<PAGE>
<PAGE> 1
As filed with the Securities and Exchange Commission
on March 3, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
CONSECO, INC.
(Exact name of registrant as specified in its charter)
Indiana 35-1468632
(State of Incorporation) (I.R.S. Employer
Identification No.)
11825 N. Pennsylvania Street, Carmel, Indiana 46032
(Address of Principal Executive Offices) (Zip Code)
ConsecoSave Plan
(Full title of the plan)
Stephen C. Hilbert
11825 N. Pennsylvania Street
Carmel, Indiana 46032
(Name and address of agent for service)
(317) 817-6100
(Telephone number, including area code, of agent for service)
With a copy to:
Lawrence W. Inlow, Esq.
Conseco, Inc.
11825 N. Pennsylvania Street
Carmel, Indiana 46032
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate
Title of Securities to be Price Offering Amount of
to be Registered Registered Per Share Price Registration Fee
___________________ __________ _________ _____ ________________
<S> <C> <C> <C> <C>
Common stock, no par value 250,000 shares (1) $34.50 (2) $8,625,000 (2) $2,974
Interests in ConsecoSave Plan (3) (4) (4) (4)
<FN>
(1) Subject to increase (or decrease) in accordance with Rule
416 of Regulation C to reflect a merger, consolidation,
reorganization, recapitalization, stock dividend, stock
split or other change in the corporate structure of the
Registrant which results in a change in the number of shares
issuable pursuant to outstanding awards under the Plan.
(2) Estimated solely for the purpose of calculating the
registration fee pursuant to Rules 457(c) and 457(h) of
Regulation C, on the basis of the average of the high and
low prices of the shares of common stock of the Registrant
on February 24, 1995.
(3) Pursuant to Rule 416(c) of Regulation C, there are hereby
registered on this Registration Statement an indeterminate
amount of interests in the Plan.
(4) Pursuant to Rule 457(h)(2) of Regulation C, no separate fee
is required with respect to interests in the Plan.
/TABLE
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<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The Registrant hereby incorporates by reference the entire
contents of the Registration Statement on Form S-8, Registration
No. 33-58710.<PAGE>
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Carmel, State of Indiana, on the 2nd day of March, 1995.
CONSECO, INC.
By: /S/Stephen C. Hilbert
______________________
Stephen C. Hilbert
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signatures Title (Capacity) Date
__________ ________________ ____
<S> <C> <C>
/S/Stephen C. Hilbert Chairman of the March 2, 1995
______________________ Board, President
Stephen C. Hilbert Chief Executive
Officer and Director
(Principal Executive
Officer)
/S/Rollin M. Dick Executive Vice March 2, 1995
______________________ President, Chief
Rollin M. Dick Financial Officer and
Director(Principal
Financial Officer and
Principal Accounting
Officer)
/S/Michael G. Browning Director March 2, 1995
______________________
Michael G. Browning
______________________ Director March 2, 1995
Ngaire E. Cuneo
/S/Louis P. Ferrero Director March 2, 1995
______________________
Louis P. Ferrero
/S/Donald F. Gongaware Director March 2, 1995
______________________
Donald F. Gongaware
/S/M. Phil Hathaway Director March 2, 1995
______________________
M. Phil Hathaway
/S/James D. Massey Director March 2, 1995
______________________
James D. Massey
/S/Dennis E. Murray, Sr. Director March 2, 1995
______________________
Dennis E. Murray, Sr.
</TABLE>
<PAGE> 4
The Plan.
Pursuant to the requirements of the Securities Act of 1933,
the Plan has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the
City of Carmel, State of Indiana, on March 2, 1995.
ConsecoSave Plan
By:/S/Rollin M. Dick
_______________________
Rollin M. Dick, Trustee
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<PAGE> 5
EXHIBITS
Exhibit No.
5(a) Opinion of Counsel re: legality
5(b) Opinion of Counsel re: ERISA matters*
23(a) Consent of Counsel [See Exhibit 5(a)]
23(b) Consent of Independent Accountants
99(a) ConsecoSave Plan dated as of January 1, 1993 was
filed with the Commissioner as Exhibit 10.8.2 to
the Registrant's Annual Report on Form 10-K for
1992, and is incorporated herein by this reference.
* In lieu of an opinion of counsel concerning compliance with
the requirements of ERISA or any Internal Revenue Service
determination letter that the Plan is qualified under Section
401 of the Internal Revenue Code, the Registrant has submitted
the Plan and will submit any amendments thereto to the
Internal Revenue Service in a timely manner and will make all
changes required by the Internal Revenue Service in order to
qualify the Plan.
<PAGE> 1
March 2, 1995
Board of Directors
Conseco, Inc.
11825 N. Pennsylvania Street
Carmel, Indiana 46032
Re: Conseco, Inc.
Registration Statement on Form S-8
ConsecoSave Plan
Gentlemen and Madam:
I am Executive Vice President and General Counsel for Conseco,
Inc., an Indiana corporation (the "Company"), and in such capacity,
I exercise general supervision over the Company's legal affairs.
I and lawyers over whom I exercise general supervision have acted
as counsel to the Company in connection with the registration of
shares of common stock, no par value, of the Company to be issued
in connection with the Conseco, Inc. ConsecoSave Plan (the "Plan").
In connection with our representation, we have examined the
corporate records of the Company, including its Amended and
Restated Articles of Incorporation, as amended, By-Laws and other
corporate records and documents and have made such other
examinations as we consider necessary to render this opinion.
Based upon the foregoing, I am of the opinion that:
1. The Company is a corporation duly organized
and validly existing under the laws of the
State of Indiana.
2. The Plan and the shares of common stock covered by
the Plan have been duly authorized by all requisite
corporate action.
3. With respect to the authorized but unissued shares
of common stock covered by the Plan, such shares,
when issued in accordance with the terms and
provisions for their issuance, will be legally
issued, fully paid and non-assessable.
I consent to the filing of this opinion as an exhibit to the
registration statement referred to above and to all references to
me in such registration statement.
Very truly yours,
/s/Lawrence W. Inlow
_____________________
Lawrence W. Inlow
Executive Vice President,
Secretary and General Counsel
<PAGE> 1
EXHIBIT 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-8 of the shares of common stock of Conseco,
Inc., covered by the ConsecoSave Plan, of our reports dated March
24, 1994, on our audits of the consolidated financial statements
and financial statement schedules of Conseco, Inc. and
Subsidiaries, which reports are included in the Annual Report on
Form 10-K of Conseco, Inc. for the year ended December 31, 1993.
COOPERS & LYBRAND L.L.P.
Indianapolis, Indiana
March 3, 1995
