<PAGE> 1
SUPPLEMENT TO PROXY STATEMENT/PROSPECTUS
OF CAPITOL AMERICAN FINANCIAL CORPORATION AND CONSECO, INC.
DATED OCTOBER 17, 1996
The following amends information relating to the number of shares of
common stock of the Company reported to be owned by Barry J. Hershey in the
Proxy Statement/Prospectus of Capitol American Financial Corporation and
Conseco, Inc. dated October 17, 1996 under the captions and beginning at the
pages indicated below, to which reference should be made.
"SUMMARY--CAF SHAREHOLDER MEETING--CERTAIN VOTING INFORMATION" (PAGE 3)
The third sentence should be amended in its entirety to read as
follows:
As of the CAF Record Date, Barry J. Hershey and Connie Hershey
were entitled to vote 7,754,003 shares of CAF Common Stock, or
approximately 44.3 percent of the number of shares of CAF
Common Stock outstanding and entitled to vote on such date.
"SUMMARY--THE MERGER; THE MERGER AGREEMENT--SHAREHOLDERS AGREEMENT" (PAGE 9)
The second sentence should be amended in its entirety to read as
follows:
As of the CAF Record Date, Barry J. Hershey and Connie Hershey
were entitled to vote 7,754,003 shares of CAF Common Stock, or
approximately 44.3 percent of the number of shares of CAF
Common Stock outstanding and entitled to vote on such date.
"CAF SHAREHOLDER MEETING--VOTING AT THE CAF SPECIAL MEETING; RECORD DATE;
QUORUM" (PAGE 28)
The second sentence of the third paragraph should be amended in its
entirety to read as follows:
As of such date, Barry J. Hershey and Connie Hershey were
entitled to vote 7,754,003 shares of CAF Common Stock, or
approximately 44.3 percent of the number of shares of CAF
Common Stock outstanding and entitled to vote as of such date.
In addition, Barry J. Hershey's beneficial ownership as set forth in the table
immediately following the third paragraph should be amended as follows:
<TABLE>
<CAPTION>
Number of Percent of
Shares Class
------- -----
<S> <C> <C>
Barry J. Hershey(3) . . . . . . . . 5,868,943 33.5
</TABLE>
_________________
(3) Includes 1,310,371 shares of CAF Common Stock with respect
to which Barry J. Hershey exercises shared voting power.
Excludes 1,885,060 additional shares of CAF Common Stock
beneficially owned by Connie Hershey, Barry J. Hershey's wife.
If you have already marked your proxy card and wish to change your
vote, please call Theresa Casey of the Company at (216) 696-6400 and a new
proxy card will be furnished to you promptly. Should you have any questions or
require an additional copy of the Proxy Statement/Prospectus, please call Linda
M. Margolin, Director of Investor Relations, at (216) 696-6400.
October 30, 1996
