GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT C, 485APOS, 1999-02-24

GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT C
485APOS, 1999-02-24

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Registration Nos. 33-2460
811-4819

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 17 [X]

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 22 [X]

GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT C
(Exact Name of Registrant)

CONSECO VARIABLE INSURANCE COMPANY
(Name of Depositor)

11825 N. Pennsylvania Street
Carmel, Indiana 46032-4572
(Address of Depositor's Principal Executive Offices)

(317) 817-3700
(Depositor's Telephone Number, including Area Code)

Michael A. Colliflower
Conseco Variable Insurance Company
11825 N. Pennsylvania Street
Carmel, Indiana 46032-4572
(Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate
space):

[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[ ] on (date) pursuant to paragraph (b) of Rule 485
[X] 60 days after filing pursuant to paragraph (a) (1) of Rule 485
[ ] on [date] pursuant to paragraph (a) (1) of Rule 485.

If appropriate, check the following box:

[ ] this post-effective amendment designates a new effective date
for a previously filed post- effective amendment

Title of Securities Registered:
Individual Variable Deferred Annuity Contracts

GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT C

FORM N-4

CROSS REFERENCE SHEET
Pursuant to Rule 495(a)
Under The Securities Act of 1933

<TABLE>
<CAPTION>
Form N-4
Item No. PART A - Prospectus Caption
- - -------- ------------------
<S> <C> <C>
1. Cover Page................................... Cover Page

2. Definitions.................................. Definitions

3. Synopsis or Highlights....................... Summary

4. Condensed Financial Information.............. Appendix - Condensed Financial Information

5. General Description of Registrant,........... Conseco Variable, The Variable
Depositor and Portfolio Companies Account, and Investment Options

6. Deductions and Expense....................... Charges and Deductions

7. General Description of Variable.............. The Contracts
Annuity Contracts

8. Annuity Period .............................. The Contracts
Annuity Provisions

9. Death Benefit................................ The Contracts
Section B. Annuity Provisions: Death Benefit During
the Annuity Period

10. Purchase and Contract Values................. Conseco Variable, The Variable Account, and
Investment Options
The Contracts
Section A. Accumulation Provisions

11. Redemptions.................................. The Contracts
Section B. Annuity Provisions

12. Taxes........................................ Federal Tax Status

13. Legal Proceedings............................ Legal Proceedings

14. Table of Contents of the Statement........... Table of Contents of the Statement
of Additional Information of Additional Information
</TABLE>

<TABLE>
<CAPTION>
Form N-4
Item No.
PART B - Statement of Additional Information
-----------------------------------
<S> <C> <C>
15. Cover Page................................... Statement of Additional Information
Cover Page

16. Table of Contents............................ Table of Contents

17. General Information and History.............. General Information and History

18. Services..................................... Not Applicable

19. Purchase of Securities....................... Not Applicable
Being Offered

20. Underwriters................................. Distribution

21. Calculation of Performance Data.............. Calculation of Yield Quotations, Calculation of
Total Return Quotations, and Other Performance Data

22. Annuity Payments............................. Annuity Provisions

23. Financial Statements......................... Financial Statements
</TABLE>

PART C

Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C of this registration statement.

PART A

CONSECO VARIABLE ANNUITY ACCOUNT C
(formerly Great American Reserve Variable Annuity Account C)
INDIVIDUAL VARIABLE DEFERRED ANNUITY CONTRACTS
offered by
CONSECO VARIABLE INSURANCE COMPANY
(formerly Great American Reserve Insurance Company)

Administrative Office:
11815 N. Pennsylvania Street
Carmel, IN 46032
(317)817-3700

This prospectus describes the individual variable deferred annuity contracts
(Contracts) issued by Conseco Variable Insurance Company (Conseco Variable). One
Contract is a flexible premium payment contract and the other is a single
premium payment contract. Together they are referred to as the "Contract" or
"Contracts", except where otherwise noted. The single premium payment contract
is no longer offered for sale. The Contracts are designed for use in retirement
planning.

You can invest your Purchase Payments in one of the Variable Account Investment
Options listed below. Depending on market conditions, you can make or lose money
in any of these Variable Account Investment Options. You can also invest in the
Conseco Variable Fixed Account.

CONSECO SERIES TRUST
o Balanced Portfolio
o Common Stock Portfolio
o Fixed Income Portfolio
o Government Securities Portfolio
o Money Market Portfolio

THE ALGER AMERICAN FUND
o Alger American Growth Portfolio
o Alger American Leveraged AllCap Portfolio
o Alger American MidCap Growth Portfolio
o Alger American Small Capitalization Portfolio

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
o VP Income & Growth
o VP International
o VP Value

BERGER INSTITUTIONAL PRODUCTS TRUST
o Berger IPT - 100 Fund
o Berger IPT - Growth and Income Fund
o Berger IPT - Small Company Growth Fund
o Berger/BIAM IPT - International Fund

THE DREYFUS SOCIALLY RESPONSIBLE
GROWTH FUND, INC.

DREYFUS STOCK INDEX FUND

DREYFUS VARIABLE INVESTMENT FUND
o Disciplined Stock Portfolio
o International Value Portfolio

FEDERATED INSURANCE SERIES
o Federated High Income Bond Fund II
o Federated International Equity Fund II
o Federated Utility Fund II

INVESCO VARIABLE INVESTMENT FUNDS, INC.
o INVESCO VIF-High Yield Portfolio
o INVESCO VIF-Industrial Income Portfolio

JANUS ASPEN SERIES
o Aggressive Growth Portfolio
o Growth Portfolio
o Worldwide Growth Portfolio

LAZARD RETIREMENT SERIES, INC.
o Lazard Retirement Equity Portfolio
o Lazard Retirement Small Cap Portfolio

LORD ABBETT SERIES FUND, INC.
o Growth and Income Portfolio

MITCHELL HUTCHINS SERIES TRUST
o Growth and Income Portfolio

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
o Limited Maturity Bond Portfolio
o Partners Portfolio

STRONG OPPORTUNITY FUND II, INC.
o Opportunity Fund II

STRONG VARIABLE INSURANCE FUNDS, INC.
o Growth Fund II

VAN ECK WORLDWIDE INSURANCE TRUST
o Worldwide Bond Fund
o Worldwide Emerging Markets Fund
o Worldwide Hard Assets Fund
o Worldwide Real Estate Fund

Please read this prospectus carefully before investing and keep it on file for
future reference. It contains important information about the individual fixed
and variable annuity contracts issued by Conseco Variable.

To learn more about the Contracts, you can obtain a copy of the Statement of
Additional Information (SAI) dated May 1, 1999. The SAI has been filed with the
Securities and Exchange Commission (SEC) and is legally a part of this
Prospectus. The SEC has a Web site (http://www.sec.gov) that contains the SAI,
material incorporated by reference, and other information regarding companies
that file electronically with the SEC. The Table of Contents of the SAI is on
Page __ of this prospectus. For a free copy of the SAI, call us or write to us
at the address or telephone number given above.

The Contracts:

* are not bank deposits
* are not federally insured
* are not endorsed by any bank or government agency
* are not guaranteed and may be subject to loss of principal

The Securities and Exchange Commission has not approved or disapproved these
securities or determined if this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.

May 1, 1999

Table of Contents

Page

DEFINITIONS.............................
SUMMARY.................................
FEE TABLE...............................
CONSECO VARIABLE, THE VARIABLE ACCOUNT
INVESTMENT OPTIONS.....................
Conseco Variable.....................
The Variable Account.................
Investment Options...................
Voting Rights.....................
THE CONTRACTS...........................
ACCUMULATION PROVISIONS.................
Purchase Payments....................
Allocation of Purchase Payments......
Accumulation Units ..................
Accumulation Unit Values.............
Transfers............................
Dollar Cost Averaging................
Rebalancing..........................
Sweeps...............................
Withdrawals..........................
Systematic Withdrawal Plan...........
Loans................................
CHARGES AND DEDUCTIONS..................
Withdrawal Charge....................
Administrative Charge................
Mortality and Expense Risk Charge....
Premium Taxes........................
Fund Expenses........................
Other Charges........................
DEATH BENEFITS..........................
RESTRICTIONS UNDER OPTIONAL RETIREMENT
PROGRAMS..............................
RESTRICTIONS UNDER SECTION 403(b) PLANS.
THE ANNUITY PERIOD - SETTLEMENT PROVISIONS.
Electing the Annuity Period and Form
of Annuity..........................
Annuity Options......................
Transfers During the Annuity Period..
Death Benefit Amount During the
Annuity Period......................
OTHER CONTRACT PROVISIONS...............
10 Day Right to Review...............
Ownership............................
FEDERAL TAX STATUS...................
Annuity Contracts in General.........
Qualified and Non-Qualified Contracts
Withdrawals - Non-Qualified
Contracts...........................
Withdrawals - Qualified Contracts....
Withdrawals - Tax-Sheltered
Annuities...........................
Diversification......................
Investor Control.....................
GENERAL MATTERS.........................
Performance Information..............
Year 2000............................
Distribution of Contracts............
Legal Proceedings....................
TABLE OF CONTENTS OF THE SAI............
APPENDIX................................

DEFINITIONS

Accumulation Period: The period before the commencement of Annuity Payments
during which you can make Purchase Payments.

Accumulation Unit: An accounting unit of measure we use to calculate the value
of your Contract during the Accumulation Period.

Annuitant: The named individual upon whose life Annuity Payment are based. The
Annuitant receives the Annuity Payments.

Annuity Payments: A series of income payments we make under an annuity option.

Annuity Period: The period during which we make Annuity Payments.

Contract Owner: The individual, corporation, trust, association, partnership or
other entity entitled to ownership rights under the Contract. The Contract Owner
is also referred to as "you" and "your" in this prospectus.

Contract Value: The total value of your values held under the Contract in each
Investment Option of the Variable Account plus the Fixed Account.

Code: Internal Revenue Code of 1986, as amended.

Fixed Account: The general account of Conseco Variable. You may choose to
allocate Purchase Payments and Contract Value to the Fixed Account. It provides
guaranteed values and periodically adjusted interest rates.

Fund: The underlying mutual funds (or portfolio of a mutual fund) which the
sub-accounts of the Variable Account invest in.

Individual Account: The record we establish to represent your interest in an
Investment Option during the Accumulation Period.

Investment Options: The investment choices available to Contract Owners.

Plan: A voluntary program for an employer that qualifies for special tax
treatment.

Purchase Payments: The premium payments made to Conseco Variable under the terms
of the Contract.

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

Variable Account: The separate account we established known as Conseco Variable
Variable Annuity Account C. Prior to May 1, 1999, it was known as Great American
Reserve Variable Annuity Account C. The Variable Account is divided into
sub-accounts.

SUMMARY

The Contracts: The Contracts described in this prospectus are tax deferred
individual flexible Purchase Payment and single Purchase Payment variable
annuity contracts. Each Contract also offers you a Fixed Account option.
Together they are referred to as the "Contract" or "Contracts", except where
noted otherwise. The single Purchase Payment Contract is no longer offered for
sale.

The Contracts provide for the accumulation of Contract Values and the payment of
annuity benefits on a variable and/or fixed basis. In general, this prospectus
describes only the variable portion of the Contracts. The Contracts may be
available in several states only through certain group retirement plans in those
states.

Retirement Plans: The Contracts may be issued pursuant to plans qualifying for
special income tax treatment under the Code. Examples of the plans qualifying
for special tax treatment are: tax-sheltered annuities (TSAs) and state and
local government deferred compensation plans. (See "Federal Tax Status.")

Purchase Payments: Certain Contracts permit you to make Purchase Payments on a
flexible basis. This means that you can make payments at any time you like
during the Accumulation Period. Other Contracts are single Purchase Payment
Contracts, which means that after you make your initial Purchase Payment, you
cannot add to your Contract.

* The minimum Purchase Payment for the single Purchase Payment Contract is
$10,000.

* The minimum initial Purchase Payment for the flexible Purchase Payment
Contract is $10 and for each subsequent Purchase Payment is $10 per month.

* If your Purchase Payment is more than $500,000, it requires our prior
approval.

Investment Options: You can allocate your Purchase Payment to the Fixed Account
of Conseco Variable or the following Variable Account Investment Options:

CONSECO SERIES TRUST
o Balanced Portfolio (formerly known as Asset Allocation Portfolio)
o Common Stock Portfolio
o Fixed Income Portfolio (formerly known as Corporate Bond Portfolio)
o Government Securities Portfolio
o Money Market Portfolio

THE ALGER AMERICAN FUND
o Alger American Growth Portfolio
o Alger American Leveraged AllCap Portfolio
o Alger American MidCap Growth Portfolio
o Alger American Small Capitalization Portfolio

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
o VP Income & Growth
o VP International
o VP Value

BERGER INSTITUTIONAL PRODUCTS TRUST
o Berger IPT - 100 Fund
o Berger IPT - Growth and Income Fund
o Berger IPT - Small Company Growth Fund
o Berger/BIAM IPT - International Fund

THE DREYFUS SOCIALLY RESPONSIBLE
GROWTH FUND, INC.

DREYFUS STOCK INDEX FUND

DREYFUS VARIABLE INVESTMENT FUND
o Disciplined Stock Portfolio
o International Value Portfolio

FEDERATED INSURANCE SERIES
o Federated High Income Bond Fund II
o Federated International Equity Fund II
o Federated Utility Fund II

INVESCO VARIABLE INVESTMENT FUNDS, INC.
o INVESCO VIF-High Yield Portfolio
o INVESCO VIF-Industrial Income Portfolio

JANUS ASPEN SERIES
o Aggressive Growth Portfolio
o Growth Portfolio
o Worldwide Growth Portfolio

LAZARD RETIREMENT SERIES, INC.
o Lazard Retirement Equity Portfolio
o Lazard Retirement Small Cap Portfolio

LORD ABBETT SERIES FUND, INC.
o Growth and Income Portfolio

MITCHELL HUTCHINS SERIES TRUST
o Growth and Income Portfolio

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
o Limited Maturity Bond Portfolio
o Partners Portfolio

STRONG OPPORTUNITY FUND II, INC.
o Opportunity Fund II

STRONG VARIABLE INSURANCE FUNDS, INC.
o Growth Fund II

VAN ECK WORLDWIDE INSURANCE TRUST
o Worldwide Bond Fund
o Worldwide Emerging Markets Fund
o Worldwide Hard Assets Fund
o Worldwide Real Estate Fund

The portion of your Contract Value allocated to the Variable Account Investment
Options will reflect the investment performance of the Funds you select.

Transfers: During the Accumulation Period, you may make transfers among the
Variable Account Investment Options and from the Variable Account Investment
Options to the Fixed Account Investment Option without charge. Subject to
certain limitations, you may also transfer amounts from the Fixed Account
Investment Option to the Variable Account Investment Options. You may also make
transfers under certain programs we offer known as the dollar cost averaging
program, sweep program, and rebalancing. During the Annuity Period, you may not
make transfers from a variable annuity to a fixed annuity or from a fixed
annuity to a variable annuity. Conseco Variable may impose certain additional
limitations on transfers.

Withdrawals: You may make withdrawals from your Contract. We may impose a
withdrawal charge and an administrative fee (annual contract fee) when you make
a withdrawal. You may also make withdrawals pursuant to the systematic
withdrawal plan. A withdrawal may be subject to income taxes and tax penalties.
In addition, certain restrictions apply to withdrawals from TSA Contracts.

Loans: Under certain circumstances, you may make loans from your Contract.

Death Benefit: Generally, if the Owner, a Co-Owner, a joint Owner or the
Annuitant dies during the Accumulation Period, Conseco Variable will pay a death
benefit (less any outstanding loans) to the beneficiary.

Annuity Payments: We offer a variety of fixed and variable annuity options which
you can select to receive your Annuity Payments. Your Annuity Payments will
begin during the Annuity Period. You can select the date when Annuity Payments
begin, the frequency of the payments and the annuity option.

Ten-Day Review: If you cancel the Contract within 10 days after receiving it (or
whatever period is required in your state) we will refund your Purchase Payment.

Taxes: For TSA Contracts, you can only make withdrawals of amounts attributable
to contributions you made pursuant to a salary reduction agreement (as defined
in the Code) under the following circumstances:

(i) when you attain age 59 1/2

(ii) when you separate from service;

(iii) when you die;

(iv) when you become disabled;

(v) in the case of hardship; or

(vi) made pursuant to a qualified domestic relations order, if otherwise
permitted.

Withdrawals for hardship are restricted to a portion of the Contract Owner's
Contract Value which represents contributions made by the Owner and does not
include any investment results.

Your earnings are not taxed until you take them out. If you take money out
during the Accumulation Period, earnings come out first and are taxed as income.
If you are younger than 59 1/2 when you take money out, you may be charged a 10%
federal tax penalty on the earnings. The Contract provides that if the Annuitant
dies during the Accumulation Period, we will pay a death benefit to the
beneficiary. Such payments upon the death of the Annuitant who is not the
Contract Owner (as in the case of certain non-qualified Contracts), do not
qualify for the death of Contract Owner exception to the ten percent
distribution penalty unless the beneficiary is 59 1/2 or one of the other
exceptions to the penalty applies.

Payments during the Annuity Period are considered partly a return of your
original investment. That part of each payment is not taxable as income. If your
Contract was purchased under a tax-qualified plan, your payments may be fully
taxable.

Charges and Deductions:

* Each year Conseco Variable deducts an Annual Contract Fee from your
Contract. The amount of the fee is equal to $20 for flexible Purchase
Payment Contracts and $25 for single Purchase Payment Contracts.

* Conseco Variable deducts a Mortality and Expense Risk Fee which is equal,
on an annual basis, to 1.00% of the average daily net assets of the
Variable Account.

* If you take money out of the Contract, Conseco Variable may assess a
deferred sales load which varies depending on whether you own a flexible
premium or single premium Contract and how long your Contract has been
outstanding. The charge ranges from 8% (7% for single premium Contracts )in
the first year to 0% after 8 years (5 years for single premium Contracts).

* You may be assessed a premium tax charge which generally ranges from
0%-3.5%, depending on the state.

* As with other professionally managed investments, there are also investment
charges which currently range from ___% to ___%, on an annual basis, of the
average daily value of the portfolio, depending upon the Variable Account
Investment Option you select.

CONSECO VARIABLE ANNUITY ACCOUNT C FEE TABLE

CONTRACT OWNER TRANSACTION EXPENSES (1)

Flexible Single
Purchase Payment Purchase Payment
Contract Contract

Sales Load Imposed on Purchases......... None None
Deferred Sales Load (as a percentage of amount redeemed)(2)

CONTRACT YEAR CHARGE
1............................ 8.00% 7.00%
2............................ 7.00% 6.00%
3............................ 6.00% 5.00%
4............................ 5.00% 4.00%
5............................ 4.00% 3.00%
6............................ 3.00% 0.00%
7............................ 2.00% 0.00%
8............................ 1.00% 0.00%
Thereafter................... 0.00% 0.00%

Surrender Fees......................... None None
Exchange Fee........................... None None

Annual Contract Fee.................... $20 $25

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

(1) Premium taxes are not shown. Any premium tax due may be deducted from
Purchase Payments or from Contract Values at the time Annuity Payments
begin or at such other time based on our sole discretion. The current range
of premium taxes in jurisdictions in which we make the Contracts available
is from 0% to 3.5%.

(2) You can make a withdrawal once in any calendar year of 10% of the total
Contract Value of a flexible Purchase Payment Contract without payment of a
deferred sales load. You can withdraw 10% of the Contract Value of the
single Purchase Payment Contract without payment of a deferred sales load
each year beginning with the second Contract year (see "Withdrawal
Charges").

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

<TABLE>
<CAPTION>
Annual Fund Expenses
(as a percentage of the average daily net assets of a portfolio)

TOTAL ANNUAL
OTHER EXPENSES PORTFOLIO
(AFTER EXPENSE EXPENSES
REIMBURSEMENT (AFTER EXPENSE
MANAGEMENT 12b-1 FOR CERTAIN REIMBURSEMENT FOR
FEES FEES PORTFOLIOS) CERTAIN PORTFOLIOS)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CONSECO SERIES TRUST (1)
Balanced
Portfolio (2) 0.55% -- 0.20% 0.75%
Common Stock
Portfolio (2) 0.60% -- 0.20% 0.80%
Fixed Income
Portfolio 0.50% -- 0.20% 0.70%
Government Securities
Portfolio 0.50% -- 0.20% 0.70%
Money Market
Portfolio (2) 0.25% -- 0.20% 0.45%

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

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
VP Income & Growth 0.70% -- 0.00% 0.70%
VP International 1.50% -- 0.00% 1.50%
VP Value 1.00% -- 0.00% 1.00%

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(12) All figures are annualized. Expenses of the Worldwide Real Estate Fund,
which commenced operation in June 1997, are being assumed by the Fund's
investment adviser. Without such assumption, Worldwide Real Estate Fund's
Management Fee would be 1.00%, Other Expenses would be 3.88% and Total
Expenses would be 4.88%. Other Expenses of Worldwide Real Estate Fund are
an estimate which assumes $80 million in average daily net assets, and may
be greater or less than those shown. Prior to April 30, 1997, Worldwide
Hard Assets Fund was named Gold and Natural Resources Fund. Other Expenses
of Worldwide Hard Assets Fund are net of soft dollar credits. Without such
credits, Other Expenses would have been 0.18% and Total Expenses would have
been 1.18%. Other Expenses of Worldwide Emerging Markets Fund are net of
the reduction of the Fund's operating fees in connection with a fee
arrangement, based on cash balances left on deposit with the custodian, and
net of the waiver or assumption by the Fund's investment adviser of certain
fees and expenses. Without such fee arrangement and, to a lesser extent,
the waiver/assumption, Other Expenses would have been 0.34% and Total
Expenses would have been 1.34%. The Fund's investment adviser is no longer
waiving or assuming fees and expenses. Conseco Variable has guaranteed
certain expenses not to exceed a total of 1.44% on an annual basis of the
average annual net assets of the Conseco Series Trust Common Stock, Fixed
Income and Money Market Portfolios that is equal to the same charges that
would have been imposed under the Contracts had the Combination not
occurred (see "Charges and Deductions - Expense Guarantee Agreement").

EXAMPLES:

* Please remember that the examples should not be considered a representation
of past or future expenses. Actual expenses may be greater or less than
those shown. Similarly, the 5% annual rate of return is not an estimate or
a guarantee of future investment performance.

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

* The above table reflects estimates of expenses of the Variable Account and
the Funds. The table and examples assume the highest deductions possible
under a Contract, whether or not such deductions actually would be made
under your Contract.

* Annual contract charges have been approximated as a .05% annual asset
charge.

FLEXIBLE PURCHASE PAYMENT CONTRACT
- ----------------------------------

You would pay the following expenses on a $1,000 investment, assuming a 5%
annual return on assets:

<TABLE>
<CAPTION>
Example 1 - If you surrender the Contract at the end of the time periods:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CONSECO SERIES TRUST
Balanced Portfolio
Common Stock Portfolio
Fixed Income Portfolio
Government Securities
Portfolio
Money Market Portfolio

THE ALGER AMERICAN FUND
Alger American Growth
Portfolio
Alger American Leveraged
AllCap Portfolio
Alger American MidCap
Growth Portfolio
Alger American Small
Capitalization Portfolio

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
VP Income and Growth
VP International
VP Value

BERGER INSTITUTIONAL PRODUCTS TRUST
Berger IPT - 100 Fund
Berger IPT - Growth and
Income Fund
Berger IPT - Small Company
Growth Fund
Berger/BIAM IPT -
International Fund

THE DREYFUS SOCIALLY RESPONSIBLE
GROWTH FUND, INC

DREYFUS STOCK INDEX FUND

DREYFUS VARIABLE INVESTMENT FUND, INC.
Disciplined Stock Portfolio
International Value Portfolio

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

INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF - High Yield
Portfolio
INVESCO VIF - Industrial
Income Portfolio

JANUS ASPEN SERIES
Aggressive Growth Portfolio
Growth Portfolio
Worldwide Growth Portfolio

LAZARD RETIREMENT SERIES, INC.
Lazard Retirement Equity
Portfolio
Lazard Retirement Small
Cap Portfolio

LORD ABBETT SERIES FUND, INC.
Growth and Income Portfolio

MITCHELL HUTCHINS SERIES TRUST
Growth and Income Portfolio

NEUBERGER & BERMAN ADVISERS
MANAGEMENT TRUST
Limited Maturity Bond
Portfolio
Partners Portfolio

STRONG OPPORTUNITY FUND II, INC.
Opportunity Fund II

STRONG VARIABLE INSURANCE
FUNDS, INC.
Growth Fund II

VAN ECK WORLDWIDE INSURANCE TRUST
Worldwide Bond Fund
Worldwide Emerging
Markets Fund
Worldwide Hard Assets Fund
Worldwide Real Estate Fund
</TABLE>

EXAMPLE 2- If you elect to annuitize your Contract:

THE ALGER AMERICAN FUND
Alger American Growth
Portfolio
Alger American Leveraged
AllCap Portfolio
Alger American MidCap
Growth Portfolio
Alger American Small
Capitalization Portfolio

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
VP Income and Growth
VP International
VP Value

BERGER INSTITUTIONAL PRODUCTS TRUST
Berger IPT - 100 Fund
Berger IPT - Growth and
Income Fund
Berger IPT - Small Company
Growth Fund
Berger/BIAM IPT -
International Fund

THE DREYFUS SOCIALLY RESPONSIBLE
GROWTH FUND, INC.

DREYFUS STOCK INDEX FUND

DREYFUS VARIABLE INVESTMENT FUND, INC.
Disciplined Stock Portfolio
International Value Portfolio

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

INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF - High Yield
Portfolio
INVESCO VIF - Industrial
Income Portfolio

JANUS ASPEN SERIES
Aggressive Growth Portfolio
Growth Portfolio
Worldwide Growth Portfolio

LAZARD RETIREMENT SERIES, INC.
Lazard Retirement Equity
Portfolio
Lazard Retirement Small
Cap Portfolio

LORD ABBETT SERIES FUND, INC.
Growth and Income Portfolio

MITCHELL HUTCHINS SERIES TRUST
Growth and Income Portfolio

NEUBERGER & BERMAN ADVISERS
MANAGEMENT TRUST
Limited Maturity Bond
Portfolio
Partners Portfolio

STRONG OPPORTUNITY FUND II, INC.
Opportunity Fund II

STRONG VARIABLE INSURANCE
FUNDS, INC.
Growth Fund II

VAN ECK WORLDWIDE INSURANCE TRUST
Worldwide Bond Fund
Worldwide Emerging
Markets Fund
Worldwide Hard Assets Fund
Worldwide Real Estate Fund
</TABLE>

EXAMPLE 3-If you do not surrender your Contract at the end of each time
period:

THE ALGER AMERICAN FUND
Alger American Growth
Portfolio
Alger American Leveraged
AllCap Portfolio
Alger American MidCap
Growth Portfolio
Alger American Small
Capitalization Portfolio

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
VP Income and Growth
VP International
VP Value

BERGER INSTITUTIONAL PRODUCTS TRUST
Berger IPT - 100 Fund
Berger IPT - Growth and
Income Fund
Berger IPT - Small Company
Growth Fund
Berger/BIAM IPT -
International Fund

THE DREYFUS SOCIALLY RESPONSIBLE
GROWTH FUND, INC

DREYFUS STOCK INDEX FUND

DREYFUS VARIABLE INVESTMENT FUND, INC.
Disciplined Stock Portfolio
International Value Portfolio

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

INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF - High Yield
Portfolio
INVESCO VIF - Industrial
Income Portfolio

JANUS ASPEN SERIES
Aggressive Growth Portfolio
Growth Portfolio
Worldwide Growth Portfolio

LAZARD RETIREMENT SERIES, INC.
Lazard Retirement Equity
Portfolio
Lazard Retirement Small
Cap Portfolio

LORD ABBETT SERIES FUND, INC.
Growth and Income Portfolio

MITCHELL HUTCHINS SERIES TRUST
Growth and Income Portfolio

NEUBERGER & BERMAN ADVISERS
MANAGEMENT TRUST
Limited Maturity Bond
Portfolio
Partners Portfolio

STRONG OPPORTUNITY FUND II, INC.
Opportunity Fund II

STRONG VARIABLE INSURANCE
FUNDS, INC.
Growth Fund II

VAN ECK WORLDWIDE INSURANCE TRUST
Worldwide Bond Fund
Worldwide Emerging
Markets Fund
Worldwide Hard Assets Fund
Worldwide Real Estate Fund
</TABLE>

SINGLE PURCHASE PAYMENT CONTRACT
- --------------------------------

You would pay the following expenses on a $1,000 investment, assuming a 5%
annual return on assets:

<TABLE>
<CAPTION>
Example 1 - If you surrender the Contract at the end of the time periods:

THE ALGER AMERICAN FUND
Alger American Growth
Portfolio
Alger American Leveraged
AllCap Portfolio
Alger American MidCap
Growth Portfolio
Alger American Small
Capitalization Portfolio

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
VP Income and Growth
VP International
VP Value

BERGER INSTITUTIONAL PRODUCTS TRUST
Berger IPT - 100 Fund
Berger IPT - Growth and
Income Fund
Berger IPT - Small Company
Growth Fund
Berger/BIAM IPT -
International Fund

THE DREYFUS SOCIALLY RESPONSIBLE
GROWTH FUND, INC.

DREYFUS STOCK INDEX FUND

DREYFUS VARIABLE INVESTMENT FUND, INC.
Disciplined Stock Portfolio
International Value Portfolio

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

INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF - High Yield
Portfolio
INVESCO VIF - Industrial
Income Portfolio

JANUS ASPEN SERIES
Aggressive Growth Portfolio
Growth Portfolio
Worldwide Growth Portfolio

LAZARD RETIREMENT SERIES, INC.
Lazard Retirement Equity
Portfolio
Lazard Retirement Small
Cap Portfolio

LORD ABBETT SERIES FUND, INC.
Growth and Income Portfolio

MITCHELL HUTCHINS SERIES TRUST
Growth and Income Portfolio

NEUBERGER & BERMAN ADVISERS
MANAGEMENT TRUST
Limited Maturity Bond
Portfolio
Partners Portfolio

STRONG OPPORTUNITY FUND II, INC.
Opportunity Fund II

STRONG VARIABLE INSURANCE
FUNDS, INC.
Growth Fund II

VAN ECK WORLDWIDE INSURANCE TRUST
Worldwide Bond Fund
Worldwide Emerging
Markets Fund
Worldwide Hard Assets Fund
Worldwide Real Estate Fund
</TABLE>

EXAMPLE 2- If you elect to annuitize your Contract:

THE ALGER AMERICAN FUND
Alger American Growth
Portfolio
Alger American Leveraged
AllCap Portfolio
Alger American MidCap
Growth Portfolio
Alger American Small
Capitalization Portfolio

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
VP Income and Growth
VP International
VP Value

BERGER INSTITUTIONAL PRODUCTS TRUST
Berger IPT - 100 Fund
Berger IPT - Growth and
Income Fund
Berger IPT - Small Company
Growth Fund
Berger/BIAM IPT -
International Fund

THE DREYFUS SOCIALLY RESPONSIBLE
GROWTH FUND, INC.

DREYFUS STOCK INDEX FUND

DREYFUS VARIABLE INVESTMENT FUND, INC.
Disciplined Stock Portfolio
International Value Portfolio

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

INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF - High Yield
Portfolio
INVESCO VIF - Industrial
Income Portfolio

JANUS ASPEN SERIES
Aggressive Growth Portfolio
Growth Portfolio
Worldwide Growth Portfolio

LAZARD RETIREMENT SERIES, INC.
Lazard Retirement Equity
Portfolio
Lazard Retirement Small
Cap Portfolio

LORD ABBETT SERIES FUND, INC.
Growth and Income Portfolio

MITCHELL HUTCHINS SERIES TRUST
Growth and Income Portfolio

NEUBERGER & BERMAN ADVISERS
MANAGEMENT TRUST
Limited Maturity Bond
Portfolio
Partners Portfolio

STRONG OPPORTUNITY FUND II, INC.
Opportunity Fund II

STRONG VARIABLE INSURANCE
FUNDS, INC.
Growth Fund II

VAN ECK WORLDWIDE INSURANCE TRUST
Worldwide Bond Fund
Worldwide Emerging
Markets Fund
Worldwide Hard Assets Fund
Worldwide Real Estate Fund
</TABLE>

EXAMPLE 3-If you do not surrender your Contract at the end of each time
period:

THE ALGER AMERICAN FUND
Alger American Growth
Portfolio
Alger American Leveraged
AllCap Portfolio
Alger American MidCap
Growth Portfolio
Alger American Small
Capitalization Portfolio

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
VP Income and Growth
VP International
VP Value

BERGER INSTITUTIONAL PRODUCTS TRUST
Berger IPT - 100 Fund
Berger IPT - Growth and
Income Fund
Berger IPT - Small Company
Growth Fund
Berger/BIAM IPT -
International Fund

THE DREYFUS SOCIALLY RESPONSIBLE
GROWTH FUND, INC.

DREYFUS STOCK INDEX FUND

DREYFUS VARIABLE INVESTMENT FUND, INC.
Disciplined Stock Portfolio
International Value Portfolio

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

INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF - High Yield
Portfolio
INVESCO VIF - Industrial
Income Portfolio

JANUS ASPEN SERIES
Aggressive Growth Portfolio
Growth Portfolio
Worldwide Growth Portfolio

LAZARD RETIREMENT SERIES, INC.
Lazard Retirement Equity
Portfolio
Lazard Retirement Small
Cap Portfolio

LORD ABBETT SERIES FUND, INC.
Growth and Income Portfolio

MITCHELL HUTCHINS SERIES TRUST
Growth and Income Portfolio

NEUBERGER & BERMAN ADVISERS
MANAGEMENT TRUST
Limited Maturity Bond
Portfolio
Partners Portfolio

STRONG OPPORTUNITY FUND II, INC.
Opportunity Fund II

STRONG VARIABLE INSURANCE
FUNDS, INC.
Growth Fund II

VAN ECK WORLDWIDE INSURANCE TRUST
Worldwide Bond Fund
Worldwide Emerging
Markets Fund
Worldwide Hard Assets Fund
Worldwide Real Estate Fund
</TABLE>

There is Accumulation Unit value history (Condensed Financial Information)
contained in the Appendix.

CONSECO VARIABLE, THE VARIABLE ACCOUNT AND INVESTMENT OPTIONS

CONSECO VARIABLE

Conseco Variable Insurance Company ("Conseco Variable" or the "Company") was
originally organized in 1937. Prior to October 7, 1998, the Company was known as
Great American Reserve Insurance Company. In certain states, we may continue to
use the name Great American Reserve Insurance Company until our name change is
approved in that state. The Company is principally engaged in the life insurance
business in 49 states and the District of Columbia. Conseco Variable is a stock
company organized under the laws of the state of Texas and is an indirect
wholly-owned subsidiary of Conseco, Inc. Conseco, Inc. is a publicly owned
financial services organization headquartered in Carmel, Indiana. Through its
subsidiaries, Conseco, Inc. is one of the nation's leading providers of
supplemental health insurance, retirement annuities and universal life
insurance.

Contract Owner Inquiries:

You should direct any inquiries you have regarding your Individual Account, the
Contracts, or any related matter to the Company's Variable Annuity Department at
the address and telephone number shown under "Administrative Office" on page 1
of this Prospectus.

Financial Statements

The financial statements of Conseco Variable and the Variable Account are
contained in the Statement of Additional Information. You should consider the
financial statements of Conseco Variable only as bearing upon the ability of
Conseco Variable to meet its obligations under the Contracts. Neither the assets
of Conseco Variable nor those of any company in the Conseco Variable group of
companies other than Conseco Variable support these obligations.

THE VARIABLE ACCOUNT

The Variable Account was originally established in 1980 by Voyager Life
Insurance Company. The Variable Account is registered with the SEC as a unit
investment trust under the Investment Company Act of 1940 (the "1940 Act").

At a combined Special Meeting held on December 14, 1992, the Contract Owners and
participants in the Variable Account, Great American Reserve Variable Annuity
Account Fund ("Annuity Fund") and Great American Reserve Variable Annuity
Account D ("Account D") approved an Agreement and Plan of Reorganization and the
reorganization (the "Combination") of the Variable Account, Annuity Fund, and
Account D. On May 1, 1993, the effective date of the Combination, Variable
Account, Annuity Fund and Account D were combined and restructured into a single
continuing unit investment trust separate account investing exclusively in
shares of the Conseco Series Trust, and the Variable Account became the
continuing separate account. Also on May 1, 1993, all of the sub-account assets
of the Variable Account, including those of Annuity Fund and Account D, were
sold, assigned and transferred to the Common Stock, Fixed Income (formerly
Corporate Bond) and Money Market Portfolios of Conseco Series Trust. In exchange
for such assets, shares of the Common Stock, Fixed Income and Money Market
Portfolios were issued to the Common Stock sub-Account, Fixed Income sub-Account
and Money Market sub-Account of restructured Variable Account, respectively.

The respective interests of Contract Owners and participants immediately after
the Combination were equal to their former interests in the Variable Account,
Annuity Fund or Account D, as the case may be, immediately before the
Combination. Prior to the Combination, Variable Account, Annuity Fund and
Account D had been operated by Conseco Variable as managed separate accounts
investing directly in securities. As a result of the Combination, the Variable
Account invests in shares of Conseco Series Trust. The Variable Account also
invests in shares of other Funds.

Prior to May 1, 1999, the Variable Account was known as Great American Reserve
Variable Annuity Account C. Registration under the 1940 Act does not involve the
supervision by the SEC of the management or investment policies or practices of
the Variable Account. The Variable Account is regulated by the Insurance
Department of Texas. Regulation by the state, however, does not involve any
supervision of the Variable Account, except to determine compliance with broad
statutory criteria.

The assets of the Variable Account are held in Conseco Variable's name on behalf
of the Variable Account and legally belong to Conseco Variable. However, those
assets that underlie the Contracts are not available to be used to pay the
liabilities arising out of any other business Conseco Variable may conduct. All
the income, gains and losses (realized or unrealized) resulting from these
assets are credited to or charged against the Contracts and not against any
other Contracts Conseco Variable may issue.

The Variable Account is divided into sub-accounts. Each sub-account invests in
shares of one of the Funds.

Conseco Variable has also reserved the right, subject to compliance with the law
as currently applicable or subsequently changed,

(a) to operate the Variable Account in any form permitted under the 1940
Act or in any other form permitted by law;

(b) to take any action necessary to comply with or obtain and continue any
exemptions from the 1940 Act or to comply with any other applicable law;

(c) to transfer any assets in any sub-account to another sub-account, or to
one or more separate investment accounts, or to Conseco Variable's Fixed
Account; or to add, combine or remove sub-accounts in the Variable Account; and

(d) to change the way Conseco Variable assesses charges, so long as the
aggregate amount is not increased beyond that currently charged to the Variable
Account and the portfolios in connection with the Contract.

INVESTMENT OPTIONS

The Contract offers 40 Variable Account Investment Options which are listed
below. You bear the investment risk for amounts you allocate to the Variable
Account Investment Options. We may make additional Investment Options available
in the future.

Shares of the Funds are also offered in connection with certain variable annuity
contracts and variable life insurance policies of various life insurance
companies which may or may not be affiliated with Conseco Variable. Certain
Funds are also sold directly to qualified plans. The Funds believe that offering
their shares in this manner will not be disadvantageous to you.

Conseco Variable may enter into certain arrangements under which it is
reimbursed by the Funds' advisers, distributors and/or affiliates for the
administrative services which it provides to the Funds.

YOU SHOULD READ THE PROSPECTUSES FOR THESE FUNDS CAREFULLY BEFORE INVESTING.
COPIES OF THESE PROSPECTUSES ARE ATTACHED TO THIS PROSPECTUS. CERTAIN PORTFOLIOS
CONTAINED IN THE FUND PROSPECTUSES MAY NOT BE AVAILABLE WITH YOUR CONTRACT.

CONSECO SERIES TRUST

Conseco Series Trust is a mutual fund with multiple portfolios. Conseco Series
Trust is managed by Conseco Capital Management, Inc. The following portfolios
are available under the Contract:

Balanced Portfolio (formerly known as Asset Allocation Portfolio)
Common Stock Portfolio
Fixed Income Portfolio (formerly known as Corporate Bond Portfolio)
Government Securities Portfolio
Money Market Portfolio

THE ALGER AMERICAN FUND

The Alger American Fund is a mutual fund with multiple portfolios. Fred Alger
Management, Inc. serves as the investment adviser. The following portfolios are
available under the Contract:

Alger American Growth Portfolio
Alger American Leveraged AllCap Portfolio
Alger American MidCap Growth Portfolio
Alger American Small Capitalization Portfolio

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

American Century Variable Portfolios, Inc. is a series of funds managed by
American Century Investment Management, Inc. The following portfolios are
available under the Contract:

VP Income & Growth
VP International
VP Value (long-term capital growth with income as a secondary objective)

BERGER INSTITUTIONAL PRODUCTS TRUST

Berger Institutional Products Trust is a mutual fund with multiple portfolios.
Berger Associates, Inc. is the investment adviser to all portfolios except the
Berger/BIAM IPT--International Fund. BBOI Worldwide, LLC is the adviser to the
Berger/BIAM IPT--International Fund. The following portfolios are available
under the Contract:

Berger IPT--100 Fund (long-term capital appreciation)
Berger IPT--Growth and Income Fund
Berger IPT--Small Company Growth Fund
Berger/BIAM IPT--International Fund

THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.

The Dreyfus Socially Responsible Growth Fund, Inc. is managed by The Dreyfus
Corporation. Dreyfus has hired NCM Capital Management Group, Inc. to serve as
sub-investment adviser and to provide day-to-day management of the Fund's
investments.

DREYFUS STOCK INDEX FUND

The Dreyfus Corporation serves as the Fund's manager. Dreyfus has hired its
affiliate, Mellon Equity Associates, to serve as the Fund's index fund manager
and to provide day-to-day management of the Fund's investments.

DREYFUS VARIABLE INVESTMENT FUND

The Dreyfus Variable Investment Fund is a mutual fund with multiple portfolios.
The Dreyfus Corporation serves as the investment adviser. The following
portfolios are available under the Contract:

Disciplined Stock Portfolio (seeks to outperform the total return
performance of the Standard & Poor's 500 Composite Stock Price Index)
International Value Portfolio

FEDERATED INSURANCE SERIES

Federated Insurance Series is a mutual fund with multiple portfolios. Federated
Advisers is the investment adviser. The following portfolios are available under
the Contract:

Federated High Income Bond Fund II
Federated International Equity Fund II
Federated Utility Fund II

INVESCO VARIABLE INVESTMENT FUNDS, INC.

INVESCO Variable Investment Funds, Inc. is a mutual fund with multiple
portfolios. INVESCO Funds Group, Inc. is the investment adviser. The following
portfolios are available under the Contract:

INVESCO VIF - High Yield Portfolio
INVESCO VIF - Industrial Income Portfolio (seeks high current income with
capital appreciation as a secondary goal)

JANUS ASPEN SERIES

The Janus Aspen Series is a mutual fund with multiple portfolios which are
advised by Janus Capital Corporation. The following portfolios are available
under the Contract:

Aggressive Growth Portfolio
Growth Portfolio
Worldwide Growth Portfolio

LAZARD RETIREMENT SERIES, INC.

Lazard Retirement Series, Inc. is a mutual fund with multiple portfolios. Lazard
Asset Management, a division of Lazard Freres & Co., LLC, is the investment
manager for each portfolio. The following portfolios are available under the
Contract:

Lazard Retirement Equity Portfolio
Lazard Retirement Small Cap Portfolio

LORD ABBETT SERIES FUND, INC.

Lord Abbett Series Fund, Inc. is a mutual fund managed by Lord, Abbett & Co. The
following portfolio is available under the Contract:

Growth and Income Portfolio

MITCHELL HUTCHINS SERIES TRUST

Mitchell Hutchins Series Trust is a mutual fund with multiple portfolios.
Mitchell Hutchins Asset Management, Inc. provides advisory and administrative
services to the Fund. The following portfolio is available under the Contract:

Growth and Income Portfolio

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST

Each portfolio of Neuberger & Berman Advisers Management Trust invests in a
corresponding series of Advisers Managers Trust. All series of Advisers Managers
Trust are managed by Neuberger & Berman Management Incorporated. The following
are available under the Contract:

Limited Maturity Bond Portfolio
Partners Portfolio (capital growth)

STRONG OPPORTUNITY FUND II, INC.

Strong Opportunity Fund II is a mutual fund managed by Strong Capital
Management, Inc. The following portfolio is available under the Contract:

Opportunity Fund II (capital growth)

STRONG VARIABLE INSURANCE FUNDS, INC.

Strong Variable Insurance Funds, Inc. is a mutual fund with multiple series.
Strong Capital Management, Inc. serves as the investment adviser. The following
series is available under the Contract:

Growth Fund II

VAN ECK WORLDWIDE INSURANCE TRUST

Van Eck Worldwide Insurance Trust is a mutual fund with multiple portfolios
which are managed by Van Eck Associates Corporation. The following portfolios
are available under the Contract:

Worldwide Bond Fund
Worldwide Emerging Markets Fund
Worldwide Hard Assets Fund
Worldwide Real Estate Fund

VOTING RIGHTS

Conseco Variable is the legal owner of the Fund shares. However, Conseco
Variable believes that when a Fund solicits proxies in conjunction with a vote
of shareholders, it is required to obtain from you and other owners instructions
as to how to vote those shares. When we receive those instructions, we will vote
all of the shares we own in proportion to those instructions. If we determine
that we are no longer required to comply with the above, we will vote the shares
in our own right without obtaining instructions from you. We have provided a
further discussion of voting rights in the Statement of Additional Information.

Fixed Account

The Fixed Account is not registered with the SEC because of certain exemptive
and exclusionary provisions. Conseco Variable has been advised that the staff of
the SEC has not reviewed the disclosure in this Prospectus relating to the Fixed
Account. The disclosure may, however, be subject to certain generally applicable
provisions of the federal securities laws relating to the accuracy and
completeness of statements made in prospectuses.

Purchase Payments and transfers to the Fixed Account become part of the general
account of Conseco Variable. You can transfer Contract Values between the Fixed
and Variable Accounts, but the transfers are subject to the following:

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

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

3. You may not make transfers from the Fixed Account once Annuity Payments
begin.

The mortality and expense risk charge does not apply to values allocated to the
Fixed Account.

If you buy the Contract as a TSA or under certain other qualified plans, the
Contract may contain a provision that allows you to take a loan against the
Contract Value you have allocated to the Fixed Account. Loan provisions are
described in detail in your Contract.

THE CONTRACTS

The Contracts, like all deferred annuity contracts, have two phases: the
Accumulation Period and the Annuity Period. When you are making Purchase
Payments to the Contract, it is called the Accumulation Period. During the
Accumulation Period, earnings accumulate on a tax deferred basis and are taxed
as income when you make a withdrawal. When you begin receiving Annuity Payments
from the Contract, it switches to the Annuity Period.

There are two types of Contracts described in this prospectus:

(1) flexible Purchase Payment deferred annuity contracts under which
Purchase Payments can be made at intervals you desire, but are usually made on
an annual, semi-annual, quarterly or monthly basis, under which Annuity Payments
to the Annuitant begin at a point of time in the future, and

(2) single Purchase Payment deferred annuity contracts under which a single
Purchase Payment is made, under which Annuity Payments to the Annuitant begin at
a point of time in the future. The Single Purchase Payment Contract is no longer
offered for sale.

ACCUMULATION PROVISIONS

Purchase Payments

The flexible Purchase Payment Contracts have a minimum initial Purchase Payment
requirement of $10 and subsequent Purchase Payment requirement of $10 per month.
Purchase Payments in excess of $500,000 may be made only with our approval and
will be subject to such terms and conditions as we may require. The amount of a
Purchase Payment may be increased or decreased at any time, and submission of a
Purchase Payment different from the previous one will automatically effect such
a change.

The single Purchase Payment Contracts require a minimum Purchase Payment of
$10,000 with additional Contracts in amounts of not less than $5,000.

You can make Purchase Payments to Conseco Variable at its Administrative Office.
Conseco Variable must approve each application. When Conseco Variable accepts
your application, it will issue you a Contract and allocate your Purchase
Payment as described below.

Allocation of Purchase Payments

You may elect to have Purchase Payments accumulate:

(a) on a fully variable basis, which means they are invested in the sub-
accounts of the Variable Account (Variable Account Investment Options);

(b) on a fully fixed basis, which means they are invested in our general
account and receive a periodically adjusted interest rate guaranteed by
Conseco Variable (Fixed Account); or

You may request to change your allocation of future Purchase Payments 30 days
after either we establish your Individual Account, or 30 days after you have
made a prior change in allocation.

Once we receive your Purchase Payment and the necessary information, we will
issue your Contract and allocate your first Purchase Payment within 2 business
days. If you do not provide us all of the information needed, we will contact
you. If for some reason we are unable to complete this process within 5 business
days, we will either send back your money or get your permission to keep it
until we get all of the necessary information.

If you add more money to your Contract by making additional Purchase Payments,
we will credit these amounts to your Contract within one business day. Our
business day closes when the New York Stock Exchange closes, usually 4:00 P.M.
Eastern time.

Accumulation Units

We credit Purchase Payments that you allocate to the sub-accounts with
Accumulation Units. We do this at the end of the Valuation Period when we
receive your Purchase Payment at our Administrative Office. We determine the
number of Accumulation Units credited to your Contract by dividing the Purchase
Payment amount by the value of an Accumulation Unit at the end of that Valuation
Period. We value Accumulation Units for each sub-account separately.

Accumulation Unit Values

Every day we determine the value of an Accumulation Unit for each of the sub-
accounts by multiplying the Accumulation Unit value for the previous Valuation
Period by a factor for the current Valuation Period. The factor is determined
by:

1. dividing the value of a Fund share at the end of the current Valuation
Period (and any charges for taxes) by the value of a Fund share for the previous
Valuation Period; and

2. subtracting the daily amount of the mortality and expense risk fee.

The value of an Accumulation Unit may go up or down from Valuation Period to
Valuation Period. There is no guarantee that the value of your Individual
Account will equal or exceed the Purchase Payments you have made.

We will tell you at least once each year the number of Accumulation Units which
we credited to your Individual Account, the current Accumulation Unit values and
the value of your Individual Account.

Transfers

During the Accumulation Period, you may make transfers from one sub-account to
another sub-account and/or to the Fixed Account. Except with our permission, you
can only make a transfer once in any 30-day period. You can only make one
transfer from the Fixed Account in any 6 month period of no more than 20% of the
Fixed Account value can be transferred at one time. You can make transfers
between sub-accounts and changes in allocations in writing or by telephone (if
you have completed a telephone authorization request).

How You Can Make Transfers:

Transfers must be made by written authorization from you or from the person
acting on your behalf as an attorney-in-fact under a power-of-attorney if
permitted by state law. You must request telephone transfers on forms we
provide. By authorizing Conseco Variable to accept telephone transfer
instructions, you agree to accept and be bound by the conditions and procedures
established by Conseco Variable from time to time. We have instituted reasonable
procedures to confirm that any instructions communicated by telephone are
genuine. We will record all telephone calls and will ask the caller to produce
your personalized data prior to our initiating any transfer requests by
telephone. Additionally, as with other transactions, you will receive a written
confirmation of your transfer. If reasonable procedures are employed, neither
Conseco Variable nor Conseco Equity Sales, Inc. will be liable for following
telephone instructions which it reasonably believes to be genuine.

Transfer requests received by Conseco Variable before the close of trading on
the New York Stock Exchange (currently 4:00 p.m. Eastern time) will be initiated
at the close of business that day. If we receive a request later it will be
initiated at the close of the next business day.

Dollar Cost Averaging

Conseco Variable offers a Dollar Cost Averaging (DCA) program which enables you
to transfer values from the Fixed Account or Money Market sub-account to another
Investment Option on a predetermined and systematic basis. The DCA program
allows you to make investments in equal installments over time in an effort to
potentially reduce the risk of market fluctuations. There is no guarantee that
this will happen.

Rebalancing

Rebalancing is a program, which if elected, permits you to pre-authorize
periodic automatic transfers during the Accumulation Period among the
sub-accounts pursuant to your written instructions. The transfers under this
program are made to maintain a particular percentage allocation among the sub-
accounts you select. Any amount you have in the Fixed Account will not be
transferred pursuant to the rebalancing program. You must have at least $5,000
of Contract Value to have transfers made pursuant to this program. Transfers
must be in whole percentages in one (1%) percent allocation increments. The
maximum number of sub-accounts you can use for rebalancing is 15. You can
request that rebalancing occur quarterly, semi-annually or annually on a date
you select. There is no fee for participating in the program. Conseco Variable
reserves the right to terminate, modify or suspend the rebalancing program at
any time.

Sweeps

Sweeps is a program which provides for the automatic transfer of the earnings
from the Fixed Account into another Investment Option on a periodic and
systematic basis.

Withdrawals

The Contract permits you to withdraw all or a portion of the Contract Value at
any time before the commencement of Annuity Payments (subject to any
restrictions of the Code). We will determine the value of the Contract as of the
date we receive a written request for a withdrawal at our Administrative Office
or a later date you specify in the request. The redemption payment will be the
value of Accumulation Units then credited to the Individual Account under the
Contract less applicable withdrawal charges, any outstanding loans and
applicable administrative fees. With respect to any Individual Account value or
portion thereof which has been applied to provide Annuity Payments, Conseco
Variable will continue to make Annuity Payments under the option you selected
until its obligations to make such payments terminates.

For certain qualified Contracts, your withdrawal rights may be restricted and
may require the consent of your spouse as required under the Code.

If you have amounts allocated to more than one Investment Option, a request for
a partial withdrawal must specify the manner in which the amount redeemed is to
be allocated between the Investment Options.

Withdrawals may be subject to income taxes, penalty taxes and certain
restrictions.

Suspension of Payments:

We will pay the amount of any withdrawal from the Variable Account promptly, and
in any event within seven days of the date Conseco Variable receives the written
request at its Administrative Office. Conseco Variable reserves the right to
defer the right of withdrawal or postpone payments for any period when:

(1) the New York Stock Exchange is closed (other than customary weekend and
holiday closings);

(2) trading on the New York Stock Exchange is restricted;

(3) an emergency exists as a result of which disposal of securities held in the
Variable Account is not reasonably practicable or it is not reasonably
practical to determine the value of the Variable Account's net assets; or

(4) the SEC, by order, so permits for the protection of security holders,
provided that applicable rules and regulations of the SEC will govern as to
whether the conditions described in (2) and (3) exist.

Systematic Withdrawal Plan

Conseco Variable offers a Systematic Withdrawal Plan (SWP) which enables you to
pre-authorize periodic withdrawals. You can participate in this program by
sending a written request to our Administrative Office. You can instruct Conseco
Variable to withdraw a level dollar amount from specified Investment Options on
a periodic basis. The total SWP withdrawals in a Contract Year which you are
permitted to make is limited to amounts that can be withdrawn without the
withdrawal charge (see "Charges and Deductions - Withdrawal Charge"). If you are
participating in this program and make a withdrawal subject to a withdrawal
charge, the SWP will terminate automatically and may be reinstated only on or
after we receive a written request.

SWP is not available if you participate in the dollar cost averaging program or
if you have Purchase Payments automatically deducted from a bank account on a
periodic basis.

SWP withdrawals may be subject to income taxes, penalty taxes and certain
restrictions.

Loans

Your Contract may contain a loan provision issued in connection with certain
qualified plans. If you own a Contract which contains a loan provision, you may
obtain loans using the Contract as the only security for the loan. Loans are
subject to provisions of the Code and to applicable retirement program rules.
You should consult a tax adviser and retirement plan fiduciary before exercising
loan privileges. Loan provisions are described in detail in your Contract.

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

CHARGES AND DEDUCTIONS

WITHDRAWAL CHARGE

If you own a single Purchase Payment Contract, you can withdraw 10% of the
Contract Value without payment of a withdrawal charge each year beginning with
the second Contract year. If you own a flexible Purchase Payment Contract, you
can withdraw 10% the Contract Value without payment of a withdrawal charge, but
you may not make more than one free withdrawal in any calendar year. If you
terminate either Contract or make a partial withdrawal in excess of these
limitations, the withdrawal may subject the value of the amount surrendered
("Amount Redeemed") to a withdrawal charge.

Conseco Variable will calculate the deduction for withdrawal charges on the
amount withdrawn in excess of the 10% when we determine the amount to be paid
("Redemption Payment"). For flexible Purchase Payment Contracts, we will
calculate the deduction for the first withdrawal in a Contract year on the
amount withdrawn in excess of 10% of the total current accumulation. For the
second or subsequent withdrawals in a Contract year, we will calculate the
withdrawal charge on the total amount of each withdrawal.

We do not deduct withdrawal charges from Annuity Payments under an annuity
option involving lifetime payments or from amounts paid due to the death of a
participant. We will deduct any applicable withdrawal charge if the number of
years under an annuity option for a guaranteed period selected is less than
five.

The withdrawal charge will be a percentage of the Amount Redeemed, ranging from
0% to 8% depending on the type of Contract you own and the length of time the
Contract has been outstanding. In no event, however, will the cumulative
deductions exceed 8.5% of the cumulative Purchase Payments made. Until such
percentage reaches zero, it is possible that the actual dollar amount of the
withdrawal charge will increase, even though the percentage will decline,
because of the increased Contract Value.

The withdrawal charges are:

FLEXIBLE PURCHASE SINGLE PURCHASE
CONTRACT YEAR PAYMENT CONTRACT PAYMENT CONTRACT
==================================================================

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

Redemptions are made on a last-in, first-out basis.

EXAMPLES:

(1) If you own a single Purchase Payment Contract and make a complete
withdrawal of your Individual Account during the third Contract year:

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

$11,800 $10,000 $540 (5% x $10,800) $25 $11,235

* Applicable to full withdrawals only.

(2) If you own a single Purchase Payment Contract and make a partial
withdrawal of your Individual Account during the third Contract year, assuming
you request a $1,000 Redemption Payment in excess of the 10% free withdrawal
amount:

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

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

In order to make a Redemption Payment of $1,000 in excess of the 10% free
withdrawal amount, the Amount Redeemed must be greater than the Amount Requested
by the amount of the withdrawal charge. We calculate the Amount Redeemed by
dividing (a) the Amount Requested ($1,000) by (b) 1.00 minus the deduction rate
of 5% (or .95), which produces $1,052.63. The value of the Individual Account
will be reduced by this amount.

If the cost of selling the Contracts is greater than the withdrawal charge we
collect, the deficiency will be made up out of our general account assets which
may include profits we derive from the mortality and expense risk fees.

ADMINISTRATIVE CHARGE (Annual Contract Fee)

During the Accumulation Period, Conseco Variable deducts an annual contract fee
on each July 2 from the Individual Account value. If you fully surrender your
Individual Account prior to the commencement of Annuity Payments, the annual
contract fee will be deducted from proceeds paid. However, in no event will the
amount of such fee exceed 2% of the surrender value of the Individual Account
when it is fully surrendered. Conseco Variable also assesses this annual
contract fee at the time the Contract Value is applied to provide Annuity
Payments.

Conseco Variable deducts the administrative fee first from amounts accumulated
in the Fixed Account; if no or an insufficient value exists in the Fixed
Account, any balance will then be deducted from the sub-accounts of Variable
Account. The fee is $20 for flexible Purchase Payment Contracts and $25 for
single Purchase Payment Contracts. These administrative fees have been set at a
level that will recover no more than the actual costs associated with
administering the Contracts.

MORTALITY AND EXPENSE RISK CHARGE

Conseco Variable makes daily deductions from the Variable Account at an
effective annual rate equal to 1.00% of the value of the assets of the Variable
Account for the mortality and expense risks it assumes. The amounts are deducted
from the assets of Variable Account in accordance with the Contracts.

Variable Annuity Payments made under the Contracts vary with the investment
performance of the sub-Accounts of the Variable Account, but are not affected by
Conseco Variable's actual mortality experience among Annuitants. The life span
of the Annuitant, or changes in life expectancy in general, do not affect the
monthly Annuity Payments payable under the Contracts. If Annuitants live longer
than the life expectancy determined by Conseco Variable, Conseco Variable
provides funds from its general funds to make Annuity Payments. Conversely, if
longevity among Annuitants is lower than Conseco Variable determined, Conseco
Variable realizes a gain. This is the mortality expense risk.

Conseco Variable performs all administrative functions and pays all
administrative expenses with respect to the Contracts. These expenses include
but are not limited to salaries, rents, postage, telephone, travel, legal,
actuarial and accounting fees, office equipment and stationery. Conseco Variable
also provides the death benefits under the Contracts. Conseco Variable also
assumes the risk, the expense risk, that deductions provided for in the
Contracts for sales and administrative expenses may not be enough to cover
actual costs. Where the deductions are not adequate, Conseco Variable will pay
the amount of any shortfall from its general funds. Any amounts paid by Conseco
Variable may consist of, among other things, proceeds derived from mortality and
expense risk charges.

Expense Guarantee Agreement. Pursuant to the Combination (See "Variable
Account"), Conseco Variable issued an endorsement with respect to each existing
Contract outstanding immediately prior to the effective time of the Combination
guaranteeing that the total of the investment management fees charged against
the Common Stock, Fixed Income (formerly known as Corporate Bond), and Money
Market Portfolios of Conseco Series Trust whose shares are purchased by the
Variable Account, plus the mortality and expense risk, administrative and any
other charges imposed upon the assets of the corresponding sub-accounts of the
Variable Account, will not exceed an amount that is equal to the total amount of
the same charges that would have been imposed under the Contracts had the
Combination not occurred (the "Expense Guarantee Agreement"). Accordingly,
Conseco Variable will reimburse the appropriate sub-account of the Variable
Account an amount that represents the difference between the investment
management fees charged the Variable Account, Annuity Fund or Account D, as
applicable, prior to the Combination and the amount of such fees charged to
Conseco Series Trust, plus any other charges in excess of those that would have
been incurred if the Combination had not taken place.

The mortality and expense risk and administrative charges will not change, and
any other charges imposed on the assets of the Variable Account are not expected
to be more than before the Combination. Conseco Variable will not, however,
assume extraordinary or non-recurring expenses of Conseco Series Trust, such as
legal claims and liabilities, litigation costs and indemnification payments in
connection with litigation. Also, the Expense Guarantee Agreement will not apply
to any federal income tax if Conseco Series Trust fails to qualify as a
"regulated investment company" under applicable provisions of the Code. The
Expense Guarantee Agreement, described above, also applies to Contracts issued
after the Combination. Conseco Variable, however, may eliminate the Expense
Guarantee Agreement with respect to Contracts issued in the future.

PREMIUM TAXES

We may deduct any premium tax due from Purchase Payments or from Individual
Account values at the annuity commencement date or at any such other time as
Conseco Variable determines in its sole discretion. The current range of premium
taxes in jurisdictions in which we make the Contracts available is from 0% to
3.5%.

Fund Expenses

There are deductions from and expenses paid out of the assets of the Funds,
which are described in the attached Fund prospectuses.

Other Charges

Currently, Conseco Variable does not make a charge against the Variable Account
for its federal income taxes, or provisions for such taxes, that may be as a
result of the Variable Account. Conseco Variable may charge each sub-account of
the Variable Account for its portion of any income tax charged to the
sub-account or its assets.

Under present laws, Conseco Variable may incur state and local taxes (in
addition to premium taxes) in several states. At present, these taxes are not
significant. If they increase, however, Conseco Variable may decide to make
charges for such taxes or provisions for such taxes against the Variable
Account. Any such charges against the Variable Account or its sub-accounts could
have an adverse effect on the investment performance of the sub-accounts.

DEATH BENEFITS

In the event the Owner, a Co-Owner, a Joint Owner or the Annuitant dies before
Annuity Payments commence, Conseco Variable will pay the Contract Value less any
outstanding loans to the beneficiary named in the Contract. We will determine
the Contract Value as of the Valuation Period in which we receive proof of death
acceptable to us at our Administrative Office.

Generally, in the case of non-qualified Contracts, the distribution of the
Contract Owner's interest in the Contract must be made within five years after
the Contract Owner's death. If the beneficiary is an individual, in lieu of
distribution within five years of the Contract Owner's death, distribution may
generally be made as an annuity which begins within one year of the Contract
Owner's death and is payable over the life of the beneficiary or over a period
not in excess of the life expectancy of the beneficiary. If the Contract Owner's
spouse is the beneficiary, that spouse may elect to continue the Contract as the
new Contract Owner in lieu of receiving the distribution. In such a case, the
distribution rules applicable when a Contract Owner dies will apply when that
spouse, as the Contract Owner, dies. If there are Joint Owners or Co-Owners,
distribution will occur when the first Owner dies.

If the Contract is owned by a non-individual then the death of the Annuitant
shall be treated as the death of the Contract Owner. Additional requirements may
apply to certain qualified Contracts.

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

RESTRICTIONS UNDER OPTIONAL RETIREMENT PROGRAMS

If you participate in certain Optional Retirement Programs (ORP), you can
withdraw your interest in a Contract only upon:

(1) termination of employment in all public institutions of higher education as
defined by applicable law,

(2) retirement, or

(3) death.

Accordingly, you (as a participant in ORP) may be required to obtain a
certificate of termination from your employer before you can withdraw your
interest. Certain plans may have additional restrictions on distributions.

RESTRICTIONS UNDER SECTION 403(b) PLANS

If you own the Contract under a TSA-403(b) plan, you can only make withdrawals
of amounts attributable to contributions you made pursuant to a salary reduction
agreement (as defined in Section 403(b)(11) of the Code) under the following
circumstances:

(1) when you attain age 59 1/2,

(2) when you separate from service,

(3) when you die,

(4) when you become disabled (within the meaning of Section 72(m)(7) of the
Code),

(5) in the case of hardship, or

(6) made pursuant to a qualified domestic relations order, if otherwise
permitted.

Withdrawals for hardship are restricted to the portion of your Contract Value
which represents contributions you made 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;

* income attributable to such contributions; and

* income attributable to amounts held as of December 31, 1988.

The limitations on withdrawals do not affect rollovers or transfers between
certain qualified plans. Tax penalties may also apply.

THE ANNUITY PERIOD - SETTLEMENT PROVISIONS

Electing the Annuity Period and Form of Annuity

You select the date Annuity Payments are to commence and the annuity option. You
can make changes in such elections at any time up to 30 days prior to the date
Annuity Payments are to commence by sending a notice to Conseco Variable. If you
do not make such elections, we will make payments automatically beginning on the
first day of the month or, with respect to the flexible Purchase Payment
Contracts, coinciding with the Annuitant's reaching age 65 under a lifetime
annuity with 120 monthly payments certain. The value of your Individual Account
will be based upon the value in the sub-accounts of the Variable Account to
provide variable Annuity Payments.

You can elect to change (a) the annuity option to any of the annuity options
described below, and (b) the manner in which the value of your Individual
Account is to be applied to provide Annuity Payments (for example, an election
that a portion or all of the amounts accumulated on a variable basis be applied
to provide fixed Annuity Payments or vice versa) by giving written notice to
Conseco Variable at least 30 days prior to the commencement of Annuity Payments.
Once Annuity Payments begin, you cannot elect any changes.

You cannot make an election that would result in a first monthly Annuity Payment
of less than $25 if payments are to be on a fully fixed or variable basis, or
less than $25 on each basis if a combination of variable and fixed annuity
payments is elected. If, at any time, payments are or become less than $25 per
monthly payment, Conseco Variable has the right to change the frequency of
payments to an interval which will result in Annuity Payments of at least $25
each, except that it will not make payments less frequently than annually.

See "Federal Tax Status" for information on the federal tax treatment of Annuity
Payments or other settlements.

Annuity Options

You may select one of the following annuity options:

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

SECOND OPTION - LIFE ANNUITY WITH 120, 180 or 240 MONTHLY PAYMENTS
GUARANTEED. Under this option, we will make monthly payments during the lifetime
of the Annuitant with the guarantee that if, at the death of the Annuitant, we
have made payments for less than 120, 180 or 240 months, as elected, we will
continue to make Annuity Payments during the remainder of such period to your
beneficiary. For the single Purchase Payment Contract, if no beneficiary is
designated, Conseco Variable will, in accordance with the provisions of the
Contract, pay in a lump sum to the Annuitant's estate the present value, as of
the date of death, of the number of guaranteed Annuity Payments remaining after
that date, computed on the basis of the assumed net investment rate used in
determining the first monthly payment. Because this option provides a specified
minimum number of Annuity Payments, this option results in somewhat lower
payments per month than the First Option.

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

FOURTH OPTION - JOINT AND LAST SURVIVOR LIFE ANNUITY. Under this option, we
will make monthly payments during the joint lifetime of the Annuitant and a
designated second person, and thereafter during the remaining lifetime of the
survivor. Payments to the survivor will be at the rate of 100%, 75%, 66 2/3% or
50% of the amount which would have been payable to the Annuitant (you can select
the rate at the time this option is elected). This option is designed primarily
for couples who require the maximum possible payments during their joint lives
and are not concerned with providing for beneficiaries at the death of the last
to survive.

Under current law, this option is automatically provided for a participant in a
pension plan who is married and for married participants in most other qualified
plans; however, a married participant may waive the joint and last survivor
annuity during the appropriate election period if the participant's spouse
consents in writing (acknowledging the effect of such consent) to such waiver.

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

To the extent that you select this option on a variable basis, at any time
during the payment period you may elect that the remaining value:

(1) be paid in one sum, or

(2) be applied to effect a lifetime annuity under one of the first three
options described above, provided that the value is at least $5,000.

Since you may elect a lifetime annuity at any time, the annuity rate and expense
risks continue during the Annuity Period. Accordingly, we will continue to make
deductions for these risks from the Individual Account values.

SIXTH OPTION - PAYMENTS OF A DESIGNATED DOLLAR AMOUNT. Under this option,
we will make payments on a monthly, quarterly, semi-annual, or annual basis of a
designated dollar amount until the Individual Account value you applied under
this option, adjusted each Valuation Period to reflect investment experience, is
exhausted within a minimum of three years and a maximum of 20 years. The
designated amount of each installment may not be less than $75 per year per
$1,000 of Individual Account value applied. If the Annuitant dies before the
value is exhausted, we will pay the remaining value to the beneficiary in one
sum.

If you elect this option on a variable basis, at any time during the
payment period you may elect that the remaining value be applied to provide a
lifetime annuity under one of the first two options described above. The
Contract Owner (or in case the Contract Owner does not make the election, the
beneficiary) shall elect an annuity option for distribution of any amount on
deposit at the date of an Annuitant's death, and the distribution will be made
at least as rapidly as during the life of the Annuitant.

Since you may elect a lifetime annuity at any time, the annuity rate and expense
risks continue during the payment period. Accordingly, we will continue to make
deductions for these risks from the Individual Account values.

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

The SAI contains a further discussion of Annuity Provisions, including how
annuity unit values are calculated.

TRANSFERS DURING THE ANNUITY PERIOD

You can make transfers during the Annuity Period by giving us written notice at
least 30 days before the due date of the first Annuity Payment for which the
change will apply. We will make transfers by converting the number of annuity
units being transferred to the number of annuity units of the sub-account to
which the transfer is made. The next Annuity Payment, if it were made at that
time, would be the same amount that it would have been without the transfer.
After that, Annuity Payments will reflect changes in the value of the new
annuity units. Conseco Variable reserves the right to limit, upon notice, the
maximum number of transfers you can make to one in any six-month period once
Annuity Payments have begun. In addition, you may not make transfers from a
fixed annuity option.

Conseco Variable reserves the right to defer the transfer privilege at any time
that it is unable to purchase or redeem shares of the Funds. Conseco Variable
also reserves the right to modify or terminate the transfer privilege at any
time in accordance with applicable law.

DEATH BENEFIT AMOUNT DURING THE ANNUITY PERIOD

If you selected Annuity Payments based on an annuity option providing payments
for a guaranteed period, and the Annuitant dies during the Annuity Period,
Conseco Variable will make the remaining guaranteed payments to the beneficiary.
Such payments will be made at least as rapidly as under the method of
distribution being used as of the date of the Annuitant's death. For single
Purchase Payment Contracts, if no beneficiary is designated, Conseco Variable
will commute any unpaid guaranteed payments to a single sum (on the basis of the
interest rate used in determining the payments) and pay that single sum to the
Annuitant's estate.

OTHER CONTRACT PROVISIONS

TEN-DAY RIGHT TO REVIEW. The Contracts provide a "10-day free look" (in some
states, the period may be longer). This allows you to revoke the Contract by
returning it to either a Conseco Variable representative or to our Variable
Annuity Department within 10 days (or the period required in your state) of
delivery of the Contract. Conseco Variable deems this period as ending 15 days
after it mails a Contract from its Variable Annuity Department. If you return
the Contract under the terms of the free look provision, Conseco Variable will
refund the Purchase Payments you have made, unless a larger refund is required
by state law.

OWNERSHIP. As Owner, all benefits, rights and privileges of the Contract belong
to you, but only while the Annuitant is living. You can change ownership by
proper written request which you must submit with the Contract for endorsement.
We will not recognize a change unless it is endorsed on the Contract. The change
will then be effective on the date you signed the request subject to any action
we took before the Contract was endorsed.

The Contract may not be assigned if it is used in a qualified retirement plan.
Otherwise, you can assign the Contract. No assignment is binding on us until it
is filed at our home office. We assume no responsibility for the validity of any
assignment. The rights of the Owner or any beneficiary are subject to the rights
of any assignee of record.

Assigning a Contract or changing the ownership of a Contract may be a taxable
event.

FEDERAL TAX STATUS

NOTE: Conseco Variable has prepared the following information on taxes as a
general discussion of the subject. It is not intended as tax advice to any
individual. You should consult your own tax adviser about your own
circumstances. Conseco Variable has included an additional discussion regarding
taxes in the Statement of Additional Information.

ANNUITY CONTRACTS IN GENERAL

Annuity contracts are a means of setting aside money for future needs, usually
retirement. Congress recognized how important saving for retirement was and
provided special rules in the Internal Revenue Code (Code) for annuities.

Simply stated, these rules provide that you will not be taxed on the earnings on
the money held in your annuity contract until you take the money out. This is
referred to as tax-deferral. There are different rules as to how you will be
taxed depending on how you take the money out and the type of Contract -
Qualified or Non-Qualified (see following sections).

You, as the Owner, will not be taxed on increases in the value of your Contract
until a distribution occurs -- either as a withdrawal or as annuity payments.
When you make a withdrawal you are taxed on the amount of the withdrawal that is
earnings. For annuity payments, different rules apply. A portion of each annuity
payment is treated as a partial return of your purchase payments and will not be
taxed. The remaining portion of the annuity payment will be treated as ordinary
income. How the annuity payment is divided between taxable and non-taxable
portions depends upon the period over which the annuity payments are expected to
be made. Annuity payments received after you have received all of your Purchase
Payments are fully includible in income.

When a non-qualified Contract is owned by a non-natural person (e.g.,
corporation or certain other entities other than a trust holding the Contract as
an agent for a natural person), the Contract will generally not be treated as an
annuity for tax purposes.

QUALIFIED AND NON-QUALIFIED CONTRACTS

If you purchase the Contract as an individual and not under any specially
sponsored program, your Contract is referred to as a non-qualified Contract.

If you purchase the Contract under a specially sponsored program, your Contract
is referred to as a qualified Contract.

WITHDRAWALS--NON-QUALIFIED CONTRACTS

If you make a withdrawal from your Contract, the Code generally treats such a
withdrawal as first coming from earnings and then from your Purchase Payments.
Such withdrawn earnings are includible in income.

The Code also provides that any amount received under an annuity contract which
is included in income may be subject to a penalty. The amount of the penalty is
equal to 10% of the amount that is includible in income. Some withdrawals will
be exempt from the penalty. They include any amounts:

(1) paid on or after you reach age 59 1/2;

(2) paid after you die;

(3) paid if you become totally disabled (as that term is defined in the
Code);

(4) paid in a series of substantially equal payments made annually (or
more frequently) for life or a period not exceeding life expectancy;

(5) paid under an immediate annuity; or

(6) which are allocable to Purchase Payments made prior to August 14,
1982.

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

WITHDRAWALS--QUALIFIED CONTRACTS

If you make a withdrawal from your qualified Contract, a portion of the
withdrawal is treated as taxable income. This portion depends on the ratio of
the pre-tax Purchase Payments to the after-tax Purchase Payments in your
Contract. If all of your Purchase Payments were made with pre-tax money then the
full amount of any withdrawal is includible in taxable income. Special rules may
apply to withdrawals from certain types of qualified Contracts. The Code also
provides that any amount received under a qualified Contract which is included
in income may be subject to a penalty. The amount of the penalty is equal to 10%
of the amount that is includible in income. Some withdrawals will be exempt from
the penalty. They include any amounts:

(1) paid on or after you reach age 59 1/2;

(2) paid after you die;

(3) paid if you become totally disabled (as that term is defined in Code);

(4) paid to you after leaving your employment in a series of substantially
equal payments made annually (or more frequently) under a lifetime
annuity;

(5) paid to you after you have attained age 55 and left your employment;

(6) paid for certain allowable medical expenses (as defined in the Code);

(7) paid pursuant to a qualified domestic relations order.

We have provided a more complete discussion in the Statement of Additional
Information.

WITHDRAWALS - TAX-SHELTERED ANNUITIES

The Code limits the withdrawal of amounts attributable to Purchase Payments made
by owners under a salary reduction agreement. Withdrawals can only be made when
a Contract Owner:

(1) reaches age 59 1/2;

(2) leaves his or her job;

(3) dies;

(4) becomes disabled (as that term is defined in the Code);

(5) in the case of hardship; or

(6) pursuant to a qualified domestic relations order, if otherwise
permitted.

However, in the case of hardship, the owner can only withdraw the Purchase
Payments and not any earnings.

DIVERSIFICATION

The Code provides that the underlying investments for a variable annuity must
satisfy certain diversification requirements in order to be treated as an
annuity contract. Conseco Variable believes that the Investment Options are
being managed so as to comply with the requirements.

INVESTOR CONTROL

Neither the Code nor the Internal Revenue Service Regulations issued to date
provide guidance as to the circumstances under which you, because of the degree
of control you exercise over the underlying investments, and not Conseco
Variable would be considered the owner of the shares of the portfolios. If you
are considered the owner of the shares, it will result in the loss of the
favorable tax treatment for the contract. It is unknown to what extent under
federal tax law owners are permitted to select portfolios, to make transfers
among the portfolios or the number and type of portfolios owners may select from
without being considered the owner of the shares. If any guidance is provided
which is considered a new position, then the guidance would generally be applied
prospectively. However, if such guidance is considered not to be a new position,
it may be applied retroactively. This would mean that you, as the owner of the
Contract, could be treated as the owner of the portfolios.

Due to the uncertainty in this area, Conseco Variable reserves the right to
modify the Contract as reasonably deemed necessary to maintain favorable tax
treatment.

GENERAL MATTERS

PERFORMANCE INFORMATION. Conseco Variable may advertise performance information
for the Variable Account Investment Options (sub-accounts) from time to time in
advertisements or sales literature. Performance information reflects only the
performance of a hypothetical investment in the Variable Account Investment
Options during the particular time period on which the calculations are based.
Performance information may consist of yield, effective yield, and average
annual total return quotations reflecting the deduction of all applicable
charges for recent one-year and, when applicable, five- and 10-year periods and,
where less than 10 years, for the period subsequent to the date each sub-account
first became available for investment. We may show additional total return
quotations that do not reflect a withdrawal charge deduction. We may show
performance information by means of schedules, charts or graphs. The Statement
of Additional Information contains a description of the methods we use to
determine yield and total return information for the sub-accounts.

YEAR 2000

Many existing computer programs had been designed and developed to use only two
digits to identify a year in the date field. If not corrected, these computer
programs could cause system failures in the year 2000, with possible adverse
effects on Conseco Variable's operations. In 1996, Conseco, Inc. initiated a
comprehensive corporate-wide program designed to ensure that its computer
programs (including those relating to Conseco Variable) function properly in the
year 2000. A number of Conseco, Inc.'s employees (including several officers),
as well as external consultants and contract programmers, are working on various
year-2000 projects.

Conseco, Inc. also has been working with vendors and other external business
relations to help avoid year-2000 problems related to the software or services
they provide to us. Under the program, our application systems, operating
systems, hardware, networks, electronic data interfaces and infrastructure
devices (such as facsimile machines and telephone systems) are being analyzed.

Our year-2000 projects are currently on schedule. The year-2000 projects are
being conducted in three phases:

(i) an audit and assessment phase, designed to identify year-2000 issues;

(ii) a modification phase, designed to correct year-2000 issues; and

(iii)a testing phase, designed to test the modifications after they have
been installed.

We have completed the audit and assessment phase for all critical systems and
the second phase of our program is substantially complete. The testing phase of
our program will be conducted throughout 1999. We have provided for significant
contingency time in order to complete any additional modifications before
December 31, 1999.

The year-2000 issues are being addressed in three ways. For some, work is being
done to complete the previously planned conversions of older systems to the more
modern, year-2000 compliant systems already used in other areas. In other cases,
new, more modern systems are being purchased. In the remaining cases,
modifications are being made to existing systems. We currently estimate that the
total expense of our year-2000 projects are not material to Conseco Variable's
financial position.

The impact of year-2000 issues will depend, not only on the corrective actions
we take, but also on the way in which year-2000 issues are addressed by
governmental agencies, business and other third parties

(i) that provide services, utilities or data to Conseco Variable;

(ii) that receive services or data from Conseco Variable; or

(iii)whose financial condition or operating capability is important to
Conseco Variable.

We are in the process of identifying risks and assessing potential year-2000
risks associated with our external business relationships, including those with
agents, financial institutions and the mutual funds underlying the variable
annuity contracts we issue. These procedures are necessarily limited to matters
over which we are able to reasonably exercise control. We have been informed by
our key financial institutions and utilities that they will be year-2000
compliant in early 1999.

We are also assessing what contingency plans will be needed if any of our
critical systems or those of external business relationships are not year-2000
compliant at year-end 1999. We do not currently anticipate such a situation, but
our consideration of contingency plans will continue to evolve as new
information becomes available.

The failure to correct a material year-2000 problem could result in an
interruption in, or failure of, a number of normal business activities or
operations. Such failures could materially and adversely affect Conseco
Variable's results of operations, liquidity and financial condition. Due to the
general uncertainty inherent in the year-2000 problem, including the uncertainty
of the preparedness of our external business relationships, we are not able to
currently determine whether the consequences of year-2000 failures will have a
material impact on Conseco Variable's results of operations, liquidity and
financial condition. However, we believe our year-2000 compliance efforts will
reduce the likelihood of a material adverse impact.

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

Commissions will be paid to broker-dealers who sell the Contracts. Broker-
dealers may be paid commissions up to ____% of Purchase Payments and may include
reimbursement of promotional or distribution expenses associated with marketing
the Contracts. The commission rate paid to the broker-dealer will depend upon
the nature and level of services provided by the broker-dealer.

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

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

General Information and History
Independent Accountants
Distribution
Voting Rights
Calculation of Yield Quotations
Calculation of Total Return Quotations
Other Performance Data
Federal Tax Status
Annuity Provisions
Financial Statements

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

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

Conseco Variable Insurance Company
Administrative Office
11815 N. Pennsylvania Street
Carmel, Indiana 46032

Gentlemen:

Please send me a free copy of the Statement of Additional Information for
Conseco Variable Annuity Account C at the following address:

Name: _______________________________________________

Mailing Address: ____________________________________

_____________________________________________________
Sincerely,

_____________________________________________________
(Signature)

<TABLE>
<CAPTION>
APPENDIX
==============================================================================
CONDENSED FINANCIAL INFORMATION

The table below provides per unit information about the financial history of the sub-accounts for the
periods indicated.

1998 1997 1996 1995 1994 1993
- - -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CONSECO SERIES TRUST
BALANCED (c)
Accumulation unit value at beginning of period.. $1.740 $1.370 $1.052 $1.068 $1.000
Accumulation unit value at end of period........ $2.030 $1.740 $1.370 $1.052 $1.068
Percentage change in accumulation unit value.... 16.68% 27.01% 30.19% (1.51)% 6.84%
Number of accumulation units outstanding
at end of period.............................. 6,907,154 5,801,102 5,007,682 3,888,125 2,257,426

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1998 1997 1996 1995 1994 1993
- - -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
VP INTERNATIONAL (e)
Accumulation unit value at beginning of period $1.000 N/A N/A N/A N/A
Accumulation unit value at end of period ..... $1.096 N/A N/A N/A N/A
Percentage change in accumulation unit value . 9.59% N/A N/A N/A N/A
Number of accumulation units outstanding
at end of period ........................... 95 N/A N/A N/A N/A

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

VP INCOME & GROWTH (f)
Accumulation unit value at beginning of period
Accumulation unit value at end of period .....
Percentage change in accumulation unit value .
Number of accumulation units outstanding
at end of period ...........................

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

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

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

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

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

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

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

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

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

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

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

VP INCOME AND GROWTH (f)
Accumulation unit value at beginning of period
Accumulation unit value at end of period .....
Percentage change in accumulation unit value .
Number of accumulation units outstanding
at end of period ...........................

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

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

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

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

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

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

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

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

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

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

CONDENSED FINANCIAL INFORMATION
1998 1997 1996 1995 1994 1993 1992 1991 1990 1989 1988
- - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
JANUS ASPEN SERIES
AGGRESSIVE GROWTH (d)
Accumulation unit value at beginning of period $1.357 $1.269 $1.000 N/A N/A N/A N/A N/A N/A N/A
Accumulation unit value at end of period...... $1.513 $1.357 $1.269 N/A N/A N/A N/A N/A N/A N/A
Percentage change in accumulation unit value 11.54% 6.87% 26.93% N/A N/A N/A N/A N/A N/A N/A
Number of accumulation units outstanding
at end of period............................ 1,145,154 881,491 398,348 N/A N/A N/A N/A N/A N/A N/A

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

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

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
LIMITED MATURITY BOND (e)

Accumulation unit value at beginning of period $1.000 N/A N/A N/A N/A N/A N/A N/A N/A N/A
Accumulation unit value at end of period...... $1.046 N/A N/A N/A N/A N/A N/A N/A N/A N/A
Percentage change in accumulation unit value 4.59% N/A N/A N/A N/A N/A N/A N/A N/A N/A
Number of accumulation units outstanding
at end of period............................ 0 N/A N/A N/A N/A N/A N/A N/A N/A N/A

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

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

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

VAN ECK WORLDWIDE INSURANCE TRUST

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

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

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

DREYFUS VARIABLE INVESTMENT FUND
DISCIPLINED STOCK (f)
Accumulation unit value at beginning of period
Accumulation unit value at end of period
Percentage change in accumulation unit value
Number of accumulation units outstanding
at end of period

INTERNATIONAL VALUE (f)
Accumulation unit value at beginning of period
Accumulation unit value at end of period
Percentage change in accumulation unit value
Number of accumulation units outstanding
at end of period

INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF-HIGH YIELD (f)
Accumulation unit value at beginning of period.
Accumulation unit value at end of period
Percentage change in accumulation unit value
Number of accumulation units outstanding
at end of period

INVESCO VIF-INDUSTRIAL INCOME (f)
Accumulation unit value at beginning of period
Accumulation unit value at end of period
Percentage change in accumulation unit value
Number of accumulation units outstanding
at end of period

LAZARD RETIREMENT SERIES, INC.
LAZARD RETIREMENT EQUITY (f)
Accumulation unit value at beginning of period
Accumulation unit value at end of period
Percentage change in accumulation unit value
Number of accumulation units outstanding
at end of period

LAZARD RETIREMENT SMALL CAP (f)
Accumulation unit value at beginning of period
Accumulation unit value at end of period
Percentage change in accumulation unit value
Number of accumulation units outstanding
at end of period

LORD ABBETT SERIES FUND, INC.
GROWTH AND INCOME (f)
Accumulation unit value at beginning of period
Accumulation unit value at end of period
Percentage change in accumulation unit value
Number of accumulation units outstanding
at end of period

MITCHELL HUTCHINS SERIES TRUST
GROWTH & INCOME (f)
Accumulation unit value at beginning of period
Accumulation unit value at end of period
Percentage change in accumulation unit value
Number of accumulation units outstanding
at end of period
===================================================================================================================================
</TABLE>

(a) The unit value was $1.000 on the inception date of December 3, 1965.
(b) The unit value was $1.000 on the inception date of May 19, 1981.
(c) The unit value was $1.000 on the inception date of May 1, 1993.
(d) The unit value was $1.000 on the inception date of June 1, 1995.
(e) The unit value was $1.000 on the inception date of May 1, 1997.
(f) The unit value was $ ___ on the inception date of May 1, 1998.

PART B

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......................................

INDEPENDENT ACCOUNTANTS..............................................

DISTRIBUTION.........................................................

VOTING RIGHTS .......................................................

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

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

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

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

ANNUITY PROVISIONS ..................................................

FINANCIAL STATEMENTS.................................................

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 February 8, 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 ______________, 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 $ ______________,
$1,896,989 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/CD) + 1)6 -1)

Where:

A = the net investment income earned during the period by the Portfolio.

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

C = the average daily number of accumulation units outstanding during the
period.

D = the maximum offering price per accumulation unit on the last day of the
period.

CALCULATION OF TOTAL RETURN QUOTATIONS

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)................... ____% _____% _____%
Common Stock Portfolio .................. ____% _____% _____%
Fixed Income Portfolio................... ____% _____% _____%
Government Securities Portfolio (1) ____% _____% _____%

THE ALGER AMERICAN FUND
Alger American Growth Portfolio (3)...... ____% _____% _____%
Alger American Leveraged AllCap
Portfolio (2) ......................... ____% _____% _____%
Alger American MidCap Growth
Portfolio (3) ......................... ____% _____% _____%
Alger American Small Capitalization
Portfolio (2) ......................... ____% _____% _____%

AMERICAN CENTURY VARIABLE
PORTFOLIOS, INC
VP International (3) .................... ____% ____% _____%
VP Value (3) ............................ ____% ____% _____%
VP Income and Growth (4)................. ____% ____% _____%

BERGER INSTITUTIONAL
PRODUCTS TRUST
Berger IPT - 100 Fund (3) ............... ____% ____% _____%
Berger IPT - Growth and Income
Fund (3) .............................. ____% ____% _____%
Berger IPT - Small Company
Growth Fund (3) ....................... ____% ____% _____%
Berger/BIAM IPT - International
Fund (3) .............................. ____% ____% _____%

THE DREYFUS SOCIALLY RESPON-
SIBLE GROWTH FUND, INC (2) ............ ____% ____% _____%

DREYFUS STOCK INDEX FUND (2) ............ ____% ____% _____%

FEDERATED INSURANCE SERIES
Federated High Income Bond
Fund II (2) ........................... ____% ____% _____%
Federated International Equity
Fund II (2) ........................... ____% ____% _____%
Federated Utility Fund II (2) ........... ____% ____% _____%

JANUS ASPEN SERIES
Aggressive Growth Portfolio (2) ......... ____% ____% _____%
Growth Portfolio (2) .................... ____% ____% _____%
Worldwide Growth Portfolio (2) .......... ____% ____% _____%

NEUBERGER & BERMAN
ADVISERS MANAGEMENT TRUST
Limited Maturity Bond Portfolio (3)...... ____% ____% _____%
Partners Portfolio (3) .................. ____% ____% _____%

STRONG VARIABLE INSURANCE
FUNDS, INC
Strong Opportunity Fund II (3) .......... ____% ____% _____%
Growth Fund II (3) ...................... ____% ____% _____%

VAN ECK WORLDWIDE
INSURANCE TRUST
Worldwide Bond Fund (2) ................. ____% ____% _____%
Worldwide Emerging Markets
Fund (3) .............................. ____% ____% _____%
Worldwide Hard Assets Fund (2) .......... ____% ____% _____%
Worldwide Real Estate Fund (4)........... ____% ____% _____%
Dreyfus Variable Investment Fund
Disciplined Stock Portfolio (4)....... ____% ____% _____%
International Value Portfolio (4)..... ____% ____% _____%
INVESCO Variable Investment Funds, Inc.
INVESCO VIF - High Yield
Portfolio (4)...................... ____% ____% _____%
INVESCO VIF - Industrial Income
Portfolio (4)....................... ____% ____% _____%
Lazard Retirement Series, Inc.
Lazard Retirement Equity
Portfolio (4)....................... ____% ____% _____%
Lazard Retirement Small Cap
Portfolio (4)....................... ____% ____% _____%
Lord Abbett Series Fund, Inc.
Growth and Income Portfolio (4)....... ____% ____% _____%
Mitchell Hutchins Series Trust
Growth & Income Portfolio (4)......... ____% ____% _____%

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

(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:

AMERICAN CENTURY VARIABLE
PORTFOLIOS, INC
VP International (3) .................... ____% _____% _____%
VP Value (3) ............................ ____% _____% _____%
VP Income & Growth (4)................... ____% _____% _____%

BERGER INSTITUTIONAL
PRODUCTS TRUST
Berger IPT - 100 Fund (3) ............... ____% _____% _____%
Berger IPT - Growth and Income
Fund (3) .............................. ____% _____% _____%
Berger IPT - Small Company Growth
Fund (3) .............................. ____% _____% _____%
Berger/BIAM IPT - International
Fund (3) .............................. ____% _____% _____%

THE DREYFUS SOCIALLY RESPON-
SIBLE GROWTH FUND, INC (2) ............ ____% _____% _____%

DREYFUS STOCK INDEX FUND (2) ............ ____% _____% _____%

FEDERATED INSURANCE SERIES
Federated High Income Bond
Fund II (2) ........................... ____% _____% _____%
Federated International Equity
Fund II (2) ........................... ____% _____% _____%
Federated Utility Fund II (2) ........... ____% _____% _____%

JANUS ASPEN SERIES
Aggressive Growth Portfolio (2) ......... ____% _____% _____%
Growth Portfolio (2) .................... ____% _____% _____%
Worldwide Growth Portfolio (2) .......... ____% _____% _____%

NEUBERGER & BERMAN
ADVISERS MANAGEMENT TRUST
Limited Maturity Bond Portfolio (3) ____% _____% _____%
Partners Portfolio (3) .................. ____% _____% _____%

STRONG VARIABLE INSURANCE
FUNDS, INC
Growth Fund II (3) ...................... ____% _____% _____%
Strong Opportunity Fund II (3) .......... ____% _____% _____%

VAN ECK WORLDWIDE
INSURANCE TRUST
Worldwide Bond Fund (2) ................. ____% _____% _____%
Worldwide Emerging Markets
Fund (3) .............................. ____% _____% _____%
Worldwide Hard Assets Fund (2) .......... ____% _____% _____%
Worldwide Real Estate Fund (4)........... ____% _____% _____%
Dreyfus Variable Investment Fund
Disciplined Stock Portfolio (4)....... ____% _____% _____%
International Value Portfolio (4)..... ____% _____% _____%
INVESCO Variable Investment Funds, Inc.
INVESCO VIF - High Yield
Portfolio (4)...................... ____% _____% _____%
INVESCO VIF - Industrial Income
Portfolio (4)....................... ____% _____% _____%
Lazard Retirement Series, Inc.
Lazard Retirement Equity
Portfolio (4)....................... ____% _____% _____%
Lazard Retirement Small Cap
Portfolio (4)....................... ____% _____% _____%
Lord Abbett Series Fund, Inc.
Growth and Income Portfolio (4)....... ____% _____% _____%
Mitchell Hutchins Series Trust
Growth & Income Portfolio (4)......... ____% _____% _____%

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

(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:

THE DREYFUS SOCIALLY RESPON-
SIBLE GROWTH FUND, INC (2) ............ ____% _____% _____%

DREYFUS STOCK INDEX FUND (2) ............ ____% _____% _____%

NEUBERGER & BERMAN
ADVISERS MANAGEMENT TRUST
Limited Maturity Bond Portfolio (3) ____% _____% _____%
Partners Portfolio (3) .................. ____% _____% _____%

STRONG VARIABLE INSURANCE
FUNDS, INC
Growth Fund II (3) ...................... ____% _____% _____%
Strong Opportunity Fund II (3) .......... ____% _____% _____%

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

(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)................... ____% _____% _____%
Common Stock Portfolio .................. ____% _____% _____%
Fixed Income Portfolio................... ____% _____% _____%
Government Securities Portfolio (1)...... ____% _____% _____%

THE DREYFUS SOCIALLY RESPON-
SIBLE GROWTH FUND, INC (2) ............ ____% _____% _____%

DREYFUS STOCK INDEX FUND (2) ............ ____% _____% _____%

NEUBERGER & BERMAN
ADVISERS MANAGEMENT TRUST
Limited Maturity Bond Portfolio (3) ____% _____% _____%
Partners Portfolio (3) .................. ____% _____% _____%

STRONG VARIABLE INSURANCE
FUNDS, INC
Growth Fund II (3) ...................... ____% _____% _____%
Strong Opportunity Fund II (3) .......... ____% _____% _____%

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

(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.

(To be filed by amendment)

PART C
OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) The financial statements of the Separate Account and Conseco Variable
Insurance Company (the "Company") will be filed by amendment.

(b) Exhibits

(1) -Resolution of the Board of Directors of Great American Reserve
authorizing the reorganization of Separate Account dated July 27,
1992.***

(2) -Not Applicable.

(3) -Form of Principal Underwriting Agreement by and among Great American
Reserve, Variable Account and GARCO Equity Sales.***

(4)(a) -- Form of Stipulated Single Premium Deferred Fixed/Variable Annuity
Contract.***

(4)(b) -- Form of Individual Flexible Premium Deferred Fixed/Variable
Annuity Contract.***

(5) -- Application for Contracts listed at Exhibits 4(a) and 4(b).***

(6) (i) -Articles of Incorporation of Great American Reserve.**

(6) (ii) -By Laws of Great American Reserve.**

(7) -Not Applicable.

(8) (i) Form of Fund Participation Agreement by and among the Alger
American Fund, Great American Reserve Insurance Company and Fred Alger
and Company, Incorporated.*

(ii) Form of Fund Participation Agreement by and among Great Reserve
Insurance Company, Berger Institutional Products Trust and BBOI
Worldwide LLC.*

(iii)Form of Fund Participation Agreement by and between Great
American Reserve Insurance Company, Insurance Management Series
and Federated Securities Corp.*

(iv) Form of Fund Participation Agreement between Great American
Reserve Insurance Company, Van Eck Worldwide Insurance Trust and
Van Eck Worldwide Insurance Trust and Van Eck Associates
Corporation.*

(v) Form of Fund Participation Agreement by and between Lord Abbett
Series Fund, Inc., Lord, Abbett and Co. and Great American
Reserve Insurance Company.*

(vi) Form of Fund Participation Agreement by and between American
Century Investment Services, Inc. and Great American Reserve
Insurance Company.*

(vii)Form of Fund Participation Agreement between INVESCO Variable
Investment Funds, Inc., INVESCO Funds Group, Inc. and the
Company.**

(9) -Opinion and Consent of Counsel (to be filed by amendment).

(10) -- Consent of Independent Accountant (to be filed by amendment).

(11) -- Not Applicable.

(12) -- None.

(13) -- Schedule for computation of performance quotations (to be filed by
amendment).

(27) -- Not Applicable.

*Incorporated by reference to Pre-Effective Amendment No. 1 to Form N-4, Great
American Reserve Variable Annuity Account F, File Nos. 333-40309/811-08483 filed
electronically on February 3, 1998.

**Incorporated by reference to Form N-4, Great American Reserve Variable Annuity
Account G, File Nos 333-00373/811-07501, filed electronically on January 23,
1996.

***Incorporated by reference to Post-Effective Amendment No. 16 to Form N-4
(File Nos. 33-2460 and 811-4819) filed electronically on May 15, 1998.

ITEM 25. DIRECTORS AND OFFICERS OF CONSECO VARIABLE

The following table sets forth certain information regarding the executive
officers of the Company who are engaged directly or indirectly in activities
relating to the Variable Account or the Contracts. Their principal business
address is 11815 N. Pennsylvania Street, Carmel, IN 46032.

Positions and Offices
Name with the Company
- ------------------------ ----------------------------
Ngaire E. Cuneo Director

Stephen C. Hilbert Director and Chairman of the Board

Thomas J. Kilian Director and President

Rollin M. Dick Director, Executive Vice President
and Chief Financial Officer

John J. Sabl Director, Executive Vice President,
General Counsel and Secretary

James S. Adams Senior Vice President and Treasurer

ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

The following information concerns those companies that may be deemed to be
controlled by or under common control with Registrant (all 100% owned unless
indicated otherwise):

CONSECO, INC. (Indiana) - (publicly traded)
Green Tree Financial Corporation
Washington National Corporation
Washington National Insurance Company
United Presidential Life Insurance Company
CIHC, Incorporated (Delaware)
Bankers National Life Insurance Company (Texas)
National Fidelity Life Insurance Company (Missouri)
Bankers Life Insurance Company of Illinois (Illinois)
Bankers Life & Casualty Company (Illinois)
Certified Life Insurance Company (California)
Jefferson National Life Insurance Company of Texas (Texas)
Conseco Variable Insurance Company (Texas)
Conseco Annuity Assurance Company (Ilinois)
Vulcan Life Insurance Company (Indiana) - (98%)
Conseco Life Insurance Company (Indiana)
Conseco Senior Health Insurance Company (Pennsylvania)
United General Life Insurance Company (Texas)
Conseco Life Insurance Company of New York (New York)
Wabash Life Insurance Company (Kentucky)
Pioneer Financial Services, Inc.
Pioneer Life Insurance Company
Health and Life Insurance Company
Manhattan National Life Insurance Company
Conseco Medical Insurance Company
Conseco Direct Life Insurance Company
Providential Life Insurance Company
Capitol American Financial Corporation (Ohio)
Conseco Health Insurance Company (Arizona)
Frontier National Life Insurance Company (Ohio)
Conseco Capital Management, Inc. (Delaware)
Conseco Equity Sales, Inc. (Texas)
Conseco Financial Services, Inc. (Delaware)
Conseco Marketing, LLC (Indiana)
Conseco Services, LLC (Indiana)
Lincoln American Life Insurance Company (Tennessee)
Marketing Distribution Systems, Consulting Group, Inc. (Delaware)
MDS of New Jersey, Inc. (New Jersey)
Bankmark School of Business, Inc. (Delaware)
Conseco Series Trust (Massachusetts)*
Conseco Fund Group (Massachusetts) (publicly held)**

* The shares of Conseco Series Trust currently are sold to Bankers National
Variable Account B, Great American Reserve Variable Annuity Account C,
Great American Reserve Variable Annuity Account E and Great American
Reserve Variable Annuity Account F, each being segregated asset accounts
established pursuant to Texas law by Bankers National Life Insurance
Company and Conseco Variable Insurance Company, respectively.

** The shares of the Conseco Fund Group are sold to the public; Conseco
affiliates currently hold in excess of 95% of its shares.

ITEM 27. NUMBER OF CONTRACT OWNERS

As of January 31, 1999, there were 14,200 Contract Owners of qualified
contracts and 498 contract owners of non-qualified contracts.

ITEM 28. INDEMNIFICATION

The Board of Directors of Conseco Variable is indemnified by Conseco
Variable against claims and liabilities to which such person may become subject
by reason of having been a member of such Board or by reason of any action
alleged to have been taken or omitted by him as such member, and the member
shall be indemnified for all legal and other expenses reasonably incurred by him
in connection with any such claim or liability; however, no indemnification
shall be made in connection with any claim or liability unless such person (i)
conducted himself in good faith, (ii) in the case of conduct in his official
capacity as a member of the Board of Directors, reasonably believed that his
conduct was in the best interests of Variable Account, and, in all other cases
reasonably believed that his conduct was at least not opposed to the best
interests of Variable Account, and (iii) in the case of any criminal proceeding,
had no reasonable cause to believe that his conduct was unlawful.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to members of Conseco Variable's Board of Directors,
officers and controlling persons of the Registrant pursuant to the provisions
described under "Indemnification" or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than payment by the Registrant of expenses incurred or
paid by a member of the Board of Directors, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such member of the Board of Directors, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

The Variable Account has no officers or employees. Employees of an
affiliated company who perform administrative services for the Variable Account
are covered by an officers and directors liability policy.

ITEM 29. PRINCIPAL UNDERWRITER

(a) Conseco Equity Sales, Inc. ("Conseco Equity Sales") is the principal
underwriter for the following investment companies (other than Registrant):

Great American Reserve Variable Annuity Account E
Great American Reserve Variable Annuity Account F
Great American Reserve Variable Annuity Account G
Conseco Fund Group
Rydex Advisor Variable Annuity Account

(b) The following table sets forth certain information regarding such
underwriter's officers and directors. Their address is 11815 N.
Pennsylvania Street, Carmel, IN 46032.

Positions and Offices
Name with Conseco Equity Sales, Inc.
- ---------------------- --------------------------------
L. Gregory Gloeckner President and Director

Senior Vice President,
James S. Adams Treasurer and Director

Vice President, Senior Counsel,
William P. Kovacs Secretary and Director

William T. Devanney, Jr. Senior Vice President,
Corporate Taxes

Christene H. Darnell Vice President, Management
Reporting

Donald B. Johnston Vice President, National
Sales Manager

Christine E. Monical Second Vice President and
Assistant General Counsel

Net Underwriting Compensation on
Name of Discounts and Redemption or Brokerage
Principal Underwriter Commissions Annuitization Commissions Compensation*
- - --------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Conseco Equity None None None None
Sales, Inc.
</TABLE>

*Fees paid by the Company for serving as underwriter

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

The accounts, books, or other documents required to be maintained by the
Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and
the rules promulgated thereunder are in the possession of the Company, 11825 N.
Pennsylvania Street, Carmel, Indiana 46032.

ITEM 31. MANAGEMENT SERVICES

Not Applicable.

ITEM 32. UNDERTAKINGS

1. The Registrant hereby undertakes to file a post-effective amendment to
this registration statement as frequently as is necessary to ensure that the
audited financial statements in the registration statement are never more than
16 months old for so long as payments under the variable annuity contracts may
be accepted.

2. The Registrant hereby undertakes to include either (1) as part of any
application to purchase a contract offered by the prospectus, a space that an
applicant can check to request a Statement of Additional Information, or (2) a
postcard or similar written communication affixed to or included in the
prospectus that the applicant can remove to send for a Statement of Additional
Information.

3. The Registrant hereby undertakes to deliver any Statement of Additional
Information and any financial statements required to be made available under
Form N-4 promptly upon written or oral request.

4. The Securities and Exchange Commission (the "SEC") issued the American
Counsel of Life Insurance an industry wide no-action letter dated November 28,
1988, stating that the SEC would not recommend any enforcement action if
registered separate accounts funding tax-sheltered annuity contracts restrict
distributions to plan participants in accordance with the requirements of
Section 403(b)(11), provided certain conditions and requirements were met. Among
these conditions and requirements, any registered separate account relying on
the no-action position of the SEC must:

(1) Include appropriate disclosure regarding the redemption restrictions
imposed by Section 403(b)(11) in each registration statement, including the
prospectus, used in connection with the offer of the contract;

(2) Include appropriate disclosure regarding the redemption restrictions
imposed by Section 403 (b)(11) in any sales literature used in connection with
the offer in the contract;

(3) Instruct sales representatives who solicit participants to purchase the
contract specifically to bring the redemption restrictions imposed by Section
403(b)(11) to the attention of the potential participants; and

(4) Obtain from each plan participant who purchases a Section 403(b)
annuity contract, prior to or at the time of such purchase, a signed statement
acknowledging the participant's understanding of (i) the restrictions on
redemption imposed by Section 403(b)(11), and (ii) the investment alternatives
available under the employer's Section 403(b) arrangement, to which the
participant may elect to transfer his contract value.

The Registrant is relying on the no-action letter. Accordingly, the
provisions of paragraphs (1) - (4) above have been complied with.

5. The Company represents that the fees and charges deducted under the
Contracts, in the aggregate, are reasonable in relation to the services
rendered, the expenses expected to be incurred, and the risks assumed by the
Company.

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, as amended, the Registrant certifies that it has caused this Registration
Statement to be signed on its behalf, in the city of Carmel, State of Indiana,
on this 22nd day of February, 1999.

GREAT AMERICAN RESERVE VARIABLE ANNUITY
ACCOUNT C
Registrant

By: Conseco Variable Insurance Company

By: /S/ ROLLIN M. DICK
-------------------------------------------
Rollin M. Dick, Executive Vice President

CONSECO VARIABLE INSURANCE COMPANY
Depositor

By: /S/ ROLLIN M. DICK
--------------------------------------------
Rollin M. Dick, Executive Vice President

As required by the Securities Act of 1933, this Registration Statement has
been signed below by the following persons in the capacities and on the dates
indicated.

<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>

/S/ NGAIRE E. CUNEO Director 2/22/99
- --------------------------------- --------------
Ngaire E. Cuneo

/S/ THOMAS J. KILIAN Director 2/22/99
- -------------------------------- --------------
Thomas J. Kilian

/S/ STEPHEN C. HILBERT Director and Chairman of the Board 2/22/99
- ------------------------------- (Principal Executive Officer) --------------
Stephen C. Hilbert

/S/ ROLLIN M. DICK Director, Executive Vice President 2/22/99
- ---------------------------------- and Chief Financial Officer --------------
Rollin M. Dick (Principal Financial Officer)

/S/ JOHN J. SABL 2/22/99
- --------------------------------- Director -------------
John J. Sabl

/S/ JAMES S. ADAMS Senior Vice President and Treasurer 2/22/99
- --------------------------------- (Chief Accounting Officer) --------------
James S. Adams
</TABLE>

INDEX TO EXHIBITS

Exhibit Number Exhibit
- -------------- -------
(TO BE FILED BY AMENDMENT)