GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT F
497, 1999-05-19
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                       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.


                                                                     
                                TABLE OF CONTENTS

                                                                            PAGE
COMPANY...................................................................   3

INDEPENDENT ACCOUNTANTS...................................................   3

LEGAL OPINIONS............................................................   3

DISTRIBUTION..............................................................   3
    Reduction or Elimination of the Contingent Deferred Sales Charge......   3
 
CALCULATION OF PERFORMANCE INFORMATION....................................   4
    Total Return..........................................................   4
    Performance Information...............................................   5
    Historical Unit Values................................................   5
    Reporting Agencies....................................................   6
FEDERAL TAX STATUS........................................................   7
    General...............................................................   7
    Diversification.......................................................   8
    Multiple Contracts....................................................   9
    Contracts Owned by Other than Natural Persons.........................   9
    Tax Treatment of Assignments..........................................   9
    Income Tax Withholding................................................  10
    Tax Treatment of Withdrawals - Non-Qualified Contracts................  10
    Qualified Plans.......................................................  11
    Tax Treatment of Withdrawals - Qualified Contracts....................  15
    Tax-Sheltered Annuities - Withdrawal Limitations......................  16
    Mandatory Distributions - Qualified Plans.............................  16
   
ANNUITY PROVISIONS........................................................  16
    Variable Annuity Payout...............................................  16
    Annuity Unit..........................................................  17
    Fixed Annuity Payout..................................................  17

FINANCIAL STATEMENTS .....................................................  17



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  PricewaterhouseCoopers  LLP,  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, we 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);  or  d)  hardship  withdrawals.  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 - Qualified Contracts" below.)

QUALIFIED PLANS

The  Contracts  are  designed  to be  suitable  for use under  various  types of
Qualified Plans. Taxation of participants in each Qualified Plan varies with the
type of plan and terms and conditions of each specific plan. Owners,  annuitants
and  beneficiaries  are cautioned  that benefits  under a Qualified  Plan may be
subject  to the terms and  conditions  of the plan  regardless  of the terms and
conditions of the Contracts  issued pursuant to the plan. Some retirement  plans
are subject to distribution  and other  requirements  that are not  incorporated
into  the  Company's  administrative   procedures.   Owners,   participants  and
beneficiaries are responsible for determining that contributions,  distributions
and other transactions with respect to the Contracts comply with applicable law.
Following are general  descriptions  of the types of Qualified  Plans with which
the Contracts may be used.  Such  descriptions  are not  exhaustive  and are for
general informational purposes only. The tax rules regarding Qualified Plans are
very complex and will have differing  applications depending on individual facts
and  circumstances.  Each purchaser  should obtain competent tax advice prior to
purchasing a Contract issued under a Qualified Plan.

Contracts  issued  pursuant  to  Qualified  Plans  include  special   provisions
restricting  Contract  provisions  that may  otherwise be available as described
herein.  Generally,  Contracts  issued  pursuant  to  Qualified  Plans  are  not
transferable except upon surrender or annuitization.  Various penalty and excise
taxes  may  apply  to  contributions  or  distributions  made  in  violation  of
applicable   limitations.   Furthermore,   certain   withdrawal   penalties  and
restrictions  may  apply to  surrenders  from  Qualified  Contracts.  (See  "Tax
Treatment of Withdrawals - Qualified Contracts" below.)

On July 6, 1983,  the Supreme  Court decided in ARIZONA  GOVERNING  COMMITTEE V.
NORRIS that optional  annuity  benefits  provided  under an employer's  deferred
compensation  plan could not,  under Title VII of the Civil  Rights Act of 1964,
vary between men and women. The Contracts sold by the Company in connection with
Qualified  Plans will utilize annuity tables which do not  differentiate  on the
basis of sex.  Such annuity  tables will also be available for use in connection
with certain non-qualified deferred compensation plans.

a. TAX-SHELTERED ANNUITIES

Section 403(b) of the Code permits the purchase of "tax-sheltered  annuities" by
public schools and certain charitable,  educational and scientific organizations
described in Section 501(c)(3) of the Code. These qualifying  employers may make
contributions  to the  Contracts  for  the  benefit  of  their  employees.  Such
contributions  are not includible in the gross income of the employees until the
employees receive distributions from the Contracts.  The amount of contributions
to the tax-sheltered annuity is limited to certain maximums imposed by the Code.
Furthermore, the Code sets forth additional restrictions governing such items as
transferability,  distributions,  nondiscrimination  and withdrawals.  (See "Tax
Treatment of Withdrawals  Qualified  Contracts" and  "Tax-Sheltered  Annuities -
Withdrawal  Limitations" below.) Any employee should obtain competent tax advice
as to the tax treatment and suitability of such an investment.

b. 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  -  Qualified   Contracts"   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.

   SIMPLE IRAs

Section 408(p) of the Code permits certain employers  (generally those with less
than 100  employees)  to  establish a  retirement  program for  employees  using
Savings  Incentive Match Plan Retirement  Annuities  ("SIMPLE IRA").  SIMPLE IRA
programs  can only be  established  with the  approval  of and  adoption  by the
employer of the Contract Owner of the SIMPLE IRA.  Contributions  to SIMPLE IRAs
will be made  pursuant to a salary  reduction  agreement in which an Owner would
authorize  his/her  employer  to deduct a certain  amount  from  his/her pay and
contribute  it directly to the SIMPLE IRA. The Owner's  employer  will also make
contributions  to the SIMPLE IRA in amounts based upon certain  elections of the
employer.  The only  contributions  that can be made to a SIMPLE  IRA are salary
reduction  contributions  and employer  contributions  as described  above,  and
rollover  contributions  from other SIMPLE IRAs.  Purchasers  of Contracts to be
qualified  as SIMPLE  IRAs  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 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 apply to all of
a taxpayer's IRA contributions, including Roth IRA 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.

c. PENSION AND PROFIT-SHARING PLANS

Sections 401(a) and 401(k) of the Code permit employers, including self-employed
individuals, to establish various types of retirement plans for employees. These
retirement  plans may permit the purchase of the  Contracts to provide  benefits
under the Plan.  Contributions to the Plan for the benefit of employees will not
be includible in the gross income of the employees  until  distributed  from the
Plan.  The  tax  consequences  to  participants  may  vary  depending  upon  the
particular plan design. However, the Code places limitations and restrictions on
all Plans including on such items as: amount of allowable  contributions;  form,
manner and timing of  distributions;  transferability  of benefits;  vesting and
nonforfeitability   of   interests;   nondiscrimination   in   eligibility   and
participation;   and  the  tax  treatment  of  distributions,   withdrawals  and
surrenders.   Special  considerations  apply  to  plans  covering  self-employed
individuals,  including  limitations  on  contributions  and  benefits  for  key
employees or 5 percent  owners.  (See "Tax  Treatment of Withdrawals - Qualified
Contracts"  below.)  Purchasers  of  Contracts  for use with  Pension  or Profit
Sharing  Plans should  obtain  competent  tax advice as to the tax treatment and
suitability of such an investment.

d. GOVERNMENT AND TAX-EXEMPT ORGANIZATION'S DEFERRED COMPENSATION PLAN

Under Code provisions, employees and independent contractors performing services
for  state  and  local  governments  and  other  tax-exempt   organizations  may
participate in Deferred Compensation Plans. While participants in such Plans may
be permitted to specify the form of investment in which their Plan accounts will
participate,  all such investments are owned by the sponsoring  employer and are
subject to the claims of its creditors  until December 31, 1998, or such earlier
date as may be established by Plan amendment.  However, amounts deferred under a
Plan created on or after August 20, 1996 and amounts deferred under any 457 Plan
after  December  31,  1998 must be held in trust,  custodial  account or annuity
contract for the exclusive benefit of Plan participants and their beneficiaries.
The amounts deferred under a Plan which meets the requirements of Section 457 of
the Code are not taxable as income to the  participant  until paid or  otherwise
made available to the participant or beneficiary. As a general rule, the maximum
amount  which can be  deferred  in any one year is the lesser of $7,500  ($8,000
beginning  in  1998,  as  indexed  for  inflation)  or 33  1/3  percent  of  the
participant's includable compensation.  However, in limited circumstances, up to
$15,000 may be deferred in each of the last three years before normal retirement
age.  Furthermore,  the Code provides  additional  requirements and restrictions
regarding eligibility and distributions.

TAX TREATMENT OF WITHDRAWALS - QUALIFIED CONTRACTS

In the case of a withdrawal under a Qualified Contract, a ratable portion of the
amount  received is taxable,  generally  based on the ratio of the  individual's
cost basis to the individual's  total accrued benefit under the retirement plan.
Special tax rules may be available  for certain  distributions  from a Qualified
Contract.  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 Sections 401 (Pension and Profit-Sharing Plans),
403(b)  (Tax-Sheltered  Annuities)  and  408  and  408A  (Individual  Retirement
Annuities).  This  penalty is increased to 25% instead of 10% for SIMPLE IRAs if
distribution   occurs   within  the  first  two  years  after  the  Owner  first
participated  in the SIMPLE IRA. 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) made on or after the date on which the Owner
or Annuitant  (as  applicable)  reaches age 59 1/2; (b)  following  the death or
disability  of  the  Owner  or  Annuitant  (as  applicable)  (for  this  purpose
disability is as defined in Section 72(m) (7) of the Code); (c) after separation
from  service,  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 Annuitant  (as  applicable)  or the joint lives (or
joint life  expectancies)  of such Owner or Annuitant (as applicable) and his or
her designated Beneficiary; (d) to an Owner or Annuitant (as applicable) who has
separated  from  service  after he has attained age 55; (e) made to the Owner or
Annuitant (as  applicable)  to the extent such  distributions  do not exceed the
amount allowable as a deduction under Code Section 213 to the Owner or Annuitant
(as  applicable)  for amounts paid during the taxable year for medical care; (f)
made to an alternate payee pursuant to a qualified domestic relations  order;(g)
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 or Annuitant  (as
applicable)  and his or her spouse and  dependents if the Owner or Annuitant (as
applicable) has received  unemployment  compensation for at least 12 weeks (this
exception will no longer apply after the Owner or Annuitant (as  applicable) has
been  re-employed  for at least 60  days);  (h)  from an  Individual  Retirement
Annuity  made to the Owner or  Annuitant  (as  applicable)  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 or Annuitant (as  applicable) for
the  taxable  year;  and (i)  distributions  up to  $10,000  from an  Individual
Retirement  Annuity made to the Owner or  Annuitant  (as  applicable)  which are
qualified first-time home buyer distributions (as defined in Section 72(t)(8) of
the Code).  The exceptions  stated in (d) and (f) above do not apply in the case
of an Individual  Retirement Annuity.  The exception stated in (c) above applies
to an Individual  Retirement  Annuity  without the  requirement  that there be a
separation  from  service.   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.

TAX-SHELTERED ANNUITIES - WITHDRAWAL LIMITATIONS

The Code limits the withdrawal of amounts  attributable  to  contributions  made
pursuant to a salary  reduction  agreement (as defined in Section  403(b)(11) of
the Code) to  circumstances  only when the Owner:  (1) attains  age 59 1/2;  (2)
separates from service;  (3) dies; (4) becomes  disabled  (within the meaning of
Section 72(m)(7) of the Code); (5) in the case of hardship; or (6) made pursuant
to a qualified  domestic  relations  order, if otherwise  permissible.  However,
withdrawals  for hardship are restricted to the portion of the Owner's  Contract
Value which represents  contributions made by the Owner and does not include any
investment  results.  The limitations on withdrawals became effective on January
1, 1989 and apply only to salary reduction contributions made after December 31,
1988, to income attributable to such contributions and to income attributable to
amounts held as of December 31, 1988.  The  limitations  on  withdrawals  do not
affect rollovers and transfers  between certain  Qualified Plans.  Owners should
consult their own tax counsel or other tax adviser regarding any distributions.

MANDATORY DISTRIBUTIONS - QUALIFIED PLANS

Generally,  distributions  from a qualified  plan must begin no later than April
1st of the  calendar  year  following  the  later of (a) the  year in which  the
employee  attains  age 70 1/2 or (b) the  calendar  year in which  the  employee
retires.  The date set forth in (b) does not apply to an  Individual  Retirement
Annuity.  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.


Table of Contents

December 31, 1998


================================================================================
Great American Reserve Variable Annuity Account F                           Page

Statement of Assets and Liabilities as of December 31, 1998 ................   2
Statement of Operations for the Period February 12, 1998,
through December 31, 1998 ..................................................   4
Statement of Changes in Net Assets for the Period
February 12, 1998, through December 31, 1998 ...............................   4
Notes to Financial Statements ..............................................   5
Report of Independent Accountants ..........................................   7


<PAGE>


GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT F

Statement of Assets and Liabilities

December 31, 1998


<TABLE>
<CAPTION>
====================================================================================================================================
                                                                                             SHARES          COST           VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                       <C>           <C>            <C>
Assets:
   Market value adjustment cash account................................................                 $    120,019   $    120,019
   Investments in portfolio shares, at net asset value (Note 2):
     The Alger American Fund:
       Growth Portfolio................................................................     114,219.6      5,158,600      6,078,770
       Leveraged AllCap Portfolio......................................................      46,592.2      1,343,565      1,626,068
       MidCap Growth Portfolio.........................................................      66,801.8      1,704,451      1,928,568
       Small Capitalization Portfolio..................................................      39,050.4      1,555,610      1,717,050
     American Century Variable Portfolios, Inc.:
       International Fund..............................................................     168,863.7      1,249,909      1,286,741
       Value Fund......................................................................     260,101.3      1,688,956      1,750,482
       Income and Growth Fund..........................................................     626,059.4      3,797,751      4,244,683
     Berger Institutional Products Trust:
       100 Fund........................................................................      62,197.4        690,863        801,724
       Growth and Income Fund..........................................................     112,793.2      1,640,635      1,875,751
       Small Company Growth Fund.......................................................      89,578.3      1,048,905      1,100,022
       BIAM International Fund.........................................................      19,979.3        206,916        223,968
     Conseco Series Trust:
       Asset Allocation Portfolio......................................................     307,340.7      4,080,368      4,200,729
       Common Stock Portfolio..........................................................     225,197.2      4,289,694      4,861,045
       Corporate Bond Portfolio........................................................     319,581.0      3,234,166      3,210,200
       Government Securities Portfolio.................................................     132,405.0      1,624,581      1,608,197
       Money Market Portfolio..........................................................   8,068,401.7      8,068,402      8,068,402
     Dreyfus Stock Index Fund..........................................................     458,871.2     13,427,073     14,922,491
     The Dreyfus Socially Responsible Growth Fund, Inc.................................      84,028.9      2,401,597      2,611,619
     Dreyfus Variable Investment Fund:
       Disciplined Stock Portfolio.....................................................      30,233.8        631,587        693,866
       International Value Portfolio...................................................      10,435.8        140,686        140,361
     Federated Insurance Series:
       High Income Bond Fund II........................................................     408,003.6      4,373,887      4,455,399
       International Equity Fund II....................................................      36,934.0        501,326        568,414
       Utility Fund II.................................................................     169,884.2      2,407,864      2,594,132
     Invesco Variable Investment Funds, Inc.:
       High Yield Portfolio............................................................     100,631.8      1,227,523      1,139,152
       Industrial Income Portfolio.....................................................      44,540.0        795,029        828,889
     Janus Aspen Series:
       Aggressive Growth Portfolio.....................................................      88,455.0      2,016,298      2,440,473
       Growth Portfolio................................................................     228,817.8      4,586,279      5,386,372
       Worldwide Growth Portfolio......................................................     285,876.6      7,688,261      8,316,150
     Lazard Retirement Series, Inc.:
       Equity Portfolio................................................................      93,247.5        918,253      1,030,385
       Small Cap Portfolio.............................................................      44,590.6        415,147        424,503
     Lord Abbett Series Fund, Inc.:
       Growth and Income Portfolio.....................................................     125,804.8      2,575,285      2,597,742
     Mitchell Hutchins Series Trust:
       Growth & Income Portfolio.......................................................      17,622.4        254,859        260,988
     Neuberger & Berman Advisers Management Trust:
       Limited Maturity Bond Portfolio.................................................     228,925.9      3,123,523      3,163,756
       Partners Portfolio..............................................................     164,122.1      2,950,195      3,106,832
     Strong Variable Insurance Funds, Inc.:
       Growth Fund II..................................................................      41,866.2        577,665        670,697
     Strong Opportunity Fund II, Inc...................................................      91,192.0      1,867,677      1,980,691
     Van Eck Worldwide Insurance Trust:
       Worldwide Bond Fund.............................................................      28,186.3        338,407        346,128
       Worldwide Emerging Markets Fund.................................................      34,233.7        253,667        243,744
       Worldwide Hard Assets Fund......................................................       9,580.0         88,437         88,136
       Worldwide Real Estate Fund......................................................      22,903.2        221,569        218,497
- ------------------------------------------------------------------------------------------------------------------------------------

         Total assets...............................................................................................    102,931,836

Liabilities:
   Amounts due to Conseco Variable Insurance Company................................................................        112,378
- ------------------------------------------------------------------------------------------------------------------------------------
         Net assets (Note 6)........................................................................................   $102,819,458
====================================================================================================================================
</TABLE>

   The accompanying notes are an integral part of these financial statements.


2
<PAGE>

GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT F

Statement of Assets and Liabilities - Continued

December 31, 1998


<TABLE>
<CAPTION>
====================================================================================================================================
                                                                                             UNITS       UNIT VALUE   REPORTED VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                       <C>           <C>           <C>
Net assets attributable to:
   Contract owners' deferred annuity reserves:
     Market value adjustment accounts - 1 Year.........................................                                $    120,019
     The Alger American Fund:
       Growth Portfolio................................................................     436,443.0   $  13.912974      6,072,221
       Leveraged AllCap Portfolio......................................................     109,259.4      14.867397      1,624,403
       MidCap Growth Portfolio.........................................................     155,495.9      12.390612      1,926,689
       Small Capitalization Portfolio..................................................     153,227.2      11.196182      1,715,560
     American Century Variable Portfolios, Inc.:
       International Fund..............................................................     115,686.6      11.110331      1,285,316
       Value Fund......................................................................     171,138.0      10.217429      1,748,590
       Income and Growth Fund..........................................................     351,624.7      12.058202      4,239,961
     Berger Institutional Products Trust:
       100 Fund........................................................................      74,888.9      10.694410        800,893
       Growth and Income Fund..........................................................     153,113.7      12.236958      1,873,646
       Small Company Growth Fund.......................................................     112,139.8       9.799291      1,098,891
       BIAM International Fund.........................................................      20,703.6      10.805593        223,714
     Conseco Series Trust:
       Asset Allocation Portfolio......................................................     399,216.7      10.510299      4,195,887
       Common Stock Portfolio..........................................................     446,343.6      10.878030      4,855,339
       Corporate Bond Portfolio........................................................     308,575.7      10.392020      3,206,724
       Government Securities Portfolio.................................................     153,270.2      10.479885      1,606,254
       Money Market Portfolio..........................................................     779,777.0      10.335375      8,059,287
     Dreyfus Stock Index Fund..........................................................   1,229,906.4      12.119694     14,906,089
     The Dreyfus Socially Responsible Growth Fund, Inc.................................     212,780.0      12.260875      2,608,869
     Dreyfus Variable Investment Fund:
       Disciplined Stock Portfolio.....................................................      64,621.8      10.726492        693,166
       International Value Portfolio...................................................      14,880.5       9.423371        140,225
     Federated Insurance Series:
       High Income Bond Fund II........................................................     449,247.9       9.906275      4,450,373
       International Equity Fund II....................................................      49,555.0      11.457418        567,772
       Utility Fund II.................................................................     227,544.8      11.387984      2,591,277
     Invesco Variable Investment Funds, Inc.:
       High Yield Portfolio............................................................     119,636.8       9.512365      1,138,029
       Industrial Income Portfolio.....................................................      80,397.0      10.299751        828,069
     Janus Aspen Series:
       Aggressive Growth Portfolio.....................................................     189,516.1      12.863730      2,437,884
       Growth Portfolio................................................................     424,913.2      12.663149      5,380,740
       Worldwide Growth Portfolio......................................................     698,806.4      11.887497      8,307,059
     Lazard Retirement Series, Inc.:
       Equity Portfolio................................................................      93,996.5      10.950014      1,029,263
       Small Cap Portfolio.............................................................      45,538.3       9.311319        424,022
     Lord Abbett Series Fund, Inc. :
       Growth and Income Portfolio.....................................................     240,000.3      10.812166      2,594,923
     Mitchell Hutchins Series Trust:
       Growth and Income Portfolio.....................................................      23,636.4      11.029509        260,698
     Neuberger & Berman Advisers Management Trust:
       Limited Maturity Bond Portfolio.................................................     308,952.7      10.228889      3,160,242
       Partners Portfolio..............................................................     308,590.6      10.056279      3,103,273
     Strong Variable Insurance Funds, Inc.:
       Growth Fund II..................................................................      53,572.2      12.505960        669,972
     Strong Opportunity Fund II, Inc...................................................     181,751.9      10.886238      1,978,595
     Van Eck Worldwide Insurance Trust:
       Worldwide Bond Fund.............................................................      31,389.1      11.014099        345,723
       Worldwide Emerging Markets Fund.................................................      36,152.7       6.734480        243,470
       Worldwide Hard Assets Fund......................................................      12,475.6       7.058843         88,064
       Worldwide Real Estate Fund......................................................      25,254.3       8.642784        218,267
- ------------------------------------------------------------------------------------------------------------------------------------
         Net assets.................................................................................................   $102,819,458
====================================================================================================================================
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                                                               3
<PAGE>

GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT F

Statement of Operations

For the Period February 12, 1998, through December 31,1998

<TABLE>
<CAPTION>
====================================================================================================================================
<S>                                                                                                                    <C>
Investment income:
   Dividends from investments in portfolio shares...................................................................   $  1,088,426
Expenses:
   Mortality and expense risk fees..................................................................................        378,316
   Administrative fees..............................................................................................         45,397
- ------------------------------------------------------------------------------------------------------------------------------------
     Total expenses.................................................................................................        423,713
- ------------------------------------------------------------------------------------------------------------------------------------
       Net investment income........................................................................................        664,713
- ------------------------------------------------------------------------------------------------------------------------------------

Net realized gains (losses) and unrealized appreciation (depreciation) on
investments:
   Net realized losses on sales of investments in portfolio shares..................................................       (516,677)
   Net change in unrealized appreciation of investments in portfolio shares.........................................      7,646,351
- ------------------------------------------------------------------------------------------------------------------------------------
     Net gain on investments in portfolio shares....................................................................      7,129,674
- ------------------------------------------------------------------------------------------------------------------------------------
       Net increase in net assets from operations...................................................................   $  7,794,387
====================================================================================================================================
</TABLE>



Statement of Changes in Net Assets

For the Period February 12, 1998, through December 31,1998

<TABLE>
<CAPTION>
====================================================================================================================================
<S>                                                                                                                    <C>
Changes from operations:
   Net investment income............................................................................................   $    664,713
   Net realized losses on sales of investments in portfolio shares..................................................       (516,677)
   Net change in unrealized appreciation of investments in portfolio shares.........................................      7,646,351
- ------------------------------------------------------------------------------------------------------------------------------------
     Net increase in net assets from operations.....................................................................      7,794,387
- ------------------------------------------------------------------------------------------------------------------------------------
Changes from contract owners' transactions:
   Net contract purchase payments...................................................................................     95,358,778
   Contract redemptions.............................................................................................       (690,158)
   Net transfers from fixed account.................................................................................        356,451
- ------------------------------------------------------------------------------------------------------------------------------------
     Net increase in net assets from contract owners' transactions..................................................     95,025,071
- ------------------------------------------------------------------------------------------------------------------------------------
       Net increase in net assets...................................................................................    102,819,458
Net assets, beginning of period.....................................................................................             --
- ------------------------------------------------------------------------------------------------------------------------------------
       Net assets, end of period....................................................................................   $102,819,458
====================================================================================================================================
</TABLE>

   The accompanying notes are an integral part of these financial statements.


4
<PAGE>

GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT F

Notes to Financial Statements

December 31, 1998


(1)  General

     Conseco Variable Insurance Company (the "Company") (formerly Great American
Reserve  Insurance Company prior to its name change in October 1998) established
two separate  accounts within Great American  Reserve Variable Annuity Account F
("Account F"). It is anticipated that on May 1, 1999, a filing will be made with
the  Securities  and Exchange  Commission  to change the name of Great  American
Reserve  Variable  Account F to Conseco  Variable  Account F. Both accounts were
established  on September  26, 1997,  and  commenced  operations on February 12,
1998.  Account F is a segregated  investment  account for  individual  and group
variable  annuity  contracts  which are  registered  under the Securities Act of
1933. One account,  also named Great American Reserve Variable Annuity Account F
("Variable Account"), which serves the variable annuity portion of the contract,
is registered  under the Investment  Company Act of 1940, as amended,  as a unit
investment  trust.  The other account,  Conseco Variable Market Value Adjustment
Account ("MVA"),  offers investment options which pay fixed rates of interest as
declared by the company for specified  periods (one,  three and five years) from
the date  amounts are  allocated  to the MVA.  The MVA is not  registered  as an
investment  company under the Investment  Company Act of 1940. The operations of
Account F are included in the operations the Company  pursuant to the provisions
of the Texas Insurance Code. The Company is an indirect wholly owned  subsidiary
of Conseco, Inc., a publicly-held specialized financial services holding company
listed on the New York Stock Exchange.

     Besides  the three  guarantee  periods  of the MVA  option,  the  following
Variable Account investment options are currently available:

THE ALGER AMERICAN FUND
     Growth Portfolio
     Leveraged AllCap Portfolio
     MidCap Growth Portfolio
     Small Capitalization Portfolio

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
     Income and Growth Fund
     International Fund
     Value Fund

BERGER INSTITUTIONAL PRODUCTS TRUST
     100 Fund
     Growth and Income Fund
     Small Company Growth Fund
     BIAM International Fund

CONSECO SERIES TRUST
     Asset Allocation Portfolio
     Common Stock Portfolio
     Corporate Bond Portfolio
     Government Securities Portfolio
     Money Market Portfolio

THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.

DREYFUS STOCK INDEX FUND

DREYFUS VARIABLE INVESTMENT FUND
     International Value Portfolio
     Disciplined Stock Portfolio

FEDERATED INSURANCE SERIES
     High Income Bond Fund II
     International Equity Fund II
     Utility Fund II

INVESCO VARIABLE INVESTMENT FUNDS, INC.
     High Yield Portfolio
     Industrial Income Portfolio

JANUS ASPEN SERIES
     Aggressive Growth Portfolio
     Growth Portfolio
     Worldwide Growth Portfolio

LAZARD RETIREMENT SERIES, INC.
     Equity Portfolio
     Small Cap Portfolio

LORD ABBETT SERIES FUND, INC.
     Growth and Income Portfolio

MITCHELL HUTCHINS SERIES TRUST
     Growth and Income Portfolio

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
     Limited Maturity Bond Portfolio
     Partners Portfolio

STRONG VARIABLE INSURANCE FUNDS, INC.
     Growth Fund II

STRONG OPPORTUNITY FUND II, Inc.

VAN ECK WORLDWIDE INSURANCE TRUST
     Worldwide Bond Fund
     Worldwide Emerging Markets Fund
     Worldwide Hard Assets Fund
     Worldwide Real Estate Fund

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and  the  reported  increases  and  decreases  in  net  assets  from
operations during the reporting  period.  Actual results could differ from those
estimates.

(2)  Summary of Significant Accounting Policies

INVESTMENT VALUATION, TRANSACTIONS AND INCOME

     Investments in portfolio shares are valued using the net asset value of the
respective  portfolios at the end of each New York Stock Exchange  business day.
Investment share  transactions are accounted for on a trade date basis (the date
the order to purchase  or redeem  shares is  executed)  and  dividend  income is
recorded on the  ex-dividend  date. The cost of investments in portfolio  shares
sold is determined on a first-in  first-out  basis.  Account F does not hold any
investments which are restricted as to resale.

     Net  investment  income and net  realized  gains  (losses)  and  unrealized
appreciation  (depreciation)  on  investments  are allocated to the contracts on
each valuation date based on each contract's pro rata share of the assets of the
Variable Account F as of the beginning of the valuation date.


                                                                               5
<PAGE>


(2)  Summary of Significant Accounting Policies (Continued)

FEDERAL INCOME TAXES

     No provision  for federal  income  taxes has been made in the  accompanying
financial  statements because the operations of the Contract are included in the
total  operations of the Company,  which is treated as a life insurance  company
for federal income tax purposes under the Internal  Revenue Code. Net investment
income and  realized  gains  (losses)  are  retained in the Contract and are not
taxable  until  received by the  contract  owner or  beneficiary  in the form of
annuity payments or other distributions.

ANNUITY RESERVES

     Deferred annuity contract  reserves are comprised of net contract  purchase
payments less  redemptions  and benefits.  These reserves are adjusted daily for
the net  investment  income  and net  realized  gains  (losses)  and  unrealized
appreciation (depreciation) on investments.

(3)  Purchases and Sales of Investments in Portfolio Shares

     The aggregate  cost of purchases of  investments  in portfolio  shares were
$110,554,029  for the period February 12, 1998,  through  December 31, 1998. The
aggregate   proceeds  from  sales  of  investments  in  portfolio   shares  were
$14,871,886 for the period February 12, 1998, through December 31, 1998.

(4)  Deductions and Expenses

     Although periodic  retirement payments to contract owners vary according to
the investment performance of the portfolios,  such payments are not affected by
mortality or expense  experience  because the Company  assumes the mortality and
expense risks under the contracts.

     The  mortality  risk  assumed by the Company  results from the life annuity
payment  option in the  contracts  in which the Company  agrees to make  annuity
payments regardless of how long a particular annuitant or other payee lives. The
annuity  payments  are  determined  in  accordance  with annuity  purchase  rate
provisions  established  at the  time the  contracts  are  issued.  Based on the
actuarial  determination of expected mortality,  the Company is required to fund
any deficiency in the annuity payment reserves from its general account assets.

     The expense risk assumed by the Company is the risk that the deductions for
sales and  administrative  expenses may prove  insufficient  to cover the actual
sales and administrative  expenses.  The Company deducts daily from the Variable
Account a fee,  which is equal on an annual  basis to 1.25  percent of the daily
value of the  total  investments  of the  Variable  Account,  for  assuming  the
mortality and expense  risks.  These fees were $378,316 for the period  February
12, 1998, through December 31, 1998.

     Pursuant  to an  agreement  between  the  Variable  Account and the Company
(which may be terminated by the Company at any time), the Company provides sales
and administrative  services to the Variable Account, as well as a minimum death
benefit  prior  to  retirement  for the  contracts.  The  Company  may  deduct a
percentage of amounts surrendered to cover sales expenses. The percentage varies
up to 7.00 percent based upon the number of years the contract has been held. In
addition,  the Company deducts units from individual contracts annually and upon
full surrender to cover an  administrative  fee of $30,  unless the value of the
contract is $50,000 or greater.  This fee is  recorded  as a  redemption  in the
accompanying  Statement  of  Changes  of Net  Assets.  There  were no sales  and
administrative  charges for the period February 12, 1998,  through  December 31,
1998.  The Company also deducts daily from the Variable  Account a fee, which is
equal on an  annual  basis  to 0.15  percent  of the  daily  value of the  total
investments of the Variable Account, for administrative expenses. These expenses
were $45,397 for the period February 12, 1998, through December 31, 1998.

     The MVA account is subject to a market value  adjustment if the amounts are
withdrawn  prior to the end of the guarantee  period (with certain  exceptions).
The adjustment can be positive or negative  depending on the changes in the U.S.
Treasury  rates during the holding  period of the MVA contract.  The  adjustment
charge for the period February 12, 1998, through December 31, 1998, was $527.

(5)  Other Transactions With Affiliates

     Conseco Equity Sales,  Inc., an affiliate of the Company,  is the principal
underwriter  and performs all variable  annuity sales functions on behalf of the
Company  through  various  retail  broker/dealers  including  Conseco  Financial
Services, Inc., an affiliate of the Company.

(6)  Net Assets

   Net assets consisted of the following at December 31, 1998:
================================================================================
Proceeds from the sales of units since organization,
   less cost of units redeemed ...............................    $  95,025,071
Undistributed net investment income ..........................          664,713
Undistributed net realized losses on sales of investments ....         (516,677)
Net unrealized appreciation of investments ...................        7,646,351
- --------------------------------------------------------------------------------
     Net assets ..............................................    $ 102,819,458
================================================================================


6
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS
================================================================================
To The Board of Directors of Conseco Variable
Insurance Company and Contract Owners of
Great American Reserve Variable Annuity
Account F

     In our opinion,  the  accompanying  statement of assets and liabilities and
the  related  statements  of  operations  and of changes  in net assets  present
fairly, in all material  respects,  the financial position of the Great American
Reserve Variable Annuity Account F (the "Account") at December 31, 1998, and the
results of its  operations  and the  changes in its net  assets  from  inception
(February 12, 1998) through  December 31, 1998,  in  conformity  with  generally
accepted   accounting   principles.   These   financial   statements   are   the
responsibility of the Account's management;  our responsibility is to express an
opinion on these financial statements based on our audit. We conducted our audit
of these  financial  statements in accordance with generally  accepted  auditing
standards which require that we plan and perform the audit to obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audit,  which included  confirmation  of portfolio  shares owned at December 31,
1998 by correspondence with the custodians,  provides a reasonable basis for the
opinion expressed above.


/s/ PricewaterhouseCoopers LLP
Indianapolis, Indiana
February 10, 1999>>



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