GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT C
497, 1997-05-09
Previous: DEL TACO RESTAURANT PROPERTIES III, 10-Q, 1997-05-09
Next: GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT C, 497, 1997-05-09






                                     PART A


<PAGE>

                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------

                GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT C

                 INDIVIDUAL VARIABLE DEFERRED ANNUITY CONTRACTS


                                   OFFERED BY
                    GREAT AMERICAN RESERVE INSURANCE COMPANY
                             ADMINISTRATIVE OFFICE:
                 11815 N. PENNSYLVANIA STREET, CARMEL, IN 46032
                                 (317) 817-3700


    The  Individual   Variable  Deferred  Annuity  Contracts  (the  "Contracts")
described by this  Prospectus  are offered by Great American  Reserve  Insurance
Company  ("Great  American  Reserve").  The  Contracts  are  designed for use in
retirement planning for individuals.  Both flexible installment purchase payment
and single payment annuity  Contracts are offered by this  Prospectus.  Purchase
Payments received with respect to the Contracts (subject to certain  deductions)
are deposited by Great American Reserve in the Fixed Account and/or the separate
investment  account  entitled Great American  Reserve Variable Annuity Account C
(the "Variable Account") for further investment.


    The  Variable  Account is a unit  investment  trust  separate  account.  The
Variable  Account  consists of 30 sub-accounts  ("Sub-accounts"),  each of which
invests  in shares of the  eligible  open-end  management  investment  companies
("Funds"). The Sub-accounts invest in shares of the following Funds: the Conseco
Series  Trust  Asset  Allocation,   Common  Stock,  Corporate  Bond,  Government
Securities,  and Money  Market  Portfolios;  the  Alger  American  Fund  Growth,
Leveraged  AllCap,  MidCap  Growth,  and Small  Capitalization  Portfolios;  the
American Century Variable  Portfolios,  Inc.  International and Value Funds; the
Berger IPT - 100,  Berger IPT - Growth and  Income,  Berger IPT - Small  Company
Growth,  and  Berger/BIAM  IPT  -  International  Funds;  the  Dreyfus  Socially
Responsible  Growth Fund,  Inc.;  the Dreyfus  Stock Index Fund;  the  Federated
Insurance  Series High Income Bond II,  International  Equity II, and Utility II
Funds; the Janus Aspen Series Aggressive  Growth,  Growth,  and Worldwide Growth
Portfolios;  the Neuberger & Berman Advisers  Management  Trust Limited Maturity
Bond and Partners  Portfolios;  the Strong Variable Insurance Funds, Inc. Growth
Fund II; the Strong Special Fund II; and the Van Eck Worldwide  Insurance  Trust
Worldwide Hard Assets (formerly,  Gold and Natural  Resources),  Worldwide Bond,
and Worldwide Emerging Markets Funds.

Thirteen of these Funds,  including  the Alger  American  Fund Growth and MidCap
Growth Portfolios; the American Century Variable Portfolios,  Inc. International
and Value  Funds;  the Berger  Institutional  Products  Trust  Berger IPT - 100,
Berger  IPT -  Growth  and  Income,  Berger  IPT -  Small  Company  Growth,  and
Berger/BIAM  IPT  -  International   Funds;  the  Neuberger  &  Berman  Advisers
Management  Trust  Limited  Maturity  Bond and Partners  Portfolios;  the Strong
Special Fund II; the Strong Variable  Insurance Funds,  Inc. Growth Fund II; and
the Van Eck Worldwide  Insurance Trust Worldwide  Emerging  Markets Fund will be
available on May 1, 1997. The  availability  of such Funds may be delayed beyond
May 1, 1997, pending receipt of state approvals.  Before investing in any of the
Sub-accounts, carefully review the prospectuses of the eligible Funds.

    This Prospectus contains information regarding the Contracts which investors
should  know  before  investing.  It  should  be read and  retained  for  future
reference.  A Statement of Additional Information about the Variable Account has
been filed with the Securities and Exchange  Commission ("SEC") and is available
without  charge upon  request.  To obtain a free copy,  contact  Great  American
Reserve at the address or telephone number given above. The Table of Contents of
the Statement of Additional  Information  appears in this Prospectus on page 45.
The Statement of Additional  Information is incorporated herein by reference and
dated May 1, 1997.


THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Investors should read and retain this Prospectus for future
reference.


The date of this Prospectus is May 1, 1997.
                                                                               1



<PAGE>

                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------

TABLE OF CONTENTS
                                                      PAGE
Definitions..............................................4
Summary..................................................5
Condensed Financial Information.........................12
Great American Reserve, Variable Account,
and the Investment Options
     A. Great American Reserve..........................17
     B. Variable Account ...............................17
     C. Investment Options .............................18
The Contracts
     A. Accumulation Provisions
        PURCHASE PAYMENTS...............................20
        ACCUMULATION UNITS..............................21
        ALLOCATION OF PURCHASE
           PAYMENTS AND TRANSFERS.......................21
        DOLLAR COST AVERAGING...........................22
        REBALANCING.....................................22
        SWEEPS..........................................22
        VALUE OF AN INDIVIDUAL ACCOUNT..................22
        NET INVESTMENT FACTOR FOR EACH
           VALUATION PERIOD.............................22
        INFORMATION ON THE FIXED ACCOUNT................23
        WITHDRAWALS.....................................23
        SYSTEMATIC WITHDRAWAL PLAN......................24
        CHECK WRITING...................................24
        LOANS...........................................25
        Contract Charges
           PREMIUM TAXES................................25
           ADMINISTRATIVE CHARGE........................25
           MORTALITY AND EXPENSE RISK CHARGE............25
           WITHDRAWAL CHARGE............................26
           EXPENSE GUARANTEE AGREEMENT..................27
           OTHER CHARGES................................27
        DEATH BENEFITS..................................28
        RESTRICTIONS UNDER OPTIONAL
           RETIREMENT PROGRAMS..........................28
        RESTRICTIONS UNDER SECTION 403(B)
           PLANS........................................28
     B. Annuity Provisions
         ELECTING THE ANNUITY PERIOD
              AND FORM OF ANNUITY.......................28
         ANNUITY OPTIONS................................29
         DETERMINATION OF AMOUNT OF THE
         FIRST MONTHLY VARIABLE ANNUITY
              PAYMENT...................................30
         VALUE OF AN ANNUITY UNIT.......................31
         AMOUNTS OF SUBSEQUENT
              MONTHLY VARIABLE ANNUITY
              PAYMENTS..................................31
         TRANSFERS DURING THE ANNUITY PERIOD............32
         DEATH BENEFIT DURING THE ANNUITY
              PERIOD....................................32
     C.  Other Contract Provisions
         TYPE OF CONTRACT...............................32
         COMPANY APPROVAL...............................32
         TEN-DAY RIGHT TO REVIEW........................32
         ASSIGNMENT.....................................32
Federal Tax Matters
     A.  General........................................33
     B.  Status of Annuity Contracts....................33
              NON-QUALIFIED CONTRACTS...................33
              QUALIFIED CONTRACTS.......................35
     C.  Taxation of Distributions......................36
     D.  Other Considerations...........................37
Voting Rights...........................................38
General Matters
     PERFORMANCE INFORMATION............................38
     DISTRIBUTION OF CONTRACTS..........................38
     CONTRACT OWNER INQUIRIES...........................39
     LEGAL PROCEEDINGS..................................39
     OTHER INFORMATION..................................39
Table of Contents of the Statement of
     Additional Information.............................39

                                                                               2

<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------

DEFINITIONS

    ACCUMULATION PERIOD: The period before the commencement of annuity payments,
during which  purchase  payments are  accumulated  for payment of future annuity
benefits.

    ACCUMULATION  UNIT:  An  accounting  unit of measure used to  calculate  the
values during the accumulation period.

    AMOUNT  REDEEMED:  The total value of the  accumulation  units canceled upon
partial or full withdrawal during the accumulation period.

    ANNUITANT: The named individual who receives annuity payments.

    ANNUITY: A series of payments for life; or for life with a minimum number of
payments certain; or for the joint lifetime of the annuitant and a second person
and thereafter during the remaining  lifetime of the survivor;  or for a certain
period; or for a certain payment amount.

    ANNUITY PERIOD: The period following the commen- cement of annuity payments.

    ANNUITY UNIT: An accounting  unit of measure used to calculate the amount of
annuity payments.


    CONTRACT OWNER: The individual, corporation, trust, association, partnership
or other entity entitled to all of the ownership rights under the contract. Also
referred to as "you" or "your."


    CONTRACT VALUE:  The total of your individual  account values held under the
contract  in each  investment  option  of the  variable  account  plus the fixed
account.

    FIXED ACCOUNT:  The general  account of Great American  Reserve in which you
may choose to  allocate  purchase  payments  and  contract  values.  It provides
guaranteed values and periodically adjusted interest rates.

    GREAT AMERICAN  RESERVE:  Great American  Reserve  Insurance  Company.  Also
referred to as "we" or "us".

    GREAT  AMERICAN  RESERVE  VARIABLE  ANNUITY  ACCOUNT C  (VARIABLE  ACCOUNT):
Pursuant to the insurance  laws of Texas,  assets  attributable  to the variable
portions of contracts are segregated from other assets of Great American Reserve
and are held in the Great American Reserve Variable Annuity Account C.

    INDIVIDUAL  ACCOUNT:  The record established by Great American Reserve which
represents  a contract  owner's  interest  in an  investment  option  during the
accumulation period.

    INVESTMENT OPTIONS: The investment choices avail- able to contract owners.

    PARTICIPANT:  Any eligible  person  participating  in a plan and for whom an
individual account is established under a contract.

    PLAN: A voluntary  program of an employer  which  qualifies  for special tax
treatment.

    PURCHASE PAYMENTS: Premium payments made to Great American Reserve under the
terms of the contract.

    REDEMPTION PAYMENT: The amount paid upon a withdrawal request,  equal to the
amount  redeemed less any applicable  withdrawal  charge and any  administrative
fee.

    VALUATION PERIOD: The period of time from the end of one business day of the
New York Stock  Exchange  to the end of the next such day or to the same time on
any day in which there are sufficient  purchases or redemptions in  accumulation
units  that the  current  net asset  value of those  units  might be  materially
affected by changes in the value of the portfolio securities.

    VARIABLE ANNUITY:  An annuity which provides  retirement payments which vary
in dollar amount with investment results.

                                                                               3

<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------

SUMMARY

     THE CONTRACTS.  The Contracts  offered by this Prospectus are  tax-deferred
flexible purchase payment variable annuity contracts.  The Contracts provide for
the  accumulation  of contract  values and the payment of annuity  benefits on a
variable and/or fixed basis.  Except as specifically  noted herein and set forth
under the caption  "Information on the Fixed Account," this Prospectus describes
only the variable  portion of the  Contracts.  The Contracts may be available in
several states only through certain group retirement plans in those states.

     RETIREMENT  PLANS. The Contracts may be issued pursuant to plans qualifying
for special income tax treatment  under the Internal  Revenue Code (the "Code"),
such as pension and profit  sharing  plans,  tax-sheltered  annuities  ("TSAs"),
individual  retirement  annuities  ("IRAs"),  and  state  and  local  government
deferred compensation plans (see "Qualified Contracts").


     PURCHASE  PAYMENTS.  The Contracts permit Purchase Payments to be made on a
flexible purchase payment basis. The minimum initial payment for  single-premium
contracts  is $10,000 and for  flexible-premium  contracts  is $10, and for each
subsequent payment is $10 per month.  Purchase Payments may be made at any time,
except that if a Purchase  Payment  exceeds  $500,000,  it will be accepted only
with the prior approval of Great American Reserve (see "Purchase Payments").



     INVESTMENT  OPTIONS.  Purchase  Payments  may  be  allocated  among  the 31
investment options available under the Contracts: 30 variable investment options
and one  fixed  option.  The 30  variable  investment  options  consist  of Sub-
accounts which invest in shares of the following Funds: the Conseco Series Trust
Asset Allocation, Common Stock, Corporate Bond, Government Securities, and Money
Market  Portfolios;  the Alger American Fund Growth,  Leveraged  AllCap,  MidCap
Growth,  and Small  Capitalization  Portfolios;  the American  Century  Variable
Portfolios, Inc. International and Value Funds; the Berger IPT - 100, Berger IPT
- - Growth and  Income,  Berger IPT Small  Company  Growth,  and  Berger/BIAM  IPT
International  Funds;  the Dreyfus Socially  Responsible  Growth Fund, Inc.; the
Dreyfus Stock Index Fund;  the Federated  Insurance  Series High Income Bond II,
International Equity II, and Utility II Funds; the Janus Aspen Series Aggressive
Growth, Growth, and Worldwide Growth Portfolios; the Neuberger & Berman Advisers
Management  Trust  Limited  Maturity  Bond and Partners  Portfolios;  the Strong
Variable  Insurance Funds,  Inc. Growth Fund II; the Strong Special Fund II; and
the Van Eck Worldwide Insurance Trust Worldwide Hard Assets (formerly,  Gold and
Natural  Resources),  Worldwide Bond, and Worldwide  Emerging Markets Funds (see
the  accompanying  prospectuses  of the  eligible  Funds).  The  portion  of the
Contract Value in the Variable  Account will reflect the investment  performance
of the investment options selected (see "Variable  Account").  Purchase Payments
may also be  allocated  to the  Fixed  Account  (see  "Information  on the Fixed
Account"). Subject to certain regulatory limitations, Great American Reserve may
elect to add, subtract or substitute investment options.


     TRANSFERS. During the Accumulation Period, amounts may be transferred among
the Variable Account investment options and from the Variable Account investment
options to the Fixed Account  investment  option  without  charge.  In addition,
amounts  may be  transferred  from the Fixed  Account  investment  option to the
Variable  Account  investment  options,  subject to a limit of 20 percent of the
Fixed  Account  value per any six-month  period (see  "Information  on the Fixed
Account").  During the Annuity Period, transfers are not permitted from variable
annuity  options  to fixed  annuity  options or from  fixed  annuity  options to
variable annuity options.  Great American Reserve may impose certain  additional
limitations  on transfers (see  "Allocation of Purchase  Payments and Transfers"
and "Transfers During the Annuity Period"). Transfer privileges may also be used
under special  services offered by Great American Reserve to dollar cost average
an investment in the contract (see "Dollar Cost  Averaging"),  transfer  savings
from the Fixed Account to another investment option (see "Sweeps"), or rebalance
investments on a periodic basis (see "Rebalancing").

     WITHDRAWALS.  The participant may withdraw all or a portion of the Contract
Value.  A  withdrawal  charge  and an  administrative  fee may be  imposed  (see
"Withdrawal  Charge").  A  withdrawal  may also be subject to a penalty tax (see
"Federal Tax Matters").  Withdrawal privileges may also be exercised pursuant to
Great American Reserve's systematic withdrawal plan (see "Systematic  Withdrawal
Plan") and check writing privilege (see "Check Writing").

                                                                               4

<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------

    LOANS.  The contract may contain a loan provision in connection with certain
qualified plans.  Owners of such contracts may be eligible to obtain loans using
the contract as the only security for the loan (see "Loans").

    DEATH  BENEFIT.  Generally,  if the Annuitant  dies during the  Accumulation
Period,  Great American  Reserve will pay to the  beneficiary  the death benefit
less any outstanding loans (see "Death Benefit").

    ANNUITY  PAYMENTS.  Great  American  Reserve  offers a variety  of fixed and
variable  annuity  options.  Periodic  annuity  payments  will begin  during the
Annuity Period. The Contract Owner selects the date when annuity payments begin,
frequency of payment and annuity option (see "Annuity Provisions").

    TEN-DAY  REVIEW.  Within 10 days of receipt of a Contract,  a Contract Owner
may cancel the Contract by returning it to Great American  Reserve (see "Ten-Day
Right to Review").

    CHARGES AND  DEDUCTIONS.  The  following  table and examples are designed to
assist  Contract  Owners in  understanding  the various  expenses  that Contract
Owners bear directly and indirectly. The table reflects expenses of the Variable
Account and the underlying  Portfolios.  The items listed under  "Contract Owner
Transaction  Expenses" and "Annual Expenses of Variable  Account" are completely
described in this  Prospectus (see "Contract  Charges").  The items listed under
"Annual  Fund  Expenses  After  Reimbursement"  are  described  in detail in the
prospectuses of the eligible Funds to which reference should be made.


                                                                               5

<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                 FLEXIBLE-PREMIUM                 SINGLE-PREMIUM
                                                                                 PAYMENT CONTRACT               PAYMENT CONTRACT
================================================================================================================================
<S>     <C>                                                                                <C>                        <C>  
Contract Owner Transaction Expenses (1)
     Sales Load Imposed on Purchases.........................................................None                      None
     Deferred Sales Load (as a percentage of amount redeemed) (2)
   CONTRACT YEAR
        1...................................................................................8.00%                     7.00%
        2...................................................................................7.00%                     6.00%
        3...................................................................................6.00%                     5.00%
        4...................................................................................5.00%                     4.00%
        5...................................................................................4.00%                     3.00%
        6...................................................................................3.00%                     0.00%
        7...................................................................................2.00%                     0.00%
        8...................................................................................1.00%                     0.00%
        Thereafter..........................................................................0.00%                     0.00%
     Surrender Fees..........................................................................None                      None
     Exchange Fee............................................................................None                      None
     Annual Contract Fee ....................................................................$ 20                      $ 25
Annual Expenses of Variable Account (as a percentage of average net assets)
     Mortality and Expense Risk Fees .......................................................1.00%                     1.00%
     Other Expenses .........................................................................None                      None
Total Annual Expenses of Variable Account (3) ..............................................1.00%                     1.00%
================================================================================================================================
</TABLE>

(1)  Premium  taxes are not shown.  Any premium  tax due will be  deducted  from
     Purchase  Payments  or  from  Individual  Account  values  at  the  annuity
     commencement  date or at such other  time as the tax  becomes  due,  unless
     assessed  by  the  applicable   jurisdiction  when  Purchase  Payments  are
     received; in such event, the taxes will be deducted from Purchase Payments.
     The current range of premium taxes in  jurisdictions in which the Contracts
     are made available is from 0 percent to 3.5 percent.

(2)  Ten percent of the total  accumulation of a flexible  installment  purchase
     payment  contract may be redeemed  without payment of a deferred sales load
     but no more than one  redemption  (withdrawal)  may be made in any calendar
     year.  Ten percent of the stipulated  payment of a single payment  contract
     may be  withdrawn  without  payment  of a  deferred  sales  load  each year
     beginning with the second contract year (see "Withdrawal Charges").

(3)  Great  American   Reserve  has  guaranteed  the  total  of  the  investment
     management  fees charged  against  Conseco  Series  Trust's  Common  Stock,
     Corporate  Bond and Money Market  Portfolios  whose shares are purchased by
     the Variable Account,  plus the mortality and expense risk imposed upon the
     assets of the  corresponding  Sub-accounts of the Variable Account will not
     exceed an amount that is equal to the total amount of the same charges that
     would  have  been  imposed  under the  Contracts  had the  Combination  not
     occurred (see "Expense Guarantee Agreement").

                                                                               6
<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------

ANNUAL FUND EXPENSES AFTER REIMBURSEMENT (1)
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>

   
                                                                              MANAGEMENT               OTHER                TOTAL
                                                                                    FEES            EXPENSES             EXPENSES
====================================================================================================================================
<S>                            <C>                                                  <C>                 <C>                 <C> 

CONSECO SERIES TRUST
    Asset Allocation Portfolio (2).....................................             .55%                .20%                .75%(3)
    Common Stock Portfolio (2).........................................             .60%                .20%                .80%(3)
    Corporate Bond Portfolio...........................................             .50%                .20%                .70%(3)
    Government Securities Portfolio....................................             .50%                .20%                .70%(3)
    Money Market Portfolio (2).........................................             .25%                .20%                .45%(3)
THE ALGER AMERICAN FUND
    Alger American Growth Portfolio....................................             .75%                .04%                .79%
    Alger American Leveraged AllCap Portfolio..........................             .85%                .24%(4)            1.09%
    Alger American MidCap Growth Portfolio.............................             .80%                .04%                .84%
    Alger American Small Capitalization Portfolio......................             .85%                .03%                .88%
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
    International Fund.................................................            1.50%                0.0%               1.50%
    Value Fund.........................................................            1.00%                0.0%               1.00%
Berger Institutional Products Trust
    Berger IPT -100 Fund (5)...........................................             .00%               1.00%               1.00%
    Berger IPT - Growth and Income Fund (5)............................             .00%               1.00%               1.00%
    Berger IPT - Small Company Growth Fund (5).........................             .00%               1.15%               1.15%
    Berger/BIAM IPT - International Fund (6)...........................             .00%               1.20%               1.20%
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC......................             .75%                .24%                .99%(7)
DREYFUS STOCK INDEX FUND...............................................            .245%               .055%                .30%(8)
FEDERATED INSURANCE SERIES
    Federated High Income Bond Fund II.................................             .01%                .79%                .80%(9)
    Federated International Equity Fund II.............................             .00%               1.25%               1.25%(9)
    Federated Utility Fund II..........................................             .24%                .61%                .85%(9)
JANUS ASPEN SERIES
    Aggressive Growth Portfolio........................................             .72%                .04%               .76%(10)
    Growth Portfolio...................................................             .65%                .04%               .69%(10)
    Worldwide Growth Portfolio.........................................             .66%                .14%               .80%(10)
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST (11) 
    Limited Maturity Bond Portfolio....................................             .65%                .13%               .78%
    Partners Portfolio.................................................             .84%                .11%               .95%
STRONG SPECIAL FUND II.................................................            1.00%                .17%              1.17%
STRONG VARIABLE INSURANCE FUNDS, INC.
    Growth Fund II.....................................................            1.00%               1.00%              2.00%
VAN ECK WORLDWIDE INSURANCE TRUST
    Worldwide Hard Assets
     Fund (formerly, Gold and Natural Resources Fund)..................            1.00%                .23%              1.23%
    Worldwide Bond Fund................................................            1.00%                .16%              1.16%
    Worldwide Emerging Markets Fund....................................            1.00%                .50%              1.50%(12)
 ===================================================================================================================================
    

</TABLE>


(1)  The Fund expenses shown above are assessed at the underlying Fund level and
     are not direct charges against  separate  account assets or reductions from
     Contract  Values.  These  Fund  expenses  are taken into  consideration  in
     computing  each  Fund's net asset  value,  which is the share price used to
     calculate the Variable Account's unit value.

(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 have  totaled:  0.65
     percent  for Asset  Allocation;  0.65  percent for Common  Stock;  and 0.50
     percent for Money Market.


(3)  Conseco  Capital  Management,  Inc., the investment  adviser of the 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,  so long as such  reimbursement
     would not result in a  Portfolio's  inability  to  qualify  as a  regulated
     investment company under the Code: 0.75 percent for Asset Allocation;  0.80
     percent for Common Stock;  0.70 percent for Corporate  Bond and  Government
     Securities;  and 0.45 percent for Money Market. The total percentage in the
     above   table  is  after   reimbursement.   In  the   absence   of  expense
     reimbursement, the total fees and expenses in 1996 would have totaled: 0.95
     percent for Asset  Allocation;  0.81 percent for Common Stock; 0.77 percent
     for Corporate Bond; 0.91 percent for  Government Securities;   0.58 percent
     for Money Market.



                                                                               7
<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------


(4)  The Alger American  Leveraged AllCap  Portfolio  "Other Expenses"  includes
     0.3 percent  of interest expense. 

(5)  Berger Associates, the Fund's investment adviser, has voluntarily agreed to
     waive  its  advisory  fee and  has  voluntarily  reimbursed  the  Fund  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%, and the normal  operating  expenses in any fiscal year of the Berger
     IPT - Small Company  Growth Fund exceed  1.15%,  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 and the Berger IPT - Small Company  Growth Fund would have been
     0.75%, 0.75% and 0.90%,  respectively,  and their Total Expenses would have
     been 7.69%, 7.70% and 8.57%, respectively.

(6)  Based  on  estimated  expenses  for the  first  year of  operations  of the
     Berger/BIAM  IPT -  International  Fund,  after  fee  waivers  and  expense
     reimbursements.  Berger  Associates,  the Fund's  investment  adviser,  has
     voluntarily  agreed to waive its  advisory  fee and expects to  voluntarily
     reimburse  the Fund 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 the Berger/BIAM IPT - International Fund exceed 1.20%, of the
     Fund's  average  daily  net  assets.   Absent  the  voluntary   waiver  and
     reimbursement,  the Management Fee for the  Berger/BIAM IPT - International
     Fund would be 0.90%, and its Total Expenses would be estimated to be 8.96%.

(7)  In 1996, The Dreyfus  Corporation  waived .03% of its  management  fee. The
     Dreyfus  Corporation  does not intend to waive a portion of its  management
     fee for fiscal year 1997.

(8)  Dreyfus Corporation,  the Fund's investment adviser, has voluntarily agreed
     until such time as it gives  investors 180 days notice to the contrary,  to
     reimburse all or a portion of its advisory fee to the extent that the total
     expenses of the fund (excluding brokerage commissions, transaction fees and
     extraordinary  expenses)  are in  excess  of .40 of 1% of the  value of the
     Fund's average daily net assets.

   
(9)  In the  absence of a voluntary  waiver by  Federated  Advisers,  the Funds'
     investment  adviser,  the Management Fee and Total Expenses would have been
     0.60% and 1.39%,  respectively,  for High  Income Bond and 0.75% and 1.36%,
     respectively,  for Utility. 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 Expenses for International
     Equity would have been 1.00% and 4.30%, respectively.
    

(10) 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
     1996 would have totaled: 0.83% for Aggressive Growth; 0.83% for Growth; and
     0.91% for Worldwide Growth.

(11) Neubeger & 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 aggregate 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.

(12) Expenses for Worldwide  Emerging Markets Fund are being voluntarily  capped
     by the Fund's  investment  adviser at 1.50% of average net  assets.  In the
     absence of the investment  adviser's  absorption of these  expenses,  Other
     Expenses and Total Expenses would be 1.64% and 2.64%, respectively.



                      Great American Reserve has guaranteed certain expenses not
     to exceed a total of 1.44 percent on an annual basis of the average  annual
     net assets of the Conseco  Series Trust Common  Stock,  Corporate  Bond and
     Money Market  Portfolios  that is equal to the same charges that would have
     been imposed  under the  Contracts  had the  Combination  not occurred (see
     "Expense Guarantee Agreement").

                                                                               8

<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------

FLEXIBLE PREMIUM PAYMENT CONTRACT

EXAMPLE 1-Assuming  surrender at the end of the periods shown(1):  You would pay
the following expenses on a $1,000 investment,  assuming 5 percent annual return
on assets:
<TABLE>
<CAPTION>

   
                                                                                  1 YEAR      3 YEARS       5 YEARS     10 YEARS
====================================================================================================================================
<S>                                                                                  <C>         <C>           <C>          <C> 

CONSECO SERIES TRUST
    Asset Allocation Portfolio.............................................          $98         $116          $136         $208
    Common Stock Portfolio.................................................           99          117           139          214
    Corporate Bond Portfolio...............................................           98          114           133          203
    Government Securities Portfolio........................................           98          114           133          203
    Money Market Portfolio.................................................           95          107           120          176
THE ALGER AMERICAN FUND
    Alger American Growth Portfolio........................................           98          117           138          212
    Alger American Leveraged AllCap Portfolio..............................          101          126           153          244
    Alger American MidCap Growth Portfolio.................................           99          118           141          218
    Alger American Small Capitalization Portfolio..........................           99          120           143          222
American Century Variable Portfolios, Inc.
    International Fund.....................................................          106          138           174          285
    Value Fund.............................................................          101          123           149          234
BERGER INSTITUTIONAL PRODUCTS TRUST
    Berger IPT - 100 Fund..................................................          101          123           149          234
    Berger IPT - Growth and Income Fund....................................          101          123           149          234
    Berger IPT - Small Company Growth Fund.................................          102          128           156          250
    Berger/BIAM IPT - International Fund...................................          103          129           159          255
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC. ........................          100          123           148          233
DREYFUS STOCK INDEX FUND...................................................           94          102           113          159
FEDERATED INSURANCE SERIES
    Federated High Income Bond Fund II.....................................           99          117           139          214
    Federated International Equity Fund II.................................          103          131           161          260
    Federated Utility Fund II..............................................           99          119           141          219
JANUS ASPEN SERIES
    Aggressive Growth Portfolio............................................           98          116           136          209
    Growth Portfolio.......................................................           97          114           133          202
    Worldwide Growth Portfolio.............................................           99          117           139          214
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
    Limited Maturity Bond Portfolio........................................           98          117           137          211
    Partners Portfolio.....................................................          100          122           146          229
STRONG SPECIAL FUND II.....................................................          102          128           157          252
STRONG VARIABLE INSURANCE FUNDS, INC.
    Growth Fund II.........................................................          111          153           199          333
VAN ECK WORLDWIDE INSURANCE TRUST
    Worldwide Hard Assets Fund (formerly, Gold and Natural Resources Fund).          103          130           160          258
    Worldwide Bond Fund....................................................          102          128           157          251
    Worldwide Emerging Markets Fund........................................          106          138           174          285
====================================================================================================================================
    

</TABLE>



                                                                               9
<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------

FLEXIBLE PREMIUM PAYMENT CONTRACT - CONT.

EXAMPLE 2 - Assuming annuitization at the end of the periods shown(1): You would
pay the following  expenses on a $1,000  investment,  assuming 5 percent  annual
return on assets:
<TABLE>
<CAPTION>

   
                                                                                  1 YEAR      3 YEARS       5 YEARS     10 YEARS
====================================================================================================================================
<S>                                                                                  <C>         <C>           <C>          <C> 

CONSECO SERIES TRUST
    Asset Allocation Portfolio.............................................         $ 98         $116          $ 96         $208
    Common Stock Portfolio.................................................           99          117            99          214
    Corporate Bond Portfolio...............................................           98          114            93          203
    Government Securities Portfolio........................................           98          114            93          203
    Money Market Portfolio.................................................           95          107            80          176
THE ALGER AMERICAN FUND
    Alger American Growth Portfolio........................................           98          117            98          212
    Alger American Leveraged AllCap Portfolio..............................          101          126           113          244
    Alger American MidCap Growth Portfolio.................................           99          118           101          218
    Alger American Small Capitalization Portfolio..........................           99          120           103          222
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
    International Fund.....................................................          106          138           134          285
    Value Fund.............................................................          101          123           109          234
BERGER INSTITUTIONAL PRODUCTS TRUST
    Berger IPT - 100 Fund..................................................          101          123           109          234
    Berger IPT - Growth and Income Fund....................................          101          123           109          234
    Berger IPT - Small Company Growth Fund.................................          102          128           116          250
    Berger/BIAM IPT - International Fund...................................          103          129           119          255
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC. ........................          100          123           108          233
DREYFUS STOCK INDEX FUND...................................................           94          102            73          159
FEDERATED INSURANCE SERIES                                                                                                      
    Federated High Income Bond Fund II.....................................           99          117            99          214
    Federated International Equity Fund II.................................          103          131           121          260
    Federated Utility Fund II..............................................           99          119           101          219
JANUS ASPEN SERIES                                                                                                              
    Aggressive Growth Portfolio............................................           98          116            96          209
    Growth Portfolio.......................................................           97          114            93          202
    Worldwide Growth Portfolio.............................................           99          117            99          214
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST                                                                                    
    Limited Maturity Bond Portfolio........................................           98          117            97          211
    Partners Portfolio.....................................................          100          122           106          229
STRONG SPECIAL FUND II.....................................................          102          128           117          252
STRONG VARIABLE INSURANCE FUNDS, INC.                                                                                           
    Growth Fund II.........................................................          111          153           159          333
VAN ECK WORLDWIDE INSURANCE TRUST                                                                                               
    Worldwide Hard Assets Fund (formerly, Gold and Natural Resources Fund).          103          130           120          258
    Worldwide Bond Fund....................................................          102          128           117          251
    Worldwide Emerging Markets Fund........................................          106          138           134          285
====================================================================================================================================
    

</TABLE>



                                                                              10
<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------

FLEXIBLE PREMIUM PAYMENT CONTRACT - CONT.

EXAMPLE 3 - Assuming the Contract  stays in force through the periods  shown(1):
You would pay the following expenses on a $1,000 investment,  assuming 5 percent
annual return on assets:
<TABLE>
<CAPTION>

   
                                                                                  1 YEAR      3 YEARS       5 YEARS     10 YEARS
====================================================================================================================================
<S>                                                                                  <C>          <C>          <C>          <C> 

CONSECO SERIES TRUST
    Asset Allocation Portfolio.............................................          $18          $56          $ 96         $208
    Common Stock Portfolio.................................................           19           57            99          214
    Corporate Bond Portfolio...............................................           18           54            93          203
    Government Securities Portfolio........................................           18           54            93          203
    Money Market Portfolio.................................................           15           47            80          176
THE ALGER AMERICAN FUND
    Alger American Growth Portfolio........................................           18           57            98          212
    Alger American Leveraged AllCap Portfolio..............................           21           66           113          244
    Alger American MidCap Growth Portfolio.................................           19           58           101          218
    Alger American Small Capitalization Portfolio..........................           19           60           103          222
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
    International Fund.....................................................           26           78           134          285
    Value Fund.............................................................           21           63           109          234
BERGER INSTITUTIONAL PRODUCTS TRUST
    Berger IPT - 100 Fund..................................................           21           63           109          234
    Berger IPT - Growth and Income Fund....................................           21           63           109          234
    Berger IPT - Small Company Growth Fund.................................           22           68           116          250
    Berger/BIAM IPT - International Fund...................................           23           69           119          255
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC. ........................           20           63           108          233
DREYFUS STOCK INDEX FUND...................................................           14           42            73          159
FEDERATED INSURANCE SERIES
    High Yield Bond Fund II................................................           19           57            99          214
    Federated International Equity Fund II.................................           23           71           121          260
    Federated Utility Fund II..............................................           19           59           101          219
 JANUS ASPEN SERIES
    Aggressive Growth Portfolio............................................           18           56            96          209
    Growth Portfolio.......................................................           17           54            93          202
    Worldwide Growth Portfolio.............................................           19           57            99          214
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
    Limited Maturity Bond Portfolio........................................           18           57            97          211
    Partners Portfolio.....................................................           20           62           106          229
STRONG SPECIAL FUND II.....................................................           22           68           117          252
STRONG VARIABLE INSURANCE FUNDS, INC.
    Growth Fund II.........................................................           31           93           159          333
VAN ECK WORLDWIDE INSURANCE TRUST
    Worldwide Hard Assets Fund (formerly, Gold and Natural Resources Fund).           23           70           120          258
    Worldwide Bond Fund....................................................           22           68           117          251
    Worldwide Emerging Markets Fund........................................           26           78           134          285
====================================================================================================================================
    

</TABLE>


PLEASE  REMEMBER THAT THE EXAMPLES SHOULD NOT BE CONSIDERED A  REPRESENTATION OF
PAST OR FUTURE  EXPENSES  AND THAT ACTUAL  EXPENSES  MAY BE GREATER OR LESS THAN
THOSE SHOWN.  SIMILARLY,  THE 5 PERCENT ANNUAL RATE OF RETURN IS NOT AN ESTIMATE
OR GUARANTEE OF FUTURE INVESTMENT PERFORMANCE.

(1)  This Contract is designed for retirement planning.  Surrenders prior to the
     Annuity  Period  are not  consistent  with the  long-term  purposes  of the
     Contract and the applicable tax laws.

     The above table reflects  estimates of expenses of the Variable Account and
     the Funds.  The standard table and examples  assume the highest  deductions
     possible under a contract, whether or not such deductions actually would be
     made under a contract. Annual maintenance charges have been approximated as
     a 5 basis point annual asset charge based on the experience of the flexible
     premium payment contracts.

                                                                              11

<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------

SINGLE PREMIUM PAYMENT CONTRACT

Example 1 - Assuming surrender at the end of the periods shown(1): You would pay
the following expenses on a $1,000 investment,  assuming 5 percent annual return
on assets:
<TABLE>
<CAPTION>

   
                                                                                  1 YEAR      3 YEARS       5 YEARS     10 YEARS
====================================================================================================================================
<S>                                                                                  <C>         <C>           <C>          <C> 

CONSECO SERIES TRUST
    Asset Allocation Portfolio.............................................          $88         $106          $127         $210  
    Common Stock Portfolio.................................................           89          108           130          216
    Corporate Bond Portfolio...............................................           88          105           124          205
    Government Securities Portfolio........................................           88          105           124          205
    Money Market Portfolio.................................................           85           97           111          178
THE ALGER AMERICAN FUND                                                                                                         
    Alger American Growth Portfolio........................................           89          108           129          215
    Alger American Leveraged AllCap Portfolio..............................           92          117           144          246
    Alger American MidCap Growth Portfolio.................................           89          109           132          220
    Alger American Small Capitalization Portfolio..........................           90          110           134          224
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.                                                                                      
    International Fund.....................................................           96          129           165          287
    Value Fund.............................................................           91          114           140          237
BERGER INSTITUTIONAL PRODUCTS TRUST                                                                                             
    Berger IPT - 100 Fund..................................................           91          114           140          237
    Berger IPT - Growth and Income Fund....................................           91          114           140          237
    Berger IPT - Small Company Growth Fund.................................           92          118           147          252
    Berger/BIAM IPT - International Fund...................................           93          120           150          257
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC. ........................           91          114           139          236
DREYFUS STOCK INDEX FUND...................................................           84           93           104          162
FEDERATED INSURANCE SERIES                                                                                                      
    Federated High Income Bond Fund II.....................................           89          108           130          216
    Federated International Equity Fund II.................................           93          121           152          262
    Federated Utility Fund II..............................................           89          109           132          221
JANUS ASPEN SERIES                                                                                
    Aggressive Growth Portfolio............................................           88          107           127          211
    Growth Portfolio.......................................................           88          105           124          204
    Worldwide Growth Portfolio.............................................           89          108           130          216
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST                                                                                    
    Limited Maturity Bond Portfolio........................................           89          107           129          214
    Partners Portfolio.....................................................           90          112           137          231
STRONG SPECIAL FUND II.....................................................           92          119           148          254
STRONG VARIABLE INSURANCE FUNDS, INC.                                                                                           
    Growth Fund II.........................................................          101          144           190          335
VAN ECK WORLDWIDE INSURANCE TRUST                                                                                               
    Worldwide Hard Assets Fund (formerly, Gold and Natural Resources Fund).           93          121           151          260
    Worldwide Bond Fund....................................................           92          119           148          253
    Worldwide Emerging Markets Fund........................................           96          129           165          287
====================================================================================================================================
    

</TABLE>



                                                                              12

<PAGE>

                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------


SINGLE PREMIUM PAYMENT CONTRACT - CONT.


EXAMPLE 2 - Assuming annuitization at the end of the periods shown(1): You would
pay the following  expenses on a $1,000  investment,  assuming 5 percent  annual
return on assets:
<TABLE>
<CAPTION>

   
                                                                                  1 YEAR      3 YEARS       5 YEARS     10 YEARS
====================================================================================================================================
<S>                                                                                  <C>         <C>            <C>         <C> 

CONSECO SERIES TRUST
    Asset Allocation Portfolio.............................................          $ 88        $106           $ 97        $210
    Common Stock Portfolio.................................................            89         108            100         216
    Corporate Bond Portfolio...............................................            88         105             94         205
    Government Securities Portfolio........................................            88         105             94         205
    Money Market Portfolio.................................................            85          97             81         178
THE ALGER AMERICAN FUND                                                                                                         
    Alger American Growth Portfolio........................................            89         108             99         215
    Alger American Leveraged AllCap Portfolio..............................            92         117            114         246
    Alger American MidCap Growth Portfolio.................................            89         109            102         220
    Alger American Small Capitalization Portfolio..........................            90         110            104         224
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.                                                                                      
    International Fund.....................................................            96         129            135         287
    Value Fund.............................................................            91         114            110         237
BERGER INSTITUTIONAL PRODUCTS TRUST                                                                                             
    Berger IPT - 100 Fund..................................................            91         114            110         237
    Berger IPT - Growth and Income Fund....................................            91         114            110         237
    Berger IPT - Small Company Growth Fund.................................            92         118            117         252
    Berger/BIAM IPT - International Fund...................................            93         120            120         257
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC. ........................            91         114            109         236
DREYFUS STOCK INDEX FUND...................................................            84          93             74         162
FEDERATED INSURANCE SERIES                                                                                                      
    Federated High Income Bond Fund II.....................................            89         108            100         216
    Federated International Equity Fund II.................................            93         121            122         262
    Federated Utility Fund II..............................................            89         109            102         221
JANUS ASPEN SERIES                                                                     88         107             97         211
    Aggressive Growth Portfolio............................................                                                     
    Growth Portfolio.......................................................            88         105             94         204
    Worldwide Growth Portfolio.............................................            89         108            100         216
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST                                                                                    
    Limited Maturity Bond Portfolio........................................            89         107             99         214
    Partners Portfolio.....................................................            90         112            107         231
STRONG SPECIAL FUND II.....................................................            92         119            118         254
STRONG VARIABLE INSURANCE FUNDS, INC.                                                                                           
    Growth Fund II.........................................................           101         144            160         335
VAN ECK WORLDWIDE INSURANCE TRUST                                                                                               
    Worldwide Hard Assets Fund (formerly, Gold and Natural Resources Fund).            93         121            121         260
    Worldwide Bond Fund....................................................            92         119            118         253
    Worldwide Emerging Markets Fund........................................            96         129            135         287
====================================================================================================================================
    

</TABLE>



                                                                              13
<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------

SINGLE PREMIUM PAYMENT CONTRACT - CONT.

EXAMPLE 3 - Assuming the Contract  stays in force through the periods  shown(1):
You would pay the following expenses on a $1,000 investment,  assuming 5 percent
annual return on assets:
<TABLE>
<CAPTION>

   
                                                                                  1 YEAR      3 YEARS       5 YEARS     10 YEARS
====================================================================================================================================
<S>                                                                                  <C>          <C>           <C>         <C> 

CONSECO SERIES TRUST
    Asset Allocation Portfolio.............................................          $18         $56            $ 97        $210
    Common Stock Portfolio.................................................           19          58             100         216
    Corporate Bond Portfolio...............................................           18          55              94         205
    Government Securities Portfolio........................................           18          55              94         205
    Money Market Portfolio.................................................           15          47              81         178
THE ALGER AMERICAN FUND                                                                                                         
    Alger American Growth Portfolio........................................           19          58              99         215
    Alger American Leveraged AllCap Portfolio..............................           22          67             114         246
    Alger American MidCap Growth Portfolio.................................           19          59             102         220
    Alger American Small Capitalization Portfolio..........................           20          60             104         224
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.                                                                                      
    International Fund.....................................................           26          79             135         287
    Value Fund.............................................................           21          64             110         237
BERGER INSTITUTIONAL PRODUCTS TRUST                                                                                             
    Berger IPT - 100 Fund..................................................           21          64             110         237
    Berger IPT - Growth and Income Fund....................................           21          64             110         237
    Berger IPT - Small Company Growth Fund.................................           22          68             117         252
    Berger/BIAM IPT - International Fund...................................           23          70             120         257
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC. ........................           21          64             109         236
DREYFUS STOCK INDEX FUND...................................................           14          43              74         162
FEDERATED INSURANCE SERIES                                                                                                      
    Federated High Income Bond Fund II.....................................           19          58             100         216
    Federated International Equity Fund II.................................           23          71             122         262
    Federated Utility Fund II..............................................           19          59             102         221
JANUS ASPEN SERIES                                                                    
    Aggressive Growth Portfolio............................................           18          57              97         211
    Growth Portfolio.......................................................           18          55              94         204
    Worldwide Growth Portfolio.............................................           19          58             100         216
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST                                                                                    
    Limited Maturity Bond Portfolio........................................           19          57              99         214
    Partners Portfolio.....................................................           20          62             107         231
STRONG SPECIAL FUND II.....................................................           22          69             118         254
STRONG VARIABLE INSURANCE FUNDS, INC.                                                                                           
    Growth Fund II.........................................................           31          94             160         335
VAN ECK WORLDWIDE INSURANCE TRUST                                                                                               
    Worldwide Hard Assets Fund (formerly, Gold and Natural Resources Fund).           23          71             121         260
    Worldwide Bond Fund....................................................           22          69             118         253
    Worldwide Emerging Markets Fund........................................           26          79             135         287
====================================================================================================================================
    

</TABLE>



PLEASE  REMEMBER THAT THE EXAMPLES SHOULD NOT BE CONSIDERED A  REPRESENTATION OF
PAST OR FUTURE  EXPENSES  AND THAT ACTUAL  EXPENSES  MAY BE GREATER OR LESS THAN
THOSE SHOWN.  SIMILARLY,  THE 5 PERCENT ANNUAL RATE OF RETURN IS NOT AN ESTIMATE
OR GUARANTEE OF FUTURE INVESTMENT PERFORMANCE.

(1)  This Contract is designed for retirement planning.  Surrenders prior to the
     Annuity  Period  are not  consistent  with the  long-term  purposes  of the
     Contract and the applicable tax laws.

     The above table reflects  estimates of expenses of the Variable Account and
     the Funds.  The standard table and examples  assume the highest  deductions
     possible under a contract, whether or not such deductions actually would be
     made under a contract. Annual maintenance charges have been approximated as
     a 5 basis point annual asset charge based on the experience of the flexible
     premium payment contracts.

                                                                              14

<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------

CONDENSED FINANCIAL INFORMATION


     The tables below provide per unit information  about the financial  history
of each  Sub-account.  No per-unit  information  is provided with respect to the
Sub-accounts  investing  in the Alger  American  Fund  Growth and MidCap  Growth
Portfolios;  the American Century Variable  Portfolios,  Inc.  International and
Value Funds;  the Berger  Institutional  Products Trust Berger IPT - 100, Berger
IPT - Growth and Income,  Berger IPT - Small Company Growth, and Berger/BIAM IPT
- - International  Funds; the Neuberger & Berman Advisers Management Trust Limited
Maturity Bond and Partners  Portfolios;  the Strong  Special Fund II; the Strong
Variable  Insurance  Funds,  Inc.  Growth  Fund  II;  and the Van Eck  Worldwide
Insurance  Trust  Worldwide  Emerging  Markets Fund because these Funds were not
available as of December 31, 1996.


<TABLE>
<CAPTION>
                             1996      1995      1994      1993      1992      1991        1990        1989        1988        1987
====================================================================================================================================
<S>                        <C>        <C>       <C>      <C>         <C>        <C>        <C>          <C>         <C>         <C>

CONSECO SERIES TRUST
ASSET ALLOCATION (C)
Accumulation unit value at
   beginning of period ....$1.370     1.052     1.068    $1.000       N/A       N/A         N/A         N/A         N/A         N/A
Accumulation unit value at
   end of period...........$1.740    $1.370    $1.052    $1.068       N/A       N/A         N/A         N/A         N/A         N/A
Percentage change in accu-
   mulation unit value.....27.01%    30.19%   (1.51)%     6.84%       N/A       N/A         N/A         N/A         N/A         N/A
Number of accumulation
   units outstanding at
   end of period........5,801,102 5,007,682 3,888,125 2,257,426       N/A       N/A         N/A         N/A         N/A         N/A

COMMON STOCK - QUALIFIED (a)
Accumulation unit value at
   beginning of period....$12.448    $9.191    $9.069    $8.492    $8.292    $5.827      $6.313      $4.804      $4.491      $4.420
Accumulation unit value at
   end of period..........$17.933   $12.448    $9.191    $9.069    $8.492    $8.292      $5.827      $6.313      $4.804      $4.491
Percentage change in accu-
   mulation unit value.....44.06%    35.44%     1.35%     6.79%     2.41%    42.30%     (7.70)%      31.41%       6.97%       1.61%
Number of accumulation
   units outstanding at
   end of period........8,464,009 7,950,068 7,356,167 6,310,119 5,499,342 4,667,263   4,275,235   4,188,009   4,384,189   4,753,634

COMMON STOCK - NON-QUALIFIED (a)
Accumulation unit value at
  beginning of period......$9.854    $7.275    $7.179    $6.722    $6.564    $4.612      $4.997      $3.803      $3.555      $3.567
Accumulation unit value at
  end of period...........$14.195    $9.854    $7.275    $7.179    $6.722    $6.564      $4.612      $4.997      $3.803      $3.555
Percentage change in accu-
  mulation unit value......44.06%    35.44%     1.35%     6.79%     2.41%    42.30%     (7.70)%      31.41%       6.97%     (0.34)%
Number of accumulation
  units outstanding at
  end of period...........283,828   286,775   271,457   252,573   191,299   152,332     125,393     105,484     128,262     228,537
====================================================================================================================================
</TABLE>




                                                                              15
<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------


CONDENSED FINANCIAL INFORMATION--CONT.
<TABLE>
<CAPTION>

                            1996    1995      1994       1993       1992       1991       1990       1989       1988         1987
====================================================================================================================================
<S>                        <C>       <C>       <C>       <C>       <C>       <C>         <C>         <C>         <C>         <C>   
CONSECO SERIES TRUST - CONT.
CORPORATE BOND - QUALIFIED (b)
Accumulation unit value at
  beginning of period......$4.790    $4.080    $4.224    $3.768    $3.466    $2.899      $2.743      $2.405      $2.245      $2.213
Accumulation unit value at
  end of period............$4.990    $4.790    $4.080    $4.224    $3.768    $3.466      $2.899      $2.743      $2.405      $2.245
Percentage change in accu-
  mulation unit value.......4.19%    17.38%   (3.41)%    12.12%     8.70%    19.57%       5.66%      14.09%       7.11%       1.43%
Number of accumulation
   units outstanding at
  end of period.........2,973,412 3,072,607 2,961,739 3,003,770 2,490,084 2,145,672   1,998,622   2,083,583   2,092,143   2,321,770

CORPORATE BOND - NON-QUALIFIED (b)
Accumulation unit value at
  beginning of period.....$4.602     $3.921     $4.059     $3.620     $3.330     $2.785     $2.636     $2.310     $2.157     $2.134
Accumulation unit value at
  end of period...........$4.795     $4.602     $3.921     $4.059     $3.620     $3.330     $2.785     $2.636     $2.310     $2.157
Percentage change in accu-
  mulation unit value......4.19%     17.38%    (3.41)%     12.12%      8.70%     19.57%      5.66%     14.09%      7.11%      1.10%
Number of accumulation
  units outstanding at
  end of period..........136,642    179,684    197,847    185,569    123,618     98,273    118,597    140,928     99,057    101,084

GOVERNMENT SECURITIES (c)
Accumulation unit value at
  beginning of period.....$1.156     $0.995     $1.034     $1.000       N/A         N/A        N/A        N/A        N/A        N/A
Accumulation unit value at
  end of period...........$1.176     $1.156     $0.995     $1.034        N/A        N/A        N/A        N/A        N/A        N/A
Percentage change in accu-
  mulation unit value......1.72%     16.18%    (3.79)%      3.42%        N/A        N/A        N/A        N/A        N/A        N/A
Number of accumulation
  units outstanding at
  end of period..........365,164    422,359    335,451    535,607        N/A        N/A        N/A        N/A        N/A        N/A

MONEY MARKET (b)
Accumulation unit value at
  beginning of period.....$2.496     $2.387     $2.321     $2.280     $2.224     $2.120     $1.978     $1.830     $1.726     $1.636
Accumulation unit value at
  end of period...........$2.598     $2.496     $2.387     $2.321     $2.280     $2.224     $2.120     $1.978     $1.830     $1.726
Percentage change in accu-
  mulation unit value......4.10%      4.57%      2.85%      1.79%      2.52%      4.89%      7.22%      8.08%      6.01%      5.50%
Number of accumulation
  units outstanding at
  end of period........1,849,618  1,538,629  1,619,841  1,465,429  1,790,486  1,762,019  1,798,156  1,869,049  1,705,508  2,039,312
====================================================================================================================================
</TABLE>
(Continued)



                                                                              16
<PAGE>

                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------
CONDENSED FINANCIAL INFORMATION--CONT.
<TABLE>
<CAPTION>
                            1996       1995       1994       1993       1992       1991       1990       1989       1988       1987
====================================================================================================================================
<S>                       <C>        <C>           <C>       <C>         <C>        <C>        <C>        <C>        <C>        <C>
THE ALGER AMERICAN FUND:
ALGER AMERICAN LEVERAGED ALLCAP (d)
Accumulation unit value at
  beginning of period.....$1.411     $1.000        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
Accumulation unit value at
  end of period...........$1.565     $1.411        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
Percentage change in accu-
  mulation unit value.....10.92%     41.12%        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
Number of accumulation
  units outstanding at
  end of period..........332,180     48,284        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A

ALGER AMERICAN SMALL CAPITALIZATION (d)
Accumulation unit value at
  beginning of period.....$1.222     $1.000        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
Accumulation unit value at
  end of period...........$1.260     $1.222        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
Percentage change in accu-
  mulation unit value......3.14%     22.18%        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
Number of accumulation
  units outstanding at
  end of period........1,294,236    421,326        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
====================================================================================================================================
DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC. (d)
Accumulation unit value at
  beginning of period.....$1.178     $1.000        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
Accumulation unit value at
  end of period...........$1.413     $1.178        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
Percentage change in accu-
  mulation unit value.....20.01%     17.76%        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
Number of accumulation
  units outstanding at
  end of period..........114,173     27,728        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
====================================================================================================================================
DREYFUS STOCK INDEX FUND (d)
Accumulation unit value at
  beginning of period.....$1.160     $1.000        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
Accumulation unit value at
  end of period...........$1.402     $1.160        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
Percentage change in accu-
  mulation unit value.....20.79%     16.03%        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
Number of accumulation
  units outstanding at
  end of period........1,395,520    561,967        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
====================================================================================================================================
</TABLE>


(Continued)


                                                                              17

<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

CONDENSED FINANCIAL INFORMATION--CONT.
                            1996       1995       1994       1993       1992       1991       1990       1989       1988       1987
====================================================================================================================================
<S>                       <C>        <C>           <C>       <C>         <C>        <C>        <C>        <C>        <C>        <C>
FEDERATED INSURANCE SERIES
FEDERATED HIGH INCOME BOND II (D)
Accumulation unit value at
  beginning of period.....$1.070     $1.000        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
Accumulation unit value at
  end of period...........$1.210     $1.070        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
Percentage change in accu-
  mulation unit value.....13.17%      6.96%        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
Number of accumulation
  units outstanding at
  end of period...........44,124      1,178        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A

FEDERATED INTERNATIONAL EQUITY II (d)
Accumulation unit value at
  beginning of period.....$1.028     $1.000        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
Accumulation unit value at
  end of period...........$1.102     $1.028        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
Percentage change in accu-
  mulation unit value......7.23%      2.80%        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
Number of accumulation
  units outstanding at
  end of period...........70,090      9,399        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A

FEDERATED UTILITY II (d)
Accumulation unit value at
  beginning of period.....$1.125     $1.000        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
Accumulation unit value at
  end of period...........$1.243     $1.125        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
Percentage change in accu-
  mulation unit value.....10.45%     12.53%        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
Number of accumulation
  units outstanding at
  end of period..........111,929     53,189        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
====================================================================================================================================
JANUS ASPEN SERIES
AGGRESSIVE GROWTH (d)
Accumulation unit value at
  beginning of period.....$1.269     $1.000        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
Accumulation unit value at
  end of period...........$1.357     $1.269        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
Percentage change in accu-
  mulation unit value......6.87%     26.93%        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
Number of accumulation
  units outstanding at
  end of period..........881,491    398,348        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
====================================================================================================================================
</TABLE>


(Continued)

                                                                              18
<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>


CONDENSED FINANCIAL INFORMATION--CONT.
                            1996       1995       1994       1993       1992       1991       1990       1989       1988       1987
====================================================================================================================================
<S>                       <C>        <C>           <C>       <C>         <C>        <C>        <C>        <C>        <C>        <C>
JANUS ASPEN SERIES - CONT.
GROWTH (d)
Accumulation unit value at
  beginning of period.....$1.170     $1.000        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
Accumulation unit value at
  end of period...........$1.372     $1.170        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
Percentage change in accu-
  mulation unit value.....17.27%     17.02%        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
Number of accumulation
  units outstanding at
  end of period..........570,927    144,293        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A

WORLDWIDE GROWTH (d)
Accumulation unit value at
  beginning of period.....$1.214     $1.000        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
Accumulation unit value at
  end of period...........$1.551     $1.214        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
Percentage change in accu-
  mulation unit value....$27.74%     21.40%        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
Number of accumulation
  units outstanding at
  end of period........1,845,276    230,889        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
====================================================================================================================================
THE VAN ECK WORLDWIDE INSURANCE TRUST
WORLDWIDE HARD ASSETS (FORMERLY, GOLD AND NATURAL RESOURCES) (d)
Accumulation unit value at
  beginning of period.....$1.080     $1.000        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
Accumulation unit value at
  end of period...........$1.262     $1.080        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
  Percentage change in accu-
  mulation unit value.....16.88%      7.97%        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
Number of accumulation
  units outstanding at
  end of period...........49,773     27,240        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A

WORLDWIDE BOND (d)
Accumulation unit value at
  beginning of period.....$1.021     $1.000        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
Accumulation unit value at
  end of period...........$1.036     $1.021        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
Percentage change in accu-
  mulation unit value.....$1.50%      2.05%        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
Number of accumulation
  units outstanding at
  end of period...........23,735      6,030        N/A        N/A        N/A        N/A        N/A        N/A        N/A        N/A
====================================================================================================================================
</TABLE>

(a)   The unit value was $1.000 on the inception date of December 3, 1965.
(b)   The unit value was $1.000 on the inception date of May 19, 1981.
(c)   The unit value was $1.000 on the inception date of May 1, 1993.
(d)   The unit value was $1.000 on the inception date of June 1, 1995.

                                                                              19
<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------

GREAT AMERICAN RESERVE, VARIABLE
ACCOUNT, AND THE INVESTMENT OPTIONS

A.  GREAT AMERICAN RESERVE

    Great American Reserve, originally organized in 1937, is principally engaged
in the life insurance business in 47 states and the District of Columbia.  Great
American  Reserve is a stock  company  organized  under the laws of the state of
Texas and an indirect wholly owned subsidiary of Conseco, Inc. ("Conseco").  The
operations  of Great  American  Reserve  are  handled by  Conseco.  Conseco is a
publicly owned financial services holding company,  the principal  operations of
which are the development,  marketing and administration of specialized  annuity
and life insurance products. Conseco is located at 11825 N. Pennsylvania Street,
Carmel, Indiana 46032.


    All inquiries regarding Individual Accounts,  the Contracts,  or any related
matter should be directed to Great American Reserves Variable Annuity Department
at the address and  telephone  number  shown on page 1 of this  Prospectus.  The
financial  statements  of Great  American  Reserve  included in the Statement of
Additional  Information should be considered only as bearing upon the ability of
Great American Reserve to meet the obligations under the Contracts. Furthermore,
neither the assets of Conseco  nor those of any company in the Conseco  group of
companies  other than Great American  Reserve support these  obligations.  As of
December 31, 1996,  Great American  Reserve had total assets of $2.7 billion and
total  shareholder's  equity of $396.9 million.  Great American Reserve does not
guarantee the investment performance of the Variable Account investment options.


B. VARIABLE ACCOUNT

    Variable Account,  originally  established in 1980 by Voyager Life Insurance
Company,  is  registered  with  the SEC as a unit  investment  trust  under  the
Investment  Company Act of 1940 (the "1940 Act"). At a combined  Special Meeting
held on December 14,  1992,  the Contract  Owners and  Participants  in Variable
Account,  Great American  Reserve Variable Annuity Account Fund ("Annuity Fund")
and Great American  Reserve Variable Annuity Account D ("Account D") approved an
Agreement and Plan of Reorganization and the reorganization  (the "Combination")
of Variable Account,  Annuity Fund, and Account D, contemplated  thereby. On May
1, 1993, the effective date of the Combination,  Variable Account,  Annuity Fund
and Account D were  combined  and  restructured  into a single  continuing  unit
investment trust separate account investing exclusively in shares of the Conseco
Series Trust, and Variable Account became the continuing separate account.  Also
on May 1, 1993, all of the  Sub-account  assets of Variable  Account,  including
those of Annuity Fund and Account D, were sold,  assigned and transferred to the
Common Stock,  Corporate Bond and Money Market  Portfolios of the Conseco Series
Trust. In exchange for such assets,  shares of the Common Stock,  Corporate Bond
and Money  Market  Portfolios  were  issued  to the  Common  Stock  Sub-account,
Corporate  Bond  Sub-  account  and Money  Market  Sub-account  of  restructured
Variable Account,  respectively. The respective interests of Contract Owners and
Participants  immediately  after  the  Combination  were  equal to their  former
interests  in Variable  Account,  Annuity Fund or Account D, as the case may be,
immediately before the Combination.

    Prior to the Combination,  Variable Account,  Annuity Fund and Account D had
been operated by Great American Reserve as managed separate  accounts  investing
directly in securities.  Variable Account invested primarily in debt securities,
Annuity Fund  invested  primarily in equity  securities,  and Account D invested
only in money  market  instruments.  As a result  of the  Combination,  Variable
Account invests in shares of the Conseco Series Trust,  which,  in turn,  invest
directly in diversified  portfolios of  securities,  as described in the Conseco
Series Trusts prospectus and statement of additional  information.  The Variable
Account also invests in shares of Funds described herein.


    The  Variable  Account is  segmented  into  Sub-accounts.  Each  Sub-account
invests in shares of one of the eligible  Funds and such shares are purchased at
net  asset  value.  The  Sub-accounts  and Funds  may be added or  withdrawn  as
permitted by applicable law. The Variable  Account  consists of 30 Sub-accounts,
each of which  invests  in shares of one of the  eligible  Funds of the  Conseco
Series  Trust  Asset  Allocation,   Common  Stock,  Corporate  Bond,  Government
Securities,  and Money  Market  Portfolios;  the  Alger  American  Fund  Growth,
Leveraged AllCap, MidCap


                                                                              20

<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------


Growth,  and Small  Capitalization  Portfolios;  the American  Century  Variable
Portfolios, Inc. International and Value Funds; the Berger IPT - 100, Berger IPT
- - Growth and Income,  Berger IPT - Small Company  Growth,  and Berger/BIAM IPT -
International  Funds;  the Dreyfus Socially  Responsible  Growth Fund, Inc.; the
Dreyfus Stock Index Fund;  the Federated  Insurance  Series High Income Bond II,
International Equity II, and Utility II Funds; the Janus Aspen Series Aggressive
Growth, Growth, and Worldwide Growth Portfolios; the Neuberger & Berman Advisers
Management  Trust  Limited  Maturity  Bond and Partners  Portfolios;  the Strong
Variable  Insurance Funds,  Inc. Growth Fund II; Strong Special Fund II; and the
Van Eck Worldwide  Insurance  Trust  Worldwide Hard Assets  (formerly,  Gold and
Natural Resources),  Worldwide Bond, and Worldwide Emerging Markets Funds. Great
American  Reserve  reserves  the  right  to add  other  Sub-accounts,  eliminate
existing   Sub-accounts,   combine   Sub-accounts  or  transfer  assets  in  one
Sub-account to another  Sub-account  established by Great American Reserve or an
affiliate   company.   Great  American  Reserve  will  not  eliminate   existing
Sub-accounts or combine Sub- accounts without any required prior approval of the
appropriate state or federal regulatory authorities.


    The assets of Variable Account are not chargeable with  liabilities  arising
out of any other business Great American Reserve may conduct.  In addition,  any
income, gains or losses realized or unrealized on assets of Variable Account are
credited to or charged against  Variable Account without regard to other income,
gains or losses of Great American  Reserve.  Nevertheless,  obligations  arising
under the Contracts are obligations of Great American Reserve.

    In addition to the net assets and other  liabilities  for  variable  annuity
contracts,  Variable  Accounts  assets will include  assets derived from charges
made by Great American  Reserve.  Great American Reserve may transfer out to its
general  account  any of  Variable  Accounts  assets  that are in  excess of the
reserves and other liabilities relating to the Contracts.

    Variable  Account  is  regulated  by  the  Insurance  Department  of  Texas.
Regulation by the state,  however,  does not involve any supervision of Variable
Account, except to determine compliance with broad statutory criteria.

C. INVESTMENT OPTIONS

    The investment objectives of the Sub-accounts available through the Variable
Account are briefly described below.  More detailed  information is contained in
the current prospectuses of the Funds.

CONSECO SERIES TRUST

    ASSET ALLOCATION PORTFOLIO seeks a high total investment return,  consistent
with the  preservation  of capital and prudent  investment  risk.  The Portfolio
seeks to achieve this objective by pursuing an active asset allocation  strategy
whereby  investments  are allocated,  based upon thorough  investment  research,
valuation  and  analysis of market  trends and the  anticipated  relative  total
return available, among various asset classes including debt securities,  equity
securities, and money market instruments.

    COMMON STOCK PORTFOLIO seeks to provide a high total return  consistent with
preservation  of capital and a prudent  level of risk  primarily by investing in
selected  equity   securities  and  other   securities   having  the  investment
characteristics of common stocks.

    CORPORATE  BOND  PORTFOLIO  seeks to provide as high a level of income as is
consistent  with  preservation  of  capital  by  investing   primarily  in  debt
securities.

    GOVERNMENT  SECURITIES  PORTFOLIO  seeks  safety of capital,  liquidity  and
current  income  by  investing  primarily  in  securities  issued  by  the  U.S.
government or an agency or  instrumentality  of the U.S.  government,  including
mortgage-related securities.

    MONEY MARKET  PORTFOLIO  seeks current income  consistent  with stability of
capital and liquidity.  An investment in this  Portfolio is neither  insured nor
guaranteed  by the  U.S.  government  and  there  can be no  assurance  that the
Portfolio will be able to maintain a stable net asset value of $1.00 per share.

                                                                              21

<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------

THE ALGER AMERICAN FUND


    ALGER AMERICAN  GROWTH  PORTFOLIO seeks  long-term  capital  appreciation by
investing in a diversified,  actively  managed  portfolio of equity  securities,
primarily  of  companies  with  total  market  capitalization  of $1  billion or
greater.


    ALGER  AMERICAN   LEVERAGED   ALLCAP   PORTFOLIO  seeks  long-term   capital
appreciation by investing in a diversified, actively managed portfolio of equity
securities.  The Portfolio may engage in leveraging (up to 33 1/3 percent of its
assets) and options and futures transactions, which are deemed to be speculative
and which may cause the Portfolios value to fluctuate.


     ALGER   AMERICAN   MIDCAP  GROWTH   PORTFOLIO   seeks   long-term   capital
appreciation.  Except during temporary defensive periods,  the Portfolio invests
at least 65% of its total assets in equity  securities of companies that, at the
time of purchase of the securities,  have total market capitalization within the
range of companies  included in the S&P MidCap 400 Index. This Index is designed
to track the  performance of medium  capitalization  companies.  As of March 31,
1997, the range of market  capitalization of these companies was $120 million to
$7.193 billion. The Portfolio may invest up to 35% of its total assets in equity
securities of larger or smaller issuers and in excess of that amount (up to 100%
of its assets) during temporary defensive periods.

     ALGER AMERICAN  SMALL  CAPITALIZATION  PORTFOLIO  seeks  long-term  capital
appreciation.  Except during temporary defensive periods,  the Portfolio invests
at least 65% of its total assets in equity  securities of companies that, at the
time of purchase of the securities,  have total market capitalization within the
range of  companies  included in the Russell  2000 Growth  Index.  This Index is
designed to track the performance of small capitalization companies. As of March
31, 1997, the range of market  capitalization of these companies was $10 million
to $1.94  billion.  The  Portfolio  may invest up to 35% of its total  assets in
equity  securities of larger or smaller issuers and in excess of that amount (up
to 100% of its assets) during temporary defensive periods.




AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

      INTERNATIONAL  FUND  seeks  capital  growth  by  investing   primarily  in
securities  of foreign  companies  that meet certain  fundamental  and technical
standards  of  selection  and have,  in the  opinion  of the  fund's  investment
manager,  potential for  appreciation.  The fund will invest primarily in common
stocks and other equity  equivalents.  The fund tries to stay fully  invested in
such  securities,  regardless of the movement of stock prices  generally.  Under
normal  conditions,  the fund will  invest at least 65% of its  assets in common
stocks or other  equity  equivalents  of issuers  from at least three  countries
outside of the United States.

      VALUE FUND seeks long-term capital growth by investing primarily in equity
securities  of  well-established  companies  with  intermediate  to large market
capitalizations  that are believed by the fund's management to be undervalued at
the time of  purchase.  Income is a secondary  objective.  Under  normal  market
conditions,  the fund  expects  to invest at least 80% of the value of its total
assets in equity securities, which includes equity equivalents.

BERGER INSTITUTIONAL PRODUCTS TRUST

      BERGER IPT - 100 FUND seeks  long-term  capital  appreciation by investing
primarily in common stocks of  established  companies  which the fund's  adviser
believes offer favorable growth  prospects.  Current income is not an investment
objective.

      BERGER  IPT - GROWTH  AND  INCOME  FUND  seeks  capital  appreciation  and
secondarily a moderate level of current income by investing  primarily in common
stocks and other securities, such as convertible securities or preferred stocks,
which the fund's  adviser  believes  offer  favorable  growth  prospects and are
expected to also provide current income.

      BERGER IPT - SMALL  COMPANY  GROWTH  FUND seeks  capital  appreciation  by
investing primarily in equity securities (including common and preferred stocks,
convertible  debt  securities and other  securities  having equity  features) of
small growth companies with market capitalization of less than $1 billion at the
time of initial purchase.



                                                                              22

<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------


      BERGER/BIAM IPT - International Fund seeks long-term capital  appreciation
by investing  primarily in common stocks of well established  companies  located
outside the United  States.  The fund  intends to diversify  its holdings  among
several countries and to have, under normal market  conditions,  at least 65% of
the fund's total assets  invested in the  securities of companies  located in at
least five countries, not including the United States.


THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.

    The Dreyfus Socially  Responsible Growth Fund, Inc. seeks to provide capital
growth through equity  investment in companies that, in the opinion of the Funds
management,  not only  meet  traditional  investment  standards  but  also  show
evidence  that  they  conduct  business  in a  manner  that  contributes  to the
enhancement  of the quality of life in America.  Current  income is secondary to
the primary goal.

DREYFUS STOCK INDEX FUND

    Dreyfus Stock Index Fund seeks to provide investment results that correspond
to the price and yield  performance  of  publicly  traded  common  stocks in the
aggregate, as represented by the Standard & Poors 500 Composite Price Index. The
Fund is neither sponsored by nor affiliated with
the Standard & Poors Corporation.

FEDERATED INSURANCE SERIES

    FEDERATED  HIGH INCOME BOND FUND II seeks to provide high current  income by
investing  at  least 65  percent  of its  assets  in lower  rated  fixed  income
corporate debt  obligations.  Capital  growth will be considered,  but only when
consistent  with the  investment  objective  of high current  income.  The fixed
income  securities in which the Fund will primarily invest are commonly referred
to as "junk bonds".

    FEDERATED INTERNATIONAL EQUITY FUND II seeks to obtain a total return on its
assets by investing  at least 65 percent of its assets (and under normal  market
conditions  substantially  all of its  assets) in equity  securities  of issuers
located in at least three different countries outside of the United States.

    FEDERATED  UTILITY FUND II seeks to provide high current income and moderate
capital  appreciation  by  investing  at least 65 percent  of its assets  (under
normal conditions) in equity and debt securities of utility companies.

JANUS ASPEN SERIES


     AGGRESSIVE  GROWTH  PORTFOLIO  seeks  long-term  growth  of  capital.   The
Portfolio  is a  nondiversified  fund that  pursues  its  objective  by normally
investing at least 50% of its equity assets in securities issued by medium-sized
companies.  Medium-sized  companies are those whose market  capitalizations fall
within the range of  companies  in the S&P MidCap 400 Index (the MidCap  Index).
Companies  whose  capitalization  falls outside this range after the  Portfolios
initial purchase continue to be considered medium-sized companies of the purpose
of this policy.  As of March 31, 1997, the MidCap Index included  companies with
capitalizations between approximately $120 million and $7.193 billion.


    GROWTH  PORTFOLIO seeks long-term  growth of capital in a manner  consistent
with the  preservation  of  capital.  It pursues  this  objective  by  investing
primarily in common stocks of a large number of issuers of any size.  Generally,
this Portfolio emphasizes issuers with larger market capitalizations.

    WORLDWIDE  GROWTH  PORTFOLIO seeks  long-term  growth of capital in a manner
consistent  with the  preservation  of capital.  It pursues  this  objective  by
investing  primarily  in common  stocks of foreign and  domestic  issuers of any
size.  The Portfolio  normally  invests in issuers from at least five  different
countries including the United States.


NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST

    LIMITED MATURITY BOND PORTFOLIO seeks the highest current income  consistent
with low risk to principal  and  liquidity,  and,  secondarily,  total return by
investing all of its net investable assets in another fund, AMT Limited Maturity
Bond Investments,  which has investment  objectives,  policies,  and limitations
that are identical to those of the Limited Maturity Bond Portfolio.  AMT Limited
Maturity Bond Investments seeks to achieve its investment objective by investing
in short- to intermediate- term debt securities, primarily of investment grade.


                                                                              23

<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------


    PARTNERS  PORTFOLIO  seeks capital growth by investing all of its investable
assets  in  another  fund,  AMT  Partners  Investments,   which  has  investment
objectives,  policies,  and  limitations  that  are  identical  to  those of the
Partners  Portfolio.  AMT Partners  Investments  seeks to achieve its investment
objective by investing in common  stocks and other equity  securities of medium-
to large-capitalization established companies.

STRONG  SPECIAL FUND II seeks  capital  growth by investing  primarily in equity
securities and currently emphasizes  investments in medium-sized companies which
the fund's  investment  adviser believes are  under-researched  and attractively
valued.  The  fund  will  invest  at  least  80% of its  net  assets  in  equity
securities,  including  common stocks (which must constitute at least 65% of its
total assets), preferred stocks, and securities that are convertible into common
or preferred stocks, such as warrants and convertible bonds.

STRONG VARIABLE INSURANCE FUNDS, INC.

    GROWTH  FUND II seeks  capital  growth  by  investing  primarily  in  equity
securities that the fund's investment adviser believes have above-average growth
prospects.  Under normal market conditions, the fund will invest at least 65% of
its total  assets in  equity  securities,  including  common  stocks,  preferred
stocks,  and securities  that are convertible  into common or preferred  stocks,
such as warrants and convertible bonds.


VAN ECK WORLDWIDE INSURANCE TRUST



     Worldwide  Hard Assets Fund  (formerly,  Gold and Natural  Resources  Fund)
seeks long-term capital appreciation by investing globally,  primarily in equity
securities and indexed  securities of hard asset companies which are directly or
indirectly  engaged to a  significant  extent in the  exploration,  development,
production and distribution of precious metals,  ferrous and non-ferrous metals,
gas,  petroleum,  petrochemicals,  forest products,  real estate and other basic
non-agricultural  commodities  which,  historically,   have  been  produced  and
marketed profitably during periods of significant inflation.



    WORLDWIDE  BOND FUND seeks high total  return  through a flexible  policy of
investing globally, primarily in debt securities.


      WORLDWIDE  EMERGING MARKETS FUND seeks long-term  capital  appreciation by
investing  primarily in equity  securities in emerging markets around the world.
The fund  emphasizes  countries that,  compared to the world's major  economies,
exhibit  relatively  low gross  national per capita as well as the potential for
rapid economic growth.


    There is no assurance that the Funds will achieve their stated objectives.

    The Funds' shares are also available to certain  separate  accounts  funding
variable life insurance policies and variable annuity contracts offered by other
insurance company separate accounts.  This is called "mixed and shared funding."
Although we do not anticipate any inherent  difficulties  arising from mixed and
shared  funding,  it is  theoretically  possible that, due to differences in tax
treatment or other considerations,  the interests of owners of various contracts
participating  in the  Funds  might at some  time be in  conflict.  The Board of
Directors or Trustees of each Fund, each Fund's  investment  adviser,  and Great
American  Reserve  are  required  to monitor  events to  identify  any  material
conflicts that arise from the use of the Funds for mixed and shared funding. For
more information about the risks of mixed funding,  please refer to the relevant
Fund prospectus.

    If the  shares  of any of the  Funds  should  no  longer  be  available  for
investment  by the  Variable  Account or, if in the  judgment of Great  American
Reserve's  management,  further  investment  of such Fund  shares  shall  become
inappropriate in view of the purpose of the Contract, Great


                                                                              24

<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------

American Reserve may add or substitute shares of another eligible Sub-account or
of another  Fund for  eligible  Portfolio  shares  already  purchased  under the
Contract.  No  substitution  of Sub-account  shares may take place without prior
approval of the SEC and notice to Contract Owners or Participants, to the extent
required by the 1940 Act.

    Great  American  Reserve has also reserved the right,  subject to compliance
with the law as currently applicable or subsequently changed, (a) to operate the
Variable  Account in any form permitted  under the 1940 Act or in any other form
permitted by law; (b) to take any action  necessary to comply with or obtain and
continue any exemptions from the 1940 Act or to comply with any other applicable
law; (c) to transfer any assets in any Sub- account to another  Sub-account,  or
to one or more separate investment accounts, or to Great American Reserves Fixed
Account of the General Account; or to add, combine or remove Sub-accounts in the
Variable  Account;  and (d) to change the way Great  American  Reserve  assesses
charges,  so long as the aggregate amount is not increased beyond that currently
charged to the Variable  Account and the eligible  Portfolios in connection with
the Contract.

THE CONTRACTS

A. ACCUMULATION PROVISIONS


    PURCHASE  PAYMENTS.  The single  premium  payment  Contracts  have a minimum
purchase  payment of $10,000  with  additional  Contracts in amounts of not less
than  $5,000;  the usual  maximum is  $500,000.  The  flexible  premium  payment
contracts  have a minimum  initial and  subsequent  Purchase  Payment of $10 per
month;  the usual Purchase  Payment  maximum is $500,000.  Purchase  Payments in
excess thereof may be made only upon approval by Great American Reserve and will
be subject to such terms and  conditions  as may be required  by Great  American
Reserve.  The amount of a Purchase  Payment may be increased or decreased at any
time, and submission of a Purchase Payment  different from the previous one will
automatically effect such a change.


    The value of an Individual  Account can be determined at any time during the
Accumulation  Period by multiplying the total number of Accumulation  Units in a
Sub-account attributable to such Individual Account by the then-current value of
an Accumulation Unit in such Sub-account.  Because the value of the Accumulation
Units fluctuates, there is no assurance that the value of the Accumulation Units
in an  Individual  Account will equal or exceed the amount of Purchase  Payments
made.

      The  initial  value  of  an  Accumulation  Unit  for  each  of  the  other
Sub-accounts  of Variable  Account on the first day that  Purchase  Payments are
allocated,  or transfers are made, to each of such Sub-accounts will be equal to
the Accumulation  Unit value of $1.00 multiplied by the "net investment  factor"
for each such  Sub-account.  After the  initial  Accumulation  Unit  values  are
established,  the value of an Accumulation  Unit for each of the Sub-accounts of
Variable  Account for any  subsequent  Valuation  Period will be  determined  by
multiplying the Accumulation Unit value for the immediately  preceding Valuation
Period by the net investment factor for the current period for the Sub- account.
(see "Net Investment Factor for each Valuation Period").

    A Valuation Period is the period of time from the end of one business day to
the end of the next. Accumulation Units of the Sub-accounts are valued as of the
time of  closing of each  business  day of the New York  Stock  Exchange  on any
business day in which an order for sale or redemption of  Accumulation  Units is
received and in which there is a sufficient  degree of trading in the  portfolio
securities  to materially  affect the current  asset values of the  Accumulation
Units.

    ACCUMULATION  UNITS.  Each Purchase Payment is credited to the Participant's
Individual  Account  in the  form of  Accumulation  Units  at the  close  of the
Valuation Period in which the Purchase Payment is received at the Administrative
Office of Great American Reserve.  The number of Accumulation  Units credited is
determined by dividing the amount credited by the value of an Accumulation  Unit
at the close of that Valuation Period.  Accumulation Units are valued separately
for each investment  option, so a Contract Owner who has elected to have amounts
in an Individual  Account  accumulated in more than one  investment  option will
have several types of Accumulation Units credited to the Individual Account.

    ALLOCATION OF PURCHASE PAYMENTS AND TRANSFERS.  The Contract Owner may elect
to have Purchase Payments  accumulated (a) on a fully variable basis invested in
one or


                                                                              25
<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------

more of the Sub-accounts of Variable  Account;  (b) on a fully fixed basis which
reflects a compound interest rate promised by Great American Reserve;  or (c) in
a combination of any of the investment options.

    An election to change the allocation of future Purchase Payments may be made
by the Contract Owner 30 days (a) subsequent to the date of establishment of the
Individual  Account  or (b)  subsequent  to a prior  change  in  allocation.  In
addition,  the Contract  Owner may elect,  during the  Accumulation  Period,  to
transfer  amounts in an Individual  Account being  accumulated in any investment
option to any other investment option without deduction of any charges,  subject
to certain conditions.

    Subject to the conditions noted below,  during the  Accumulation  Period the
Contract Owner may transfer amounts in an Individual  Account being  accumulated
in any  investment  option--a  Sub-account  of  Variable  Account  or the  Fixed
Account--to any other investment  option available under the Contracts,  without
charge.  Except with Great American Reserves permission,  a transfer can be made
no more  frequently  than once in any 30-day period,  and only one transfer from
the Fixed  Account is  permitted  in any  six-month  period with no more than 20
percent of the Fixed Account value  transferred at one time.  Transfers  between
Sub-accounts  and  changes in  allocations  may be made  either in writing or by
telephone (if a telephone authorization request has been completed).


      Transfers must be made by written authorization from the Contract Owner or
from the person  acting for the Contract  Owner as an  attorney-in-fact  under a
power-of-  attorney if permitted  by state law. The Contract  Owner must request
telephone  transfers on forms provided by Great American Reserve. By authorizing
Great American Reserve to accept  telephone  transfer  instructions,  a Contract
Owner agrees to accept and be bound by the conditions and procedures established
by Great  American  Reserve  from time to time.  We have  instituted  reasonable
procedures  to confirm  that any  instructions  communicated  by  telephone  are
genuine.  All telephone calls will be recorded,  and the caller will be asked to
produce your  personalized data prior to our initiating any transfer requests by
telephone.  Additionally, as with other transactions, you will receive a written
confirmation of your transfer.  If reasonable  procedures are employed,  neither
Great American Reserve nor Conseco Equity Sales,  Inc.  ("Conseco Equity Sales")
will be liable for following telephone instructions which it reasonably believes
to be genuine.  Written transfer requests may be made by a person acting for the
Contract Owner as an attorney-in-fact under a power-of-attorney.


      Transfer  requests  received by Great American Reserve before the close of
trading on the New York Stock Exchange  (currently 4:00 p.m.  eastern time) will
be initiated at the close of business that day. Any request  received later will
be initiated at the close of the next business day.

    DOLLAR COST  AVERAGING.  Great  American  Reserve  administers a Dollar Cost
Averaging  ("DCA")  program which enables a Contract Owner to transfer the value
from the Fixed Account or Money Market  Sub-account to another investment option
on a predetermined and systematic  basis. The DCA program is generally  suitable
for Contract Owners making a substantial  deposit to the Contract and who desire
to control the risk of investing at the top of a market  cycle.  The DCA program
allows such investments to be made in equal  installments over time in an effort
to reduce such risk.

    REBALANCING.  Rebalancing  is a  program,  which if  elected,  provides  for
periodic pre-authorized automatic transfers during the Accumulation Period among
the Sub- Accounts pursuant to written instructions from the Contract Owner. Such
transfers  are made to maintain a  particular  percentage  allocation  among the
Portfolios as selected by the Contract Owner.  Amounts in the Fixed Account will
not be transferred  pursuant to the Rebalancing Program. The Contract Value must
be at least $5,000 to have transfers made pursuant to the Program.  Any transfer
made  pursuant to the Program must be in whole  percentages  in one (1%) percent
allocation increments.  The maximum number of Sub-Accounts which can be used for
rebalancing is fifteen (15). A Contract Owner may select quarterly,  semi-annual
or annual  Rebalancing,  on the date requested by the Contract Owner.  Transfers
made  pursuant  to the  Rebalancing  Program  are  not  taken  into  account  in
determining any Transfer Fee. There is no fee for  participating in the Program.
The Company reserves the

                                                                              26
<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------

right to terminate, modify or suspend the Rebalancing Program at any time.

      SWEEPS. Sweeps are the transfer of the earnings from
the Fixed Account investment option into another
investment option on a periodic and systematic basis.

    VALUE OF AN INDIVIDUAL ACCOUNT. The number of Accumulation Units credited to
an Individual  Account will not be changed by any subsequent change in the value
of an Accumulation  Unit, but the dollar value of an Accumulation  Unit may vary
from Valuation Period to Valuation  Period to reflect the investment  experience
of the appropriate  investment option. The value of an Individual Account at any
time prior to the  commencement  of the Annuity  Period can be determined by (a)
multiplying  the total number of  Accumulation  Units credited to the Individual
Account for each investment  option,  respectively,  by the appropriate  current
Accumulation  Unit value; and (b) totaling the resulting values for each portion
of  the  Individual  Account.  There  is no  assurance  that  the  value  of the
Individual Account will equal or exceed the Purchase Payments made. The Contract
Owner will be advised at least annually as to the number of  Accumulation  Units
which are credited to the Individual  Accounts,  the current  Accumulation  Unit
values, and the values of the Individual Accounts.

    NET INVESTMENT FACTOR FOR EACH VALUATION PERIOD.  The Variable Account value
will  fluctuate in  accordance  with the  investment  results of the  underlying
eligible  Funds.  In order to determine how these  fluctuations  affect Contract
value,  an  Accumulation  Unit value is utilized.  Each  Sub-account has its own
Accumulation  Units and value per Unit.  The Unit  value  applicable  during any
Valuation Period is determined at the end of that period.

      When eligible  Fund shares were first  purchased on behalf of the Variable
Account,  Accumulation  Units  were  valued  at  $1.00  each.  The  value  of an
Accumulation  Unit for each  Sub-account at any Valuation  Period  thereafter is
determined  by  multiplying  the value for the prior period by a net  investment
factor. This factor may be greater or less than 1.0; therefore, the Accumulation
Unit may increase or decrease from Valuation  Period to Valuation  Period. A net
investment  factor for each Sub-account is calculated by dividing (a) by (b) and
then subtracting (c) (i.e., (a/b) - c), where:

     (a) is equal to:

         (i)  the net asset value per share of the eligible
         Portfolio at the end of the Valuation Period; plus

         (ii) the  per-share  amount of any  distribution  made by the  eligible
         Portfolio if the  "ex-dividend"  date occurs during that same Valuation
         Period.

     (b) is the net asset value per share of the eligible Portfolio
         at the end of the prior Valuation Period.

     (c) is equal to the Valuation Period  equivalent of the per- year mortality
         and  expense  risk  charge as  indicated  in  the  "Summary  -  Charges
         and Deductions" table.


    INFORMATION  ON THE FIXED  ACCOUNT.  Because of exemptive  and  exclusionary
provisions,  interests in the Fixed Account of the general account have not been
registered  under the Securities Act of 1933 (the "1933 Act"),  nor is the Fixed
Account of the general  account  registered as an  investment  company under the
1940 Act. Accordingly, neither the Fixed Account of the general account of Great
American Reserve nor any interest therein is generally subject to the provisions
of the 1933 or 1940 Acts, and we have been advised that the staff of the SEC has
not  reviewed  the  disclosures  in this  Prospectus  that  relate  to the fixed
portion.  Disclosures  regarding  the Fixed  Account  of the  Contracts  and the
general account of Great American  Reserve,  however,  may be subject to certain
generally  applicable  provisions of the federal securities laws relating to the
accuracy and completeness of statements made in prospectuses.


    In  addition  to  the 30  variable  investment  options  described  in  this
Prospectus,  the  Contracts  have a Fixed Account  available  for  allocation of
Purchase  Payments.  Generally,  the information in the Section called Contracts
applies  in a  like  manner  to the  Fixed  Account.  However,  there  are  some
differences.


    The Fixed Account  operates like a traditional  annuity.  Fixed Annuity Cash
Values increase based on interest rates


                                                                              27

<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------

that may change from time to time but are guaranteed by Great American  Reserve.
Interest  is credited  daily and  compounded  annually.  Purchase  Payments  and
transfers  to the Fixed  Account  become  part of the  general  account of Great
American Reserve. In contrast,  Purchase Payments and transfers for the Variable
Account are applied to segregated  asset accounts;  they are not commingled with
Great American Reserves main portfolio of investments that support fixed annuity
obligations.  The gains  achieved  or losses  suffered by the  segregated  asset
accounts have no effect on the Fixed Account.

    The Contracts  allow you to transfer  Contract  Values between the Fixed and
Variable Accounts, but such transfers are restricted as follows:

     1. You may transfer  Contract Values from the Variable Account to the Fixed
     Account once in any 30-day period.

     2. You may transfer  Contract Values from the Fixed Account to the Variable
     Account  once in any six- month  period subject to a limit of 20 percent of
     the Fixed Account value.

     3. No transfers  may be made from the Fixed  Account once annuity  payments
     begin.

    The administrative charge and the mortality and expense risk charge based on
the value of each  Sub-account  do not apply to  values  allocated  to the Fixed
Account.

    If you buy the  annuity  as a TSA or  certain  other  qualified  plans,  the
Contract  will  contain a provision  that allows a loan to be taken  against the
Contract Values allocated to the Fixed Account. Loan provisions are described in
detail in the Contract.

    WITHDRAWALS.  The Contract  permits the Contract  Owner to withdraw all or a
portion  of the  Contract  at any  time.  The  value  of the  Contract  will  be
determined as of the date a written  request for withdrawal is received by Great
American Reserve at its  Administrative  Office or a later date specified by the
Contract  Owner in the request.  The  Redemption  Payment  shall be the value of
Accumulation Units then credited to Individual Accounts under the Contract, less
applicable   withdrawal   charges,   any  outstanding   loans,   and  applicable
administrative  fees.  With respect to any  Individual  Account value or portion
thereof  which has been  applied to provide  annuity  payments,  Great  American
Reserve will continue to make annuity  payments under the option  selected until
its obligation to make such payments terminates (see Annuity Provisions).

    An  Individual  Account may be fully or partially  withdrawn by the Contract
Owner at any time prior to the  commencement of annuity  payments subject to any
restrictions  of the Code.  For  certain  qualified  contracts,  exercise of the
withdrawal  right  may  be  restricted  and  may  require  the  consent  of  the
participants spouse as required under the Code and regulations thereunder. Where
amounts  in an  Individual  Account  are  being  accumulated  in more  than  one
investment  option, a request for partial  withdrawal must specify the manner in
which the Amount Redeemed is to be allocated between the investment options.

    Redemption  Payments will normally be made within seven days after a written
request is received at the Administrative  Office of Great American Reserve,  or
within seven days after such later date  specified by the Contract  Owner in the
request. Payment may be subject to
postponement as described below.

    With respect to the portion accumulated on a variable basis,  payment may be
postponed (1) for any period during which the New York Stock  Exchange is closed
(other than customary  weekend and holiday  closings) or during which trading on
the New York Stock  Exchange is  restricted;  (2) for any period during which an
emergency exists as a result of which disposal of securities held in one or more
of the Funds is not reasonably  practicable or it is not reasonably  practicable
for the assets of a Fund to be fairly determined;  or (3) for such other periods
as the SEC may by order  permit for the  protection  of  security  holders.  The
conditions  under which trading shall be deemed to be restricted or an emergency
deemed to exist shall be determined by the rules and regulations of the SEC.

    Withdrawals  from  the  Contract  may  be  subject  to  a  penalty  tax  and
withdrawals  are permitted  from  Contracts  issued in  connection  with certain
qualified plans only under limited circumstances (see Federal Tax Matters)

    SYSTEMATIC  WITHDRAWAL PLAN. Great American Reserve administers a Systematic
Withdrawal  Plan (SWP) which enables a Participant to  pre-authorize  a periodic
exercise of

                                                                              28

<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------

the contractual withdrawal rights described above.  Participants entering into a
SWP agreement  instruct Great American Reserve to withdraw a level dollar amount
from  specified  investment  options  on a  periodic  basis.  The  total  of SWP
withdrawals in a Contract Year is limited to free  withdrawal  amounts to ensure
that no withdrawal  charge will ever apply to a SWP withdrawal (see  "Withdrawal
Charge"). If an additional  withdrawal is made from a Contract  participating in
SWP, the SWP will terminate automatically and may be reinstated only on or after
a written request to Great American  Reserve.  SWP is not available to Contracts
participating  in the  dollar  cost  averaging  program  or for  which  Purchase
Payments are automatically deducted from a bank account on a periodic basis. SWP
is only available for withdrawals  free of withdrawal  charges.  SWP withdrawals
may,  however,  be  subject  to the 10  percent  federal  tax  penalty  on early
withdrawals  and  to  income  tax  (see  "Federal  Tax  Matters").  Participants
interested in SWP may elect to participate in this program by written request to
Great American Reserves Administrative Office.

    CHECK  WRITING.  A Contract  Owner over age 59 1/2 and invested in the Money
Market Sub-account may authorize Great American Reserve to withdraw amounts from
the Money Market Sub-account by check by completing the required forms requested
from Great American Reserve.  Once the forms are properly completed,  signed and
returned  to Great  American  Reserve,  a supply of  checks  will be sent to the
Contract  Owner.  These checks may be made payable by the Contract  Owner to the
order of any person in any amount of $250 or more. When a check is presented for
payment, full and fractional  Accumulation Units required to cover the amount of
the check and any  applicable  contract  charges are withdrawn from the Contract
Owner's  Individual  Account by Great  American  Reserve  at the next  Valuation
Period.  Checks will not be honored for  withdrawal of  Accumulation  Units held
less than 15 calendar days, unless such Accumulation Units have been paid for by
bank wire.  If the amount of the check is greater than the proceeds of the Money
Market Sub- account held in the  Individual  Account,  the check is returned and
the  Contract  Owner may be subject to  additional  charges.  The check  writing
privilege may be terminated or suspended at any time by Great American  Reserve.
There is an  additional  charge for this service to the Contract  Owner by Great
American Reserve. A "stop payment" system is not available on these checks.

    LOANS.  Your contract may contain a loan provision issued in connection with
certain  qualified  plans.  Owners of such  Contracts may obtain loans using the
Contract as the only  security for the loan.  Loans are subject to provisions of
the Code and to applicable retirement program rules. Tax advisers and retirement
plan fiduciaries  should be consulted prior to exercising loan privileges.  Loan
provisions are described in detail in the Contract.

    The amount of any loans will be deducted  from the death  benefit (see Death
Benefits).  In addition,  a loan,  whether or not repaid,  will have a permanent
effect on the Contract  Value because the  investment  results of the investment
accounts will apply only to the unborrowed  portion of the Contract  Value.  The
longer  the loan is  outstanding,  the  greater  the effect is likely to be. The
effect could be favorable or unfavorable.  If the investment results are greater
than the rate being  credited on amounts held in the loan account while the loan
is outstanding, the Contract Value will not increase as rapidly as it would have
if no loan was  outstanding.  If  investment  results  are below that rate,  the
Contract  Value  will be  higher  than it  would  have  been if no loan had been
outstanding.

CONTRACT CHARGES

    PREMIUM TAXES.  Any premium tax due will be deducted from Purchase  Payments
or from Individual  Account values at the annuity  commencement  date or at such
other time as determined by Great American Reserve. The current range of premium
taxes in  jurisdictions  in which the  Contracts  are made  available  is from 0
percent to 3.5 percent.

    ADMINISTRATIVE   CHARGE.   During  the   Accumulation   Period,   an  annual
administrative fee is deducted on each July 2 from the Individual Account value.
If an  Individual  Account is fully  surrendered  prior to the  commencement  of
annuity payments,  the annual  administrative fee will be deducted from proceeds
paid; provided, however, that in no event will the amount of such administrative
fee deduction exceed 2 percent of the surrender value of the Individual  Account
when it is fully  surrendered.  This  administrative fee is also assessed at the
time the Accumulation Value is applied to provide an annuity. The administrative
fee deduction is made first from amounts accumulated in the Fixed Account; if no
or an insufficient value exists in the


                                                                              29

<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------

Fixed  Account,  any balance  will then be  deducted  from the  Sub-accounts  of
Variable Account.  The fee is $20 for flexible premium payment Contracts and $25
for single premium payment Contracts. These administrative fees have been set at
a level  that  will  recover  no more  than the  actual  costs  associated  with
administering the Contracts.

    MORTALITY  AND EXPENSE  RISK  CHARGE.  Great  American  Reserve  makes daily
deductions from the variable  portion of a Contract at an effective  annual rate
equal to 1.00  percent of the value of the assets of  Variable  Account  for the
mortality and expense risks assumed by Great  American  Reserve.  Great American
Reserve  performs  all  administrative  functions  and pays  all  administrative
expenses  with  respect to the  Contracts.  These  expenses  include but are not
limited to salaries,  rents, postage,  telephone,  travel, legal,  actuarial and
accounting fees,  office  equipment and stationery.  Great American Reserve also
provides the death benefits  under the Contracts.  The amounts are deducted from
the assets of Variable Account in accordance with the Contracts.

    Variable  Annuity payments made under the Contracts vary with the investment
performance of the  Sub-accounts  of Variable  Account,  but are not affected by
Great American Reserve's actual mortality experience among Annuitants.  The life
span of the Annuitant,  or changes in life expectancy in general,  do not affect
the monthly annuity payments payable under the Contracts.

    If  Annuitants  live longer  than the life  expectancy  determined  by Great
American  Reserve,  Great American Reserve provides funds from its general funds
to make annuity  payments.  Conversely,  if longevity among  Annuitants is lower
than Great American Reserve determined,  Great American Reserve realizes a gain.
This is the mortality expense risk.

    Great  American  Reserve  also  assumes  the risk,  the expense  risk,  that
deductions  provided for in the Contracts for sales and administrative  expenses
may not be enough to cover actual costs.  Where the deductions are not adequate,
Great  American  Reserve will pay the amount of any  shortfall  from its general
funds.  Any amounts paid by Great  American  Reserve may consist of, among other
things, proceeds derived from mortality and expense risk charges.

    WITHDRAWAL CHARGE. Ten percent of the single premium payment Contract may be
withdrawn  without  payment of a withdrawal  charge each year beginning with the
second  Contract  year.  Ten  percent  of the total  accumulation  of a flexible
premium  payment  Contract  may be  withdrawn  without  payment of a  withdrawal
charge,  but not more  than one  withdrawal  may be made in any  calendar  year.
Termination  of  either  Contract  or a  partial  withdrawal  in excess of these
limitations may subject the value of the amount surrendered  ("Amount Redeemed")
to a withdrawal  charge. The deduction for withdrawal charges will be calculated
on the amount  withdrawn in excess of 10 percent to  determine  the amount to be
paid  ("Redemption  Payment").  For  flexible  premium  payment  contracts,  the
deduction for the first  withdrawal in a contract year will be calculated on the
amount withdrawn in excess of 10 percent of the total current accumulation.  For
the second or subsequent  withdrawals in a Contract year, the withdrawal  charge
will be calculated on the total amount of each withdrawal.  No withdrawal charge
is made from annuity  payments under an option  involving  lifetime  payments or
from amounts paid due to the death of a Participant.  Any applicable  withdrawal
charge will be made if the number of years selected is less than five.

    The withdrawal  charge will be a percentage of the Amount Redeemed,  ranging
from 8 percent to 0 percent  depending on the type of Contract and the length of
time  the  Contract  has  been  outstanding.  In no  event,  however,  will  the
cumulative  deductions  exceed 8.5 percent of the cumulative  Purchase  Payments
made. Until such percentage  reaches zero, it is possible that the actual dollar
amount of the withdrawal  charge will increase,  even though the percentage will
decline,  because of the increased  Accumulation  Value of the Contract.  If the
cost of selling the Contracts is greater than the withdrawal  charge  collected,
the deficiency will be made up out of Great American  Reserve's  general account
assets which may include  profits  derived from the  mortality  and expense risk
fees.


                                                                              30

<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
WITHDRAWAL CHARGE
                                                                                   SINGLE PREMIUM                FLEXIBLE PREMIUM
CONTRACT YEAR                                                                    PAYMENT CONTRACT                PAYMENT CONTRACT
====================================================================================================================================


    <S>                                                                                       <C>                              <C>
     1.........................................................................................7%                              8%
     2.........................................................................................6%                              7%
     3.........................................................................................5%                              6%
     4.........................................................................................4%                              5%
     5.........................................................................................3%                              4%
     6.........................................................................................0%                              3%
     7.........................................................................................0%                              2%
     8.........................................................................................0%                              1%
     Thereafter................................................................................0%                              0%
====================================================================================================================================
</TABLE>


No withdrawal charge is applicable to Individual  Accounts  surrendered upon the
death of the Participant. Redemptions are made on a last-in, first-out basis.


EXAMPLES:

(1)  Complete withdrawal of an Individual Account under a single premium payment
     Contract during the third Contract year:

<TABLE>
<CAPTION>
          VALUE OF CONTRACT                SINGLE
      OR INDIVIDUAL ACCOUNT               PREMIUM                      WITHDRAWAL           ADMINISTRATIVE              REDEMPTION
          (AMOUNT REDEEMED)               PAYMENT                          CHARGE           FEE DEDUCTION*                 PAYMENT
          -----------------               -------                          ------           --------------                 -------
<S>                 <C>                   <C>                 <C>                                      <C>                 <C>    
                    $11,800               $10,000             $540 (5% x $10,800)                      $25                 $11,235
</TABLE>

*Applicable to full withdrawals only.

(2)  Partial  withdrawal of Individual  Account under a single  premium  payment
     Contract during the third Contract year, assuming $1,000 Redemption Payment
     requested in excess of the 10 percent no penalty withdrawal:
<TABLE>
<CAPTION>
                     AMOUNT                      AMOUNT                       WITHDRAWAL                         REDEMPTION
                  REQUESTED                    REDEEMED                           CHARGE                            PAYMENT
                  ---------                    --------                           ------                            -------
<S>               <C>                         <C>                            <C>                                  <C>      
                  $1,000.00                   $1,052.63                      $52.63 (5%)                          $1,000.00
</TABLE>

     In order to make a Redemption Payment of $1,000 in excess of the 10 percent
no penalty  withdrawal,  the  Amount  Redeemed  must be greater  than the Amount
Requested  by the  amount of the  withdrawal  charge.  The  Amount  Redeemed  is
calculated by dividing (a) the Amount  Requested  ($1,000) by (b) 1.00 minus the
deduction rate of 5 percent (or .95), which produces $1,052.63. The value of the
Individual Account will be reduced by this amount.

                                                                              31

<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------

    EXPENSE  GUARANTEE  AGREEMENT.  Pursuant to the Combination,  Great American
Reserve issued an endorsement with respect to each existing Contract outstanding
immediately prior to the effective time of the Combination guaranteeing that the
total of the  investment  management  fees  charged  against  the Common  Stock,
Corporate  Bond,  and Money Market  Portfolios of the Conseco Series Trust whose
shares are purchased by Variable  Account,  plus the mortality and expense risk,
administrative   and  any  other   charges   imposed  upon  the  assets  of  the
corresponding  Sub-accounts of Variable Account,  will not exceed an amount that
is equal to the total  amount of the same  charges  that would have been imposed
under the Contracts  had the  Combination  not occurred (the "Expense  Guarantee
Agreement").   Accordingly,   Great  American  Reserve  will  reimburse  to  the
appropriate  Sub-account  of  Variable  Account an amount  that  represents  the
difference  between the investment  management  fees charged  Variable  Account,
Annuity  Fund or  Account D, as  applicable,  prior to the  Combination  and the
amount of such fees charged to the Conseco Series Trust,  plus any other charges
in excess of those that  would have been  incurred  if the  Combination  had not
taken place. The mortality and expense risk and administrative  charges will not
change,  and any other charges imposed on the assets of Variable Account are not
expected to be more than before the  Combination.  Great  American  Reserve will
not,  however,  assume  extraordinary or  non-recurring  expenses of the Conseco
Series  Trust,  such as legal  claims  and  liabilities,  litigation  costs  and
indemnification  payments  in  connection  with  litigation.  Also,  the Expense
Guarantee  Agreement  will not apply to any  federal  income tax if the  Conseco
Series  Trust  fails  to  qualify  as a  "regulated  investment  company"  under
applicable  provisions of the Code. The Expense Guarantee  Agreement,  described
above,  also applies to Contracts issued after the  Combination.  Great American
Reserve,  however, may eliminate the Expense Guarantee Agreement with respect to
Contracts issued in the future.

    OTHER CHARGES.  Currently,  no charge is made against  Variable  Account for
Great American  Reserve's  federal  income taxes,  or provisions for such taxes,
that may be attributable to Variable Account.  Great American Reserve may charge
each  Sub-account of Variable  Account for its portion of any income tax charged
to the Sub-account or its assets. Under present laws, Great American Reserve may
incur state and local taxes (in addition to premium taxes) in several states. At
present,  these taxes are not  significant.  If they  increase,  however,  Great
American  Reserve may decide to make  charges for such taxes or  provisions  for
such taxes against Variable  Account.  Any such charges against Variable Account
or its Sub-accounts could have an adverse effect on the investment experience of
such Sub- accounts.

     DEATH  BENEFITS.  In the event the Annuitant dies before  annuity  payments
commence,   Great  American  Reserve  will  pay  the  Contract  Value  less  any
outstanding loans to the beneficiary named in the Contract  determined as of the
Valuation  Period in which  proof of death  acceptable  to us is received at our
Administrative Office.


     Generally,  the  distribution  of  the  Contract  Owner's  interest  in the
Contract must be made within five years after the Contract Owner's death. If the
beneficiary is an individual,  in lieu of distribution  within five years of the
Contract  Owner's death,  distribution may generally be made as an annuity which
begins  within one year of the  Contract  Owner's  death and is payable over the
life of the beneficiary or over a period not in excess of the life expectancy of
the beneficiary. If the Contract Owner's spouse is the beneficiary,  that spouse
may  elect  to  continue  the  Contract  as the new  Contract  Owner  in lieu of
receiving the  distribution.  In such a case, the distribution  rules applicable
when a Contract Owner dies will apply when that spouse,  as the Contract  Owner,
dies. In the case of a qualified contract,  except for IRAs and the five-percent
owners of an  employer,  the date on which  distributions  are required to begin
must be no later than April l of the first  calendar year following the later of
(a) the  calendar  year in which  the  Annuitant  attains  age 70 1/2 or (b) the
calendar year in which the Annuitant  retires.  Distributions  from IRAs and for
five-percent  owners  must  begin no later  than  April 1 of the  calendar  year
following  the  calendar  year in which  the IRA  holder or  five-percent  owner
attains age 70 1/2. In the case of a Contract  involving  more than one Contract
Owner, the death of any Contract Owner shall cause this section to apply.


     In lieu of a lump-sum payment,  the death proceeds may be applied under any
of the annuity options available in the Contract.

     RESTRICTIONS UNDER OPTIONAL RETIREMENT  PROGRAMS.  PARTICIPANTS IN OPTIONAL
RETIREMENT  PROGRAMS can redeem their  interest in a Variable  Annuity  Contract
only upon (1)  termination  of employment in all public  institutions  of higher
education  as  defined  by  applicable  law,  (2)  retirement,   or  (3)  death.
Accordingly,   a  Participant  may  be  required  to  obtain  a  certificate  of

                                                                              32

<PAGE>

                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------

termination  from his  employer  before he can redeem his  interest.  Currently,
these  restrictions  apply to the participants of the Florida and Texas Optional
Retirement Program.

     RESTRICTIONS  UNDER  SECTION  403(b)  PLANS.  Section  403(b)  of the  Code
provides that  distributions  (including  surrenders,  partial  withdrawals  and
contract  proceeds) under an annuity policy  attributable to contributions  made
pursuant to a salary  reduction  agreement shall not begin prior to the time the
employee

(a)  attains  age 59 1/2,  separates  from the  service of his or her  employer,
     dies, or becomes disabled; or

(b)  suffers  a  financial  hardship,   as  defined  in  then-current  Code  and
     regulations; or


(c)  is a  party  to a  divorce  settlement  pursuant  to a  qualified  domestic
     relations order.


     Such Section only applies to distributions  attributable to amounts accrued
under any such policy after December 31, 1988.

     Such Section further  provides that, in the event of a financial  hardship,
any  distribution  made from any such policy shall consist only of contributions
made pursuant to a salary  reduction  agreement and shall not include any income
attributable to such contributions.

B. ANNUITY PROVISIONS

     ELECTING  THE ANNUITY  PERIOD AND FORM OF  ANNUITY.  For  deferred  annuity
Contracts,  the date annuity payments are to commence and the annuity option are
elected by the Contract Owner. Changes in such elections may be made at any time
up to 30 days prior to the date  annuity  payments  are to commence by notice to
Great  American  Reserve.   If  no  such  elections  are  made,   payments  will
automatically  begin  on the  first  day of the  month  or  coinciding  with the
annuitant's  attainment  of age 65 under a  lifetime  annuity  with 120  monthly
payments certain,  and the value of the Contract Owner's Individual Account will
be based  upon the  value  in the  Sub-accounts  of  Variable  Account  applied,
separately, to provide variable annuity payments.

     By giving written  notice to Great American  Reserve at least 30 days prior
to the commencement of annuity payments,  the Contract Owner may elect to change
(a) the annuity option to any of the optional annuity forms described below, and
(b) the manner in which the value of a Contract Owner's Individual Account is to
be applied to provide annuity payments (for example,  an election that a portion
or all of the  amounts  accumulated  on a  variable  basis be applied to provide
fixed  annuity  payments or vice versa).  Once  annuity  payments  commence,  no
changes may be elected by the Contract Owner.

     No  election  may be made  that  would  result in a first  monthly  annuity
payment  of less than $25 if  payments  are to be on a fully  fixed or  variable
basis,  or less than $25 on each basis if a  combination  of variable  and fixed
annuity payments is elected. If at any time payments are or become less than $25
per  monthly  payment,  Great  American  Reserve  has the  right to  change  the
frequency of payment to such  interval as will result in annuity  payments of at
least $25 each,  except that  payments  shall not be made less  frequently  than
annually.

     See  "Federal Tax  Matters"  for  information  on the federal tax status of
annuity payments or other settlements in lieu thereof.

ANNUITY OPTIONS

     FIRST OPTION-LIFE  ANNUITY.  An Annuity payable monthly during the lifetime
of the  Annuitant  and ceasing  with the last  monthly  payment due prior to the
death of the  Annuitant.  Of the first three  options,  this  option  offers the
maximum level of monthly  payments  since there is no minimum number of payments
guaranteed (nor a provision for a death benefit  payable to a  beneficiary).  It
would be possible  under this option to receive only one annuity  payment if the
Annuitant died prior to the due date of the second annuity payment.

     SECOND   OPTION-LIFE   ANNUITY  WITH  120,  180  OR  240  MONTHLY  PAYMENTS
GUARANTEED. An Annuity payable monthly during the lifetime of the Annuitant with
the guarantee  that if, at the death of the  Annuitant,  payments have been made
for less than 120,  180 or 240 months,  as  elected,  annuity  payments  will be
continued  during the remainder of such period to the beneficiary  designated by
the Contract  Owner.  If no beneficiary is  designated,  Great American  Reserve
will,  in  accordance  with the  Contract  provisions,  pay in a lump sum to the

                                                                              33
<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------

Annuitant's  estate the present value, as of the date of death, of the number of
guaranteed annuity payments remaining after that date,  computed on the basis of
the assumed net investment  rate used in determining  the first monthly  payment
(See "Determination of Amount of the First Monthly Variable Annuity Payment").

     Because it provides a specified  minimum number of annuity  payments,  this
option results in somewhat lower payments per month than the First Option.

     THIRD  OPTION-DEFERRED  INCOME (FLEXIBLE PREMIUM CONTRACT ONLY). An annuity
payable monthly,  quarterly,  semiannually,  or annually with a lump sum paid to
the designated beneficiary at the Annuitant's death. Under this option the total
accumulation value of the contract will be deposited in the Fixed Account on the
Annuity Date and payments  will be equal to the net Fixed Account rate of return
for the period multiplied by the amount remaining on deposit.

     FOURTH  OPTION-JOINT  AND LAST SURVIVOR LIFE  ANNUITY.  An Annuity  payable
monthly  during the joint  lifetime of the  Annuitant  and a  designated  second
person, and thereafter during the remaining  lifetime of the survivor.  Payments
to the survivor will be at the rate of 100 percent,  75 percent,  66 2/3 percent
or 50 percent of the amount which would have been payable to the Annuitant,  the
applicable rate being elected at the time this option is elected. This option is
designed  primarily for couples who require the maximum possible payments during
their joint lives and are not concerned with providing for  beneficiaries at the
death of the last to survive.  Under current law,  this option is  automatically
provided  for a  participant  in a pension  plan who is married  and for married
participants in most other qualified plans;  however, a married  participant may
waive the joint and last survivor annuity during the appropriate election period
if such  participant's  spouse consents in writing  (acknowledging the effect of
such consent) to such waiver.


     FIFTH  OPTION-PAYMENTS  FOR A DESIGNATED PERIOD.  Payments are made for the
number  of years  selected,  which  may be from one  through  30.  However,  any
applicable  withdrawal  charges will be made if the number of years  selected is
less than five. If elected on a variable basis,  payments under this option will
vary monthly in accordance  with the net investment rate of the Sub- Accounts of
Variable  Account.  Should the  Annuitant  die before  the  specified  number of
monthly  payments is made,  the remaining  payments will be commuted and paid to
the designated  beneficiary  in one sum, or (provided the commuted  amount is at
least $5,000 and distribution of the value of the total accumulation is not less
rapid than the rate of payment  for the  designated  period)  said amount at the
beneficiary's election will be payable under either of the first two options.


     To the extent that this option is effected on a variable basis, at any time
during the payment period the Contract Owner may elect that the remaining  value
(1) be paid in one sum, or (2) provided  that the value is at least  $5,000,  be
applied  to effect a  lifetime  annuity  under one of the  first  three  options
described  above.  Since the Contract Owner may elect a lifetime  annuity at any
time,  the annuity rate and expense risks  continue  during the payment  period.
Accordingly,  deductions  for  these  risks  will  continue  to be made from the
Individual Account values.

     SIXTH  OPTION-PAYMENTS OF A DESIGNATED DOLLAR AMOUNT.  Monthly,  quarterly,
semiannual,  or annual payments of a designated dollar amount are made until the
Individual  Account  value applied  under this option,  adjusted each  Valuation
Period to reflect investment experience,  is exhausted within a minimum of three
years and a maximum of 20 years.  The designated  amount of each installment may
not be less than $75 per year per $1,000 of Individual  Account  value  applied.
Should the Annuitant die before the value is exhausted, the remaining value will
be paid to the beneficiary in one sum.

     To the extent that this option is effected on a variable basis, at any time
during the payment period the Contract Owner may elect that the remaining  value
be  applied  to effect a  lifetime  annuity  under one of the first two  options
described above. The Contract Owner, or in the case the Contract Owner shall not
have done so, the beneficiary  shall elect an annuity option for distribution of
any amount on deposit at the date of an Annuitant's  death, and the distribution
will be made at least as rapidly as during the life of the Annuitant.  Since the
Contract  Owner may elect a lifetime  annuity at any time,  the annuity rate and
expense risks continue  during the payment period.  Accordingly,  deductions for
these risks will continue to be made from the Individual Account values.

     Additional  options  may be  available  in the  case of  certain  contracts
purchased prior to 1983, which contracts are no longer offered for sale.

                                                                              34

<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------

     DETERMINATION OF AMOUNT OF THE FIRST MONTHLY VARIABLE ANNUITY PAYMENT. When
annuity payments commence,  the value of the Individual Account is determined as
the total of the  product(s) of (a) the value of an  Accumulation  Unit for each
investment  medium  at the  end  of  the  second  Valuation  Period  immediately
preceding the Valuation Period in which the first annuity payment is due and (b)
the number of Accumulation Units credited to the Individual Account with respect
to each  investment  medium as of the date the Annuity is to  commence.  Premium
tax, if assessed at such time by the applicable  jurisdiction,  will be deducted
from the Individual  Account value. Any portion of the Individual  Account value
for  which a  fixed  annuity  election  has  been  made is  applied  to  provide
fixed-dollar payments under the option elected.

     The amount of the first monthly variable annuity payment is then calculated
by multiplying  the  Individual  Account value which is to be applied to provide
variable payments by the amount of first monthly payment per $1,000 of value, in
accordance with annuity tables contained in the Contract. The annuity tables are
based on the  Progressive  Annuity Table,  assuming births in the year 1900. For
Annuitants  whose year of birth is after 1915, an "adjusted age" is used,  which
is one year less than actual age. The amount of first monthly payment per $1,000
of  value  varies  according  to the  form of  annuity  selected  (see  "Annuity
Options"),  the age of the Annuitant  (for certain  options) and the assumed net
investment  rate  selected  by the  Contract  Owner.  The  standard  assumed net
investment  rate is 3 1/2 percent per annum;  however,  an alternative 5 percent
per annum,  or such  other  rate as Great  American  Reserve  may offer,  may be
selected prior to the commencement of annuity payments.

     The assumed net investment  rates built into the annuity tables affect both
the amount of the first monthly variable annuity payment and the amount by which
subsequent  payments may increase or  decrease.  Selection of a 5 percent  rate,
rather  than the  standard 3 1/2  percent  rate,  would  produce a higher  first
payment but  subsequent  payments  would  increase  more slowly in periods  when
Annuity Unit values are rising and decrease more rapidly in periods when Annuity
Unit  values  are  declining.  With  either  assumed  rate,  if the  actual  net
investment  rate  during  any two or more  successive  months  were equal to the
assumed rate, the annuity payments would be level during that period.

     If a greater first monthly  payment would result,  Great  American  Reserve
will compute the first monthly  payment on the same  mortality  basis as used in
determining the first payment under immediate annuity contracts being issued for
a similar class of Annuitants at the date the first monthly payment is due under
the Contract.

     VALUE OF AN ANNUITY  UNIT. At the  commencement  of the Annuity  Period,  a
number  of  Annuity  Units  is  established  for the  Contract  Owner  for  each
investment  option on which variable  annuity payments are to be based. For each
Sub-account  of Variable  Account,  the number of Annuity Units  established  is
calculated  by dividing  (i) the amount of the first  monthly  variable  annuity
payment  on that  basis by (ii) the  annuity  unit  value for that basis for the
current  Valuation  Period.  That  number  of  Annuity  Units  remains  constant
throughout the Annuity Period and is the basis for calculating the amount of the
second and subsequent annuity payments.

     The Annuity Unit value is determined  for each Valuation  Period,  for each
investment  option,  and is equal to the  Annuity  Unit value for the  preceding
Valuation Period  multiplied by the product of (i) the net investment factor for
the  appropriate  Sub-account  (see "Net  Investment  Factor for Each  Valuation
Period")  for the  second  preceding  Valuation  Period  and  (ii) a  factor  to
neutralize  the  assumed  net  investment  rate  built into the  annuity  tables
(discussed  under the preceding  caption),  for it is replaced by the actual net
investment  rate in step (i). The daily  factor for a 3 1/2 percent  assumed net
investment  rate is  .99990576;  for a 5  percent  rate,  the  daily  factor  is
 .99986634.

     AMOUNTS OF SUBSEQUENT  MONTHLY  VARIABLE ANNUITY  PAYMENTS.  The amounts of
second and  subsequent  monthly  variable  annuity  payments are  determined  by
multiplying  (i) the number of Annuity Units  established  for the Annuitant for
the applicable  Sub-account by (ii) the Annuity Unit value for the  Sub-account.
If Annuity Units are established for more than one Sub-account,  the calculation
is made  separately  and the results  combined to  determine  the total  monthly
variable annuity payment.

1.   EXAMPLE  OF  CALCULATION  OF  MONTHLY   VARIABLE  ANNUITY   PAYMENTS.   The
     determination  of  the  amount  of the  variable  annuity  payments  can be
     illustrated by the following hypothetical example. The example assumes that
     the monthly  payments are based on the  investment  experience  of only one
     Sub-account.  If payments were based on the  investment  experience of more
     than one Sub-account, the same procedure would be followed to determine the
     portion of the monthly payment attributed to each Sub-account.

                                                                              35

<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------

2.   FIRST  MONTHLY  PAYMENT.  Assume that at the date of  retirement  there are
     40,000  Accumulation  Units credited under a particular  Individual Account
     and that the value of an Accumulation  Unit for the second Valuation Period
     prior to retirement  was  $1.40000000;  this produces a total value for the
     Individual  Account of $56,000.  Assume also that no premium tax is payable
     and that  the  annuity  tables  in the  Contract  provide,  for the  option
     elected,  a first monthly  variable  annuity payment of $6.57 per $1,000 of
     value applied;  the first monthly payment to the Annuitant would thus be 56
     multiplied by $6.57, or $367.92.

     Assume that the Annuity  Unit value for the  Valuation  Period in which the
     first  monthly  payment was due was  $1.30000000.  This is divided into the
     amount of the first  monthly  payment  to  establish  the number of Annuity
     Units for the Participant:  $367.92  /$1.30000000  produces 283.015 Annuity
     Units.  The value of this  number  of  Annuity  Units  will be paid in each
     subsequent month.

3.   SECOND MONTHLY PAYMENT. The current Annuity Unit value is first calculated.
     Assume a net  investment  factor of  1.01000000  for the  second  Valuation
     Period  preceding  the due  date of the  second  monthly  payment.  This is
     multiplied by .99713732 to neutralize the assumed net investment  rate of 3
     1/2  percent per annum  built into the number of Annuity  Units  determined
     above (if an assumed net investment rate of 5 percent had been elected, the
     neutralization   factor  would  be   .99594241),   producing  a  result  of
     1.00710869.  This is then  multiplied  by the  Annuity  Unit  value for the
     Valuation  Period  preceding  the due date of the  second  monthly  payment
     (assume this value to be  $1.30000000)  to produce the current Annuity Unit
     value, $1.30924130.

     The second monthly  payment is then  calculated by multiplying the constant
     number of Annuity  Units by the current  Annuity Unit value:  283.015 times
     $1.30924130 produces a payment of $370.53.

     TRANSFERS  DURING THE ANNUITY PERIOD.  Transfers  during the Annuity Period
may be made upon  written  notice  to Great  American  Reserve  at least 30 days
before  the due date of the first  annuity  payment  for which the  change  will
apply.  Transfers  will be made by converting  the number of Annuity Units being
transferred  to the  number of  Annuity  Units of the  Sub-account  to which the
transfer is made, so that the next annuity  payment if it were made at that time
would  be the  same  amount  that it  would  have  been  without  the  transfer.
Thereafter,  annuity  payments  will  reflect  changes  in the  value of the new
Annuity Units.  Great American Reserve reserves the right to limit, upon notice,
the  maximum  number  of  transfers  a  Contract  Owner  may  make to one in any
six-month period once annuity payments have commenced. In addition, no transfers
may be made from a fixed annuity  option.  Great American  Reserve  reserves the
right to defer the transfer privilege at any time that Great American Reserve is
unable to purchase or redeem shares of the Funds.  Great  American  Reserve also
reserves the right to modify or terminate the transfer  privilege at any time in
accordance with applicable law.

     DEATH  BENEFIT  DURING THE ANNUITY  PERIOD.  If annuity  payments have been
selected  based on an annuity  option  providing  for  payments for a guaranteed
period, and the Annuitant dies during the Annuity Period, Great American Reserve
will make the remaining  guaranteed  payments to the beneficiary.  Such payments
will be made at least as rapidly as under the method of distribution  being used
as of the date of the  Annuitant's  death.  If no beneficiary  is living,  Great
American Reserve will commute any unpaid guaranteed payments to a single sum (on
the basis of the interest  rate used in  determining  the payments) and pay that
single sum to the Annuitant's estate.

OTHER CONTRACT PROVISIONS

     TYPE  OF  CONTRACT.   There  are  two  types  of  Contracts:  (1)  flexible
installment  purchase payment  deferred  annuity  contracts under which Purchase
Payments may be made at such  intervals  as desired,  but are usually made on an
annual, semi-annual, quarterly or monthly basis, under which annuity payments to
the  Annuitant  begin at a point of time in the future,  and (2) single  payment
deferred  annuity  contracts  under which a single payment is made,  under which
annuity payments to the Annuitant begin at a point of time in the future.

     COMPANY APPROVAL.  Each application for a contract is subject to acceptance
by Great American Reserve. Upon


                                                                              36

<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------

acceptance,  a Contract is issued to the Contract Owner and the Purchase Payment
is credited to the Contract Owner's account.  If an application is complete upon
receipt,  the Purchase  Payment will be credited to the Contract Owner's account
within two business  days. If it is not complete,  Great  American  Reserve will
request additional information to complete the processing of the application. If
this is not accomplished  within five business days, Great American Reserve will
return  the  Purchase  Payment to the  applicant  unless  otherwise  instructed.
Subsequent  Purchase Payments will be credited to the Contact Owner's account at
the price next computed after the Purchase Payment is received by Great American
Reserve at its Administrative Office.

     TEN-DAY RIGHT TO REVIEW.  Contracts  allow a "10-day free look" wherein the
Contract Owner or Participant  may revoke the Contract by returning it to either
a Great American Reserve  representative or to Great American Reserve's Variable
Annuity  Department  within 10 days of delivery of the Contract.  Great American
Reserve  deems this period as ending 15 days after a Contract is mailed from its
Variable Annuity Department.  If the Contract is returned under the terms of the
10-day free look,  Great  American  Reserve will refund to the Contract Owner or
Participant  an  amount  equal to all  payments  received  with  respect  to the
Contract, unless a larger refund is required by state law.

     ASSIGNMENT.  A Contract may not be assigned by the Contract Owner, although
permitted,  except when issued on a non-tax-qualified  basis. An assignment of a
non-tax-  qualified  Contract would have tax  consequences to the Contract Owner
(see "Federal Tax Matters").

FEDERAL TAX MATTERS

 A. GENERAL

     The  operations  of Variable  Account form a part of and are taxed with the
operations  of Great  American  Reserve  as a separate  account  under the Code.
Accordingly,  Variable  Account (or any Account thereof) is not separately taxed
as a trust or  corporation  and has not  elected to be  treated as a  "regulated
investment  company"  under  Subchapter  M of the Code.  Investment  income  and
realized  capital  gains on the assets of Variable  Account are  reinvested  and
taken into account in determining the Accumulation and Annuity Unit values,  and
are  automatically  applied to  increase  reserves  under the  Contracts.  Under
existing federal income tax law, separate account  investment income and capital
gains are not taxed.  Therefore,  Variable  Account does not make provisions for
any such taxes.  If changes in the federal tax laws or  interpretations  thereof
were to  result  in  Great  American  Reserve  being  taxed on  income  or gains
attributable to any of Variable  Account or any  Sub-account  thereof or certain
types of Contracts, then Great American Reserve has reserved the right to impose
a charge against Variable Account and its constituent Sub-accounts (with respect
to some or all  Contracts)  in order to  reimburse  itself  for  payment of such
taxes.

B. STATUS OF ANNUITY CONTRACTS


    Section 72 of the Code governs  taxation of  annuities in general.  However,
Section 817(h) of the Code provides that variable annuity  contracts such as the
Contracts will not be treated as annuities unless the underlying investments are
"adequately  diversified"  in  accordance  with  regulations  prescribed  by the
Secretary of the Treasury.  Under the final regulations  adopted by the Treasury
with respect to the  diversification  requirements of Section 817(h),  there are
specific requirements as to the percentage of assets in the account which may be
made up of one or more  investments.  Generally,  an account will be  considered
adequately  diversified if (1) no more than 55 percent of the value of the total
assets of the account is represented by any one investment;  (2) no more than 70
percent of the value of the total  assets of the account is  represented  by any
two investments; (3) no more than 80 percent of the value of the total assets of
the account is  represented  by any three  investments;  and (4) no more than 90
percent of the value of the total  assets of the account is  represented  by any
four  investments.  For purposes of this test, all securities of the same issuer
are  counted  as one  investment.  Great  American  Reserve  believes  that  the
investment  policies of Variable Account and each Sub-account are more stringent
than the  diversification  rules and therefore  that  Variable  Account and each
Sub-account do and will continue to satisfy the  diversification  requirement of
Section 817(h).

    In addition,  pursuant to Section  72(s) of the Code, a Contract will not be
treated as an annuity  contract  for  purposes of Section 72 unless the Contract
provides that (1) if the Contract Owner dies on or after the annuity



                                                                              37

<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------


starting date but prior to the time the entire interest in the Contract has been
distributed, the remaining portion of such interest must be distributed at least
as  rapidly  as under the  method of  distribution  in effect at the time of the
Contract  Owner's death; and (2) if the Contract Owner dies prior to the annuity
starting date, the entire interest generally must be (A) distributed within five
years  after the  death of the  Contract  Owner or (B)  distributed  as  annuity
payments over the life of a designated  beneficiary  (or over a period that does
not extend beyond the life expectancy of a designated beneficiary) and that such
distributions begin within one year of the Contract Owner's death. Section 72(s)
also provides, however, that if the Contract Owner's "designated beneficiary" is
the surviving  spouse of the Contract Owner,  the Contract may be continued with
the surviving  spouse as the new Owner.  Comparable  rules  concerning  required
distributions  plus additional  rules also apply to qualified Plans and to IRAs.
Great American Reserve believes that the Contracts  described in this Prospectus
meet these requirements.

NON-QUALIFIED  CONTRACTS.  Non-qualified Contracts are those Contracts which are
held by individual  purchasers and which are not held as part of the assets of a
qualified pension,  profit sharing,  annuity purchase or other qualified Plan as
described  below.  Under  present  law,  so  long  as  the  Contract  meets  the
requirements  of the Code for treatment as an annuity,  a Contract  Owner is not
taxed on increases in the value of a Contract  until  distributions  occur.  For
this purpose,  distributions  include not only a partial withdrawal,  a complete
surrender of the Contract or annuity  payments under an annuity option  elected,
but also the  receipt of  proceeds  from loans and the  absolute  assignment  or
pledge of any  portion  of the value of a  Contract.  The  income  portion  of a
distribution  is taxed as ordinary  income.  With  respect to  contributions  to
annuity  contracts  after  February 28, 1986,  Section  72(u)  provides  that an
annuity  contract owned by other than a natural person will generally be treated
as not being an annuity contract and, as a result,  the income from the Contract
will be  currently  taxable  to the owner of the  Contract.  The  general  rule,
however,  is subject to several  exceptions  which apply to all deferred annuity
contracts  that are either (1)  acquired by an estate of a decedent by reason of
the death of the decedent;   or (2) held under certain  qualified  Plans; and to
all immediate  annuities.  In Revenue Ruling 92-95, the Internal Revenue Service
indicated that where an annuity  contract was acquired before February 28, 1986,
the  exchange  of  that  annuity  contract  for  a  new  annuity  contract  in a
non-taxable  exchange under Section 1035 did not cause the new annuity  contract
to be treated as acquired after February 28, 1986.

    Generally,  amounts  received  in the case of a partial  withdrawal  under a
Contract  are treated as taxable  income to the extent of the excess of the cash
value of the Contract  immediately before the withdrawal over the "investment in
the Contract" at that time. Any additional amount withdrawn is not taxable. This
general rule does not apply,  however, in the case of a partial withdrawal under
a Contract  issued  before  August 14,  1982,  where the partial  withdrawal  is
allocable  first to the  "investment in the Contract" made before that date. Any
amounts  received  are  treated as taxable  income  only to the extent that such
amounts  exceed  the  "investment  in the  Contract."  In the case of a complete
surrender of any Contract  (whether issued before or after August 14, 1982), the
amounts  received are treated as taxable  income only to the extent such amounts
exceed  the  "investment  in the  Contract".  With  respect to a  Contract,  the
"investment in the Contract" generally equals the portion of any premium paid by
or on behalf of an individual which was not excluded from the individual's gross
income,  reduced by the amount of prior  distributions that were not included in
the individual's gross income. For purposes of determining the amount of taxable
income  that must be  reported  by a Contract  Owner who has  received a partial
distribution,  all  Contracts  issued  to the  Contract  Owner  during  the same
calendar year must be treated as one Contract.

     If  distributions  are made in the form of annuity  payments,  the Contract
Owner's gross income generally does not include that part of any amount received
as an annuity  that bears the same ratio to such amounts as the  "investment  in
the Contract" bears to the expected  return as of the annuity  starting date. In
this respect, prior to the recovery of the investment in the Contract,  there is
generally no tax on the amount of each payment which  represents  this return in
investment;  however,  the  remainder  of each  payment is  taxable as  ordinary
income. After the "investment in the Contract" is recovered,  the full amount of
any  additional  annuity  payments is taxable,  unless an  individual's  annuity
starting  date is prior to January 1, 1987,  in which case the  exclusion  ratio
applies for the entire term of the annuity.

    Section 72(q) also imposes a penalty tax on partial withdrawals and complete
surrenders equal to 10 percent of the amount received that is treated as taxable
income. In general,  the penalty tax does not apply to withdrawals or surrenders
(1)



                                                                              38
<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------

that are made on or after age 59 1/2,  (2) that are made as a result of death or
disability,  (3) that are received in substantially equal installments as a life
annuity,  (4) that are  allocable to the  "investment  in the  Contract"  before
August 14, 1982, or (5) that are received under an immediate annuity.

    Revenue  Ruling 92-95  indicates that  eligibility  for the August 14, 1982,
exception  referred  to in Item (4)  above,  will not be lost if a  pre-existing
contract is  exchanged  for a new  annuity  contract on or after that date in an
exchange which is nontaxable under Section 1035 of the Code. In addition,  Great
American  Reserve does not believe  that an exchange or new  issuance  occurs by
reason of (a) any action permitted by the terms of a pre-existing Contract, such
as a transfer between  investment media or elections of annuity options,  or (b)
the assumption by Great American Reserve in May 1986 of the Contracts originally
issued when Voyager was sponsor of Variable  Account.  Such actions would not be
taxable even if they were exchanges, by reason of Section 1035 of the Code.

    Annuity   distributions   are  generally  subject  to  withholding  for  the
recipient's  income tax liability.  The withholding  rates vary according to the
type  of  distribution.   Recipients,   however,   are  generally  provided  the
opportunity to elect not to have tax withheld from distributions.

    QUALIFIED CONTRACTS.  Qualified Contracts are those contracts which are held
as part of the assets of qualified pension, profit sharing,  annuity purchase or
other qualified Plan as described below. Generally, increases in the value of an
individual's  account under a Contract  purchased in connection with a qualified
Plan are not taxable until  benefits are received.  The rules  governing the tax
treatment of contributions and  distributions  under such Plans, as set forth in
the Code and  applicable  rulings  and  regulations,  are complex and subject to
change.  These rules also vary  according  to the type of Plan and the terms and
conditions of the Plan itself.  Therefore,  no attempt is made herein to provide
more than general  information about the use of Contracts with the various types
of Plans, based on Great American Reserve's understanding of the current federal
tax laws as interpreted by the Internal Revenue Service. Purchasers of Contracts
for use with such a Plan and Plan  Participants and their  beneficiaries  should
consult legal counsel and other competent  advisers as to the suitability of the
Plan and the  Contract  to  their  specific  needs,  and as to  applicable  Code
limitations  and tax  consequences.  Participants  under such Plans,  as well as
Contract  Owners,  Annuitants and  beneficiaries,  should also be aware that the
rights of any person  with any  benefits  under such Plans may be subject to the
terms  and  conditions  of the  Plans  themselves  regardless  of the  terms and
conditions of the Contract. The Code imposes a number of rules for all qualified
Plans,  including  among  other  things,  nondiscrimination  rules,  maximum and
minimum contributions,  distribution dates,  nonforfeitability of interests, and
penalties for  noncompliance.  There are additional  restrictions  for so-called
"top-heavy  plans".  Competent  advisers should be consulted with respect to the
impact  of the Code on the  qualification  of the Plan and the  taxation  of the
employee participating therein.

    Following  are brief  descriptions  of the various types of Plans and of the
use of Contracts in connection therewith.

1.   PUBLIC SCHOOL SYSTEMS AND CERTAIN TAX-EXEMPT  ORGANIZATIONS.  Payments made
     to  purchase  annuity   contracts  by  public  school  systems  or  certain
     tax-exempt  organizations for their employees are excludable from the gross
     income of the  employee  to the  extent  that  aggregate  payments  for the
     employee do not exceed the "exclusion allowance" provided by Section 403(b)
     of the Code, the limits on salary  deferrals  under Section 402 (g), or the
     overall  limits for  excludable  contributions  of Section 415 of the Code.
     Furthermore, the investment results credited to the Account are not taxable
     until benefits are received either in the form of annuity  payments or in a
     single sum.


          If an employee's  Individual Account is surrendered,  usually the full
     amount  received  would be  includable in income for that year and taxed at
     ordinary rates.


2.   QUALIFIED EMPLOYEES' PENSION AND PROFIT-SHARING TRUST AND QUALIFIED ANNUITY
     PLANS.  Contributions  made to purchase  Contracts  by an employer  and the
     earnings on such  contributions for Plans that are qualified under Sections
     401(a)  or  403(a) of the Code are not  taxable  as income to the  employee
     until distributed to him or her. However, the employee may


                                                                              39

<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------

     be required to include these amounts in gross income prior to  distribution
     if the  qualified  Plan  loses its  qualification.  Plans  qualified  under
     Section  401(a) or  403(a)  of the Code are  subject  to  extensive  rules,
     including limitations on maximum contributions or benefits.

    Distributions  of  amounts  not   attributable  to  nondeductible   employee
contributions  are generally  taxable as ordinary income unless the distribution
qualifies for "lump-sum" treatment.

    Under the Code, special considerations apply to Plans covering self-employed
individuals. Such Plans are subject to extensive rules, including limitations on
maximum contributions or benefits involving "key employees" or 5-percent owners,
as well as to special rules  pertaining to "top heavy" Plans.  Purchasers of the
Contracts  for use with  these  Plans  should  seek  competent  advice as to the
suitability of certain types of Plans and the funding contracts to be purchased.


3.   INDIVIDUAL  RETIREMENT  ANNUITIES.  Under  Section  408  of  the  Code,  an
     individual who receives  compensation for personal  services and who either
     (A) does not  participate  in an  employer-sponsored  pension  plan and, if
     married, whose spouse does not participate in an employer-sponsored pension
     plan or (B) does participate in such a plan, or whose spouse does, but does
     not have adjusted gross income in excess of $40,000 for married individuals
     or $25,000 for a single  taxpayer,  may make deductible  contributions in a
     retirement  program  known  as  an  Individual  Retirement  Annuity  or  an
     Individual Retirement Account (each of which is an "IRA"). An individual is
     entitled to an income tax deduction for a  contribution  to an IRA of up to
     the lesser of $2,000 (or $4,000, effective for tax years after December 31,
     1996,  if the IRA is  maintained  for  both the  individual  and his or her
     non-working   spouse)  or  100  percent  of   compensation.   In  addition,
     distributions  from  certain  other IRA Plans,  qualified  Plans or Section
     403(b)  annuities  may,  in whole or in part,  qualify  to be  treated as a
     "rollover" on a tax-deferred basis into an IRA rollover. Distributions from
     IRAs are subject to certain  restrictions.  Distributions  will be taxed to
     the  individual  as  ordinary  income  at the  time  of  distribution.  Any
     distribution  to the individual  before the  individual  attains age 59 1/2
     (except  in the event of death or  disability)  or the  failure  to satisfy
     certain other Code  requirements  may result in adverse tax consequences to
     the individual.


              Individuals  who do participate in an  employer-sponsored  pension
     plan or whose spouse participates in an employer-sponsored pension plan and
     who have adjusted gross income in excess of the above-mentioned amounts may
     generally  participate in an IRA program;  however,  such contributions may
     not be eligible for an income tax deduction.


4.   GOVERNMENT AND TAX-EXEMPT ORGANIZATIONS' DEFERRED COMPENSATION PLANS. 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,
     l998, 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 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.


5.   SIMPLIFIED  EMPLOYEE  PENSION PLANS. An employer may make  contributions on
     behalf of employees to a  simplified  employee  pension Plan as provided by
     Section 408(k) of the Code. The amount of  contributions  and  distribution
     dates are limited by the Code provisions.  All distributions  from the Plan
     will be taxed as ordinary  income.  Any  distribution  before the  employee
     attains  age 59 1/2  (except  in the event of death or  disability)  or the
     failure to satisfy  certain other Code  requirements  may result in adverse
     tax consequences.


6.   SIMPLE  IRAs.  Subject to certain  limitations,  an employer  may adopt the
     Savings  Incentive  Match Plan for Employees  (SIMPLE  Plan).  The simplest
     version of a SIMPLE Plan is the SIMPLE IRA.  Generally,  contributions to a
     SIMPLE IRA are excludable from the employee's income and distributions made
     from a SIMPLE IRA are taxed as  ordinary  income.  The SIMPLE IRA  requires
     either  a  specified   employer   matching   contribution  or  a  qualified
     non-elective  employer  contribution.  Special  rules apply to SIMPLE IRAs,
     including  early  withdrawal  penalty taxes,  that may not apply to IRAs. A
     competent tax advisor should be consulted for additional information before
     an investment is made in a SIMPLE IRA.


                                                                              40
<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------


C. TAXATION OF DISTRIBUTIONS

     The  following  rules  generally  apply  to  distributions  from  Contracts
purchased  in  connection  with the Plans  discussed  above,  other  than IRA or
governmental and tax-exempt organizations' deferred compensation plans.

    The  portion,  if any, of any  contribution  under a Contract  made by or on
behalf of an individual  which is not excluded from the employee's  gross income
(generally, the employee's own non-deductible  contributions) constitutes his or
her  "investment  in the  Contract."  If a  distribution  is made under  certain
qualified contracts in the form of annuity payments, the portion of each payment
that is  excluded  from gross  income and not subject to tax will  generally  be
equal to the total  amount of any  investment  in the Contract as of the annuity
starting  date,  divided  by the  number  of  anticipated  payments,  which  are
determined by reference to the age of the Annuitant;  however,  the remainder of
each payment is taxable as ordinary income. Generally,  after the "investment in
the Contract" is recovered,  the full amount of any additional  annuity payments
is taxable. The dollar amount of annuity payments received in any year in excess
of such return is taxable as ordinary income. In certain circumstances,  tax may
be deferred by rolling over the proceeds to an IRA or another qualified Plan. If
a surrender of or withdrawal from the Contract is effected and a distribution is
made in a single  payment,  the  proceeds  may  qualify  for  special  "lump sum
distribution" treatment under certain qualified Plans as discussed below.

    If an  employee  or  beneficiary  receives  in a single  tax year the  total
amounts  payable with respect to that employee from a Plan and all similar plans
and the benefits are paid as a result of the  employee's  death,  disability  or
separation  from  service  or  after  the  employee  attains  age  59  1/2,  the
distribution may be eligible for the special "five-year averaging" for tax years
beginning before December 31, 1999. A "10-year averaging"  procedure may also be
available to  individuals  who attained 50 before  January 1, 1986.  For further
information regarding these rules, a competent tax advisor should be consulted.


     The  taxation  of  benefits   payable  upon  an  employee's  death  to  his
beneficiary  generally  follows these same  principles,  subject to a variety of
special rules.

    IRA  distributions  generally are subject to withholding for the recipient's
federal  income  tax  liability  at rates  that  vary  according  to the type of
distribution  and the  recipient's tax status.  Generally,  amounts are withheld
from  periodic  payments  at the same  rate as wages and at the rate of 10% from
non-periodic  payments.   Recipients,   however,   generally  are  provided  the
opportunity to elect not to have tax withheld from distributions.

    As of January 1, 1993, certain distributions from retirement plans qualified
under Section 401 or 403(b) of the Code,  that are not  directly  rolled over to
another  eligible  retirement  plan or an IRA,  are subject to a  mandatory  20%
withholding for federal income tax.

    Distributions  to a  Participant  from  a  Section  457  plan  retain  their
character  as wages and federal  income  taxes must be  withheld  under the wage
withholding  rules.  Federal  income  tax on payment  to  beneficiaries  will be
withheld  from  annuity (periodic)  payments  at the  rates  applicable  to wage
withholding,  and from  other  distributions  at a flat  10%  rate,  unless  the
beneficiary  elects  not to have  federal  income  tax  withheld.  For  complete
information on withholding, a qualified tax advisor should be consulted.

     There also may be imposed a penalty tax on partial withdrawals and complete
surrenders  equal to 10  percent of the amount  treated  as taxable  income.  In
general, there is no penalty tax on the following withdrawals or surrenders: (1)
a  distribution  that is part  of a  scheduled  series  of  substantially  equal
periodic  payments for the life (or life expectancy) of the participant,  or the
joint lives (or joint expectancies) of the participant and beneficiary; (2) made
on or after age 59 1/2; (3) a distribution to a terminated  employee,  age 55 or
older,  with  the  exception  of  distributions  from  an  IRA;  (4) a  hardship
distribution used to pay certain medical  expenses;  (5) a distribution made to,
or on behalf of, an alternate payee pursuant to a qualified  domestic  relations
order with the exception of  distributions  from an IRA; and (6) a  distribution
after death or disability of the employee.


                                                                              41

<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------

D. OTHER CONSIDERATIONS


    The  previous  discussion  is general in nature and is not  intended  as tax
advice.  It should be understood  that the foregoing  comments about the federal
tax consequences under these Contracts are not exhaustive and that special rules
exist with respect to other tax situations not discussed  herein.  Further,  the
federal income tax  consequences  discussed  herein reflect current law which is
subject to change at any time.  The foregoing  discussion  also does not address
any applicable  state,  local or foreign tax laws. Before an investment is made,
a competent tax adviser should be consulted.


VOTING RIGHTS

     Contract  Owners may instruct  Great  American  Reserve as to the voting of
Fund shares  attributable to their  respective  interests under the Contracts at
meetings of  shareholders  of the Funds.  Contract  Owners entitled to vote will
receive  proxy  material and a form on which voting  instructions  may be given.
Great American Reserve will vote the shares of each Sub-account held by Variable
Account  attributable to the Contracts in accordance with instructions  received
from  Contract  Owners.  Shares  held  in  each  Sub-account  for  which  timely
instructions  have not been received from Contract Owners will be voted by Great
American Reserve for or against any proposition,  or Great American Reserve will
abstain,  in the  same  proportion  as  shares  in that  Sub-account  for  which
instructions  are received.  Great  American  Reserve will vote, or abstain from
voting,  any shares that are not  attributable  to  Contract  Owners in the same
proportion as all Contract Owners in Variable Account vote or abstain.  However,
if Great American Reserve determines that it is permitted to vote such shares of
the Funds in its own right,  it may elect to do so, subject to the  then-current
interpretation of the 1940 Act and the rules thereunder.

     Under certain Variable Annuity Contracts,  Participants and Annuitants have
the right to instruct  the  Contract  Owner with  respect to the number of votes
attributable  to  their  Individual   Accounts  or  valuation   reserve.   Votes
attributable  to  Participants  and  Annuitants who do not instruct the Contract
Owner will be cast by the  Contract  Owner for or against  each  proposal  to be
voted upon,  in the same  proportion as votes for which  instructions  have been
received.  Participants and Annuitants entitled to instruct the casting of votes
will receive a notice of each meeting of Contract Owners, and proxy solicitation
materials,  and a  statement  of the  number  of  votes  attributable  to  their
participation under the Contract.

     The  number  of  shares  held in a  Sub-account  deemed  attributable  to a
Contract  Owner's  interest  under a Contract will be determined on the basis of
the value of the Accumulation  Units credited to the Contract Owner's account as
of the record date. On or after the commencement of Annuity payments, the number
of  attributable  shares  will be based on the  amount  of  assets  held to meet
annuity  obligations  to the payee  under the  Contract  as of the record  date.
During the annuity period,  the number of votes  attributable to a Contract will
generally  decrease  since  funds set  aside for  Annuitants  will  decrease  as
payments are made.

GENERAL MATTERS

     PERFORMANCE  INFORMATION.  Performance information for the Variable Account
investment  options  may  appear  from time to time in  advertisements  or sales
literature.   Performance   information  reflects  only  the  performance  of  a
hypothetical  investment in the Variable Account  investment  options during the
particular  time  period  on  which  the  calculations  are  based.  Performance
information  may consist of yield,  effective  yield,  and average  annual total
return quotations  reflecting the deduction of all applicable charges for recent
one-year and, when  applicable,  five- and 10-year  periods and, where less than
ten years, for the period  subsequent to the date each Sub- account first became
available for investment. Additional total return quotations may be made that do
not reflect a surrender  charge  deduction  (assuming no surrender at the end of
the  illustrated  period).  Performance  information  may be  shown  by means of
schedules,  charts or graphs. See the Statement of Additional  Information for a
description of the methods used to determine yield and total return  information
for the Sub-accounts.



    DISTRIBUTION  OF CONTRACTS.  Conseco  Equity Sales,  Inc.  ("Conseco  Equity
Sales"),  11815 N. Pennsylvania Street,  Carmel, IN 46032, an affiliate of Great
American Reserve, is the principal underwriter of the Contracts.  Conseco Equity
Sales is a  broker-dealer  registered  under the  Securities and Exchange Act of
1934 and a member of the



                                                                              42

<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------


National Association of Securities Dealers,  Inc. Sales of the Contracts will be
made by registered  representatives  of Conseco Equity Sales and  broker-dealers
authorized to sell the Contracts.  Such registered  representatives will also be
licensed insurance  representatives of Great American Reserve. See the Statement
of Additional Information for more information.


     CONTRACT OWNER  INQUIRIES.  All Contract Owner inquiries should be directed
to Great American  Reserve's  Administrative  office address or telephone number
appearing on page 1 of this Prospectus.


     LEGAL PROCEEDINGS. There are no legal proceedings to which Variable Account
is a party or to which the assets of Variable Account are subject. Neither Great
American Reserve nor Conseco Equity Sales are involved in any litigation that is
of material  importance  in relation  to their total  assets or that  relates to
Variable Account.


     OTHER INFORMATION. This Prospectus contains information concerning Variable
Account, Great American Reserve, and the Contracts,  but does not contain all of
the  information  set forth in the  Registration  Statement and all exhibits and
schedules  relating  thereto,  which Great  American  Reserve has filed with the
Securities and Exchange Commission, Washington, D.C.

     Additional  information  may be  obtained  from Great  American  Reserve by
requesting from Great American Reserve's Variable Annuity  Department,  11815 N.
Pennsylvania   Street,   Carmel,   Indiana  46032,  a  Statement  of  Additional
Information.  For  convenience,  the  Table  of  Contents  of the  Statement  of
Additional Information is provided below:


TABLE OF CONTENTS OF THE STATEMENT
OF ADDITIONAL INFORMATION
                                                       PAGE

General Information and History.......................B-1
Independent Accountants...............................B-1
Distribution..........................................B-1
Calculation of Yield Quotations.......................B-1
Calculation of Total Return
Quotations............................................B-2
Other Performance Data................................B-5
Financial Statements..................................F-1


                                                                              43

<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------

     If you would like a free copy of the  Statement of  Additional  Information
for this Prospectus, please complete this form, detach, and mail to:

     Great American Reserve Insurance Company
     Attn.: Variable Annuity Department
     11815 N. Pennsylvania Street
     Carmel, Indiana  46032

Gentlemen:

     Please send me a free copy of the Statement of Additional  Information  for
Great American Reserve Variable Annuity Account C-Individual Variable Annuity at
the following address:

Name: --------------------------------------------------------------------------

Mailing Address: ---------------------------------------------------------------

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

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


                                 Sincerely,

                                 -----------------------------------------------
                                 (Signature)


                                                                              44

<PAGE>

                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------

APPENDIX A

CONSECO SERIES TRUST

    Conseco Series Trust is an open-end management  investment company organized
as a business  trust  under the laws of the  Commonwealth  of  Massachusetts  on
November 15, 1982. Trust shares are offered only to separate accounts of various
insurance  companies  to fund  benefits of variable  life and  variable  annuity
contracts. Conseco Capital Management serves as the investment adviser.

THE ALGER AMERICAN FUND

    The  Alger  American  Fund  is an  open-end  management  investment  company
organized  as  a  business  trust  under  the  laws  of  the   Commonwealth   of
Massachusetts  on April 6, 1988.  Trust  shares  are  offered  only to  separate
accounts of various  insurance  companies to fund  benefits of variable life and
variable annuity contracts. Fred Alger Management, Inc. serves as the investment
adviser.


AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

     American  Century  Variable  Portfolios,  Inc.  is an  open-end  management
investment company organized as a Maryland corporation on June 4, 1987, and is a
part of American Century Investments,  a family of funds that includes nearly 70
no-load  mutual funds covering a variety of investment  opportunities.  The Fund
offers its shares only to  insurance  companies to fund the benefits of variable
annuity or variable life insurance contracts.

BERGER INSTITUTIONAL PRODUCTS TRUST

    Berger  Institutional  Products Trust is an open-end  management  investment
company organized as a business trust under the laws of the State of Delaware on
October 17, 1995. Trust shares are offered only to separate  accounts of various
insurance companies in connection with investment in and payments under variable
annuity contracts and variable life insurance  contracts,  as well as to certain
qualified retirement plans. The investment adviser is Berger Associates, Inc.


THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.

    The  Dreyfus  Socially   Responsible   Growth  Fund,  Inc.  is  an  open-end
diversified,  management  investment company. It was incorporated under Maryland
law on July 20, 1992,  and commenced  operations on October 7, 1993. The Dreyfus
Corporation  serves as the Fund's  investment  adviser.  NCM Capital  Management
Group, Inc. serves as the Fund's sub-investment  adviser and provides day-to-day
management of the Fund's portfolio.

DREYFUS STOCK INDEX FUND

    Dreyfus  Stock  Index  Fund  is  an  open-end,  non-diversified,  management
investment  company.  It was  incorporated  in the name Dreyfus Life and Annuity
Index  Fund,  Inc.  under  Maryland  law on  January  24,  1989,  and  commenced
operations on September 29, 1989. On May 1, 1994, the Fund began operating under
the name Dreyfus Stock Index Fund. The Dreyfus  Corporation  serves as the Funds
manager and Mellon Equity Associates serves as the Funds index manager.

FEDERATED INSURANCE SERIES

    Federated  Insurance  Series is an open-end  management  investment  company
organized  as  a  business  trust  under  the  laws  of  the   Commonwealth   of
Massachusetts  on September 15, 1993.  Trust shares are offered only to separate
accounts of various  insurance  companies to serve as the  investment  medium of
variable life insurance  policies and variable  annuity  contracts issued by the
insurance companies. Federated Advisers serves as the investment adviser.

JANUS ASPEN SERIES

    Janus Aspen Series is an open-end management investment company organized as
a business trust under the laws of the State of Delaware on May 20, 1993.  Trust
shares are offered only to separate accounts of various


                                                                              45
<PAGE>
                                                                  GREAT AMERICAN
                                                                         RESERVE
                                                                  1997 ACCOUNT C
                                                     INDIVIDUAL VARIABLE ANNUITY
- --------------------------------------------------------------------------------

insurance  companies to fund the benefits of variable life and variable  annuity
contracts, and to qualified retirement plans. The investment adviser and manager
is Janus Capital Corporation.


NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST

      Neuberger & Berman Advisers  Management Trust is a Delaware business trust
organized  pursuant  to a Trust  Instrument  dated  May 23,  1994.  The Trust is
registered under the Investment  Company Act of 1940 as a diversified,  open-end
management investment company and consists of seven separate portfolios.  Shares
of the Trust are offered to life  insurance  companies for allocation to certain
of their  separate  accounts  established  for the  purpose of funding  variable
annuity  contracts and variable life insurance  policies.  Each portfolio of the
Trust  invests all of its net  investable  assets in a  corresponding  series of
Neuberger  &  Berman  Advisers  Managers  Trust,  whose  investment  adviser  is
Neuberger & Berman Management Incorporated.

STRONG SPECIAL FUND II

      Strong  Special Fund II is a diversified  open-end  management  investment
company  established as a corporation  under Wisconsin law on December 28, 1990.
Shares of the Fund are only offered and sold to the separate accounts of certain
insurance  companies  for the purpose of funding  variable  annuity and variable
life  insurance  contracts.  Strong Capital  Management,  Inc. is the investment
adviser for the Fund.

STRONG VARIABLE INSURANCE FUNDS, INC.

    Strong Variable Insurance Funds, Inc. is an open-end  management  investment
company and was organized as a corporation  under  Wisconsin law on December 28,
1990.  Shares of the Fund are only offered and sold to the separate  accounts of
certain  insurance  companies  for the purpose of funding  variable  annuity and
variable  life  insurance  contracts.  Strong  Capital  Management,  Inc. is the
investment adviser for the Fund.


VAN ECK WORLDWIDE INSURANCE TRUST

    Van Eck  Worldwide  Insurance  Trust is an  open-end  management  investment
company  organized  as a business  trust under the laws of the  Commonwealth  of
Massachusetts  on January 7, 1987.  Trust  shares are  offered  only to separate
accounts of various  insurance  companies to fund the benefits of variable  life
and variable annuity  contracts.  The investment  adviser and manager is Van Eck
Associates Corporation.


     A full  description of Conseco  Series Trust,  the Alger American Fund, the
American Century Variable Portfolios,  Inc., the Berger  Institutional  Products
Trust,  the Dreyfus  Socially  Responsible  Growth Fund, Inc., the Dreyfus Stock
Index  Fund,  the  Federated  Insurance  Series,  the Janus  Aspen  Series,  the
Neuberger & Berman Advisers  Management  Trust,  the Strong  Variable  Insurance
Funds,  Inc.  Growth  Fund II,  the  Strong  Special  Fund  II,  and the Van Eck
Worldwide  Insurance Trust,  including the investment  objectives,  policies and
restrictions of each of the eligible Funds, is contained in the  prospectuses of
the Funds which  accompany  this  Prospectus  and should be read  carefully by a
prospective purchaser before investing.



                                                                              46

<PAGE>


                                     PART B




                                                                              47

<PAGE>


                             GREAT AMERICAN RESERVE
                                INSURANCE COMPANY

                           VARIABLE ANNUITY ACCOUNT C
                  INDIVIDUAL & GROUP VARIABLE DEFERRED ANNUITY
                                    CONTRACTS

                             STATEMENT OF ADDITIONAL
                                   INFORMATION

                                DATED MAY 1, 1997


                                   OFFERED BY

                    GREAT AMERICAN RESERVE INSURANCE COMPANY
                   11815 N. PENNSYLVANIA ST., CARMEL, IN 46032
                                 (317) 817-3700

     This Statement of Additional Information is not a prospectus.  It should be
read in  conjunction  with a  Prospectus  for Great  American  Reserve  Variable
Annuity Account C ("Variable  Account") - Individual  Variable  Deferred Annuity
Contracts or Group Variable Deferred Annuity Contracts,  each dated May 1, 1997.
You can obtain a copy of a  Prospectus  by  contacting  Great  American  Reserve
Insurance Company ("Great American  Reserve") at the address or telephone number
given above.


                             TABLE OF CONTENTS
                                                                           Page

General Information and History.............................................B-2
Independent Accountants.....................................................B-2
Distribution................................................................B-2
Calculation of Yield Quotations.............................................B-2
Calculation of Total Return Quotations......................................B-3
Other Performance Data......................................................B-6
Financial Statements........................................................F-1

                                       B-1

<PAGE>


                                                                  Great American
                                                                         Reserve
                                                                  1997 Account C
- --------------------------------------------------------------------------------


GENERAL INFORMATION AND HISTORY

     Great American  Reserve is an indirect wholly owned  subsidiary of Conseco,
Inc. (Conseco). The operations of Great American Reserve are handled by Conseco.
Conseco is a publicly owned financial  services holding  company,  the principal
operations  of which are in the  development,  marketing and  administration  of
specialized  annuity and life  insurance  products.  Conseco  has its  principal
offices at 11825 N. Pennsylvania Street, Carmel, Indiana 46032.

     The Variable Account was established by Great American Reserve.

INDEPENDENT ACCOUNTANTS

     The financial statements of Great American Reserve Variable Annuity Account
C and Great  American  Reserve have been  examined by Coopers & Lybrand  L.L.P.,
Indianapolis,  Indiana,  independent  accountants,  for the periods indicated in
their  reports as stated in their  opinion and have been so included in reliance
upon such opinion given upon the authority of that firm as experts in accounting
and auditing.

DISTRIBUTION


    Great American Reserve  continuously offers the Contracts through associated
persons of the principal underwriter for Variable Account, Conseco Equity Sales,
Inc.  ("Conseco  Equity Sales"),  a registered  broker-dealer  and member of the
National Association of Securities Dealers, Inc. Conseco Equity Sales is located
at 11815 N. Pennsylvania Street,  Carmel,  Indiana 46032, and is an affiliate of
Great American  Reserve.  For the years ending  December 31, 1996,  December 31,
1995, and December 31, 1994,  Great  American  Reserve paid Conseco Equity Sales
total  underwriting  commissions  of  $1,930,300,  $2,258,273,  and  $3,025,419,
respectively.   In   addition,   certain   Contracts   may  be   sold   by  life
insurance/registered representatives of other registered broker-dealers.

     Conseco Equity Sales performs the sales functions relating to the Contracts
and Great American Reserve provides all  administrative  services.  To cover the
sales expenses and  administrative  expenses  (including such items as salaries,
rent, postage, telephone,  travel, legal, actuarial, audit, office equipment and
printing),  Great American  Reserve makes sales and  administrative  deductions,
varying by type of Contract. See Contract Charges in the Prospectus.


CALCULATION OF YIELD QUOTATIONS

     The Money Market Sub-accounts standard yield quotations may appear in sales
material and  advertising  as  calculated by the standard  method  prescribed by
rules of the Securities and Exchange  Commission.  Under this method,  the yield
quotation  is based on a seven-day  period and  computed  as follows:  The Money
Market  Sub-accounts  daily net investment factor minus one (1.00) is multiplied
by 365 to produce an annualized  yield.  The annualized  yields of the seven-day
period  are then  averaged  and  carried  to the  nearest  one-hundredth  of one
percent.  This yield reflects  investment results less deductions for investment
advisory  fees and  mortality  and  expense  risk  fees  but  does  not  include
deductions  for any  applicable  annual  administrative  fees.  Because of these
deductions,  the yield for the Money Market  Sub-account  will be lower than the
yield for the corresponding Fund of the Conseco Series Trust.

     The Money Market Sub-accounts  effective yield may appear in sales material
and advertising for the same seven-day  period,  determined on a compound basis.
The effective  yield is calculated by compounding the  unannualized  base period
return by adding one to the base period return, raising the sum to a power equal
to 365 divided by 7, and subtracting one from the result.

     The yield on the Money Market  Sub-account  will  generally  fluctuate on a
daily basis. Therefore, the yield for any given past period is not an indication
or  representation  of future  yields or rates of return.  The  actual  yield is
affected  by changes  in  interest  rates on money  market  securities,  average
portfolio  maturity,  the types and quality of portfolio  securities held by the
corresponding Fund of the Conseco Series Trust and its operating expenses.


     The Conseco Series Trust Asset  Allocation,  Common Stock,  Corporate Bond,
and Government Securities Portfolios;  the Alger American Fund Growth, Leveraged
AllCap, MidCap Growth, and Small Capitalization Portfolios; the American Century
Variable Portfolios, Inc. International and Value Funds; the Berger IPT - 100,


                                       B-2

<PAGE>

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



Berger  IPT -  Growth  and  Income,  Berger  IPT -  Small  Company  Growth,  and
Berger/BIAM IPT - International  Funds; the Dreyfus Socially  Responsible Growth
Fund,  Inc.; the Dreyfus Stock Index Fund; the Federated  Insurance  Series High
Income Bond II,  International  Equity II, and Utility II Funds; the Janus Aspen
Series Aggressive Growth, Growth, and Worldwide Growth Portfolios; the Neuberger
&  Berman  Advisers   Management   Trust  Limited  Maturity  Bond  and  Partners
Portfolios;  the Strong Variable  Insurance  Funds,  Inc. Growth Fund II; Strong
Special Fund II; and the Van Eck Worldwide Insurance Trust Worldwide Hard Assets
(formerly,  Gold and Natural Resources),  Worldwide Bond, and Worldwide Emerging
Markets Funds may advertise  investment  performance  figures,  including yield.
Each Sub- account's  yield will be based upon a stated 30-day period and will be
computed by  dividing  the net  investment  income per share  earned  during the
period by the  maximum  offering  price per share on the last day of the period,
according to the following formula:


      YIELD  =  2 ((A-B/CD) + 1)6 -1

      Where:

                 A = the dividends and interest earned during the period.

                 B = the expenses accrued for the period (net of reimbursements,
                     if any).

                 C = the average daily number of shares  outstanding  during the
                     period that were entitled to receive dividends.

                 D = the maximum offering (which is the net
                     asset value) per share on the last day of the
                     period.

CALCULATION OF TOTAL RETURN
QUOTATIONS


Great  American  Reserve may include  certain  total return  quotations  for the
Conseco  Series  Trust Asset  Allocation,  Common  Stock,  Corporate  Bond,  and
Government  Securities  Portfolios;  the Alger  American Fund Growth,  Leveraged
AllCap, MidCap Growth, and Small Capitalization Portfolios; the American Century
Variable Portfolios,  Inc.  International and Value Funds; the Berger IPT - 100,
Berger  IPT -  Growth  and  Income,  Berger  IPT -  Small  Company  Growth,  and
Berger/BIAM IPT  International  Funds; the Dreyfus Socially  Responsible  Growth
Fund,  Inc.; the Dreyfus Stock Index Fund; the Federated  Insurance  Series High
Income Bond II,  International  Equity II, and Utility II Funds; the Janus Aspen
Series Aggressive Growth, Growth, and Worldwide Growth Portfolios; the Neuberger
&  Berman  Advisers   Management   Trust  Limited  Maturity  Bond  and  Partners
Portfolios;  the Strong Variable  Insurance  Funds,  Inc. Growth Fund II; Strong
Special Fund II; and the Van Eck Worldwide Insurance Trust Worldwide Hard Assets
(formerly,  Gold and Natural Resources),  Worldwide Bond, and Worldwide Emerging
Markets Funds in advertising,  sales literature or reports to Contract Owners or
prospective  purchasers.  Such total return  quotations will be expressed as the
average annual rate of total return over one-,  five- and 10-year  periods ended
as of the end of the immediately  preceding calendar quarter,  and as the dollar
amount of annual total return on a year-to-year, rolling 12-month basis ended as
of the end of the immediately preceding calendar quarter.


     Average  annual  total  return  quotations  are  computed  according to the
following formula:

      P (1+T)n  =  ERV

      Where:

         P = beginning purchase payment of $1,000.

         T = average annual total return.

         n = number of years in period.

       ERV = ending  redeemable  value of a hypothetical  $1,000 purchase
             payment made at the beginning of the one-, five- or 10-year period
             at the end of the one-,  five- or 10-year  period  (or  fractional
             portion thereof).


                                       B-3

<PAGE>


                                 Great American
                                                                         Reserve
                                                                  1997 Account C
- --------------------------------------------------------------------------------

GROUP VARIABLE DEFERRED ANNUITY
<TABLE>
<CAPTION>
                                                                                      AVERAGE ANNUAL TOTAL RETURNS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                   <C>                           <C>

                                                                          1 YEAR              5 YEARS                  10 YEARS
Variable Account Sub-accounts                                      (1/1/96-12/31/96)     (1/1/92-12/31/96)         (1/1/87-12/31/96)
====================================================================================================================================
CONSECO SERIES TRUST
  Asset Allocation Portfolio............................................21.14%               14.77%(1)                     N/A
  Common Stock Portfolio................................................37.41%               15.96%                       14.92%
  Corporate Bond Portfolio.............................................. (.63)%               6.90%                        8.21%
  Government Securities Portfolio.......................................(2.99)%               3.22%(1)                     N/A
THE ALGER AMERICAN FUND
  Alger American Leveraged AllCap Portfolio .............................5.78%               28.85%(2)                     N/A
  Alger American Small Capitalization Portfolio.........................(1.64)%              12.38%(2)                     N/A
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.......................14.55%               20.81%(2)                     N/A
DREYFUS STOCK INDEX FUND................................................15.29%               20.18%(2)                     N/A
FEDERATED INSURANCE SERIES
  Federated High Income Bond Fund II.....................................7.93%                9.57%(2)                     N/A
  Federated International Equity Fund II.................................2.27%                3.29%(2)                     N/A
  Federated Utility Fund II..............................................5.41%               11.41%(2)                     N/A
JANUS ASPEN SERIES
  Aggressive Growth Portfolio............................................1.99%               17.73%(2)                     N/A
  Growth Portfolio......................................................11.84%               18.59%(2)                     N/A
  Worldwide Growth Portfolio............................................21.84%               28.10%(2)                     N/A
VAN ECK WORLDWIDE INSURANCE TRUST
  Worldwide Hard Assets Fund (formerly, Gold and Natural
  Resources Fund) ......................................................11.48%               12.48%(2)                     N/A
  Worldwide Bond Fund...................................................(3.20)%               (.68)%(2)                    N/A
====================================================================================================================================
</TABLE>

     (1)      Since inception (May 1, 1993).
     (2)      Since inception (June 1, 1995).


                                       B-4

<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------

INDIVIDUAL FLEXIBLE PREMIUM PAYMENT ANNUITY

                                                                                   AVERAGE ANNUAL TOTAL RETURNS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                   <C>                      <C>

                                                                     1 YEAR                  5 YEARS                  10 YEARS
VARIABLE ACCOUNT SUB-ACCOUNTS                                  (1/1/96-12/31/96)        (1/1/92-12/31/96)         (1/1/87-12/31/96)
====================================================================================================================================
CONSECO SERIES TRUST
    Asset Allocation Portfolio..........................................17.64%               14.73%(1)                    N/A
    Common Stock Portfolio..............................................33.44%               15.70%                     15.11%
    Corporate Bond Portfolio............................................(3.51)%               6.67%                      8.38%
    Government Securities Portfolio.....................................(5.80)%               3.22%(1)                    N/A
THE ALGER AMERICAN FUND
    Alger American Leveraged AllCap Portfolio............................2.71%               27.31%(2)                    N/A
    Alger American Small Capitalization Portfolio.......................(4.39)%              11.04%(2)                    N/A
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.......................11.28%               19.37%(2)
DREYFUS STOCK INDEX FUND................................................11.88%               18.75%(2)                    N/A
FEDERATED INSURANCE SERIES
    Federated High Income Bond Fund II...................................4.81%                8.26%(2)                    N/A
    Federated International Stock Fund II................................(.68)%               2.06%(2)                    N/A
    Federated Utility Fund II............................................2.28%               10.08%(2)                    N/A
JANUS ASPEN SERIES
    Aggressive Growth Portfolio.........................................(1.04)%              16.33%(2)                    N/A
    Growth Portfolio.....................................................8.61%               17.17%(2)                    N/A
    Worldwide Growth Portfolio..........................................18.32%               26.57%(2)                    N/A
VAN ECK WORLDWIDE INSURANCE TRUST
    Worldwide Hard Assets Fund (formerly, Gold and
     Natural Resources Fund) ........................................... 8.26%               11.14%(2)                    N/A
    Worldwide Bond Fund.................................................(6.00)%              (1.87)%(2)                    N/A
====================================================================================================================================
</TABLE>
     (1)        Since inception (May 1, 1993).
     (2)        Since inception (June 1, 1995).


                                       B-5

<PAGE>

                                 Great American
                                                                         Reserve
                                                                  1997 Account C
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------

INDIVIDUAL SINGLE PREMIUM PAYMENT ANNUITY
                                                                                   AVERAGE ANNUAL TOTAL RETURNS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>                 <C>                            <C>   

                                                                     1 YEAR                  5 YEARS                    10 YEARS
VARIABLE ACCOUNT SUB-ACCOUNTS                                   (1/1/96-2/31/96)         (1/1/92-2/31/96)          (1/1/87-2/31/96)
====================================================================================================================================
CONSECO SERIES TRUST
    Asset Allocation Portfolio............................................18.01%             15.09%(1)                      N/A
    Common Stock Portfolio................................................33.85%             15.98%                        15.15%
    Corporate Bond Portfolio..............................................(3.20)%             6.92%                         8.43%
    Government Securities Portfolio.......................................(5.50)%             3.48%(1)                      N/A
THE ALGER AMERICAN FUND
    Alger American Leveraged AllCap Portfolio..............................3.04%             27.57%(2)                      N/A
    Alger American Small Capitalization Portfolio.........................(4.18)%            10.52%(2)                      N/A
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.........................11.51%             19.61%(2)                      N/A
DREYFUS STOCK INDEX FUND..................................................12.23%             18.99%(2)                      N/A
FEDERATED INSURANCE SERIES
    Federated High Income Bond Fund II.....................................5.14%              8.48%(2)                      N/A
    Federated International Equity Fund II.................................(.37)%             2.27%(2)                      N/A
    Federated Utility Fund II..............................................2.61%             10.30%(2)                      N/A
JANUS ASPEN SERIES
    Aggressive Growth Portfolio............................................(.72)%            16.56%(2)                      N/A
    Growth Portfolio.......................................................8.95%             17.41%(2)                      N/A
    Worldwide Growth Portfolio............................................18.69%             26.83%(2)                      N/A
VAN ECK WORLDWIDE INSURANCE TRUST
    Worldwide Hard Assets Fund (formerly, Gold and
     Natural Resources Fund) ............................................. 8.60%             11.37%(2)                      N/A
    Worldwide Bond Fund...................................................(5.70)%            (1.67)%(2)                     N/A
====================================================================================================================================
</TABLE>


     (1)      Since inception (May 1, 1993).
     (2)      Since inception (June 1, 1995).


OTHER PERFORMANCE DATA


     Great American Reserve may from time to time also illustrate average annual
total  returns in a  non-standard  format,  as appears in the  following  "Gross
Average Annual Total Returns"  tables,  in conjunction  with the standard format
described  above.  The  non-standard  format will be  identical  to the standard
format except that the withdrawal charge percentage will be assumed to be zero.


                                       B-6

<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------

GROUP VARIABLE DEFERRED ANNUITY
                                                                                GROSS AVERAGE ANNUAL TOTAL RETURNS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>                      <C>                           <C> 

                                                                1 YEAR                   5 YEARS                       10 YEARS
VARIABLE ACCOUNT SUB-ACCOUNTS                              (1/1/96-12/31/96)        (1/1/92-12/31/96)             (1/1/87-12/31/96)
====================================================================================================================================
CONSECO SERIES TRUST
   Asset Allocation Portfolio................................... 27.01%                   16.29%(1)                      N/A
   Common Stock Portfolio....................................... 44.06%                   16.68%                        15.19%
   Corporate Bond Portfolio.....................................  4.19%                    7.56%                         8.47%
   Government Securities Portfolio..............................  1.72%                    4.52%(1)                      N/A
THE ALGER AMERICAN FUND
   Alger American Leveraged AllCap Portfolio.................... 10.92%                   32.64%(2)                      N/A
   Alger American Small Capitalization Portfolio................  3.14%                   15.69%(2)                      N/A
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC. ............. 20.02%                   24.37%(2)                      N/A
DREYFUS STOCK INDEX FUND........................................ 20.79%                   23.72%(2)                      N/A
FEDERATED INSURANCE SERIES
   Federated High Income Bond Fund II........................... 13.17%                   12.80%(2)                      N/A
   Federated International Equity Fund II.......................  7.24%                    6.34%(2)                      N/A
   Federated Utility Fund II.................................... 10.45%                   14.69%(2)                      N/A
JANUS ASPEN SERIES
   Aggressive Growth Portfolio..................................  6.87%                   21.20%(2)                      N/A
   Growth Portfolio............................................. 17.27%                   22.08%(2)                      N/A
   Worldwide Growth Portfolio................................... 27.75%                   31.87%(2)                      N/A
VAN ECK WORLDWIDE INSURANCE TRUST
   Worldwide Hard Assets Fund (formerly, Gold and 
     Natural Resources Fund) ................................... 16.88%                   15.80%(2)                      N/A
   Worldwide Bond Fund..........................................  1.50%                    2.24%(2)                      N/A
====================================================================================================================================
</TABLE>
     (1)      Since inception (May 1, 1993).
     (2)      Since inception (June 1, 1995).


                                       B-7

<PAGE>

                                                                  Great American
                                                                         Reserve
                                                                  1997 Account C
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------

INDIVIDUAL FLEXIBLE PREMIUM PAYMENT ANNUITY

                                                                                   GROSS AVERAGE ANNUAL TOTAL RETURNS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>                      <C>                         <C>

                                                                 1 YEAR                 5 YEARS                         10 YEARS
VARIABLE ACCOUNT SUB-ACCOUNTS                         (1/1/96-12/31/96)         (1/1/92-12/31/96)                  (1/1/87-12/31/96)
====================================================================================================================================
CONSECO SERIES TRUST
   Asset Allocation Portfolio................................... 27.01%                   16.29%(1)                        N/A
   Common Stock Portfolio....................................... 44.06%                   16.68%                          15.19%
   Corporate Bond Portfolio.....................................  4.19%                    7.56%                           8.47%
   Government Securities Portfolio..............................  1.72%                    4.52%(1)                        N/A
THE ALGER AMERICAN FUND
   Alger American Leveraged AllCap Portfolio.................... 10.92%                   32.64%(2)                        N/A
   Alger American Small Capitalization Portfolio................  3.14%                   15.69%(2)                        N/A
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC. ............. 20.02%                   24.37%(2)                        N/A
DREYFUS STOCK INDEX FUND........................................ 20.79%                   23.72%(2)                        N/A
FEDERATED INSURANCE SERIES
   Federated High Income Bond Fund II........................... 13.17%                   12.80%(2)                        N/A
   Federated International Equity Fund II.......................  7.24%                    6.34%(2)                        N/A
   Federated Utility Fund II.................................... 10.45%                   14.69%(2)                        N/A
Janus Aspen Series
   Aggressive Growth Portfolio..................................  6.87%                   21.20%(2)                        N/A
   Growth Portfolio............................................. 17.27%                   22.08%(2)                        N/A
   Worldwide Growth Portfolio................................... 27.75%                   31.87%(2)                        N/A
Van Eck Worldwide Insurance Trust
   Worldwide Hard Assets Fund (fomerly, Gold and 
     Natural Resources Fund) ................................... 16.88%                   15.80%(2)                        N/A
   Worldwide Bond Fund..........................................  1.50%                    2.24%(2)                        N/A
====================================================================================================================================
</TABLE>


     (1)      Since inception (May 1, 1993).
     (2)      Since inception (June 1, 1995).

                                       B-8

<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------

INDIVIDUAL SINGLE PREMIUM PAYMENT ANNUITY
                                                                                GROSS AVERAGE ANNUAL TOTAL RETURNS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>                       <C>                               <C> 

                                                              1 YEAR                       5 YEARS                      10 YEARS
VARIABLE ACCOUNT SUB-ACCOUNTS                           (1/1/96-12/31/96)             (1/1/92-12/31/96)            (1/1/87-12/31/96)
====================================================================================================================================
CONSECO SERIES TRUST
   Asset Allocation Portfolio...................................27.01%                   16.29%(1)                       N/A
   Common Stock Portfolio.......................................44.06%                   16.68%                         15.19%
   Corporate Bond Portfolio......................................4.19%                    7.56%                          8.47%
   Government Securities Portfolio...............................1.72%                    4.52%(1)                       N/A
THE ALGER AMERICAN FUND
   Alger American Leveraged AllCap Portfolio....................10.92%                   32.64%(2)                       N/A
   Alger American Small Capitalization Portfolio.................3.14%                   15.69%(2)                       N/A
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC. .............20.02%                   24.37%(2)                       N/A
DREYFUS STOCK INDEX FUND........................................20.79%                   23.72%(2)                       N/A
FEDERATED INSURANCE SERIES
   Federated High Income Bond Fund II...........................13.17%                   12.80%(2)                       N/A
   Federated International Equity Fund II........................7.24%                    6.34%(2)                       N/A
   Federated Utility Fund II....................................10.45%                   14.69%(2)                       N/A
JANUS ASPEN SERIES
   Aggressive Growth Portfolio...................................6.87%                   21.20%(2)                       N/A
   Growth Portfolio.............................................17.27%                   22.08%(2)                       N/A
   Worldwide Growth Portfolio...................................27.75%                   31.87%(2)                       N/A
VAN ECK WORLDWIDE INSURANCE TRUST
   Worldwide Hard Assets Fund (formerly, Gold and Natural
    Resources Fund) ............................................16.88%                   15.80%(2)                       N/A
   Worldwide Bond Fund...........................................1.50%                    2.24%(2)                       N/A
====================================================================================================================================
</TABLE>


(1)   Since inception (May 1, 1993).
(2)   Since inception (June 1, 1995).


     All  non-standard  performance data will only be advertised if the standard
performance data for the same period,  as well as for the required  periods,  is
also illustrated.


     Performance  data  for  the  Variable  Account  investment  options  may be
compared in  advertisements,  sales  literature and reports to Contract  Owners,
with the investment returns on various mutual funds, stocks, bonds, certificates
of deposit,  tax free bonds, or common stock and bond indices,  and other groups
of variable  annuity separate  accounts or other investment  products tracked by
Morningstar,  Inc., a widely used  independent  research firm which ranks mutual
funds  and  other  investment  companies  by  overall  performance,   investment
objectives, and assets, or tracked by other services,  companies,  publications,
or persons who rank such  investment  companies on overall  performance or other
criteria.


     Reports and  promotional  literature  may also contain  other  information,
including  the  effect of  tax-deferred  compounding  on an  investment  options
performance returns, or returns in general,  which may be illustrated by graphs,
charts or otherwise,  and which may include a comparison,  at various  points in
time,  of the return from an investment in a Contract (or returns in general) on
a  tax-deferred  basis  (assuming  one or more tax  rates)  with the return on a
taxable basis.

     Reports and  promotional  literature  may also  contain  the ratings  Great
American Reserve has received from independent rating agencies.  However,  Great
American  Reserve does not guarantee the investment  performance of the Variable
Account investment options.

                                       B-9

<PAGE>



FINANCIAL STATEMENTS


     Audited Financial Statements of Great American
Reserve Variable Annuity Account C and Great American
Reserve Insurance Company as of December 31, 1996, are
included herein.

INDEX TO FINANCIAL STATEMENTS
                                                         Page
GREAT AMERICAN RESERVE VARIABLE ANNUITY
ACCOUNT C
    Report of Independent Accountants ....................F-2
    Statement of Assets and Liabilities
        as of December 31, 1996...........................F-3
    Statements of Operations for the Years Ended
       December 31, 1996 and 1995.........................F-5
    Statements of Changes in Net Assets for
       the Years Ended December 31, 1996
       and 1995...........................................F-5
    Notes to Financial Statements.........................F-6

GREAT AMERICAN RESERVE INSURANCE COMPANY
    Report of Independent Accountants ....................F-10
    Balance Sheet-Statutory Basis
       as of December 31, 1996 and 1995 ..................F-11
    Statement of Operations-Statutory Basis
       for the Years Ended December 31, 1996
       and 1995...........................................F-13
    Statement of Shareholders' Equity-Statutory
       Basis for the Years Ended December 31,
       1996 and 1995......................................F-14
    Statement of Cash Flows-Statutory Basis
       for the Years Ended December 31, 1996
       and 1995...........................................F-15
    Notes to Statutory Basis Financial Statements ........F-16





                                       F-1

<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS




TO THE BOARD OF DIRECTORS OF GREAT
AMERICAN RESERVE INSURANCE COMPANY
AND CONTRACT OWNERS OF GREAT AMERICAN
RESERVE VARIABLE ANNUITY ACCOUNT C

       We have audited the  accompanying  statement of assets and liabilities of
Great American Reserve Variable Annuity Account C (the "Account") as of December
31, 1996, and the related statements of operations and changes in net assets for
each of the two years in the period then ended.  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 audits.

       We conducted our audits in accordance  with generally  accepted  auditing
standards.  Those standards 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. Our procedures included
confirmation  of portfolio  shares owned at December 31, 1996 by  correspondence
with custodians. An audit also includes assessing the accounting principals used
and significant estimates made by management,  as well as evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

       In our  opinion,  the  financial  statements  referred  to above  present
fairly,  in all material  respects,  the  financial  position of Great  American
Reserve  Variable  Annuity Account C as of December 31, 1996, and the results of
its  operations  and  changes in its net assets for each of the two years in the
period then ended, in conformity with generally accepted accounting principles.



Coopers & Lybrand L.L.P.

Indianapolis, Indiana
February 21, 1997




                                       F-2

<PAGE>




                GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT C

                 STATEMENT OF ASSETS AND LIABILITIES - CONTINUED
                                December 31, 1996
<TABLE>
<CAPTION>
====================================================================================================================================
                                                                                                                     REPORTED
                                                                             SHARES             COST                   VALUE
                                                                          ----------------------------------------------------------
<S>                                                                         <C>              <C>                     <C>      
Assets:
     Investments in portfolio shares, at net asset value (Note 2):
         The Alger American Fund:
                  Leveraged AllCap Portfolio ....................           26,879.1      $    502,374            $    520,380
                  Small Capitalization Portfolio ................           39,899.0         1,632,132               1,632,268
              Conseco Series Trust:
                  Asset Allocation Portfolio ....................          750,142.1         9,244,540              10,103,394
                  Common Stock Portfolio ........................        7,215,439.7       131,809,494             157,642,272
                  Corporate Bond Portfolio ......................        1,564,728.0        15,586,483              15,599,830
                  Government Securities Portfolio ...............           35,992.6           424,301                 429,854
                  Money Market Portfolio ........................        4,834,872.5         4,834,872               4,834,872
              The Dreyfus Socially Responsible Growth Fund, Inc,             8,038.7           150,364                 161,497
              Dreyfus Stock Index Fund ..........................           96,525.0         1,756,560               1,957,527
              Federated Insurance Series:
                  Federated High Income Bond Fund II ............            5,219.4            52,382                  53,447
                  Federated International Equity Fund II ........            6,929.2            74,026                  77,329
                  Federated Utility Fund II .....................           11,789.0           130,079                 139,228
              The Janus Aspen Series:
                  Aggressive Growth Portfolio ...................           65,615.0         1,170,617               1,196,818
                  Growth Portfolio ..............................           50,555.8           743,393                 784,120
                  Worldwide Growth Portfolio ....................          148,894.9         2,673,682               2,894,517
              The Van Eck Worldwide Insurance Trust:
                  Gold and Natural Resources Fund ...............            3,759.6            60,462                  62,861
                  Worldwide Bond Fund ...........................            2,216.2            24,522                  24,600
                  Worldwide Hard Assets Fund ....................           17,066.6           201,501                 252,757
- ------------------------------------------------------------------------------------------------------------------------------------
                  Total assets ..................................                                                  198,367,571

Liabilities:
         Amounts due to Great American Reserve Insurance Company.                                                      177,774
- ------------------------------------------------------------------------------------------------------------------------------------

                  Net assets (Note 6) ...........................                                                 $198,189,797
====================================================================================================================================
</TABLE>


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


                                       F-3

<PAGE>


                GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT C

                       STATEMENT OF ASSETS AND LIABILITIES
                                December 31, 1996
<TABLE>
<CAPTION>
====================================================================================================================================
                                                                                                 UNIT        REPORTED
                                                                                UNITS           VALUE         VALUE
                                                                             -------------------------------------------------------
<S>                                                                           <C>           <C>          <C>        
Net assets attributable to:
     Contract owners' deferred annuity reserves:
         The Alger American Fund:
                  Leveraged AllCap Portfolio............................      332,179.9     $ 1.565215   $   519,933
                  Small Capitalization Portfolio........................    1,294,236.4       1.260092     1,630,857
              Conseco Series Trust:
                  Asset Allocation Portfolio............................    5,801,101.7       1.740091    10,094,443
                  Common Stock Portfolio
                      Qualified.........................................    8,464,008.5      17.932908   151,784,283
                      Nonqualified......................................      283,827.9      14.195419     4,029,055
                  Corporate Bond Portfolio
                      Qualified.........................................    2,973,412.1       4.990233    14,838,020
                       Nonqualified.....................................      136,641.6       4.794729       655,159
                  Government Securities Portfolio.......................      365,163.5       1.176168       429,494
                  Money Market Portfolio
                       Qualified........................................    1,583,355.5       2.598401     4,114,193
                       Nonqualified.....................................      266,262.2       2.598400       691,856
              The Dreyfus Socially Responsible Growth Fund, Inc.              114,172.5       1.413293       161,359
              Dreyfus Stock Index Fund..................................    1,395,519.7       1.401553     1,955,894
              Federated Insurance Series:
                  Federated High Income Bond Fund II....................       44,123.6       1.210427        53,408
                  Federated International Equity Fund II................       70,089.7       1.102350        77,263
                  Federated Utility Fund II.............................      111,928.9       1.242795       139,105
              The Janus Aspen Series:
                  Aggressive Growth Portfolio...........................      881,491.1       1.356519     1,195,759
                  Growth Portfolio......................................      570,926.9       1.372222       783,438
                  Worldwide Growth Portfolio............................    1,845,276.1       1.550846     2,861,739
              The Van Eck Worldwide Insurance Trust:
                  Gold and Natural Resources Fund.......................       49,773.1       1.261915        62,809
                  Worldwide Bond Fund...................................       23,734.7       1.035786        24,584
                  Worldwide Hard Assets Fund............................      163,726.6       1.542455       252,541
- ------------------------------------------------------------------------------------------------------------------------------------

                        Net assets attributable to contract owners' deferred annuity reserves .......    196,355,192
- ------------------------------------------------------------------------------------------------------------------------------------
Contract owners' annuity payment reserves:
         Conseco Series Trust:
              Common Stock Portfolio
                  Qualified..........................................................................      1,660,667
                  Nonqualified.......................................................................         20,036
              Corporate Bond Portfolio
                  Qualified..........................................................................         94,182
              Money Market Portfolio
                  Qualified..........................................................................         29,359
         Janus Aspen Worldwide Growth Portfolio......................................................         30,361
- ------------------------------------------------------------------------------------------------------------------------------------


                  Net assets attributable to contract owners' annuity payment reserves...............      1,834,605
- ------------------------------------------------------------------------------------------------------------------------------------

                  Net assets.........................................................................  $ 198,189,797
====================================================================================================================================
</TABLE>


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


                                       F-4
<PAGE>

                GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT C


                             STATEMENT OF OPERATIONS
                 For the Years Ended December 31, 1996 and 1995


<TABLE>
<CAPTION>
===================================================================================================================
                                                                                         1996               1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>              <C>         

Investment Income:
         Dividends from investments in portfolio shares.............................. $ 33,529,312     $ 19,391,277
Expenses:
         Mortality and expense risk fees.............................................    1,133,054          764,864
- -------------------------------------------------------------------------------------------------------------------
         Net investment income.......................................................   32,396,258       18,626,413
- -------------------------------------------------------------------------------------------------------------------
Net realized  gains  (losses)  and  unrealized  appreciation  (depreciation)
  of investments in portfolio shares:
         Net realized gains on sales of investments in portfolio shares .............    1,468,389           266,507
         Net change in unrealized appreciation of investments in portfolio shares ...   17,278,325        10,798,864
- -------------------------------------------------------------------------------------------------------------------
              Net gain on investments in portfolio shares............................   18,746,714       11,065,371
- -------------------------------------------------------------------------------------------------------------------
                 Net increase in net assets from operations.......................... $ 51,142,972     $ 29,691,784
- -------------------------------------------------------------------------------------------------------------------
</TABLE>


                       STATEMENT OF CHANGES IN NET ASSETS
                 For the Years Ended December 31, 1996 and 1995


<TABLE>
<CAPTION>
=======================================================================================================================
                                                                                               1996             1995
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>              <C>         

Changes from operations:
         Net investment income .......................................................   $  32,396,258    $  18,626,413
         Net realized gains on sales of investments in portfolio shares ..............       1,468,389          266,507
         Net change in unrealized appreciation of investments in portfolio shares ....      17,278,325       10,798,864
- -----------------------------------------------------------------------------------------------------------------------
              Net increase in net assets from operations .............................      51,142,972       29,691,784
- -----------------------------------------------------------------------------------------------------------------------
Changes from principal transactions:
         Net contract purchase payments ..............................................      20,830,794       16,741,302
         Contract redemptions ........................................................     (10,807,460)      (5,842,499)
         Net transfers (to) from fixed account .......................................       4,929,986         (206,225)
- -----------------------------------------------------------------------------------------------------------------------
              Net increase in net assets from principal transactions .................      14,953,320       10,692,578
- -----------------------------------------------------------------------------------------------------------------------
                Net increase in net assets ...........................................      66,096,292       40,384,362
- -----------------------------------------------------------------------------------------------------------------------
Net assets, beginning of year ........................................................     132,093,505       91,709,143
- -----------------------------------------------------------------------------------------------------------------------
                Net assets, end of year (Note 6).....................................    $ 198,189,797    $ 132,093,505
=======================================================================================================================
</TABLE>



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

                                       F-5

<PAGE>


                GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT C

                          NOTES TO FINANCIAL STATEMENTS
                ------------------------------------------------



(1)      GENERAL


         Great American  Reserve  Variable  Annuity  Account C ("Account C") was
established in 1980 as a segregated  investment account for individual and group
variable  annuity  contracts  which are  registered  under the Securities Act of
1933.  Account C is  registered  under the  Investment  Company Act of 1940,  as
amended  (the  "Act"),  as a unit  investment  trust.  Account C was  originally
registered  with the U.S.  Securities  and Exchange  Commission as a diversified
open-end management  investment company under the Act.  Effective,  May 1, 1993,
Account C was  restructured  into a single unit investment  trust which invested
solely in shares of the  portfolios of the Conseco  Series Trust,  a diversified
open-end management investment company.

         The  operations  of Account C are included in the  operations  of Great
American Reserve Insurance Company (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.

         Effective  June  1,  1995,  the  following   investment   options  were
available:

THE ALGER AMERICAN FUND
         Alger American Leveraged AllCap Portfolio
         Alger American Small Capitalization Portfolio
THE 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
FEDERATED INSURANCE SERIES
         Federated High Income Bond Fund II
         Federated International Equity Fund II
         Federated Utility Fund II
THE JANUS ASPEN SERIES
         Aggressive Growth Portfolio
         Growth Portfolio
         Worldwide Growth Portfolio
THE VAN ECK WORLDWIDE INSURANCE TRUST
         Gold and Natural Resources Fund
         Worldwide Bond Fund
         Worldwide Hard Assets Fund



                                       F-6

<PAGE>


                GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT C

                          NOTES TO FINANCIAL STATEMENTS
                ------------------------------------------------



(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,  with  the  exception  of  regional  business  holidays.  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 C 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
Account C as of the beginning of the valuation date.


         Federal Income Taxes
         --------------------


         No provision for federal income taxes has been made in the accompanying
financial  statements  because the  operations  of Account C are included in the
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 net  realized  gains  (losses)  are retained in Account C 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.


         Annuity payment  reserves for contracts under which contract owners are
receiving periodic retirement payments are computed according to the Progressive
Annuity Mortality Table. The assumed net investment rate is equal to the assumed
rate of accumulation.  The annuity unit values for periodic  retirement payments
were as shown below.

<TABLE>
<CAPTION>
                                                                         December 31,
                                                                      1996        1995
                                                                      ----        ----
<S>                                                                 <C>          <C>    

Conseco Series Trust:
           Common Stock
              Qualified....................................         $ 5.793      $ 4.163
              Nonqualified.................................           5.363        3.854
           Corporate Bond
              Qualified....................................           4.630        4.580
           Money Market
              Qualified....................................           1.003         --
Janus Aspen Worldwide Growth...............................           1.139         --
</TABLE>


                                       F-7

<PAGE>

                GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT C

                          NOTES TO FINANCIAL STATEMENTS
                ------------------------------------------------



(3)           PURCHASES AND SALES OF INVESTMENTS IN PORTFOLIO SHARES


              The  aggregate  costs of  purchases  of  investments  in portfolio
shares for the years  ended  December  31,  1996 and 1995 were  $59,138,584  and
$35,364,218,  respectively.  The aggregate proceeds from sales of investments in
portfolio shares for the years ended December 31, 1996 and 1995 were $11,667,690
and $5,577,299, respectively.


(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 Account C a fee, which is equal on
an annual basis to 1.00% of the daily value of the total  investments of Account
C, for assuming the mortality  and expense  risks except for the Conseco  Series
Trust Common Stock,  Corporate Bond and Money Market portfolios which are 0.64%,
0.74% and 0.99%,  respectively.  These fees were $1,133,054 and $764,864 for the
years ended December 31, 1996 and 1995, respectively.

              Pursuant to an agreement  between Account C and the Company (which
may be terminated by the Company), the Company provides sales and administrative
services to Account C as well as a minimum death benefit prior to retirement for
certain contracts.  Under individual  contracts and group deferred  compensation
contracts,  the Company may deduct a percentage of amounts  surrendered to cover
sales expenses.  The percentage varies up to 8.00% based on the type of contract
and the number of years the  contract has been held.  In  addition,  the Company
deducts units from certain  contracts  annually and upon full surrender to cover
an administrative fee of $15, $20 or $25.

              Under  group  contracts  no longer  sold,  the  Company  deducts a
percentage  of the  renewal  contract  purchase  payments  to  cover  sales  and
administrative expenses and the minimum death benefit prior to retirement of the
contract owners.

              These sales and  administrative  charges were $146,545 and $75,162
for the years ended December 31, 1996 and 1995, respectively.

(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.


                                       F-8

<PAGE>


                GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT C

                          NOTES TO FINANCIAL STATEMENTS
                ------------------------------------------------


(6)           NET ASSETS

              Net assets consisted of the following at December 31, 1996:


Proceeds from the sales of units since organization,


    less cost of units redeemed                               $      63,392,558
Undistributed net investment income                                  73,802,818
Undistributed net realized gains on sales of investments             33,698,634
Net unrealized appreciation of investments                           27,295,787
                                                              -----------------

              Total net assets                                $     198,189,797
                                                              =================



                                       F-9

<PAGE>


                        REPORT OF INDEPENDENT ACCOUNTANTS



To the Shareholders and Board of Directors
Great American Reserve Insurance Company

         We have  audited  the  accompanying  balance  sheet of  Great  American
Reserve  Insurance Company (the "Company") as of December 31, 1996 and 1995, and
the related  statements of operations,  shareholder's  equity and cash flows for
the year ended December 31, 1996 and the four months ended December 31, 1995. We
have also  audited the  accompanying  statements  of  operations,  shareholder's
equity and cash flows of the Company for the eight months ended August 31, 1995,
and the  year  ended  December  31,  1994,  based  on the  basis  of  accounting
applicable  to  periods  prior to the  adoption  of push  down  accounting  upon
Conseco,  Inc.'s  purchase  of all  common  shares  of the  Company  it did  not
previously  own (see note 1 of the notes to financial  statements  regarding the
adoption  of  push  down  accounting).   These  financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.


         We conducted our audits in accordance with generally  accepted auditing
standards.  Those standards 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.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.





         In our opinion,  the  financial  statements  referred to above  present
fairly,  in all material  respects,  the  financial  position of Great  American
Reserve  Insurance  Company as of December 31, 1996 and 1995, and the results of
its operations and its cash flows for the year ended December 31, 1996, the four
months ended  December 31, 1995,  the eight months ended August 31, 1995 and the
year ended December 31, 1994, in conformity with generally  accepted  accounting
principles.





COOPERS & LYBRAND L.L.P.



Indianapolis, Indiana
March 14, 1997




                                      F-10

<PAGE>

                    GREAT AMERICAN RESERVE INSURANCE COMPANY


                                  BALANCE SHEET
                           December 31, 1996 and 1995
                              (Dollars in millions)



                                     ASSETS
<TABLE>
<CAPTION>
                                                                                              1996             1995
                                                                                              ----             ----
<S>                                                                                            <C>               <C> 

Investments:
    Actively managed fixed maturities at fair value (amortized cost:
       1996 - $1,810.8; 1995 - $1,980.1)...............................................    $1,795.1          $2,030.9
    Mortgage loans.....................................................................        77.3              95.5
    Credit-tenant loans................................................................        93.4              79.4
    Policy loans.......................................................................        80.8              84.7
    Other invested assets .............................................................        89.0              37.8
    Short-term investments.............................................................        14.8              19.0
    Assets held in separate accounts...................................................       232.4             137.5
                                                                                         ----------        ----------
          Total investments............................................................     2,382.8           2,484.8


Accrued investment income..............................................................        32.9              34.0
Cost of policies purchased.............................................................       143.0             120.0
Cost of policies produced..............................................................        38.2              24.0
Reinsurance receivables................................................................        25.7              27.0
Goodwill (net of accumulated amortization: 1996 - $11.7; 1995 - $10.2)                         49.7              53.0
                                                                                         ----------        ----------
          Total assets.................................................................    $2,680.5          $2,756.8
                                                                                         ==========        ==========
</TABLE>



                            (continued on next page)


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

                                      F-11


<PAGE>


                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                            BALANCE SHEET (Continued)
                           December 31, 1996 and 1995
                 (Dollars in millions, except per share amount)


                      LIABILITIES AND SHAREHOLDER'S EQUITY
<TABLE>
<CAPTION>

                                                                                            1996             1995
                                                                                            ----             ----
Liabilities:
<S>                                                                                        <C>               <C>     
    Insurance liabilities..............................................................    $1,957.5          $2,039.1
    Income tax liabilities.............................................................        29.8              39.0
    Investment borrowings..............................................................        48.4              84.2
    Other liabilities..................................................................        15.5              14.4
    Liabilities related to separate accounts ..........................................       232.4             137.5
                                                                                           --------          --------
            Total liabilities..........................................................     2,283.6           2,314.2
                                                                                           --------          --------
Shareholder's equity:
    Common stock and additional paid-in capital (par value $4.80 per share, 1,065,000
       shares authorized,  1,043,565 shares issued and outstanding)                           380.8             380.8
    Unrealized appreciation (depreciation) of securities:
       Fixed maturity securities (net of applicable deferred income taxes:
          1996 - $(2.4); 1995 - $6.8)..................................................        (4.4)             11.8
       Other investments (net of applicable deferred income taxes:
          1996 - $(.1); 1995 - $.4)....................................................         (.2)               .6
    Retained earnings..................................................................        20.7              49.4
                                                                                           --------          --------
            Total shareholder's equity.................................................       396.9             442.6
                                                                                           --------          --------
            Total liabilities and shareholder's equity.................................    $2,680.5          $2,756.8
                                                                                           ========          ========
</TABLE>


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


                                      F-12

<PAGE>

                    GREAT AMERICAN RESERVE INSURANCE COMPANY


                             STATEMENT OF OPERATIONS
                              (Dollars in millions)


<TABLE>
<CAPTION>
                                                                                                       PRIOR BASIS
                                                                                               ---------------------------
                                                                YEAR          FOUR MONTHS     EIGHT MONTHS       YEAR
                                                               ENDED              ENDED            ENDED          ENDED
                                                            DECEMBER 31,      DECEMBER 31,      AUGUST 31,    DECEMBER 31,
                                                                1996              1995             1995           1994
                                                                ----              ----             ----           ----
Revenues:
<S>                                                           <C>                 <C>              <C>             <C>   

    Insurance policy income...............................    $  81.4             $ 31.8           $  60.5         $ 98.6
    Net investment income.................................      218.4               74.2             136.4          187.9
    Net investment gains..................................        2.7               12.5               7.3             .2
                                                            ---------            -------          --------      ---------
            Total revenues................................      302.5              118.5             204.2          286.7
                                                              -------             ------            ------         ------
Benefits and expenses:
    Insurance policy benefits.............................       54.9               18.9              45.9           66.2
    Change in future policy benefits......................       (3.7)                .2              (4.3)          (1.3)
    Interest expense on annuities and financial products        129.4               44.2              74.6          101.4
    Interest expense on investment borrowings                     6.2                1.0               3.6            2.9
    Amortization related to operations....................       17.8                5.3              11.7           16.0
    Amortization related to investment  gains                     2.5               10.0               4.3            2.7
    Other operating costs and expenses....................       54.3               13.1              23.7           37.3
                                                             --------            -------            ------        -------
            Total benefits and expenses...................      261.4               92.7             159.5          225.2
                                                              -------            -------            ------         ------
            Income before income taxes....................       41.1               25.8              44.7           61.5

Income tax expense........................................       15.4                9.7              16.5           22.7
                                                             --------           --------           -------        -------
            Net income....................................    $  25.7             $ 16.1            $ 28.2         $ 38.8
                                                              =======             ======            ======         ======
</TABLE>


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

                                      F-13

<PAGE>

                    GREAT AMERICAN RESERVE INSURANCE COMPANY


                        STATEMENT OF SHAREHOLDER'S EQUITY
                              (Dollars in millions)
<TABLE>
<CAPTION>
                                                                                                         PRIOR BASIS
                                                                                               ----------------------------
                                                                YEAR           FOUR MONTHS     EIGHT MONTHS        YEAR
                                                                ENDED             ENDED            ENDED           ENDED
                                                            DECEMBER 31,      DECEMBER 31,      AUGUST 31,     DECEMBER 31,
                                                                1996              1995             1995            1994
                                                                ----              ----             ----           ----
Common stock and additional paid-in capital:
<S>                                                            <C>                <C>               <C>            <C>   
    Balance, beginning of period..........................   $  380.8            $ 380.8            $339.7         $339.7
      Adjustment of balance due to new accounting basis             -                  -              41.1              -
                                                             --------            -------            ------         ------
   Balance, end of period.................................   $  380.8            $ 380.8            $380.8         $339.7
                                                             ========            =======            ======         ======
Unrealized appreciation (depreciation) of securities:
   Fixed maturity securities:
      Balance, beginning of period........................   $   11.8            $   1.3            $(53.0)        $ 33.3
        Change in unrealized appreciation (depreciation)        (16.2)              10.5              55.7          (86.3)
        Adjustment of balance due to new
          accounting basis................................          -                  -              (1.4)             -

      Balance, end of period..............................   $   (4.4)           $  11.8            $  1.3         $(53.0)



   Other investments:
      Balance, beginning of period........................   $     .6            $    .6            $ (2.1)        $ (.1)
        Change in unrealized appreciation (depreciation           (.8)                 -               3.3          (2.0)
        Adjustment of balance due to new
          accounting basis................................          -                  -               (.6)            -
                                                             --------            -------            -------        ------
      Balance, end of period..............................   $    (.2)           $    .6            $    .6        $ (2.1)
                                                             ========            =======            =======        ======
Retained earnings:
   Balance, beginning of year.............................   $   49.4            $  33.3            $  80.3        $ 75.6
      Net income .........................................       25.7               16.1               28.2          38.8
      Dividends on common stock...........................      (54.4)                 -              (41.2)        (34.1)
      Adjustment of balance due to new
        accounting basis..................................          -                  -              (34.0)            -
                                                             --------            -------            -------        ------
   Balance, end of year...................................   $   20.7            $  49.4            $  33.3        $ 80.3
                                                             ========            =======            =======        ======
        Total shareholder's equity........................   $  396.9            $ 442.6            $ 416.0        $364.9
                                                             ========            =======            =======        ======
</TABLE>



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

                                      F-14

<PAGE>

                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                             STATEMENT OF CASH FLOWS
                              (Dollars in millions)
<TABLE>
<CAPTION>

                                                                                                           PRIOR BASIS
                                                                                                  ----------------------------
                                                                YEAR           FOUR MONTHS        EIGHT MONTHS        YEAR
                                                                ENDED             ENDED              ENDED            ENDED
                                                            DECEMBER 31,      DECEMBER 31,         AUGUST 31,      DECEMBER 31,
                                                                1996              1995                1995            1994
                                                                ----              ----                ----            ----
Cash flows from operating activities:
<S>                                                          <C>                <C>                  <C>            <C>    
    Net income.............................................  $   25.7           $   16.1             $  28.2        $  38.8
       Adjustments to reconcile net income to net
          cash provided by operating activities:
            Amortization...................................      20.4               15.3                16.0           18.7
            Income taxes...................................      (3.9)               2.3                 2.9            1.3
            Insurance liabilities..........................     (40.5)             (25.8)              (14.0)         (10.5)
            Interest credited to insurance liabilities          129.4               44.2                74.6          101.4
            Fees charged to insurance liabilities               (32.8)             (10.3)              (22.2)         (36.5)
            Accrual and amortization of investment income         3.1                3.2                (1.8)          (1.2)
            Deferral of cost of policies produced               (13.2)              (3.0)               (6.6)          (9.4)
            Investment gains...............................      (2.7)             (12.5)               (7.3)           (.2)
            Other..........................................      (8.9)              (8.9)               (3.2)           5.0
                                                             --------          ---------            --------       --------
            Net cash provided by operating activities            76.6               20.6                66.6          107.4
                                                             --------          ---------            --------       --------

Cash flows from investing activities:
    Sales of investments...................................     988.9              513.2               406.5          586.0
    Maturities and redemptions.............................     101.7               60.4                57.5          118.4
    Purchases of investments...............................    (954.2)            (532.2)             (476.2)        (786.9)
                                                             --------          ---------            --------       --------

            Net cash provided (used) by investing
                activities.................................     136.4               41.4               (12.2)         (82.5)
                                                             --------          ---------            --------       --------

Cash flows from financing activities:
    Deposits to insurance liabilities......................     169.8               50.8               104.4          146.0
    Cash paid in reinsurance recapture ....................       -                (71.1)                 -              -
    Investment borrowings..................................     (35.8)             (36.8)              121.0          (58.3)
    Withdrawals from insurance liabilities.................    (306.7)             (71.9)             (166.3)        (171.4)
    Dividends paid on common stock.........................     (44.5)                 -               (41.2)         (34.1)
                                                             --------          ---------            --------       --------

            Net cash provided (used)  by
                financing activities.......................    (217.2)            (129.0)               17.9         (117.8)
                                                             --------          ---------            --------       --------

            Net increase (decrease) in short-term
                investments................................      (4.2)             (67.0)               72.3          (92.9)


Short-term investments, beginning of period................      19.0               86.0                13.7          106.6
                                                             --------          ---------            --------       --------
Short-term investments, end of period......................  $   14.8          $    19.0            $   86.0       $   13.7
                                                             ========          =========            ========       ========
</TABLE>



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


                                      F-15

<PAGE>


                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                          Notes to Financial Statements
                         ------------------------------



1.   SIGNIFICANT ACCOUNTING POLICIES

     ORGANIZATION AND BASIS OF PRESENTATION

     Great  American   Reserve   Insurance   Company  (the  "Company")   markets
tax-qualified annuities and certain employee benefit- related insurance products
through professional independent agents. Since August 1995, the Company has been
a wholly owned subsidiary of Conseco,  Inc.  ("Conseco"),  a financial  services
holding  company engaged in the  development,  marketing and  administration  of
annuity,  individual  health  insurance and individual life insurance  products.
During 1994,  Conseco  effectively owned 36 percent of the Company,  through its
ownership  interest in CCP Insurance,  Inc. ("CCP"), a holding company organized
for  companies  previously  acquired  by Conseco  Capital  Partners,  L.P.  (the
"Partnership"),  a limited  partnership  organized  by Conseco.  The Company was
acquired by the  Partnership  in 1990 (the  "Partnership  Acquisition").  During
1995, Conseco's ownership in CCP (and in the Company) increased to 49 percent as
a result of purchases  of CCP common  stock by CCP and Conseco.  In August 1995,
Conseco  completed the purchase of the  remaining  shares of CCP common stock it
did not  already  own in a  transaction  pursuant  to which CCP was merged  with
Conseco,   with  Conseco   being  the   surviving   corporation   (the  "Conseco
Acquisition").

     The accompanying  financial  statements give effect to "push down" purchase
accounting to reflect the Partnership  Acquisition and the Conseco  Acquisition.
As a result of  applying  "push down"  purchase  accounting:  (i) the  Company's
financial  position  and results of  operations  for periods  subsequent  to the
Partnership  Acquisition and before the Conseco  Acquisition (the "prior basis")
reflect the  Partnership's  cost to acquire the  Company's  asset and  liability
accounts  based upon their  estimated fair values at the purchase date; and (ii)
the  Company's   financial  position  and  results  of  operations  for  periods
subsequent  to the Conseco  Acquisition  reflect  Conseco's  cost to acquire the
Company's asset and liability accounts based upon their estimated fair values at
the purchase date.

     The effect of the adoption of the new basis of  accounting on the Company's
balance sheet accounts on August 31, 1995, was as follows (dollars in millions):
<TABLE>
<CAPTION>
                                                                            Debit
                                                                           (Credit)
                                                                           --------
<S>                                                                       <C>    
   Cost of policies purchased ......................................      $  59.0
   Cost of policies produced .......................................        (27.0)
   Goodwill ........................................................        (15.1)
   Insurance liabilities ...........................................         (1.2)
   Income tax liabilities ..........................................        (11.9)
   Other ...........................................................          1.3
   Common stock and additional paid-in capital .....................        (41.1)
   Net unrealized appreciation of fixed maturity securities ........          1.4
   Net unrealized appreciation of other investments ................           .6
   Retained earnings ...............................................         34.0
</TABLE>

     The  accompanying  financial  statements  also  include  the  effect of the
December  31,  1994,  merger  of  Jefferson   National  Life  Insurance  Company
("Jefferson  National",  which was acquired by the Partnership in 1990) into the
Company.  This  merger  has  been  accounted  for  as a  pooling  of  interests;
therefore,  the assets and  liabilities  of each company  have been  combined at
their book values and the  statements of  operations,  shareholder's  equity and
cash flows have been reported as if the merger had occurred on January 1, 1994.

     The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles ("GAAP"), which differ in some respects
from statutory  accounting  practices  followed in the  preparation of financial
statements


                                      F-16

<PAGE>


                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                          Notes to Financial Statements
                         ------------------------------



submitted to state insurance  departments.  The financial statements prepared in
conformity with GAAP include amounts based on informed estimates and judgment of
management,  with consideration given to materiality.  Significant estimates and
assumptions are utilized in the calculation of cost of policies  produced,  cost
of policies purchased, insurance liabilities,  guaranty fund assessment accruals
and deferred income taxes.  Actual  experience may differ from those  estimates.
Certain amounts from the 1995 and 1994 financial  statements and notes have been
reclassified to conform with the 1996 presentation.

     INVESTMENTS

     Fixed maturity  investments  are securities  that mature more than one year
after issuance.  They include bonds,  notes receivable and preferred stocks with
mandatory redemption features and are classified as follows:

         ACTIVELY MANAGED - fixed maturity  securities that may be sold prior to
         maturity  due to changes  that might  occur in market  interest  rates,
         issuer credit quality or the Company's liquidity requirements. Actively
         managed fixed  maturity  securities are carried at estimated fair value
         and the  unrealized  gain or loss is  recorded  net of tax and  related
         adjustments described below as a component of shareholder's equity.

         TRADING  ACCOUNT  - fixed  maturity  securities  are  bought  and  held
         principally  for the purpose of selling them in the near term.  Trading
         account  securities  are carried at  estimated  fair value.  Unrealized
         gains or losses are  included in net  investment  gains  (losses).  The
         Company did not hold any trading account  securities  during 1996, 1995
         or 1994.

         HELD TO  MATURITY - (all other  fixed  maturity  securities)  are those
         securities  which the Company has the  ability and  positive  intent to
         hold to maturity,  and are carried at amortized  cost.  The Company may
         dispose  of  these  securities  if the  credit  quality  of the  issuer
         deteriorates,   if  regulatory   requirements  change  or  under  other
         unforeseen  circumstances.  The Company has not held any  securities in
         this classification during 1996, 1995 or 1994.

     Anticipated  returns,  including  investment  gains  and  losses,  from the
investment  of   policyholder   balances  are  considered  in  determining   the
amortization  of the  cost  of  policies  purchased  and the  cost  of  policies
produced.  When  actively  managed  fixed  maturity  securities  are  stated  at
estimated  fair value,  an adjustment to the cost of policies  purchased and the
cost of policies  produced may be necessary  if a change in  amortization  would
have been recorded if such  securities had been sold at their fair value and the
proceeds reinvested at current yields. Furthermore, if future yields expected to
be earned on such securities  decline,  it may be necessary to increase  certain
insurance  liabilities.  Adjustments to such liabilities are required when their
balances,  in addition to future net cash flows (including  investment  income),
are insufficient to cover future benefits and expenses.

     Unrealized  gains and losses and the related  adjustments  described in the
preceding paragraph have no effect on earnings, but are recorded, net of tax, as
a component of shareholder's  equity.  The following table summarizes the effect
of these adjustments as of December 31, 1996:
<TABLE>
<CAPTION>

                                                                                     Effect of fair
                                                                    Balance        value adjustment on
                                                                    before          actively managed          Reported
                                                                  adjustment        fixed maturities           amount
                                                                  ----------        ----------------           ------
                                                                                  (Dollars in millions)


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

Actively managed fixed maturity securities....................      $1,810.8               $(15.7)              $1,795.1
Cost of policies purchased....................................         135.2                  7.8                  143.0
Cost of policies produced.....................................          37.1                  1.1                   38.2
Income tax liabilities........................................          32.2                  2.4                   29.8
Net unrealized depreciation of fixed maturities...............           -                   (4.4)                  (4.4)
</TABLE>


                                                           F-17

<PAGE>


                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                          Notes to Financial Statements
                         ------------------------------



     When  changes  in  conditions  cause  a  fixed  maturity  investment  to be
transferred to a different category (e.g. actively managed,  held to maturity or
trading),  the security is  transferred to the new category at its fair value at
the date of the transfer. There were no such transfers in 1996, 1995 or 1994. At
the  transfer  date,  the  security's  unrealized  gain or loss is  recorded  as
follows:

     o     For transfers to the trading category, the unrealized gain or loss is
           recognized in earnings;

     o     For transfers from the trading category,  the unrealized gain or loss
           already recognized in earnings is not reversed;

     o     For  transfers  to  actively  managed  from  held  to  maturity,  the
           unrealized gain or loss is recognized in shareholder's equity; and

     o     For  transfers  to  held  to  maturity  from  actively  managed,  the
           unrealized  gain or loss at the  date  of  transfer  continues  to be
           recognized  in  shareholder's  equity,  but is  amortized  as a yield
           adjustment until ultimately sold.

     Credit-tenant loans are loans for commercial  properties which require: (i)
the lease of the principal tenant to be assigned to the Company;  (ii) the lease
to produce adequate cash flow to fund substantially all the cash requirements of
the loan;  and (iii) the  principal  tenant,  or the  guarantor of such tenant's
obligations,  to have an  investment-grade  credit rating when the loan is made.
These loans also must be  collateralized  by the value of the related  property.
Underwriting guidelines take into account such factors as: (i) the lease term of
the  property;  (ii)  the  borrower's  management  ability,  including  business
experience,  property management capabilities and financial soundness; and (iii)
such economic, demographic or other factors that may affect the income generated
by the property or its value. The underwriting  guidelines  generally  require a
loan-to-value  ratio of 75 percent or less.  Credit-tenant loans and traditional
mortgage loans are carried at amortized cost.

     Policy loans are stated at their current unpaid principal balance.

     Short-term  investments  include commercial paper,  invested cash and other
investments  purchased with maturities of less than three months and are carried
at amortized cost,  which  approximates  fair value.  The Company  considers all
short-term investments to be cash equivalents.

     Fees  received  and  costs  incurred  in  connection  with  origination  of
investments,  principally mortgage loans, are deferred.  Fees, costs,  discounts
and premiums are amortized as yield adjustments over the contractual life of the
investments.  Anticipated  prepayments on  mortgage-backed  securities are taken
into consideration in determining estimated future yields on such securities.

     The specific  identification  method is used to account for the disposition
of investments.  The  differences  between sale proceeds and carrying values are
reported as investment gains and losses,  or as adjustments to investment income
if the proceeds are prepayments by issuers prior to maturity.

     The Company regularly evaluates investment securities,  credit-tenant loans
and  mortgage  loans  based on current  economic  conditions,  past  credit loss
experience and other  circumstances  of the investee.  A decline in a security's
net  realizable  value that is other than  temporary is treated as an investment
loss and the cost basis of the security is reduced to its estimated  fair value.
Impaired  loans  are  revalued  at the  present  value of  expected  cash  flows
discounted  at the loan's  effective  interest rate when it is probable that the
Company will be unable to collect all amounts due  according to the  contractual
terms of the agreement.  The Company accrues interest on the net carrying amount
of impaired loans.

     As part of the Company's  investment  strategy,  the Company may enter into
reverse  repurchase  agreements  and  dollar-roll  transactions  to increase its
investment return or to improve liquidity.  These transactions are accounted for
as collateral borrowings,  where the amount borrowed is equal to the sales price
of the underlying securities.



                                      F-18

<PAGE>

                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                          Notes to Financial Statements
                         ------------------------------



     SEPARATE ACCOUNTS

     Separate  accounts are funds on which investment income and gains or losses
accrue  directly  to certain  policyholders.  The assets of these  accounts  are
legally  segregated.  They are not subject to the claims  which may arise out of
any other business of the Company.  The Company reports  separate account assets
at market value;  the  underlying  investment  risks are assumed by the contract
holders.  The Company  records the related  liabilities  at amounts equal to the
underlying  assets;  the fair value of these  liabilities  equals their carrying
amount.

     COST OF POLICIES PURCHASED

     The cost of policies  purchased  represents the portion of the  acquisition
cost that was  allocated to the value of the right to receive  future cash flows
from  insurance  contracts  existing at the date such  insurance  contracts were
acquired.  The value of cost of policies purchased is the actuarially determined
present  value of the projected  future cash flows from the insurance  contracts
existing at the acquisition  date. The method used to value the cost of policies
purchased is consistent  with the valuation  methods used most commonly to value
blocks  of  insurance  business,   which  is  also  consistent  with  the  basic
methodology  generally  used to value  assets.  The method used is summarized as
follows:

     o    Identify the expected future cash flows from the blocks of business.

     o    Identify the risks inherent in realizing those cash flows (i.e., what
          is the probability that the cash flows will be realized).

     o    Identify the rate of return necessary  considering the risks inherent
          in realizing the cash flows.

     o    Determine  the value of the  policies  by  discounting  the  expected
          future cash flows by the discount rate required.

          The  expected  future  cash flows used in  determining  such value are
          based  on  actuarially   determined   projections  of  future  premium
          collections,  mortality,  surrenders,  operating expenses,  changes in
          insurance  liabilities,  investment  yields on the assets held to back
          the policy liabilities and other factors.  These projections take into
          account all factors known or expected at the valuation date,  based on
          the collective judgment of the Company's management. Actual experience
          on purchased  business may vary from projections due to differences in
          renewal premiums  collected,  investment  spread,  investment gains or
          losses, mortality and morbidity costs and other factors.

     The  discount  rate used to  determine  the  value of the cost of  policies
purchased  is the rate of return  required  in order to  invest in the  business
being  acquired.  In  determining  this required  rate of return,  the following
factors are considered:

     o    The  magnitude  of the risks  associated  with  each of the  actuarial
          assumptions used in determining expected future cash flows.

     o    The cost of capital required to fund the acquisition.

     o    The  likelihood  of changes in projected  future cash flows that might
          occur if there are changes in insurance regulations and tax laws.

     o    The  acquired  business  compatibility  with other  activities  of the
          Company that may favorably affect future cash flows.

     o    The complexity of the acquired business.

     o    Recent prices (i.e.,  discount rates used in  determining  valuations)
          paid by others to acquire similar blocks of business.



                                      F-19

<PAGE>


                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                          Notes to Financial Statements
                         ------------------------------



     After the cost of policies  purchased is determined,  it is amortized based
on the incidence of the expected cash flows.  This asset is amortized  using the
interest rate credited to the underlying policies.

     If renewal  premiums  collected,  investment  spread,  investment  gains or
losses, mortality and morbidity costs or other factors differ from expectations,
amortization  of the cost of policies  purchased is adjusted.  For example,  the
sale of a fixed maturity  investment may result in a gain (or loss). If the sale
proceeds are reinvested at a lower (or higher)  earnings rate, there may also be
a reduction  (or increase) in future  investment  spread.  Amortization  must be
increased  (decreased)  to reflect the change in the  incidence of expected cash
flows  consistent  with the  methods  used  with the cost of  policies  produced
(described below).

     Each  year,  the  recoverability  of the  cost  of  policies  purchased  is
evaluated by line of business within each block of purchased insurance business.
If current estimates indicate that the existing insurance liabilities,  together
with the  present  value of future net cash  flows  from the blocks of  business
purchased,  will be insufficient to recover the cost of policies purchased,  the
difference is charged to expense.  Amortization is adjusted  consistent with the
methods used with the cost of policies produced (as described below).

     The cost of policies  purchased related to the original  acquisition of the
Company by the  Partnership  in 1990 is  amortized  under a  slightly  different
method than that described above. However, the effect of the different method on
1996 net income was insignificant.

     COST OF POLICIES PRODUCED

     Costs which vary with and are primarily  related to the  acquisition of new
business  are  deferred  to the extent  that such costs are deemed  recoverable.
These  costs  include   commissions,   certain  costs  of  policy  issuance  and
underwriting  and  certain  agency  expenses.  For  traditional  life and health
contracts,  deferred  costs are  amortized  with  interest in relation to future
anticipated  premium  revenue  using  the  same  assumptions  that  are  used in
calculating the insurance  liabilities.  For immediate  annuities with mortality
risks, deferred costs are amortized in relation to the present value of benefits
to be paid.  For universal  life-type,  interest-sensitive  and  investment-type
contracts,  deferred  costs are  amortized  in relation to the present  value of
expected gross profits from these contracts,  discounted using the interest rate
credited to the policy (currently, 5 percent to 8 percent).

     Recoverability  of the unamortized  balance of cost of policies produced is
evaluated regularly and considers  anticipated  investment income. For universal
life-type contracts and investment-type  contracts, the accumulated amortization
is adjusted  (whether an increase or a decrease)  whenever  there is a change in
the  estimated  gross  profits  expected over the life of a block of business in
order to maintain a constant  relationship  between amortization and the present
value  (discounted  at the rate of interest  that  accrues to the  policies)  of
expected  gross  profits.   For  traditional  and  most  other  contracts,   the
unamortized  asset balance is reduced by a charge to income only when the sum of
the present value of discounted future cash flows and the policy  liabilities is
not sufficient to cover such asset balance.

     GOODWILL

     The excess of the cost of  acquiring  the  Company's  net  assets  over its
estimated  fair values is recorded as  goodwill  and is being  amortized  on the
straight-line basis over a 40-year period. The Company periodically assesses the
recoverability  of  goodwill  through  projections  of  future  earnings  of the
acquired  business.  Such assessment is made based on whether  goodwill is fully
recoverable  from  projected  undiscounted  net cash flows from  earnings of the
acquired business over the remaining  amortization period. If future evaluations
of goodwill indicate a material change in the factors supporting  recoverability
over the remaining amortization period, all or a portion of goodwill may need to
be written  off or the  amortization  period  shortened  (no such  changes  have
occurred).


                                      F-20


<PAGE>


                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                          Notes to Financial Statements
                         ------------------------------



     INSURANCE  LIABILITIES,  RECOGNITION OF INSURANCE POLICY INCOME AND RELATED
BENEFITS AND EXPENSES

     Reserves for traditional and  limited-payment  life insurance contracts are
generally  calculated using the net level premium method based on assumptions as
to investment  yields,  mortality,  morbidity,  withdrawals  and dividends.  The
assumptions  are based on  projections  using past and expected  experience  and
include provisions for possible adverse deviation. These assumptions are made at
the time the  contract  is  issued  or,  in the case of  contracts  acquired  by
purchase, at the purchase date.

     Reserves for universal life-type and investment-type contracts are based on
the  contract  account  balance,  if future  benefit  payments  in excess of the
account  balance are not  guaranteed,  or on the present value of future benefit
payments when such payments are  guaranteed.  Additional  increases to insurance
liabilities  are made if future  cash  flows  including  investment  income  are
insufficient to cover future benefits and expenses.

     For  investment-type  contracts  without  mortality  risk (such as deferred
annuities and immediate  annuities with benefits paid for a period  certain) and
for  contracts  that permit the  Company or the  insured to make  changes in the
contract terms (such as single-premium  whole life and universal life),  premium
deposits  and benefit  payments  are  recorded as  increases  or  decreases in a
liability  account rather than as revenue and expense.  Amounts  charged against
the  liability  account for the cost of  insurance,  policy  administration  and
surrender penalties are recorded as revenues. Interest credited to the liability
account and benefit  payments made in excess of the contract  liability  account
balance are charged to expense.

     For traditional life insurance contracts, premiums are recognized as income
when due. Benefits and expenses are associated with earned premiums resulting in
their level  recognition  over the premium paying period of the contracts.  Such
recognition is accomplished through the provision for future policy benefits and
the amortization of deferred policy acquisition costs.

     For  contracts  with  mortality  risk,  but with  premiums  paid for only a
limited period (such as  single-premium  immediate  annuities with benefits paid
for  the  life  of the  annuitant),  the  accounting  treatment  is  similar  to
traditional  contracts.  However,  the excess of the gross  premium over the net
premium is deferred and  recognized in relation to the present value of expected
future benefit payments.

     Liabilities for incurred claims are determined using historical  experience
and  represent an estimate of the present  value of the ultimate net cost of all
reported  and  unreported  claims.   Management  believes  these  estimates  are
adequate.  Such  estimates are  periodically  reviewed and any  adjustments  are
reflected in current operations.

     For participating  policies,  the amount of dividends to be paid (which are
not  significant)  is  determined  annually by the  Company.  The portion of the
earnings  allocated to  participating  policyholders is recorded as an insurance
liability.

     REINSURANCE



     In the normal  course of business,  the Company seeks to limit its exposure
to loss on any single  insured  and to recover a portion of  benefits  paid over
such limit by ceding  reinsurance to other  insurance  enterprises or reinsurers
under  excess  coverage  and  coinsurance  contracts.  The  Company  has set its
retention  limit for  acceptance of risk on life  insurance  policies at various
levels up to $.5 million.

     Assets and liabilities  related to insurance  contracts are reported before
the effects of  reinsurance.  Reinsurance  receivables  and prepaid  reinsurance
premiums  (including  amounts related to insurance  liabilities) are reported as
assets.  Estimated reinsurance receivables are recognized in a manner consistent
with the liabilities relating to the underlying reinsured insurance contracts.



R                                      F-21

<PAGE>


                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                          Notes to Financial Statements
                         ------------------------------



     INCOME TAXES

     Income  tax  expense   includes   deferred  taxes  arising  from  temporary
differences  between  the  tax and  financial  reporting  basis  of  assets  and
liabilities.  The  effects  of a tax rate  change  on  current  and  accumulated
deferred  income  taxes are  reflected  in the  period in which the  change  was
enacted.

     In assessing the realization of deferred tax assets,  the Company considers
whether  it is more  likely  than not  that  the  deferred  tax  assets  will be
realized.  The ultimate realization of deferred tax assets is dependent upon the
generation  of future  taxable  income  during the  periods  in which  temporary
differences  become  deductible.  If future  income does not occur as  expected,
deferred income taxes may need to be written off.


     FAIR VALUES OF FINANCIAL INSTRUMENTS


     The  following  methods  and  assumptions  were  used  by  the  Company  in
determining estimated fair values of financial instruments:

     INVESTMENT  SECURITIES:   The  estimated  fair  values  of  fixed  maturity
     securities (including redeemable preferred stocks) are based on quotes from
     independent pricing services,  where available.  For investment  securities
     for which such  quotes are not  available,  the  estimated  fair values are
     determined  using values  obtained from  broker-dealer  market makers or by
     discounting  expected future cash flows using current market interest rates
     applicable to the yield,  credit quality of the investments and maturity of
     the investments.

     MORTGAGE LOANS,  CREDIT-TENANT  LOANS AND POLICY LOANS:  The estimated fair
     values  of  mortgage  loans,  credit-tenant  loans  and  policy  loans  are
     determined by discounting  future  expected cash flows using interest rates
     currently  being offered for similar loans to borrowers with similar credit
     ratings. Loans with similar  characteristics are aggregated for purposes of
     the calculations.

     OTHER INVESTED ASSETS:  The estimated fair values of these assets have been
     assumed to be equal to their carrying value. Such value is believed to be a
     reasonable approximation of the fair value of these investments.

     SHORT-TERM INVESTMENTS: The estimated fair values of short-term investments
     are based on quoted market prices,  where  available.  The carrying  amount
     reported in the balance sheet for these assets approximates their estimated
     fair value.

     INSURANCE LIABILITIES FOR INVESTMENT  CONTRACTS:  The estimated fair values
     of liabilities  under  investment-type  insurance  contracts are determined
     using discounted cash flow  calculations  based on interest rates currently
     being offered for similar  contracts with maturities  consistent with those
     remaining for the contracts being valued.

     INVESTMENT  BORROWINGS:  Due to the short-term  nature of these  borrowings
     (terms  generally less than 30 days),  estimated fair values are assumed to
     approximate the carrying amount reported in the balance sheet.


                                      F-22

<PAGE>


                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                          Notes to Financial Statements
                         ------------------------------



     The estimated fair values of financial instruments are as follows:
<TABLE>
<CAPTION>
                                                                          1996                            1995
                                                                  ---------------------          ---------------------
                                                                  CARRYING        FAIR           CARRYING        FAIR
                                                                   AMOUNT         VALUE           AMOUNT         VALUE
                                                                   ------         -----           ------         -----
                                                                                    (DOLLARS IN MILLIONS)
<S>                                                               <C>           <C>               <C>          <C>     


     Financial assets issued for purposes other than trading:
       Actively managed fixed maturity securities...........      $1,795.1      $1,795.1          $2,030.9     $2,030.9
       Mortgage loans.......................................          77.3          77.0              95.5        108.9
       Credit-tenant loans..................................          93.4          92.5              79.4         79.7
       Policy loans.........................................          80.8          80.8              84.7         84.7
       Other invested assets................................          89.0          89.0              37.8         37.8
       Short-term investments...............................          14.8          14.8              19.0         19.0

      Financial liabilities issued for purposes other than trading:
       Insurance liabilities for investment contracts (1)...      $1,282.1      $1,282.1          $1,346.5     $1,346.5
       Investment borrowings................................          48.4          48.4              84.2         84.2
</TABLE>

       ----------------------
       (1) The estimated fair value of the liabilities for investment  contracts
           was  approximately  equal to its carrying  value at December 31, 1996
           and 1995,  because  interest  rates  credited on the vast majority of
           account   balances   approximate   current   rates  paid  on  similar
           investments  and  because  these rates are not  generally  guaranteed
           beyond one year.  The Company is not required to disclose fair values
           for insurance liabilities, other than those for investment contracts.
           However,  the Company takes into  consideration  the  estimated  fair
           values of all  insurance  liabilities  in its overall  management  of
           interest  rate risk.  The Company  attempts  to minimize  exposure to
           changing  interest  rates  by  matching  investment  maturities  with
           amounts due under insurance contracts.


2.   JEFFERSON NATIONAL MERGER

     On December 31, 1994, Jefferson National was merged with the Company,  with
the Company being the surviving  corporation.  The merger has been accounted for
as a pooling of interests and,  accordingly,  the financial  statements for 1994
have been restated to include the accounts of Jefferson  National.  Certain 1994
balances for the separate companies are as follows:
<TABLE>
<CAPTION>

                                                                             AMOUNT PRIOR TO    JEFFERSON
                                                                            EFFECT OF MERGER     NATIONAL        COMBINED
                                                                            ----------------     --------        --------
                                                                                        (DOLLARS IN MILLIONS)


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

   Insurance policy income...................................................   $   53.2          $   45.4       $   98.6
   Net investment income.....................................................      101.9              86.0          187.9
   Total revenues............................................................      154.1             132.6          286.7
   Income before income taxes................................................       25.9              35.6           61.5
   Net income................................................................       16.7              22.1           38.8
</TABLE>



                                                           F-23

<PAGE>


                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                          Notes to Financial Statements
                         ------------------------------


3.   INVESTMENTS


     At December  31,  1996,  the  amortized  cost and  estimated  fair value of
actively managed fixed maturity securities were as follows:
<TABLE>
<CAPTION>
                                                                                GROSS          GROSS          ESTIMATED
                                                               AMORTIZED     UNREALIZED     UNREALIZED          FAIR
                                                                 COST           GAINS         LOSSES            VALUE
                                                                 ----           -----         ------            -----
                                                                                 (DOLLARS IN MILLIONS)


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

   United States Treasury securities and obligations
      of United States government corporations and
      agencies............................................   $     29.9       $    .3       $    .3          $     29.9
   Obligations of state and political subdivisions........          6.1            .1            .1                 6.1
   Debt securities issued by foreign governments..........         11.6           -              .5                11.1
   Public utility securities..............................        234.8           2.4           7.0               230.2
   Other corporate securities.............................        950.1          10.9          17.6               943.4
   Mortgage-backed securities.............................        578.3           2.3           6.2               574.4
                                                             ----------       -------       -------          ----------
      Total...............................................     $1,810.8         $16.0         $31.7            $1,795.1
                                                               ========         =====         =====            ========
</TABLE>

     At December  31,  1995,  the  amortized  cost and  estimated  fair value of
actively managed fixed maturity securities were as follows:
<TABLE>
<CAPTION>
                                                                                GROSS          GROSS          ESTIMATED
                                                               AMORTIZED     UNREALIZED     UNREALIZED          FAIR
                                                                 COST           GAINS         LOSSES            VALUE
                                                                 ----           -----         ------            -----
                                                                             (DOLLARS IN MILLIONS)
<S>                                                        <C>                 <C>            <C>          <C>       
   United States Treasury securities and obligations
      of United States government corporations and
      agencies............................................ $     59.2          $  2.1         $  -         $     61.3
   Obligations of state and political subdivisions........        9.3              .2             .1              9.4
   Debt securities issued by foreign governments..........        8.3              .3            -                8.6
   Public utility securities..............................      351.6            11.4            2.0            361.0
   Other corporate securities.............................      888.0            34.0            6.4            915.6
   Mortgage-backed securities.............................      663.7            12.2             .9            675.0
                                                           ----------          ------         ------       ----------

          Total...........................................   $1,980.1           $60.2           $9.4         $2,030.9
                                                             ========           =====           ====         ========
</TABLE>

     Actively  managed fixed  maturity  securities,  summarized by the source of
their estimated fair value, were as follows at December 31, 1996:
<TABLE>
<CAPTION>
                                                                                                      ESTIMATED
                                                                                     AMORTIZED          FAIR
                                                                                       COST             VALUE
                                                                                       ----             -----
                                                                                         (DOLLARS IN MILLIONS)


<S>                                                                                     <C>             <C>     

Nationally recognized pricing services..........................................        $1,516.7        $1,500.4
Broker-dealer market makers.....................................................           242.9           243.6
Internally developed methods (calculated based
   on a weighted-average current market yield of 10.2 percent)..................            51.2            51.1
                                                                                     -----------     -----------

         Total .................................................................        $1,810.8        $1,795.1
                                                                                        ========        ========
</TABLE>



                                                           F-24

<PAGE>


                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                          Notes to Financial Statements
                         ------------------------------



     The following table sets forth actively  managed fixed maturity  securities
at December 31, 1996, classified by rating categories.  The category assigned is
the highest rating by a nationally  recognized  statistical rating  organization
or, as to $23.5  million fair value of fixed  maturity  securities  not rated by
such  firms,  the rating  assigned  by the  National  Association  of  Insurance
Commissioners ("NAIC"). For the purposes of this table, NAIC Class 1 is included
in the "A" rating;  Class 2,  "BBB-";  Class 3, "BB-";  and Classes 4-6, "B+ and
below":
<TABLE>
<CAPTION>
                                                                                           PERCENT OF       PERCENT OF
INVESTMENT                                                                                    FIXED           TOTAL
  RATING                                                                                   MATURITIES      INVESTMENTS
  ------                                                                                   ----------      -----------
<S>                                                                                          <C>            <C>
AAA...................................................................................       37%              28%
AA   .................................................................................        6                5
A    .................................................................................       21               15
BBB+..................................................................................        9                6
BBB...................................................................................       13               10
BBB-..................................................................................        7                5
                                                                                           ----             ----

     Investment-grade.................................................................       93               69
                                                                                           ----             ----

BB+...................................................................................        1                1
BB   .................................................................................        1                1
BB-...................................................................................        2                2
B+ and below .........................................................................        3                2
                                                                                           ----             ----

     Below investment-grade...........................................................        7                6
                                                                                           ----             ----

         Total actively managed fixed maturities......................................      100%              75%
                                                                                           ====             ====
</TABLE>

     Below   investment-grade   actively  managed  fixed  maturity   securities,
summarized  by the amount  their  amortized  cost  exceeds  fair value,  were as
follows at December 31, 1996:
<TABLE>
<CAPTION>
                                                                                                            ESTIMATED
                                                                                         AMORTIZED            FAIR
                                                                                           COST               VALUE
                                                                                           ----               -----
                                                                                             (DOLLARS IN MILLIONS)


<S>                                                                                      <C>                 <C>     

Amortized cost exceeds fair value by more than 15%..................................      $   3.1            $    1.7
Amortized cost exceeds fair value by more than 5% but not more than 15%.............         18.4                16.8
All others..........................................................................        111.1               113.3
                                                                                          -------             -------

         Total......................................................................      $ 132.6             $ 131.8
                                                                                          =======             =======
</TABLE>

     The Company had no fixed  maturity  investments in technical or substantive
default as of December  31,  1996.  The  Company  recorded  writedowns  of fixed
maturity  investments  and other invested  assets  totaling $.8 million in 1996,
$1.6  million  in 1995 and $1.0  million  in 1994,  as a result  of  changes  in
conditions  which  caused it to  conclude  the  decline in the fair value of the
investment  was other than  temporary.  As of December 31,  1996,  there were no
fixed maturity  investments about which the Company had serious doubts as to the
ability of the issuer to comply with the contractual  terms of their obligations
on a timely basis.  Investment  income foregone due to defaulted  securities was
$.2 million in 1996,  $.1 million in the four months ended December 31, 1995 and
$1.3 million in 1994.  There was no investment  income foregone due to defaulted
securities during the eight months ended August 31, 1995.


                                      F-25

<PAGE>


                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                          NOTES TO FINANCIAL STATEMENTS
                         ------------------------------



     Actively managed fixed maturity securities at December 31, 1996, summarized
by contractual  maturity date, are shown below.  Actual  maturities  will differ
from  contractual  maturities  because  borrowers  may have the right to call or
prepay obligations with or without call or prepayment penalties and because most
mortgage-backed securities provide for periodic payments throughout their lives.
<TABLE>
<CAPTION>
                                                                                                        ESTIMATED
                                                                                         AMORTIZED        FAIR
                                                                                           COST           VALUE
                                                                                           ----           -----
                                                                                           (DOLLARS IN MILLIONS)
<S>                                                                                   <C>             <C>        
Due in one year or less.........................................................      $      10.7     $      10.6
Due after one year through five years...........................................            102.3           103.1
Due after five years through ten years..........................................            314.7           313.5
Due after ten years.............................................................            804.8           793.5
                                                                                       ----------      ----------

       Subtotal.................................................................          1,232.5         1,220.7
Mortgage-backed securities......................................................            578.3           574.4
                                                                                       ----------      ----------
       Total ...................................................................         $1,810.8        $1,795.1
                                                                                       ==========      ==========
</TABLE>

     Net investment income consisted of the following:
<TABLE>
<CAPTION>

                                                          YEAR        FOUR MONTHS   EIGHT MONTHS        YEAR
                                                          ENDED         ENDED           ENDED           ENDED
                                                      DECEMBER 31,   DECEMBER 31,    AUGUST 31,     DECEMBER 31,
                                                          1996           1995           1995            1994
                                                          ----           ----           ----            ----
                                                                          (DOLLARS IN MILLIONS)


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

Actively managed fixed maturity securities.......        $146.4          $53.9          $110.2         $157.9
Mortgage loans...................................          11.8            4.8             8.0           13.0
Credit-tenant loans .............................           7.2            1.7             4.1            3.8
Policy loans.....................................           5.0            1.9             3.5            5.2
Short-term investments...........................           2.3             .8             1.9            3.8
Other invested assets............................          11.4             .3             1.6            3.2
Separate accounts................................          35.6           11.3             7.9            2.3
                                                       --------         ------       ---------      ---------

     Gross investment income.....................         219.7           74.7           137.2          189.2
Investment expenses..............................           1.3             .5              .8            1.3
                                                      ---------       --------      ----------      ---------

     Net investment income.......................        $218.4          $74.2          $136.4         $187.9
                                                         ======          =====          ======         ======
</TABLE>

     The Company did not have any fixed maturity  investments and mortgage loans
not accruing investment income in 1996, 1995 and 1994.



                                      F-26

<PAGE>


                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                          Notes to Financial Statements
                         ------------------------------



     The proceeds from sales of actively managed fixed maturity  securities were
$938.3  million in 1996,  $512.5  million in the four months ended  December 31,
1995,  $406.0  million in the eight  months  ended  August  31,  1995 and $578.3
million in 1994.

Net investment gains consisted of the following:
<TABLE>
<CAPTION>
                                                          YEAR        FOUR MONTHS   EIGHT MONTHS        YEAR
                                                          ENDED         ENDED           ENDED           ENDED
                                                      DECEMBER 31,   DECEMBER 31,    AUGUST 31,     DECEMBER 31,
                                                          1996           1995           1995            1994
                                                          ----           ----           ----            ----
                                                                          (DOLLARS IN MILLIONS)
Fixed maturities:
<S>                                                     <C>            <C>             <C>            <C>  
   Gross gains...................................       $16.6          $16.5           $14.4          $17.6
   Gross losses..................................        (9.2)          (2.2)           (2.3)          (9.3)
   Other than temporary decline in fair value....         (.2)           (.4)           (1.2)          (1.0)
                                                        -----          -----           -----          -----

     Net investment gains from fixed maturities
       before expenses...........................         7.2           13.9            10.9            7.3
Mortgage loans...................................           -              -             (.2)             -
Other  ..........................................           -              -            (1.0)          (3.1)
Other than temporary decline in fair value.......         (.6)             -               -             -
                                                        -----          -----            ----          -----

     Net investment gains before expenses........         6.6           13.9             9.7            4.2
Investment gain expenses.........................         3.9            1.4             2.4            4.0
                                                        -----          -----           -----          -----
     Net investment gains........................       $ 2.7          $12.5           $ 7.3          $  .2
                                                        =====          =====           =====          =====
</TABLE>

     The change in net  unrealized  appreciation  (depreciation)  on investments
consisted of the following:
<TABLE>
<CAPTION>
                                                          YEAR        FOUR MONTHS   EIGHT MONTHS        YEAR
                                                          ENDED         ENDED           ENDED           ENDED
                                                      DECEMBER 31,   DECEMBER 31,    AUGUST 31,     DECEMBER 31,
                                                          1996           1995           1995            1994
                                                          ----           ----           ----            ----
                                                                          (DOLLARS IN MILLIONS)
<S>                                                    <C>               <C>            <C>         <C>     
Actively managed fixed maturities ..........           $ (66.5)        $  45.5       $  164.1       $ (254.9)
Other invested assets ......................              (1.3)             .1            5.1           (3.2)
                                                       -------         -------       --------       --------

         Subtotal ..........................             (67.8)           45.6          169.2         (258.1)
Less effect on other balance sheet accounts:
   Cost of policies purchased ..............              36.6           (26.3)         (64.1)          93.1
   Cost of policies produced ...............               4.5            (2.7)         (12.0)          27.6
   Income taxes ............................               9.7            (6.1)         (34.1)          49.1
                                                       -------         -------       --------       --------

Change in net unrealized appreciation
   (depreciation) of securities ............           $ (17.0)        $  10.5       $   59.0       $  (88.3)
                                                       =======         =======       ========       ========
</TABLE>


                                      F-27

<PAGE>


                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                          Notes to Financial Statements
                         ------------------------------



     Investments in  mortgage-backed  securities at December 31, 1996,  included
collateralized   mortgage   obligations   ("CMOs")   of   $221.6   million   and
mortgage-backed  pass-through  securities of $352.8 million. CMOs are securities
backed by pools of pass-through  securities and/or mortgages that are segregated
into sections or "tranches." These securities provide for sequential  retirement
of  principal,  rather than the pro rata share of principal  return which occurs
through regular monthly principal payments on pass-through securities.

     The following table sets forth the par value,  amortized cost and estimated
fair  value of  investments  in  mortgage-backed  securities  including  CMOs at
December 31, 1996, summarized by interest rates on the underlying collateral:
<TABLE>
<CAPTION>
                                                                                   PAR       AMORTIZED      ESTIMATED
                                                                                  VALUE        COST        FAIR VALUE
                                                                                  -----        ----        ----------
                                                                                        (DOLLARS IN MILLIONS)
<S>   <C>                                                                        <C>           <C>             <C>   
Below 7 percent .....................................................            $209.6        $205.1          $201.5
7 percent - 8 percent................................................             247.4         241.5           240.6
8 percent - 9 percent................................................              70.9          69.7            69.3
9 percent and above..................................................              60.1          62.0            63.0
                                                                                 ------        ------          ------


     Total mortgage-backed securities................................            $588.0        $578.3          $574.4
                                                                                 ======        ======          ======
</TABLE>


     The amortized cost and estimated fair value of  mortgage-backed  securities
including  CMOs at December 31,  1996,  summarized  by type of security  were as
follows:
<TABLE>
<CAPTION>

                                                                                          ESTIMATED FAIR VALUE
                                                                                          ---------------------
                                                                                                        PERCENT
                                                                              AMORTIZED                OF FIXED
                                                                                COST        AMOUNT    MATURITIES
                                                                                ----        ------    ----------
TYPE                                                                                 (DOLLARS IN MILLIONS)
- ---
<S>                                                                             <C>          <C>         <C>
Pass-throughs and sequential and targeted amortization classes...........       $458.7       $454.9      25%
Accrual (Z tranche) bonds................................................          9.6          9.7       1
Planned amortization classes and accretion directed bonds................         77.2         76.7       4
Subordinated classes ....................................................         32.8         33.1       2
                                                                              --------     --------     ---

         Total mortgage-backed securities................................       $578.3       $574.4      32%
                                                                                ======       ======      ===
</TABLE>

     The following  table sets forth the amortized cost and estimated fair value
of  mortgage-backed  securities as of December 31, 1996,  based upon the pricing
source used to determine estimated fair value:
<TABLE>
<CAPTION>
                                                                                                        ESTIMATED
                                                                                         AMORTIZED        FAIR
                                                                                           COST           VALUE
                                                                                           ----           -----
                                                                                           (DOLLARS IN MILLIONS)
<S>                                                                                         <C>           <C>   
Nationally recognized pricing services .............................................        $515.1        $511.3
Broker-dealer market makers.........................................................          52.7          52.5
Internally developed methods (calculated based on a
       weighted-average current market yield of 7.4 percent)........................          10.5          10.6
                                                                                          --------      --------

         Total mortgage-backed securities...........................................        $578.3        $574.4
                                                                                            ======        ======
</TABLE>


                                                           F-28

<PAGE>


                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                          Notes to Financial Statements
                         ------------------------------



       At December  31,  1996,  no  mortgage  loans or  credit-tenant  loans had
defaulted  as  to  principal  or  interest  for  more  than  60  days,  were  in
foreclosure,   had  been  converted  to  foreclosed  real  estate  or  had  been
restructured while the Company owned them. At December 31, 1996, the Company had
a loan loss reserve of $.9 million.  Approximately  30 percent,  18 percent,  16
percent and 6 percent of the mortgage loan balance were on properties located in
California, Indiana, Texas and Florida, respectively.
No other state comprised greater than 5 percent of the mortgage loan balance.

       As part of its  investment  strategy,  the Company  enters  into  reverse
repurchase  agreements and  dollar-roll  transactions  to increase its return on
investments and improve its liquidity.  These  transactions are accounted for as
short-term  borrowings  collateralized  by pledged  securities  with book values
approximately  equal to the loan value. Such borrowings  averaged  approximately
$115.3  million  during 1996 compared to $84.4 million during 1995. The weighted
average  interest rate on short-term  collateralized  borrowings was 5.3 percent
and 5.4 percent during 1996 and 1995, respectively.  The primary risk associated
with  short-term  collateralized  borrowings  is that the  counterparty  will be
unable to perform  under the terms of the contract.  The  Company's  exposure is
limited to the excess of the net  replacement  cost of the  securities  over the
value of the  short-term  investments  (which was not  material at December  31,
1996). The Company believes that the  counterparties  to its reverse  repurchase
and dollar-roll agreements are financially responsible and that the counterparty
risk is minimal.

       Investments on deposit for regulatory authorities as required by law were
$17.1 million at December 31, 1996.

       No  investments  of a single  issuer  were in  excess  of 10  percent  of
shareholder's  equity at December 31,  1996,  other than  investments  issued or
guaranteed by the United States government.

4.   INSURANCE LIABILITIES

     Insurance liabilities consisted of the following:
<TABLE>
<CAPTION>

                                                                          INTEREST                 DECEMBER 31,
                                            WITHDRAWAL     MORTALITY        RATE        ----------------------------
                                            ASSUMPTION    ASSUMPTION     ASSUMPTION         1996             1995
                                            ----------    ----------     ----------     ------------     -----------
                                                                                             (DOLLARS IN MILLIONS)
<S>                                         <C>             <C>           <C>             <C>               <C>     
Future policy benefits:
  Investment contracts................          N/A          N/A            (b)           $1,282.1          $1,346.5
  Limited-payment contracts...........         None          (a)            8%               105.3              96.7
  Traditional life insurance                  Company
     contracts........................      experience       (a)            8%               146.2             153.5
  Universal life-type contracts.......          N/A          N/A            N/A              354.4             367.6
Claims payable and other
  policyholders'  funds...............          N/A          N/A            N/A               69.5              74.8
                                                                                        ----------       -----------
       Total..........................                                                    $1,957.5          $2,039.1
                                                                                        ==========       ===========
</TABLE>

- --------------------
(a)  Principally  modifications of the 1975-80 Basic Table,  Select and Ultimate
     Table.

(b)  At December 31, 1996 and 1995,  approximately  98 percent of this liability
     represented account balances where future benefits were not guaranteed. The
     weighted  average  interest  rate  on the  remainder  of  the  liabilities,
     representing  the  present  value  of  guaranteed   future  benefits,   was
     approximately 7 percent at December 31, 1996.


                                      F-29

<PAGE>

                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                          Notes to Financial Statements
                         ------------------------------



     Participating  policies represented  approximately 3.5 percent, 3.7 percent
and 3.6 percent of total life insurance in force at December 31, 1996,  1995 and
1994,  respectively,  and approximately 2.7 percent, 2.4 percent and 7.5 percent
of  premium  income  for  1996,  1995  and  1994,  respectively.   Dividends  on
participating  policies amounted to $1.9 million,  $1.8 million and $1.7 million
in 1996, 1995 and 1994, respectively.

5.   REINSURANCE

     Cost of reinsurance  ceded where the reinsured  policy  contains  mortality
risks totaled $24.6 million in 1996,  $29.1 million in 1995 and $35.3 million in
1994.  This cost was deducted from  insurance  premium  revenue.  The Company is
contingently  liable for claims  reinsured if the assuming  company is unable to
pay.  Reinsurance  recoveries  netted against  insurance policy benefits totaled
$19.4 million in 1996, $19.5 million in 1995 and $27.5 million in 1994.

     Effective  October 1, 1995,  Western  National Life  Insurance  Company,  a
former subsidiary of Conseco, recaptured certain annuity businesses ceded to the
Company  through a reinsurance  agreement.  Reserves  related to these  policies
totaled $72.8 million.  Recapture fees of $.7 million were  recognized as income
during the four months ended December 31, 1995.

     The Company's reinsurance  receivable balance at December 31, 1996, relates
to many reinsurers. No balance from a single reinsurer exceeds $7.0 million.

6.   INCOME TAXES


     Income tax liabilities consisted of the following:
<TABLE>
<CAPTION>
                                                                                             DECEMBER 31,
                                                                                   -------------------------------
                                                                                      1996                 1995
                                                                                      ----                 ----
                                                                                           (DOLLARS IN MILLIONS)
<S>                                                                                   <C>                   <C>  

Deferred income tax liabilities (assets):
   Cost of policies purchased and cost of policies produced..................      $  60.3                 $ 44.7
   Investments...............................................................         (3.3)                   8.6
   Insurance liabilities.....................................................        (19.7)                 (21.7)
   Unrealized appreciation (depreciation)....................................         (2.5)                   7.2
   Other.....................................................................         (5.0)                  (7.7)
                                                                                   -------                 ------



       Deferred income tax liabilities.......................................         29.8                   31.1
Current income tax liabilities...............................................           -                     7.9
                                                                                   -------                 ------

       Income tax liabilities................................................      $  29.8                 $ 39.0
                                                                                   =======                 ======
</TABLE>


Income tax expense was as follows:
<TABLE>
<CAPTION>
                                                          YEAR        FOUR MONTHS   EIGHT MONTHS       YEAR
                                                          ENDED          ENDED          ENDED          ENDED
                                                      DECEMBER 31,   DECEMBER 31,    AUGUST 31,    DECEMBER 31,
                                                          1996           1995           1995           1994
                                                          ----           ----           ----           ----
                                                                          (DOLLARS IN MILLIONS)


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

Current tax provision...............................      $10.5        $  11.9         $  19.9         $20.0
Deferred tax provision (benefit)....................        4.9           (2.2)           (3.4)          2.7
                                                          -----        -------         -------         -----
       Income tax expense...........................      $15.4        $   9.7         $  16.5         $22.7
                                                          =====        =======         =======         =====
</TABLE>


                                                           F-30

<PAGE>


                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                          Notes to Financial Statements
                         ------------------------------



     Income tax expense differed from that computed at the applicable  statutory
rate of 35 percent for the following reasons:


<TABLE>
<CAPTION>

                                                          YEAR        FOUR MONTHS   EIGHT MONTHS       YEAR
                                                          ENDED          ENDED          ENDED          ENDED
                                                      DECEMBER 31,   DECEMBER 31,    AUGUST 31,    DECEMBER 31,
                                                          1996           1995           1995           1994
                                                          ----           ----           ----           ----
                                                                          (DOLLARS IN MILLIONS)
<S>                                                       <C>             <C>            <C>           <C>  
Federal tax on income before income taxes at
   statutory rate....................................     $14.4           $9.0           $15.6         $21.5
State taxes and other................................        .6             .5              .4            .5
Nondeductible items..................................        .4             .2              .5            .7
                                                       --------         ------        --------       -------


     Income tax expense..............................     $15.4           $9.7           $16.5         $22.7
                                                       ========         ======        ========       =======
</TABLE>



     The Company is currently being examined by the Internal Revenue Service for
the 1994 tax year.  The Company  believes  that the outcome of this  examination
will  not have a  material  impact  on its  financial  position  or  results  of
operations.



7.   RELATED PARTY TRANSACTIONS


     The Company  operates  without  direct  employees  through  management  and
service  agreements  with  subsidiaries  of  Conseco.  Fees  for  such  services
(including  data  processing,  executive  management and  investment  management
services)  were based on negotiated  rates for periods prior to January 1, 1996.
Pursuant  to new service  agreements  effective  January 1, 1996,  such fees are
based on Conseco's direct and directly allocable costs plus a 10 percent margin.
Total fees incurred by the Company under such  agreements  were $44.1 million in
1996, $26.6 million in 1995 and $25.1 million in 1994.

     During  1996,  the  Company  purchased  $31.5  million  par value of senior
subordinated notes issued by subsidiaries of Conseco.  Such notes had a carrying
value of $34.7  million at  December  31,  1996,  and are  classified  as "other
invested  assets" in the accompanying  balance sheet. In addition,  during 1996,
the Company  forgave  receivables  from  Conseco  totaling  $9.9  million.  This
transaction is reflected as a dividend to Conseco in the accompanying  statement
of shareholder's equity.


                                      F-31

<PAGE>


                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                          Notes to Financial Statements
                         ------------------------------



8.   OTHER OPERATING INFORMATION


     Insurance policy income consisted of the following:
<TABLE>
<CAPTION>

                                                            YEAR        FOUR MONTHS    EIGHT MONTHS       YEAR
                                                            ENDED         ENDED            ENDED          ENDED
                                                        DECEMBER 31,   DECEMBER 31,     AUGUST 31,    DECEMBER 31,
                                                            1996           1995            1995           1994
                                                            ----           ----            ----           ----
                                                                           (DOLLARS IN MILLIONS)
<S>                                                         <C>             <C>            <C>            <C>    
Direct premiums collected............................    $   241.3        $   82.8        $ 158.6         $ 240.3
Reinsurance assumed..................................          1.7              .7            2.0             3.1
Reinsurance ceded....................................        (24.6)          (11.2)         (17.9)          (35.3)
                                                         ---------        --------        -------         -------
     Premiums collected, net of reinsurance..........        218.4            72.3          142.7           208.1
Less premiums on universal life and products without
   mortality risk which are recorded as additions to
   insurance liabilities.............................       (169.8)          (50.8)        (104.4)         (146.0)
                                                         ---------        --------        -------         -------
     Premiums on products with mortality and morbidity
       risk, recorded as insurance policy income.....         48.6            21.5           38.3            62.1
Fees and surrender charges...........................         32.8            10.3           22.2            36.5
                                                         ---------        --------        -------         -------

       Insurance policy income.......................    $    81.4        $   31.8        $  60.5         $  98.6
                                                         =========        ========        =======         =======
</TABLE>


     The four states with the largest shares of the Company's premiums collected
in 1996 were Texas (29 percent),  Florida (19  percent),  California (9 percent)
and Michigan (7 percent).  No other state's share of premiums collected exceeded
5 percent.


     Other operating costs and expenses were as follows:
<TABLE>
<CAPTION>
                                                            YEAR        FOUR MONTHS    EIGHT MONTHS       YEAR
                                                            ENDED         ENDED            ENDED          ENDED
                                                        DECEMBER 31,   DECEMBER 31,     AUGUST 31,    DECEMBER 31,
                                                            1996           1995            1995           1994
                                                            ----           ----            ----           ----
                                                                           (DOLLARS IN MILLIONS)
<S>                                                        <C>           <C>              <C>            <C>   
Policy maintenance expense...........................      $ 37.8        $   6.5          $ 14.0         $ 19.0
State premium taxes and guaranty assessments.........         4.4            1.6             1.1            3.0
Commission expense...................................        12.1            5.0             8.6           15.3
                                                           ------        -------          ------         ------


       Other operating costs and expenses............      $ 54.3        $  13.1          $ 23.7         $ 37.3
                                                           ======        =======          ======         ======
</TABLE>


     Anticipated  returns  from the  investment  of  policyholder  balances  are
considered in determining the amortization of the cost of policies purchased and
cost of policies produced. Sales of fixed maturity investments during 1996, 1995
and 1994,  changed the incidence of profits on such policies because  investment
gains and losses were recognized currently and the expected future yields on the
investment of policyholder balances were affected. Accordingly,  amortization of
the cost of policies  purchased  and cost of policies  produced was increased by
$2.5 million in 1996,  $10.0 million in the four months ended December 31, 1995,
$4.3 million for the eight  months  ended  August 31, 1995,  and $2.7 million in
1994.


                                      F-32

<PAGE>
                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                          Notes to Financial Statements
                         ------------------------------


     The changes in the cost of policies purchased were as follows:
<TABLE>
<CAPTION>
                                                            YEAR        FOUR MONTHS    EIGHT MONTHS       YEAR
                                                            ENDED         ENDED            ENDED          ENDED
                                                        DECEMBER 31,   DECEMBER 31,     AUGUST 31,    DECEMBER 31,
                                                            1996           1995            1995           1994
                                                            ----           ----            ----           ----
                                                                           (DOLLARS IN MILLIONS)
<S>                                                         <C>             <C>            <C>           <C>   

Balance, beginning of period.........................       $120.0          $159.0         $173.9        $ 93.0
   Amortization related to operations:
     Cash flow realized..............................        (26.2)           (9.4)         (19.1)        (30.4)
     Interest added..................................         13.1             5.0           12.7          20.8
   Amortization related to sales of fixed maturity
     investments.....................................         (2.2)           (8.3)          (3.4)         (2.6)
   Amounts related to fair value adjustment of actively
     managed fixed maturity securities...............         36.6           (26.3)         (64.1)         93.1
   Adjustment of balance due to new accounting
     basis and other.................................          1.7             -             59.0            -
                                                            ------          ------         ------        ------

Balance, end of period...............................       $143.0          $120.0         $159.0        $173.9
                                                            ======          ======         ======        ======
</TABLE>

     Based on current  conditions  and  assumptions  as to future  events on all
policies in force,  approximately  9.2 percent,  9.2 percent,  8.3 percent,  7.3
percent  and 6.7 percent of the cost of policies  purchased  as of December  31,
1996, are expected to be amortized in each of the next five years, respectively.
The discount  rates used to determine the  amortization  of the cost of policies
purchased ranged from 5 percent to 8 percent and averaged 5.5 percent.

     The changes in the cost of policies produced were as follows:
<TABLE>
<CAPTION>
                                                            YEAR        FOUR MONTHS    EIGHT MONTHS       YEAR
                                                            ENDED         ENDED            ENDED          ENDED
                                                        DECEMBER 31,   DECEMBER 31,     AUGUST 31,    DECEMBER 31,
                                                            1996           1995            1995           1994
                                                            ----           ----            ----           ----
                                                                           (DOLLARS IN MILLIONS)
<S>                                                          <C>             <C>          <C>              <C>  
Balance, beginning of period ..........................     $  24.0      $  25.9         $  63.2       $  30.8
   Additions ..........................................        13.2          3.0             6.6           9.4
   Amortization related to operations .................        (3.2)         (.5)           (4.0)         (4.5)
   Amortization related to sales of fixed maturity
     investments ......................................         (.3)        (1.7)            (.9)          (.1)
   Amounts related to fair value adjustment of actively
     managed fixed maturity securities ................         4.5         (2.7)          (12.0)         27.6
   Adjustment of balance due to new accounting basis ..         -            -             (27.0)          - 
                                                            -------      -------         -------       -------
Balance, end of period ................................     $  38.2      $  24.0         $  25.9       $  63.2
                                                            =======      =======         =======       =======
</TABLE>


                                                           F-33

<PAGE>

                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                          Notes to Financial Statements
                         ------------------------------



9.   STATEMENT OF CASH FLOWS

     Income taxes paid during 1996,  1995, and 1994,  were $18.1 million,  $19.3
million and $20.3 million, respectively.

     Short-term  investments having original  maturities of three months or less
are  considered  to be cash  equivalents.  All cash is  invested  in  short-term
investments.


10.  STATUTORY INFORMATION

     Statutory  accounting  practices  prescribed  or  permitted  for  insurance
companies by regulatory  authorities differ from generally  accepted  accounting
principles. The Company reported the following amounts to regulatory agencies:
<TABLE>
<CAPTION>
                                                                                          DECEMBER 31,
                                                                                     1996            1995
                                                                                     ----            ----
                                                                                     (DOLLARS IN MILLIONS)
<S>                                                                                  <C>             <C>   
   Statutory capital and surplus..................................................   $140.3          $156.2
   Asset valuation reserve ("AVR")................................................     28.7            26.2
   Interest maintenance reserve ("IMR")...........................................     63.1            64.7
                                                                                   --------        --------

       Total......................................................................   $232.1          $247.1
                                                                                   ========        ========
</TABLE>


     Statutory  accounting  practices  classify certain  segregated  portions of
surplus, called AVR and IMR, as liabilities. The purpose of these accounts is to
stabilize  statutory net income and surplus  against  fluctuations in the market
value  and  creditworthiness  of  investments.  The IMR  captures  all  realized
investment  gains and  losses  resulting  from  changes  in  interest  rates and
provides for subsequent  amortization  of such amounts into statutory net income
on a basis  reflecting  the remaining  life of the assets sold. The AVR captures
investment gains and losses related to changes in  creditworthiness  and is also
adjusted each year based on a formula related to the quality and loss experience
of the investment portfolio.

     The following  table compares the pre-tax income  determined on a statutory
accounting basis with such income reported herein in accordance with GAAP:


                                      F-34

<PAGE>
                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                          Notes to Financial Statements
                         ------------------------------
<TABLE>
<CAPTION>

                                                            YEAR        FOUR MONTHS    EIGHT MONTHS      YEAR
                                                            ENDED         ENDED            ENDED         ENDED
                                                        DECEMBER 31,   DECEMBER 31,     AUGUST 31,   DECEMBER 31,
                                                            1996           1995            1995          1994
                                                            ----           ----            ----          ----
                                                                           (DOLLARS IN MILLIONS)
<S>                                                         <C>           <C>             <C>            <C>   
Pre-tax income as reported on a statutory accounting
   basis before transfers to and from and
   amortization of the IMR...........................     $  40.2     $     33.6       $    50.2       $    58.6

GAAP adjustments:
   Investments valuation.............................         4.9           (3.3)             .8            7.5
   Amortization related to operations................       (17.8)          (5.3)          (11.7)         (16.0)
   Amortization related to investment gains..........        (2.5)         (10.0)           (4.3)          (2.7)
   Deferral of cost of policies produced.............        13.2            3.0             6.6            9.4
   Insurance liabilities.............................         3.2            5.1             2.5            2.5
   Other ............................................         (.1)           2.7       $      .6            2.2
                                                          -------     ----------       ---------       --------

       Net effect of GAAP adjustments................          .9           (7.8)           (5.5)           2.9
                                                          -------     ----------       ---------       --------

       GAAP pre-tax income...........................     $ $41.1     $     25.8       $    44.7       $   61.5
                                                          =======     ==========       =========       ========
</TABLE>


     State insurance laws generally restrict the ability of insurance  companies
to pay dividends or make other distributions. Approximately $32.7 million of the
Company's net assets at December 31, 1996,  are available  for  distribution  in
1997 without permission of state regulatory authorities.



                                      F-35



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission