GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT C
497, 1998-05-11
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                                                          [GRAPHIC LOGO OMITTED]
                                                                         CONSECO


INDIVIDUAL
Fixed and Variable Annuity


                                                                     MAY 1, 1998
                                                                      PROSPECTUS
                                                          GREAT AMERICAN RESERVE
                                                      VARIABLE ANNUITY ACCOUNT C

               Issued by Great American Reserve Insurance Company

                    This cover is not part of the prospectus

<PAGE>

                                                          GREAT AMERICAN RESERVE
                                                                  1998 ACCOUNT C
                                                     Individual Variable Annuity
================================================================================

                GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT C
                 INDIVIDUAL VARIABLE DEFERRED ANNUITY CONTRACTS
                                   OFFERED BY
                    GREAT AMERICAN RESERVE INSURANCE COMPANY
                             ADMINISTRATIVE OFFICE:
                 11815 N. PENNSYLVANIA STREET, CARMEL, IN 46032
                                 (317) 817-3700

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

   The  Variable  Account  is a unit  investment  trust  separate  account.  The
Variable  Account  consists of 40 sub-accounts  ("Sub-accounts"),  each of which
invests  in shares of the  eligible  open-end  management  investment  companies
("Funds"). The Sub-accounts invest in shares of the following Funds: the Conseco
Series  Trust  Asset  Allocation,   Common  Stock,  Corporate  Bond,  Government
Securities  and  Money  Market  Portfolios;  the  Alger  American  Fund  Growth,
Leveraged  AllCap,  MidCap  Growth,  and Small  Capitalization  Portfolios;  the
American Century Variable Portfolios, Inc. VPIncome and Growth, VP International
and VP Value Funds;  the Berger  Institutional  Products Trust Berger IPT - 100,
Berger  IPT  -  Growth  and  Income,  Berger  IPT -  Small  Company  Growth  and
Berger/BIAM IPT - International  Funds; The Dreyfus Socially  Responsible Growth
Fund, Inc.; the Dreyfus Stock Index Fund; the Dreyfus  Variable  Investment Fund
Disciplined Stock and International  Value Portfolios;  the Federated  Insurance
Series High Income Bond II,  International  Equity II and Utility II Funds;  the
INVESCO Variable Investment Funds, Inc. INVESCO VIF - High Yield and INVESCO VIF
- - Industrial Income Portfolios; the Janus Aspen Series Aggressive Growth, Growth
and Worldwide  Growth  Portfolios;  the Lazard  Retirement  Series,  Inc. Lazard
Retirement  Equity and Lazard  Retirement Small Cap Portfolios;  the Lord Abbett
Series Fund,  Inc.  Growth and Income  Portfolio;  the Mitchell  Hutchins Series
Trust Growth and Income  Portfolio;  the Neuberger & Berman Advisers  Management
Trust Limited Maturity Bond and Partners Portfolios; the Strong Opportunity Fund
II, Inc.  Opportunity Fund II; the Strong Variable  Insurance Funds, Inc. Growth
Fund II and the Van Eck Worldwide  Insurance  Trust  Worldwide  Bond,  Worldwide
Emerging Markets, Worldwide Hard Assets, and Worldwide Real Estate Funds.

   TEN OF THESE FUNDS, INCLUDING THE AMERICAN CENTURY VARIABLE PORTFOLIOS,  INC.
INCOME AND GROWTH FUND, THE INVESCO VARIABLE  INVESTMENT FUNDS, INC. INVESCO VIF
- - HIGH  YIELD AND  INVESCO  VIF -  INDUSTRIAL  INCOME  PORTFOLIOS;  THE  DREYFUS
VARIABLE  INVESTMENT  FUND,  INC.  INTERNATIONAL  VALUE  AND  DISCIPLINED  STOCK
PORTFOLIOS;  THE LAZARD  RETIREMENT  SERIES,  INC. LAZARD  RETIREMENT EQUITY AND
LAZARD  RETIREMENT SMALL CAP PORTFOLIOS;  THE LORD ABBETT SERIES FUND, INC.; THE
MITCHELL  HUTCHINS  SERIES  TRUST GROWTH AND INCOME  PORTFOLIO;  AND THE VAN ECK
WORLDWIDE  INSURANCE  TRUST WORLDWIDE REAL ESTATE FUND WILL BE AVAILABLE FOR THE
FIRST TIME UNDER THE CONTRACTS ON MAY 1, 1998.  THE  AVAILABILITY  OF SUCH FUNDS
MAY BE DELAYED BEYOND MAY 1, 1998,  PENDING RECEIPT OF STATE  APPROVALS.  BEFORE
INVESTING IN ANY OF THE  SUB-ACCOUNTS,  CAREFULLY REVIEW THE PROSPECTUSES OF THE
ELIGIBLE FUNDS.

   This Prospectus contains information  regarding the Contracts which investors
should  know  before  investing.  It  should  be read and  retained  for  future
reference.  A Statement of Additional Information about the Variable Account has
been filed with the Securities and Exchange  Commission ("SEC") and is available
without  charge upon  request.  To obtain a free copy,  contact  Great  American
Reserve at the address or telephone number given above. The Table of Contents of
the Statement of Additional  Information  appears in this Prospectus on page 30.
The  Statement of  Additional  Information  dated May 1, 1998,  is  incorporated
herein by  reference.  The SEC  maintains a Web site  (http://www.sec.gov)  that
contains the  Statement of  Additional  Information,  material  incorporated  by
reference,  and other information  regarding  companies that file electronically
with the SEC.

   INVESTMENT IN A VARIABLE ANNUITY CONTRACT IS SUBJECT TO RISKS,  INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL. THE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED  OR ENDORSED  BY, ANY  FINANCIAL  INSTITUTION  AND ARE NOT  FEDERALLY
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD,
OR ANY OTHER AGENCY.

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

   Investors should read and retain this Prospectus for future reference.

   The date of this Prospectus is May 1, 1998.

                                                                               1
<PAGE>
================================================================
                                TABLE OF CONTENTS

                                                            PAGE


DEFINITIONS ...............................................   3

SUMMARY....................................................   3

FEE TABLE..................................................   4

CONDENSED FINANCIAL INFORMATION............................  13

GREAT AMERICAN RESERVE, VARIABLE ACCOUNT,
AND THE INVESTMENT OPTIONS.................................  16

     A. GREAT AMERICAN RESERVE.............................  16

     B. VARIABLE ACCOUNT...................................  16

     C. INVESTMENT OPTIONS.................................  17

THE CONTRACTS..............................................  19

     A. ACCUMULATION PROVISIONS............................  19
        Purchase Payments..................................  19
        Accumulation Units.................................  19
        Allocation of Purchase Payments and Transfers......  20
        Dollar Cost Averaging..............................  20
        Rebalancing........................................  20
        Sweeps.............................................  20
        Value of an Individual Account.....................  20
        Net Investment Factor for Each Valuation Period....  20
        Information on the Fixed Account...................  21
        Withdrawals........................................  21
        Systematic Withdrawal Plan.........................  21
        Loans..............................................  22
        Contract Charges...................................  22
           Premium Taxes...................................  22
           Administrative Charge...........................  22
           Mortality and Expense Risk Charge...............  22
           Withdrawal Charge...............................  22
           Expense Guarantee Agreement.....................  23
           Other Charges...................................  23
        Death Benefits.....................................  23
        Restrictions Under Optional Retirement Programs....  23
        Restrictions Under Section 403(b) Plans............  24

     B. ANNUITY PROVISIONS.................................  24
        Electing the Annuity Period and Form of Annuity....  24
        Annuity Options....................................  24
        Determination of Amount of the First Monthly
        Variable Annuity Payment...........................  25
        Value of an Annuity Unit...........................  25
        Amounts of Subsequent Monthly Variable
        Annuity Payments...................................  25
        Transfers During the Annuity Period................  26
        Death Benefit During the Annuity Period............  26

     C. OTHER CONTRACT PROVISIONS..........................  26
        Type of Contract...................................  26
        Company Approval...................................  26
        Ten-Day Right to Review............................  26
        Assignment.........................................  26

FEDERAL TAX STATUS.........................................  26
        General............................................  27
        Diversification....................................  27
        Multiple Contracts.................................  27
        Contracts Owned by Other than Natural Persons......  27
        Tax Treatment of Assignments.......................  28
        Income Tax Withholding.............................  28
        Tax Treatment of Withdrawals-Non-Qualified
          Contracts........................................  28
        Qualified Plans....................................  28
        Tax Treatment of Withdrawals-Qualified Contracts...  29
        Tax Sheltered Annuities-Withdrawal Limitations.....  29
        Mandatory Distributions-Qualified Plans............  29

VOTING RIGHTS..............................................  29

GENERAL MATTERS............................................  30
        Performance Information............................  30
        Distributions of Contracts.........................  30
        Contract Owner Inquiries...........................  30
        Legal Proceedings..................................  30
        Other Information..................................  30

TABLE OF CONTENTS OF THE STATEMENT OF
ADDITIONAL INFORMATION.....................................  30

APPENDIX A.................................................  31

2
<PAGE>

                                                          GREAT AMERICAN RESERVE
                                                                  1998 ACCOUNT C
                                                     Individual Variable Annuity
================================================================================


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

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

   AMOUNT  REDEEMED:  The total value of the  Accumulation  Units  canceled upon
partial or full withdrawal during the Accumulation Period.

   ANNUITANT:  The named  individual upon whose life annuity  payments are based
and who receives annuity payments.

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

   ANNUITY PERIOD: The period following the commencement of annuity payments.

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

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

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

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

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

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

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

   INVESTMENT OPTIONS: The investment choices available to Contract Owners.

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

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

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

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

   VALUATION PERIOD:  The period of time from the end of one business day of the
New York Stock Exchange to the end of the next business day.

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

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

   RETIREMENT  PLANS.  The Contracts may be issued pursuant to plans  qualifying
for special income tax treatment  under the Internal  Revenue Code (the "Code"),
such as tax-sheltered annuities ("TSAs") and state and local government deferred
compensation plans (see "Federal Tax Status").

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

   INVESTMENT  OPTIONS.   Purchase  Payments  may  be  allocated  among  the  41
investment options available under the Contracts: 40 variable investment options
and one fixed option. The 40 variable investment options consist of Sub-Accounts
which invest in shares of the following  Funds:  the Conseco  Series Trust Asset
Allocation, Common Stock, Corporate Bond, Government Securities and Money Market
Portfolios;  the Alger American Fund Growth, Leveraged AllCap, MidCap Growth and
Small Capitalization Portfolios; the American Century Variable Portfolios,  Inc.
VP  Income  and  Growth,  VP  International  and  VP  Value  Funds;  the  Berger
Institutional  Products Trust Berger IPT - 100,  Berger IPT - Growth and Income,
Berger IPT - Small Company Growth and Berger/BIAM IPT - International Funds; The
Dreyfus  Socially  Responsible  Growth Fund, Inc.; the Dreyfus Stock Index Fund;
the Dreyfus Variable  Investment Fund Disciplined Stock and International  Value
Portfolios;  the Federated  Insurance Series High Income Bond II,  International
Equity II and Utility II Funds;  INVESCO Variable Investment Funds, Inc. INVESCO
VIF-High Yield and INVESCO VIF - Industrial Income  Portfolios;  the Janus Aspen
Series Aggressive  Growth,  Growth and Worldwide Growth  Portfolios;  the Lazard
Retirement Series, Inc. Lazard Retirement Equity and Lazard Retirement Small Cap
Portfolios;  the Lord Abbett Series Fund, Inc. Growth and Income Portfolio;  the
Mitchell  Hutchins  Series Trust Growth and Income  Portfolio;  the  Neuberger &
Berman Advisers Management Trust Limited Maturity Bond and Partners  Portfolios;
the Strong  Opportunity  Fund II, Inc.  Opportunity Fund II; the Strong Variable
Insurance Funds, Inc. Growth Fund II; and the Van Eck Worldwide  Insurance Trust
Worldwide Bond, Worldwide Emerging Markets,  Worldwide Hard Assets and Worldwide
Real Estate Funds (see the accompanying prospectuses of the eligible Funds). The
portion  of the  Contract  Value  in  the  Variable  Account  will  reflect  the
investment  performance  of  the  investment  options  selected  (see  "Variable
Account").  Purchase  Payments may also be  allocated to the Fixed  Account (see
"Information on the Fixed Account").  Subject to certain regulatory  limitations
Great  American  Reserve  may elect to add,  subtract or  substitute  investment
options.

   TRANSFERS.  During the Accumulation Period,  amounts may be transferred among
the Variable Account Investment Options and from the Variable Account Investment
Options to the Fixed Account  Investment  Option  without  charge.  In addition,
amounts  may be  transferred  from the Fixed  Account  Investment  Option to the
Variable  Account  Investment  Options,  subject to a limit of 20 percent of the
Fixed  Account  value per any six-month  period (see  "Information  on the Fixed
Account").  During the Annuity Period, transfers are not permitted from variable
annuity options to fixed annuity options or from

                                                                               3
<PAGE>
================================================================================

fixed annuity options to variable  annuity  options.  Great American Reserve may
impose certain additional  limitations on transfers (see "Allocation of Purchase
Payments and  Transfers" and "Transfers  During the Annuity  Period").  Transfer
privileges  may also be used under special  services  offered by Great  American
Reserve to dollar cost average an  investment  in the contract (see "Dollar Cost
Averaging"),  transfer  savings  from the Fixed  Account to  another  investment
option  (see  "Sweeps"),  or  rebalance  investments  on a  periodic  basis (see
"Rebalancing").

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

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

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

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

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

   TAXES.  For TSA  Contracts,  there is a ten percent (10%) federal  income tax
penalty  that may be  applied to the income  portion  of any  distribution.  The
penalty is not imposed  under certain  circumstances.  (See "Federal Tax Status-
Tax  Treatment  of  Withdrawals  -  Qualified  Contracts.")  For TSA  Contracts,
withdrawals of amounts  attributable to contributions  made pursuant to a salary
reduction  agreement  (as defined in the Internal  Revenue  Code) are limited to
circumstances  only when the Contract  Owner attains age 591/2,  separates  from
service,  dies,  becomes  disabled or in the case of hardship.  Withdrawals  for
hardship are  restricted to the portion of the Contract  Owner's  Contract value
which  represents  contributions  made by the  Owner  and does not  include  any
investment  results.  (See  "Federal  Tax  Status -  Tax-Sheltered  Annuities  -
Withdrawal Limitations.")

   For Non-Qualified Contracts,  there is a ten percent (10%) federal income tax
penalty  that may be  applied to the income  portion  of any  distribution.  The
penalty is not imposed under certain  circumstances.  In addition,  the Contract
provides that upon the death of the Annuitant  prior to the Maturity  Date,  the
death proceeds will be paid to the beneficiary.  Such payments upon the death of
the  Annuitant  who is not the  Contract  Owner do not  qualify for the death of
Contract  Owner  exception to the ten percent  distribution  penalty  unless the
beneficiary  is 59 1/2 or one of the other  exceptions  to the penalty  applies.
(See  "Federal  Tax  Status  - Tax  Treatment  of  Withdrawals  -  Non-Qualified
Contracts").

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

<TABLE>
<CAPTION>
FEE TABLE                                                                                       FLEXIBLE PREMIUM   SINGLE PREMIUM
                                                                                                PAYMENT CONTRACT  PAYMENT CONTRACT
===================================================================================================================================
<S>                                                                                                     <C>             <C>  
CONTRACT OWNER TRANSACTION EXPENSES(1)
  Sales Load Imposed on Purchases...................................................................     None            None
  Deferred Sales Load (as a percentage of amount redeemed)(2)
CONTRACT YEAR
    1...............................................................................................    8.00%           7.00%
    2...............................................................................................    7.00%           6.00%
    3...............................................................................................    6.00%           5.00%
    4...............................................................................................    5.00%           4.00%
    5...............................................................................................    4.00%           3.00%
    6...............................................................................................    3.00%           0.00%
    7...............................................................................................    2.00%           0.00%
    8...............................................................................................    1.00%           0.00%
    Thereafter......................................................................................    0.00%           0.00%
    Surrender Fees..................................................................................     None            None
    Exchange Fee....................................................................................     None            None
    Annual Contract Fee.............................................................................      $20             $25

Annual Expenses of Variable Account (as a percentage of average account value)
  Mortality and Expense Risk Fees...................................................................    1.00%           1.00%
  Other Expenses....................................................................................     None            None
Total Annual Expenses of the Variable Account(3)....................................................    1.00%           1.00%
===================================================================================================================================
</TABLE>

(1)Premium  taxes  are not  shown.  Any  premium  tax due may be  deducted  from
   Purchase   Payments  or  from  Individual   Account  values  at  the  annuity
   commencement  date or at such other time based on the sole  discretion of the
   Great American  Reserve.  The current range of premium taxes in jurisdictions
   in which the Contracts are made available is from 0 percent to 3.5 percent.

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

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

4
<PAGE>
                                                          GREAT AMERICAN RESERVE
                                                                  1998 ACCOUNT C
                                                     Individual Variable Annuity
================================================================================

ANNUAL FUND EXPENSES
(AS A PERCENTAGE OF THE AVERAGE DAILY NET ASSETS OF A PORTFOLIO)

INVESTMENT PORTFOLIO EXPENSES
(AS A PERCENTAGE OF THE AVERAGE DAILY NET ASSETS OF 
AN INVESTMENT PORTFOLIO)
<TABLE>
<CAPTION>

                                                                                                                  TOTAL ANNUAL
                                                                                              OTHER EXPENSES       PORTFOLIO
                                                                                              (AFTER EXPENSE       EXPENSES
                                                                                               REIMBURSEMENT     (AFTER EXPENSE
                                                                  MANAGEMENT       12b-1        FOR CERTAIN     REIMBURSEMENT FOR
                                                                     FEES          FEES         PORTFOLIOS)    CERTAIN PORTFOLIOS)
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                                                  <C>            <C>              <C>              <C>  
CONSECO SERIES TRUST (1)
Asset Allocation Portfolio (2) ........................              0.55%          --               0.20%            0.75%
Common Stock Portfolio (2) ............................              0.60%          --               0.20%            0.80%
Corporate Bond Portfolio ..............................              0.50%          --               0.20%            0.70%
Government Securities Portfolio .......................              0.50%          --               0.20%            0.70%
Money Market Portfolio (2) ............................              0.25%          --               0.20%            0.45%

THE ALGER AMERICAN FUND
Alger American Growth Portfolio .......................              0.75%          --               0.04%            0.79%
Alger American Leveraged AllCap Portfolio (3) .........              0.85%          --               0.15%            1.00%
Alger American MidCap Growth Portfolio ................              0.80%          --               0.04%            0.84%
Alger American Small Capitalization Portfolio .........              0.85%          --               0.04%            0.89%

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC .............
VP Income & Growth ....................................              0.70%          --                0.0%            0.70%
VP International ......................................              1.50%          --                0.0%            1.50%
VP Value ..............................................              1.00%          --                0.0%            1.00%

BERGER INSTITUTIONAL PRODUCTS TRUST
Berger IPT--100 Fund (4) ..............................              0.00%          --               1.00%            1.00%
Berger IPT--Growth and Income Fund (4) ................              0.00%          --               1.00%            1.00%
Berger IPT--Small Company Growth Fund (4) .............              0.00%          --               1.15%            1.15%
Berger/BIAM IPT--International Fund (4) ...............              0.00%          --               1.20%            1.20%

THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC .....              0.75%          --               0.07%            0.82%

DREYFUS STOCK INDEX FUND ..............................              0.25%          --               0.03%            0.28%

DREYFUS VARIABLE INVESTMENT FUND
Disciplined Stock Portfolio ...........................              0.75%          --               0.27%            1.02%
International Value Portfolio .........................              1.00%          --               0.42%            1.42%

FEDERATED INSURANCE SERIES
Federated High Income Bond Fund II (5) ................              0.51%          --               0.29%            0.80%
Federated International Equity Fund II (5) ............              0.02%          --               1.21%            1.23%
Federated Utility Fund II (5) .........................              0.48%          --               0.37%            0.85%

INVESCO VARIABLE INVESTMENT FUNDS, INC ................
INVESCO VIF - High Yield Portfolio (6) ................              0.60%          --               0.27%            0.87%
INVESCO VIF - Industrial Income Portfolio (6) .........              0.75%          --               0.20%            0.95%

JANUS ASPEN SERIES
Aggressive Growth Portfolio (7) .......................              0.73%          --               0.03%            0.76%
Growth Portfolio (7) ..................................              0.65%          --               0.05%            0.70%
Worldwide Growth Portfolio (7) ........................              0.66%          --               0.08%            0.74%

LAZARD RETIREMENT SERIES, INC .........................
Lazard Retirement Equity Portfolio (8) ................              0.75%       0.25%               0.50%            1.50%
Lazard Retirement Small Cap Portfolio (8) .............              0.75%       0.25%               0.50%            1.50%

LORD ABBETT SERIES FUND, INC ..........................
Growth and Income Portfolio (9) .......................              0.50%       0.15%               0.02%            0.67%

MITCHELL HUTCHINS SERIES TRUST
Growth and Income Portfolio ...........................              0.70%          --               0.88%            1.58%

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST (10)
Limited Maturity Bond Portfolio .......................              0.65%          --               0.12%            0.77%
Partners Portfolio ....................................              0.80%          --               0.06%            0.86%

STRONG OPPORTUNITY FUND II, INC .......................
Opportunity Fund II ...................................              1.00%          --               0.15%            1.15%

STRONG VARIABLE INSURANCE FUNDS, INC ..................
Growth Fund II (11) ...................................              1.00%          --               0.20%            1.20%

VAN ECK WORLDWIDE INSURANCE TRUST (12)
Worldwide Bond Fund ...................................              1.00%          --               0.12%            1.12%
Worldwide Emerging Markets Fund .......................              1.00%          --              (0.20%)           0.80%
Worldwide Hard Assets Fund ............................              1.00%          --               0.17%            1.17%
Worldwide Real Estate Fund ............................              0.00%          --               1.00%            1.00%
</TABLE>

                                                                               5
<PAGE>
================================================================================

   (1) Conseco  Capital  Management,  Inc.,  the  investment  adviser of Conseco
Series  Trust,  has  voluntarily  agreed to reimburse  all  expenses,  including
management fees, in excess of the following percentage of the average annual net
assets of each listed Portfolio,  as long as such reimbursement would not result
in a Portfolio's  inability to qualify as a regulated  investment  company under
the Code: 0.75% for the Asset Allocation  Portfolio;  0.80% for the Common Stock
Portfolio;  0.70% for the Corporate  Bond  Portfolio and  Government  Securities
Portfolio;  and 0.45% for the Money Market  Portfolio.  The total percentages in
the above table is after reimbursement. In the absence of expense reimbursement,
the total fees and  expenses  in 1997 would  have  totaled:  0.84% for the Asset
Allocation  Portfolio;  0.80%  for the  Common  Stock  Portfolio;  0.77% for the
Corporate Bond Portfolio;  0.92% for the Government  Securities  Portfolio;  and
0.52% for the Money Market Portfolio.

   (2) Conseco Capital Management,  Inc., since January 1, 1993, has voluntarily
waived its management fees in excess of the annual rates set forth above. Absent
such fee waivers,  the management  fees would be: .65% for the Asset  Allocation
Portfolio;  .65% for the Common Stock  Portfolio;  and .50% for the Money Market
Portfolio.

   (3) The Alger American Leveraged AllCap Portfolio's "Other Expenses" includes
 .04% of interest expense.

   (4) The Funds'  investment  advisers have  voluntarily  agreed to waive their
advisory fee and have voluntarily  reimbursed the Funds for additional  expenses
to the extent that normal operating  expenses in any fiscal year,  including the
investment advisory fee but excluding brokerage commissions, interest, taxes and
extraordinary expenses, of each of the Berger IPT--100 Fund and the Berger IPT--
Growth and Income Fund exceed 1.00%,  and the normal  operating  expenses in any
fiscal year of the Berger  IPT--Small  Company Growth Fund exceed 1.15%, and the
normal operating  expenses of the Berger/BIAM IPT --  International  Fund exceed
1.20% of the respective  Fund's  average daily net assets.  Absent the voluntary
waiver and  reimbursement,  the  Management  Fee for the Berger  IPT--100  Fund,
Berger  IPT--Growth and Income Fund, the Berger  IPT--Small  Company Growth Fund
and the Berger/BIAM IPT  --International  Fund would have been .75%, .75%, .90%,
and .90% respectively, and their Total Annual Portfolio Expenses would have been
9.18%, 9.62%, 5.81% and 3.83%, respectively.

   (5) In the absence of a voluntary  waiver by Federated  Advisers,  the Funds'
investment adviser, the Management Fee and Total Annual Portfolio Expenses would
have been 0.60% and .89%,  respectively,  for High Income Bond Fund II and 0.75%
and 1.12%,  respectively,  for Utility Fund II. Absent a voluntary waiver of the
management  fee and the  voluntary  reimbursement  of  certain  other  operating
expenses by Federated  Advisers,  the Management Fee and Total Annual  Portfolio
Expenses  for  International  Equity  Fund II would  have been  1.00% and 2.21%,
respectively.

   (6) Certain expenses are being absorbed voluntarily by the investment adviser
and  sub-adviser.  Total expenses  (after  expenses were absorbed but before any
expense  offset  arrangement)  of the  INVESCO  VIF - High Yield  Portfolio  and
INVESCO VIF - Industrial  Income  Portfolio for the year ended December 31, 1997
amounted  to 0.83% and 0.91%,  respectively,  of each  Portfolio's  average  net
assets. In the absence of such voluntary expense limitation, the total operating
expenses of the INVESCO VIF - High Yield  Portfolio and INVESCO VIF - Industrial
Income  Portfolio for the fiscal period ended  December 31, 1997 would have been
0.94% and 0.97%, respectively, of each Portfolio's average net assets.

   It should be noted that the  Portfolio's  actual expenses were lower than the
figures shown because the Portfolio's  custodian fees and pricing  expenses were
reduced  under  expense  offset  arrangements.  However,  as a result  of an SEC
requirement  for mutual funds to state their total  operating  expenses  without
crediting any such expense offset  arrangements,  the figures shown above do not
reflect these reductions.

   (7) The expense  figures  shown are net of certain fee waivers or  reductions
from Janus  Capital  Corporation,  the  investment  adviser  of the Janus  Aspen
Series. Without such waivers or reductions,  the total fees and expenses in 1997
would have totaled: 0.78% for Aggressive Growth; 0.78% for Growth; and 0.81% for
Worldwide Growth.

   (8) Lazard Asset Management,  the Fund's investment adviser,  has voluntarily
agreed to reimburse all expenses,  including management fees, in excess of 1.50%
of the average annual net assets of the Portfolio.

   (9) The Growth and Income  Portfolio of Lord Abbett  Series Fund,  Inc. has a
12b-1 plan which provides for payments to Lord, Abbett & Co. for remittance to a
life  insurance  company  for  certain  distribution   expenses  (see  the  Fund
Prospectus).  The 12b-1 plan provides that such  remittances,  in the aggregate,
will not exceed .15%, on an annual basis, of the daily net asset value of shares
of the Growth and Income  Portfolio.  For the year ending December 31, 1998, the
12b-1 fees are  estimated  to be .15%.  The  examples  below for this  Portfolio
reflect the estimated 12b-1 fees.

   (10) Neuberger & Berman Advisers  Management Trust is divided into portfolios
(Portfolios),  each of  which  invests  all of its net  investable  assets  in a
corresponding  series of Advisers  Managers  Trust.  The figures  reported under
"Management  Fees"  include  the  total of the  administration  fees paid by the
Portfolio and the management fees paid by its corresponding  series.  Similarly,
"Other  Expenses"   includes  all  other  expenses  of  the  Portfolio  and  its
corresponding series.

   (11) Strong Capital  Management,  Inc., the investment  adviser of the Strong
Growth  Fund II,  has  voluntarily  agreed  to cap the  Fund's  total  operating
expenses  at 1.20%.  The  Adviser  has no current  intention  to, but may in the
future,  discontinue  or modify any waiver of fees or  absorption of expenses at
its discretion with appropriate notification to its shareholders.

   (12) All figures are annualized.  Expenses of the Worldwide Real Estate Fund,
which  commenced  operation  in June  1997,  are  being  assumed  by the  Fund's
investment  adviser.  Without  such  assumption,  Worldwide  Real Estate  Fund's
Management Fee would be 1.00%,  Other Expenses would be 3.88% and Total Expenses
would be 4.88%.  Other  Expenses of  Worldwide  Real Estate Fund are an estimate
which  assumes  $80 million in average  daily net assets,  and may be greater or
less than those shown.  Prior to April 30, 1997,  Worldwide Hard Assets Fund was
named Gold and Natural  Resources Fund.  Other Expenses of Worldwide Hard Assets
Fund are net of soft dollar credits.  Without such credits, Other Expenses would
have been 0.18% and Total Annual Portfolio Expenses would have been 1.18%. Other
Expenses of  Worldwide  Emerging  Markets  Fund are net of the  reduction of the
Fund's  operating  fees in  connection  with a fee  arrangement,  based  on cash
balances left on deposit with the custodian, and net of the waiver or assumption
by the Fund's investment adviser of certain fees and expenses.  Without such fee
arrangement and, to a lesser extent, the waiver/assumption, Other Expenses would
have been 0.34% and Total Expenses would have been 1.34%. The Fund's  investment
adviser is no longer waiving or assuming fees and expenses.

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


6
<PAGE>

                                                          GREAT AMERICAN RESERVE
                                                                  1998 ACCOUNT C
                                                     Individual Variable Annuity
================================================================================
FLEXIBLE PREMIUM PAYMENT CONTRACT

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

                                                                                  1 YEAR        3 YEARS        5 YEARS      10 YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>            <C>            <C>            <C> 
CONSECO SERIES TRUST
      Asset Allocation Portfolio .......................................           $ 98           $116           $136           $208
      Common Stock Portfolio ...........................................             99            117            139            214
      Corporate Bond Portfolio .........................................             98            114            133            203
      Government Securities Portfolio ..................................             98            114            133            203
      Money Market Portfolio ...........................................             95            107            120            176

THE ALGER AMERICAN FUND
      Alger American Growth Portfolio ..................................             98            117            138            212
      Alger American Leveraged AllCap Portfolio ........................            101            123            149            234
      Alger American MidCap Growth Portfolio ...........................             99            118            141            218
      Alger American Small Capitalization Portfolio ....................             99            120            143            223

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC
      VP Income and Growth .............................................             98            114            N/A            N/A
      VP International .................................................            106            138            174            285
      VP Value .........................................................            101            123            149            234

BERGER INSTITUTIONAL PRODUCTS TRUST
      Berger IPT - 100 Fund ............................................            101            123            149            234
      Berger IPT - Growth and Income Fund ..............................            101            123            149            234
      Berger IPT - Small Company Growth Fund ...........................            102            128            156            250
      Berger/BIAM IPT - International Fund .............................            103            129            159            255

THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC ......................             99            118            140            216

DREYFUS STOCK INDEX FUND ...............................................             93            101            112            157

DREYFUS VARIABLE INVESTMENT FUND
      Disciplined Stock Portfolio ......................................            101            124            N/A            N/A
      International Value Portfolio ....................................            105            136            N/A            N/A

FEDERATED INSURANCE SERIES
      Federated High Income Bond Fund II ...............................             99            117            139            214
      Federated International Equity Fund II ...........................            103            130            160            258
      Federated Utility Fund II ........................................             99            119            141            219

INVESCO VARIABLE INVESTMENT FUNDS, INC
      INVESCO VIF - High Yield Portfolio ...............................             99            119            N/A            N/A
      INVESCO VIF - Industrial Income Portfolio ........................            100            122            N/A            N/A

JANUS ASPEN SERIES
      Aggressive Growth Portfolio ......................................             98            116            136            209
      Growth Portfolio .................................................             98            114            133            203
      Worldwide Growth Portfolio .......................................             99            115            135            207

LAZARD RETIREMENT SERIES, INC
      Lazard Retirement Equity Portfolio ...............................            106            138            N/A            N/A
      Lazard Retirement Small Cap Portfolio ............................            106            138            N/A            N/A

LORD ABBETT SERIES FUND, INC 
      Growth and Income Portfolio ......................................             97            113            N/A            N/A

MITCHELL HUTCHINS SERIES TRUST
      Growth and Income Portfolio ......................................            106            141            N/A            N/A

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
      Limited Maturity Bond Portfolio ..................................             98            116            137            210
      Partners Portfolio ...............................................             99            119            142            220

STRONG OPPORTUNITY FUND II, INC
      Opportunity Fund II ..............................................            102            128            156            250

STRONG VARIABLE INSURANCE FUNDS, INC 
      Growth Fund II ...................................................            103            129            159            255

VAN ECK WORLDWIDE INSURANCE TRUST
      Worldwide Bond Fund ..............................................            102            127            155            247
      Worldwide Emerging Markets Fund ..................................             99            117            139            214
      Worldwide Hard Assets Fund .......................................            102            128            157            252
      Worldwide Real Estate Fund .......................................            101            123            N/A            N/A
</TABLE>

                                                                               7
<PAGE>

================================================================================

FLEXIBLE PREMIUM PAYMENT CONTRACT - CONTINUED

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

                                                                      1 YEAR        3 YEARS        5 YEARS      10 YEARS
- ------------------------------------------------------------------------------------------------------------------------

<S>                                                                    <C>            <C>            <C>            <C> 
CONSECO SERIES TRUST
      Asset Allocation Portfolio ...........................           $ 98           $116           $ 96           $208
      Common Stock Portfolio ...............................             99            117             99            214
      Corporate Bond Portfolio .............................             98            114             93            203
      Government Securities Portfolio ......................             98            114             93            203
      Money Market Portfolio ...............................             95            107             80            176

THE ALGER AMERICAN FUND
      Alger American Growth Portfolio ......................             98            117             98            212
      Alger American Leveraged AllCap Portfolio ............            101            123            109            234
      Alger American MidCap Growth Portfolio ...............             99            118            101            218
      Alger American Small Capitalization Portfolio ........             99            120            103            223

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC
      VP Income and Growth .................................             98            114            N/A            N/A
      VP International .....................................            106            138            134            285
      VP Value .............................................            101            123            109            234

BERGER INSTITUTIONAL PRODUCTS TRUST
      Berger IPT - 100 Fund ................................            101            123            109            234
      Berger IPT - Growth and Income Fund ..................            101            123            109            234
      Berger IPT - Small Company Growth Fund ...............            102            128            116            250
      Berger/BIAM IPT - International Fund .................            103            129            119            255

THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC ..........             99            118            100            216

DREYFUS STOCK INDEX FUND ...................................             93            101             72            157

DREYFUS VARIABLE INVESTMENT FUND
      Disciplined Stock Portfolio ..........................            101            124            N/A            N/A
      International Value Portfolio ........................            105            136            N/A            N/A

FEDERATED INSURANCE SERIES
      Federated High Income Bond Fund II ...................             99            117             99            214
      Federated International Equity Fund II ...............            103            130            120            258
      Federated Utility Fund II ............................             99            119            101            219

INVESCO VARIABLE INVESTMENT FUNDS, INC
      INVESCO VIF - High Yield Portfolio ...................             99            119            N/A            N/A
      INVESCO VIF - Industrial Income Portfolio ............            100            122            N/A            N/A

JANUS ASPEN SERIES
      Aggressive Growth Portfolio ..........................             98            116             96            209
      Growth Portfolio .....................................             98            114             93            203
      Worldwide Growth Portfolio ...........................             98            115             95            207

LAZARD RETIREMENT SERIES, INC
      Lazard Retirement Equity Portfolio ...................            106            138            N/A            N/A
      Lazard Retirement Small Cap Portfolio ................            106            138            N/A            N/A

LORD ABBETT SERIES FUND, INC
      Growth and Income Portfolio ..........................             97            113            N/A            N/A

MITCHELL HUTCHINS SERIES TRUST
      Growth and Income Portfolio ..........................            106            141            N/A            N/A

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
      Limited Maturity Bond Portfolio ......................             98            116             97            210
      Partners Portfolio ...................................             99            119            102            220

STRONG OPPORTUNITY FUND II, INC 
      Opportunity Fund II ..................................            102            128            116            250

STRONG VARIABLE INSURANCE FUNDS, INC
      Growth Fund II .......................................            103            129            119            255

VAN ECK WORLDWIDE INSURANCE TRUST
      Worldwide Bond Fund ..................................            102            127            115            247
      Worldwide Emerging Markets Fund ......................             99            117             99            214
      Worldwide Hard Assets Fund ...........................            102            128            117            252
      Worldwide Real Estate Fund ...........................            101            123            N/A            N/A
</TABLE>

8
<PAGE>

                                                          GREAT AMERICAN RESERVE
                                                                  1998 ACCOUNT C
                                                     Individual Variable Annuity
================================================================================

FLEXIBLE PREMIUM PAYMENT CONTRACT - CONTINUED

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

                                                                                 1 YEAR      3 YEARS      5 YEARS        10 YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>          <C>         <C>            <C> 
CONSECO SERIES TRUST
      Asset Allocation Portfolio.........................................          $18          $56         $ 96           $208
      Common Stock Portfolio.............................................           19           57           99            214
      Corporate Bond Portfolio...........................................           18           54           93            203
      Government Securities Portfolio....................................           18           54           93            203
      Money Market Portfolio.............................................           15           47           80            176

THE ALGER AMERICAN FUND
      Alger American Growth Portfolio....................................           18           57           98            212
      Alger American Leveraged AllCap Portfolio..........................           21           63          109            234
      Alger American MidCap Growth Portfolio.............................           19           58          101            218
      Alger American Small Capitalization Portfolio......................           19           60          103            223

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
      VP Income and Growth...............................................           18           54          N/A            N/A
      VP International...................................................           26           78          134            285
      VP Value...........................................................           21           63          109            234

BERGER INSTITUTIONAL PRODUCTS TRUST
      Berger IPT - 100 Fund..............................................           21           63          109            234
      Berger IPT - Growth and Income Fund................................           21           63          109            234
      Berger IPT - Small Company Growth Fund.............................           22           68          116            250
      Berger/BIAM IPT - International Fund...............................           23           69          119            255

THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC........................           19           58          100            216

DREYFUS STOCK INDEX FUND.................................................           13           41           72            157

DREYFUS VARIABLE INVESTMENT FUND
      Disciplined Stock Portfolio                                                   21           64          N/A            N/A
      International Value Portfolio......................................           25           76          N/A            N/A

FEDERATED INSURANCE SERIES
      High Income Bond Fund II...........................................           19           57           99            214
      Federated International Equity Fund II.............................           23           70          120            258
      Federated Utility Fund II..........................................           19           59          101            219

INVESCO VARIABLE INVESTMENT FUNDS, INC.
      INVESCO VIF - High Yield Portfolio.................................           19           59          N/A            N/A
      INVESCO VIF - Industrial Income Portfolio..........................           20           62          N/A            N/A

JANUS ASPEN SERIES
      Aggressive Growth Portfolio........................................           18           56           96            209
      Growth Portfolio...................................................           18           54           93            203
      Worldwide Growth Portfolio.........................................           18           55           95            207

LAZARD RETIREMENT SERIES, INC.
      Lazard Retirement Equity Portfolio.................................           26           78          N/A            N/A
      Lazard Retirement Small Cap Portfolio..............................           26           78          N/A            N/A

LORD ABBETT SERIES FUND, INC.
      Growth and Income Portfolio........................................           17           53          N/A            N/A

MITCHELL HUTCHINS SERIES TRUST
      Growth and Income Portfolio........................................           26           81          N/A            N/A

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
      Limited Maturity Bond Portfolio....................................           18           56           97            210
      Partners Portfolio.................................................           19           59          102            220

STRONG OPPORTUNITY FUND II, INC.
      Opportunity Fund, II...............................................           22           68          116            250

STRONG VARIABLE INSURANCE FUNDS, INC.
      Growth Fund II.....................................................           23           69          119            255

VAN ECK WORLDWIDE INSURANCE TRUST
      Worldwide Bond Fund................................................           22           67          115            247
      Worldwide Emerging Markets Fund....................................           19           57           99            214
      Worldwide Hard Assets Fund.........................................           22           68          117            252
      Worldwide Real Estate Fund.........................................           21           63          N/A            N/A
</TABLE>

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

   This Contract is designed for retirement planning.  The tax penalties imposed
on early  withdrawals  and  surrenders  prior to the  Annuity  Period may not be
consistent  with the long-term  purposes of the Contract and the  applicable tax
laws.

   The above table  reflects  estimates of expenses of the Variable  Account and
the  Funds.  The  standard  table and  examples  assume the  highest  deductions
possible under a contract, whether or not such deductions actually would be made
under a contract. Annual contract charges have been approximated as a .05% point
annual asset  charge based on the  experience  of the flexible  premium  payment
contracts.

                                                                               9
<PAGE>

================================================================================

SINGLE PREMIUM PAYMENT CONTRACT

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

<TABLE>
<CAPTION>

                                                                                 1 YEAR      3 YEARS      5 YEARS        10 YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>         <C>          <C>            <C> 
CONSECO SERIES TRUST
      Asset Allocation Portfolio.........................................          $88         $106         $127           $210
      Common Stock Portfolio.............................................           89          108          130            216
      Corporate Bond Portfolio...........................................           88          105          124            205
      Government Securities Portfolio....................................           88          105          124            205
      Money Market Portfolio.............................................           85           97          111            178

THE ALGER AMERICAN FUND
      Alger American Growth Portfolio....................................           89          108          129            215
      Alger American Leveraged AllCap Portfolio..........................           91          117          144            246
      Alger American MidCap Growth Portfolio.............................           89          109          132            220
      Alger American Small Capitalization Portfolio......................           90          110          134            224

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
      VP Income and Growth...............................................           88          105          124            205
      VP International...................................................           96          129          165            287
      VP Value...........................................................           91          114          140            237

BERGER INSTITUTIONAL PRODUCTS TRUST
      Berger IPT - 100 Fund..............................................           91          114          140            237
      Berger IPT - Growth and Income Fund................................           91          114          140            237
      Berger IPT - Small Company Growth Fund.............................           92          118          147            252
      Berger/BIAM IPT - International Fund...............................           93          120          150            257

THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC........................           89          114          139            236

DREYFUS STOCK INDEX FUND.................................................           84           93          104            162

DREYFUS VARIABLE INVESTMENT FUND
      Disciplined Stock Portfolio........................................           91          115          141            239
      International Value Portfolio......................................           95          127          161            279

FEDERATED INSURANCE SERIES
      Federated High Income Bond Fund II.................................           89          108          130            216
      Federated International Equity Fund II.............................           93          121          152            262
      Federated Utility Fund II..........................................           89          109          132            221

INVESCO VARIABLE INVESTMENT FUNDS, INC.
      INVESCO VIF - High Yield Portfolio.................................           89          110          133            223
      INVESCO VIF - Industrial Income Portfolio..........................           90          112          137            231

JANUS ASPEN SERIES
      Aggressive Growth Portfolio........................................           88          107          127            211
      Growth Portfolio...................................................           88          105          124            205
      Worldwide Growth Portfolio.........................................           88          106          126            209

LAZARD RETIREMENT SERIES, INC.
      Lazard Retirement Equity Portfolio.................................           96          129          165            287
      Lazard Retirement Small Cap Portfolio..............................           96          129          165            287

LORD ABBETT SERIES FUND, INC.
      Growth and Income Portfolio........................................           87          104          123            202

MITCHELL HUTCHINS SERIES TRUST
      Growth and Income Portfolio........................................           97          131          169            295

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
      Limited Maturity Bond Portfolio....................................           88          107          128            212
      Partners Portfolio.................................................           89          110          133            222

STRONG OPPORTUNITY FUND II...............................................           92          118          147            252

STRONG VARIABLE INSURANCE FUNDS, INC.
      Growth Fund II.....................................................           93          120          150            257

VAN ECK WORLDWIDE INSURANCE TRUST
      Worldwide Bond Fund                                                           92          118          146            249
      Worldwide Emerging Markets Fund....................................           89          108          130            216
      Worldwide Hard Assets Fund.........................................           92          119          148            254
      Worldwide Real Estate Fund.........................................           91          114          140            237
</TABLE>

10
<PAGE>

                                                          GREAT AMERICAN RESERVE
                                                                  1998 ACCOUNT C
                                                     Individual Variable Annuity
================================================================================

SINGLE PREMIUM PAYMENT CONTRACT - CONTINUED

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

                                                                                 1 YEAR      3 YEARS      5 YEARS        10 YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>          <C>          <C>            <C> 
CONSECO SERIES TRUST
      Asset Allocation Portfolio.........................................         $ 88         $106         $ 97           $210
      Common Stock Portfolio.............................................           89          108          100            216
      Corporate Bond Portfolio...........................................           88          105           94            205
      Government Securities Portfolio....................................           88          105           94            205
      Money Market Portfolio.............................................           85           97           81            178

THE ALGER AMERICAN FUND
      Alger American Growth Portfolio....................................           89          108           99            215
      Alger American Leveraged AllCap Portfolio..........................           91          114          110            237
      Alger American MidCap Growth Portfolio.............................           89          109          102            220
      Alger American Small Capitalization Portfolio......................           90          111          104            225

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
      VP Income and Growth...............................................           88          105           94            205
      VP International...................................................           96          129          135            287
      VP Value...........................................................           91          114          110            237

BERGER INSTITUTIONAL PRODUCTS TRUST
      Berger IPT - 100 Fund..............................................           91          114          110            237
      Berger IPT - Growth and Income Fund................................           91          114          110            237
      Berger IPT - Small Company Growth Fund.............................           92          118          117            252
      Berger/BIAM IPT - International Fund...............................           93          120          120            257

THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC........................           89          108          101            218

DREYFUS STOCK INDEX FUND.................................................           84           92           73            159

DREYFUS VARIABLE INVESTMENT FUND
      Disciplined Stock Portfolio........................................           91          115          111            239
      International Value Portfolio......................................           95          127          131            279

FEDERATED INSURANCE SERIES
      Federated High Income Bond Fund II.................................           89          108          100            216
      Federated International Equity Fund II.............................           93          121          121            260
      Federated Utility Fund II..........................................           89          109          102            221

INVESCO VARIABLE INVESTMENT FUNDS, INC.
      INVESCO VIF - High Yield Portfolio.................................           89          110          103            223
      INVESCO VIF - Industrial Income Portfolio..........................           90          112          107            231

JANUS ASPEN SERIES
      Aggressive Growth Portfolio........................................           88          107           97            211
      Growth Portfolio...................................................           88          105           94            205
      Worldwide Growth Portfolio.........................................           88          106           96            209

LAZARD RETIREMENT SERIES, INC.
      Lazard Retirement Equity Portfolio.................................           96          129          135            287
      Lazard Retirement Small Cap Portfolio..............................           96          129          135            287

LORD ABBETT SERIES FUND, INC.
      Growth and Income Portfolio........................................           87          104           93            202

MITCHELL HUTCHINS SERIES TRUST
      Growth and Income Portfolio........................................           97          131          139            295

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
      Limited Maturity Bond Portfolio....................................           88          107           98            212
      Partners Portfolio.................................................           89          110          103            222

STRONG OPPORTUNITY FUND II...............................................           92          118          117            252

STRONG VARIABLE INSURANCE FUNDS, INC.
      Growth Fund II.....................................................           93          120          120            257

VAN ECK WORLDWIDE INSURANCE TRUST
      Worldwide Bond Fund................................................           92          118          116            249
      Worldwide Emerging Markets Fund....................................           89          108          100            216
      Worldwide Hard Assets Fund.........................................           92          119          118            254
      Worldwide Real Estate Fund.........................................           91          114          110            237
</TABLE>

                                                                              11
<PAGE>

================================================================================

SINGLE PREMIUM PAYMENT CONTRACT - CONTINUED

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

<TABLE>
<CAPTION>

                                                                                 1 YEAR      3 YEARS      5 YEARS        10 YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>          <C>         <C>            <C> 
CONSECO SERIES TRUST
      Asset Allocation Portfolio.........................................          $18          $56         $ 97           $210
      Common Stock Portfolio.............................................           19           58          100            216
      Corporate Bond Portfolio...........................................           18           55           94            205
      Government Securities Portfolio....................................           18           55           94            205
      Money Market Portfolio.............................................           15           47           81            178

THE ALGER AMERICAN FUND
      Alger American Growth Portfolio....................................           19           58           99            215
      Alger American Leveraged AllCap Portfolio..........................           21           64          110            237
      Alger American MidCap Growth Portfolio.............................           19           59          102            220
      Alger American Small Capitalization Portfolio......................           20           61          104            225

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
      VP Income and Growth...............................................           18           55           94            205
      VP International...................................................           26           79          135            287
      VP Value...........................................................           21           64          110            237

BERGER INSTITUTIONAL PRODUCTS TRUST
      Berger IPT - 100 Fund..............................................           21           64          110            237
      Berger IPT - Growth and Income Fund................................           21           64          110            237
      Berger IPT - Small Company Growth Fund.............................           22           68          117            252
      Berger/BIAM IPT - International Fund...............................           23           70          120            257

THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC........................           19           58          101            218

DREYFUS STOCK INDEX FUND.................................................           14           42           73            159

DREYFUS VARIABLE INVESTMENT FUND
      Disciplined Stock Portfolio........................................           21           65          111            239
      International Value Portfolio......................................           25           77          131            279

FEDERATED INSURANCE SERIES
      Federated High Income Bond Fund II.................................           19           58          100            216
      Federated International Equity Fund II.............................           23           71          121            260
      Federated Utility Fund II..........................................           19           59          102            221

INVESCO VARIABLE INVESTMENT FUNDS, INC.
      INVESCO VIF - High Yield Portfolio.................................           19           60          103            223
      INVESCO VIF - Industrial Income Portfolio..........................           20           62          107            231

JANUS ASPEN SERIES
      Aggressive Growth Portfolio........................................           18           57           97            211
      Growth Portfolio...................................................           18           55           94            205
      Worldwide Growth Portfolio.........................................           18           56           96            209

LAZARD RETIREMENT SERIES, INC.
      Lazard Retirement Equity Portfolio.................................           26           79          135            287
      Lazard Retirement Small Cap Portfolio..............................           26           79          135            287

LORD ABBETT SERIES FUND, INC.
      Growth and Income Portfolio........................................           17           54           93            202

MITCHELL HUTCHINS SERIES TRUST
      Growth and Income Portfolio........................................           27           81          139            295

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
      Limited Maturity Bond Portfolio....................................           18           57           98            212
      Partners Portfolio.................................................           19           60          103            222

STRONG OPPORTUNITY FUND II...............................................           22           68          117            252

STRONG VARIABLE INSURANCE FUNDS, INC.
      Growth Fund II.....................................................           23           70          120            257

VAN ECK WORLDWIDE INSURANCE TRUST
      Worldwide Bond Fund................................................           22           68          116            249
      Worldwide Emerging Markets Fund....................................           19           58          100            216
      Worldwide Hard Assets Fund.........................................           22           69          118            254
      Worldwide Real Estate Fund.........................................           21           64          110            237
</TABLE>

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

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

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

12
<PAGE>

                                                          GREAT AMERICAN RESERVE
                                                                  1998 ACCOUNT C
                                                     Individual Variable Annuity
================================================================================

CONDENSED FINANCIAL INFORMATION

   The table below provides per unit information  about the financial history of
the Sub-accounts for the periods indicated.  No per-unit information is provided
with  respect  to  certain  Sub-accounts  because  such  Sub-accounts  were  not
available under the Contracts as of December 31, 1997.
<TABLE>
<CAPTION>

                                                       1997       1996        1995       1994        1993  
- -----------------------------------------------------------------------------------------------------------
<S>                                                  <C>         <C>         <C>         <C>        <C>    
CONSECO SERIES TRUST
ASSET ALLOCATION (c)
Accumulation unit value at beginning of period..      $1.740     $1.370      $1.052      $1.068     $1.000 
Accumulation unit value at end of period........      $2.030     $1.740      $1.370      $1.052     $1.068 
Percentage change in accumulation unit value....      16.68%     27.01%      30.19%     (1.51)%      6.84% 
Number of accumulation units outstanding
  at end of period..............................   6,907,154  5,801,102   5,007,682   3,888,125  2,257,426 

COMMON STOCK - QUALIFIED (a)
Accumulation unit value at beginning of period .     $17.933    $12.448      $9.191      $9.069     $8.492 
Accumulation unit value at end of period... ....     $21.148    $17.933     $12.448      $9.191     $9.069 
Percentage change in accumulation unit value ...      17.93%     44.06%      35.44%       1.35%      6.79% 
Number of accumulation units outstanding
  at end of period..............................   8,714,598  8,464,009   7,950,068   7,356,167  6,310,119 

COMMON STOCK - NON-QUALIFIED (a)
Accumulation unit value at beginning of period .     $14.195     $9.854      $7.275      $7.179     $6.722 
Accumulation unit value at end of period........     $16.740    $14.195      $9.854      $7.275     $7.179 
Percentage change in accumulation unit value ...      17.93%     44.06%      35.44%       1.35%      6.79% 
Number of accumulation units outstanding
  at end of period..............................     274,648    283,828     286,775     271,457    252,573 

CORPORATE BOND - QUALIFIED (b)
Accumulation unit value at beginning of period .      $4.990     $4.790      $4.080      $4.224     $3.768 
Accumulation unit value at end of period........      $5.445     $4.990      $4.790      $4.080     $4.224 
Percentage change in accumulation unit value ...       9.11%      4.19%      17.38%     (3.41)%     12.12% 
Number of accumulation units outstanding
  at end of period..............................   2,784,065  2,973,412   3,072,607   2,961,739  3,003,770 

CORPORATE BOND - NON-QUALIFIED (b)
Accumulation unit value at beginning of period .      $4.795     $4.602      $3.921      $4.059     $3.620 
Accumulation unit value at end of period........      $5.232     $4.795      $4.602      $3.921     $4.059 
Percentage change in accumulation unit value ...       9.11%      4.19%      17.38%     (3.41)%     12.12% 
Number of accumulation units outstanding
  at end of period..............................     125,557    136,642     179,684     197,847    185,569 

GOVERNMENT SECURITIES (c)
Accumulation unit value at beginning of period .      $1.176     $1.156      $0.995      $1.034     $1.000 
Accumulation unit value at end of period........      $1.261     $1.176      $1.156      $0.995     $1.034 
Percentage change in accumulation unit value ...       7.19%      1.72%      16.18%     (3.79)%       3.42 
Number of accumulation units outstanding
  at end of period..............................     485,631    365,164     422,359     335,451    535,607 

MONEY MARKET (b)
Accumulation unit value at beginning of period .      $2.598     $2.496      $2.387      $2.321     $2.280 
Accumulation unit value at end of period........      $2.708     $2.598      $2.496      $2.387     $2.321 
Percentage change in accumulation unit value....       4.22%      4.10%       4.57%       2.85%      1.79% 
Number of accumulation units outstanding
  at end of period..............................   1,624,326  1,849,618   1,538,629   1,619,841  1,465,429 

THE ALGER AMERICAN FUND:
ALGER AMERICAN GROWTH (e)
Accumulation unit value at beginning of period..      $1.000        N/A         N/A         N/A        N/A 
Accumulation unit value at end of period........      $1.204        N/A         N/A         N/A        N/A 
Percentage change in accumulation unit value....      20.42%        N/A         N/A         N/A        N/A 
Number of accumulation units outstanding
  at end of period..............................     120,648        N/A         N/A         N/A        N/A 

ALGER AMERICAN LEVERAGED ALLCAP (d)
Accumulation unit value at beginning of period .      $1.565     $1.411      $1.000         N/A        N/A 
Accumulation unit value at end of period........      $1.855     $1.565      $1.411         N/A        N/A 
Percentage change in accumulation unit value ...      18.49%     10.92%      41.12%         N/A        N/A 
Number of accumulation units outstanding
  at end of period.. ...........................     388,810    332,180      48,284         N/A        N/A 

ALGER AMERICAN MIDCAP GROWTH (e)
Accumulation unit value at beginning of period .      $1.000        N/A         N/A         N/A        N/A 
Accumulation unit value at end of period........      $1.199        N/A         N/A         N/A        N/A 
Percentage change in accumulation unit value....      19.91%        N/A         N/A         N/A        N/A 
Number of accumulation units outstanding
  at end of period..............................      10,680        N/A         N/A         N/A        N/A 

ALGER AMERICAN SMALL CAPITALIZATION (d)
Accumulation unit value at beginning of period .      $1.260     $1.222      $1.000         N/A        N/A 
Accumulation unit value at end of period........      $1.390     $1.260      $1.222         N/A        N/A 
Percentage change in accumulation unit value....      10.28%      3.14%      22.18%         N/A        N/A 
Number of accumulation units outstanding
  at end of period..............................   1,616,358  1,294,236     421,326         N/A        N/A
</TABLE>

<TABLE>
<CAPTION>

                                                     1992        1991         1990       1989        1988
- ----------------------------------------------------------------------------------------------------------
<S>                                                 <C>         <C>         <C>       <C>          <C>   
CONSECO SERIES TRUST
ASSET ALLOCATION (c)
Accumulation unit value at beginning of period..       N/A         N/A         N/A       N/A          N/A
Accumulation unit value at end of period........       N/A         N/A         N/A       N/A          N/A
Percentage change in accumulation unit value....       N/A         N/A         N/A       N/A          N/A
Number of accumulation units outstanding
  at end of period..............................       N/A         N/A         N/A       N/A          N/A

COMMON STOCK - QUALIFIED (a)
Accumulation unit value at beginning of period .    $8.292      $5.827      $6.313    $4.804       $4.491
Accumulation unit value at end of period... ....    $8.492      $8.292      $5.827    $6.313       $4.804
Percentage change in accumulation unit value ...     2.41%      42.30%     (7.70)%    31.41%        6.97%
Number of accumulation units outstanding
  at end of period..............................   499,342   4,667,263   4,275,235 4,188,009    4,384,189

COMMON STOCK - NON-QUALIFIED (a)
Accumulation unit value at beginning of period .    $6.564      $4.612      $4.997    $3.803       $3.555
Accumulation unit value at end of period........    $6.722      $6.564      $4.612    $4.997       $3.803
Percentage change in accumulation unit value ...     2.41%      42.30%     (7.70)%    31.41%        6.97%
Number of accumulation units outstanding
  at end of period..............................   191,299     152,332     125,393   105,484      128,262

CORPORATE BOND - QUALIFIED (b)
Accumulation unit value at beginning of period .    $3.466      $2.899      $2.743    $2.405       $2.245
Accumulation unit value at end of period........    $3.768      $3.466      $2.899    $2.743       $2.405
Percentage change in accumulation unit value ...     8.70%      19.57%       5.66%    14.09%        7.11%
Number of accumulation units outstanding
  at end of period..............................   490,084   2,145,672   1,998,622 2,083,583    2,092,143

CORPORATE BOND - NON-QUALIFIED (b)
Accumulation unit value at beginning of period .    $3.330      $2.785      $2.636    $2.310       $2.157
Accumulation unit value at end of period........    $3.620      $3.330      $2.785    $2.636       $2.310
Percentage change in accumulation unit value ...     8.70%      19.57%       5.66%    14.09%        7.11%
Number of accumulation units outstanding
  at end of period..............................   123,618      98,273     118,597   140,928       99,057

GOVERNMENT SECURITIES (c)
Accumulation unit value at beginning of period .       N/A         N/A         N/A       N/A          N/A
Accumulation unit value at end of period........       N/A         N/A         N/A       N/A          N/A
Percentage change in accumulation unit value ...       N/A         N/A         N/A       N/A          N/A
Number of accumulation units outstanding
  at end of period..............................       N/A         N/A         N/A       N/A          N/A

MONEY MARKET (b)
Accumulation unit value at beginning of period .    $2.224      $2.120      $1.978    $1.830       $1.726
Accumulation unit value at end of period........    $2.280      $2.224      $2.120    $1.978       $1.830
Percentage change in accumulation unit value....     2.52%       4.89%       7.22%     8.08%        6.01%
Number of accumulation units outstanding
  at end of period..............................   790,486   1,762,019   1,798,156 1,869,049    1,705,508

THE ALGER AMERICAN FUND:
ALGER AMERICAN GROWTH (e)
Accumulation unit value at beginning of period..       N/A         N/A         N/A       N/A          N/A
Accumulation unit value at end of period........       N/A         N/A         N/A       N/A          N/A
Percentage change in accumulation unit value....       N/A         N/A         N/A       N/A          N/A
Number of accumulation units outstanding
  at end of period..............................       N/A         N/A         N/A       N/A          N/A

ALGER AMERICAN LEVERAGED ALLCAP (d)
Accumulation unit value at beginning of period .       N/A         N/A         N/A       N/A          N/A
Accumulation unit value at end of period........       N/A         N/A         N/A       N/A          N/A
Percentage change in accumulation unit value ...       N/A         N/A         N/A       N/A          N/A
Number of accumulation units outstanding
  at end of period.. ...........................       N/A         N/A         N/A       N/A          N/A

ALGER AMERICAN MIDCAP GROWTH (e)
Accumulation unit value at beginning of period .       N/A         N/A         N/A       N/A          N/A
Accumulation unit value at end of period........       N/A         N/A         N/A       N/A          N/A
Percentage change in accumulation unit value....       N/A         N/A         N/A       N/A          N/A
Number of accumulation units outstanding
  at end of period..............................       N/A         N/A         N/A       N/A          N/A

ALGER AMERICAN SMALL CAPITALIZATION (d)
Accumulation unit value at beginning of period .       N/A         N/A         N/A       N/A          N/A
Accumulation unit value at end of period........       N/A         N/A         N/A       N/A          N/A
Percentage change in accumulation unit value....       N/A         N/A         N/A       N/A          N/A
Number of accumulation units outstanding
  at end of period..............................       N/A         N/A         N/A       N/A          N/A
</TABLE>


                                                                              13
<PAGE>
================================================================================
CONDENSED FINANCIAL INFORMATION
<TABLE>
<CAPTION>

                                                          1997          1996      1995  1994   1993
- ---------------------------------------------------------------------------------------------------
<S>                                                      <C>             <C>      <C>    <C>   <C> 
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
VP INTERNATIONAL (e)
Accumulation unit value at beginning of period           $1.000          N/A       N/A   N/A   N/A 
Accumulation unit value at end of period .....           $1.096          N/A       N/A   N/A   N/A 
Percentage change in accumulation unit value .             9.59%         N/A       N/A   N/A   N/A 
Number of accumulation units outstanding
  at end of period ...........................               95          N/A       N/A   N/A   N/A 

VP VALUE (e)
Accumulation unit value at beginning of period           $1.000          N/A       N/A   N/A   N/A 
Accumulation unit value at end of period .....           $1.229          N/A       N/A   N/A   N/A 
Percentage change in accumulation unit value .            22.93%         N/A       N/A   N/A   N/A 
Number of accumulation units outstanding
  at end of period ...........................           19,126          N/A       N/A   N/A   N/A 

BERGER INSTITUTIONAL PRODUCTS TRUST:
BERGER IPT -100 (e)
Accumulation unit value at beginning of period           $1.000          N/A       N/A   N/A   N/A 
Accumulation unit value at end of period .....           $1.136          N/A       N/A   N/A   N/A 
Percentage change in accumulation unit value .            13.55%         N/A       N/A   N/A   N/A 
Number of accumulation units outstanding
  at end of period ...........................           42,167          N/A       N/A   N/A   N/A 

BERGER IPT - GROWTH AND INCOME (e)
Accumulation unit value at beginning of period           $1.000          N/A       N/A   N/A   N/A 
Accumulation unit value at end of period .....           $1.219          N/A       N/A   N/A   N/A 
Percentage change in accumulation unit value .            21.87%         N/A       N/A   N/A   N/A 
Number of accumulation units outstanding
  at end of period ...........................           64,326          N/A       N/A   N/A   N/A 

BERGER IPT - SMALL COMPANY GROWTH (e)
Accumulation unit value at beginning of period           $1.000          N/A       N/A   N/A   N/A 
Accumulation unit value at end of period .....           $1.374          N/A       N/A   N/A   N/A 
Percentage change in accumulation unit value .            37.38%         N/A       N/A   N/A   N/A 
Number of accumulation units outstanding
  at end of period ...........................            1,949          N/A       N/A   N/A   N/A 

BERGER/BIAM IPT - INTERNATIONAL (e)
Accumulation unit value at beginning of period           $1.000          N/A       N/A   N/A   N/A 
Accumulation unit value at end of period .....           $0.972          N/A       N/A   N/A   N/A 
Percentage change in accumulation unit value .            -2.75%         N/A       N/A   N/A   N/A 
Number of accumulation units outstanding
  at end of period ...........................            3,085          N/A       N/A   N/A   N/A 

THE DREYFUS SOCIALLY RESPONSIBLE
GROWTH FUND, INC. (d)
Accumulation unit value at beginning of period           $1.413       $1.178   $ 1.000   N/A   N/A 
Accumulation unit value at end of period .....           $1.796       $1.413   $ 1.178   N/A   N/A 
Percentage change in accumulation unit value .            27.11%       20.01%    17.76%  N/A   N/A 
Number of accumulation units outstanding
  at end of period ...........................          359,437      114,173    27,728   N/A   N/A 

DREYFUS STOCK INDEX FUND (d)
Accumulation unit value at beginning of period           $1.402       $1.160   $ 1.000   N/A   N/A 
Accumulation unit value at end of period .....           $1.853       $1.402   $ 1.160   N/A   N/A 
Percentage change in accumulation unit value .            32.20%       20.79%    16.03%  N/A   N/A 
Number of accumulation units outstanding
  at end of period ...........................        3,025,807    1,395,520   561,967   N/A   N/A 

FEDERATED INSURANCE SERIES
FEDERATED HIGH INCOME BOND II (d)
Accumulation unit value at beginning of period           $1.210       $1.070   $ 1.000   N/A   N/A 
Accumulation unit value at end of period .....           $1.364       $1.210   $ 1.070   N/A   N/A 
Percentage change in accumulation unit value .            12.70%       13.17%     6.96%  N/A   N/A 
Number of accumulation units outstanding
  at end of period ...........................          103,898       44,124     1,178   N/A   N/A 

FEDERATED INTERNATIONAL EQUITY II (d)
Accumulation unit value at beginning of period           $1.102       $1.028   $ 1.000   N/A   N/A 
Accumulation unit value at end of period .....           $1.201       $1.102   $ 1.028   N/A   N/A 
Percentage change in accumulation unit value .             8.99%        7.23%     2.80%  N/A   N/A 
Number of accumulation units outstanding
  at end of period ...........................          117,785       70,090     9,399   N/A   N/A 

FEDERATED UTILITY II (d)
Accumulation unit value at beginning of period           $1.243       $1.125   $ 1.000   N/A   N/A 
Accumulation unit value at end of period .....           $1.558       $1.243   $ 1.125   N/A   N/A 
Percentage change in accumulation unit value .            25.38%       10.45%    12.53%  N/A   N/A 
Number of accumulation units outstanding
  at end of period ...........................          196,753      111,929    53,189   N/A   N/A 
</TABLE>

<TABLE>
<CAPTION>

                                                         1992  1991  1990   1989  1988
- --------------------------------------------------------------------------------------
<S>                                                      <C>   <C>   <C>    <C>    <C>
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
VP INTERNATIONAL (e)
Accumulation unit value at beginning of period           N/A   N/A   N/A     N/A   N/A
Accumulation unit value at end of period .....           N/A   N/A   N/A     N/A   N/A
Percentage change in accumulation unit value .           N/A   N/A   N/A     N/A   N/A
Number of accumulation units outstanding
  at end of period ...........................           N/A   N/A   N/A     N/A   N/A

VP VALUE (e)
Accumulation unit value at beginning of period           N/A   N/A   N/A     N/A   N/A
Accumulation unit value at end of period .....           N/A   N/A   N/A     N/A   N/A
Percentage change in accumulation unit value .           N/A   N/A   N/A     N/A   N/A
Number of accumulation units outstanding
  at end of period ...........................           N/A   N/A   N/A     N/A   N/A

BERGER INSTITUTIONAL PRODUCTS TRUST:
BERGER IPT -100 (e)
Accumulation unit value at beginning of period           N/A   N/A   N/A     N/A   N/A
Accumulation unit value at end of period .....           N/A   N/A   N/A     N/A   N/A
Percentage change in accumulation unit value .           N/A   N/A   N/A     N/A   N/A
Number of accumulation units outstanding
  at end of period ...........................           N/A   N/A   N/A     N/A   N/A

BERGER IPT - GROWTH AND INCOME (e)
Accumulation unit value at beginning of period           N/A   N/A   N/A     N/A   N/A
Accumulation unit value at end of period .....           N/A   N/A   N/A     N/A   N/A
Percentage change in accumulation unit value .           N/A   N/A   N/A     N/A   N/A
Number of accumulation units outstanding
  at end of period ...........................           N/A   N/A   N/A     N/A   N/A

BERGER IPT - SMALL COMPANY GROWTH (e)
Accumulation unit value at beginning of period           N/A   N/A   N/A     N/A   N/A
Accumulation unit value at end of period .....           N/A   N/A   N/A     N/A   N/A
Percentage change in accumulation unit value .           N/A   N/A   N/A     N/A   N/A
Number of accumulation units outstanding
  at end of period ...........................           N/A   N/A   N/A     N/A   N/A

BERGER/BIAM IPT - INTERNATIONAL (e)
Accumulation unit value at beginning of period           N/A   N/A   N/A     N/A   N/A
Accumulation unit value at end of period .....           N/A   N/A   N/A     N/A   N/A
Percentage change in accumulation unit value .           N/A   N/A   N/A     N/A   N/A
Number of accumulation units outstanding
  at end of period ...........................           N/A   N/A   N/A     N/A   N/A

THE DREYFUS SOCIALLY RESPONSIBLE
GROWTH FUND, INC. (d)
Accumulation unit value at beginning of period           N/A   N/A   N/A     N/A   N/A
Accumulation unit value at end of period .....           N/A   N/A   N/A     N/A   N/A
Percentage change in accumulation unit value .           N/A   N/A   N/A     N/A   N/A
Number of accumulation units outstanding
  at end of period ...........................           N/A   N/A   N/A     N/A   N/A

DREYFUS STOCK INDEX FUND (d)
Accumulation unit value at beginning of period           N/A   N/A   N/A     N/A   N/A
Accumulation unit value at end of period .....           N/A   N/A   N/A     N/A   N/A
Percentage change in accumulation unit value .           N/A   N/A   N/A     N/A   N/A
Number of accumulation units outstanding
  at end of period ...........................           N/A   N/A   N/A     N/A   N/A

FEDERATED INSURANCE SERIES
FEDERATED HIGH INCOME BOND II (d)
Accumulation unit value at beginning of period           N/A   N/A   N/A     N/A   N/A
Accumulation unit value at end of period .....           N/A   N/A   N/A     N/A   N/A
Percentage change in accumulation unit value .           N/A   N/A   N/A     N/A   N/A
Number of accumulation units outstanding
  at end of period ...........................           N/A   N/A   N/A     N/A   N/A

FEDERATED INTERNATIONAL EQUITY II (d)
Accumulation unit value at beginning of period           N/A   N/A   N/A     N/A   N/A
Accumulation unit value at end of period .....           N/A   N/A   N/A     N/A   N/A
Percentage change in accumulation unit value .           N/A   N/A   N/A     N/A   N/A
Number of accumulation units outstanding
  at end of period ...........................           N/A   N/A   N/A     N/A   N/A

FEDERATED UTILITY II (d)
Accumulation unit value at beginning of period           N/A   N/A   N/A     N/A   N/A
Accumulation unit value at end of period .....           N/A   N/A   N/A     N/A   N/A
Percentage change in accumulation unit value .           N/A   N/A   N/A     N/A   N/A
Number of accumulation units outstanding
  at end of period ...........................           N/A   N/A   N/A     N/A   N/A
</TABLE>


14
<PAGE>

<TABLE>
<CAPTION>
                                                                                                             GREAT AMERICAN RESERVE
                                                                                                                     1998 ACCOUNT C
                                                                                                        Individual Variable Annuity
===================================================================================================================================

CONDENSED FINANCIAL INFORMATION
                                                        1997          1996         1995    1994  1993  1992  1991  1990  1989  1988
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>         <C>          <C>       <C>   <C>   <C>   <C>   <C>   <C>   <C>
JANUS ASPEN SERIES
AGGRESSIVE GROWTH (d)
Accumulation unit value at beginning of period         $1.357      $1.269       $1.000    N/A   N/A   N/A   N/A   N/A   N/A   N/A
Accumulation unit value at end of period......         $1.513      $1.357       $1.269    N/A   N/A   N/A   N/A   N/A   N/A   N/A
Percentage change in accumulation unit value           11.54%       6.87%       26.93%    N/A   N/A   N/A   N/A   N/A   N/A   N/A
Number of accumulation units outstanding
  at end of period............................      1,145,154     881,491      398,348    N/A   N/A   N/A   N/A   N/A   N/A   N/A

GROWTH (d)
Accumulation unit value at beginning of period         $1.372      $1.170       $1.000    N/A   N/A   N/A   N/A   N/A   N/A   N/A
Accumulation unit value at end of period......         $1.668      $1.372       $1.170    N/A   N/A   N/A   N/A   N/A   N/A   N/A
Percentage change in accumulation unit value           21.53%      17.27%       17.02%    N/A   N/A   N/A   N/A   N/A   N/A   N/A
Number of accumulation units outstanding
  at end of period............................      1,026,609     570,927      144,293    N/A   N/A   N/A   N/A   N/A   N/A   N/A

WORLDWIDE GROWTH (d)
Accumulation unit value at beginning of period         $1.551      $1.214       $1.000    N/A   N/A   N/A   N/A   N/A   N/A   N/A
Accumulation unit value at end of period......         $1.876      $1.551       $1.214    N/A   N/A   N/A   N/A   N/A   N/A   N/A
Percentage change in accumulation unit value           20.94%      27.74%       21.40%    N/A   N/A   N/A   N/A   N/A   N/A   N/A
Number of accumulation units outstanding
  at end of period............................      4,929,502   1,845,276      230,889    N/A   N/A   N/A   N/A   N/A   N/A   N/A

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
LIMITED MATURITY BOND (e)
Accumulation unit value at beginning of period         $1.000         N/A          N/A    N/A   N/A   N/A   N/A   N/A   N/A   N/A
Accumulation unit value at end of period......         $1.046         N/A          N/A    N/A   N/A   N/A   N/A   N/A   N/A   N/A
Percentage change in accumulation unit value            4.59%         N/A          N/A    N/A   N/A   N/A   N/A   N/A   N/A   N/A
Number of accumulation units outstanding
  at end of period............................              0         N/A          N/A    N/A   N/A   N/A   N/A   N/A   N/A   N/A

PARTNERS (e)
Accumulation unit value at beginning of period         $1.000         N/A          N/A    N/A   N/A   N/A   N/A   N/A   N/A   N/A
Accumulation unit value at end of period......         $1.243         N/A          N/A    N/A   N/A   N/A   N/A   N/A   N/A   N/A
Percentage change in accumulation unit value           24.32%         N/A          N/A    N/A   N/A   N/A   N/A   N/A   N/A   N/A
Number of accumulation units outstanding
  at end of period............................         60,137         N/A          N/A    N/A   N/A   N/A   N/A   N/A   N/A   N/A

STRONG OPPORTUNITY FUND II, INC.
OPPORTUNITY FUND II:
Accumulation unit value at beginning of period         $1.000         N/A          N/A    N/A   N/A   N/A   N/A   N/A   N/A   N/A
Accumulation unit value at end of period......         $1.233         N/A          N/A    N/A   N/A   N/A   N/A   N/A   N/A   N/A
Percentage change in accumulation unit value           23.32%         N/A          N/A    N/A   N/A   N/A   N/A   N/A   N/A   N/A
Number of accumulation units outstanding
  at end of period............................          4,089         N/A          N/A    N/A   N/A   N/A   N/A   N/A   N/A   N/A

STRONG VARIABLE INSURANCE FUNDS, INC.:
GROWTH II (e)
Accumulation unit value at beginning of period         $1.000         N/A          N/A    N/A   N/A   N/A   N/A   N/A   N/A   N/A
Accumulation unit value at end of period......         $1.274         N/A          N/A    N/A   N/A   N/A   N/A   N/A   N/A   N/A
Percentage change in accumulation unit value           27.35%         N/A          N/A    N/A   N/A   N/A   N/A   N/A   N/A   N/A
Number of accumulation units outstanding
  at end of period............................          3,989         N/A          N/A    N/A   N/A   N/A   N/A   N/A   N/A   N/A

VAN ECK WORLDWIDE INSURANCE TRUST

WORLDWIDE BOND (d)
Accumulation unit value at beginning of period         $1.036      $1.021       $1.000    N/A   N/A   N/A   N/A   N/A   N/A   N/A
Accumulation unit value at end of period .....         $1.050      $1.036       $1.021    N/A   N/A   N/A   N/A   N/A   N/A   N/A
Percentage change in accumulation unit value .          1.37%       1.50%        2.05%    N/A   N/A   N/A   N/A   N/A   N/A   N/A
Number of accumulation units outstanding
  at end of period ...........................         16,578      23,735        6,030    N/A   N/A   N/A   N/A   N/A   N/A   N/A

WORLDWIDE EMERGING MARKETS (e)
Accumulation unit value at beginning of period         $1.000         N/A          N/A    N/A   N/A   N/A   N/A   N/A   N/A   N/A
Accumulation unit value at end of period .....         $0.808         N/A          N/A    N/A   N/A   N/A   N/A   N/A   N/A   N/A
Percentage change in accumulation unit value .        -19.24%         N/A          N/A    N/A   N/A   N/A   N/A   N/A   N/A   N/A
Number of accumulation units outstanding
  at end of period ...........................         99,333         N/A          N/A    N/A   N/A   N/A   N/A   N/A   N/A   N/A

WORLDWIDE HARD ASSETS (d)
Accumulation unit value at beginning of period         $1.262      $1.080       $1.000    N/A   N/A   N/A   N/A   N/A   N/A   N/A
Accumulation unit value at end of period .....         $1.228      $1.262       $1.080    N/A   N/A   N/A   N/A   N/A   N/A   N/A
Percentage change in accumulation unit value .         -2.66%      16.88%        7.97%    N/A   N/A   N/A   N/A   N/A   N/A   N/A
Number of accumulation units outstanding
  at end of period ...........................       $280,960      49,773       27,240    N/A   N/A   N/A   N/A   N/A   N/A   N/A
===================================================================================================================================
</TABLE>

(a) The unit value was $1.000 on the inception date of December 3, 1965.
(b) The unit value was $1.000 on the inception  date of May 19, 1981. 
(c) The unit value was $1.000 on the inception  date of May 1, 1993.  
(d) The unit value was $1.000 on the  inception  date of June 1,  1995.
(e) The unit  value was $1.000 on the inception date of May 1, 1997.


                                                                              15
<PAGE>

================================================================================
GREAT AMERICAN RESERVE, 
VARIABLE ACCOUNT AND THE 
INVESTMENT OPTIONS

A. GREAT AMERICAN RESERVE
   Great American Reserve, organized in 1937, is principally engaged in the life
insurance  business in 49 states and the  District of Columbia.  Great  American
Reserve is a stock company organized under the laws of the state of Texas and an
indirect wholly owned subsidiary of Conseco, Inc. ("Conseco"). The operations of
Great  American  Reserve  are handled by  Conseco.  Conseco is a publicly  owned
financial  services holding company,  the principal  operations of which are the
development,  marketing  and  administration  of  specialized  annuity  and life
insurance products.  Conseco is located at 11825 N. Pennsylvania Street, Carmel,
Indiana 46032.

   All inquiries regarding  Individual Accounts,  the Contracts,  or any related
matter  should  be  directed  to  Great  American   Reserve's  Variable  Annuity
Department  at the  address  and  telephone  number  shown  on  page  1 of  this
Prospectus.  The financial  statements of Great American Reserve included in the
Statement of Additional  Information  should be considered  only as bearing upon
the  ability  of Great  American  Reserve  to meet  the  obligations  under  the
Contracts.  Furthermore,  neither the assets of Conseco nor those of any company
in the Conseco  group of companies  other than Great  American  Reserve  support
these  obligations.  As of December 31, 1997,  Great American  Reserve had total
assets of $2.8  billion and total  shareholder's  equity of $.4  billion.  Great
American  Reserve does not guarantee the investment  performance of the Variable
Account investment options.

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

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

   The Variable Account is segmented into Sub-Accounts. Each Sub-Account invests
in shares of one of the  eligible  Funds and such  shares are  purchased  at net
asset value.  The  Sub-Accounts and Funds may be added or withdrawn as permitted
by applicable law. The Variable  Account  consists of 40  Sub-Accounts,  each of
which invests in shares of one of the eligible Funds of the Conseco Series Trust
Asset Allocation,  Common Stock, Corporate Bond, Government Securities and Money
Market  Portfolios;  the Alger American Fund Growth,  Leveraged  AllCap,  MidCap
Growth  and Small  Capitalization  Portfolios;  the  American  Century  Variable
Portfolios,  Inc.  VPIncome and Growth,  VP  International,  VP Value Funds; the
Berger  Institutional  Products Trust Berger IPT - 100,  Berger IPT - Growth and
Income,  Berger IPT - Small Company Growth and  Berger/BIAM  IPT - International
Funds;  The Dreyfus  Socially  Responsible  Growth Fund, Inc.; the Dreyfus Stock
Index  Fund;  the  Dreyfus  Variable   Investment  Fund  Disciplined  Stock  and
International Value Portfolios;  the Federated Insurance Series High Income Bond
II,  International  Equity  II  and  Utility  II  Funds;  the  INVESCO  Variable
Investment  Funds,  Inc.  INVESCO VIF - High Yield and INVESCO VIF -  Industrial
Income  Portfolios;  the  Janus  Aspen  Series  Aggressive  Growth,  Growth  and
Worldwide  Growth  Portfolios;   the  Lazard  Retirement  Series,   Inc.  Lazard
Retirement  Equity and Lazard  Retirement Small Cap Portfolios;  the Lord Abbett
Series Fund,  Inc.  Growth and Income  Portfolio;  the Mitchell  Hutchins Series
Trust Growth and Income  Portfolio;  the Neuberger & Berman Advisers  Management
Trust Limited Maturity Bond and Partners Portfolios; the Strong Opportunity Fund
II, Inc.  Opportunity Fund II; the Strong Variable  Insurance Funds, Inc. Growth
Fund II; and the Van Eck Worldwide  Insurance Trust  Worldwide  Bond,  Worldwide
Emerging Markets,  Worldwide Hard Assets and Worldwide Real Estate Funds.  Great
American  Reserve  reserves  the  right  to add  other  Sub-accounts,  eliminate
existing   Sub-accounts,   combine   Sub-accounts  or  transfer  assets  in  one
Sub-account to another  Sub-account  established by Great American Reserve or an
affiliate   company.   Great  American  Reserve  will  not  eliminate   existing
Sub-accounts or combine  Sub-accounts without any required prior approval of the
appropriate state or federal regulatory authorities.

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

   In  addition to the net assets and other  liabilities  for  variable  annuity
contracts,  Variable  Accounts  assets will include  assets derived from charges
made by Great American  Reserve.  Great American

16
<PAGE>

                                                          GREAT AMERICAN RESERVE
                                                                  1998 ACCOUNT C
                                                     Individual Variable Annuity
================================================================================
Reserve may transfer out to its general account any of Variable Account's assets
that are in  excess  of the  reserves  and  other  liabilities  relating  to the
Contracts.

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

C. INVESTMENT OPTIONS
   The investment objectives of the Sub-Accounts  available through the Variable
Account  are  briefly  described  below.  Information  about  the  Funds is also
contained in the  Appendix to this  Prospectus.  More  detailed  information  is
contained  in the current  prospectuses  of the Funds which are attached to this
prospectus.  YOU SHOULD READ THE  PROSPECTUSES  FOR THESE FUNDS CAREFULLY BEFORE
INVESTING.

CONSECO SERIES TRUST

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

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

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

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

   MONEY MARKET  PORTFOLIO  seeks current  income  consistent  with stability of
capital and liquidity.  AN INVESTMENT IN THIS  PORTFOLIO IS NEITHER  INSURED NOR
GUARANTEED  BY THE  U.S.  GOVERNMENT  AND  THERE  CAN BE NO  ASSURANCE  THAT THE
PORTFOLIO WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.

THE ALGER AMERICAN FUND

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

   ALGER  AMERICAN   LEVERAGED   ALLCAP   PORTFOLIO  seeks   long-term   capital
appreciation by investing in a diversified, actively managed portfolio of equity
securities.  The Portfolio may engage in leveraging (up to 331/3% of its assets)
and options and futures  transactions,  which are deemed to be  speculative  and
which may cause the portfolio's net asset value to fluctuate.

   ALGER AMERICAN MIDCAP GROWTH PORTFOLIO seeks long-term capital  appreciation.
Except during temporary defensive periods, the Portfolio invests at least 65% of
its total assets in equity securities of companies that, at the time of purchase
of the  securities,  have  total  market  capitalization  within  the  range  of
companies included in the S&P MidCap 400 Index, updated quarterly.

   ALGER  AMERICAN  SMALL  CAPITALIZATION   PORTFOLIO  seeks  long-term  capital
appreciation.  Except during temporary defensive periods,  the Portfolio invests
at least 65% of its total assets in equity  securities of companies that, at the
time of purchase, have total market capitalization within the range of companies
included  in the  Russell  2000  Growth  Index or the S&P Small  Cap 600  Index,
updated quarterly.

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

   VP INCOME AND GROWTH FUND seeks dividend  growth,  current income and capital
appreciation.  The  fund  will  seek to  achieve  its  investment  objective  by
investing in common stocks.

   VP  INTERNATIONAL  FUND seeks  capital  growth by  investing  primarily in an
internationally  diversified  portfolio of common stocks that are  considered by
management to have prospects for appreciation. The fund will invest primarily in
securities of issuers in developed markets.

   VP  VALUE  FUND  seeks  long-term  capital  growth.  Income  is  a  secondary
objective.  The  fund  will  seek to  achieve  its  objective  by  investing  in
securities that management believes to be undervalued at the time of purchase.

BERGER INSTITUTIONAL PRODUCTS TRUST

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

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

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

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

THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.

   THE DREYFUS SOCIALLY  RESPONSIBLE  GROWTH FUND, INC. seeks to provide capital
growth through equity investment in companies that, in the opinion of the fund's
management,  not only  meet  traditional  investment  standards  but  also  show
evidence  that  they  conduct  business  in a  manner  that  contributes  to the
enhancement  of the quality of life in America.  Current  income is secondary to
the primary goal.

DREYFUS STOCK INDEX FUND

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

                                                                              17
<PAGE>

================================================================================
DREYFUS VARIABLE INVESTMENT FUND

   DISCIPLINED  STOCK  PORTFOLIO  seeks to provide  investment  results that are
greater than the total return  performance of  publicly-traded  common stocks in
the aggregate, as represented by the Standard & Poor's 500 Composite Stock Price
Index. The Portfolios will use quantitative  statistical  modeling techniques to
construct a portfolio in an attempt to achieve its investment objective, without
assuming undue risk relative to the broad stock market.

   INTERNATIONAL  VALUE PORTFOLIO  seeks  long-term  capital growth by investing
primarily in a portfolio of publicly-traded equity securities of foreign issuers
which  would  be  characterized  as  "value"  companies  according  to  criteria
established by the adviser to the Portfolio.

FEDERATED INSURANCE SERIES

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

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

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

INVESCO VARIABLE INVESTMENT FUNDS, INC.

   INVESCO VIF - HIGH YIELD  PORTFOLIO  seeks a high level of current  income by
investing  substantially  all of its assets in lower  rated bonds and other debt
securities and in preferred stock.

   INVESCO VIF - INDUSTRIAL  INCOME  PORTFOLIO  seeks the best possible  current
income while following sound investment  practices.  Capital growth potential is
an  additional  consideration  in the  selection  of portfolio  securities.  The
portfolio  normally invests at least 65% of its total assets in  dividend-paying
common stocks.

JANUS ASPEN SERIES

   AGGRESSIVE  GROWTH  PORTFOLIO seeks long-term  growth of capital by investing
primarily  in  common  stocks,   with  an  emphasis  on  securities   issued  by
medium-sized companies.

   GROWTH PORTFOLIO seeks long-term growth of capital by investing  primarily in
common stocks, with an emphasis on companies with larger market capitalizations.

   WORLDWIDE  GROWTH  PORTFOLIO seeks  long-term  growth of capital by investing
primarily in common stocks of foreign and domestic issuers.

LAZARD RETIREMENT SERIES, INC.

   LAZARD  RETIREMENT  EQUITY PORTFOLIO seeks capital  appreciation by investing
primarily   in  equity   securities   of   companies   with   relatively   large
capitalizations  that the  investment  manager  considers  inexpensively  priced
relative to the return on total capital or equity.

   LAZARD RETIREMENT SMALL CAP PORTFOLIO seeks capital appreciation by investing
primarily in equity securities of companies with market capitalizations under $1
billion that the investment manager considers  inexpensively  priced relative to
the return on the total capital or equity.

LORD ABBETT SERIES FUND, INC.

   GROWTH AND INCOME  PORTFOLIO  seeks  long-term  growth of capital  and income
without  excessive  fluctuation  in market value.  The Portfolio  will invest in
securities  which are selling at  reasonable  prices in  relation to value.  The
Portfolio  will  normally   invest  in  common  stocks   (including   securities
convertible into common stocks) of large,  seasoned companies in sound financial
condition,  which  common  stocks  are  expected  to  show  above-average  price
appreciation.

MITCHELL HUTCHINS SERIES TRUST

   GROWTH AND INCOME  PORTFOLIO seeks current income and capital  growth.  Under
normal  circumstances,  the  Portfolio  invests at least 65% of total  assets in
dividend-paying  equity securities (common and preferred stocks) believed by the
adviser to have the potential for rapid earnings growth.

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST

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

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

STRONG OPPORTUNITY FUND II, INC.

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

STRONG VARIABLE INSURANCE FUNDS, INC.

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

VAN ECK WORLDWIDE INSURANCE TRUST

   WORLDWIDE  BOND FUND  seeks high total  return  through a flexible  policy of
investing globally,  primarily in debt securities. The Fund may emphasize either
component of total return (current income and capital appreciation).

18
<PAGE>

                                                          GREAT AMERICAN RESERVE
                                                                  1998 ACCOUNT C
                                                     Individual Variable Annuity
================================================================================
   WORLDWIDE  EMERGING  MARKETS FUND seeks  long-term  capital  appreciation  by
investing  primarily in equity  securities in emerging markets around the world.
The fund  emphasizes  countries that,  compared to the world's major  economies,
exhibit  relatively  low  gross  national  product  per  capita  as  well as the
potential for rapid economic growth.

   WORLDWIDE HARD ASSETS FUND seeks long-term capital  appreciation by investing
globally,  primarily  in  equity  securities  of  "hard  asset"  companies,  and
securities  whose value is linked to the price of a "hard  asset"  commodity  or
commodity index.  "Hard Asset" companies  include companies that are directly or
indirectly  engaged to a  significant  extent in the  exploration,  development,
production or distribution of precious metals;  ferrous and non-ferrous  metals;
gas,  petroleum,  petrochemicals and other hydrocarbons;  forest products;  real
estate; and other basic non-agricultural  commodities which, historically,  have
been produced and marketed  profitably during periods of significant  inflation.
INCOME IS A SECONDARY CONSIDERATION.

   WORLDWIDE  REAL  ESTATE  FUND seeks to  maximize  total  return by  investing
primarily  in equity  securities  of domestic  and foreign  companies  which are
principally  engaged in the real estate industry or which own  significant  real
estate assets.

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

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

   If the  shares  of any of  the  Funds  should  no  longer  be  available  for
investment  by the  Variable  Account or, if in the  judgment of Great  American
Reserve's  management,  further  investment  of such Fund  shares  shall  become
inappropriate in view of the purpose of the Contract, Great American Reserve may
add or substitute shares of another eligible  Sub-Account or of another Fund for
eligible Portfolio shares already purchased under the Contract.  No substitution
of  Sub-account  shares may take place  without  prior  approval  of the SEC and
notice to Contract  Owners or  Participants,  to the extent required by the 1940
Act.

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

THE CONTRACTS

A. ACCUMULATION PROVISIONS

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

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

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

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

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

                                                                              19
<PAGE>

================================================================================
   ALLOCATION OF PURCHASE  PAYMENTS AND TRANSFERS.  The Contract Owner may elect
to have Purchase Payments  accumulated (a) on a fully variable basis invested in
one or more of the Sub-Accounts of Variable Account;  (b) on a fully fixed basis
which reflects a compound interest rate promised by Great American  Reserve;  or
(c) in a combination of any of the Investment Options.

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

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

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

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

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

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

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

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

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

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

   (a)is equal to:
      (i) the net asset value per share of the eligible  Portfolio at the end of
          the Valuation Period; plus

20
<PAGE>

                                                          GREAT AMERICAN RESERVE
                                                                  1998 ACCOUNT C
                                                     Individual Variable Annuity
================================================================================
      (ii)the  per-share  amount  of  any  distribution  made  by  the  eligible
          Portfolio if the "ex-dividend"  date occurs during that same Valuation
          Period.
   
   (b)is the net asset value per share of the  eligible  Portfolio at the end of
      the prior Valuation Period.

   (c)is equal to the Valuation Period equivalent of the per-year  mortality and
      expense risk charge as indicated in the Fee Table.

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

   In  addition  to  the  40  variable  Investment  Options  described  in  this
Prospectus,  the  Contracts  have a Fixed Account  available  for  allocation of
Purchase  Payments.  Generally,  the information in the Section called Contracts
applies  in a  like  manner  to the  Fixed  Account.  However,  there  are  some
differences.

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

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

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

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

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

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

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

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

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

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

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

   Withdrawals  from the  Contract  may be subject to income and penalty  taxes.
Withdrawals from Contracts issued in connection with certain qualified plans are
permitted only under limited circumstances (see "Federal Tax Status").

   SYSTEMATIC  WITHDRAWAL PLAN. Great American Reserve  administers a Systematic
Withdrawal  Plan (SWP) which enables a Participant to  pre-authorize  a periodic
exercise of the contractual  withdrawal  rights  described  above.  Participants
entering  into a SWP agreement  instruct  Great  American  Reserve to withdraw a
level dollar amount from specified  Investment  Options on a periodic basis. The
total of SWP  withdrawals  in a  Contract  Year is  limited  to free  withdrawal
amounts to ensure that no withdrawal  charge will ever apply to a SWP withdrawal
(see "Withdrawal  Charge").  If an additional withdrawal is made from a Contract
participating in SWP, the SWP will terminate automatically and may be reinstated
only on or  after a  written  request  to  Great  American  Reserve.  SWP is not
available to Contracts participating in the dollar cost averaging program or for
which  Purchase  Payments are  automatically  deducted  from a bank account on a
periodic  basis.  SWP is only  available  for  withdrawals  free  of  withdrawal
charges.  SWP withdrawals  may,  however,  be subject to income taxes and the 10
percent  federal tax penalty on early  withdrawals  (see  "Federal Tax Status").
Participants  interested  in 

                                                                              21
<PAGE>

================================================================================
SWP may  elect to  participate  in this  program  by  written  request  to Great
American Reserve's Administrative Office.

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

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

CONTRACT CHARGES

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

   ADMINISTRATIVE   CHARGE.   During   the   Accumulation   Period,   an  annual
administrative fee is deducted on each July 2 from the Individual Account value.
If an  Individual  Account is fully  surrendered  prior to the  commencement  of
annuity payments,  the annual  administrative fee will be deducted from proceeds
paid; provided, however, that in no event will the amount of such administrative
fee deduction exceed 2 percent of the surrender value of the Individual  Account
when it is fully  surrendered.  This  administrative fee is also assessed at the
time the Accumulation Value is applied to provide an annuity. The administrative
fee deduction is made first from amounts accumulated in the Fixed Account; if no
or an insufficient  value exists in the Fixed Account,  any balance will then be
deducted from the Sub-accounts of Variable Account.  The fee is $20 for flexible
premium payment  Contracts and $25 for single premium payment  Contracts.  These
administrative  fees have been set at a level that will recover no more than the
actual costs associated with administering the Contracts.

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

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

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

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

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

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

22
<PAGE>

                                                          GREAT AMERICAN RESERVE
                                                                  1998 ACCOUNT C
                                                     Individual Variable Annuity
================================================================================
WITHDRAWAL CHARGE

                                FLEXIBLE PREMIUM   SINGLE PREMIUM
CONTRACT YEAR                   PAYMENT CONTRACT  PAYMENT CONTRACT
==================================================================

1..........................            8%                7%
2..........................            7%                6%
3..........................            6%                5%
4..........................            5%                4%
5..........................            4%                3%
6..........................            3%                0%
7..........................            2%                0%
8..........................            1%                0%
Thereafter.................            0%                0%

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

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

    VALUE OF
  CONTRACT OR        SINGLE
INDIVIDUAL ACCOUNT   PREMIUM      WITHDRAWAL   ADMINISTRATIVE   REDEMPTION
(AMOUNT REDEEMED)    PAYMENT        CHARGE     FEE DEDUCTION*    PAYMENT
==========================================================================

   $11,800          $10,000   $540 (5% x $10,800)   $25          $11,235
*Applicable to full withdrawals only.

   (2) Partial  withdrawal of Individual  Account under a single premium payment
Contract  during the third Contract year,  assuming  $1,000  Redemption  Payment
requested in excess of the 10 percent no penalty withdrawal:

  AMOUNT           AMOUNT          WITHDRAWAL         REDEMPTION
 REQUESTED        REDEEMED           CHARGE             PAYMENT
================================================================

 $1,000.00        $1,052.63        $52.63 (5%)         $1,000.00

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

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

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

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

   Generally,  in the case of non-qualified  Contracts,  the distribution of the
Contract  Owner's  interest in the Contract must be made within five years after
the Contract  Owner's death.  If the  beneficiary  is an individual,  in lieu of
distribution  within five years of the Contract Owner's death,  distribution may
generally  be made as an annuity  which  begins  within one year of the Contract
Owner's death and is payable over the life of the  beneficiary  or over a period
not in excess of the life expectancy of the beneficiary. If the Contract Owner's
spouse is the beneficiary, that spouse may elect to continue the Contract as the
new Contract  Owner in lieu of receiving the  distribution.  In such a case, the
distribution  rules  applicable  when a Contract Owner dies will apply when that
spouse,  as the Contract  Owner,  dies.  If there are Joint Owners or Co-Owners,
distribution will occur when the first Owner dies.  Generally,  in the case of a
qualified  Contract,  the date on which distributions are required to begin must
be no later than April l of the first  calendar year  following the later of (a)
the calendar year in which the  Annuitant  attains age 701/2 or (b) the calendar
year in which  the  Annuitant  retires.  Additional  requirements  may  apply to
certain qualified  Contracts.  In the case of a Contract involving more than one
Contract  Owner,  the death of any  Contract  Owner shall cause this  section to
apply.

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

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

                                                                              23
<PAGE>
================================================================================
employer before he can redeem his interest.  Currently, these restrictions apply
to the participants of the Florida and Texas Optional Retirement Programs.

   RESTRICTIONS UNDER SECTION 403(b) PLANS.  Withdrawals of amounts attributable
to contributions  made pursuant to a salary  reduction  agreement (as defined in
Section  403(b)(11)  of the Code) are  limited  to  circumstances  only when the
Contract Owner attains age 591/2, separates from service, dies, becomes disabled
(within the meaning of Section 72(m)(7) of the Code), in the case of hardship or
made pursuant to a qualified domestic relations order.  Withdrawals for hardship
are  restricted  to the portion of the  Contract  Owner's  Contract  Value which
represents  contributions  made by the Owner and does not include any investment
results. The limitations on withdrawals became effective on January 1, 1989, and
apply only to: (1) salary reduction  contributions made after December 31, 1988;
(2) income  attributable to such  contributions;  and (3) income attributable to
amounts held as of December 31, 1988.  The  limitations  on  withdrawals  do not
affect rollovers or transfers between certain Qualified Plans. Tax penalties may
also apply.

B. ANNUITY PROVISIONS

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

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

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

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

ANNUITY OPTIONS

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

   SECOND OPTION-LIFE ANNUITY WITH 120, 180 OR 240 MONTHLY PAYMENTS  GUARANTEED.
An  Annuity  payable  monthly  during the  lifetime  of the  Annuitant  with the
guarantee  that if, at the death of the  Annuitant,  payments have been made for
less than 120, 180 or 240 months, as elected, annuity payments will be continued
during  the  remainder  of such  period  to the  beneficiary  designated  by the
Contract  Owner.  For  the  single  payment  Contract,   if  no  beneficiary  is
designated,  Great  American  Reserve  will,  in  accordance  with the  Contract
provisions, pay in a lump sum to the Annuitant's estate the present value, as of
the date of death, of the number of guaranteed  annuity payments remaining after
that date,  computed  on the basis of the assumed  net  investment  rate used in
determining the first monthly payment (see "Determination of Amount of the First
Monthly Variable Annuity Payment").

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

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

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

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

24
<PAGE>

                                                          GREAT AMERICAN RESERVE
                                                                  1998 ACCOUNT C
                                                     Individual Variable Annuity
================================================================================
ment for the designated  period) said amount at the beneficiary's  election will
be payable under either of the first two options.

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

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

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

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

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

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

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

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

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

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

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

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

                                                                              25
<PAGE>

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

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

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

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

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

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

C. OTHER CONTRACT PROVISIONS

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

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

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

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

FEDERAL TAX STATUS

   NOTE: THE FOLLOWING DESCRIPTION IS BASED UPON THE COMPANY'S  UNDERSTANDING OF
CURRENT  FEDERAL INCOME TAX LAW APPLICABLE TO ANNUITIES IN GENERAL.  THE COMPANY
CANNOT  PREDICT  THE  PROBABILITY  THAT ANY  CHANGES  IN SUCH LAWS WILL BE MADE.
PURCHASERS ARE CAUTIONED TO SEEK COMPETENT TAX ADVICE  REGARDING THE POSSIBILITY
OF SUCH CHANGES. THE COMPANY DOES NOT GUARANTEE THE TAX STATUS OF THE CONTRACTS.
PURCHASERS  BEAR THE  COMPLETE  RISK THAT THE  CONTRACTS  MAY NOT BE  TREATED AS
"ANNUITY  CONTRACTS"  UNDER  FEDERAL  INCOME  TAX LAWS.  IT  SHOULD  BE  FURTHER
UNDERSTOOD  THAT THE  FOLLOWING  DISCUSSION IS NOT  EXHAUSTIVE  AND THAT SPECIAL
RULES NOT DESCRIBED HEREIN MAY BE APPLICABLE IN CERTAIN SITUATIONS. MOREOVER, NO
ATTEMPT HAS BEEN MADE TO CONSIDER ANY APPLICABLE STATE OR OTHER TAX LAWS.

26
<PAGE>
                                                          GREAT AMERICAN RESERVE
                                                                  1998 ACCOUNT C
                                                     Individual Variable Annuity
================================================================================
GENERAL

   Section 72 of the Internal  Revenue Code of 1986, as amended ("Code") governs
taxation of  annuities  in general.  An Owner is not taxed on  increases  in the
value of a Contract until distribution occurs,  either in the form of a lump sum
payment or as annuity payments under the Annuity Option selected. For a lump sum
payment received as a total withdrawal (total surrender), the recipient is taxed
on the portion of the payment that exceeds the cost basis of the  Contract.  For
Non-Qualified  Contracts,  this cost basis is generally  the purchase  payments,
while for Qualified Contracts there may be no cost basis. The taxable portion of
the lump sum payment is taxed at ordinary income tax rates.

   For annuity  payments,  a portion of each  payment in excess of an  exclusion
amount is includable in taxable income.  The exclusion amount for payments based
on a fixed annuity option is determined by multiplying  the payment by the ratio
that the cost basis of the Contract  (adjusted for any period or refund feature)
bears to the  expected  return  under the  Contract.  The  exclusion  amount for
payments  based on a variable  annuity option is determined by dividing the cost
basis of the Contract  (adjusted for any period certain or refund  guarantee) by
the number of years over which the  annuity  is  expected  to be paid.  Payments
received after the investment in the Contract has been recovered  (i.e. when the
total of the excludable  amount equals the investment in the Contract) are fully
taxable.  The taxable portion is taxed at ordinary income tax rates. For certain
types of Qualified  Plans there may be no cost basis in the Contract  within the
meaning of Section 72 of the Code.  Owners,  Annuitants and beneficiaries  under
the Contracts should seek competent  financial advice about the tax consequences
of any distributions.

   Great American  Reserve is taxed as a life insurance  company under the Code.
For federal income tax purposes,  the Variable  Account is not a separate entity
from Great American  Reserve,  and its operations  form a part of Great American
Reserve.

DIVERSIFICATION

   Section 817(h) of the Code imposes certain  diversification  standards on the
underlying  assets of  variable  annuity  contracts.  The Code  provides  that a
variable  annuity  contract  will not be treated as an annuity  contract for any
period  (and any  subsequent  period)  for which  the  investments  are not,  in
accordance with regulations  prescribed by the United States Treasury Department
("Treasury  Department"),   adequately  diversified.   Disqualification  of  the
Contract as an annuity contract would result in the imposition of federal income
tax to the Owner with respect to earnings allocable to the Contract prior to the
receipt  of  payments  under  the  Contract.  The Code  contains  a safe  harbor
provision  which  provides that annuity  contracts such as the Contract meet the
diversification  requirements if, as of the end of each quarter,  the underlying
assets meet the diversification standards for a regulated investment company and
no more than fifty-five  percent (55%) of the total assets consist of cash, cash
items, U.S. Government  securities and securities of other regulated  investment
companies.

   On  March  2,  1989,  the  Treasury  Department  issued  Regulations  (Treas.
Reg.1.817-5),  which established diversification requirements for the investment
portfolios  underlying variable contracts such as the Contract.  The Regulations
amplify the diversification requirements for variable contracts set forth in the
Code and provide an alternative to the safe harbor  provision  described  above.
Under  the  Regulations,  an  investment  portfolio  will be  deemed  adequately
diversified  if:  (1) no more than 55% of the  value of the total  assets of the
portfolio  is  represented  by any one  investment;  (2) no more than 70% of the
value  of  the  total  assets  of  the  portfolio  is  represented  by  any  two
investments;  (3) no more  than 80% of the  value  of the  total  assets  of the
portfolio is represented by any three  investments;  and (4) no more than 90% of
the  value of the total  assets  of the  portfolio  is  represented  by any four
investments.

   The Code  provides  that,  for  purposes  of  determining  whether or not the
diversification standards imposed on the underlying assets of variable contracts
by Section  817(h) of the Code have been met,  "each  United  States  government
agency or instrumentality shall be treated as a separate issuer."

   Great  American  Reserve  intends  that  all  variable   Investment   Options
underlying  the  Contracts  will be managed  in such a manner as to comply  with
these diversification requirements.

   The Treasury Department has indicated that the diversification Regulations do
not provide guidance  regarding the  circumstances in which Owner control of the
investments  of the  Variable  Account will cause the Owner to be treated as the
owner of the assets of the Variable  Account,  thereby  resulting in the loss of
favorable tax  treatment for the Contract.  At this time it cannot be determined
whether additional guidance will be provided and what standards may be contained
in such guidance.

   The amount of Owner  control  which may be  exercised  under the  Contract is
different in some respects from the  situations  addressed in published  rulings
issued by the  Internal  Revenue  Service  in which it was held that the  policy
owner was not the owner of the  assets of the  separate  account.  It is unknown
whether  these  differences,  such as the  Owner's  ability  to  transfer  among
investment choices or the number and type of investment choices available, would
cause the Owner to be  considered  as the  owner of the  assets of the  Variable
Account  resulting  in the  imposition  of federal  income tax to the Owner with
respect to earnings allocable to the Contract prior to receipt of payments under
the Contract.

   In the event any forthcoming  guidance or ruling is considered to set forth a
new  position,   such  guidance  or  ruling  will   generally  be  applied  only
prospectively.  However,  if such ruling or guidance was not  considered  to set
forth a new position,  it may be applied  retroactively  resulting in the Owners
being  retroactively  determined  to be the owners of the assets of the Separate
Account.

   Due to the  uncertainty  in this  area,  we  reserve  the right to modify the
Contract in an attempt to maintain favorable tax treatment.

MULTIPLE CONTRACTS

   The Code provides that multiple  non-qualified  annuity  contracts  which are
issued within a calendar  year to the same contract  owner by one company or its
affiliates are treated as one annuity  contract for purposes of determining  the
tax consequences of any  distribution.  Such treatment may result in adverse tax
consequences  including more rapid taxation of the distributed amounts from such
combination  of  contracts.  Owners  should  consult  a  tax  adviser  prior  to
purchasing more than one non-qualified annuity contract in any calendar year.

CONTRACTS OWNED BY OTHER THAN NATURAL PERSONS

   Under Section 72(u) of the Code, the investment  earnings on premiums for the
Contracts  will be taxed  currently  to the Owner if the Owner is a  non-natural
person, e.g., a corporation or certain other entities.  Such Contracts generally
will not be treated as annuities for federal income tax purposes.  However, this
treatment  is not  applied 

                                                                              27
<PAGE>
================================================================================
to a Contract  held by a trust or other entity as an agent for a natural  person
nor to Contracts held by Qualified  Plans.  Purchasers  should consult their own
tax counsel or other tax adviser  before  purchasing a Contract to be owned by a
non-natural person.

TAX TREATMENT OF ASSIGNMENTS
   An assignment or pledge of a Contract may be a taxable  event.  Owners should
therefore  consult  competent tax advisers  should they wish to assign or pledge
their Contracts.

   If the  Contract  is issued  pursuant  to a  retirement  plan which  receives
favorable  treatment  under the provision of Sections 403(b) or 457 of the Code,
it may not be assigned, pledged or otherwise transferred except as allowed under
applicable law.

INCOME TAX WITHHOLDING

   All  distributions  or the portion  thereof  which is includable in the gross
income of the Owner are subject to federal  income tax  withholding.  Generally,
amounts are withheld from periodic payments at the same rate as wages and at the
rate of 10% from non-periodic  payments.  However, the Owner, in many cases, may
elect not to have taxes  withheld  or to have  withholding  done at a  different
rate.

   Effective  January 1,  1993,  certain  distributions  from  retirement  plans
qualified  under  Section  401 or  Section  403(b)  of the  Code,  which are not
directly  rolled  over  to  another  eligible   retirement  plan  or  individual
retirement account or individual  retirement annuity, are subject to a mandatory
20%  withholding  for  federal  income  tax.  The  20%  withholding  requirement
generally does not apply to: a) a series of substantially equal payments made at
least annually for the life or life  expectancy of the  participant or joint and
last survivor expectancy of the participant and a designated  beneficiary or for
a specified period of 10 years or more; or b)  distributions  which are required
minimum distributions;  or c) the portion of the distributions not includable in
gross income  (i.E.  Returns of after-tax  contributions).  Participants  should
consult  their  own tax  counsel  or other  tax  adviser  regarding  withholding
requirements.

TAX TREATMENT OF WITHDRAWALS - NON-QUALIFIED CONTRACTS

   Section  72 of the Code  governs  treatment  of  distributions  from  annuity
contracts. It provides that if the Contract Value exceeds the aggregate purchase
payments  made,  any amount  withdrawn  will be treated as coming first from the
earnings and then,  only after the income  portion is exhausted,  as coming from
the principal.  Withdrawn  earnings are  includable in gross income.  It further
provides that a ten percent  (10%)  penalty will apply to the income  portion of
any  premature  distribution.  However,  the  penalty is not  imposed on amounts
received: (a) after you reach age 591/2; (b) after your death; (c) if you become
totally disabled (for this purpose  disability is as defined in Section 72(m)(7)
of the Code); (d) in a series of substantially  equal periodic payments made not
less  frequently  than  annually for your life (or life  expectancy)  or for the
joint lives (or joint life expectancies) of you and your Beneficiary;  (e) under
an immediate annuity; or (f) which are allocable to purchase payments made prior
to August 14, 1982.

   The Contract  provides that upon the death of the Annuitant prior to Maturity
Date,  the death  proceeds will be paid to the  beneficiary.  Such payments made
upon the  death of the  Annuitant  who is not the Owner of the  Contract  do not
qualify for the death of Owner exception described above, and will be subject to
the ten (10%) percent  distribution  penalty  unless the  beneficiary  is 59 1/2
years old or one of the other exceptions to the penalty applies.

   The  above  information  does not  apply  to  Qualified  Contracts.  However,
separate tax withdrawal  penalties and  restrictions may apply to such Qualified
Contracts. (See "Tax Treatment of Withdrawals - Qualified Contracts" below.)

QUALIFIED PLANS

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

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

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

a. TAX-SHELTERED ANNUITIES

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

28
<PAGE>
                                                          GREAT AMERICAN RESERVE
                                                                  1998 ACCOUNT C
                                                     Individual Variable Annuity
================================================================================
b. GOVERNMENT AND TAX-EXEMPT ORGANIZATION'S DEFERRED COMPENSATION PLANS

   Under Code  provisions,  employees  and  independent  contractors  performing
services for state and local governments and other tax-exempt  organizations may
participate in Deferred Compensation Plans. While participants in such Plans may
be permitted to specify the form of investment in which their Plan accounts will
participate,  all such investments are owned by the sponsoring  employer and are
subject to the claims of its creditors  until December 31, 1998, or such earlier
date as may be established by Plan amendment.  However, amounts deferred under a
Plan created on or after August 20, 1996 and amounts deferred under any 457 Plan
after  December  31,  1998 must be held in trust,  custodial  account or annuity
contract for the exclusive benefit of Plan participants and their beneficiaries.
The amounts deferred under a Plan which meets the requirements of Section 457 of
the Code are not taxable as income to the  participant  until paid or  otherwise
made available to the participant or beneficiary. As a general rule, the maximum
amount  which can be  deferred  in any one year is the lesser of $7,500  ($8,000
beginning  in  1998,  as  indexed  for   inflation)  or  331/3  percent  of  the
participant's includable compensation.  However, in limited circumstances, up to
$15,000 may be deferred in each of the last three years before normal retirement
age.

TAX TREATMENT OF WITHDRAWALS - QUALIFIED CONTRACTS

   In the case of a withdrawal under a Qualified Contract,  a ratable portion of
the amount received is taxable, generally based on the ratio of the individual's
cost basis to the individual's  total accrued benefit under the retirement plan.
Special tax rules may be available  for certain  distributions  from a Qualified
Contract.  Section  72(t) of the Code  imposes a 10%  penalty tax on the taxable
portion of any distribution from qualified retirement plans, including Contracts
issued and qualified under Code Section (403(b)(Tax-Sheltered Annuities). To the
extent  amounts are not includable in gross income because they have been rolled
over to an IRA or to another  eligible  Qualified  Plan,  no tax penalty will be
imposed. The tax penalty will not apply to the following distributions: (a) made
on or after the date on which the Owner or Annuitant (as applicable) reaches age
59 1/2; (b)  following  the death or  disability  of the Owner or Annuitant  (as
applicable)  (for this purpose  disability is as defined in Section 72(m) (7) of
the Code);  (c) after  separation from service,  distributions  that are part of
substantially equal periodic payments made not less frequently than annually for
the life (or life  expectancy) of the Owner or Annuitant (as  applicable) or the
joint  lives  (or  joint  life  expectancies)  of such  Owner or  Annuitant  (as
applicable) and his or her designated Beneficiary;  (d) to an Owner or Annuitant
(as applicable) who has separated from service after he has attained age 55; (e)
made to the Owner or Annuitant (as applicable) to the extent such  distributions
do not exceed the amount  allowable as a deduction under Code Section 213 to the
Owner or Annuitant (as  applicable) for amounts paid during the taxable year for
medical  care;  and (f)  made to an  alternate  payee  pursuant  to a  qualified
domestic relations order.

TAX-SHELTERED ANNUITIES - WITHDRAWAL LIMITATIONS

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

MANDATORY DISTRIBUTIONS - QUALIFIED PLANS

   Generally, distributions from a qualified plan must begin no later than April
1st of the  calendar  year  following  the  later of (a) the  year in which  the
employee  attains  age 70 1/2 or (b) the  calendar  year in which  the  employee
retires.  Required  distributions  must be over a period not  exceeding the life
expectancy  of the  individual  or the joint lives or life  expectancies  of the
individual  and  his or her  designated  beneficiary.  If the  required  minimum
distributions  are not made,  a 50%  penalty tax is imposed as to the amount not
distributed.

VOTING RIGHTS

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

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

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

                                                                              29
<PAGE>

================================================================================
will generally  decrease  since funds set aside for Annuitants  will decrease as
payments are made.

GENERAL MATTERS

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

   DISTRIBUTION  OF CONTRACTS.  Conseco  Equity  Sales,  Inc.  ("Conseco  Equity
Sales"),  11815 N. Pennsylvania Street,  Carmel, IN 46032, an affiliate of Great
American Reserve, is the principal underwriter of the Contracts.  Conseco Equity
Sales is a  broker-dealer  registered  under the  Securities and Exchange Act of
1934 and a member of the National Association of Securities Dealers,  Inc. Sales
of the Contracts  will be made by registered  representatives  of Conseco Equity
Sales and  broker-dealers  authorized  to sell the  Contracts.  Such  registered
representatives  will  also  be  licensed  insurance  representatives  of  Great
American  Reserve.  See  the  Statement  of  Additional   Information  for  more
information.

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

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

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

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


TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

General Information and History
Independent Accountants
Distribution
Calculation of Yield Quotations
Calculation of Total Return Quotations
Other Performance Data
Financial Statements


- --------------------------------------------------------------------------------
If you would like a free copy of the  Statement of  Additional  Information  for
this Prospectus, please complete this form, detach, and mail to:
                    Great American Reserve Insurance Company
                        Attn: Variable Annuity Department
                          11815 N. Pennsylvania Street
                              Carmel, Indiana 46032
Gentlemen:

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

             Mailing Address: _____________________________________

             ______________________________________________________
                                   Sincerely,

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

30
<PAGE>

                                                          GREAT AMERICAN RESERVE
                                                                  1998 ACCOUNT C
                                                     Individual Variable Annuity
================================================================================
APPENDIX A

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

THE ALGER AMERICAN FUND
   The  Alger  American  Fund  is  an  open-end  management  investment  company
organized  as  a  business  trust  under  the  laws  of  the   Commonwealth   of
Massachusetts on April 6, 1988. Trust shares are offered to separate accounts of
various life  insurance  companies as  investment  options of variable  life and
variable  annuity  contracts and as a funding vehicle for qualified  pension and
retirement plans. Fred Alger Management, Inc. serves as the investment adviser.

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

BERGER INSTITUTIONAL PRODUCTS TRUST
   Berger  Institutional  Products  Trust is an open-end  management  investment
company organized as a business trust under the laws of the State of Delaware on
October 17, 1995. Trust shares are offered only to separate  accounts of various
insurance companies in connection with investment in and payments under variable
annuity contracts and variable life insurance  contracts,  as well as to certain
qualified  retirement plans. The investment adviser is Berger  Associates,  Inc.
for the Berger IPT - 100 Fund,  the Berger IPT - Growth and Income  Fund and the
Berger IPT - Small Company  Growth Fund.  BBOI  Worldwide LLC is the  investment
adviser for the Berger/BIAM IPT - International Fund.

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

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

DREYFUS VARIABLE INVESTMENT FUND
   Dreyfus  Variable  Investment  Fund  is  an  open-end  management  investment
company.  Trust  shares are offered only to variable  annuity and variable  life
insurance separate accounts  established by insurance companies to fund variable
annuity and variable life insurance contracts. The Dreyfus Corporation serves as
the investment adviser.

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

INVESCO VARIABLE INVESTMENT FUNDS, INC.
   INVESCO Variable Investment Funds, Inc. is a registered,  open-end management
investment  company that was organized as a Maryland  corporation  on August 19,
1993.  Fund shares are  intended to be funding  vehicles  for  variable  annuity
contracts  and  variable  life  insurance  contracts  to be offered by  separate
accounts of certain life insurance companies.  Fund shares are not available for
purchase other than through the purchase of such contracts. INVESCO Funds Group,
Inc. is the investment adviser.

JANUS ASPEN SERIES
   Janus Aspen Series is an open-end management  investment company organized as
a business trust under the laws of the State of Delaware on May 20, 1993.  Trust
shares are offered only to separate accounts of various  insurance  companies to
fund the  benefits of  variable  life and  variable  annuity  contracts,  and to
qualified retirement plans.
The investment adviser and manager is Janus Capital Corporation.

LAZARD RETIREMENT SERIES, INC.
   Lazard Retirement Series Inc. is a no-load,  open-end  management  investment
company.  The  Portfolios  are offered only to qualified  pension and retirement
plans and  variable  annuity  and  variable  life  insurance  separate  accounts
established  by  insurance  companies to fund  variable  annuity  contracts  and
variable life insurance policies.  Lazard Asset Management, a division of Lazard
Freres & Co. LLC, manages each Portfolio.

LORD ABBETT SERIES FUND, INC.
   Lord Abbett Series Fund, Inc. is a diversified open-end management investment
company  incorporated  under the laws of Maryland on August 28, 1989.  Shares of
the Fund are only offered to separate  accounts of life  insurance  companies to
fund  benefits  of  variable  annuity  contracts  and  variable  life  insurance
policies. Lord, Abbett & Co. serves as the Fund's investment manager.

MITCHELL HUTCHINS SERIES TRUST
   Mitchell   Hutchins  Series  Trust  is  a  professionally   managed  open-end
investment  company.  Mitchell  Hutchins Asset  Management  Inc., a wholly owned
subsidiary  of  PaineWebber  Incorporated,   provides  investment  advisory  and
administrative services to the Portfolio.

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
   Neuberger & Berman  Advisers  Management  Trust is a Delaware  business trust
organized  pursuant  to a Trust  instrument  dated  May 23,  1994.  The Trust is
registered under the Investment  Company Act of 1940 as a diversified,  open-end
management  investment  company and consists of nine separate  portfolios.  Each
portfolio  of  the  Trust

                                                                              31
<PAGE>

================================================================================
invests all of its net investable assets in a corresponding  series of Neuberger
& Berman Advisers Managers Trust, whose investment adviser is Neuberger & Berman
Management  Incorporated.  Shares  of the Trust are  offered  to life  insurance
companies for allocation to certain of their separate  accounts  established for
the purpose of funding  variable  annuity  contracts and variable life insurance
policies.

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

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

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

   A full  description of each of the Eligible  Funds,  including the investment
objectives, policies and restrictions of each of the Portfolios, is contained in
the  Prospectuses  of the Eligible  Funds which  accompany  this  Prospectus and
should be read carefully by a prospective purchaser before investing.

32
<PAGE>


                    Great American Reserve Insurance Company
                            11815 N. Pennsylvania St.
                                Carmel, IN 46032

    (C) 1998, Great American Reserve Insurance Company            05-6921 (5/98)

<PAGE>

                             GREAT AMERICAN RESERVE
                                INSURANCE COMPANY

                           VARIABLE ANNUITY ACCOUNT C
                  INDIVIDUAL & GROUP VARIABLE DEFERRED ANNUITY
                                    CONTRACTS

                             STATEMENT OF ADDITIONAL
                                   INFORMATION

                                DATED MAY 1, 1998

                                   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, 1998. 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.

05-6923(5/98)                                                        May 1, 1998


                                                                               1
<PAGE>


                                                          GREAT AMERICAN RESERVE
                                                                  1998 ACCOUNT C
                                                    Individual and Group Annuity
================================================================================



                                TABLE OF CONTENTS

                                                                       Page

GENERAL INFORMATION AND HISTORY......................................   3

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

DISTRIBUTION.........................................................   3

CALCULATION OF YIELD QUOTATIONS......................................   3

CALCULATION OF TOTAL RETURN QUOTATIONS...............................   3

OTHER PERFORMANCE DATA...............................................   5

FINANCIAL STATEMENTS.................................................   7


2
<PAGE>

                                                          GREAT AMERICAN RESERVE
                                                                  1998 ACCOUNT C
                                                    Individual and Group Annuity
================================================================================

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, 1997, 1996 and 1995,
Great American Reserve paid Conseco Equity Sales total underwriting  commissions
of $1,896,989,  $1,930,300, and $2,258,273,  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-account's  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-account's 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 Portfolio of the Conseco Series Trust.

   The Money Market  Sub-account's  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 Portfolio of the Conseco Series Trust and its operating expenses.

   The  Portfolios of the eligible  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 net  investment  income  earned  during  the period by the
                  Portfolio.
             B =  the expenses accrued for the period (net of reimbursements, if
                  any).
             C =  the average  daily number of  accumulation  units  outstanding
                  during the period.
             D =  the maximum offering price per  accumulation  unit on the last
                  day of the period.

CALCULATION OF TOTAL RETURN QUOTATIONS

   Great American Reserve may include certain total return quotations for one or
more of the Portfolios of the eligible 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).

GROUP VARIABLE DEFERRED ANNUITY

AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDING 12/31/97:

VARIABLE ACCOUNT SUB-ACCOUNTS(1)                                     10 YEARS
                                                                     OR SINCE
                                              1 YEAR    5 YEARS     INCEPTION
                                              -------   -------    -----------
CONSECO SERIES TRUST
Asset Allocation Portfolio (2)..........      11.28%       N/A        15.63%
Common Stock Portfolio .................      12.47%    19.28%        16.50%
Corporate Bond Portfolio ...............       4.07%     6.98%         9.01%
Government Securities Portfolio (2).....       2.23%       N/A         4.40%


                                                                               3
<PAGE>
================================================================================

THE ALGER AMERICAN FUND
Alger American Growth
  Portfolio (4) ........................      23.06%       N/A           N/A
Alger American Leveraged AllCap
  Portfolio (3) ........................      13.02%       N/A        24.68%
Alger American MidCap Growth
  Portfolio (4) ........................         N/A       N/A        22.28%
Alger American Small Capitalization
  Portfolio (3) ........................       5.19%       N/A        11.54%

AMERICAN CENTURY VARIABLE
  PORTFOLIOS, INC 
VP International (4) ...................         N/A       N/A         6.92%
VP Value (4) ...........................         N/A       N/A        26.90%

BERGER INSTITUTIONAL
  PRODUCTS TRUST
Berger IPT - 100 Fund (4) ..............         N/A       N/A        12.74%
Berger IPT - Growth and
  Income Fund (4) ......................         N/A       N/A        25.26%
Berger IPT - Small Company
  Growth Fund (4) ......................         N/A       N/A        49.78%
Berger/BIAM IPT - International
  Fund (4) .............................         N/A       N/A      (10.53)%

THE DREYFUS SOCIALLY RESPON-
  SIBLE GROWTH FUND, INC (3) ...........      21.24%       N/A        23.19%

DREYFUS STOCK INDEX FUND (3) ...........      25.56%       N/A        24.67%

FEDERATED INSURANCE SERIES
Federated High Income
  Bond Fund II (3) .....................       7.49%       N/A        10.70%
Federated International
  Equity Fund II (3) ...................       3.95%       N/A         5.39%
Federated Utility Fund II (3) ..........      19.59%       N/A        16.54%

JANUS ASPEN SERIES
Aggressive Growth Portfolio (3) ........       6.40%       N/A        15.23%
Growth Portfolio (3) ...................      15.91%       N/A        19.65%
Worldwide Growth Portfolio (3) .........      15.35%       N/A        25.21%

NEUBERGER & BERMAN ADVISERS
  MANAGEMENT TRUST
Limited Maturity Bond Portfolio (4) ....         N/A       N/A        (.27)%
Partners Portfolio (4) .................         N/A       N/A        29.05%

STRONG VARIABLE INSURANCE
  FUNDS, INC
Strong Opportunity Fund II (4) .........         N/A       N/A        27.49%
Growth Fund II (4) .....................         N/A       N/A        33.77%

VAN ECK WORLDWIDE
  INSURANCE TRUST
Worldwide Bond Fund (3) ................      (3.32)%      N/A          .08%
Worldwide Emerging Markets
  Fund (4) .............................          N/A      N/A      (32.18)%
Worldwide Hard Assets Fund (3) .........      (7.16)%      N/A         6.35%

- ----------
(1)   No information is provided with respect to the  Sub-accounts  investing in
      the American Century Variable Portfolios, Inc. Income and Growth Fund; the
      INVESCO Variable Investment Funds, Inc. INVESCO VIF-High Yield and INVESCO
      VIF-Industrial  Income  Portfolios;  the Dreyfus Variable  Investment Fund
      International   Value  and  Disciplined  Stock   Portfolios;   the  Lazard
      Retirement  Series,  Inc. Lazard  Retirement  Equity and Lazard Retirement
      Small Cap Portfolios;  the Lord Abbett Series Fund,Inc.  Growth and Income
      Portfolio; the Mitchell Hutchins Series Trust Growth and Income Portfolio;
      and the Van Eck  Worldwide  Insurance  Trust  Worldwide  Real  Estate Fund
      because these Funds were not available as of December 31, 1997.
(2)   Since inception (May 1, 1993).
(3)   Since  inception  (June 1, 1995).
(4)   Since inception (May 1, 1997).

INDIVIDUAL FLEXIBLE PREMIUM PAYMENT ANNUITY

AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDING 12/31/97:

VARIABLE ACCOUNT SUB-ACCOUNTS(1)                                     10 YEARS
                                                                     OR SINCE
                                            1 YEAR        5 YEARS    INCEPTION
                                            -------       -------   -----------
CONSECO SERIES TRUST
Asset Allocation Portfolio (2) ..........    8.09%            N/A      15.38%
Common Stock Portfolio ..................    4.24%         19.04%      16.69%
Corporate Bond Portfolio ................    1.08%          6.76%       9.19%
Government Securities Portfolio (2)(.70)%                     N/A       3.97%

THE ALGER AMERICAN FUND
Alger American Growth Portfolio (4)......      N/A            N/A      17.87%
Alger American Leveraged AllCap
  Portfolio (3) .........................    9.78%            N/A      24.20%
Alger American MidCap Growth
  Portfolio (4) .........................      N/A            N/A      17.13%
Alger American Small Capitalization
  Portfolio (3) .........................    2.17%            N/A      11.13%

AMERICAN CENTURY VARIABLE
  PORTFOLIOS, INC
VP International (4) ....................      N/A            N/A       2.41%
VP Value (4) ............................      N/A            N/A      21.55%

BERGER INSTITUTIONAL
  PRODUCTS TRUST
Berger IPT - 100 Fund (4) ...............      N/A            N/A       7.99%
Berger IPT - Growth and Income
  Fund (4) ..............................      N/A            N/A      19.99%
Berger IPT - Small Company
  Growth Fund (4) .......................      N/A            N/A      43.47%
Berger/BIAM IPT - International
  Fund (4) ..............................      N/A            N/A    (14.30)%

THE DREYFUS SOCIALLY RESPON-
  SIBLE GROWTH FUND, INC (3) ............   17.76%            N/A      22.74%

DREYFUS STOCK INDEX FUND (3) ............   21.96%            N/A      24.21%

FEDERATED INSURANCE SERIES
Federated High Income Bond
  Fund II (3) ...........................    4.40%            N/A      10.27%
Federated International Equity
  Fund II (3) ...........................     .97%            N/A       4.98%
Federated Utility Fund II (3) ...........   16.16%            N/A      16.09%

JANUS ASPEN SERIES
Aggressive Growth Portfolio (3) .........    3.34%            N/A      14.79%
Growth Portfolio (3) ....................   12.59%            N/A      19.18%
Worldwide Growth Portfolio (3) ..........   12.04%            N/A      24.73%

NEUBERGER & BERMAN
  ADVISERS MANAGEMENT TRUST
Limited Maturity Bond Portfolio (4)......      N/A            N/A     (4.47)%
Partners Portfolio (4) ..................      N/A            N/A      23.61%

STRONG VARIABLE INSURANCE
  FUNDS, INC
Strong Opportunity Fund II (4) ..........      N/A            N/A      22.12%
Growth Fund II (4) ......................      N/A            N/A      28.14%

VAN ECK WORLDWIDE
  INSURANCE TRUST
Worldwide Bond Fund (3) .................  (6.10)%            N/A      (.36)%
Worldwide Emerging Markets
  Fund (4) ..............................      N/A            N/A    (35.05)%
Worldwide Hard Assets Fund (3) ..........  (9.83)%            N/A       5.89%

- ----------
(1)  No  information is provided with respect to the  Sub-accounts  investing in
     the American Century Variable Portfolios,  Inc. Income and Growth Fund; the
     INVESCO Variable  Investment Funds, Inc. INVESCO VIF-High Yield and INVESCO
     VIF-Industrial  Income  Portfolios;  the Dreyfus  Variable  Investment Fund
     International Value and Disciplined Stock Portfolios; the Lazard Retirement
     Series,  Inc.  Lazard  Retirement  Equity and Lazard  Retirement  Small Cap
     Portfolios;  the Lord Abbett Series Fund,Inc.  Growth and Income Portfolio;
     the Mitchell Hutchins Series Trust Growth and Income Portfolio; and the Van
     Eck  Worldwide  Insurance  Trust  Worldwide  Real Estate Fund because these
     Funds were not available as of December 31, 1997.
(2)  Since inception (May 1, 1993).
(3)  Since inception (June 1, 1995).
(4)  Since inception (May 1, 1997).


4
<PAGE>
                                                          GREAT AMERICAN RESERVE
                                                                  1998 ACCOUNT C
                                                    Individual and Group Annuity
================================================================================

INDIVIDUAL SINGLE PREMIUM PAYMENT ANNUITY

AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDING 12/31/97:

VARIABLE ACCOUNT SUB-ACCOUNTS(1)                                     10 YEARS
                                                                     OR SINCE
                                            1 YEAR         5 YEARS   INCEPTION
                                            -------        -------  -----------
CONSECO SERIES TRUST
Asset Allocation Portfolio (2) ..........    8.40%             N/A     15.64%
Common Stock Portfolio ..................    9.56%          19.31%     16.72%
Corporate Bond Portfolio ................    1.37%           7.00%      9.22%
Government Securities Portfolio (2)......   (.42)%             N/A      4.46%

THE ALGER AMERICAN FUND
Alger American Growth Portfolio (4)......      N/A             N/A     18.39%
Alger American Leveraged AllCap
  Portfolio (3) .........................   10.09%             N/A     24.69%
Alger American MidCap Growth
  Portfolio (4) .........................      N/A             N/A     17.64%
Alger American Small Capitalization
  Portfolio (3) .........................    2.47%             N/A     11.57%

AMERICAN CENTURY VARIABLE
  PORTFOLIOS, INC
VP International (4) ....................      N/A             N/A      2.80%
VP Value (4) ............................      N/A             N/A     22.00%

BERGER INSTITUTIONAL
  PRODUCTS TRUST
Berger IPT - 100 Fund (4) ...............      N/A             N/A      8.39%
Berger IPT - Growth and Income
  Fund (4) ..............................      N/A             N/A     20.43%
Berger IPT - Small Company Growth
  Fund (4) ..............................      N/A             N/A     44.00%
Berger/BIAM IPT - International
  Fund (4) ..............................      N/A             N/A   (13.97)%

THE DREYFUS SOCIALLY RESPON-
  SIBLE GROWTH FUND, INC (3) ............   18.10%             N/A     23.20%

DREYFUS STOCK INDEX FUND (3) ............   22.31%             N/A     24.68%

FEDERATED INSURANCE SERIES
Federated High Income Bond
  Fund II (3) ...........................    4.71%             N/A     10.71%
Federated International Equity
  Fund II (3) ...........................    1.26%             N/A      5.41%
Federated Utility Fund II (3) ...........   16.49%             N/A     16.56%

JANUS ASPEN SERIES
Aggressive Growth Portfolio (3) .........    3.64%             N/A     15.25%
Growth Portfolio (3) ....................   12.91%             N/A     19.66%
Worldwide Growth Portfolio (3) ..........   12.37%             N/A     25.23%

NEUBERGER & BERMAN
  ADVISERS MANAGEMENT TRUST
Limited Maturity Bond Portfolio (4)            N/A             N/A    (4.11)%
Partners Portfolio (4) ..................      N/A             N/A     24.07%

STRONG VARIABLE INSURANCE
  FUNDS, INC
Growth Fund II (4) ......................      N/A             N/A     28.61%
Strong Opportunity Fund II (4) ..........      N/A             N/A     22.57%

VAN ECK WORLDWIDE
  INSURANCE TRUST
Worldwide Bond Fund (3) .................  (5.82)%             N/A       .05%
Worldwide Emerging Markets
  Fund (4) ..............................      N/A             N/A   (34.73)%
Worldwide Hard Assets Fund (3) ..........  (9.56)%             N/A      6.32%

- ----------
(1)  No  information is provided with respect to the  Sub-accounts  investing in
     the American Century Variable Portfolios,  Inc. Income and Growth Fund; the
     INVESCO Variable  Investment Funds, Inc. INVESCO VIF-High Yield and INVESCO
     VIF-Industrial  Income  Portfolios;  the Dreyfus  Variable  Investment Fund
     International Value and Disciplined Stock Portfolios; the Lazard Retirement
     Series,  Inc.  Lazard  Retirement  Equity and Lazard  Retirement  Small Cap
     Portfolios;  the Lord Abbett Series Fund,Inc.  Growth and Income Portfolio;
     the Mitchell Hutchins Series Trust Growth and Income Portfolio; and the Van
     Eck  Worldwide  Insurance  Trust  Worldwide  Real Estate Fund because these
     Funds were not available as of December 31, 1997.
(2)  Since inception (May 1, 1993).
(3)  Since inception (June 1, 1995).
(4)  Since inception (May 1, 1997).

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.

GROUP VARIABLE DEFERRED ANNUITY

GROSS AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDING 12/31/97:

VARIABLE ACCOUNT SUB-ACCOUNTS(1)                                  10 YEARS
                                                                  OR SINCE
                                            1 YEAR    5 YEARS     INCEPTION
                                            -------   -------    -----------
CONSECO SERIES TRUST
Asset Allocation Portfolio (2) .........   16.68%       N/A        16.37%
Common Stock Portfolio .................   17.93%    20.02%        16.76%
Corporate Bond Portfolio ...............    9.11%     7.64%         9.26%
Government Securities Portfolio (2)         7.19%       N/A         5.08%

THE ALGER AMERICAN FUND
Alger American Growth Portfolio (4).....      N/A       N/A        31.91%
Alger American Leveraged AllCap
  Portfolio (3) ........................   18.49%       N/A        26.98%
Alger American MidCap Growth
  Portfolio (4) ........................      N/A       N/A        31.08%
Alger American Small Capitalization
  Portfolio (3) ........................   10.28%       N/A        13.57%

AMERICAN CENTURY VARIABLE
  PORTFOLIOS, INC
VP International (4) ...................      N/A       N/A        14.62%
VP Value (4) ...........................      N/A       N/A        36.02%

BERGER INSTITUTIONAL
  PRODUCTS TRUST
BERGER IPT - 100 FUND (4) ..............      N/A       N/A        20.85%
Berger IPT - Growth and Income
  Fund (4) .............................      N/A       N/A        34.27%
Berger IPT - Small Company Growth
  Fund (4) .............................      N/A       N/A        60.53%
Berger/BIAM IPT - International
  Fund (4) .............................      N/A       N/A       (4.07)%

THE DREYFUS SOCIALLY RESPONSIBLE
  GROWTH FUND, INC (3) .................   27.11%       N/A        25.42%

DREYFUS STOCK INDEX FUND (3) ...........   31.64%       N/A        26.93%

FEDERATED INSURANCE SERIES
Federated High Income Bond
  Fund II (3) ..........................   12.70%       N/A        12.76%
Federated International Equity
  Fund II (3) ..........................    8.99%                   7.35%
Federated Utility Fund II (3) ..........   25.38%       N/A        18.71%

JANUS ASPEN SERIES
Aggressive Growth Portfolio (3) ........   11.54%       N/A        17.37%
Growth Portfolio (3) ...................   21.53%       N/A        21.87%
Worldwide Growth Portfolio (3) .........   20.94%       N/A        27.53%

NEUBERGER & BERMAN
  ADVISERS MANAGEMENT TRUST
Limited Maturity Bond Portfolio (4)           N/A       N/A         6.92%
Partners Portfolio (4) .................      N/A       N/A        38.32%

STRONG VARIABLE INSURANCE TRUST
Growth Fund II (4) .....................      N/A       N/A        43.38%
Strong Opportunity Fund II (4) .........      N/A       N/A        36.66%

VAN ECK WORLDWIDE INSURANCE TRUST
Worldwide Bond Fund (3) ................    1.37%       N/A         1.90%
Worldwide Emerging Markets
  Fund (4) .............................      N/A       N/A      (27.28)%
Worldwide Hard Assets Fund (3) .........  (2.66)%       N/A         8.28%

- ----------
(1)  No  information is provided with respect to the  Sub-accounts  investing in
     the American Century Variable Portfolios,  Inc. Income and Growth Fund; the
     INVESCO Variable  Investment Funds, Inc. INVESCO VIF-High Yield and INVESCO
     VIF-Industrial  Income  Portfolios;  the Dreyfus  Variable  Investment Fund
     International Value and Disciplined Stock Portfolios; the Lazard Retirement
     Series,  Inc.  Lazard  Retirement  Equity and Lazard  Retirement  Small Cap
     Portfolios;  the Lord Abbett Series Fund,Inc.

                                                                               5
<PAGE>

================================================================================

     Growth and Income Portfolio;  the Mitchell Hutchins Series Trust Growth and
     Income Portfolio;  and the Van Eck Worldwide Insurance Trust Worldwide Real
     Estate Fund because these Funds were not available as of December 31, 1997.
(2)  Since inception  (May 1, 1993)
(3)  Since  inception  (June 1, 1995)
(4)  Since inception (May 1, 1997)

INDIVIDUAL FLEXIBLE PREMIUM PAYMENT ANNUITY

GROSS AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDING 12/31/97:

VARIABLE ACCOUNT SUB-ACCOUNTS(1)                                10 YEARS
                                                                OR SINCE
                                           1 YEAR   5 YEARS    INCEPTION
                                           -------  -------   -----------
CONSECO SERIES TRUST
Asset Allocation Portfolio (2) .........   16.68%       N/A       16.37%
Common Stock Portfolio .................   17.93%    20.02%       16.76%
Corporate Bond Portfolio ...............    9.11%     7.64%        9.26%
Government Securities Portfolio (2) ....    7.19%       N/A        8.08%

THE ALGER AMERICAN FUND
Alger American Growth Portfolio (4) ....      N/A       N/A       31.91%
Alger American Leveraged AllCap
  Portfolio (3) ........................   18.49%       N/a       26.98%
Alger American MidCap Growth
  Portfolio (4) ........................      N/A       N/A       31.08%
Alger American Small Capitalization
  Portfolio (3) ........................   10.28%       N/A       13.57%

AMERICAN CENTURY VARIABLE
  PORTFOLIOS, INC
VP International (4) ...................      N/A       N/A       14.62%
VP Value (4) ...........................      N/A       N/A       36.02%

BERGER INSTITUTIONAL
  PRODUCTS TRUST
Berger IPT - 100 Fund (4) ..............      N/A       N/A       20.85%
Berger IPT - Growth and Income
  Fund (4) .............................      N/A       N/A       34.27%
Berger IPT - Small Company
  Growth Fund (4) ......................      N/A       N/A       60.53%
Berger/BIAM IPT - International
  Fund (4) .............................      N/A       N/A      (4.07)%

THE DREYFUS SOCIALLY RESPONSIBLE
  GROWTH FUND, INC (3) .................   27.11%       N/A       25.42%

DREYFUS STOCK INDEX FUND (3) ...........   31.64%       N/A       26.93%

FEDERATED INSURANCE SERIES
Federated High Income Bond
  Fund II (3) ..........................   12.70%       N/A       12.76%
Federated International Equity
  Fund II (3) ..........................    8.99%       N/A        7.35%
Federated Utility Fund II (3) ..........   25.38%       N/A       18.71%

JANUS ASPEN SERIES
Aggressive Growth Portfolio (3) ........   11.54%       N/A       17.37%
Growth Portfolio (3) ...................   21.53%       N/A       21.87%
Worldwide Growth Portfolio (3) .........   20.94%       N/A       27.53%

NEUBERGER & BERMAN
  ADVISERS MANAGEMENT TRUST
Limited Maturity Bond Portfolio (4) ....      N/A       N/A        6.92%
Partners Portfolio (4) .................      N/A       N/A       38.32%

STRONG VARIABLE INSURANCE FUNDS, INC 
Growth Fund II (4) .....................      N/A       N/A       43.38%
Strong Opportunity Fund II (4) .........      N/A       N/A       36.66%

VAN ECK WORLDWIDE
  INSURANCE TRUST
Worldwide Bond Fund (3) ................    1.37%       N/A        1.90%
Worldwide Emerging Markets
  Fund (4) .............................      N/A       N/A     (27.28)%
Worldwide Hard Assets Fund (3) .........  (2.66)%       N/A        8.28%

- ----------
(1)  No  information is provided with respect to the  Sub-accounts  investing in
     the American Century Variable Portfolios,  Inc. Income and Growth Fund; the
     INVESCO Variable  Investment Funds, Inc. INVESCO VIF-High Yield and INVESCO
     VIF-Industrial  Income  Portfolios;  the Dreyfus  Variable  Investment Fund
     International Value and Disciplined Stock Portfolios; the Lazard Retirement
     Series,  Inc.  Lazard  Retirement  Equity and Lazard  Retirement  Small Cap
     Portfolios;  the Lord Abbett Series Fund,Inc.  Growth and Income Portfolio;
     the Mitchell Hutchins Series Trust Growth and Income Portfolio; and the Van
     Eck  Worldwide  Insurance  Trust  Worldwide  Real Estate Fund because these
     Funds were not available as of December 31, 1997.
(2)  Since inception (May 1, 1993).
(3)  Since inception (June 1, 1995).
(4)  Since inception (May 1, 1997).

INDIVIDUAL SINGLE PREMIUM PAYMENT ANNUITY

GROSS AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDING 12/31/97:

VARIABLE ACCOUNT SUB-ACCOUNTS(1)                                  10 YEARS
                                                                  OR SINCE
                                            1 YEAR     5 YEARS    INCEPTION
                                            -------    -------   -----------

CONSECO SERIES TRUST
Asset Allocation Portfolio (2) .........    16.68%       N/A        16.37%
Common Stock Portfolio .................    17.93%    20.02%        16.76%
Corporate Bond Portfolio ...............     9.11%     7.64%         9.26%
Government Securities Portfolio (2)          7.19%       N/A         5.08%

THE ALGER AMERICAN FUND
Alger American Growth Portfolio (4)            N/A       N/A        31.91%
Alger American Leveraged AllCap
  Portfolio (3) ........................    18.49%       N/A        26.98%
Alger American MidCap Growth
  Portfolio (4) ........................       N/A       N/A        31.08%
Alger American Small Capitalization
  Portfolio (3) ........................    10.28%       N/A        13.57%

AMERICAN CENTURY VARIABLE
  PORTFOLIOS, INC
VP International (4) ...................       N/A       N/A        14.62%
VP Value (4) ...........................       N/A       N/A        36.02%

BERGER INSTITUTIONAL
  PRODUCTS TRUST
Berger IPT - 100 Fund (4) ..............       N/A       N/A        20.85%
Berger IPT - Growth and Income
  Fund (4) .............................       N/A       N/A        34.27%
Berger IPT - Small Company
  Growth Fund (4) ......................       N/A       N/A        60.53%
Berger/BIAM IPT - International
  Fund (4) .............................       N/A       N/A       (4.07)%

THE DREYFUS SOCIALLY RESPONSIBLE
  GROWTH FUND, INC (3) .................    27.11%       N/A        25.42%

DREYFUS STOCK INDEX FUND (3) ...........    31.64%       N/A        26.93%

FEDERATED INSURANCE SERIES
Federated High Income Bond
  Fund II (3) ..........................    12.70%       N/A        12.76%
Federated International Equity
  Fund II (3) ..........................     8.99%       N/A         7.35%
Federated Utility Fund II (3) ..........    25.38%       N/A        18.71%

JANUS ASPEN SERIES
Aggressive Growth Portfolio (3) ........    11.54%       N/A        17.37%
Growth Portfolio (3) ...................    21.53%       N/A        21.87%
Worldwide Growth Portfolio (3) .........    20.94%       N/A        27.53%

NEUBERGER & BERMAN
  ADVISERS MANAGEMENT TRUST
Limited Maturity Bond Portfolio (4)            N/A       N/A         6.92%
Partners Portfolio (4) .................       N/A       N/A        38.32%

STRONG VARIABLE INSURANCE
  FUNDS, INC.
Growth Fund II (4) .....................       N/A       N/A        43.38%
Strong Opportunity Fund II (4) .........       N/A       N/A        36.66%

VAN ECK WORLDWIDE
  INSURANCE TRUST
Worldwide Bond Fund (3) ................     1.37%       N/A         1.90%
Worldwide Emerging Markets
  Fund (4) .............................       N/A       N/A      (27.28)%
Worldwide Hard Assets Fund (3) .........   (2.66)%       N/A         8.28%


- ----------
(1)  No  information is provided with respect to the  Sub-accounts  investing in
     the American Century Variable Portfolios,  Inc. Income and Growth Fund; the
     INVESCO Variable  Investment Funds, Inc. INVESCO VIF-High Yield and INVESCO
     VIF-Industrial Income Portfolios; the Dreyfus Variable

6
<PAGE>

                                                          GREAT AMERICAN RESERVE
                                                                  1998 ACCOUNT C
                                                    Individual and Group Annuity
================================================================================

     Investment Fund International  Value and Disciplined Stock Portfolios;  the
     Lazard  Retirement  Series,   Inc.  Lazard  Retirement  Equity  and  Lazard
     Retirement Small Cap Portfolios;  the Lord Abbett Series  Fund,Inc.  Growth
     and Income Portfolio;  the Mitchell Hutchins Series Trust Growth and Income
     Portfolio;  and the Van Eck Worldwide Insurance Trust Worldwide Real Estate
     Fund because these Funds were not available as of December 31, 1997.
(2)  Since inception (May 1, 1993).
(3)  Since inception (June 1, 1995).
(4)  Since inception (May 1, 1997).

   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 of 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.

FINANCIAL STATEMENTS

   Audited  Financial  Statements of Great  American  Reserve  Variable  Annuity
Account C and Great American Reserve  Insurance  Company as of December 31, 1997
are included here.

GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT C
<TABLE>
<CAPTION>

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1997
                                                  Cost        Shares          Value
                                                  -----       -------         -----
<S>                                        <C>            <C>            <C>  
Assets: Investments in portfolio shares,
  at net asset value (Note 2):

THE ALGER AMERICAN FUND:
  Growth Portfolio .....................   $      3,400.8 $    147,062   $    145,417
  Leveraged AllCap Portfolio ...........         31,149.0      627,283        721,723
  MidCap Growth Portfolio ..............            530.1       14,048         12,818
  Small Capitalization Portfolio .......         51,387.9    2,133,355      2,248,222

AMERICAN CENTURY
  VARIABLE PORTFOLIOS, INC.:
  VP International Fund ................             15.3          108            105
  VP Value Fund ........................          3,395.4       23,457         23,530

BERGER INSTITUTIONAL
  PRODUCTS TRUST:
  100 Fund .............................          4,313.1       50,531         47,919
  Growth and Income Fund ...............          5,859.7       79,428         78,461
  Small Company Growth Fund ............            222.2        2,769          2,679
  BIAM International Fund ..............            306.5        3,000          3,000

CONSECO SERIES TRUST:
  Asset Allocation Portfolio ...........      1,059,444.1   13,780,610     14,112,491
  Common Stock Portfolio ...............      9,462,810.9  180,979,513    190,800,269
  Corporate Bond Portfolio .............      1,573,532.4   15,681,386     15,948,522
  Government Securities Portfolio ......         50,894.5      606,253        612,776
  Money Market Portfolio ...............      4,430,896.2    4,430,896      4,430,896

THE DREYFUS SOCIALLY RESPONSIBLE
   GROWTH FUND, INC ....................         25,868.2      601,798        645,929

DREYFUS STOCK INDEX FUND ...............        217,913.6    4,755,534      5,611,274

FEDERATED INSURANCE SERIES:
  High Income Bond Fund II .............         12,954.7      134,700        141,854
  International Equity Fund II .........         11,543.4      131,364        141,638
  Utility Fund II ......................         21,472.4      254,142        306,840

JANUS ASPEN SERIES:
  Aggressive Growth Portfolio ..........         84,393.8    1,550,929      1,734,293
  Growth Portfolio .....................         92,721.0    1,505,625      1,713,484
  Worldwide Growth Portfolio ...........        398,432.2    8,341,433      9,319,329

NEUBERGER & BERMAN ADVISERS
  MANAGEMENT TRUST:
  Partners Portfolio ...................          3,632.5       73,154         74,830

STRONG VARIABLE INSURANCE
  FUNDS, INC.:
  Growth Fund II .......................            408.3        5,116          5,084
  Strong Opportunity Fund II ...........            232.5        5,017          5,046

THE VAN ECK WORLDWIDE
  INSURANCE TRUST:
  Worldwide Bond Fund ..................          1,585.2       17,081         17,422
  Worldwide Emerging Markets Fund ......          7,299.3       92,326         80,292
  Worldwide Hard Assets Fund
    (Note 1) ...........................         21,974.4      337,507        345,437
Total assets ...........................                                  249,331,580

LIABILITIES:
Amounts due to Great American
  Reserve Insurance Company ............                                       67,697
Net assets (Note 6) ....................                                 $249,263,883
</TABLE>


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

                                                                               7

<PAGE>
================================================================================

GREAT AMERICAN RESERVE VARIABLE ANNUITY 
ACCOUNT C

STATEMENT OF ASSETS AND LIABILITIES - CONTINUED

DECEMBER 31, 1997

                                          UNITS         UNIT         REPORTED
                                                       VALUE            VALUE
Net assets attributable to:
  Contract owners' deferred
  annuity reserves:

THE ALGER AMERICAN FUND:
  Growth Portfolio .................     120,647.8  $ 1.204209   $    145,285
  Leveraged AllCap Portfolio .......     388,810.1        1.85        721,092
  Midcap Growth Portfolio ..........      10,680.1        1.19         12,807
  Small Capitalization Portfolio ...   1,616,357.8        1.38      2,246,208

AMERICAN CENTURY
  VARIABLE PORTFOLIOS, INC.:
  VP International Fund ............          95.3        1.09            104
  VP Value Fund ....................      19,126.3        1.22         23,511

BERGER INSTITUTIONAL PRODUCTS TRUST:
  100 Fund .........................      42,167.4        1.13         47,882
  Growth and Income Fund ...........      64,325.5        1.21         78,390
  Small Company Growth Fund ........       1,948.6        1.37          2,677
  BIAM International Fund ..........       3,085.3        0.97          3,000

CONSECO SERIES TRUST:
Asset Allocation Portfolio .........   6,907,154.2        2.03     14,023,678
Common Stock Portfolio
  Qualified ........................   8,714,597.9       21.14    184,295,223
  Nonqualified .....................     274,648.4       16.74      4,597,707
Corporate Bond Portfolio
  Qualified ........................   2,784,065.4        5.44     15,158,742
  Nonqualified .....................     125,556.6        5.23        656,850
Government Securities Portfolio ....     485,630.6        1.26        612,225
  Money Market Portfolio
  Qualified ........................   1,592,955.1        2.70      4,313,974
  Nonqualified .....................      31,370.5        2.70         84,956

THE DREYFUS SOCIALLY RESPONSIBLE
  GROWTH FUND, INC .................     359,437.4        1.79        645,696

DREYFUS STOCK INDEX FUND ...........   3,025,807.1        1.85      5,606,316

FEDERATED INSURANCE SERIES:
  High Income Bond Fund II .........     103,898.2        1.36        141,732
  International Equity Fund II .....     117,785.1        1.20        141,512
  Utility Fund II ..................     196,752.5        1.55        306,571

JANUS ASPEN SERIES:
  Aggressive Growth Portfolio ......   1,145,154.2        1.51      1,732,744
  Growth Portfolio .................   1,026,608.8        1.66      1,711,973
  Worldwide Growth Portfolio .......   4,929,501.8        1.87      9,245,587

NEUBERGER & BERMAN
  ADVISERS MANAGEMENT TRUST:
  Partners Portfolio ...............      60,137.4        1.24         74,763

STRONG VARIABLE
  INSURANCE FUNDS, INC.:
  Growth Fund II ...................       3,988.7        1.27          5,080

STRONG OPPORTUNITY FUND II .........       4,088.5        1.23          5,042

  THE VAN ECK WORLDWIDE

  INSURANCE TRUST:
  Worldwide Bond Fund ..............      16,578.1        1.04         17,406
  Worldwide Emerging Markets Fund ..      99,333.4    0.807583         80,220
  Worldwide Hard Assets Fund
    (Note 1) .......................         210.0        1.49            316

Net assets attributable to contract
  owners' deferred annuity reserves ..........................    247,084,397
Contract owners' annuity payment
  reserves: Conseco Series Trust:
  Asset Allocation Portfolio .................................         89,824
Common Stock Portfolio Qualified .............................      1,899,084
Nonqualified .................................................         21,320
Corporate Bond Portfolio Qualified ...........................         96,856
Money Market Portfolio Qualified .............................         44,383
Janus Aspen Worldwide Growth Portfolio .......................         28,019
Net assets attributable to contract owners'
  annuity payment reserves ...................................      2,179,486
Net assets (Note 6) ..........................................   $249,263,883


GREAT AMERICAN RESERVE
VARIABLE ANNUITY ACCOUNT C
STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996

                                                 1997            1996
                                                 -----           -----
INVESTMENT INCOME:
Dividends from investments
  in portfolio shares ....................   $ 48,081,385    $ 33,529,312
EXPENSES:
Mortality and expense risk fees ..........      1,556,503       1,133,054
Net investment income ....................     46,524,882      32,396,258
Net realized gains (losses) and
  unrealized appreciation
  (depreciation) of investments:
Net realized gains on sales of
  investments in portfolio shares ........      2,417,325       1,468,389
Net change in unrealized appreciation
  (depreciation) of investments in
  portfolio shares .......................    (14,329,631)     17,278,325
Net gain (loss) on investments
  in portfolio shares ....................    (11,912,306)     18,746,714
Net increase in net assets from operations   $ 34,612,576    $ 51,142,972


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

STATEMENTS OF CHANGES IN NET ASSETS

  FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996


                                                  1997               1996
                                                  ----               ----
Changes from operations:
Net investment income ....................   $  46,524,882    $  32,396,258
Net realized gains on sales of
  investments in portfolio shares ........       2,417,325        1,468,389
Net change in unrealized appreciation
  (depreciation) of investments in
  portfolio shares .......................     (14,329,631)      17,278,325
Net increase in net assets from operations      34,612,576       51,142,972
Changes from principal transactions:
  Net contract purchase payments .........      26,160,248       20,830,794
Contract redemptions .....................     (14,213,522)     (10,807,460)
Net transfers from fixed account .........       4,514,784        4,929,986
Net increase in net assets from
  principal transactions .................      16,461,510       14,953,320
Net increase in net assets ...............      51,074,086       66,096,292
Net assets, beginning of year ............     198,189,797      132,093,505
Net assets, end of year (Note 6) .........   $ 249,263,883    $ 198,189,797

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

GREAT AMERICAN RESERVE VARIABLE ANNUITY 
ACCOUNT C

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1997

(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.

8
<PAGE>

                                                          GREAT AMERICAN RESERVE
                                                                  1998 ACCOUNT C
                                                    Individual and Group Annuity
================================================================================

   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, or May 1, 1997, the following investment options were
available:

   THE ALGER  AMERICAN FUND Growth  Portfolio  (May 1, 1997),  Leveraged  AllCap
Portfolio, MidCap Growth Portfolio (May 1, 1997), Small Capitalization Portfolio

   AMERICAN CENTURY VARIABLE PORTFOLIOS,  INC. (MAY 1, 1997) International Fund,
Value Fund

   BERGER INSTITUTIONAL PRODUCTS TRUST (MAY 1, 1997) 100 Fund, Growth and Income
Fund, Small Company Growth Fund, BIAM International Fund

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

   THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.

   DREYFUS STOCK INDEX FUND

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

   JANUS ASPEN SERIES Aggressive Growth Portfolio,  Growth Portfolio,  Worldwide
Growth Portfolio

   NEUBERGER & BERMAN ADVISERS  MANAGEMENT  TRUST (MAY 1,1997) Limited  Maturity
Bond Portfolio, Partners Portfolio

   STRONG VARIABLE INSURANCE FUNDS, INC. (MAY 1, 1997) Growth Fund II

   STRONG OPPORTUNITY FUND II (MAY 1, 1997)

   THE VAN ECK WORLDWIDE INSURANCE TRUST Worldwide Bond Fund, Worldwide Emerging
Markets Fund (May 1, 1997), Worldwide Hard Assets Fund.

   Van Eck Worldwide  Insurance Trust  terminated the Worldwide Hard Assets Fund
on May 1, 1997 and the Gold and Natural Resources Fund was renamed the Worldwide
Hard Assets Fund. The remaining  units in the terminated fund relate to contract
owners who have not transferred out.

   The financial  statements  have been prepared in  accordance  with  generally
accepted  accounting  principles and, as such, include amounts based on informed
estimates and judgements of management with consideration  given to materiality.
Actual results could differ from those estimates.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   INVESTMENT VALUATION, TRANSACTIONS AND INCOME
   Investments  in portfolio  shares are valued using the net asset value of the
respective  portfolios at the end of each New York Stock Exchange  business day.
Investment share  transactions are accounted for on a trade date basis (the date
the order to purchase  or redeem  shares is  executed)  and  dividend  income is
recorded on the  ex-dividend  date. The cost of investments in portfolio  shares
sold is determined on a first-in  first-out  basis.  Account 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 each 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
total  operations of the Company,  which is treated as a life insurance  company
for federal income tax purposes under the Internal  Revenue Code. Net investment
income and realized gains (losses) are retained in 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  applicable
actuarial  tables.  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.

                             DECEMBER 31,      DECEMBER 31,
                                 1997             1996
CONSECO SERIES TRUST:
   Asset Allocation ........... $0.999           $ N/A
 Common Stock
   Qualified ..................  6.600           5.793
   Nonqualified ...............  6.111           5.363
 Corporate Bond
   Qualified ..................  4.934           4.630
   Nonqualified ...............  4.937             N/A
 Money Market
   Qualified ..................  1.012           1.003
 Janus Aspen Worldwide Growth..  0.999           1.139

(3) PURCHASES AND SALES OF INVESTMENTS IN PORTFOLIO SHARES

   The  aggregate  cost of purchases  of  investments  in portfolio  shares were
$80,455,901  and  $59,138,584  for the years ended  December  31, 1997 and 1996,
respectively.  The  aggregate  proceeds from sales of  investments  in portfolio
shares were  $17,579,585  and  $11,667,690 for the years ended December 31, 1997
and 1996, 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

                                                                               9
<PAGE>

================================================================================

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 percent 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
percent, 0.74 percent and 0.99 percent, respectively. These fees were $1,556,503
and $1,133,054 for the years ended December 31, 1997 and 1996, 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 percent
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 being 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.  The  percentage  varies  up to 6 percent  based on  amount of  purchase
payments less surrenders.

   Sales and  administrative  charges  were  $226,805 and $146,545 for the years
ended December 31, 1997 and 1996, 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  through  various  retail  broker/dealers  including  Conseco  Financial
Services, Inc., an affiliate of the Company.

(6) NET ASSETS

   Net assets consisted of the following at December 31, 1997:

Proceeds from the sales of units since organization,
  less proceeds of units redeemed ......................   $ 79,854,069
Undistributed net investment income ....................    120,327,700
Undistributed net realized gains on sales of investments     36,115,959
Net unrealized appreciation of investments .............     12,966,155
Total net assets .......................................   $249,263,883


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,
1997,  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 Accounts' 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, 1997 by  correspondence
with custodians. 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 Variable
Annuity Account C as of December 31, 1997, 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 23, 1998

10

<PAGE>

                                                          GREAT AMERICAN RESERVE
                                                                  1998 ACCOUNT E
                                                    Individual and Group Annuity
================================================================================

                    GREAT AMERICAN RESERVE INSURANCE COMPANY
                Financial Statements - December 31, 1997 AND 1996
================================================================================


                                  BALANCE SHEET

<TABLE>
<CAPTION>

(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNT)
- --------------------------------------------------------------------------------------------------------------------
                                                                                            1997           1996
- --------------------------------------------------------------------------------------------------------------------
<S>                                                                                           <C>           <C> 
ASSETS
  Investments:
    Actively managed fixed maturities at fair value
      (amortized cost: 1997 - $1,705.2; 1996 - $1,810.8)...............................   $1,734.0      $1,795.1
    Mortgage loans.....................................................................       57.2          77.3
    Credit-tenant loans................................................................       88.9          93.4
    Policy loans.......................................................................       80.6          80.8
    Other invested assets..............................................................       88.2          89.0
    Short-term investments.............................................................       49.5          14.8
    Assets held in separate accounts...................................................      402.1         232.4
- --------------------------------------------------------------------------------------------------------------------
      Total investments................................................................    2,500.5       2,382.8
Accrued investment income..............................................................       30.5          32.9
Cost of policies purchased.............................................................      101.6         143.0
Cost of policies produced..............................................................       60.7          38.2
Reinsurance receivables................................................................       21.9          25.7
Goodwill (net of accumulated amortization: 1997 - $13.2; 1996 - $11.7).................       48.2          49.7
Other assets...........................................................................        8.3           8.2
- --------------------------------------------------------------------------------------------------------------------
      Total assets.....................................................................   $2,771.7      $2,680.5
====================================================================================================================


LIABILITIES AND SHAREHOLDER'S EQUITY
  Liabilities:
    Insurance liabilities:
      Interest sensitive products......................................................   $1,522.1      $1,636.5
      Traditional products.............................................................      248.3         251.5
      Claims payable and other policyholder funds......................................       62.5          69.5
      Liabilities related to separate accounts.........................................      402.1         232.4
    Income tax liabilities.............................................................       44.2          29.8
    Investment borrowings .............................................................       61.0          48.4
    Other liabilities..................................................................       14.6          15.5
- --------------------------------------------------------------------------------------------------------------------
      Total liabilities................................................................    2,354.8       2,283.6
- --------------------------------------------------------------------------------------------------------------------
  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
    Accumulated other comprehensive income:
      Unrealized appreciation (depreciation) of fixed maturity securities
        (net of applicable deferred income taxes: 1997-- $4.4; 1996-- $(2.4))..........        8.2          (4.4)
      Unrealized appreciation (depreciation) of other investments
        (net of applicable deferred income taxes: 1997-- $.3; 1996-- $(.1))............         .5           (.2)
    Retained earnings..................................................................       27.4          20.7
- --------------------------------------------------------------------------------------------------------------------
      Total shareholder's equity.......................................................      416.9         396.9
- --------------------------------------------------------------------------------------------------------------------
      Total liabilities and shareholder's equity.......................................   $2,771.7      $2,680.5
====================================================================================================================
</TABLE>


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


                                                                              11
<PAGE>

================================================================================
                    GREAT AMERICAN RESERVE INSURANCE COMPANY
                        FINANCIAL STATEMENTS - CONTINUED
================================================================================
                             STATEMENT OF OPERATIONS

(DOLLARS IN MILLIONS)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        PRIOR BASIS
                                                                                                                       -------------
                                                                                 YEAR          YEAR       FOUR MONTHS  EIGHT MONTHS
                                                                                 ENDED         ENDED         ENDED         ENDED
                                                                             DECEMBER 31,  DECEMBER 31,  DECEMBER 31,   AUGUST 31,
                                                                                 1997          1996          1995          1995
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>          <C>            <C>            <C>   
Revenues:
  Insurance policy income................................................       $ 75.7       $ 81.4         $ 31.8         $ 60.5
  Net investment income..................................................        222.6        218.4           74.2          136.4
  Net investment gains...................................................         13.3          2.7           12.5            7.3
- ------------------------------------------------------------------------------------------------------------------------------------
    Total revenues.......................................................        311.6        302.5          118.5          204.2
- ------------------------------------------------------------------------------------------------------------------------------------
Benefits and expenses:
  Insurance policy benefits..............................................         56.5         54.9           18.9           45.9
  Change in future policy benefits.......................................         (4.8)        (3.7)            .2           (4.3)
  Amounts added to annuity and financial product
    policyholder account balances:
    Interest.............................................................         83.6         93.8           32.9           66.7
    Other amounts added to variable annuity products.....................         55.7         35.6           11.3            7.9
  Interest expense on investment borrowings..............................          4.0          6.2            1.0            3.6
  Amortization...........................................................         27.1         20.3           15.3           16.0
  Other operating costs and expenses.....................................         28.2         54.3           13.1           23.7
- ------------------------------------------------------------------------------------------------------------------------------------
    Total benefits and expenses..........................................        250.3        261.4           92.7          159.5
- ------------------------------------------------------------------------------------------------------------------------------------
    Income before income taxes...........................................         61.3         41.1           25.8           44.7
Income tax expense.......................................................         22.1         15.4            9.7           16.5
- ------------------------------------------------------------------------------------------------------------------------------------
    Net income...........................................................       $ 39.2       $ 25.7         $ 16.1         $ 28.2
====================================================================================================================================

                              The accompanying notes are an integral part of the financial statements.
</TABLE>

12
<PAGE>

                                                          GREAT AMERICAN RESERVE
                                                                  1998 ACCOUNT E
                                                    Individual and Group Annuity
================================================================================

                    GREAT AMERICAN RESERVE INSURANCE COMPANY
                        FINANCIAL STATEMENTS - CONTINUED
================================================================================
                        STATEMENT OF SHAREHOLDER'S EQUITY

(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
====================================================================================================================================
                                                                                           COMMON STOCK  ACCUMULATED OTHER
                                                                                          AND ADDITIONAL   COMPREHENSIVE   RETAINED
                                                                                 TOTAL    PAID-IN CAPITAL     INCOME       EARNINGS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>          <C>            <C>             <C>  
Balance, December 31, 1994 (a)...........................................       $364.9       $339.7         $(55.1)         $80.3
  Comprehensive income, net of tax:
    Net income (a).......................................................         28.2         --             --             28.2
    Change in unrealized appreciation (depreciation) of securities
      (net of applicable income taxes of 34.1) (a).......................         59.0         --             59.0           --
- ----------------------------------------------------------------------------------------
        Total comprehensive income (a)...................................         87.2
  Dividends on common stock (a)..........................................        (41.2)        --
  Adjustment of balance due to new accounting basis......................          5.1         41.1           (2.0)         (34.0)
- ------------------------------------------------------------------------------------------------------------------------------------
Balance, August 31, 1995.................................................        416.0        380.8            1.9           33.3
  Comprehensive income, net of tax:
    Net income...........................................................         16.1         --             --             16.1
    Change in unrealized appreciation (depreciation) of securities
      (net of applicable income taxes of $6.1)...........................         10.5         --             10.5           --
- ----------------------------------------------------------------------------------------
        Total comprehensive income.......................................         26.6
- ------------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1995...............................................        442.6        380.8           12.4           49.4
  Comprehensive income, net of tax:
    Net income...........................................................         25.7         --             --             25.7
    Change in unrealized appreciation (depreciation) of securities
      (net of applicable income taxes of ($9.7)).........................        (17.0)        --            (17.0)          --
- ----------------------------------------------------------------------------------------
        Total comprehensive income.......................................          8.7
  Dividends on common stock..............................................        (54.4)        --             --            (54.4)
- ------------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1996...............................................        396.9        380.8           (4.6)          20.7
  Comprehensive income, net of tax:
    Net income...........................................................         39.2         --             --             39.2
    Change in unrealized appreciation (depreciation) of securities
      (net of applicable income taxes of $7.2)...........................         13.3         --             13.3           --
- ----------------------------------------------------------------------------------------
        Total comprehensive income.......................................         52.5         --             --             --
  Dividends on common stock..............................................        (32.5)        --             --            (32.5)
- ------------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1997...............................................       $416.9       $380.8          $ 8.7          $27.4
====================================================================================================================================

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

(a)  Prior basis.

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

                                                                                                                                  13
</TABLE>
<PAGE>
================================================================================

                    GREAT AMERICAN RESERVE INSURANCE COMPANY
                        FINANCIAL STATEMENTS - CONTINUED
================================================================================
                             STATEMENT OF CASH FLOWS

(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
====================================================================================================================================

                                                                                                                        PRIOR BASIS
                                                                                                                        ------------
                                                                                 YEAR          YEAR     FOUR MONTHS     EIGHT MONTHS
                                                                                ENDED         ENDED         ENDED           ENDED
                                                                             DECEMBER 31,  DECEMBER 31,  DECEMBER 31,     AUGUST 31,
                                                                                 1997          1996          1995            1995
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>          <C>            <C>            <C>   
Cash flows from operating activities:
  Net income.............................................................       $ 39.2       $ 25.7         $ 16.1         $ 28.20
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Amortization.........................................................         27.1         20.3           15.3           16.0
    Income taxes.........................................................          6.7         (3.9)           2.3            2.9
    Insurance liabilities................................................        (60.9)       (40.5)         (25.8)         (14.0)
    Amounts added to annuity and financial product
      policyholder account balances......................................        139.3        129.4           44.2           74.6
    Fees charged to insurance liabilities................................        (31.3)       (32.8)         (10.3)         (22.2)
    Accrual and amortization of investment income........................           .3          3.1            3.2           (1.8)
    Deferral of cost of policies produced................................        (31.8)       (13.2)          (3.0)          (6.6)
    Investment gains.....................................................        (13.3)        (2.7)         (12.5)          (7.3)
    Other................................................................         (4.6)        (8.8)          (8.9)          (3.2)
- ------------------------------------------------------------------------------------------------------------------------------------
      Net cash provided by operating activities..........................         70.7         76.6           20.6           66.6
- ------------------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
  Sales of investments...................................................        755.2        988.9          513.2          406.5
  Maturities and redemptions.............................................        150.4        101.7           60.4           57.5
  Purchases of investments...............................................       (753.6)      (954.2)        (532.2)        (476.2)
- ------------------------------------------------------------------------------------------------------------------------------------
      Net cash provided (used) by investing activities...................        152.0        136.4           41.4          (12.2)
- ------------------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
  Deposits to insurance liabilities......................................        255.9        169.8           50.8          104.4
  Cash paid in reinsurance recapture.....................................         --           --            (71.1)           --
  Investment borrowings..................................................         12.6        (35.8)         (36.8)         121.0
  Withdrawals from insurance liabilities.................................       (424.0)      (306.7)         (71.9)        (166.3)
  Dividends paid on common stock.........................................        (32.5)       (44.5)          --            (41.2)
- ------------------------------------------------------------------------------------------------------------------------------------
      Net cash provided (used) by financing activities...................       (188.0)      (217.2)        (129.0)          17.9
- ------------------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in short-term investments..................         34.7         (4.2)         (67.0)          72.3
Short-term investments, beginning of period..............................         14.8         19.0           86.0           13.7
- ------------------------------------------------------------------------------------------------------------------------------------
Short-term investments, end of period....................................       $ 49.5       $ 14.8         $ 19.0         $ 86.0
====================================================================================================================================

                             The accompanying notes are an integral part of the financial statements.
</TABLE>

14
<PAGE>

                                                          GREAT AMERICAN RESERVE
                                                                  1998 ACCOUNT E
                                                    Individual and Group Annuity
================================================================================
                    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
supplemental health insurance,  annuity,  individual life insurance,  individual
and group major medical  insurance and other  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,   Inc.  (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 dates.

   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):

                                                                          DEBIT
                                                                        (CREDIT)
- --------------------------------------------------------------------------------

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

   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  submitted  to state  insurance  departments.  As such,  they include
amounts based on informed estimates and judgment,  with  consideration  given to
materiality.   Many  estimates  and  assumptions  are  utilized  in  calculating
amortized value and  recoverability  of securities,  cost of policies  produced,
cost of policies  purchased,  goodwill,  insurance  liabilities,  guaranty  fund
assessment  accruals,  liabilities  for  litigation  and deferred  income taxes.
Actual results could differ from reported results using those estimates. Certain
amounts from the 1996 financial  statements and notes have been  reclassified to
conform with the 1997 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 - fixed maturity  securities are bought and held  principally for the
   purpose of selling them in the near term.  Trading  securities are carried at
   estimated  fair  value.  Unrealized  gains  or  losses  are  included  in net
   investment gains (losses). The Company held $.9 million of trading securities
   at December  31,  1997,  which are  included in other  invested  assets.  The
   Company did not hold any trading securities at December 31, 1996 or 1995.

   Held to  maturity  - fixed  maturity  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 1997, 1996 or 1995.

   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 fol-


                                                                              15
<PAGE>

================================================================================
                    GREAT AMERICAN RESERVE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
================================================================================


lowing tables summarize the effect of these adjustments as of December 31, 1997:


                                                     EFFECT OF
                                                    FAIR VALUE
                                                   ADJUSTMENT TO
                                                     ACTIVELY
                                                     MANAGED
                                        BALANCE       FIXED
                                         BEFORE      MATURITY      REPORTED
                                       ADJUSTMENT   SECURITIES      AMOUNT
- --------------------------------------------------------------------------------
                                              (DOLLARS IN MILLIONS)
Actively managed fixed
  maturity securities..............    $1,705.2        $28.8     $1,734.0
Cost of policies purchased ........       115.0        (13.4)       101.6
Cost of policies produced. ........        63.5         (2.8)        60.7
Income tax liabilities.... ........        39.8          4.4         44.2
Net unrealized appreciation of
  fixed maturity securities, net...          --          8.2          8.2

   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 1997, 1996 or 1995. 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 be 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  ("CTLs")  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  secured  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  CTLs and 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.

   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  to  accept  these  risks,  based on
   consideration of the factors summarized below.
o  Determine  the value of the policies  purchased by  discounting  the expected
   future cash flows by the discount  rate  required.


16
<PAGE>

                                                          GREAT AMERICAN RESERVE
                                                                  1998 ACCOUNT E
                                                    Individual and Group Annuity
================================================================================
                    GREAT AMERICAN RESERVE INSURANCE COMPANY
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
================================================================================

   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  needed  to earn 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.

   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
1997 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
   Goodwill is the excess of the amount paid to acquire a company  over the fair
value of its net assets. Goodwill is amortized on the straight-line basis over a
40-year period. The Company continually monitors the value of the goodwill based
on estimates of future  earnings.  The Company  determines  whether  goodwill is
fully  recoverable  from projected  undiscounted net cash flows from earnings of
the subsidiaries  over the remaining  amortization  period.  If it is determined
that changes in such projected cash flows no longer supported the recoverability
of goodwill over the remaining amortization period, the Company would reduce its
carrying  value  with  a   corresponding   charge  to  expense  or  shorten  the
amortization  period (no such changes have occurred).  Cash flows  considered in
such an analysis are those of the business acquired, if separately identifiable,
or the  business  segment that  acquired  the business if such  earnings are not
separately identifiable.

   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

                                                                              17
<PAGE>

================================================================================
                    GREAT AMERICAN RESERVE INSURANCE COMPANY
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
================================================================================

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.

   INCOME TAXES
   Income tax expense includes deferred taxes arising from temporary differences
between the tax and financial  reporting basis of assets and  liabilities.  This
liability  method of  accounting  for income taxes also  requires the Company to
reflect in income the effect of a tax rate change on accumulated deferred income
taxes in the period in which the change is 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.

   COMPREHENSIVE INCOME
   As  of  December  31,  1997,  the  Company  adopted  Statement  of  Financial
Accounting  Standards No. 130,  "Reporting  Comprehensive  Income" ("SFAS 130").
SFAS 130 establishes  standards for reporting and  presentation of comprehensive
income and its components in a full set of financial  statements.  Comprehensive
income includes all changes in  shareholders'  equity (except those arising from
transactions with shareholders) and includes net income and net unrealized gains
(losses) on securities. The new standard requires only additional disclosures in
the consolidated financial statements; it does not affect the financial position
or results of operations.

   Comprehensive  income excludes net investment gains (losses)  included in net
income of: (i) $(3.9)  million  (after income taxes of $(2.1)  million) in 1997;
(ii) $.2 million (after income taxes of $.1 million) in 1996; (iii) $1.4 million
(after income taxes of $.7 million) in the four months ended  December 31, 1995;
and (iv) $2.2 million  (after  income taxes of $1.2 million) in the eight months
ended August 31, 1995.

   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),   equity  securities  and  trading
securities  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 obtained from  broker-dealer  market makers or by
discounting  expected  future cash flows using  current  market  interest  rates
appropriate  for the  yield,  credit  quality of the  investments  and for fixed
maturities, the maturity of the investments being priced.

   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
on 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


18
<PAGE>

                                                          GREAT AMERICAN RESERVE
                                                                  1998 ACCOUNT E
                                                    Individual and Group Annuity
================================================================================
                    GREAT AMERICAN RESERVE INSURANCE COMPANY
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
================================================================================

determined  using  discounted  cash flow  calculations  based on interest  rates
currently being offered for similar  CONTRACTS with  maturities  consistent with
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.

    The estimated fair values of financial instruments are as follows:

<TABLE>
<CAPTION>

                                                                  1997                  1996
====================================================================================================
                                                          CARRYING     FAIR      CARRYING     FAIR
                                                           AMOUNT      VALUE      AMOUNT      VALUE
====================================================================================================
                                                                   (DOLLARS IN MILLIONS)

<S>                                                        <C>       <C>        <C>       <C>      
Financial assets held for purposes
  other than trading:
    Actively managed fixed
      maturity securities. ...........................     $1,734.0  $1,734.0  $ 1,795.1  $ 1,795.1
    Mortgage loans ...................................         57.2      61.2       77.3       77.0
    Credit-tenant loans ..............................         88.9      93.4       93.4       92.5
    Policy loans .....................................         80.6      80.6       80.8       80.8
    Other invested assets ............................         88.2      88.2       89.0       89.0
    Short-term investments ...........................         49.5      49.5       14.8       14.8
Financial liabilities held for
 purposes other than trading:
    Insurance liabilities for
      investment contracts (1)  ......................      1,177.5   1,177.5  $ 1,282.1  $ 1,282.1
    Investment borrowings ............................         61.0      61.0       48.4       48.4
</TABLE>

- -------------------------------
(1)     The estimated fair value of the liabilities for investment contracts was
        approximately equal to its carrying value at December 31, 1997 and 1996,
        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.


   RECENTLY ISSUED ACCOUNTING STANDARDS
   Statement  of  Financial   Accounting  Standards  No.  125,  "Accounting  for
Transfers and Servicing of Financial Assets and  Extinguishment  of Liabilities"
("SFAS  125") was  issued in June 1996 and  provides  accounting  and  reporting
standards for transfers of financial assets and  extinguishments of liabilities.
SFAS 125 is effective for 1997 financial statements; however, certain provisions
relating to accounting for repurchase  agreements and securities lending are not
effective until January 1, 1998.  Provisions  effective in 1997 did not have any
effect on the  Company's  financial  position  or  results  of  operations.  The
adoption of  provisions  effective  in 1998 are not  expected to have a material
effect on the Company's financial position or results of operations.

   Statement of  Financial  Accounting  Standards  No. 131,  "Disclosures  about
Segments of an Enterprise and Related  Information" ("SFAS 131") establishes new
standards  for  reporting  about  operating  segments and products and services,
geographic areas and major customers. Under SFAS 131, segments are to be defined
consistent with the basis  management uses internally to assess  performance and
allocate   resources.   Implementing  SFAS  131  will  have  no  impact  on  the
consolidated  amounts  the  Company  reports.  SFAS  131 is  effective  for  the
Company's December 31, 1998 financial statements.

   Statement of Financial Accounting Standards No. 132, "Employers'  Disclosures
about  Pensions and Other  Postretirement  Benefits"  ("SFAS 132") was issued in
February  1998  and  revises  current  disclosure  requirements  for  employers'
pensions  and  other  retiree  benefits.  SFAS 132 will  have no  effect  on the
Company's financial position or results of operations. SFAS 132 is effective for
the Company's December 31, 1998 financial statements.

   Statement of Position 97-3,  "Accounting  by Insurance and Other  Enterprises
for  Insurance-Related  Assessments"  ("SOP  97-3") was  issued by the  American
Institute of Certified Public Accountants in December 1997 and provides guidance
for determining when an insurance company or other enterprise should recognize a
liability  for   guaranty-fund   assessments  and  guidance  for  measuring  the
liability.  The statement is effective for 1999 financial  statements with early
adoption  permitted.  The  adoption of this  statement is not expected to have a
material effect on the Company's financial position or results of operations.

2. INVESTMENTS

   At December 31, 1997, the amortized cost and estimated fair value of actively
managed fixed maturity securities were as follows:

                                                GROSS        GROSS     ESTIMATED
                                   AMORTIZED  UNREALIZED   UNREALIZED    FAIR
                                     COST       GAINS        LOSSES      VALUE
================================================================================
                                                (DOLLARS IN MILLIONS)

United States Treasury
  securities and obligations
  of United States government
  corporations and agencies..     $   28.0     $   .7        $  --    $    28.7
Obligations of state and
  political subdivisions ....         20.5        1.1            .1         21.5
Debt securities issued by
  foreign governments .......         18.5         .1           1.2         17.4
Public utility securities ...        184.6        3.5           2.3        185.8
Other corporate securities ..        902.0       26.6           7.8        920.8
Mortgage-backed securities ..        551.6        8.6            .4        559.8
- --------------------------------------------------------------------------------
    Total ...................     $1,705.2     $ 40.6        $ 11.8   $  1,734.0
================================================================================

   At December 31, 1996, the amortized cost and estimated fair value of actively
managed fixed maturity securities were as follows:


                                                GROSS        GROSS     ESTIMATED
                                   AMORTIZED  UNREALIZED   UNREALIZED    FAIR
                                     COST       GAINS        LOSSES      VALUE
================================================================================
                                                (DOLLARS IN MILLIONS)
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
================================================================================

   Actively managed fixed maturity securities, summarized by the source of their
estimated fair value, were as follows at December 31, 1997:

                                                                              19
<PAGE>

================================================================================

                    GREAT AMERICAN RESERVE INSURANCE COMPANY
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
================================================================================

                                                       ESTIMATED
                                          AMORTIZED      FAIR
                                             COST        VALUE
================================================================================
                                           (DOLLARS IN MILLIONS)
Nationally recognized pricing services.... $1,416.9    $1,441.2
Broker-dealer market makers...............    143.6       146.2
Internally developed methods (calculated
  based on a weighted-average current
  market yield of 8.0 percent)............    144.7       146.6
- --------------------------------------------------------------------------------
    Total................................. $1,705.2    $1,734.0
================================================================================

   The following table sets forth actively managed fixed maturity  securities at
December 31, 1997, classified by rating categories. The category assigned is the
highest rating by a nationally recognized statistical rating organization or, as
to $42.4  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":

                                              PERCENT OF   PERCENT OF
INVESTMENT                                      FIXED        TOTAL
RATING                                        MATURITIES   INVESTMENTS
================================================================================

AAA..........................................     39%         27%
AA...........................................      7           5
A............................................     18          13
BBB+.........................................      8           6
BBB..........................................     12           8
BBB-.........................................      8           5
- --------------------------------------------------------------------------------
  Investment-grade...........................     92          64
- --------------------------------------------------------------------------------
BB+..........................................      2           1
BB...........................................      2           1
BB-..........................................      1           1
B+ and below.................................      3           2
- --------------------------------------------------------------------------------
  Below investment-grade.....................      8           5
- --------------------------------------------------------------------------------
    Total actively managed fixed maturities..    100%         69%
================================================================================

   Below investment-grade actively managed fixed maturity securities, summarized
by the amount  their  amortized  cost  exceeds  fair  value,  were as follows at
December 31, 1997:
                                                               ESTIMATED
                                                AMORTIZED        FAIR
                                                   COST          VALUE
================================================================================
                                                  (DOLLARS IN MILLIONS)
Amortized cost exceeds fair value by
  more than 30%..............................     $  1.0        $   .5
Amortized cost exceeds fair value by
  more than 15% but not more than 30%........       14.8          11.8
Amortized cost exceeds fair value by
  more than 5% but not more than 15%.........       15.5          14.0
All others...................................      104.5         106.0
- --------------------------------------------------------------------------------
    Total below investment-grade
      fixed maturity investments ............     $135.8        $132.3
================================================================================

   The Company  had $.3 million of fixed  maturity  investments  in  substantive
default and no fixed  maturities  in technical  default as of December 31, 1997.
The Company recorded writedowns of fixed maturity investments and other invested
assets  totaling  $.3 million in 1997,  $.8 million in 1996 and $1.6  million in
1995,  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, 1997,  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 not significant in 1997, 1996 or 1995.

   Actively managed fixed maturity  securities at December 31, 1997,  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.

                                                        ESTIMATED
                                           AMORTIZED      FAIR
                                              COST        VALUE
================================================================================
                                           (DOLLARS IN MILLIONS)
Due in one year or less................        $5.8        $5.9
Due after one year through five years..       103.0       101.3
Due after five years through ten years.       357.4       360.5
Due after ten years....................       687.4       706.5
- --------------------------------------------------------------------------------
  Subtotal.............................     1,153.6     1,174.2
Mortgage-backed securities.............       551.6       559.8
- --------------------------------------------------------------------------------
  Total................................    $1,705.2    $1,734.0
================================================================================

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

                                                                 FOUR         EIGHT
                                        YEAR        YEAR        MONTHS        MONTHS
                                        ENDED       ENDED       ENDED          ENDED
                                     DECEMBER 31, DECEMBER 31, DECEMBER 31,  AUGUST 31,
                                         1997       1996         1995          1995
=======================================================================================
                                    (DOLLARS IN MILLIONS)
<S>                                   <C>         <C>        <C>            <C>     
Actively managed fixed
  maturity securities ............... $  133.6    $  146.4      $  53.9     $  110.2
Mortgage loans ......................      8.8        11.8          4.8          8.0
Credit-tenant loans .................      7.6         7.2          1.7          4.1
Policy loans ........................      5.4         5.0          1.9          3.5
Short-term investments ..............      3.4         2.3           .8          1.9
Other invested assets ...............      9.4        11.4           .3          1.6
Separate accounts ...................     55.7        35.6         11.3          7.9
- ------------------------------------------------------------------------------------
  Gross investment income ...........    223.9       219.7         74.7        137.2
- ------------------------------------------------------------------------------------
Investment expenses .................      1.3         1.3           .5           .8
- ------------------------------------------------------------------------------------
  Net investment income ............. $  222.6    $  218.4      $  74.2     $  136.4
====================================================================================
</TABLE>

   The Company had insignificant  fixed maturity  investments and mortgage loans
that were not accruing investment income in 1997, 1996 and 1995.

   The proceeds from sales of actively  managed fixed maturity  securities  were
$739.4  million in 1997,  $938.3 million in 1996 and $918.5 million in 1995. Net
investment gains consisted of the following:

<TABLE>
<CAPTION>

                                                                 FOUR         EIGHT
                                        YEAR        YEAR        MONTHS        MONTHS
                                        ENDED       ENDED       ENDED          ENDED
                                     DECEMBER 31, DECEMBER 31, DECEMBER 31,  AUGUST 31,
                                         1997       1996         1995          1995
=====================================================================================
                                    (DOLLARS IN MILLIONS)
<S>                                   <C>         <C>          <C>          <C>    
Fixed maturities:
  Gross gains .....................   $  20.6     $  16.6      $  16.5      $  14.4
  Gross losses ....................      (5.1)       (9.2)        (2.2)        (2.3)
  Other than temporary decline
    in fair value .................       (.3)        (.2)         (.4)        (1.2)
- -------------------------------------------------------------------------------------
    Net investment gains from fixed
      maturities before expenses ..      15.2         7.2         13.9         10.9
Mortgage loans ....................       (.2)         --           --          (.2)
Other .............................       2.4          --           --         (1.0)
Other than temporary decline
  in fair value ...................        --         (.6)          --           --
- -------------------------------------------------------------------------------------
    Net investment gains before
      expenses ....................      17.4         6.6         13.9          9.7
Investment gain expenses ..........       4.1         3.9          1.4          2.4
- -------------------------------------------------------------------------------------
    Net investment gains ..........   $  13.3     $   2.7      $  12.5      $   7.3
=====================================================================================
</TABLE>

20
<PAGE>

                                                          GREAT AMERICAN RESERVE
                                                                  1998 ACCOUNT E
                                                    Individual and Group Annuity
================================================================================
                    GREAT AMERICAN RESERVE INSURANCE COMPANY
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
================================================================================

   The  change in net  unrealized  appreciation  (depreciation)  on  investments
consisted of the following:

<TABLE>
<CAPTION>
                                                                 FOUR         EIGHT
                                        YEAR        YEAR        MONTHS        MONTHS
                                        ENDED       ENDED       ENDED          ENDED
                                     DECEMBER 31, DECEMBER 31, DECEMBER 31,  AUGUST 31,
                                         1997       1996         1995          1995
=====================================================================================
                                    (DOLLARS IN MILLIONS)

<S>                                     <C>        <C>           <C>          <C>   
Actively managed fixed maturities       $44.5      $(66.5)       $45.5        $164.1
Other invested assets................     1.1        (1.3)          .1           5.1
- -------------------------------------------------------------------------------------
  Subtotal...........................    45.6       (67.8)        45.6         169.2
Less effect on other balance
  sheet accounts:
    Cost of policies purchased ......   (21.2)       36.6        (26.3)        (64.1)
    Cost of policies produced .......    (3.9)        4.5         (2.7)        (12.0)
    Income taxes.....................    (7.2)        9.7         (6.1)        (34.1)
- -------------------------------------------------------------------------------------
Change in net unrealized
  appreciation (depreciation)
  of securities......................   $13.3      $(17.0)       $10.5        $ 59.0
=====================================================================================
</TABLE>

   Investments  in  mortgage-backed  securities  at December 31, 1997,  included
collateralized   mortgage   obligations   ("CMOs")   of   $194.2   million   and
mortgage-backed  pass-through  securities of $365.6 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, 1997, summarized by interest rates on the underlying collateral:

                                       PAR       AMORTIZED     ESTIMATED
                                      VALUE         COST       FAIR VALUE
- --------------------------------------------------------------------------------
                                           (DOLLARS IN MILLIONS)
Below 7 percent....................   $218.9       $216.2       $218.9
7 percent - 8 percent..............    228.4        232.5        235.5
8 percent - 9 percent..............     63.9         62.6         64.2
9 percent and above................     38.9         40.3         41.2
- --------------------------------------------------------------------------------
  Total mortgage-backed securities..  $550.1       $551.6       $559.8
================================================================================

   The amortized  cost and estimated  fair value of  mortgage-backed  securities
including  CMOs at December 31,  1997,  summarized  by type of security  were as
follows:

                                                            ESTIMATED FAIR VALUE
                                                        ========================
                                                                      PERCENT
                                           AMORTIZED                  OF FIXED 
TYPE                                         COST         AMOUNT     MATURITIES
================================================================================
                                                  (DOLLARS IN MILLIONS)

Pass-throughs and sequential and
  targeted amortization classes ..........   $455.4       $462.2          26%
Planned amortization classes and
  accretion directed bonds................     67.6         68.7           4
 Subordinated classes.....................     28.6         28.9           2
- --------------------------------------------------------------------------------
    Total mortgage-backed securities .....   $551.6       $559.8          32%
================================================================================

   At December 31, 1997, approximately 84 percent of the estimated fair value of
the Company's mortgage-backed securities was determined by nationally recognized
pricing services,  6 percent was determined by broker-dealer  market makers, and
10 percent was determined by internally  developed  methods.  The  call-adjusted
modified duration of the Company's  mortgage-backed  securities was 4.8 years at
December 31, 1997.

   At December 31, 1997, no mortgage loans or credit-tenant  loans had defaulted
as to  principal  or  interest  for more  than 60 days,  had been  converted  to
foreclosed  real estate or had been  restructured  while the Company owned them.
Mortgage  loans of $1.1 million  were in  foreclosure  at December 31, 1997.  At
December  31,  1997,  the  Company  had a loan  loss  reserve  of  $.8  million.
Approximately  35 percent,  20 percent,  9 percent and 9 percent of the mortgage
loan balance  were on  properties  located in  California,  Texas,  Kentucky 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
$90.4 million during 1997 compared with $115.3 million during 1996. The weighted
average  interest rate on short-term  collateralized  borrowings was 4.4 percent
and 5.3 percent during 1997 and 1996, 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,
1997). 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
$18.3 million at December 31, 1997.

   No  investments  of  a  single  issuer  were  in  excess  of  10  percent  of
shareholder's  equity at December 31,  1997,  other than  investments  issued or
guaranteed by the United States government.

3. INSURANCE LIABILITIES
   Insurance liabilities consisted of the following:
<TABLE>
<CAPTION>

                                                                 INTEREST          DECEMBER 31,
                                     WITHDRAWAL  MORTALITY         RATE      =======================
                                     ASSUMPTION  ASSUMPTION     ASSUMPTION      1997        1996
====================================================================================================
                                                                  (DOLLARS IN MILLIONS)
<S>                                      <C>        <C>             <C>       <C>           <C>     
Future policy benefits:
  Interest-sensitive products:
    Investment contracts ............     N/A       N/A              (b)      $1,177.5      $1,282.1
    Universal life-type contracts ...     N/A       N/A              N/A         344.6         354.4
- ----------------------------------------------------------------------------------------------------
      Total interest-sensitive
        products.....................                                          1,522.1       1,636.5
- ----------------------------------------------------------------------------------------------------
  Traditional products:
    Traditional life insurance          Company
      contracts......................  experience   (a)               8%         142.8         146.2
    Limited-payment contracts .......     None      (a)               8%         105.5         105.3
- ----------------------------------------------------------------------------------------------------
      Total traditional products                                                 248.3         251.5
- ----------------------------------------------------------------------------------------------------
Claims payable and other
  policyholder funds.................     N/A       N/A              N/A          62.5          69.5
Liabilities related to
  separate accounts..................     N/A       N/A              N/A         402.1         232.4
- ----------------------------------------------------------------------------------------------------
Total insurance liabilities .........                                         $2,235.0      $2,189.9
====================================================================================================
</TABLE>


(a) Principally  modifications  of the 1975-80 Basic Table,  Select and Ultimate
    Table.
(b) At December 31, 1997 and 1996,  approximately  97 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 6.4 percent at December 31, 1997.

                                                                              21
<PAGE>

================================================================================
                    GREAT AMERICAN RESERVE INSURANCE COMPANY
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
================================================================================

   Participating policies represented approximately 4.1 percent, 3.5 percent and
3.7 percent of total life  insurance  in force at December  31,  1997,  1996 and
1995,  respectively,  and approximately 2.9 percent, 2.7 percent and 2.4 percent
of  premium  income  for  1997,  1996  and  1995,  respectively.   Dividends  on
participating  policies amounted to $2.1 million,  $1.9 million and $1.8 million
in 1997, 1996 and 1995, respectively.

4. REINSURANCE
   Cost of reinsurance ceded where the reinsured policy contains mortality risks
totaled $24.2 million in 1997, $24.6 million in 1996, and $29.1 million in 1995.
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
$14.9 million in 1997, $19.4 million in 1996 and $19.5 million in 1995.

   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, 1997 relates to
many reinsurers. No balance from a single reinsurer exceeds $6.5 million.

5. INCOME TAXES
   Income tax liabilities consisted of the following:

                                                               DECEMBER 31,
                                                       =========================
                                                          1997         1996
================================================================================
                                                        (DOLLARS IN MILLIONS)
Deferred income tax liabilities:
  Cost of policies purchased and produced .....           $52.2        $60.3
  Investments..................................             9.8        (3.3)
  Insurance liabilities........................           (19.5)      (19.7)
  Unrealized appreciation (depreciation).......             4.7        (2.5)
  Other........................................            (4.0)       (5.0)
- --------------------------------------------------------------------------------
    Deferred income tax liabilities............            43.2        29.8
Current income tax liabilities.................             1.0          --
- --------------------------------------------------------------------------------
    Income tax liabilities.....................           $44.2       $29.8
================================================================================

   Income tax expense was as follows:

<TABLE>
<CAPTION>
                                                                 FOUR         EIGHT
                                        YEAR        YEAR        MONTHS        MONTHS
                                        ENDED       ENDED       ENDED          ENDED
                                     DECEMBER 31, DECEMBER 31, DECEMBER 31,  AUGUST 31,
                                         1997       1996         1995          1995
=====================================================================================
                                                    (DOLLARS IN MILLIONS)

<S>                                     <C>          <C>         <C>           <C>  
Current tax provision................   $16.3        $10.5       $11.9         $19.9
Deferred tax provision (benefit) ....     5.8          4.9        (2.2)         (3.4)
- -------------------------------------------------------------------------------------
  Income tax expense.................    $22.1       $15.4       $ 9.7         $16.5
======================================================================================
</TABLE>

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

<TABLE>
<CAPTION>
                                                                 FOUR         EIGHT
                                        YEAR        YEAR        MONTHS        MONTHS
                                        ENDED       ENDED       ENDED          ENDED
                                     DECEMBER 31, DECEMBER 31, DECEMBER 31,  AUGUST 31,
                                         1997       1996         1995          1995
=======================================================================================
                                                   (DOLLARS IN MILLIONS)
<S>                                     <C>         <C>          <C>          <C>  
Federal tax on income before
  income taxes at statutory rate .....  $21.5       $14.4        $9.0         $15.6
State taxes and other.................     .4          .6          .5            .4
Nondeductible items...................     .2          .4          .2            .5
- ---------------------------------------------------------------------------------------
  Income tax expense..................  $22.1       $15.4        $9.7         $16.5
=======================================================================================
</TABLE>

   During 1997, the Internal  Revenue  Service  completed its examination of the
Company  for the  1994  tax year and  such  examination  did not  result  in any
significant adjustments.

6. 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 agreement  were $36.7 million in 1997,  $44.1
million in 1996 and $26.6 million in 1995.

   During 1997 and 1996, the Company  purchased  $11.2 million and $31.5 million
par value, respectively,  of senior subordinated notes issued by subsidiaries of
Conseco.  Such notes had a carrying  value of $29.8 million and $34.7 million at
December 31, 1997 and 1996, respectively,  and are classified as "other invested
assets"  in  the  accompanying  balance  sheet.  In  addition,  during  1997,  a
subsidiary of Conseco  redeemed $16.5 million par value of such notes which were
purchased in 1996.  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.

7. OTHER OPERATING INFORMATION
   Insurance policy income consisted of the following:

<TABLE>
<CAPTION>
                                                                 FOUR         EIGHT
                                        YEAR        YEAR        MONTHS        MONTHS
                                        ENDED       ENDED       ENDED          ENDED
                                     DECEMBER 31, DECEMBER 31, DECEMBER 31,  AUGUST 31,
                                         1997       1996         1995          1995
=======================================================================================
                                                    (DOLLARS IN MILLIONS)

<S>                                    <C>          <C>         <C>           <C>   
Direct premiums collected...........   $309.6       $241.3      $82.8         $158.6
Reinsurance assumed.................     14.9          1.7         .7            2.0
Reinsurance ceded...................    (24.2)       (24.6)     (11.2)         (17.9)
- ---------------------------------------------------------------------------------------
  Premiums collected, net of
    reinsurance.....................    300.3        218.4       72.3          142.7
Less premiums on universal
  life and products without
  mortality risk which are
  recorded as additions to
  insurance liabilities.............   (255.9)      (169.8)     (50.8)        (104.4)
- ---------------------------------------------------------------------------------------
  Premiums on products with
    mortality and morbidity
    risk, recorded as insurance
    policy income...................     44.4         48.6       21.5           38.3
Fees and surrender charges..........     31.3         32.8       10.3           22.2
- ---------------------------------------------------------------------------------------
  Insurance policy income...........   $ 75.7       $ 81.4      $31.8         $ 60.5
=======================================================================================
</TABLE>

22
<PAGE>

                                                          GREAT AMERICAN RESERVE
                                                                  1998 ACCOUNT E
                                                    Individual and Group Annuity
================================================================================
                    GREAT AMERICAN RESERVE INSURANCE COMPANY
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
================================================================================

   The four states with the largest shares of the Company's  premiums  collected
in 1997 were Texas (27 percent),  Florida (17 percent),  California (13 percent)
and  Michigan  (6  percent).  No other  state's  premiums  collected  exceeded 5
percent.

   Other operating costs and expenses were as follows:

<TABLE>
<CAPTION>
                                                                 FOUR         EIGHT
                                        YEAR        YEAR        MONTHS        MONTHS
                                        ENDED       ENDED       ENDED          ENDED
                                     DECEMBER 31, DECEMBER 31, DECEMBER 31,  AUGUST 31,
                                         1997       1996         1995          1995
=======================================================================================
                                                    (DOLLARS IN MILLIONS)

<S>                                     <C>         <C>          <C>           <C>  
Policy maintenance expense............  $18.1       $37.8        $ 6.5         $14.0
State premium taxes and guaranty
  assessments.........................    2.0         4.4          1.6           1.1
Commission expense....................    8.1        12.1          5.0           8.6
- ---------------------------------------------------------------------------------------
  Other operating costs and
    expenses..........................  $28.2       $54.3        $13.1         $23.7
=======================================================================================
</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.  The sales of fixed maturity investments during 1997,
1996  and 1995  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 $14.2 million in 1997,  $2.5 million in 1996,  $10.0 million in the
four months ended  December 31, 1995 and $4.3 million for the eight months ended
August 31, 1995.

   The changes in the cost of policies purchased were as follows:

<TABLE>
<CAPTION>
                                                                 FOUR         EIGHT
                                        YEAR        YEAR        MONTHS        MONTHS
                                        ENDED       ENDED       ENDED          ENDED
                                     DECEMBER 31, DECEMBER 31, DECEMBER 31,  AUGUST 31,
                                         1997       1996         1995          1995
=======================================================================================
                                                    (DOLLARS IN MILLIONS)

<S>                                    <C>         <C>           <C>          <C>   
Balance, beginning of period ........  $143.0      $120.0        $159.0       $173.9
  Amortization related to operations:
    Cash flow realized...............   (18.2)      (26.2)         (9.4)       (19.1)
    Interest added...................    11.8        13.1           5.0         12.7
  Amortization related to sales of
    fixed maturity investments ......   (13.8)       (2.2)         (8.3)        (3.4)
  Amounts related to fair value
    adjustment of actively managed
    fixed maturity securities .......   (21.2)       36.6         (26.3)       (64.1)
  Adjustment of balance
    due to new accounting
    basis and other..................      --         1.7            --         59.0
- ---------------------------------------------------------------------------------------

BALANCE, END OF PERIOD ..............  $101.6      $143.0        $120.0       $159.0
=======================================================================================
</TABLE>

   Based on  current  conditions  and  assumptions  as to  future  events on all
policies in force,  approximately 10 percent, 10 percent, 10 percent, 10 percent
and 11 percent of the cost of policies  purchased as of December  31, 1997,  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 3.6 percent to 8.0 percent and averaged 5.8 percent.

   The changes in the cost of policies produced were as follows:

<TABLE>
<CAPTION>
                                                                 FOUR         EIGHT
                                        YEAR        YEAR        MONTHS        MONTHS
                                        ENDED       ENDED       ENDED          ENDED
                                     DECEMBER 31, DECEMBER 31, DECEMBER 31,  AUGUST 31,
                                         1997       1996         1995          1995
=======================================================================================
                                                   (DOLLARS IN MILLIONS)
<S>                                     <C>          <C>         <C>          <C>  
Balance, beginning of period            $38.2        $24.0       $25.9        $63.2
  Additions.........................     31.8         13.2         3.0          6.6
  Amortization related to
    operations......................     (5.0)        (3.2)        (.5)        (4.0)
  Amortization related to sales of
    fixed maturity investments......      (.4)         (.3)       (1.7)         (.9)
  Amounts related to fair value
    adjustment of actively
    managed fixed maturity
    securities......................     (3.9)         4.5        (2.7)       (12.0)
  Adjustment of balance due to
    new accounting basis............       --           --          --        (27.0)
- ---------------------------------------------------------------------------------------
Balance, end of period..............    $60.7        $38.2       $24.0        $25.9
=======================================================================================
</TABLE>

8. STATEMENT OF CASH FLOWS
   Income taxes paid during 1997,  1996,  and 1995,  were $14.8  million,  $18.1
million and $19.3 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.

9. 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:

                                                       DECEMBER 31,
                                                 ===============================
                                                    1997         1996
================================================================================
                                                  (DOLLARS IN MILLIONS)
Statutory capital and surplus..........           $140.7         $140.3
Asset valuation reserve................             29.2           28.7
Interest maintenance reserve...........             68.8           63.1
- --------------------------------------------------------------------------------
  Total................................           $238.7         $232.1
================================================================================

   The Company's statutory net income was $32.7 million, $32.6 million and $38.4
million in 1997, 1996 and 1995, respectively.

   State insurance laws generally restrict the ability of insurance companies to
pay dividends or make other  distributions.  Approximately  $32.9 million of the
Company's net assets at December 31, 1997,  are available  for  distribution  in
1998 without permission of state regulatory authorities.


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