SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 17, 1996
AMERICAN TRAVELLERS CORPORATION
(Exact name of Registrant as specified in its charter)
PENNSYLVANIA 0-14391 23-1738097
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
3220 Tillman Drive
Bensalem, PA 19020
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 244-1600
ITEM 2: Acquisitions or Disposition of Assets.
Reference is made to the Registrant's Form 8-K dated August
25, 1996, which describes an Agreement and Plan of Merger dated
as of August 25, 1996 by and between Conseco, Inc., an Indiana
corporation ("Conseco"), and the Registrant (the "Merger
Agreement"). On December 17, 1996, the merger of the Company
with and into Conseco pursuant to the Merger Agreement was
consummated. The Exchange Ratio as defined in the Merger
Agreement is .5836, such that each outstanding share of the
Registrant's Common Stock has been converted into the right to
receive .5836 of a share of Conseco Common Stock. The
Registrant's outstanding 6.5% Convertible Subordinated Debentures
became convertible into shares of Conseco Common Stock on an
equivalent basis.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
AMERICAN TRAVELLERS CORPORATION
BY: /s/ SUSAN T. MANKOWSKI
Susan T. Mankowski
Vice President - Administration
DATE: December 17, 1996
