Prospectus,  a space that an
applicant can check to request a Statement of Additional  Information,  or (2) a
postcard  or  similar  written  communication  affixed  to or  included  in  the
Prospectus  that the  applicant can remove to send for a Statement of Additional
Information.

     c.  Registrant  hereby  undertakes  to deliver any  Statement of Additional
Information and any financial statement required to be made available under this
Form promptly upon written or oral request.

     d. Conseco Variable  Insurance  Company (the "Company")  hereby  represents
that the  fees  and  charges  deducted  under  the  Contracts  described  in the
Prospectus,  in the  aggregate,  are  reasonable  in  relation  to the  services
rendered, the expenses to be incurred and the risks assumed by the Company.


                                   SIGNATURES

As  required by the  Securities  Act of 1933 and the  Investment  Company Act of
1940, as amended, the Registrant certifies that it has caused this Registration
Statement to be signed on its behalf, in the City of Carmel, and State of
Indiana on this 22nd day of January, 1999.

                                GREAT AMERICAN RESERVE VARIABLE ANNUITY
                                ACCOUNT F
                                Registrant

                           By: CONSECO VARIABLE INSURANCE COMPANY

                           By:  /S/ ROLLIN M. DICK
                               ------------------------------
                               Rollin M. Dick, Executive Vice
                               President and Chief Financial Officer
 
                           By: CONSECO VARIABLE INSURANCE COMPANY
                                Depositor

                           By:  /S/ ROLLIN M. DICK
                               -------------------------------
                               Rollin M. Dick, Executive Vice
                               President and Chief Financial Officer


As required by the Securities Act of 1933, this Registration  Statement has been
signed by the following persons in the capacities and on the dates indicated.

SIGNATURE                        TITLE                    DATE
- ------------------------  --------------------------  ---------------

                             Director
- ------------------------                              -----------------
Ngaire E. Cuneo

/S/ THOMAS J. KILIAN       Director                    1/22/99
- ------------------------                              -----------------
Thomas J. Kilian


                            Director and Chairman of
/S/ STEPHEN C. HILBERT      of the Board (Principal     1/22/99
- ------------------------    Executive Officer)         -----------------
Stephen C. Hilbert

/S/ ROLLIN M. DICK        Director, Executive Vice      1/22/99
- ------------------------  President and Chief         -----------------
Rollin M. Dick            Financial Officer
                         (Principal Financial
                          Officer)


/S/ JOHN J. SABL          Director                     1/22/99
- -----------------------                               ----------------
John J. Sabl                           

/S/ JAMES S. ADAMS        Senior Vice President and    1/22/99
- -----------------------   Treasurer (Chief Accounting ---------------
James S. Adams            Officer)


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