GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT C
497, 1999-05-19
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                       STATEMENT OF ADDITIONAL INFORMATION

                 INDIVIDUAL VARIABLE DEFERRED ANNUITY CONTRACTS

                                    issued by

                       CONSECO VARIABLE INSURANCE COMPANY
               (formerly Great American Reserve Insurance Company)

                                       and

                       CONSECO VARIABLE ANNUITY ACCOUNT C 
         (formerly Great American Reserve Variable Annuity Account C)

                   11815 N. PENNSYLVANIA ST., CARMEL, IN 46032
                                 (317) 817-3700

                                   MAY 1, 1999

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS.  IT SHOULD BE READ
IN  CONJUNCTION  WITH THE  PROSPECTUS  DATED  MAY 1, 1999 FOR  CONSECO  VARIABLE
ANNUITY ACCOUNT C - INDIVIDUAL  VARIABLE  DEFERRED  ANNUITY  CONTRACTS.  YOU CAN
OBTAIN A COPY OF THE PROSPECTUS BY CONTACTING CONSECO VARIABLE INSURANCE COMPANY
AT THE ADDRESS OR TELEPHONE NUMBER GIVEN ABOVE.



                                TABLE OF CONTENTS

                                                                            Page

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

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

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

VOTING RIGHTS .......................................................       4

CALCULATION OF YIELD QUOTATIONS......................................       4

CALCULATION OF TOTAL RETURN QUOTATIONS...............................       6

OTHER PERFORMANCE DATA...............................................      10

FEDERAL TAX STATUS ..................................................      14

ANNUITY PROVISIONS ..................................................      22

FINANCIAL STATEMENTS.................................................      24



GENERAL INFORMATION AND HISTORY

Conseco Variable  Insurance Company (the "Company" or "Conseco  Variable") is an
indirect wholly owned subsidiary of Conseco,  Inc. On or about October 7,1998,
the Company changed its name from Great American  Reserve  Insurance  Company to
its present  name. In certain  states,  the Company may continue to use the name
Great American  Reserve  Insurance  Company until the name change is approved in
that state. The operations of the Company are handled by Conseco,  Inc. Conseco,
Inc. 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.  The Company has its principal
offices at 11815 N.  Pennsylvania  Street,  Carmel,  Indiana 46032. The Variable
Account was established by the Company.

INDEPENDENT ACCOUNTANTS

     The financial  statements of Conseco Variable Annuity Account C and Conseco
Variable  Insurance  Company have been examined by  PricewaterhouseCoopers  LLP,
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

     The Company 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 the
Company. For the years ending December 31, 1998, 1997 and 1996, the Company paid
Conseco Equity Sales total  underwriting  commissions of $1,723,064,  $1,896,989
and $1,930,300, 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 the  company  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),  the Company makes sales and  administrative  deductions,  varying by
type of Contract. See "Charges and Deductions" in the Prospectus.

VOTING RIGHTS

Contract  Owners may instruct  Conseco  Variable 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.  Conseco Variable
will  vote  the  shares  of  each  Sub-Account  held  by  the  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 Conseco  Variable
for or against any proposition,  or Conseco  Variable will abstain,  in the same
proportion as shares in that  Sub-account for which  instructions  are received.
Conseco  Variable  will vote,  or abstain from  voting,  any shares that are not
attributable to Contract Owners in the same proportion as all Contract Owners in
the Variable Account vote or abstain.  However,  if Conseco Variable  determines
that it is permitted  to vote such shares of the Funds in its own right,  it may
elect to do so, subject to the then-current  interpretation  of the 1940 Act and
the rules thereunder.

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

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

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 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) + 1)6 -1)
                                     -----
                                      CD

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

   Conseco Variable 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:

                                        n
                                 P (1+T)  = 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).


INDIVIDUAL FLEXIBLE PREMIUM PAYMENT ANNUITY
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDING 12/31/98:

VARIABLE ACCOUNT SUB-ACCOUNTS                                        10 YEARS
                                                                     OR SINCE
                                            1 YEAR        5 YEARS    INCEPTION
                                            -------       -------    ---------
CONSECO SERIES TRUST
Balanced Portfolio (1)...................    1.25%         14.82%      14.48%
Equity Portfolio ........................    6.54%         20.87%      17.59%
Fixed Income Portfolio...................   (2.34)%         5.51%       9.08%
Government Securities Portfolio (1)         (1.77)%         4.41%       4.68%

THE ALGER AMERICAN FUND
Alger American Growth Portfolio (3)......   35.87%           N/A       35.11%
Alger American Leveraged AllCap
  Portfolio (2) .........................   44.83%           N/A       32.78%
Alger American MidCap Growth
  Portfolio (3) .........................   19.55%           N/A       24.84%
Alger American Small Capitalization
  Portfolio (2) .........................    5.99%           N/A       12.33%

AMERICAN CENTURY VARIABLE
  PORTFOLIOS, INC
VP International (3) ....................    8.96%           N/A       11.90%
VP Value (3) ............................   (3.85)%          N/A       11.22%
VP Income and Growth (4).................     N/A            N/A         .89%

BERGER INSTITUTIONAL
  PRODUCTS TRUST
Berger IPT - 100 Fund (3) ...............    6.69%           N/A       12.87%
Berger IPT - Growth and Income
  Fund (3) ..............................   14.71%           N/A       22.97%
Berger IPT - Small Company
  Growth Fund (3) .......................   (6.56)%          N/A       16.87%
Berger/BIAM IPT - International
  Fund (3) ..............................    6.55%           N/A        2.78%

THE DREYFUS SOCIALLY RESPON-
  SIBLE GROWTH FUND, INC (2) ............   18.71%           N/A       24.54%

DREYFUS STOCK INDEX FUND (2) ............   17.64%           N/A       25.30%

FEDERATED INSURANCE SERIES
Federated High Income Bond
  Fund II (2) ...........................   (5.79)%          N/A        8.10%
Federated International Equity
  Fund II (2) ...........................   15.22%           N/A       10.35%
Federated Utility Fund II (2) ...........    4.53%           N/A       15.49%

JANUS ASPEN SERIES
Aggressive Growth Portfolio (2) .........   23.19%           N/A       19.91%
Growth Portfolio (2) ....................   24.47%           N/A       23.56%
Worldwide Growth Portfolio (2) ..........   18.29%           N/A       25.88%

NEUBERGER BERMAN
  ADVISERS MANAGEMENT TRUST
Limited Maturity Bond Portfolio (3)......   (4.23)%          N/A         .73%
Partners Portfolio (3) ..................   (4.40)%          N/A       11.59%

STRONG VARIABLE INSURANCE
  FUNDS, INC
Strong Mid Cap Growth Fund II (3) .......   18.06%           N/A       28.45%

STRONG OPPORTUNITY FUND, INC.
Strong Opportunity Fund II (3) ..........    4.17%           N/A       16.90%

VAN ECK WORLDWIDE
  INSURANCE TRUST
Worldwide Bond Fund (2) .................    3.45%           N/A        3.13%
Worldwide Emerging Markets
  Fund (3) ..............................  (39.60)%          N/A      (34.54)%
Worldwide Hard Assets Fund (2) ..........  (36.66)%          N/A       (6.02)%
Worldwide Real Estate Fund (4)...........    N/A             N/A      (29.42)%

DREYFUS VARIABLE INVESTMENT FUND
   Disciplined Stock Portfolio (4).......    N/A             N/A        (.49)%
   International Value Portfolio (4).....    N/A             N/A      (17.97)%

INVESCO VARIABLE INVESTMENT FUNDS, INC.
   INVESCO VIF - High Yield Fund (4).....    N/A             N/A      (16.81)%
   INVESCO VIF - Equity Income Fund (4)..    N/A             N/A       (6.34)%

LAZARD RETIREMENT SERIES, INC.
   Lazard Retirement Equity
     Portfolio (4).......................    N/A             N/A       (2.79)%
   Lazard Retirement Small Cap
     Portfolio (4).......................    N/A             N/A      (28.93)%

LORD ABBETT SERIES FUND, INC.
   Growth and Income Portfolio (4).......    N/A             N/A       (9.67)%

MITCHELL HUTCHINS SERIES TRUST
   Growth & Income Portfolio (4).........    N/A             N/A      (11.65)%

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

(1)  Since inception (May 1, 1993).
(2)  Since inception (June 1, 1995).
(3)  Since inception (May 1, 1997).
(4)  Since inception (May 1, 1998).

INDIVIDUAL SINGLE PREMIUM PAYMENT ANNUITY
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDING 12/31/98:

VARIABLE ACCOUNT SUB-ACCOUNTS                                        10 YEARS
                                                                     OR SINCE
                                            1 YEAR         5 YEARS   INCEPTION
                                            -------        -------   ---------
CONSECO SERIES TRUST
Balanced Portfolio (1)...................    1.52%          15.06%     15.05%
Equity Portfolio ........................    6.73%          21.10%     17.57%
Fixed Income Portfolio...................   (2.09)%          5.72%      9.08%
Government Securities Portfolio (1)......   (1.52)%          4.63%      5.24%

THE ALGER AMERICAN FUND
Alger American Growth Portfolio (3)......   36.21%            N/A      35.41%
Alger American Leveraged AllCap
  Portfolio (2) .........................   45.20%            N/A      33.14%
Alger American MidCap Growth
  Portfolio (3) .........................   19.86%            N/A      25.09%
Alger American Small Capitalization
  Portfolio (2) .........................    6.26%            N/A      12.64%

AMERICAN CENTURY VARIABLE
  PORTFOLIOS, INC
VP International (3) ....................    9.24%            N/A      12.12%
VP Value (3) ............................   (3.60)%           N/A      11.45%
VP Income & Growth (4)...................     N/A             N/A       1.25%

BERGER INSTITUTIONAL
  PRODUCTS TRUST
Berger IPT - 100 Fund (3) ...............    6.97%            N/A      13.10%
Berger IPT - Growth and Income
  Fund (3) ..............................   15.00%            N/A      23.22%
Berger IPT - Small Company Growth
  Fund (3) ..............................   (6.31)%           N/A      17.10%
Berger/BIAM IPT - International
  Fund (3) ..............................    6.82%            N/A       2.99%

THE DREYFUS SOCIALLY RESPON-
  SIBLE GROWTH FUND, INC (2) ............   19.01%            N/A      24.87%

DREYFUS STOCK INDEX FUND (2) ............   17.94%            N/A      25.63%

FEDERATED INSURANCE SERIES
Federated High Income Bond
  Fund II (2) ...........................   (5.54)%           N/A       8.40%
Federated International Equity
  Fund II (2) ...........................   15.52%            N/A      10.66%
Federated Utility Fund II (2) ...........    4.81%            N/A      15.80%

JANUS ASPEN SERIES
Aggressive Growth Portfolio (2) .........   23.50%            N/A      20.24%
Growth Portfolio (2) ....................   24.79%            N/A      23.90%
Worldwide Growth Portfolio (2) ..........   18.59%            N/A      26.23%

NEUBERGER BERMAN
  ADVISERS MANAGEMENT TRUST
Limited Maturity Bond Portfolio (3)         (3.98)%           N/A        .93%
Partners Portfolio (3) ..................   (4.15)%           N/A      11.82%

STRONG VARIABLE INSURANCE
  FUNDS, INC
Strong Mid Cap Growth Fund II (3) .......   18.36%            N/A      28.71%

STRONG OPPORTUNITY FUND, INC.
Strong Opportunity Fund II (3) ..........    4.43%            N/A      17.14%

VAN ECK WORLDWIDE
  INSURANCE TRUST
Worldwide Bond Fund (2) .................    3.71%            N/A       3.42%
Worldwide Emerging Markets
  Fund (3) ..............................  (39.44)%           N/A     (34.40)%
Worldwide Hard Assets Fund (2) ..........  (36.49)%           N/A      (5.75)%
Worldwide Real Estate Fund (4)...........    N/A              N/A     (29.16)%
DREYFUS VARIABLE INVESTMENT FUND
   Disciplined Stock Portfolio (4).......    N/A              N/A       (.14)%
   International Value Portfolio (4).....    N/A              N/A     (17.68)%
INVESCO VARIABLE INVESTMENT FUNDS, INC.
   INVESCO VIF - High Yield Fund 4)......    N/A              N/A     (16.52)%
   INVESCO VIF - Equity Income Fund (4)..    N/A              N/A      (6.01)%
LAZARD RETIREMENT SERIES, INC.
   Lazard Retirement Equity
     Portfolio (4).......................    N/A              N/A      (2.45)%
   Lazard Retirement Small Cap
     Portfolio (4).......................    N/A              N/A     (28.68)%
LORD ABBETT SERIES FUND, INC.
   Growth and Income Portfolio (4).......    N/A              N/A      (9.35)%
MITCHELL HUTCHINS SERIES TRUST
   Growth & Income Portfolio (4).........    N/A              N/A     (11.33)%

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

(1)  Since inception (May 1, 1993).
(2)  Since inception (June 1, 1995).
(3)  Since inception (May 1, 1997).
(4)  Since inception (May 1, 1998).

OTHER PERFORMANCE DATA

   Conseco  Variable 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.

INDIVIDUAL FLEXIBLE PREMIUM PAYMENT ANNUITY
GROSS AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDING 12/31/98:

VARIABLE ACCOUNT SUB-ACCOUNTS                                        10 YEARS
                                                                     OR SINCE
                                            1 YEAR         5 YEARS   INCEPTION
                                            -------        -------   ---------
CONSECO SERIES TRUST
Balanced Portfolio (1)...................    9.27%          15.74%     15.09%
Equity Portfolio ........................   14.88%          21.79%     17.60%
Fixed Income Portfolio...................    5.39%           6.32%      9.09%
Government Securities Portfolio (1)......    6.01%           5.26%      5.25%

THE ALGER AMERICAN FUND
Alger American Growth Portfolio (3)......   46.60%            N/A      40.51%
Alger American Leveraged AllCap
  Portfolio (2) .........................   56.26%            N/A      34.54%
Alger American MidCap Growth
  Portfolio (3) .........................   29.00%            N/A      29.83%
Alger American Small Capitalization
  Portfolio (2) .........................   14.38%            N/A      13.80%

AMERICAN CENTURY VARIABLE
  PORTFOLIOS, INC
VP International (3) ....................   17.58%            N/A      16.38%
VP Value (3) ............................    3.77%            N/A      15.68%
VP Income & Growth (4)...................    N/A              N/A      12.90%

BERGER INSTITUTIONAL
  PRODUCTS TRUST
Berger IPT - 100 Fund (3) ...............   15.13%            N/A      17.40%
Berger IPT - Growth and Income
  Fund (3) ..............................   23.79%            N/A      27.89%
Berger IPT - Small Company Growth
  Fund (3) ..............................     .85%            N/A      21.55%
Berger/BIAM IPT - International
  Fund (3) ..............................   14.97%            N/A       6.91%

THE DREYFUS SOCIALLY RESPON-
  SIBLE GROWTH FUND, INC (2) ............   28.10%            N/A      26.16%

DREYFUS STOCK INDEX FUND (2) ............   26.94%            N/A      26.93%

FEDERATED INSURANCE SERIES
Federated High Income Bond
  Fund II (2) ...........................    1.68%            N/A       9.55%
Federated International Equity
  Fund II (2) ...........................   24.33%            N/A      11.84%
Federated Utility Fund II (2) ...........   12.82%            N/A      17.04%

JANUS ASPEN SERIES
Aggressive Growth Portfolio (2) .........   32.92%            N/A      21.51%
Growth Portfolio (2) ....................   34.31%            N/A      25.22%
Worldwide Growth Portfolio (2) ..........   27.64%            N/A      27.56%

NEUBERGER BERMAN
  ADVISERS MANAGEMENT TRUST
Limited Maturity Bond Portfolio (3)          3.35%            N/A       4.77%
Partners Portfolio (3) ..................    3.17%            N/A      16.06%

STRONG VARIABLE INSURANCE
  FUNDS, INC
Strong Mid Cap Growth Fund II (3) .......   27.40%            N/A      33.59%

STRONG OPPORTUNITY FUND, INC.
Strong Opportunity Fund II (3) ..........   12.41%            N/A      21.57%

VAN ECK WORLDWIDE
  INSURANCE TRUST
Worldwide Bond Fund (2) .................   11.63%            N/A       4.53%
Worldwide Emerging Markets
  Fund (3) ..............................  (34.80)%           N/A     (31.88)%
Worldwide Hard Assets Fund (2) ..........  (31.62)%           N/A      (4.74)%
Worldwide Real Estate Fund (4)...........    N/A              N/A     (21.00)%
DREYFUS VARIABLE INVESTMENT FUND
   Disciplined Stock Portfolio (4).......    N/A              N/A      11.35%
   International Value Portfolio (4).....    N/A              N/A      (8.20)%
INVESCO VARIABLE INVESTMENT FUNDS, INC.
   INVESCO VIF - High Yield Fund (4).....    N/A              N/A      (6.90)%
   INVESCO VIF - Equity Income Fund (4)..    N/A              N/A       4.81%
LAZARD RETIREMENT SERIES, INC.
   Lazard Retirement Equity
     Portfolio (4).......................    N/A              N/A       8.78%
   Lazard Retirement Small Cap
     Portfolio (4).......................    N/A              N/A     (20.45)%
LORD ABBETT SERIES FUND, INC.
   Growth and Income Portfolio (4).......    N/A              N/A       1.09%
MITCHELL HUTCHINS SERIES TRUST
   Growth & Income Portfolio (4).........    N/A              N/A      (1.12)%

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

(1)  Since inception (May 1, 1993).
(2)  Since inception (June 1, 1995).
(3)  Since inception (May 1, 1997).
(4)  Since inception (May 1, 1998).

INDIVIDUAL SINGLE PREMIUM PAYMENT ANNUITY
GROSS AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDING 12/31/98:

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

CONSECO SERIES TRUST
Balanced Portfolio (1)...................    9.27%          15.74%     15.09%
Equity Portfolio ........................   14.88%          21.79%     17.60%
Fixed Income Portfolio...................    5.39%           6.32%      9.09%
Government Securities Portfolio (1)......    6.01%           5.26%      5.25%

THE ALGER AMERICAN FUND
Alger American Growth Portfolio (3)......   46.60%            N/A      40.51%
Alger American Leveraged AllCap
  Portfolio (2) .........................   56.26%            N/A      34.54%
Alger American MidCap Growth
  Portfolio (3) .........................   29.00%            N/A      29.83%
Alger American Small Capitalization
  Portfolio (2) .........................   14.38%            N/A      13.80%

AMERICAN CENTURY VARIABLE
  PORTFOLIOS, INC
VP International (3) ....................   17.58%            N/A      16.38%
VP Value (3) ............................    3.77%            N/A      15.68%
VP Income & Growth (4)...................     N/A             N/A      12.90%

BERGER INSTITUTIONAL
  PRODUCTS TRUST
Berger IPT - 100 Fund (3) ...............   15.13%            N/A      17.40%
Berger IPT - Growth and Income
  Fund (3) ..............................   23.79%            N/A      27.89%
Berger IPT - Small Company Growth
  Fund (3) ..............................     .85%            N/A      21.55%
Berger/BIAM IPT - International
  Fund (3) ..............................   14.97%            N/A       6.91%

THE DREYFUS SOCIALLY RESPON-
  SIBLE GROWTH FUND, INC (2) ............   28.10%            N/A      26.16%

DREYFUS STOCK INDEX FUND (2) ............   26.94%            N/A      26.93%

FEDERATED INSURANCE SERIES
Federated High Income Bond
  Fund II (2) ...........................    1.68%            N/A       9.55%
Federated International Equity
  Fund II (2) ...........................   24.33%            N/A      11.84%
Federated Utility Fund II (2) ...........   12.82%            N/A      17.04%

JANUS ASPEN SERIES
Aggressive Growth Portfolio (2) .........   32.92%            N/A      21.51%
Growth Portfolio (2) ....................   34.31%            N/A      25.22%
Worldwide Growth Portfolio (2) ..........   27.64%            N/A      27.56%

NEUBERGER BERMAN
  ADVISERS MANAGEMENT TRUST
Limited Maturity Bond Portfolio (3)          3.35%            N/A       4.77%
Partners Portfolio (3) ..................    3.17%            N/A      16.06%

STRONG VARIABLE INSURANCE
  FUNDS, INC
Strong Mid Cap Growth Fund II (3) .......   27.40%            N/A      33.59%

STRONG OPPORTUNITY FUND, INC.
Strong Opportunity Fund II (3) ..........   12.41%            N/A      21.59%

VAN ECK WORLDWIDE
  INSURANCE TRUST
Worldwide Bond Fund (2) .................   11.63%            N/A       4.53%
Worldwide Emerging Markets
  Fund (3) ..............................  (34.80)%           N/A     (31.88)%
Worldwide Hard Assets Fund (2) ..........  (31.62)%           N/A      (4.74)%
Worldwide Real Estate Fund (4)...........    N/A              N/A     (21.00)%
DREYFUS VARIABLE INVESTMENT FUND
   Disciplined Stock Portfolio (4).......    N/A              N/A      11.35%
   International Value Portfolio (4).....    N/A              N/A      (8.20)%
INVESCO VARIABLE INVESTMENT FUNDS, INC.
   INVESCO VIF - High Yield Fund (4).....    N/A              N/A      (6.90)%
   INVESCO VIF - Equity Income Fund (4)..    N/A              N/A       4.81%
LAZARD RETIREMENT SERIES, INC.
   Lazard Retirement Equity
     Portfolio (4).......................    N/A              N/A       8.78%
   Lazard Retirement Small Cap
     Portfolio (4).......................    N/A              N/A     (20.45)%
LORD ABBETT SERIES FUND, INC.
   Growth and Income Portfolio (4).......    N/A              N/A       1.09%
MITCHELL HUTCHINS SERIES TRUST
   Growth & Income Portfolio (4).........    N/A              N/A      (1.12)%

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

(1)  Since inception (May 1, 1993).
(2)  Since inception (June 1, 1995).
(3)  Since inception (May 1, 1997).
(4)  Since inception (May 1, 1998).

   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  Conseco
Variable  has  received  from  independent  rating  agencies.  However,  Conseco
Variable does not guarantee the investment  performance of the Variable  Account
investment options.

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.

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.

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

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.

   Regulations issued by the Treasury Department (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."

   Conseco  Variable  intends  that  all  Variable  Account  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,  Conseco Variable  reserves 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.  For purposes of this rule,  contracts  received in a
Section 1035  exchange  will be  considered  issued in the year of the exchange.
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 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.

   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),  or  d)  hardship  withdrawals.  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 59 1/2;  (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.

   With  respect to (d) above,  if the series of  substantially  equal  periodic
payments is modified  before the later of your  attaining  age 59 1/2 or 5 years
from the date of the first  periodic  payment,  then the tax for the year of the
modification  is  increased  by an amount equal to the tax which would have been
imposed (the 10% penalty tax) but for the  exception,  plus interest for the tax
years in which the exception was used.

   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 Conseco Variable 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.

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.  Furthermore,  the Code provides  additional  requirements and restrictions
regarding eligibility and distributions.

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.

   With  respect to (c) above,  if the series of  substantially  equal  periodic
payments is modified  before the later of your  attaining  age 59 1/2 or 5 years
from the date of the first  periodic  payment,  then the tax for the year of the
modification  is  increased  by an amount equal to the tax which would have been
imposed (the 10% penalty tax) but for the  exception,  plus interest for the tax
years in which the exception was used.

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.

ANNUITY PROVISIONS

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,  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
Conseco Variable 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,  Conseco  Variable 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 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 are 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.

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.

FINANCIAL STATEMENTS

   Audited  Financial  Statements  of  Conseco  Variable  Annuity  Account C and
Conseco Variable Insurance Company as of December 31, 1998 are included here.


Table of Contents

December 31, 1998

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


Great American Reserve Variable Annuity Account C                           Page
Statement of Assets and Liabilities as of December 31, 1998 ................  2
Statements of Operations for the Years Ended
 December 31, 1998 and 1997 ................................................  5
Statements of Changes in Net Assets for the Years Ended
 December 31, 1998 and 1997 ................................................  5
Notes to Financial Statements ..............................................  6
Report of Independent Accountants ..........................................  8


<PAGE>


GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT C

Statement of Assets and Liabilities

December 31, 1998

<TABLE>
<CAPTION>
====================================================================================================================================
                                                                                     Shares              Cost               Value
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>               <C>                <C>
Assets:
   Investments in portfolio shares, at net asset value (Note 2):
     The Alger American Fund:
       Growth Portfolio ....................................................          11,149.7       $    508,822       $    593,389
       Leveraged AllCap Portfolio ..........................................          39,844.0            962,015          1,390,555
       MidCap Growth Portfolio .............................................           4,597.4            118,610            132,726
       Small Capitalization Portfolio ......................................          54,628.7          2,256,203          2,402,023
     American Century Variable Portfolios, Inc.:
       International Fund ..................................................          17,811.0            134,749            135,720
       Value Fund ..........................................................          21,090.5            145,345            141,939
       Income and Growth Fund ..............................................          14,667.6             84,886             99,447

     Berger Institutional Products Trust:
       100 Fund ............................................................          19,930.8            234,935            256,907
       Growth and Income Fund ..............................................          10,470.9            151,123            174,132
       Small Company Growth Fund ...........................................           9,380.0            114,894            115,186
       BIAM International Fund .............................................               0.1                  1                  2
     Conseco Series Trust:
       Asset Allocation Portfolio ..........................................       1,191,919.6         15,988,448         16,291,143
       Common Stock Portfolio ..............................................       8,510,918.6        170,109,446        183,714,329
       Corporate Bond Portfolio ............................................       1,468,555.5         14,655,047         14,751,679
       Government Securities Portfolio .....................................          77,402.6            948,349            940,135
       Money Market Portfolio ..............................................       5,468,639.0          5,468,639          5,468,639
     The Dreyfus Socially Responsible Growth Fund, Inc. ....................          59,457.2          1,643,784          1,847,929
     Dreyfus Stock Index Fund ..............................................         436,107.6         11,638,392         14,182,220
     Dreyfus Variable Investment Fund:
       Disciplined Stock Portfolio .........................................             843.8             16,621             19,365
     Federated Insurance Series:
       High Income Bond Fund II ............................................          51,180.6            559,449            558,892
       International Equity Fund II ........................................          14,940.2            227,873            229,930
       Utility Fund II .....................................................          49,327.1            691,854            753,226
     Invesco Variable Investment Funds, Inc.:
       High Yield Portfolio ................................................           1,914.5             22,854             21,673
       Industrial Income Portfolio .........................................           1,925.8             34,526             35,840
     Janus Aspen Series:
       Aggressive Growth Portfolio .........................................         108,325.8          2,148,101          2,988,707
       Growth Portfolio ....................................................         164,036.6          3,145,770          3,861,423
       Worldwide Growth Portfolio ..........................................         526,760.7         12,582,299         15,323,468
     Lazard Retirement Series Inc.:
       Small Cap Portfolio .................................................             388.4              3,336              3,697
     Lord Abbett Series Fund, Inc.:
       Growth and Income Portfolio .........................................             677.2             13,488             13,983
     Mitchell Hutchins Series Trust:
       Growth and Income Portfolio .........................................             354.6              5,096              5,252
     Neuberger & Berman Advisers Management Trust:
       Limited Maturity Bond Portfolio .....................................          17,670.4            243,155            244,205
       Partners Portfolio ..................................................          22,810.5            429,570            431,803
     Strong Variable Insurance Funds, Inc.:
       Growth Fund II ......................................................          14,719.9            231,540            235,813
     Strong Opportunity Fund II, Inc. ......................................           5,707.3            115,417            123,962
     Van Eck Worldwide Insurance Trust:
       Worldwide Hard Assets Fund ..........................................          18,153.3            234,575            167,010
       Worldwide Bond Fund .................................................           2,945.2             32,708             36,167
       Worldwide Emerging Markets Fund .....................................          13,168.3            112,040             93,758
       Worldwide Real Estate Fund ..........................................             293.4              2,635              2,799
- ------------------------------------------------------------------------------------------------------------------------------------
         Total assets ......................................................                                             267,789,073

Liabilities:
   Amounts due to Conseco Variable Insurance Company .......................                                                 215,506
- ------------------------------------------------------------------------------------------------------------------------------------
         Net assets (Note 6) ...............................................                                            $267,573,567
====================================================================================================================================
</TABLE>
   The accompanying notes are an integral part of these financial statements.


2
<PAGE>


GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT C

Statement of Assets and Liabilities - Continued

December 31, 1998
<TABLE>
<CAPTION>
====================================================================================================================================
                                                                                              UNITS      UNIT VALUE   REPORTED VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>           <C>           <C>
Net assets attributable to:
   Contract owners' deferred annuity reserves:
     The Alger American Fund:
       Growth Portfolio ...............................................................      335,852.3    $  1.765379   $    592,907
       Leveraged AllCap Portfolio .....................................................      479,431.7       2.898075      1,389,429
       Midcap Growth Portfolio ........................................................       85,728.9       1.546930        132,617
       Small Capitalization Portfolio .................................................    1,509,931.8       1.589518      2,400,064
     American Century Variable Portfolios, Inc.:
       International Fund .............................................................      105,232.7       1.288519        135,594
       Value Fund .....................................................................      111,174.7       1.275597        141,814
       Income and Growth Fund .........................................................       91,593.4       1.084816         99,362
     Berger Institutional Products Trust:
       100 Fund .......................................................................      196,341.6       1.307378        256,693
       Growth and Income Fund .........................................................      115,344.2       1.508510        173,998
       Small Company Growth Fund ......................................................       83,064.3       1.385556        115,090
       BIAM International Fund ........................................................            0.0       1.118101              0
     Conseco Series Trust:
       Asset Allocation Portfolio .....................................................    7,300,113.8       2.218603     16,196,057
       Common Stock Portfolio
         Qualified ....................................................................    7,294,849.0      24.295266    177,230,301
         Nonqualified .................................................................      223,506.1      19.231766      4,298,417
       Corporate Bond Portfolio
         Qualified ....................................................................    2,455,410.8       5.738363     14,090,040
         Nonqualified .................................................................       93,115.4       5.513550        513,396
       Government Securities Portfolio ................................................      702,664.8       1.336418        939,054
       Money Market Portfolio
         Qualified ....................................................................    1,791,071.6       2.821406      5,053,340
         Nonqualified .................................................................      131,045.9       2.821405        369,734
     The Dreyfus Socially Responsible Growth Fund, Inc. ...............................      802,406.0       2.301103      1,846,419
     Dreyfus Stock Index Fund .........................................................    5,996,869.5       2.351933     14,104,234
     Dreyfus Variable Investment Fund:
       Disciplined Stock Portfolio ....................................................       18,002.3       1.074802         19,349
     Federated Insurance Series:
       High Income Bond Fund II .......................................................      402,613.1       1.387018        558,432
       International Equity Fund II ...................................................      153,805.0       1.493697        229,738
       Utility Fund II ................................................................      428,132.7       1.757846        752,591
     Invesco Variable Investment Funds, Inc.:
       High Yield Portfolio ...........................................................       22,718.7       0.953146         21,654
       Industrial Income Portfolio ....................................................       34,697.3       1.032042         35,809
     Janus Aspen Series:
       Aggressive Growth Portfolio ....................................................    1,484,764.6       2.011276      2,986,271
       Growth Portfolio ...............................................................    1,722,620.7       2.239752      3,858,243
       Worldwide Growth Portfolio .....................................................    6,332,820.3       2.393977     15,160,624
     Lazard Retirement Series Inc.:
       Small Cap Portfolio ............................................................        4,307.2       0.857665          3,694
     Lord Abbett Series Fund, Inc.:
       Growth and Income Portfolio ....................................................       13,870.3       1.007282         13,971
     Mitchell Hutchins Series Trust:
       Growth and Income Portfolio ....................................................        5,287.1       0.992464          5,247
     Neuberger & Berman Advisers Management Trust:
       Limited Maturity Bond Portfolio ................................................      225,717.1       1.080994        243,999
       Partners Portfolio .............................................................      336,370.8       1.282632        431,440
     Strong Variable Insurance Funds, Inc.:
       Growth Fund II .................................................................      145,329.2       1.622454        235,790
     Strong Opportunity Fund II, Inc. .................................................       89,350.2       1.386225        123,859
     Van Eck Worldwide Insurance Trust:
       Worldwide Hard Assets Fund .....................................................      198,619.0       0.840028        166,846
       Worldwide Bond Fund ............................................................       30,830.4       1.172096         36,136
       Worldwide Emerging Markets Fund ................................................      177,923.9       0.526522         93,681
       Worldwide Real Estate Fund .....................................................        3,276.4       0.853728          2,797
- ------------------------------------------------------------------------------------------------------------------------------------
           Net assets attributable to contract owners' deferred annuity reserves ......                                 $265,058,731
====================================================================================================================================
</TABLE>

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


                                                                               3
<PAGE>


GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT C

Statement of Assets and Liabilities - Continued

December 31, 1998
<TABLE>
<CAPTION>
==================================================================================================
                                                                                        REPORTED
                                                                                         VALUE
- --------------------------------------------------------------------------------------------------
<S>                                                                                   <C>
Net assets attributable to contract owners' deferred annuity reserves (from page 3)   $265,058,731
- --------------------------------------------------------------------------------------------------

   Contract owners' annuity payment reserves:
     Conseco Series Trust:
       Asset Allocation Portfolio
         Qualified ................................................................         95,125
       Common Stock Portfolio
         Qualified ................................................................      2,123,088
         Nonqualified .............................................................         22,287
       Corporate Bond Portfolio
         Qualified ................................................................         95,748
       Money Market Portfolio
         Qualified ................................................................         26,603
       Dreyfus Stock Index Fund ...................................................         49,385
       Janus Aspen Worldwide Growth Portfolio .....................................        102,600
- --------------------------------------------------------------------------------------------------
           Net assets attributable to contract owners' annuity payment reserves ...      2,514,836
- --------------------------------------------------------------------------------------------------
              Net assets ..........................................................   $267,573,567
==================================================================================================
</TABLE>
   The accompanying notes are an integral part of these financial statements.


4
<PAGE>


GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT C

Statements of Operations

For the Years Ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
====================================================================================================================================
                                                                                                         1998              1997
- ------------------------------------------------------------------------------------------------------------------------------------
Investment income:
<S>                                                                                                 <C>               <C>
   Dividends from investments in portfolio shares ..............................................    $  19,540,381     $  48,081,385
Expenses:
   Mortality and expense risk fees .............................................................        1,827,897         1,556,503
- ------------------------------------------------------------------------------------------------------------------------------------
     Net investment income .....................................................................       17,712,484        46,524,882
- ------------------------------------------------------------------------------------------------------------------------------------
Net realized gains (losses) and unrealized appreciation (depreciation) of investments:
   Net realized gains on sales of investments in portfolio shares ..............................        9,273,245         2,417,325
   Net change in unrealized appreciation (depreciation) of investments in portfolio shares .....        8,806,324       (14,329,631)
- ------------------------------------------------------------------------------------------------------------------------------------
     Net gain (loss) on investments in portfolio shares ........................................       18,079,569       (11,912,306)
- ------------------------------------------------------------------------------------------------------------------------------------
       Net increase in net assets from operations ..............................................    $  35,792,053     $  34,612,576
====================================================================================================================================
</TABLE>


Statements of Changes in Net Assets

For the Years Ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
====================================================================================================================================
                                                                                                         1998              1997
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                 <C>               <C>
Changes from operations:
   Net investment income .......................................................................    $  17,712,484     $  46,524,882
   Net realized gains on sales of investments in portfolio shares ..............................        9,273,245         2,417,325
   Net change in unrealized appreciation (depreciation) of investments in portfolio shares .....        8,806,324       (14,329,631)
- ------------------------------------------------------------------------------------------------------------------------------------
     Net increase in net assets from operations ................................................       35,792,053        34,612,576
- ------------------------------------------------------------------------------------------------------------------------------------
Changes from contract owners' transactions:
   Net contract purchase payments ..............................................................       25,628,081        26,160,248
   Contract redemptions ........................................................................      (34,314,124)      (14,213,522)
   Net transfers ...............................................................................       (8,796,326)        4,514,784
- ------------------------------------------------------------------------------------------------------------------------------------
     Net increase (decrease) in net assets from contract owners' transactions ..................      (17,482,369)       16,461,510
- ------------------------------------------------------------------------------------------------------------------------------------
       Net increase in net assets ..............................................................       18,309,684        51,074,086
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, beginning of year ..................................................................      249,263,883       198,189,797
- ------------------------------------------------------------------------------------------------------------------------------------
         Net assets, end of year (Note 6) ......................................................    $ 267,573,567     $ 249,263,883
====================================================================================================================================
</TABLE>

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


                                                                               5
<PAGE>


GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT C

Notes to Financial Statements

December 31, 1998

================================================================================
(1) General

     Conseco  Variable   Insurance  Company  (formerly  Great  American  Reserve
Insurance  Company  prior to its name change in October 1998)  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.  It is  anticipated  that on May 1, 1999,  a
filing will be made with the  Securities  and Exchange  Commission to change the
name of Great American Reserve Variable Account C to Conseco Variable Account C.
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.  Thereafter,  additional investment options were
offered.

     The  operations  of Account C are  included  in the  operations  of Conseco
Variable  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.

     Currently,  the following  investment options are available (effective date
in parenthesis):

THE ALGER AMERICAN FUND
   Growth Portfolio (May 1, 1997)
   Leveraged AllCap Portfolio (June 1, 1995)
   MidCap Growth Portfolio (May 1, 1997)
   Small Capitalization Portfolio (June 1, 1995)

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
   Income and Growth Fund (May 1, 1998)
   International Fund (May 1, 1997)
   Value Fund (May 1, 1997)

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.
(JUNE 1, 1995)

DREYFUS STOCK INDEX FUND (JUNE 1, 1995)

DREYFUS VARIABLE INVESTMENT FUND (MAY 1, 1998)
   International Value Portfolio
   Disciplined Stock Portfolio

FEDERATED INSURANCE SERIES (JUNE 1, 1995)
   High Income Bond Fund II
   International Equity Fund II
   Utility Fund II

INVESCO VARIABLE INVESTMENT FUNDS, INC. (MAY 1, 1998)
   High Yield Portfolio
   Industrial Income Portfolio

JANUS ASPEN SERIES (JUNE 1, 1995)
   Aggressive Growth Portfolio
   Growth Portfolio
   Worldwide Growth Portfolio

LAZARD RETIREMENT SERIES, INC. (MAY 1, 1998)
   Equity Portfolio
   Small Cap Portfolio

LORD ABBETT SERIES FUND, INC. (MAY 1, 1998)
   Growth and Income Portfolio

MITCHELL HUTCHINS SERIES TRUST (MAY 1, 1998)
   Growth and Income Portfolio

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

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

STRONG OPPORTUNITY FUND II, Inc. (MAY 1, 1997)

VAN ECK WORLDWIDE INSURANCE TRUST
   Worldwide Bond Fund (June 1, 1995)
   Worldwide Emerging Markets Fund (June 1, 1996)
   Worldwide Hard Assets Fund (June 1,1995)
   Worldwide Real Estate Fund (May 1, 1998)

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and  the  reported  increases  and  decreases  in  net  assets  from
operations during the reporting  period.  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 the valuation date.

Federal Income Taxes

     No provision  for federal  income  taxes has been made in the  accompanying
financial  statements  because the  operations  of Account C are included in the
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.


6
<PAGE>


GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT C

Notes to Financial Statements (continued)

December 31, 1998

================================================================================
(2)  Summary of Significant Accounting Policies
     (Continued)

Annuity Reserves

     Deferred annuity contract  reserves are comprised of net contract  purchase
payments less  redemptions  and benefits.  These reserves are adjusted daily for
the net  investment  income  and net  realized  gains  (losses)  and  unrealized
appreciation (depreciation) on investments.

     Annuity  payment  reserves for contracts  under which  contract  owners are
receiving periodic retirement payments are computed according to the Progressive
Annuity  Mortality Table and the 1983 Group Annuity Mortality Table. The assumed
net investment  rate is equal to the assumed rate of  accumulation.  The annuity
unit values for periodic retirement payments are as follows:

                                                  December 31,      December 31,
                                                     1998              1997
- --------------------------------------------------------------------------------
Conseco Series Trust:
   Asset Allocation ............................    $1.043             $0.999

   Common Stock
     Qualified .................................     7.308              6.600
     Nonqualified ..............................     6.766              6.111
   Corporate Bond
     Qualified .................................     5.012              4.934
     Nonqualified ..............................     5.016              4.937
   Money Market
     Qualified .................................     1.019              1.012
Dreyfus Stock Index Fund .......................     1.097                N/A
Janus Aspen Worldwide Growth ...................     1.660              0.999
================================================================================

(3)  Purchases and Sales of Investments in
     Portfolio Shares

     The aggregate  cost of purchases of  investments  in portfolio  shares were
$63,530,550  and  $80,455,901  for the years ended  December  31, 1998 and 1997,
respectively.  The  aggregate  proceeds from sales of  investments  in portfolio
shares were  $63,152,626  and  $17,579,585 for the years ended December 31, 1998
and 1997, respectively.

     (4)  Deductions and Expenses

     Although periodic  retirement payments to contract owners vary according to
the investment performance of the portfolios,  such payments are not affected by
mortality or expense  experience  because the Company  assumes the mortality and
expense risks under the contracts.

     The  mortality  risk  assumed by the Company  results from the life annuity
payment  option in the  contracts  in which the Company  agrees to make  annuity
payments regardless of how long a particular annuitant or other payee lives. The
annuity  payments  are  determined  in  accordance  with annuity  purchase  rate
provisions  established  at the  time the  contracts  are  issued.  Based on the
actuarial  determination of expected mortality,  the Company is required to fund
any deficiency in the annuity payment reserves from its general account assets.

     The expense risk assumed by the Company is the risk that the deductions for
sales and  administrative  expenses may prove  insufficient  to cover the actual
sales and administrative expenses.

     The Company deducts daily from Account C a fee, which is equal on an annual
basis to 1.00 percent of the daily value of the total  investments of Account C,
for  assuming  the  mortality  and expense  risks  except for the Common  Stock,
Corporate  Bond,  and Money Market  portfolios of the Conseco Series Trust which
the fees are 0.64 percent,  0.74 percent and 0.99 percent,  respectively.  These
fees were  $1,827,897  and  $1,556,503 for the years ended December 31, 1998 and
1997, respectively.

     Pursuant to an agreement  between  Account C and the Company  (which may be
terminated  by  the  Company  at any  time),  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. This fee
is recorded as a  redemption  in the  accompanying  Statement  of Changes of Net
Assets.  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. Sales and administrative charges were $597,806 and $226,805 for
the years ended December 31, 1998 and 1997, 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, 1998:
- --------------------------------------------------------------------------------
Proceeds from the sales of units since organization,
   less cost of units redeemed ................................     $ 62,371,700
Undistributed net investment income ...........................      138,040,184
Undistributed net realized gains on sales of investments ......       45,389,205
Net unrealized appreciation of investments ....................       21,772,478
- --------------------------------------------------------------------------------
     Net assets ...............................................     $267,573,567
================================================================================


                                                                               7
<PAGE>


Report of Independent Accountants

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

To The Board of Directors  of Conseco  Variable  Insurance  Company and Contract
Owners of Great American Reserve Variable Annuity Account C

     In our opinion,  the  accompanying  statement of assets and liabilities and
the  related  statements  of  operations  and of changes  in net assets  present
fairly, in all material  respects,  the financial position of the Great American
Reserve Variable Annuity Account C (the "Account") at December 31, 1998, and the
results of its  operations and the changes in its net assets for each of the two
years in the period then ended, in conformity with generally accepted accounting
principles.  These financial  statements are the responsibility of the Account's
management;  our  responsibility  is to express  an  opinion on these  financial
statements  based on our  audits.  We  conducted  our audits of these  financial
statements  in accordance  with  generally  accepted  auditing  standards  which
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,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.  We believe that our audits,  which included
confirmation  of portfolio  shares owned at December 31, 1998 by  correspondence
with the custodians, provide a reasonable basis for the opinion expressed above.


/s/PricewaterhouseCoopers LLP

Indianapolis, Indiana
February 10, 1999>>




                        REPORT OF INDEPENDENT ACCOUNTANTS




To the Shareholders and Board of Directors
Conseco Variable Insurance Company

     In our opinion,  the accompanying  balance sheet and the related statements
of  operations,  shareholder's  equity and cash  flows  present  fairly,  in all
material respects,  the financial position of Conseco Variable Insurance Company
(the "Company") at December 31, 1998 and 1997, and the results of its operations
and its cash flows for each of the three years in the period ended  December 31,
1998,  in  conformity  with  generally  accepted  accounting  principles.  These
financial  statements are the  responsibility of the Company's  management;  our
responsibility  is to express an opinion on these financial  statements based on
our audits.  We conducted  our audits of these  statements  in  accordance  with
generally accepted auditing standards which 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,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  and evaluating the overall  financial  statement  presentation.  We
believe  that our audits  provide a reasonable  basis for the opinion  expressed
above.




                                                   /s/PricewaterhouseCoopers LLP
                                                   PricewaterhouseCoopers LLP

Indianapolis, Indiana
March 30, 1999



                                       F-1





<TABLE>
<CAPTION>
                       CONSECO VARIABLE INSURANCE COMPANY

                                  BALANCE SHEET
                           December 31, 1998 and 1997
                              (Dollars in millions)

                                     ASSETS


                                                                                            1998              1997
                                                                                            ----             ----
Investments:
    Actively managed fixed maturities at fair value (amortized cost:
<S>    <C>    <C>       <C>    <C>                                                       <C>                <C>     
       1998 - $1,520.5; 1997 - $1,705.2)...............................................  $1,524.1           $1,734.0
    Equity securities at fair value (cost: 1998 - $46.0 million; 1997 - $25.1 million).      45.7               25.4
    Mortgage loans.....................................................................     110.2              146.1
    Policy loans.......................................................................      79.6               80.6
    Other invested assets .............................................................     103.1               62.8
    Short-term investments.............................................................      48.4               49.5
    Assets held in separate accounts...................................................     696.4              402.1
                                                                                       ----------         ----------

          Total investments............................................................   2,607.5            2,500.5


Accrued investment income..............................................................      30.5               30.5
Cost of policies purchased.............................................................      98.0              106.4
Cost of policies produced..............................................................      82.5               55.9
Reinsurance receivables................................................................      22.2               21.9
Goodwill (net of accumulated amortization: 1998 - $14.7; 1997 - $13.2).................      46.7               48.2
Other assets...........................................................................      24.3                8.3
                                                                                       -----------      ------------

          Total assets.................................................................  $2,911.7           $2,771.7
                                                                                         ========           ========
</TABLE>




                            (continued on next page)



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

                                       F-2






                       CONSECO VARIABLE INSURANCE COMPANY

                            BALANCE SHEET (Continued)
                           December 31, 1998 and 1997
                 (Dollars in millions, except per share amount)


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


                                                                                            1998             1997
                                                                                            ----             ----
<S>                                                                                         <C>              <C>
Liabilities:
    Insurance liabilities:

       Interest sensitive products.....................................................  $1,365.2           $1,522.1
       Traditional products............................................................     246.2              248.3
       Claims payable and other policyholder funds.....................................      62.6               62.5
       Liabilities related to separate accounts........................................     696.4              402.1
    Income tax liabilities.............................................................      37.5               44.2
    Investment borrowings..............................................................      65.7               61.0
    Other liabilities..................................................................      33.0               14.6
                                                                                       -----------       -----------

            Total liabilities..........................................................   2,506.6            2,354.8
                                                                                        ---------          ---------

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 gains of fixed maturity securities (net of applicable deferred
          income taxes:  1998 - $.5; 1997 - $4.4)......................................       1.0                8.2
       Unrealized gains (losses) of other investments (net of applicable deferred
          income taxes:  1998 - $(.9); 1997 - $.3).....................................      (1.8)                .5
    Retained earnings..................................................................      25.1               27.4
                                                                                       -----------       -----------

            Total shareholder's equity.................................................     405.1              416.9
                                                                                       ----------         ----------

            Total liabilities and shareholder's equity.................................  $2,911.7           $2,771.7
                                                                                         ========           ========
</TABLE>

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



                                       F-3






                       CONSECO VARIABLE INSURANCE COMPANY

<TABLE>
<CAPTION>
                             STATEMENT OF OPERATIONS
              for the years ended December 31, 1998, 1997 and 1996
                              (Dollars in millions)


                                                                         1998              1997            1996
                                                                         ----              ----            ----
<S>                                                                     <C>              <C>               <C>
Revenues:

    Insurance policy income..........................................   $  73.6          $  75.7           $  81.4
    Net investment income............................................     198.0            222.6             218.4
    Net investment gains.............................................      18.5             13.3               2.7
                                                                       --------         --------         ---------

          Total revenues.............................................     290.1            311.6             302.5
                                                                        -------          -------           -------

Benefits and expenses:
    Insurance policy benefits........................................     170.6            191.0             180.6
    Amortization.....................................................      33.6             27.1              20.3
    Other operating costs and expenses...............................      38.7             32.2              60.5
                                                                       --------         --------          --------

          Total benefits and expenses................................     242.9            250.3             261.4
                                                                        -------          -------           -------

          Income before income taxes.................................      47.2             61.3              41.1

Income tax expense...................................................      16.6             22.1              15.4
                                                                       --------         --------          --------

          Net income.................................................   $  30.6          $  39.2           $  25.7
                                                                        =======          =======           =======
</TABLE>

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


                                       F-4







                       CONSECO VARIABLE INSURANCE COMPANY

<TABLE>
<CAPTION>
                        STATEMENT OF SHAREHOLDER'S EQUITY
              for the years ended December 31, 1998, 1997 and 1996
                              (Dollars in millions)

                                                                            Common stock       Accumulated other
                                                                           and additional        comprehensive     Retained
                                                              Total        paid-in capital       income (loss)     earnings
                                                              -----        ---------------       -------------     --------

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

   Comprehensive income, net of tax:
     Net income............................................     30.6             -                    -              30.6
     Change in unrealized appreciation (depreciation) of
       securities (net of applicable income taxes of $(5.1))    (9.5)            -                   (9.5)            -
                                                            --------

         Total comprehensive income........................     21.1

   Dividends on common stock...............................    (32.9)            -                    -             (32.9)
                                                             -------      ----------          -----------          ------

Balance, December 31, 1998.................................   $405.1          $380.8             $    (.8)         $ 25.1
                                                              ======          ======             ========          ======
</TABLE>


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


                                       F-5









<TABLE>
<CAPTION>
                       CONSECO VARIABLE INSURANCE COMPANY

                             STATEMENT OF CASH FLOWS
              for the years ended December 31, 1998, 1997 and 1996
                              (Dollars in millions)


                                                                         1998              1997             1996
                                                                         ----              ----             ----
<S>                                                                  <C>               <C>             <C>
Cash flows from operating activities:

   Net income........................................................$       30.6      $    39.2       $      25.7
     Adjustments to reconcile net income to net
       cash provided by operating activities:
         Amortization................................................        43.0           27.1              20.3
         Income taxes................................................        (1.2)           6.7              (3.9)
         Insurance liabilities.......................................       120.0           95.2             112.5
         Accrual and amortization of investment income.................       1.6             .3               3.1
         Deferral of cost of policies produced  .......................     (35.3)         (31.8)            (13.2)
         Investment gains..............................................     (18.5)         (13.3)             (2.7)
         Other.........................................................     (38.3)        (4.6)             (8.8)
                                                                         ---------     ----------      ------------

         Net cash provided by operating activities...................       101.9         118.8             133.0
                                                                       -----------      --------       -----------

Cash flows from investing activities:
   Sales of investments..............................................     1,185.0         755.2             988.9
   Maturities and redemptions........................................       145.5         150.4             101.7
   Purchases of investments..........................................    (1,420.7)       (923.5)         (1,049.6)
                                                                       ----------        --------         ---------

         Net cash provided (used) by investing activities............       (90.2)        (17.9)             41.0
                                                                       -----------       ---------      ------------

Cash flows from financing activities:
   Deposits to insurance liabilities.................................       400.4         255.9             169.8
   Investment borrowings.............................................         4.7          12.6             (35.8)
   Withdrawals from insurance liabilities............................      (385.0)       (302.2)           (267.7)
   Dividends paid on common stock....................................       (32.9)        (32.5)            (44.5)
                                                                       ------------       --------       -----------

         Net cash used by financing activities.......................       (12.8)        (66.2)           (178.2)
                                                                       ------------      ---------        ----------

         Net increase (decrease) in short-term
           investments...............................................        (1.1)         34.7              (4.2)

Short-term investments, beginning of year............................        49.5          14.8              19.0
                                                                     -------------     ---------      ------------

Short-term investments, end of year..................................$       48.4      $   49.5       $      14.8
                                                                     =============      ========       ===========
</TABLE>

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


                                       F-6




                       CONSECO VARIABLE INSURANCE COMPANY

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







1.   SIGNIFICANT ACCOUNTING POLICIES

     Basis of Presentation

     Conseco  Variable   Insurance  Company  ("we"  or  the  "Company")  markets
tax-qualified annuities and certain employee benefit-related  insurance products
through  professional  independent  agents.  Prior to its name change in October
1998,  the Company was named Great American  Reserve  Insurance  Company.  Since
August 1995,  the Company has been a wholly owned  subsidiary  of Conseco,  Inc.
("Conseco"),  a financial  services  holding  company  operating  throughout the
United  States.  Conseco's  life  insurance  subsidiaries  develop,  market  and
administer  supplemental health insurance,  annuity,  individual life insurance,
individual  and group major  medical  insurance  and other  insurance  products.
Conseco's finance subsidiaries  originate,  purchase,  sell and service consumer
and commercial finance loans.

     The following summary explains the accounting  policies we use to arrive at
the more  significant  numbers  in our  financial  statements.  We  prepare  our
financial statements in accordance with generally accepted accounting principles
("GAAP").  We follow  the  accounting  standards  established  by the  Financial
Accounting   Standards  Board,  the  American   Institute  of  Certified  Public
Accountants and the Securities and Exchange Commission.  We reclassified certain
amounts in our 1997 and 1996 financial  statements and notes to conform with the
1998 presentation.

     Investments

     Fixed  maturities  are  securities  that  mature  more than one year  after
issuance and include bonds,  notes  receivable and redeemable  preferred  stock.
Fixed  maturities  that we may sell prior to maturity are classified as actively
managed and are carried at estimated  fair value,  with any  unrealized  gain or
loss,  net  of  tax  and  related  adjustments,   recorded  as  a  component  of
shareholder's  equity.  Fixed maturity  securities that we intend to sell in the
near term are  classified as trading and included in other invested  assets.  We
include any  unrealized  gain or loss on trading  securities  in net  investment
gains.

     Equity securities  include  investments in common stocks and non-redeemable
preferred  stock. We carry these  investments at estimated fair value. We record
any unrealized gain or loss, net of tax and related adjustments,  as a component
of shareholder's equity.

     Mortgage  loans held in our  investment  portfolio are carried at amortized
unpaid balances, net of provisions for estimated losses.

     Policy loans are stated at their current unpaid principal balances.

     Other   invested   assets   include   trading    securities   and   certain
non-traditional investments.  Non-traditional investments include investments in
venture  capital  funds,  limited  partnerships,  mineral  rights and promissory
notes;  we account for them using either the cost method,  or for investments in
partnerships over whose operations the Company exercises significant  influence,
the equity method.

     Short-term  investments  include commercial paper,  invested cash and other
investments  purchased with maturities of less than three months.  We carry them
at amortized cost,  which  approximates  their estimated fair value. We consider
all short-term investments to be cash equivalents.

     We defer any fees received or costs incurred when we originate  investments
(primarily  mortgage loans). We amortize fees, costs,  discounts and premiums as
yield  adjustments over the contractual  lives of the  investments.  We consider
anticipated  prepayments on mortgage-backed  securities in determining estimated
future yields on such securities.


                                       F-7




                       CONSECO VARIABLE INSURANCE COMPANY

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


     When we sell a  security  (other  than a trading  security),  we report the
difference between our sale proceeds and its amortized cost (determined based on
specific identification) as an investment gain or loss.



     We regularly  evaluate  all of our  investments  based on current  economic
conditions, credit loss experience and other investee-specific  developments. If
there is a decline  in a  security's  net  realizable  value  that is other than
temporary,  we treat it as a  realized  loss and  reduce  our cost  basis of the
security to its estimated fair value.

     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 that may arise out of any
other  business of the  Company.  We report  separate  account  assets at market
value; the underlying  investment risks are assumed by the contract holders.  We
record  the  related  liabilities  at amounts  equal to the market  value of the
underlying assets.

     Cost of Policies Produced

     The costs that vary with,  and are  primarily  related  to,  producing  new
insurance  business  are referred to as cost of policies  produced.  We amortize
these costs using the interest rate credited to the  underlying  policy;  (I) in
relation  to  the  estimated   gross   profits  for   universal   life-type  and
investment-type  products;  or (ii) in  relation to future  anticipated  premium
revenue for other products.

     When we sell  investments  backing our  universal  life or  investment-type
product  business at a gain or loss, we adjust the  amortization  to reflect the
change in future investment yields resulting from the sale (thereby changing the
future  amortization to offset the change in yield).  We also adjust the cost of
policies  produced for the change in amortization  that would have been recorded
if actively  managed  fixed  maturity  securities  had been sold at their stated
aggregate fair value and the proceeds  reinvested at current yields.  We include
the impact of this  adjustment  in net  unrealized  appreciation  (depreciation)
within shareholder's equity.

     Each year, we evaluate the recoverability of the unamortized balance of the
cost of policies produced.  We consider estimated future gross profits or future
premiums,  expected mortality or morbidity,  interest earned and credited rates,
persistency and expenses in determining whether the balance is recoverable.

     Cost of Policies Purchased

     The cost assigned to the right to receive  future cash flows from contracts
existing  at the  date of an  acquisition  is  referred  to as cost of  policies
purchased. This balance is amortized, evaluated for recoverability, and adjusted
for the impact of realized and  unrealized  gains (losses) in the same manner as
the cost of policies produced described above.

     Goodwill

     Goodwill is the excess of the amount  paid to acquire the Company  over the
fair value of its net assets. We amortize  goodwill on the  straight-line  basis
over a 40-year period. We continually monitor the value of our goodwill based on
our  estimates  of future  earnings.  We  determine  whether  goodwill  is fully
recoverable  from  projected  undiscounted  net cash  flows  over the  remaining
amortization period. If we were to determine that changes in such projected cash
flows no longer  support  the  recoverability  of  goodwill  over the  remaining
amortization  period,  we would reduce its carrying  value with a  corresponding
charge to expense or  shorten  the  amortization  period (no such  changes  have
occurred).

     Recognition of Insurance Policy Income and Related Benefits and Expenses on
     Insurance Contracts

     Generally,  we  recognize  insurance  premiums  for  traditional  life  and
accident and health contracts as earned over the

                                       F-8




                       CONSECO VARIABLE INSURANCE COMPANY

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


premium-paying periods. We establish reserves for future benefits on a net-level
premium  method  based upon  assumptions  as to  investment  yields,  mortality,
morbidity, withdrawals and dividends. We record premiums for universal life-type
and  investment-type  contracts  that do not involve  significant  mortality  or
morbidity  risk  as  deposits  to  insurance  liabilities.  Revenues  for  these
contracts consist of mortality,  morbidity,  expense and surrender  charges.  We
establish reserves for the estimated present value of the remaining net costs of
all reported and unreported claims.

     Reinsurance

     In the normal course of business,  we seek to limit our exposure to loss on
any single  insured or to certain  groups of policies by ceding  reinsurance  to
other  insurance  enterprises.  We currently  retain no more than $.5 million of
mortality risk on any one policy.  We diversify the risk of reinsurance  loss by
using a number of  reinsurers  that have strong  claims-paying  ratings.  If any
reinsurer  could  not  meet  its  obligations,  the  Company  would  assume  the
liability. The likelihood of a material loss being incurred as the result of the
failure of one of our reinsurers is considered  remote.  The cost of reinsurance
ceded totaled $21.0 million,  $24.2 million and $24.6 million in 1998,  1997 and
1996,  respectively.  Reinsurance  recoveries  netted against  insurance  policy
benefits  totaled $21.8 million,  $14.9 million and $19.4 million in 1998,  1997
and 1996, respectively.

     Income Taxes

     Our  income  tax  expense  includes  deferred  income  taxes  arising  from
temporary  differences  between the tax and financial  reporting bases of assets
and liabilities.  In assessing the realization of deferred income tax assets, we
consider  whether it is more likely than not that the deferred income tax assets
will be realized. The ultimate realization of deferred income tax assets depends
upon  generating  future  taxable  income during the periods in which  temporary
differences  become  deductible.  If future income is not generated as expected,
deferred  income tax assets may need to be written off (no such  write-offs have
occurred).

     Investment Borrowings

     As part of our investment  strategy,  we may enter into reverse  repurchase
agreements and dollar-roll  transactions to increase our investment return or to
improve  our  liquidity.   We  account  for  these  transactions  as  collateral
borrowings,  where  the  amount  borrowed  is  equal to the  sales  price of the
underlying   securities.   Reverse  repurchase  agreements  involve  a  sale  of
securities and an agreement to repurchase the same securities at a later date at
an agreed-upon price. Dollar rolls are similar to reverse repurchase  agreements
except that, with dollar rolls, the repurchase involves securities that are only
substantially the same as the securities sold. We account for these transactions
as short-term collateralized borrowings.  Such borrowings averaged approximately
$66.0 million  during 1998  (compared  with an average of $90.4  million  during
1997)  and  were  collateralized  by  investment  securities  with  fair  values
approximately  equal to the loan value.  The weighted  average  interest rate on
short-term  collateralized borrowings was 4.4 percent in both 1998 and 1997. The
primary risk  associated  with  short-term  collateralized  borrowings is that a
counterparty  will be unable to  perform  under the terms of the  contract.  Our
exposure is limited to the excess of the net replacement  cost of the securities
over the value of the  short-term  investments  (such excess was not material at
December 31, 1998). We believe the  counterparties to our reverse repurchase and
dollar-roll  agreements are financially  responsible  and that the  counterparty
risk is minimal.

     Use of Estimates

     When we prepare  financial  statements  in  conformity  with  GAAP,  we are
required to make estimates and  assumptions  that  significantly  affect various
reported  amounts of assets and  liabilities,  and the  disclosure of contingent
assets and liabilities at the date of the financial  statements and revenues and
expenses during the reporting periods. For example, we use significant estimates
and  assumptions in calculating  values for the cost of policies  produced,  the
cost of policies  purchased,  goodwill,  liabilities  for  insurance and deposit
products, liabilities related to litigation,  guaranty fund assessment accruals,
gain on sale of finance  receivables  and deferred  income taxes.  If our future
experience  differs  materially  from  these  estimates  and  assumptions,   our
financial statements could be affected.


                                       F-9




                       CONSECO VARIABLE INSURANCE COMPANY

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

     Fair Values of Financial Instruments


     We use the  following  methods and  assumptions  to determine the estimated
fair values of financial instruments:

     Investment securities.  For fixed maturity securities (including redeemable
     preferred stocks) and for equity and trading securities, we use quotes from
     independent pricing services,  where available.  For investment  securities
     for which  such  quotes are not  available,  we use  values  obtained  from
     broker-dealer  market makers or by discounting  expected  future cash flows
     using a current market rate appropriate for the yield, credit quality,  and
     (for fixed  maturity  securities)  the  maturity  of the  investment  being
     priced.

     Short-term  investments.  We use quoted market prices.  The carrying amount
     for these instruments approximates their estimated fair value.

     Mortgage loans and policy loans. We discount future expected cash flows for
     loans  included  in  our  investment  portfolio  based  on  interest  rates
     currently  being offered for similar loans to borrowers with similar credit
     ratings.   We  aggregate   loans  with  similar   characteristics   in  our
     calculations.

     Other invested  assets.  We use quoted market prices,  where available.
     When quotes are not  available,  we assume a market value equal to carrying
     value.

     Insurance liabilities for investment contracts. We discount future expected
     cash flows  based on interest  rates  currently  being  offered for similar
     contracts with similar maturities.

     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.

     Here are the estimated fair values of our financial instruments:

<TABLE>
<CAPTION>
                                                                              1998                           1997
                                                                   -----------------------   ------------------------------------
                                                                   Carrying           Fair       Carrying            Fair
                                                                    Amount            Value       Amount             Value
                                                                                        (Dollars in millions)
<S>                                                                <C>             <C>           <C>                 <C>
Financial assets:
   Actively managed fixed maturities............................   $1,524.1        $1,524.1      $1,734.0        $1,734.0
   Equity securities ...........................................       45.7            45.7          25.4            25.4
   Mortgage loans...............................................      110.2           119.0         146.1           154.6
   Policy loans.................................................       79.6            79.6          80.6            80.6
   Other invested assets........................................      103.1           103.1          62.8            62.8
   Short-term investments.......................................       48.4            48.4          49.5            49.5

Financial liabilities:
   Insurance liabilities for investment contracts (1)...........    1,036.0         1,036.0       1,177.5         1,177.5
   Investment borrowings........................................       65.7            65.7          61.0            61.0
<FN>
(1)  The estimated fair value of the  liabilities  for investment  contracts was
     approximately  equal to its  carrying  value at December 31, 1998 and 1997.
     This was because  interest  rates  credited on the vast majority of account
     balances  approximate current rates paid on similar  investment  contracts
     and because  these rates are not generally  guaranteed  beyond one year. We
     are not required to disclose fair values for insurance  liabilities,  other
     than those for investment  contracts.  However,  we take into consideration
     the  estimated  fair  values of all  insurance  liabilities  in our overall
     management  of  interest  rate risk.  We attempt to  minimize  exposure  to
     changing interest rates by matching investment  maturities with amounts due
     under insurance contracts.
</FN>
</TABLE>

     Recently Issued Accounting Standards

     Statement  of  Financial  Accounting  Standards  No. 133,  "Accounting  for
Derivative Instruments and Hedging Activities" ("SFAS  133")  was  issued  in
June  1998.  SFAS  133  requires  all  derivative instruments to be recorded on
the balance sheet at estimated fair value. Changes in the fair value of
derivative  instruments  are to be  recorded  each  period either in current
earnings or other comprehensive income, depending on whether a derivative is
designated  as part of a hedge  transaction  and, if it is, on the type of hedge
transaction. SFAS 133 is effective for year 2000. We are currently evaluating
the impact of SFAS 133; at present,  we do not believe it will have a material
effect on our financial position or results of operations.


                                      F-10




                       CONSECO VARIABLE INSURANCE COMPANY

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


2.   INVESTMENTS:

       At December 31, 1998,  the  amortized  cost and  estimated  fair value of
actively managed fixed maturities and equity securities were as follows:

<TABLE>
<CAPTION>
                                                                                        Gross         Gross      Estimated
                                                                         Amortized   unrealized    unrealized      fair
                                                                           cost         gains        losses        value
                                                                           ----         -----        ------        -----
                                                                        (Dollars in millions)
<S>                                                                     <C>             <C>          <C>       <C>
Investment grade:
   Corporate securities................................................ $   860.4       $20.7        $15.0     $   866.1
   United States Treasury securities and obligations of
     United States government corporations and agencies................      26.9          .8           .2          27.5
   States and political subdivisions...................................      17.3          .3          -            17.6
   Debt securities issued by foreign governments.......................      11.7         -             .8          10.9
   Mortgage-backed securities .........................................     487.4         8.0          1.2         494.2
Below-investment grade (primarily corporate securities)................     116.8         1.2         10.2         107.8
                                                                       ----------     -------       ------    ----------

     Total actively managed fixed maturities...........................  $1,520.5       $31.0        $27.4      $1,524.1
                                                                         ========       =====        =====      ========

Equity securities......................................................$     46.0     $    .8       $  1.1    $     45.7
                                                                       ==========     =======       ======    ==========
</TABLE>

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

<TABLE>
<CAPTION>
                                                                                        Gross         Gross      Estimated
                                                                         Amortized   unrealized    unrealized      fair
                                                                           cost         gains        losses        value
                                                                           ----         -----        ------        -----
                                                                                         (Dollars in millions)
<S>                                                                     <C>             <C>         <C>        <C>
Investment grade:
   Corporate securities................................................ $   955.8       $28.3       $  5.3     $   978.8
   United States Treasury securities and obligations of
     United States government corporations and agencies................      28.0          .7          -            28.7
   States and political subdivisions...................................      20.4         1.1           .1          21.4
   Debt securities issued by foreign governments.......................      13.5          .1           .7          12.9
   Mortgage-backed securities .........................................     551.6         8.6           .4         559.8
Below-investment grade (primarily corporate securities)................     135.9         1.8          5.3         132.4
                                                                       ----------     -------      -------    ----------

     Total actively managed fixed maturities...........................  $1,705.2       $40.6        $11.8      $1,734.0
                                                                         ========       =====        =====      ========

Equity securities......................................................$     25.1     $    .5      $    .2    $     25.4
                                                                       ==========     =======      =======    ==========
</TABLE>

     Net  unrealized   gains   (losses)  on  actively   managed  fixed  maturity
investments  included in shareholders'  equity as of December 31, 1998 and 1997,
were as follows:

<TABLE>
<CAPTION>
                                                                                                        1998       1997
                                                                                                        ----       ----
                                                                                                     (Dollars in millions)

<S>                                                                                                    <C>         <C>
Net unrealized gains on actively managed fixed maturity investments..................................  $  3.6      $  28.8
Adjustments to cost of policies purchased and cost of policies produced..............................    (2.1)       (16.2)
Deferred income tax benefit..........................................................................     (.5)        (4.4)
                                                                                                      -------     --------
       Net unrealized gain on actively managed fixed maturity investments...........................   $  1.0     $    8.2
                                                                                                        ======     ========
</TABLE>


                                      F-11




                       CONSECO VARIABLE INSURANCE COMPANY

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


     The following  table sets forth the amortized cost and estimated fair value
of actively  managed  fixed  maturities  at December  31, 1998,  by  contractual
maturity.  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.  Most of the  mortgage-backed  securities  shown below
provide for periodic payments throughout their lives.

<TABLE>
<CAPTION>
                                                                                                                 Estimated
                                                                                                 Amortized         fair
                                                                                                   cost            value
                                                                                                   ----            -----
                                                                                                     (Dollars in millions)

<S>                                                                                             <C>           <C>
Due in one year or less........................................................................ $     14.5    $     14.5
Due after one year through five years..........................................................      132.1         133.4
Due after five years through ten years.........................................................      249.3         245.6
Due after ten years............................................................................      637.2         636.4
                                                                                                ----------    ----------

     Subtotal..................................................................................    1,033.1       1,029.9
Mortgage-backed securities.....................................................................      487.4         494.2
                                                                                                ----------    ----------

        Total actively managed fixed maturities ...............................................   $1,520.5      $1,524.1
                                                                                                  ========      ========
</TABLE>


       Net investment income consisted of the following:

<TABLE>
<CAPTION>
                                                                                          1998         1997         1996
                                                                                          ----         ----         ----
                                                                                               (Dollars in millions)

<S>                                                                                      <C>           <C>         <C>
Actively managed fixed maturity securities...........................................    $118.4        $133.6      $146.4
Equity securities....................................................................       3.2           1.7         1.6
Mortgage loans.......................................................................      12.1          16.4        19.0
Policy loans.........................................................................       5.1           5.4         5.0
Other invested assets................................................................      13.3           7.7         9.8
Short-term investments...............................................................       2.9           3.4         2.3
Separate accounts....................................................................      44.1          55.7        35.6
                                                                                       --------      --------    --------

    Gross investment income..........................................................     199.1         223.9       219.7
Investment expenses..................................................................       1.1           1.3         1.3
                                                                                      ---------     ---------   ---------

       Net investment income.........................................................    $198.0        $222.6      $218.4
                                                                                         ======        ======      ======
</TABLE>

     The Company had no  significant  fixed  maturity  investments  and mortgage
loans that were not accruing investment income in 1998, 1997 and 1996.











                                      F-12




                       CONSECO VARIABLE INSURANCE COMPANY

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



     Investment  gains (losses),  net of investment  expenses,  were included in
revenue as follows:

<TABLE>
<CAPTION>

                                                                                           1998         1997         1996
                                                                                           ----         ----         ----
                                                                                                (Dollars in millions)
<S>                                                                                     <C>            <C>          <C>
Fixed maturities:
    Gross gains........................................................................ $  34.0        $20.6        $16.6
    Gross losses.......................................................................   (12.4)        (5.1)        (9.2)
    Other than temporary decline in fair value.........................................        -         (.3)         (.2)
                                                                                       -----------  --------      -------

         Net investment gains from fixed maturities before expenses....................    21.6         15.2          7.2

Other..................................................................................      .1          2.2          (.6)
                                                                                       ----------    -------      -------

         Net investment gains before expenses..........................................    21.7         17.4          6.6
Investment expenses....................................................................     3.2          4.1          3.9
                                                                                       ---------     -------      -------

         Net investment gains.......................................................... $  18.5        $13.3       $  2.7
                                                                                        =======        =====       ======
</TABLE>

     At December 31, 1998, the mortgage loan balance was primarily  comprised of
commercial loans.  Approximately 15 percent,  12 percent, 12 percent, 11 percent
and 8 percent  of the  mortgage  loan  balance  were on  properties  located  in
California,  Michigan, Florida, Texas and Georgia,  respectively. No other state
comprised  greater  than 8 percent  of the  mortgage  loan  balance.  Noncurrent
mortgage  loans were  insignificant  at December 31, 1998. At December 31, 1998,
our allowance for loss on mortgage loans was $.8 million.

     Life insurance  companies are required to maintain  certain  investments on
deposit with state regulatory authorities. Such assets had an aggregate carrying
value of $16.1 million at December 31, 1998.

     The Company had no investments in any single entity in excess of 10 percent
of shareholder's  equity at December 31, 1998, other than investments  issued or
guaranteed by the United States government or a United States government agency.
3.   INSURANCE LIABILITIES:


     These liabilities consisted of the following:
<TABLE>
<CAPTION>
                                                                                    Interest
                                                         Withdrawal    Mortality      rate
                                                         assumption   assumption   assumption      1998              1997
                                                         ----------   ----------   ----------      ----              ----
                                                                                                    (Dollars in millions)
<S>                                                       <C>          <C>          <C>             <C>              <C>
   Future policy benefits:
     Interest-sensitive products:

       Investment contracts............................      N/A          N/A         (C)        $1,036.0       $1,177.5
       Universal life-type contracts...................      N/A          N/A         4.8%          329.2          344.6
                                                                                               ----------     ----------

         Total interest-sensitive products.............                                           1,365.2        1,522.1
                                                                                                ---------      ---------
     Traditional products:
       Traditional life insurance contracts............    Company        (a)         7.6%          139.9          142.8
                                                         experience
       Limited-payment contracts.......................     None          (b)         7.6%          106.3          105.5
                                                                                               ----------     ----------

         Total traditional products....................                                             246.2          248.3
                                                                                               ----------     ----------

   Claims payable and other policyholder funds ........      N/A          N/A          N/A           62.6           62.5
   Liabilities related to separate accounts............      N/A          N/A          N/A          696.4          402.1
                                                                                               ----------     ----------

       Total...........................................                                          $2,370.4       $2,235.0
                                                                                                 ========       ========

                                      F-13




                       CONSECO VARIABLE INSURANCE COMPANY

                          Notes to Financial Statements
                         ------------------------------
<FN>
- -------------

(a)  Principally  modifications  of the 1975 - 80  Basic,  Select  and  Ultimate
     Tables.
(b)  Principally  the 1984  United  States  Population  Table  and the NAIC 1983
     Individual Annuitant Mortality Table.

(c)  At  December  31, 1998 and 1997,  approximately  95 percent and 97 percent,
     respectively,  of this liability  represented account balances where future
     benefits are not  guaranteed.  The weighted  average  interest  rate on the
     remainder of the liabilities  representing  the present value of guaranteed
     future benefits was approximately 6 percent at December 31, 1998.

</FN>
</TABLE>

4.   INCOME TAXES:

     Income tax liabilities were comprised of the following:

<TABLE>
<CAPTION>
                                                                                                      1998           1997
                                                                                                      ----           ----
                                                                                                        (Dollars in millions)
Deferred income tax liabilities (assets):
<S>                                                                                               <C>              <C>
    Investments (primarily actively managed fixed maturities)..................................   $    5.4         $  9.8
    Cost of policies purchased and cost of policies produced...................................       56.7           52.2
    Insurance liabilities......................................................................      (28.2)         (19.5)
    Unrealized appreciation (depreciation).....................................................        (.4)           4.7
    Other......................................................................................       (2.2)          (4.0)
                                                                                                  --------         ------

         Deferred income tax liabilities.......................................................       31.3           43.2
Current income tax liabilities (assets)........................................................        6.2            1.0
                                                                                                 ---------        -------

         Income tax liabilities................................................................    $  37.5         $ 44.2
                                                                                                   =======         ======
</TABLE>


       Income tax expense was as follows:
<TABLE>
<CAPTION>
                                                                                               1998       1997       1996
                                                                                               ----       ----       ----
                                                                                                  (Dollars in millions)

<S>                                                                                            <C>        <C>        <C>
Current tax provision.....................................................................     $20.8      $16.3      $10.5
Deferred tax provision (benefit)..........................................................      (4.2)       5.8        4.9
                                                                                              ------    -------    -------
         Income tax expense...............................................................     $16.6      $22.1      $15.4
                                                                                               =====      =====      =====
</TABLE>

     A reconciliation  of the income tax provisions based on the U.S.  statutory
corporate tax rate to the provisions reflected in the statement of operations is
as follows:

<TABLE>
<CAPTION>
                                                                                                1998       1997       1996
                                                                                                ----       ----       ----
                                                                                                   (Dollars in millions)

<S>                                                                                             <C>        <C>        <C>
Tax on income before income taxes at statutory rate.......................................      35.0%      35.0%      35.0%
State taxes...............................................................................       1.0         .7        1.5
Other.....................................................................................       (.8)        .3        1.0
                                                                                                 -----     ------    -------

         Income tax expense...............................................................      35.2%      36.0%      37.5%
                                                                                                ====       ====       ====
</TABLE>

5.   OTHER DISCLOSURES:

     Litigation

     The  Company is involved  on an ongoing  basis in  lawsuits  related to its
operations.  Although the ultimate  outcome of certain of such matters cannot be
predicted,  none of such  lawsuits  currently  pending  against  the  Company is
expected, individually or in the aggregate,  to have a material  adverse effect
on the Company's  financial condition, cash flows or results of operations.

                                      F-14




                       CONSECO VARIABLE INSURANCE COMPANY

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

     Guaranty Fund Assessments

     The balance  sheet at December  31,  1998,  includes:  (i) accruals of $2.4
million,  representing our estimate of all known assessments that will be levied
against the Company by various  state  guaranty  associations  based on premiums
written through  December 31, 1998; and (ii) receivables of $1.9 million that we
estimate  will be  recovered  through a reduction in future  premium  taxes as a
result of such  assessments.  These  estimates  are  subject to change  when the
associations determine more precisely the losses that have occurred and how such
losses will be allocated among the insurance  companies.  We recognized  expense
for such  assessments  of $1.1  million in 1998,  $1.2  million in 1997 and $1.4
million in 1996.

     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) are based on Conseco's  direct and directly  allocable costs plus a 10
percent  margin.  Total fees incurred by the Company under such  agreements were
$37.8 million in 1998, $36.7 million in 1997 and $44.1 million in 1996.

     During 1998 and 1997, the Company purchased $13.0 million and $11.2 million
par value, respectively,  of senior subordinated notes issued by subsidiaries of
Conseco.  Such notes had a carrying  value of $45.5 million and $29.8 million at
December 31, 1998 and 1997, 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.

6.   OTHER OPERATING STATEMENT DATA:

     Insurance policy income consisted of the following:

<TABLE>
<CAPTION>
                                                                                           1998         1997         1996
                                                                                           ----         ----         ----
                                                                                                (Dollars in millions)
<S>                                                                                       <C>           <C>         <C>
Traditional products:

    Direct premiums collected.........................................................    $445.8        $309.6      $241.3
    Reinsurance assumed...............................................................      15.6          14.9         1.7
    Reinsurance ceded.................................................................     (21.0)        (24.2)      (24.6)
                                                                                         -------       -------     -------

          Premiums collected, net of reinsurance......................................     440.4         300.3       218.4
    Less premiums on universal life and products
       without mortality and morbidity risk which are
       recorded as additions to insurance liabilities ................................     400.4         255.9       169.8
                                                                                         -------       -------     -------
          Premiums on traditional products with mortality or morbidity risk,
             recorded as insurance policy income......................................      40.0          44.4        48.6
Fees and surrender charges on interest sensitive products.............................      33.6          31.3        32.8
                                                                                        --------      --------    --------

          Insurance policy income.....................................................   $  73.6       $  75.7     $  81.4
                                                                                         =======       =======     =======
</TABLE>

     The five states with the largest  shares of 1998  collected  premiums  were
Texas (17 percent), Florida (16 percent), California (13 percent), Michigan (7.1
percent) and Indiana (6.2 percent).  No other state  accounted for more than 5.0
percent of total collected premiums.




                                      F-15




                       CONSECO VARIABLE INSURANCE COMPANY

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




     Changes in the cost of policies purchased were as follows:

<TABLE>
<CAPTION>
                                                                                           1998         1997         1996
                                                                                           ----         ----         ----
                                                                                                (Dollars in millions)

<S>                                                                                       <C>          <C>         <C>
Balance, beginning of year............................................................    $106.4       $143.0     $120.0
    Amortization......................................................................     (21.1)      (15.4)      (15.3)
    Amounts related to fair value adjustment of actively managed fixed maturities.....      11.8       (21.2)       36.6
    Other ............................................................................        .9          -          1.7
                                                                                      ----------  -----------   ---------

Balance, end of year..................................................................   $  98.0       $106.4      $143.0
                                                                                         =======       ======      ======
</TABLE>

     Based on current  conditions  and  assumptions  as to future  events on all
policies in force,  the Company expects to amortize  approximately 10 percent of
the December 31, 1998,  balance of cost of policies purchased in 1999, 9 percent
in 2000,  9 percent  in 2001,  8  percent  in 2002 and 8  percent  in 2003.  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.

     Changes in the cost of policies produced were as follows:
<TABLE>
<CAPTION>
                                                                                           1998         1997         1996
                                                                                           ----         ----         ----
                                                                                                (Dollars in millions)

<S>                                                                                      <C>            <C>         <C>
Balance, beginning of year............................................................   $  55.9        $38.2       $24.0
    Additions.........................................................................      35.3         31.8        13.2
    Amortization......................................................................     (11.0)       (10.2)       (3.5)
    Amounts related to fair value adjustment of actively managed fixed maturities.....       2.3         (3.9)        4.5
                                                                                         ---------     -------     -------

Balance, end of year..................................................................   $  82.5        $55.9       $38.2
                                                                                         =======        =====       =====
</TABLE>

7.   STATEMENT OF CASH FLOWS:

     Income taxes paid during 1998,  1997, and 1996,  were $17.1 million,  $14.8
million and $18.1 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.

8.   STATUTORY INFORMATION:

     Statutory  accounting  practices  prescribed  or  permitted  for  insurance
companies by regulatory  authorities differ from generally  accepted  accounting
principles. The Company reported the following amounts to regulatory agencies:

<TABLE>
<CAPTION>
                                                                                     1998            1997
                                                                                     ----            ----
                                                                                      (Dollars in millions)

<S>                                                                                <C>              <C>
   Statutory capital and surplus.................................................. $134.0           $140.7
   Asset valuation reserve........................................................   30.9             29.2
   Interest maintenance reserve...................................................   73.1             68.8
                                                                                  --------        --------

       Total...................................................................... $238.0           $238.7
                                                                                   ======           ======
</TABLE>




                                      F-16




                       CONSECO VARIABLE INSURANCE COMPANY

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



     The  Company's  statutory net income was $32.7  million,  $32.7 million and
$32.6 million in 1998, 1997 and 1996, 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, 1998,  are available  for  distribution  in
1999 without permission of state regulatory authorities.










                                      F-17



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