CONSECO VARIABLE ANNUITY ACCOUNT C
485APOS, 1999-09-09
Previous: WISCONSIN ENERGY CORP, S-4, 1999-09-09
Next: LIPOSOME CO INC, 4/A, 1999-09-09



                                                      Registration Nos. 33-61122
                                                                        811-4819
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4


            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933       ___
                        Pre-Effective Amendment No.                       ___
                        Post-Effective Amendment No. 7                    _X_

                                       and

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
                                Amendment No. 24                          _X_

                         CONSECO 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:
    Group Variable Deferred Annuity Contracts and Certificates




                       CONSECO 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>

 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
                                                           Annuity Provisions:  Death Benefit During
                                                           the Annuity Period

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

11.    Redemptions..................................       The Contracts
                                                           The Annuity Period-Settlement 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>

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
                                                           Performance Data, and Other Performance Data

22.    Annuity Payments.............................       Not Applicable

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)
                    GROUP VARIABLE DEFERRED ANNUITY CONTRACTS
                                   offered by
                       CONSECO VARIABLE INSURANCE COMPANY
              (formerly, Great American Reserve Insurance Company)
                             Administrative Office:
         11815 N. Pennsylvania Street o Carmel, IN 46032 (317) 817-3700

                               ____________, 1999

     This  prospectus  describes the group variable  deferred  annuity  contract
("Contract") issued by Conseco Variable Insurance Company ("Conseco  Variable").
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 (formerly, Asset Allocation Portfolio)
      o     Equity Portfolio (formerly, Common Stock Portfolio)
      o     Fixed Income Portfolio (formerly, 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 Fund
      o     INVESCO VIF--Equity Income Fund (formerly, INVESCO VIF--Industrial
            Income Portfolio)

- --------------------------------------------------------------------------------
     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.

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     Strong Mid Cap Growth Fund II (formerly, 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 group 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 _______, 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:
      o     are not bank deposits
      o     are not federally insured
      o     are not endorsed by any bank or government agency
      o     are not guaranteed and may be subject to loss of principal


Table of Contents

                                                                            Page

Definitions.................................................................

Summary.....................................................................

Fee Table...................................................................

Conseco Variable, The Variable Account and Investment Options...............
  Conseco Variable..........................................................
  The Variable Account......................................................
  Investment Options........................................................
    Voting Rights...........................................................
    Fixed Account...........................................................

The Contracts...............................................................
  Accumulation Provisions...................................................
  Purchase Payments.........................................................
  Allocation of Purchase Payments...........................................
  Accumulation Units........................................................
    Accumulation Unit Values................................................
  Transfers.................................................................
  Dollar Cost Averaging.....................................................
  Rebalancing...............................................................
  Sweeps....................................................................
  Withdrawals...............................................................
  Suspension of Payments....................................................
  Restrictions Under Optional Retirement Programs...........................
  Restrictions Under Section 403(b) Plans...................................
  Systematic Withdrawal Plan................................................
  Loans.....................................................................

Charges and Deductions......................................................
  Withdrawal Charge.........................................................
  Administrative Charge.....................................................
  Mortality and Expense Risk Charge.........................................
  Premium Taxes.............................................................
  Fund Expenses.............................................................
  Reduction or Elimination of Contract Charges..............................
  Other Charges.............................................................

Death Benefits..............................................................

The Annuity Period .........................................................
  Optional Annuity Period Elections.........................................
  Annuity Options...........................................................
  Transfers During the Annuity Period.......................................
  Death Benefit Amount During the Annuity Period............................
  Other Contract Provisions.................................................
  Ten-Day Right to Review...................................................
  Modification of the Contract..............................................

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 Payments are based.

     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 entity to which the group Contract is issued,  usually
the employer.  You are a Participant in the group and will receive a certificate
evidencing  your  ownership.  References to "you" and "your" in this  prospectus
refers to you as the Participant.

     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 as a
Participant in an Investment Option during the Accumulation Period.

     INVESTMENT OPTIONS: The investment choices available to Contract Owners.

     PARTICIPANT:  Any eligible person  participating  in a Plan and for whom an
Individual  Account  is  established.  References  to "you"  and  "your" in this
prospectus refers to you as the Participant.

     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 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 CONTRACT:  The Contract  described in this prospectus is a tax deferred
flexible  Purchase  Payment group variable annuity  contract.  The Contract also
offers you a Fixed Account option.

     The  Contract  provides  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 Contract.

     RETIREMENT  PLANS:  The Contract 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: You may make Purchase Payments on a flexible basis. This
means that you can make  payments at any time you like  during the  Accumulation
Period.  o The minimum initial  Purchase  Payment is $10 and for each subsequent
Purchase  Payment  is $10 per  month.  o 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, Asset Allocation Portfolio)
      o     Equity Portfolio (formerly, Common Stock Portfolio)
      o     Fixed Income Portfolio (formerly, 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 Fund
      o     INVESCO VIF--Equity Income Fund (formerly, 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     Strong Mid Cap Growth Fund II (formerly, 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 transfer
from the Fixed Account once in any six-month period subject to a limit of 20% of
the Fixed Account Value.  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 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 Participant 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, unless a larger amount is required by state law.

     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.

     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:

     o    Each year Conseco  Variable  deducts an Annual  Contract Fee from your
          Contract. The amount of the fee is equal to $15.

     o    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.

     o    If you take money out of the Contract,  Conseco  Variable may assess a
          deferred sales load (withdrawal  charge). The charge ranges from 5% to
          0%.

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

     o    As with  other  professionally  managed  investments,  there  are also
          investment  charges which  currently  range from .26% to 1.50%,  on an
          annual basis,  of the average daily value of the portfolio,  depending
          upon the Variable Account Investment Option you select.


<TABLE>
<CAPTION>
CONSECO VARIABLE ANNUITY ACCOUNT C FEE TABLE

================================================================================
CONTRACT OWNER TRANSACTION EXPENSES(1)

<S>                                                                 <C>
Sales Load Imposed on Purchases................................      None

Deferred Sales Load (as a percentage of amount redeemed)

                Completed Annual Purchase Payment
                Periods for the Individual Account         Charge
                ----------------------------------         ------

                Less than 5 ............................... 5.00%
                5 but less than 10 ........................ 3.00%
                10 but less than 15 ....................... 2.00%
                15 or more ................................  None

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

ANNUAL CONTRACT FEE........................................   $15

ANNUAL EXPENSES OF VARIABLE ACCOUNT (as a percentage of average
  account value)

    Mortality and Expense Risk Fees........................  1.00%
    Other Expenses.........................................   None
                                                             ------
Total Annual Expenses of the Variable Account(2)...........  1.00%
================================================================================
</TABLE>

(1)  Premium  taxes are not shown.  Any  premium  tax due may be  deducted  from
     Purchase  Payments or from  Individual  Account  values at the 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)  Conseco Variable has guaranteed the total of the investment management fees
     charged  against  Conseco  Series  Trust's  Equity,  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").


ANNUAL FUND EXPENSES
(as a percentage of the average daily net assets of a portfolio)

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

CONSECO SERIES TRUST (1)
<S>                                                          <C>       <C>          <C>              <C>
Balanced Portfolio (2)..................................     0.75%        --        0.00%            0.75%
Equity Portfolio (2)....................................     0.80%        --        0.00%            0.80%
Fixed Income Portfolio..................................     0.70%        --        0.00%            0.70%
Government Securities Portfolio.........................     0.70%        --        0.00%            0.70%
Money Market Portfolio (2)..............................     0.45%        --        0.00%            0.45%

THE ALGER AMERICAN FUND
Alger American Growth Portfolio.........................     0.75%        --        0.04%            0.79%
Alger American Leveraged AllCap Portfolio (3)...........     0.85%        --        0.11%            0.96%
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%        --        0.05%            0.80%

DREYFUS STOCK INDEX FUND................................     0.25%        --        0.01%            0.26%

DREYFUS VARIABLE INVESTMENT FUND
Disciplined Stock Portfolio.............................     0.75%        --        0.13%            0.88%
International Value Portfolio...........................     1.00%        --        0.29%            1.29%

FEDERATED INSURANCE SERIES
Federated High Income Bond Fund II......................     0.60%        --        0.18%            0.78%
Federated International Equity Fund II (5)..............     0.53%        --        0.72%            1.25%
Federated Utility Fund II (5)...........................     0.68%        --        0.25%            0.93%

INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF - High Yield Fund (6).......................     0.60%        --        0.47%            1.07%
INVESCO VIF - Equity Income Fund (6)(7).................     0.75%        --        0.18%            0.93%

JANUS ASPEN SERIES
Aggressive Growth Portfolio.............................     0.72%        --        0.03%            0.75%
Growth Portfolio (8)....................................     0.65%        --        0.03%            0.68%
Worldwide Growth Portfolio (8)..........................     0.65%        --        0.07%            0.72%

LAZARD RETIREMENT SERIES, INC.
Lazard Retirement Equity Portfolio (9)..................     0.75%     0.25%        0.25%            1.25%
Lazard Retirement Small Cap Portfolio (9)...............     0.75%     0.25%        0.25%            1.25%

LORD ABBETT SERIES FUND, INC.
Growth and Income Portfolio.............................     0.50%        --        0.26%            0.76%

MITCHELL HUTCHINS SERIES TRUST
Growth and Income Portfolio.............................     0.70%        --        0.34%            1.04%

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST (10)
Limited Maturity Bond Portfolio.........................     0.65%        --        0.11%            0.76%
Partners Portfolio......................................     0.78%        --        0.06%            0.84%

STRONG OPPORTUNITY FUND II, INC.
Opportunity Fund II.....................................     1.00%        --        0.16%            1.16%

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

VAN ECK WORLDWIDE INSURANCE TRUST (12)
Worldwide Bond Fund.....................................     1.00%        --        0.15%            1.15%
Worldwide Emerging Markets Fund.........................     1.00%        --        0.50%            1.50%
Worldwide Hard Assets Fund..............................     1.00%        --        0.16%            1.16%
Worldwide Real Estate Fund..............................     0.89%        --        0.00%            0.89%
</TABLE>

     (1) The  expense  information  in the table has been  restated  to  reflect
current fees.  Pursuant to a  contractual  arrangement  with the Trust,  Conseco
Capital Management, Inc., the adviser, has agreed to waive fees and/or reimburse
portfolio  expenses  through 4/30/00,  so that the annual operating  expenses of
each  portfolio  are limited to the Total Annual  Expenses  for each  respective
portfolio, as set forth above. This arrangement does not cover interest,  taxes,
brokerage commissions,  and extraordinary expenses. The total percentages in the
above table are after  reimbursement.  In the absence of expense  reimbursement,
the total estimated fees and expenses for 1999 would total:  0.83% for the Money
Market Portfolio;  0.97% for the Government Securities Portfolio;  0.89% for the
Fixed  Income  Portfolio;  1.01% for the  Balanced  Portfolio  and 0.95% for the
Equity Portfolio.

     (2) Conseco Capital Management, Inc., since January 1, 1993, has waived its
management  fees in excess of the annual rates set forth above.  Absent such fee
waivers, the management fees would be: .85% for the Balanced Portfolio; .85% for
the Equity Portfolio; and .70% for the Money Market Portfolio.

     (3) The  Alger  American  Leveraged  AllCap  Portfolio's  "Other  Expenses"
includes .03% of interest expense.

     (4) The Funds' investment  advisers have agreed to waive their advisory fee
and  reimburse  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 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 2.88%, 1.99%, 2.19% and 2.85%, respectively.

     (5) In the absence of a voluntary waiver by Federated Investment Management
Company,  the Funds'  investment  adviser,  the  Management Fee and Total Annual
Portfolio  Expenses would have been 0.75% and 1.00%,  respectively,  for Utility
Fund II.  Absent a  voluntary  waiver of the  management  fee and the  voluntary
reimbursement  of certain  other  operating  expenses  by  Federated  Investment
Management  Company,  the Management Fee and Total Annual Portfolio Expenses for
International Equity Fund II would have been 1.00% and 1.72%, respectively.

     (6) The Fund's actual Total Annual Fund Operating  Expenses were lower than
the figures shown because its transfer agent and/or  custodian fees were reduced
under expense offset  arrangements.  Because of an SEC requirement,  the figures
shown do not reflect these reductions.

     (7) Certain expenses of the Fund are being absorbed  voluntarily by INVESCO
Funds Group,  Inc.  pursuant to a commitment to the Fund. In the absence of such
absorption, Other Expenses and Total Annual Fund Operating Expenses for the year
ended December 31, 1998 were 0.42% and 1.17%, respectively.  This commitment may
be changed at any time following consultation with the board of directors.

     (8) 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 1998
would have totaled: 0.75% for Growth and 0.74% for Worldwide Growth.

     (9) Lazard Asset Management, the Fund's investment adviser, has voluntarily
agreed to reimburse all expenses  through  December 31, 1999 to the extent total
annual  portfolio  expenses  exceed in any fiscal year 1.25% of the  Portfolio's
average daily net assets.  Absent such an agreement with the adviser,  the total
annual  portfolio  expenses for the year ended December 31, 1998 would have been
21.32%  for the Lazard  Retirement  Equity  Portfolio  and 16.20% for the Lazard
Retirement Small Cap Portfolio.

     (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 ("Series") of Advisers Managers Trust. The figures reported
under "Management Fees" include the aggregate of the administration fees paid by
the  Portfolio  and  the  management  fees  paid  by its  corresponding  Series.
Similarly, "Other Expenses" includes all other expenses of the Portfolio and its
corresponding Series.

     (11) Strong Capital Management,  Inc., the investment adviser of the Strong
Mid Cap Growth Fund II, has voluntarily agreed to cap the Fund's total operating
expenses at 1.20%.  In the absence of the expense cap,  total  annual  portfolio
expenses  for the year ended  December  31, 1998 were 1.55%.  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) Van Eck  Associates  Corporation  (the  "Adviser")  agreed  to  assume
expenses  exceeding 1.50% of the Worldwide Emerging Markets Fund's average daily
net assets.  Absent this expense  reimbursement,  Other Expenses would have been
0.61% and Total  Portfolio  Expenses  would have been 1.61%.  The Worldwide Hard
Assets  Fund's  Other  Expenses was reduced by a fee  arrangement  based on cash
balances left on deposit with the custodian and a directed brokerage arrangement
where the Fund directs certain  portfolio trades to a broker that, in turn, pays
a portion of the Fund's expenses. Absent these arrangements,  the Other Expenses
would have been 0.20% and Total  Portfolio  Expenses would have been 1.20%.  For
the Worldwide Real Estate Fund the Adviser  agreed to waive its management  fees
and assume certain expenses for the period January 1, 1998 to February 28, 1998.
The Adviser also agreed to assume expenses exceeding 1.00% of the Worldwide Real
Estate Fund's  average daily net assets for the period March 1, 1998 to December
31, 1998.  The  Worldwide  Real Estate Fund  expenses were also reduced by a fee
arrangement  based on cash  balances  left on deposit with the  custodian  and a
directed  brokerage  arrangement where the Fund directs certain portfolio trades
to a broker that, in turn, pays a portion of the Fund's  expenses.  Absent these
arrangements, the management fee would have been 1.00%, the Other Expenses would
have been  4.32% and Total  Portfolio  Expenses  would  have been  5.32% for the
Worldwide Real Estate Fund.

Examples:

     o    Please remember that the examples that follow 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.

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

     o    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.

     o    Annual contract charges have been  approximated as a .07% annual asset
          charge.

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

      Example 1 - If you surrender the Contract at the end of the time periods:

<TABLE>
<CAPTION>
                                                           1 YEAR    3 YEARS    5 YEARS    10 YEARS
- -----------------------------------------------------------------------------------------------------

<S>                                                         <C>        <C>        <C>        <C>
CONSECO SERIES TRUST
Balanced Portfolio.......................................   $___       $___       $___       $___
Equity 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 Fund ...........................    ___        ___        ___        ___
INVESCO VIF - Equity Income Fund.........................    ___        ___        ___        ___

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.
Strong Mid Cap 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 do not  surrender  your Contract at the end of each time
period:

<TABLE>
<CAPTION>
                                                            1 YEAR    3 YEARS    5 YEARS    10 YEARS
- ------------------------------------------------------------------------------------------------------

<S>                                                           <C>        <C>       <C>        <C>
CONSECO SERIES TRUST
Balanced Portfolio.......................................     $__        $__       $___       $___
Equity 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 Fund.............................      __         __        ___        ___
INVESCO VIF--Equity Income Fund..........................      __         __        ___        ___

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.
Strong Mid Cap 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 an 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 Equity  (formerly,  Common Stock),  Fixed
Income (formerly,  Corporate Bond) and Money Market Portfolios of Conseco Series
Trust. In exchange for such assets, shares of the Equity, Fixed Income and Money
Market  Portfolios  were  issued  to  the  Equity   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.

     The investment  objectives and policies of certain of the portfolios  below
are similar to the investment objectives and policies of other mutual funds that
certain of the investment advisers manage.  Although the objectives and policies
may be similar,  the investment results of the portfolios may be higher or lower
than the results of such other mutual  funds.  The  investment  advisers  cannot
guarantee,  and make no  representation,  that the investment results of similar
funds  will be  comparable  even  though  the  funds  have the  same  investment
advisers.

     You should read the prospectus 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, Asset Allocation Portfolio)
      Equity Portfolio (formerly, Common Stock Portfolio)
      Fixed Income Portfolio (formerly, 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 Fund's 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  Investment  Management Company is the investment adviser. The adviser
changed its name from  Federated  Advisers to  Federated  Investment  Management
Company on March 31, 1999.  Federated Global Investment  Management Corp. is the
sub-adviser  of the  Federated  International  Equity  Fund  II.  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 Fund (seeks high level of current income)
      INVESCO VIF--Equity Income Fund (formerly, INVESCO VIF--Industrial Income
      Portfolio) (seeks high current income with growth of capital 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  Inc.  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:

      Strong Mid Cap Growth Fund II (formerly, 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 CONTRACT

     The Contract,  like all deferred  annuity  Contracts,  has 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.

     Unless  contrary to law,  assignment of the Contract or of a  Participant's
Individual Account is prohibited.

Accumulation Provisions

Purchase Payments

     The  Contract  is  designed  for  Plans  generally  involving  25  or  more
Participants.  Purchase  Payments  must  be at  least  $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.

     Conseco Variable must approve each application. Upon acceptance, a Contract
is issued to the Contract Owner and the Purchase Payment,  as applicable to each
Individual  Account,  is credited to the  Participant's  account.  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

     (c)  a combination of both.

     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. 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. Currently, there is no charge for participating
in this program.

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 a Variable Account  Investment  Option on a
periodic and  systematic  basis.  The transfers  under this program do not count
toward the number of transfers  you can make in a year.  Currently,  there is no
charge for participating in this program.

Withdrawals

     You can 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.

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:

     o    salary reduction contributions made after December 31, 1988;

     o    income attributable to such contributions; and

     o    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.

Conversion to Individual Account Upon Termination in Plan

     Upon  termination of participation in Plan, the Participant who is entitled
to a benefit  under the terms of the Plan may elect,  if the  Contract  Owner so
requests,  to convert to an individual annuity contract.  The individual annuity
contract will be of the form then currently issued for this class of individual,
at a duration  equivalent  to the lesser of the  number of full  years:  (a) the
Participant has been in the Plan; or (b) the Contract has been in force.

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.  If you  do a  reallocation  and do not  specify
Investment Options, all systematic  withdrawals will be withdrawn from the Fixed
Account and Variable Account  Investment  Options on a pro-rata 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").

     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.

     Systematic  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 make a partial or full withdrawal  during the  Accumulation  Period,
Conseco  Variable  will deduct a  withdrawal  charge  from the amount  withdrawn
("amount  redeemed") if there are less than 15 completed annual purchase payment
periods  for the  Individual  Account.  During the  Annuity  Period,  withdrawal
charges may apply to the fourth and fifth options.

     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.

     The withdrawal charge will be a percentage of the amount redeemed,  ranging
from 5% to 0% depending  upon the number of completed  annual  Purchase  Payment
periods for the Individual  Account. 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 Participant's Individual Account.



Completed Annual Purchase Payment
Periods for the Individual Account        Charge
- -----------------------------------       ------

Less than 5 ............................. 5.00%
5 but less than 10 ...................... 3.00%
10 but less than 15 ..................... 2.00%
15 or more ..............................  None

Examples:

     (1) If you make a complete  withdrawal of your  Individual  Account  before
five completed Purchase Payment periods:


    Value of
  Contract or
   Individual
     Account
     (Amount        Withdrawal        Administrative   Redemption
    Redeemed)         Charge          Fee Deduction*    Payment
- -----------------------------------------------------------------------
    $ 2,0000         5% ($100)             $15          $ 1,885

*Applicable to full withdrawals only.

     (2) If you make a partial withdrawal of your Individual Account before five
completed  Purchase  Payment periods,  assuming you request a $1,000  redemption
payment:

      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,  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.

Administrative Charge (Annual Contract Fee)

     During the Accumulation Period, Conseco Variable deducts an annual contract
fee of $15 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  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.  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 Equity (formerly,  Common Stock),  Fixed Income (formerly,  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.

Reduction or Elimination of Contract Charges

     In some  cases,  Conseco  Variable  may  expect  to incur  lower  sales and
administrative  expenses  or  perform  fewer  services  due to the  size  of the
Contract,  the average contribution and the use of group enrollment  procedures.
Then,  Conseco  Variable may be able to reduce or eliminate the Contract charges
for administrative expense and withdrawal charges.

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  of the  death  of a  Participant  before  Annuity  Payments
commence,   Conseco   Variable  will  pay  the  beneficiary  the  value  of  the
Participant's   Individual  Account,  less  any  debt.  We  will  determine  the
Individual Account value as of the Valuation Period in which we receive proof of
death  acceptable  to us at our  Administrative  Office.  There is no withdrawal
charge applicable to amounts paid due to the death of a Participant.

     Generally, the distribution of the Owner's interest in the Contract must be
made  within  five years  after the  Owner's  death.  If the  beneficiary  is an
individual,  in lieu of  distribution  within five years of the  Owner's  death,
distribution may generally be made as an annuity which begins within one year of
the  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 Owner's
spouse is the beneficiary, that spouse may elect to continue the Contract as the
new  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 Owner,  dies. In the case of a qualified  contract,  the date on
which  distributions  are required to begin must be no later than April 1 of the
first  calendar  year  following the later of (a) the calendar year in which the
Annuitant  attains age 70 1/2 or (b) the  calendar  year in which the  Annuitant
retires.  Additional  requirements may apply to certain qualified contracts,  In
the case of a Contract  involving more than one Contract Owner, the death of any
Contract Owner shall cause this section to apply.

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

THE ANNUITY PERIOD

Optional Annuity Period Elections

     The retirement date and the annuity options are normally established by the
terms of the Plan. If you do not elect  otherwise (a) the manner of payment will
be a lifetime  annuity with 120 monthly payments  certain,  and (b) the value of
the Participant's Individual Account will be applied as follows:

     *    any value  accumulated in the Fixed Account will be applied to provide
          a fixed annuity; and

     *    the value in the  sub-account(s)  of Variable Account will be applied,
          separately, to provide variable annuity payments.

     By giving written notice to Conseco  Variable at least 30 days prior to the
commencement  of  Annuity   Payments,   the  Contract  Owner  may,  as  to  each
Participant, elect to change:

     *    the annuity option to any of the annuity options described below, and

     *    the manner in which the value of a Participant's Individual Account is
          to be applied to provide  Annuity  Payments (for example,  an election
          that a portion or all of the amounts  accumulated  on a variable basis
          be applied to provide fixed Annuity Payments or vice versa).

Once Annuity Payments begin, no changes may be elected by the Contract Owner.

     Prior to the selected Annuity Date, an Individual Account may be terminated
by the Contract Owner and the value thereof received in a lump sum. Once Annuity
Payments have begun,  neither the Annuitant nor the Contract Owner can terminate
the annuity benefit and receive a lump-sum settlement in lieu thereof, except as
permitted under the Fourth and Fifth Options below.

     The assumed  investment  rate (AIR) is 3 1/2%. The Contract Owner may elect
to have  all  variable  benefits  payable  for a  Participant  based on a 5% AIR
instead.  The  election  must be made in  writing  at least 30 days prior to the
Participant's  retirement  date.  If the  performance  of the  Variable  Account
Investment  Options  exceeds  the 3 1/2% or 5% AIR, as  applicable,  the Annuity
Payments will increase. Similarly, if the actual rate is less than the 3 1/2% or
5% AIR, as applicable, the Annuity Payments will decrease.

     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.  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 - 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.

     Fourth  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, except that, if the number of completed  annual Purchase Payment periods for
the  Individual  Account is five or less,  the number of years selected for this
option may not be less than five minus the number of completed  annual  Purchase
Payment periods. For example, if the number of completed annual Purchase Payment
periods is three,  then the minimum  Annuity Payment period which can be elected
for this Option is two years (i.e.,  five minus  three).  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
present value of the remaining  payments (as set forth in your Contract) will be
paid to the  designated  beneficiary  in one sum.  If the  present  value of the
remaining  payments is less than $5,000, it may be applied under the first three
Options.  If this  election is made within five years after the start of Annuity
Payments,  and the  present  value is  elected  to be paid in one  sum,  Conseco
Variable will treat it as a surrender.

     Fifth 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 $6.25 per month per
$1,000 of Individual  Account value applied.  If the number of completed  annual
Purchase  Payment  periods  for the  Individual  Account  is five or  less,  the
designated  amount of each  installment  may not be greater than an amount which
would  total the value  applied in less than five minus the number of  completed
annual Purchase Payment periods.  For example, if the number of completed annual
Purchase  Payment periods is three,  then the payments cannot be greater than an
amount  which  would  total the value  applied  in two years  (i.e.,  five minus
three).  If the Annuitant  dies before the value is  exhausted,  we will pay the
remaining  value to the  beneficiary  in one sum. In lieu of a lump sum payment,
the  beneficiary  may elect an annuity option for  distribution of any amount on
deposit at the date of the  Annuitant's  death  which  will  result in a rate of
payment  at  least  as  rapid  as the  rate of  payment  during  the life of the
Annuitant.

     To the  extent  that the  Fourth or Fifth  Option  is chosen 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  three
Options  described  above,  provided that the balance is at least $5,000 and the
distribution  will be  made at  least  as  rapidly  as  during  the  life of the
Annuitant.  If this  election  is made within 5 years after the start of Annuity
Payments,  and the remaining balance is elected to be paid in one sum, then such
election will be treated as a surrender.  Since you may elect a lifetime annuity
at any time,  the annuity  rate and expense  risks  continue  during the payment
period.  Accordingly,  deductions  for these risks will continue to be made from
the Individual Account values.

     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.  If no
beneficiary  is living,  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 the Contract Owner or Participant
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,  unless a larger
refund is required by state law.

MODIFICATION OF THE CONTRACT. Conseco Variable may not modify the Contract
during the first year it is in force, except with the approval of the Contract
Owner. After the Contract has been in force for one year, it may be modified
by Conseco Variable with written notice of at least 90 days in advance to the
Contract Owner on the first anniversary of the effective date, and each
subsequent anniversary except for

     (a)  the annuity mortality obligation,

     (b)  the  contractual  promise that the  withdrawal  charge  deduction  and
          annual administrative fee cannot be increased, and

     (c)  the deduction for the  contractual  promise and obligations in (a) and
          (b) which are applicable at the time of a Participant's entry into the
          Plan will continue to be applicable to all future Purchase Payments on
          behalf of that Participant.

     The Contract shall be suspended  automatically on the effective date of any
modification initiated by Conseco Variable if the Contract Owner fails to accept
the modification.  Effective with suspension,  no new Participants may enter the
Plan but further  Purchase  Payments may be made on behalf of Participants  then
covered by the Contract.

     No modification may affect Annuitants in any manner unless deemed necessary
to comply  with the  requirements  of federal or state  statutes  or any rule of
regulation of the United States Treasury Department.

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 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.

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 Funds 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

 ...............................................................................
                             (cut along dotted line)

  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 group contract at the following address:

      Name:_____________________________________________________________________

      Mailing Address:__________________________________________________________

      __________________________________________________________________________
                                   Sincerely,

      __________________________________________________________________________
                                   (Signature)



Appendix

Condensed Financial Information

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

<TABLE>
<CAPTION>
                                                             6/30/99   1998        1997        1996        1995        1994
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>      <C>         <C>         <C>         <C>         <C>
- ---------------------------------------------------------------------------------------------------------------------------------
CONSECO SERIES TRUST:
BALANCED (c)
- ---------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............  $2.219      $2.030      $1.740      $1.370      $1.052      $1.068
Accumulation unit value at end of period....................  $2.364      $2.219      $2.030      $1.740      $1.370      $1.052
Percentage change in accumulation unit value................    6.57%       9.27%      16.68%      27.01%      30.19%      (1.51)%
Number of accumulation units outstanding at end of period... 6,633,144   300,114   6,907,154   5,801,102   5,007,682   3,888,125
- ---------------------------------------------------------------------------------------------------------------------------------
EQUITY - QUALIFIED (a)
- ---------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period.............. $24.295     $21.148     $17.933     $12.448      $9.191      $9.069
Accumulation unit value at end of period.................... $26.848     $24.295     $21.148     $17.933     $12.448      $9.191
Percentage change in accumulation unit value................   10.51%      14.88%      17.93%      44.06%      35.44%       1.35%
Number of accumulation units outstanding at end of period...6,565,303  7,294,849   8,714,598   8,464,009   7,950,068   7,356,167
- ---------------------------------------------------------------------------------------------------------------------------------
EQUITY - NON-QUALIFIED (a)
- ---------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period.............. $19.232     $16.740     $14.195      $9.854      $7.275      $7.179
Accumulation unit value at end of period.................... $21.252     $19.232     $16.740     $14.195      $9.854      $7.275
Percentage change in accumulation unit value................   10.51%      14.88%      17.93%      44.06%      35.44%       1.35%
Number of accumulation units outstanding at end of period... 187,781     223,506     274,648     283,828     286,775     271,457
- ---------------------------------------------------------------------------------------------------------------------------------
FIXED INCOME - QUALIFIED (b)
- ---------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............  $5.738      $5.445      $4.990      $4.790      $4.080      $4.224
Accumulation unit value at end of period....................  $5.620      $5.738      $5.445      $4.990      $4.790      $4.080
Percentage change in accumulation unit value................   -2.07%       5.39%       9.11%       4.19%      17.38%      (3.41)%
Number of accumulation units outstanding at end of period...2,470,862  2,455,411   2,784,065   2,973,412   3,072,607   2,961,739
- ---------------------------------------------------------------------------------------------------------------------------------
FIXED INCOME - NON-QUALIFIED (b)
- --------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............  $5.514      $5.232      $4.795      $4.602      $3.921      $4.059
Accumulation unit value at end of period ...................  $5.400      $5.514      $5.232      $4.795      $4.602      $3.921
Percentage change in accumulation unit value................   -2.07%       5.39%       9.11%       4.19%      17.38%      (3.41)%
Number of accumulation units outstanding at end of period ..  71,237      93,115     125,557     136,642     179,684     197,847
- --------------------------------------------------------------------------------------------------------------------------------
GOVERNMENT SECURITIES (c)
- --------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............  $1.336      $1.261      $1.176      $1.156      $0.995      $1.034
Accumulation unit value at end of period ...................  $1.299      $1.336      $1.261      $1.176      $1.156      $0.995
Percentage change in accumulation unit value................   -2.82%       6.01%       7.19%       1.72%      16.18%      (3.79)%
Number of accumulation units outstanding at end of period ..1,102,327    702,665     485,631     365,164     422,359     335,451
- --------------------------------------------------------------------------------------------------------------------------------
MONEY MARKET (b)
- --------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period .............  $2.821      $2.708      $2.598      $2.496      $2.387      $2.321
Accumulation unit value at end of period....................  $2.871      $2.821      $2.708      $2.598      $2.496      $2.387
Percentage change in accumulation unit value................    1.76%       4.18%       4.22%       4.10%       4.57%       2.85%
Number of accumulation units outstanding at end of period...2,434,574  1,922,118   1,624,326   1,849,618   1,538,629   1,619,841
- --------------------------------------------------------------------------------------------------------------------------------
THE ALGER AMERICAN FUND:
ALGER AMERICAN GROWTH (e)
- --------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............  $1.765      $1.204      $1.000         N/A         N/A         N/A
Accumulation unit value at end of period ...................  $2.038      $1.765      $1.204         N/A         N/A         N/A
Percentage change in accumulation unit value................   15.43%      46.60%      20.42%        N/A         N/A         N/A
Number of accumulation units outstanding at end of period .. 942,494     335,852     120,648         N/A         N/A         N/A
</TABLE>

<TABLE>
<CAPTION>
                                                                  1993        1992        1991        1990        1989
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>           <C>       <C>        <C>          <C>
- -------------------------------------------------------------------------------------------------------------------------
CONSECO SERIES TRUST:
BALANCED (c)
- -------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............      $1.000         N/A         N/A         N/A         N/A
Accumulation unit value at end of period....................      $1.068         N/A         N/A         N/A         N/A
Percentage change in accumulation unit value................        6.84%        N/A         N/A         N/A         N/A
Number of accumulation units outstanding at end of period...   2,257,426         N/A         N/A         N/A         N/A
- -------------------------------------------------------------------------------------------------------------------------
EQUITY - QUALIFIED (a)
- -------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............      $8.492      $8.292      $5.827      $6.313      $4.804
Accumulation unit value at end of period....................      $9.069      $8.492      $8.292      $5.827      $6.313
Percentage change in accumulation unit value................        6.79%       2.41%      42.30%      (7.70)%     31.41%
Number of accumulation units outstanding at end of period...   6,310,119     499,342   4,667,263   4,275,235   4,188,009
- -------------------------------------------------------------------------------------------------------------------------
EQUITY - NON-QUALIFIED (a)
- -------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............      $6.722      $6.564      $4.612      $4.997      $3.803
Accumulation unit value at end of period....................      $7.179      $6.722      $6.564      $4.612      $4.997
Percentage change in accumulation unit value................        6.79%       2.41%      42.30%      (7.70)%     31.41%
Number of accumulation units outstanding at end of period...     252,573     191,299     152,332     125,393     105,484
- -------------------------------------------------------------------------------------------------------------------------
FIXED INCOME - QUALIFIED (b)
- -------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............      $3.768      $3.466      $2.899      $2.743      $2.405
Accumulation unit value at end of period....................      $4.224      $3.768      $3.466      $2.899      $2.743
Percentage change in accumulation unit value................       12.12%       8.70%      19.57%       5.66%      14.09%
Number of accumulation units outstanding at end of period...   3,003,770     490,084   2,145,672   1,998,622   2,083,583
- -------------------------------------------------------------------------------------------------------------------------
FIXED INCOME - NON-QUALIFIED (b)
- -------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............      $3.620      $3.330      $2.785      $2.636      $2.310
Accumulation unit value at end of period ...................      $4.059      $3.620      $3.330      $2.785      $2.636
Percentage change in accumulation unit value................       12.12%       8.70%      19.57%       5.66%      14.09%
Number of accumulation units outstanding at end of period ..     185,569     123,618      98,273     118,597     140,928
- -------------------------------------------------------------------------------------------------------------------------
GOVERNMENT SECURITIES (c)
- -------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............      $1.000         N/A         N/A         N/A         N/A
Accumulation unit value at end of period ...................      $1.034         N/A         N/A         N/A         N/A
Percentage change in accumulation unit value................        3.42         N/A         N/A         N/A         N/A
Number of accumulation units outstanding at end of period ..     535,607         N/A         N/A         N/A         N/A
- -------------------------------------------------------------------------------------------------------------------------
MONEY MARKET (b)
- -------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period .............      $2.280      $2.224      $2.120      $1.978      $1.830
Accumulation unit value at end of period....................      $2.321      $2.280      $2.224      $2.120      $1.978
Percentage change in accumulation unit value................        1.79%       2.52%       4.89%       7.22%       8.08%
Number of accumulation units outstanding at end of period...   1,465,429     790,486   1,762,019   1,798,156   1,869,049
- -------------------------------------------------------------------------------------------------------------------------
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
</TABLE>


                                                                              35
<PAGE>

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

Condensed Financial Information

<TABLE>
<CAPTION>
                                                              6/30/99    1998        1997        1996        1995         1994
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>       <C>         <C>         <C>           <C>         <C>
- --------------------------------------------------------------------------------------------------------------------------------
ALGER AMERICAN LEVERAGED ALLCAP (d)
- --------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period .............  $2.898     $1.855      $1.565      $1.411      $1.000         N/A
Accumulation unit value at end of period ...................  $3.620     $2.898      $1.855      $1.565      $1.411         N/A
Percentage change in accumulation unit value................   24.92%     56.26%      18.49%      10.92%      41.12%        N/A
Number of accumulation units outstanding at end of period... 891,899    479,432     388,810     332,180      48,284         N/A
- --------------------------------------------------------------------------------------------------------------------------------
ALGER AMERICAN MIDCAP GROWTH (e)
- --------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period .............  $1.547     $1.199      $1.000         N/A         N/A         N/A
Accumulation unit value at end of period ...................  $1.738     $1.547      $1.199         N/A         N/A         N/A
Percentage change in accumulation unit value................   12.35%     29.00%      19.91%        N/A         N/A         N/A
Number of accumulation units outstanding at end of period...  75,249     85,729      10,680         N/A         N/A         N/A
- --------------------------------------------------------------------------------------------------------------------------------
ALGER AMERICAN SMALL CAPITALIZATION (d)
- --------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period .............  $1.590     $1.390      $1.260      $1.222      $1.000         N/A
Accumulation unit value at end of period ...................  $1.792     $1.590      $1.390      $1.260      $1.222         N/A
Percentage change in accumulation unit value................   12.77%     14.38%      10.28%       3.14%      22.18%        N/A
Number of accumulation units outstanding at end of period...1,466,984 1,509,932   1,616,358   1,294,236     421,326         N/A
- --------------------------------------------------------------------------------------------------------------------------------
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
VP INTERNATIONAL (e)
- --------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............  $1.289     $1.096      $1.000         N/A         N/A         N/A
Accumulation unit value at end of period ...................  $1.376     $1.289      $1.096         N/A         N/A         N/A
Percentage change in accumulation unit value ...............    6.82%     17.58%       9.59%        N/A         N/A         N/A
Number of accumulation units outstanding at end of period ..  84,510    105,233          95         N/A         N/A         N/A
- --------------------------------------------------------------------------------------------------------------------------------
VP VALUE (e)
- --------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............  $1.276     $1.229      $1.000         N/A         N/A         N/A
Accumulation unit value at end of period ...................  $1.436     $1.276      $1.229         N/A         N/A         N/A
Percentage change in accumulation unit value ...............   12.59%      3.77%      22.93%        N/A         N/A         N/A
Number of accumulation units outstanding at end of period... 172,175    111,175      19,126         N/A         N/A         N/A
- --------------------------------------------------------------------------------------------------------------------------------
VP INCOME & GROWTH (f)
- --------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............  $1.085     $1.000         N/A         N/A         N/A         N/A
Accumulation unit value at end of period ...................  $1.185     $1.085         N/A         N/A         N/A         N/A
Percentage change in accumulation unit value ...............    9.22%      8.48%        N/A         N/A         N/A         N/A
Number of accumulation units outstanding at end of period .. 144,778     91,593         N/A         N/A         N/A         N/A
- --------------------------------------------------------------------------------------------------------------------------------
BERGER INSTITUTIONAL PRODUCTS TRUST:
BERGER IPT -100 (e)
- --------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............  $1.307     $1.136      $1.000         N/A         N/A         N/A
Accumulation unit value at end of period ...................  $1.433     $1.307      $1.136         N/A         N/A         N/A
Percentage change in accumulation unit value ...............    9.62%     15.13%      13.55%        N/A         N/A         N/A
Number of accumulation units outstanding at end of period .. 210,470    196,342      42,167         N/A         N/A         N/A
- --------------------------------------------------------------------------------------------------------------------------------
BERGER IPT - GROWTH AND INCOME (e)
- --------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............  $1.509     $1.219      $1.000         N/A         N/A         N/A
Accumulation unit value at end of period ...................  $1.776     $1.509      $1.219         N/A         N/A         N/A
Percentage change in accumulation unit value ...............   17.76%     23.79%      21.87%        N/A         N/A         N/A
Number of accumulation units outstanding at end of period .. 209,383    115,344      64,326         N/A         N/A         N/A
- --------------------------------------------------------------------------------------------------------------------------------
BERGER IPT - SMALL COMPANY GROWTH (e)
- --------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............  $1.386     $1.374      $1.000         N/A         N/A         N/A
Accumulation unit value at end of period ...................  $1.595     $1.386      $1.374         N/A         N/A         N/A
Percentage change in accumulation unit value ...............   15.14%      0.85%      37.38%        N/A         N/A         N/A
Number of accumulation units outstanding at end of period .. 130,745     83,064       1,949         N/A         N/A         N/A
</TABLE>

<TABLE>
<CAPTION>
                                                                   1993        1992        1991        1990        1989
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>         <C>         <C>         <C>         <C>
- ------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------
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 & GROWTH (f)
- ------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............        N/A         N/A         N/A         N/A         N/A
Accumulation unit value at end of period ...................        N/A         N/A         N/A         N/A         N/A
Percentage change in accumulation unit value ...............        N/A         N/A         N/A         N/A         N/A
Number of accumulation units outstanding at end of period ..        N/A         N/A         N/A         N/A         N/A
- ------------------------------------------------------------------------------------------------------------------------
BERGER INSTITUTIONAL PRODUCTS TRUST:
BERGER IPT -100 (e)
- ------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............        N/A         N/A         N/A         N/A         N/A
Accumulation unit value at end of period ...................        N/A         N/A         N/A         N/A         N/A
Percentage change in accumulation unit value ...............        N/A         N/A         N/A         N/A         N/A
Number of accumulation units outstanding at end of period ..        N/A         N/A         N/A         N/A         N/A
- ------------------------------------------------------------------------------------------------------------------------
BERGER IPT - GROWTH AND INCOME (e)
- ------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............        N/A         N/A         N/A         N/A         N/A
Accumulation unit value at end of period ...................        N/A         N/A         N/A         N/A         N/A
Percentage change in accumulation unit value ...............        N/A         N/A         N/A         N/A         N/A
Number of accumulation units outstanding at end of period ..        N/A         N/A         N/A         N/A         N/A
- ------------------------------------------------------------------------------------------------------------------------
BERGER IPT - SMALL COMPANY GROWTH (e)
- ------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............        N/A         N/A         N/A         N/A         N/A
Accumulation unit value at end of period ...................        N/A         N/A         N/A         N/A         N/A
Percentage change in accumulation unit value ...............        N/A         N/A         N/A         N/A         N/A
Number of accumulation units outstanding at end of period ..        N/A         N/A         N/A         N/A         N/A
</TABLE>

Condensed Financial Information

<TABLE>
<CAPTION>
                                                             6/30/99      1998        1997        1996        1995         1994
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>       <C>         <C>         <C>           <C>         <C>
- --------------------------------------------------------------------------------------------------------------------------------
BERGER/BIAM IPT - INTERNATIONAL (e)
- --------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............   $1.118    $0.972      $1.000         N/A         N/A         N/A
Accumulation unit value at end of period ...................   $1.182    $1.118      $0.972         N/A         N/A         N/A
Percentage change in accumulation unit value ...............     5.72%    14.97%      -2.75%        N/A         N/A         N/A
Number of accumulation units outstanding at end of period ..      547         0       3,085         N/A         N/A         N/A
- --------------------------------------------------------------------------------------------------------------------------------
THE DREYFUS SOCIALLY RESPONSIBLE
GROWTH FUND, INC. (d)
- --------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............   $2.301    $1.796      $1.413      $1.178     $ 1.000         N/A
Accumulation unit value at end of period ...................   $2.582    $2.301      $1.796      $1.413     $ 1.178         N/A
Percentage change in accumulation unit value ...............    12.22%    28.09%      27.11%      20.01%      17.76%        N/A
Number of accumulation units outstanding at end of period .. 1,247,817  802,406     359,437     114,173      27,728         N/A
- --------------------------------------------------------------------------------------------------------------------------------
DREYFUS STOCK INDEX FUND (d)
- --------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............   $2.352    $1.853      $1.402      $1.160     $ 1.000         N/A
Accumulation unit value at end of period ...................   $2.624    $2.352      $1.853      $1.402     $ 1.160         N/A
Percentage change in accumulation unit value ...............    11.59%    26.94%      32.20%      20.79%      16.03%        N/A
Number of accumulation units outstanding at end of period .. 8,033,670 5,996,870  3,025,807   1,395,520     561,967         N/A
- --------------------------------------------------------------------------------------------------------------------------------
FEDERATED INSURANCE SERIES
FEDERATED HIGH INCOME BOND II (d)
- --------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............   $1.387    $1.364      $1.210      $1.070     $ 1.000         N/A
Accumulation unit value at end of period ...................   $1.416    $1.387      $1.364      $1.210     $ 1.070         N/A
Percentage change in accumulation unit value ...............     2.10%     1.68%      12.70%      13.17%       6.96%        N/A
Number of accumulation units outstanding at end of period ..  504,138   402,613     103,898      44,124       1,178         N/A
- --------------------------------------------------------------------------------------------------------------------------------
FEDERATED INTERNATIONAL EQUITY II (d)
- --------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............   $1.494    $1.201      $1.102      $1.028     $ 1.000         N/A
Accumulation unit value at end of period ...................   $1.584    $1.494      $1.201      $1.102     $ 1.028         N/A
Percentage change in accumulation unit value ...............     6.03%    24.33%       8.99%       7.23%       2.80%        N/A
Number of accumulation units outstanding at end of period ..  126,962   153,805     117,785      70,090       9,399         N/A
- --------------------------------------------------------------------------------------------------------------------------------
FEDERATED UTILITY II (d)
- --------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............   $1.758    $1.558      $1.243      $1.125     $ 1.000         N/A
Accumulation unit value at end of period ...................   $1.801    $1.758      $1.558      $1.243     $ 1.125         N/A
Percentage change in accumulation unit value ...............     2.46%    12.82%      25.38%      10.45%      12.53%        N/A
Number of accumulation units outstanding at end of period ..  409,509   428,133     196,753     111,929      53,189         N/A
- --------------------------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES
AGGRESSIVE GROWTH (d)
- --------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............  $2.011     $1.513      $1.357      $1.269      $1.000         N/A
Accumulation unit value at end of period....................  $2.616     $2.011      $1.513      $1.357      $1.269         N/A
Percentage change in accumulation unit value................   30.09%     32.92%      11.54%       6.87%      26.93%        N/A
Number of accumulation units outstanding at end of period...1,682,811 1,484,765   1,145,154     881,491     398,348         N/A
- --------------------------------------------------------------------------------------------------------------------------------
GROWTH (d)
- --------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............  $2.240     $1.668      $1.372      $1.170      $1.000         N/A
Accumulation unit value at end of period....................  $2.600     $2.240      $1.668      $1.372      $1.170         N/A
Percentage change in accumulation unit value................   16.09%     34.31%      21.53%      17.27%      17.02%        N/A
Number of accumulation units outstanding at end of period ..2,686,165 1,772,621   1,026,609     570,927     144,293         N/A
- --------------------------------------------------------------------------------------------------------------------------------
WORLDWIDE GROWTH (d)
- --------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............  $2.394     $1.876      $1.551      $1.214      $1.000         N/A
Accumulation unit value at end of period....................  $2.686     $2.394      $1.876      $1.551      $1.214         N/A
Percentage change in accumulation unit value................   12.20%     27.64%      20.94%      27.74%      21.40%        N/A
Number of accumulation units outstanding at end of period...7,541,298 6,332,820   4,929,502   1,845,276     230,889         N/A
</TABLE>

<TABLE>
<CAPTION>
                                                                   1993        1992        1991        1990      1989
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>         <C>         <C>         <C>        <C>
- -----------------------------------------------------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES
AGGRESSIVE GROWTH (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
- -----------------------------------------------------------------------------------------------------------------------
GROWTH (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
- -----------------------------------------------------------------------------------------------------------------------
WORLDWIDE GROWTH (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>
                                                                 6/30/99   1998         1997         1996        1995        1994
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>       <C>         <C>            <C>         <C>         <C>
- ---------------------------------------------------------------------------------------------------------------------------------
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
LIMITED MATURITY BOND (e)
- ---------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............  $1.081      $1.046      $1.000         N/A         N/A         N/A
Accumulation unit value at end of period....................  $1.079      $1.081      $1.046         N/A         N/A         N/A
Percentage change in accumulation unit value................   -0.17%       3.35%       4.59%        N/A         N/A         N/A
Number of accumulation units outstanding at end of period... 291,194     225,717           0         N/A         N/A         N/A
- ---------------------------------------------------------------------------------------------------------------------------------
PARTNERS (e)
- ---------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............  $1.283      $1.243      $1.000         N/A         N/A         N/A
Accumulation unit value at end of period....................  $1.446      $1.283      $1.243         N/A         N/A         N/A
Percentage change in accumulation unit value................   12.71%       3.17%      24.32%        N/A         N/A         N/A
Number of accumulation units outstanding at end of period... 401,726     336,371      60,137         N/A         N/A         N/A
- ---------------------------------------------------------------------------------------------------------------------------------
STRONG OPPORTUNITY FUND II, INC.
OPPORTUNITY FUND II (e)
- ---------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............  $1.386      $1.233      $1.000         N/A         N/A         N/A
Accumulation unit value at end of period....................  $1.651      $1.386      $1.233         N/A         N/A         N/A
Percentage change in accumulation unit value................   19.11%      12.41%      23.32%        N/A         N/A         N/A
Number of accumulation units outstanding at end of period... 112,365      89,350       4,089         N/A         N/A         N/A
- ---------------------------------------------------------------------------------------------------------------------------------
STRONG VARIABLE INSURANCE FUNDS, INC.:
STRONG MID CAP GROWTH II (e)
- ---------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............  $1.622     $1.274      $1.000         N/A         N/A         N/A
Accumulation unit value at end of period....................  $2.059     $1.622      $1.274         N/A         N/A         N/A
Percentage change in accumulation unit value................   26.91%     27.40%      27.35%        N/A         N/A         N/A
Number of accumulation units outstanding at end of period...  54,287    145,329       3,989         N/A         N/A         N/A
- ---------------------------------------------------------------------------------------------------------------------------------
VAN ECK WORLDWIDE INSURANCE TRUST
WORLDWIDE BOND (d)
- ---------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............  $1.172     $1.050      $1.036      $1.021      $1.000         N/A
Accumulation unit value at end of period ...................  $1.084     $1.172      $1.050      $1.036      $1.021         N/A
Percentage change in accumulation unit value ...............   -7.51%     11.63%       1.37%       1.50%       2.05%        N/A
Number of accumulation units outstanding at end of period ..  36,641     30,830      16,578      23,735       6,030         N/A
- ---------------------------------------------------------------------------------------------------------------------------------
WORLDWIDE EMERGING MARKETS (e)
- ---------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............  $0.527     $0.808      $1.000         N/A         N/A         N/A
Accumulation unit value at end of period ...................  $0.765     $0.527      $0.808         N/A         N/A         N/A
Percentage change in accumulation unit value ...............   45.21%    -34.80%     -19.24%        N/A         N/A         N/A
Number of accumulation units outstanding at end of period .. 180,958    177,924      99,333         N/A         N/A         N/A
- ---------------------------------------------------------------------------------------------------------------------------------
WORLDWIDE HARD ASSETS (d)
- ---------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............  $0.840     $1.228      $1.262      $1.080      $1.000         N/A
Accumulation unit value at end of period ...................  $0.988     $0.840      $1.228      $1.262      $1.080         N/A
Percentage change in accumulation unit value ...............   17.66%    -31.62%      -2.66%      16.88%       7.97%        N/A
Number of accumulation units outstanding at end of period .. 245,197    198,619    $280,960      49,773      27,240         N/A
- ---------------------------------------------------------------------------------------------------------------------------------
WORLDWIDE REAL ESTATE (f)
- ---------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............  $0.854      $1.00         N/A         N/A         N/A         N/A
Accumulation unit value at end of period ...................  $0.941      0.854         N/A         N/A         N/A         N/A
Percentage change in accumulation unit value ...............   10.18%     14.60%        N/A         N/A         N/A         N/A
Number of accumulation units outstanding at end of period ..  16,109      2,276         N/A         N/A         N/A         N/A
- ---------------------------------------------------------------------------------------------------------------------------------
DREYFUS VARIABLE INVESTMENT FUND
DISCIPLINED STOCK (f)
- ---------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............  $1.075     $1.000         N/A         N/A         N/A         N/A
Accumulation unit value at end of period....................  $1.181     $1.075         N/A         N/A         N/A         N/A
Percentage change in accumulation unit value................    9.91%      7.48%        N/A         N/A         N/A         N/A
Number of accumulation units outstanding at end of period...  38,587     18,002         N/A         N/A         N/A         N/A
</TABLE>

<TABLE>
<CAPTION>
                                                                  1993        1992        1991        1990        1989
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>         <C>         <C>         <C>         <C>
- -----------------------------------------------------------------------------------------------------------------------
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
LIMITED MATURITY BOND (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
- -----------------------------------------------------------------------------------------------------------------------
PARTNERS (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
- -----------------------------------------------------------------------------------------------------------------------
STRONG OPPORTUNITY FUND II, INC.
OPPORTUNITY FUND II (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
- -----------------------------------------------------------------------------------------------------------------------
STRONG VARIABLE INSURANCE FUNDS, INC.:
STRONG MID CAP GROWTH II (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
- -----------------------------------------------------------------------------------------------------------------------
VAN ECK WORLDWIDE INSURANCE TRUST
WORLDWIDE BOND (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
- -----------------------------------------------------------------------------------------------------------------------
WORLDWIDE EMERGING MARKETS (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
- -----------------------------------------------------------------------------------------------------------------------
WORLDWIDE HARD ASSETS (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
- -----------------------------------------------------------------------------------------------------------------------
WORLDWIDE REAL ESTATE (f)
- -----------------------------------------------------------------------------------------------------------------------
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 VARIABLE INVESTMENT FUND
DISCIPLINED STOCK (f)
- -----------------------------------------------------------------------------------------------------------------------
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>
                                                                6/30/99    1998         1997        1996        1995        1994
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>       <C>            <C>         <C>         <C>         <C>
- ---------------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL VALUE (f)
- ---------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............  $0.944       $1.000         N/A         N/A         N/A         N/A
Accumulation unit value at end of period....................  $1.030       $0.944         N/A         N/A         N/A         N/A
Percentage change in accumulation unit value...............     9.13%       -5.58%        N/A         N/A         N/A         N/A
Number of accumulation units outstanding at end of period...       0            0         N/A         N/A         N/A         N/A
- ---------------------------------------------------------------------------------------------------------------------------------
INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF - HIGH YIELD (f)
- ---------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............  $0.953       $1.000         N/A         N/A         N/A         N/A
Accumulation unit value at end of period....................  $1.007       $0.953         N/A         N/A         N/A         N/A
Percentage change in accumulation unit value...............     5.66%       -4.69%        N/A         N/A         N/A         N/A
Number of accumulation units outstanding at end of period...  52,045       22,719         N/A         N/A         N/A         N/A
- ---------------------------------------------------------------------------------------------------------------------------------
INVESCO VIF - EQUITY INCOME (f)
- ---------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............  $1.032       $1.000         N/A         N/A         N/A         N/A
Accumulation unit value at end of period....................  $1.168       $1.032         N/A         N/A         N/A         N/A
Percentage change in accumulation unit value................   13.19%        3.20%        N/A         N/A         N/A         N/A
Number of accumulation units outstanding at end of period...   6,527       34,697         N/A         N/A         N/A         N/A
- ---------------------------------------------------------------------------------------------------------------------------------
LAZARD RETIREMENT SERIES, INC.
LAZARD RETIREMENT EQUITY (f)
- ---------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............  $1.058       $1.000         N/A         N/A         N/A         N/A
Accumulation unit value at end of period....................  $1.178       $1.058         N/A         N/A         N/A         N/A
Percentage change in accumulation unit value................   11.30%        5.81%        N/A         N/A         N/A         N/A
Number of accumulation units outstanding at end of period...     413            0         N/A         N/A         N/A         N/A
- ---------------------------------------------------------------------------------------------------------------------------------
LAZARD RETIREMENT SMALL CAP (f)
- ---------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............  $0.858       $1.000         N/A         N/A         N/A         N/A
Accumulation unit value at end of period....................  $0.957       $0.858         N/A         N/A         N/A         N/A
Percentage change in accumulation unit value................   11.53%      -14.23%        N/A         N/A         N/A         N/A
Number of accumulation units outstanding at end of period...   4,307        4,307         N/A         N/A         N/A         N/A
- ---------------------------------------------------------------------------------------------------------------------------------
LORD ABBETT SERIES FUND, INC.
GROWTH AND INCOME (f)
- ---------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............  $1.007       $1.000         N/A         N/A         N/A         N/A
Accumulation unit value at end of period....................  $1.151       $1.007         N/A         N/A         N/A         N/A
Percentage change in accumulation unit value................   14.26%        0.73%        N/A         N/A         N/A         N/A
Number of accumulation units outstanding at end of period...  25,066       13,870         N/A         N/A         N/A         N/A
- ---------------------------------------------------------------------------------------------------------------------------------
MITCHELL HUTCHINS SERIES TRUST
GROWTH & INCOME (f)
- ---------------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period..............  $0.992       $1.000         N/A         N/A         N/A         N/A
Accumulation unit value at end of period....................  $1.021       $0.992         N/A         N/A         N/A         N/A
Percentage change in accumulation unit value...............     2.87%       -0.75%        N/A         N/A         N/A         N/A
Number of accumulation units outstanding at end of period...   6,181        5,287         N/A         N/A         N/A         N/A
</TABLE>

<TABLE>
<CAPTION>
                                                                  1993        1992        1991        1990        1989
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>         <C>         <C>         <C>         <C>
- -----------------------------------------------------------------------------------------------------------------------
INTERNATIONAL VALUE (f)
- -----------------------------------------------------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------------------------------------------------
INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF - HIGH YIELD (f)
- -----------------------------------------------------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------------------------------------------------
INVESCO VIF - EQUITY INCOME (f)
- -----------------------------------------------------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------------------------------------------------
LAZARD RETIREMENT SERIES, INC.
LAZARD RETIREMENT EQUITY (f)
- -----------------------------------------------------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------------------------------------------------
LAZARD RETIREMENT SMALL CAP (f)
- -----------------------------------------------------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------------------------------------------------
LORD ABBETT SERIES FUND, INC.
GROWTH AND INCOME (f)
- -----------------------------------------------------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------------------------------------------------
MITCHELL HUTCHINS SERIES TRUST
GROWTH & INCOME (f)
- -----------------------------------------------------------------------------------------------------------------------
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>

(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 $1.000 on the inception date of May 1, 1998.


                                     PART B

                       STATEMENT OF ADDITIONAL INFORMATION

                    GROUP 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

                                __________, 1999

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS.  IT SHOULD BE READ
IN CONJUNCTION  WITH THE PROSPECTUS  DATED  _______,  1999 FOR CONSECO  VARIABLE
ANNUITY ACCOUNT C - GROUP 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 October 7,1998,
the Company changed its name from Great American  Reserve  Insurance  Company to
its present  name. In certain  states,  the Company may continue to use the name
Great American  Reserve  Insurance  Company until the name change is approved in
that state. The operations of the Company are handled by Conseco,  Inc. Conseco,
Inc. is a publicly  owned  financial  services  holding  company,  the principal
operations  of which are in the  development,  marketing and  administration  of
specialized annuity and life insurance  products.  The Company has its principal
offices at 11815 N.  Pennsylvania  Street,  Carmel,  Indiana 46032. The Variable
Account was established by the Company.

INDEPENDENT ACCOUNTANTS

     The financial  statements of Conseco Variable Annuity Account C and Conseco
Variable   Insurance   Company  have  been  examined   by______________________,
independent accountants, for the periods indicated in their reports as stated in
their opinion and have been so included in reliance upon such opinion given upon
the authority of that firm as experts in accounting and auditing.

DISTRIBUTION

     The Company continuously offers the Contracts through associated persons of
the principal  underwriter  for Variable  Account,  Conseco  Equity Sales,  Inc.
("Conseco Equity Sales"), a registered  broker-dealer and member of the National
Association of Securities Dealers, Inc. Conseco Equity Sales is located at 11815
N.  Pennsylvania  Street,  Carmel,  Indiana  46032,  and is an  affiliate of the
Company. For the years ending December 31, 1998, 1997 and 1996, the Company paid
Conseco Equity Sales total  underwriting  commissions of $1,723,064,  $1,896,989
and $1,930,300, respectively. In addition, certain Contracts may be sold by life
insurance/registered representatives of other registered broker-dealers.

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

VOTING RIGHTS

     Contract  Owners may  instruct  Conseco  VAriable  as to the voting of Fund
shares  attributable  to their  respective  interests  under  the  Contracts  at
meetings of  shareholders  of the Funds.  Contract  Owners entitled to vote will
receive  proxy  material and a form on which voting  instructions  may be given.
Conseco  Variable will vote the shares of Sub-Accounts  held by Variable Account
attributable  to the Contracts in  accordance  with  instructions  received from
Contract Owners.  Shares held in each Sub-Account for which timely  instructions
have not been received from  Contract  Owners will be voted by 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
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, not including contracts issued in
connection with governmental  employers deferred compensation plans described in
the  Prospectus,  Participants  and  Annuitants  have the right to instruct  the
Contract  Owner  with  respect  to the  number  of votes  attributable  to their
Individual Accounts or valuation reserve. Votes attributable to Participants and
Annuitants  who do not instruct the Contract  Owner will be cast by the Contract
Owner for or against each proposal to be voted upon,  in the same  proportion as
votes for which  instructions  have been received.  Participants  and Annuitants
entitled to instruct  the casting of votes will receive a notice of each meeting
of Contract Owners,  and proxy  solicitation  materials,  and a statement of the
number of votes attributable to their participation under the Contract.

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

CALCULATION OF YIELD QUOTATIONS

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

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

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

     The Portfolios of the eligible Funds may advertise  investment  performance
figures,  including yield. Each Sub-account's  yield will be based upon a stated
30-day  period and will be computed by dividing  the net  investment  income per
share earned  during the period by the maximum  offering  price per share on the
last day of the period, according to the following formula:

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

Where:

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

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

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

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

CALCULATION OF TOTAL RETURN QUOTATIONS

     Conseco  Variable may include  certain total return  quotations  for one or
more of the Portfolios of the eligible Funds in advertising, sales literature or
reports  to  Contract  Owners  or  prospective  purchasers.  Such  total  return
quotations  will be  expressed  as the average  annual rate of total return over
one-, five- and 10-year periods ended as of the end of the immediately preceding
calendar  quarter,  and as  the  dollar  amount  of  annual  total  return  on a
year-to-year,  rolling  12-month  basis  ended as of the end of the  immediately
preceding calendar quarter.

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

                                        n
                                 P (1+T)  = ERV


Where:

     P = beginning purchase payment of $1,000.

     T = average annual total return.

     n = number of years in period.

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


AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDING 6/30/98:

VARIABLE ACCOUNT SUB-ACCOUNTS                                        10 YEARS
                                                                     OR SINCE
                                            1 YEAR        5 YEARS    INCEPTION
                                            -------       -------    ---------
CONSECO SERIES TRUST
Balanced Portfolio (1)...................    ____%         _____%      _____%
Equity 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 Mid Cap Growth Fund II (3) .......   _____%         _____%      _____%

STRONG OPPORTUNITY FUND, INC.
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 Fund (4).....   _____%         _____%      _____%
   INVESCO VIF - Equity Income Fund (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.

GROSS AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDING 6/30/98:

VARIABLE ACCOUNT SUB-ACCOUNTS                                        10 YEARS
                                                                     OR SINCE
                                            1 YEAR         5 YEARS   INCEPTION
                                            -------        -------   ---------
CONSECO SERIES TRUST
Balanced Portfolio (1)...................   _____%          _____%     _____%
Equity 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 & 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 Mid Cap Growth Fund II (3) .......   _____%          _____%     _____%

STRONG OPPORTUNITY FUND, INC.
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 Fund (4).....   _____%          _____%     _____%
   INVESCO VIF - Equity Income Fund (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).

     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 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
governmental  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 in 1999, as indexed for  inflation) or
33 1/3 percent of the participant's includable compensation. However, in limited
circumstances,  up to $15,000  may be  deferred  in each of the last three years
before  normal  retirement  age.  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 (see "Annuity Options"
in the  prospectus),  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  applicable
Sub-Account by (ii) the Annuity Unit value for the Sub-Account. If Annuity Units
are  established  for  more  than  one  Sub-Account,  the  calculation  is  made
separately  and the results  combined to determine  the total  monthly  variable
annuity payment.

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

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  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 $1.3000000000. 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 as of
December 31, 1998 and  unaudited  financial  statements  as of June 30, 1999 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 Conseco Variable  Insurance  Company
               ("Company" or "Conseco  Variable") and Conseco  Variable  Annuity
               Account C will be filed by amendment.

          (b)  Exhibits

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

               (2) -- Not Applicable.

               (3) -- Form of Principal  Underwriting Agreement by and among the
               Company, Variable Account and Conseco Equity Sales.****

               (4)  --  Form  of  Group   Variable   Retirement   Contract   and
               Certificate.****

               (5) -- Application for Contracts listed at Exhibit 4.****

               (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
                         American    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  between  Great  American
                         Reserve Insurance Company,  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  Accountants.  (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. 5 to Form N-4 (File
Nos. 33-61122 and 811-04819) filed electronically on April 28, 1998.

****Incorporated  by reference  to  Post-Effective  Amendment  No. 6 to Form N-4
(File Nos. 33-61122 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  Conseco  Variable  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 Conseco Variable
- -----                           ---------------------------

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)

          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)

                    Beneficial Standard Life Insurance Company (California)

                    Great American Reserve Insurance Company (Texas)

               American Life Holdings, Inc. (Delaware)

                    American Life Holding Company (Delaware)

                         American Life and Casualty Insurance Company (Iowa)

                              Vulcan Life Insurance Company (Alabama) - (98%)

               Life Partners Group, Inc. (Delaware)

                    Wabash Life Insurance Company (Kentucky)

                 Massachusetts General Life Insurance Company (Massachusetts)

                    Philadelphia Life Insurance Company (Pennsylvania)

                         Lamar Life Insurance Company (Mississippi)

          American Travellers Life Insurance Company (Pennsylvania)

               United General Life Insurance Company (Texas)

               American Travellers Insurance Company of New York (New York)

          Intermediate Holdings, Inc. (Delaware)
               THD, Inc. (Delaware)

                    TLIC Life Insurance Company (Texas)

                         Transport Life Insurance Company (Texas)

                              Continental Life Insurance Company (Texas)

          Capitol American Financial Corporation (Ohio)

               Capitol Insurance Company of Ohio (Ohio)

               Capitol American Life Insurance Company (Arizona)

                    Frontier National Life Insurance Company (Ohio)

                    Capitol National Life Insurance Company (Ohio)

               Conseco Capital Management, Inc. (Delaware)

Conseco Equity Sales, Inc. (Texas)

Conseco Financial Services, Inc. (Pennsylvania)

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)

     MDS Securities Incorporated (Delaware)

     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, Conseco  Variable  Annuity Account C, Conseco Variable
     Annuity Account E, Conseco  Variable  Annuity  Account F, Conseco  Variable
     Account G, each being  segregated  asset accounts  established  pursuant to
     Texas law by Bankers  National Life Insurance  Company and Conseco Variable
     Insurance  Company,  respectively.  Shares of Conseco Series Trust are also
     sold to BMA Variable Life Account A of Business Men's Assurance  Company of
     America.

**   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



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):

Conseco Variable Annuity Account E
Conseco Variable Annuity Account F
Conseco Variable Annuity Account G
Conseco Fund Group
Rydex Advisor Variable Annuity Account
BMA Variable Life Account A

(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
<TABLE>
<CAPTION>

                                 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>


                                       C-6





*Fees paid by Conseco Variable 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 Conseco  Variable
Insurance 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. Conseco Variable 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 Conseco
Variable.


                                   SIGNATURES


     As required by the Securities Act of 1933 and the Investment Company Act of
1940, 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 7th
day of September, 1999.


                             CONSECO VARIABLE ANNUITY
                             ACCOUNT C
                               Registrant


                             By: Conseco Variable Insurance Company



                             By:  /S/ THOMAS J. KILIAN
                                 --------------------------------------
                                 President and Director



                             CONSECO VARIABLE INSURANCE COMPANY
                             Depositor

                          By:  /S/ THOMAS J. KILIAN
                             -------------------------------------
                              President and Director

     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                              9/7/99
- ------------------------------                                        --------------
Ngaire E. Cuneo


/S/ THOMAS J. KILIAN             Director                              9/7/99
- ------------------------------                                        --------------
Thomas J. Kilian

/S/ STEPHEN C. HILBERT           Director and Chairman of the Board    9/7/99
- ------------------------------   (Principal Executive Officer)        --------------
Stephen C. Hilbert


/S/ ROLLIN M. DICK               Director, Executive Vice President    9/7/99
- ------------------------------   and Chief Financial Officer          --------------
Rollin M. Dick                   (Principal Financial Officer)


/S/ JOHN J. SABL                 Director                              9/7/99
- ------------------------------                                        --------------
John J. Sabl


/S/ JAMES S. ADAMS               Senior Vice President and Treasurer   9/7/99
- ------------------------------   (Chief Accounting Officer)           ---------------
James S. Adams

</TABLE>



                               INDEX TO EXHIBITS

Exhibit No.                    Exhibit
- -------------                 ------------

(to be filed by amendment)


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