GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT C
497, 1997-05-27
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                             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)                                   (1/1/96-12/31/96)     (1/1/92-12/31/96)         (1/1/87-12/31/96)
====================================================================================================================================
CONSECO SERIES TRUST
  Asset Allocation Portfolio............................................21.14%               14.77%(2)                     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%(2)                     N/A
THE ALGER AMERICAN FUND
  Alger American Leveraged AllCap Portfolio .............................5.78%               28.85%(3)                     N/A
  Alger American Small Capitalization Portfolio.........................(1.64)%              12.38%(3)                     N/A
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.......................14.55%               20.81%(3)                     N/A
DREYFUS STOCK INDEX FUND................................................15.29%               20.18%(3)                     N/A
FEDERATED INSURANCE SERIES
  Federated High Income Bond Fund II.....................................7.93%                9.57%(3)                     N/A
  Federated International Equity Fund II.................................2.27%                3.29%(3)                     N/A
  Federated Utility Fund II..............................................5.41%               11.41%(3)                     N/A
JANUS ASPEN SERIES
  Aggressive Growth Portfolio............................................1.99%               17.73%(3)                     N/A
  Growth Portfolio......................................................11.84%               18.59%(3)                     N/A
  Worldwide Growth Portfolio............................................21.84%               28.10%(3)                     N/A
VAN ECK WORLDWIDE INSURANCE TRUST
  Worldwide Hard Assets Fund (formerly, Gold and Natural
  Resources Fund) ......................................................11.48%               12.48%(3)                     N/A
  Worldwide Bond Fund...................................................(3.20)%               (.68)%(3)                    N/A
====================================================================================================================================
</TABLE>

     (1)       No  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   IPT-100,  Berger
               IBT-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, or the Van Eck Worldwide
               Insurance Trust Worldwide  Emerging Markets Fund,  because  these
               Funds were not available as of December 31, 1996.

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

     (3)       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)                                  (1/1/96-12/31/96)        (1/1/92-12/31/96)       (1/1/87-12/31/96)
====================================================================================================================================
CONSECO SERIES TRUST
    Asset Allocation Portfolio..........................................17.64%               14.73%(2)                    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%(2)                    N/A
THE ALGER AMERICAN FUND
    Alger American Leveraged AllCap Portfolio............................2.71%               27.31%(3)                    N/A
    Alger American Small Capitalization Portfolio.......................(4.39)%              11.04%(3)                    N/A
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.......................11.28%               19.37%(3)
DREYFUS STOCK INDEX FUND................................................11.88%               18.75%(3)                    N/A
FEDERATED INSURANCE SERIES
    Federated High Income Bond Fund II...................................4.81%                8.26%(3)                    N/A
    Federated International Stock Fund II................................(.68)%               2.06%(3)                    N/A
    Federated Utility Fund II............................................2.28%               10.08%(3)                    N/A
JANUS ASPEN SERIES
    Aggressive Growth Portfolio.........................................(1.04)%              16.33%(3)                    N/A
    Growth Portfolio.....................................................8.61%               17.17%(3)                    N/A
    Worldwide Growth Portfolio..........................................18.32%               26.57%(3)                    N/A
VAN ECK WORLDWIDE INSURANCE TRUST
    Worldwide Hard Assets Fund (formerly, Gold and
     Natural Resources Fund) ........................................... 8.26%               11.14%(3)                    N/A
    Worldwide Bond Fund.................................................(6.00)%              (1.87)%(3)                    N/A
====================================================================================================================================
</TABLE>
     (1)       No  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   IPT-100,  Berger
               IBT-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, or the Van Eck Worldwide
               Insurance Trust Worldwide  Emerging Markets Fund,  because  these
               Funds were not available as of December 31, 1996.

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

     (3)       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)                                (1/1/96-2/31/96)         (1/1/92-2/31/96)          (1/1/87-2/31/96)
====================================================================================================================================
CONSECO SERIES TRUST
    Asset Allocation Portfolio............................................18.01%             15.09%(2)                      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%(2)                      N/A
THE ALGER AMERICAN FUND
    Alger American Leveraged AllCap Portfolio..............................3.04%             27.57%(3)                      N/A
    Alger American Small Capitalization Portfolio.........................(4.18)%            10.52%(3)                      N/A
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.........................11.51%             19.61%(3)                      N/A
DREYFUS STOCK INDEX FUND..................................................12.23%             18.99%(3)                      N/A
FEDERATED INSURANCE SERIES
    Federated High Income Bond Fund II.....................................5.14%              8.48%(3)                      N/A
    Federated International Equity Fund II.................................(.37)%             2.27%(3)                      N/A
    Federated Utility Fund II..............................................2.61%             10.30%(3)                      N/A
JANUS ASPEN SERIES
    Aggressive Growth Portfolio............................................(.72)%            16.56%(3)                      N/A
    Growth Portfolio.......................................................8.95%             17.41%(3)                      N/A
    Worldwide Growth Portfolio............................................18.69%             26.83%(3)                      N/A
VAN ECK WORLDWIDE INSURANCE TRUST
    Worldwide Hard Assets Fund (formerly, Gold and
     Natural Resources Fund) ............................................. 8.60%             11.37%(3)                      N/A
    Worldwide Bond Fund...................................................(5.70)%            (1.67)%(3)                     N/A
====================================================================================================================================
</TABLE>
     (1)       No  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   IPT-100,  Berger
               IBT-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, or the Van Eck Worldwide
               Insurance Trust Worldwide  Emerging Markets Fund,  because  these
               Funds were not available as of December 31, 1996.

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

     (3)       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)                           (1/1/96-12/31/96)        (1/1/92-12/31/96)             (1/1/87-12/31/96)
====================================================================================================================================
CONSECO SERIES TRUST
   Asset Allocation Portfolio................................... 27.01%                   16.29%(2)                      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%(2)                      N/A
THE ALGER AMERICAN FUND
   Alger American Leveraged AllCap Portfolio.................... 10.92%                   32.64%(3)                      N/A
   Alger American Small Capitalization Portfolio................  3.14%                   15.69%(3)                      N/A
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC. ............. 20.02%                   24.37%(3)                      N/A
DREYFUS STOCK INDEX FUND........................................ 20.79%                   23.72%(3)                      N/A
FEDERATED INSURANCE SERIES
   Federated High Income Bond Fund II........................... 13.17%                   12.80%(3)                      N/A
   Federated International Equity Fund II.......................  7.24%                    6.34%(3)                      N/A
   Federated Utility Fund II.................................... 10.45%                   14.69%(3)                      N/A
JANUS ASPEN SERIES
   Aggressive Growth Portfolio..................................  6.87%                   21.20%(3)                      N/A
   Growth Portfolio............................................. 17.27%                   22.08%(3)                      N/A
   Worldwide Growth Portfolio................................... 27.75%                   31.87%(3)                      N/A
VAN ECK WORLDWIDE INSURANCE TRUST
   Worldwide Hard Assets Fund (formerly, Gold and 
     Natural Resources Fund) ................................... 16.88%                   15.80%(3)                      N/A
   Worldwide Bond Fund..........................................  1.50%                    2.24%(3)                      N/A
====================================================================================================================================
</TABLE>
     (1)       No  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   IPT-100,  Berger
               IBT-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, or the Van Eck Worldwide
               Insurance Trust Worldwide  Emerging Markets Fund,  because  these
               Funds were not available as of December 31, 1996.

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

     (3)       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)                         (1/1/96-12/31/96)         (1/1/92-12/31/96)               (1/1/87-12/31/96)
====================================================================================================================================
CONSECO SERIES TRUST
   Asset Allocation Portfolio................................... 27.01%                   16.29%(2)                        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%(2)                        N/A
THE ALGER AMERICAN FUND
   Alger American Leveraged AllCap Portfolio.................... 10.92%                   32.64%(3)                        N/A
   Alger American Small Capitalization Portfolio................  3.14%                   15.69%(3)                        N/A
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC. ............. 20.02%                   24.37%(3)                        N/A
DREYFUS STOCK INDEX FUND........................................ 20.79%                   23.72%(3)                        N/A
FEDERATED INSURANCE SERIES
   Federated High Income Bond Fund II........................... 13.17%                   12.80%(3)                        N/A
   Federated International Equity Fund II.......................  7.24%                    6.34%(3)                        N/A
   Federated Utility Fund II.................................... 10.45%                   14.69%(3)                        N/A
Janus Aspen Series
   Aggressive Growth Portfolio..................................  6.87%                   21.20%(3)                        N/A
   Growth Portfolio............................................. 17.27%                   22.08%(3)                        N/A
   Worldwide Growth Portfolio................................... 27.75%                   31.87%(3)                        N/A
Van Eck Worldwide Insurance Trust
   Worldwide Hard Assets Fund (fomerly, Gold and 
     Natural Resources Fund) ................................... 16.88%                   15.80%(3)                        N/A
   Worldwide Bond Fund..........................................  1.50%                    2.24%(3)                        N/A
====================================================================================================================================
</TABLE>
     (1)       No  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   IPT-100,  Berger
               IBT-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, or the Van Eck Worldwide
               Insurance Trust Worldwide  Emerging Markets Fund,  because  these
               Funds were not available as of December 31, 1996.

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

     (3)       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)                           (1/1/96-12/31/96)             (1/1/92-12/31/96)         (1/1/87-12/31/96)
====================================================================================================================================
CONSECO SERIES TRUST
   Asset Allocation Portfolio...................................27.01%                   16.29%(2)                       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%(2)                       N/A
THE ALGER AMERICAN FUND
   Alger American Leveraged AllCap Portfolio....................10.92%                   32.64%(3)                       N/A
   Alger American Small Capitalization Portfolio.................3.14%                   15.69%(3)                       N/A
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC. .............20.02%                   24.37%(3)                       N/A
DREYFUS STOCK INDEX FUND........................................20.79%                   23.72%(3)                       N/A
FEDERATED INSURANCE SERIES
   Federated High Income Bond Fund II...........................13.17%                   12.80%(3)                       N/A
   Federated International Equity Fund II........................7.24%                    6.34%(3)                       N/A
   Federated Utility Fund II....................................10.45%                   14.69%(3)                       N/A
JANUS ASPEN SERIES
   Aggressive Growth Portfolio...................................6.87%                   21.20%(3)                       N/A
   Growth Portfolio.............................................17.27%                   22.08%(3)                       N/A
   Worldwide Growth Portfolio...................................27.75%                   31.87%(3)                       N/A
VAN ECK WORLDWIDE INSURANCE TRUST
   Worldwide Hard Assets Fund (formerly, Gold and Natural
    Resources Fund) ............................................16.88%                   15.80%(3)                       N/A
   Worldwide Bond Fund...........................................1.50%                    2.24%(3)                       N/A
====================================================================================================================================
</TABLE>
     (1)       No  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   IPT-100,  Berger
               IBT-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, or the Van Eck Worldwide
               Insurance Trust Worldwide  Emerging Markets Fund,  because  these
               Funds were not available as of December 31, 1996.

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

     (3)       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 as of December 31, 1996 and 1995 .................. F-11
    Statement of Operations for the Year Ended December 31, 1996,
       the Four and Eight Month Periods Ended December 31, 1995
       and August 31, 1995, respectively, and the Year Ended
       December 31, 1994 ............................................ F-13
    Statement of Shareholders' Equity for the Year Ended December 31,
       1996, the Four and Eight Month Periods Ended December 31, 1995
       and August 31, 1995, respectively, and the Year Ended
       December 31, 1994 ...........................................  F-14
    Statement of Cash Flows for the Year Ended December 31, 1996,
       the Four and Eight Month Periods Ended December 31, 1995
       and August 31, 1995, respectively, and the Year Ended
       December 31, 1994 ...........................................  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



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