CONNING CORP, S-3, 1999-06-11

CONNING CORP
S-3, 1999-06-11
INVESTMENT ADVICE

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As filed with the Securities and Exchange Commission on June 11, 1999
Registration Statement No. 333-_______
______________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CONNING CORPORATION
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
MISSOURI 700 MARKET STREET 43-1719355
(State or other jurisdiction ST. LOUIS, MISSOURI (IRS Employer Identification No.)
of incorporation or organization) (314) 444-0498
</TABLE>

______________________

(Address, including zip code, and telephone number including area code,
of registrant's principal executive office)
______________________

LEONARD M. RUBENSTEIN
CHAIRMAN, PRESIDENT AND CEO
CONNING CORPORATION
700 MARKET STREET
ST. LOUIS, MISSOURI 63101
(314) 444-0498
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_______________________

Copies of all communications to:

WILLIAM L. HUTTON, ESQ. R. RANDALL WANG, ESQ.
ASSOCIATE GENERAL COUNSEL BRYAN CAVE LLP
CONNING CORPORATION 211 NORTH BROADWAY, SUITE 3600
700 MARKET STREET ST. LOUIS, MISSOURI 63109
ST. LOUIS, MISSOURI 63101 (314) 259-2000
(314) 444-0642 FAX (314) 259-2020
FAX (314) 444-0510
______________________

Approximate date of commencement of proposed sale to the public:
At such time or times after the effective date of this Registration
Statement as the selling shareholders shall determine.

______________________

If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box: / /

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, please check the following
box: /x/

If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act of 1933,
please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the
same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. / /
_____________________________________

<TABLE>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE PER SHARE<F*> AGGREGATE OFFERING PRICE REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 385,000 shares $16.8125 $6,472,813 $1,800
- -----------------------------------------------------------------------------------------------------------------------------------
<FN>
<F*>Estimated pursuant to Rule 457(c) solely for purposes of
calculating amount of registration fee, based upon the average of the
high and low sales prices reported on June 9, 1999, as reported on The
Nasdaq National Market.
</TABLE>

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(a), MAY DETERMINE.

- ----------------------------------------------------------------------------
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER
OR SALE IS NOT PERMITTED.
- ----------------------------------------------------------------------------

SUBJECT TO COMPLETION, DATED JUNE 11, 1999

PROSPECTUS

CONNING CORPORATION

385,000 SHARES OF COMMON STOCK

______________________

This prospectus relates to 385,000 shares of our common stock.
These shares may be offered and sold from time to time by the selling
shareholders named herein. We will not receive any of the proceeds
from the sale of the common shares. We will bear the costs relating to
the registration of the common shares, estimated to be approximately
$15,000.

The selling shareholders may offer their common shares through
public or private transactions, on or off The Nasdaq National Market, at
prevailing market prices, or at privately negotiated prices. The
selling shareholders may include pledgees, donees, transferees, or other
successors in interest (including A.G. Edwards & Sons, Inc. to the
extent that shares may be sold from a margin account).

The common shares are traded on The Nasdaq National Market under the
symbol CNNG. The closing sales price of the common shares as reported
on The Nasdaq National Market on June 10, 1999 was $16.875 per share. The
selling shareholders will pay any sales commissions or underwriting
discounts and fees and expenses of their counsel incurred in connection
with the sale of shares through this prospectus.

______________________

YOU SHOULD CAREFULLY CONSIDER "RISK FACTORS" BEGINNING ON PAGE 2
FOR IMPORTANT INFORMATION YOU SHOULD CONSIDER WHEN DETERMINING WHETHER
TO INVEST IN OUR COMMON STOCK.

______________________

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

______________________

The date of this prospectus is June ___, 1999

EXPLANATORY NOTES

We are registering these shares for the selling shareholders in
accordance with a prior commitment we made to them. They purchased their
shares in an employee offering in late 1996 and early 1997. The selling
shareholders financed their purchases of shares with borrowed funds,
which limits their ability to sell the shares under the holding period
provisions of Rule 144 under the Securities Act of 1933. The
shareholders who purchased shares without financing are generally not
subject to these holding period restrictions on sale. Our desire is to
register these shares to put the selling shareholders in essentially the
same position as other shareholders who did not purchase shares with
borrowed funds.
______________________

We have not authorized anyone to provide you with information or
to represent anything not contained in this prospectus. You must not
rely on any unauthorized information or representations. The selling
shareholders are offering to sell, and seeking offers to buy, only the
shares of common stock covered by this prospectus, and only under
circumstances and in jurisdictions where it is lawful to do so. The
information contained in this prospectus is current only as of its date,
regardless of the time of delivery of this prospectus or of any sale of
the shares.
______________________

You should read carefully this entire prospectus, as well as the
documents incorporated by reference in this prospectus, before making an
investment decision. Conning Corporation is a holding company that
conducts its business through three subsidiaries: (1) Conning, Inc. is
a wholly-owned subsidiary of the Company and serves as an intermediate
holding company; (2) Conning & Company is a wholly-owned subsidiary of
Conning, Inc. and is a registered investment adviser and broker-dealer;
and (3) Conning Asset Management Company is a wholly-owned subsidiary of
Conning & Company and is a registered investment adviser. All
references to "we," "us," "our," or "Conning" in this prospectus mean
Conning Corporation and its subsidiaries.
______________________

TABLE OF CONTENTS
PAGE
----

Risk Factors 2
The Company 11
Use of Proceeds 12
Selling Shareholders 12
Plan of Distribution 15
Legal Matters 17
Accounting Experts 17
Where You Can Find More Information 17
Incorporation of Certain Documents by Reference 18

RISK FACTORS

Before you invest in our common stock, you should be aware that
there are various risks, including those described below. You should
carefully consider these risk factors together with all of the other
information included or incorporated by reference in this prospectus
before you decide to purchase shares of our common stock.

BECAUSE WE PRIMARILY SERVE THE INSURANCE INDUSTRY, WE MAY BE ADVERSELY
AFFECTED BY DEVELOPMENTS IN THAT INDUSTRY.

We focus on providing asset management services to the insurance
industry. As a result, our business may be materially adversely
affected by events that affect the insurance industry. For example, the
insurance industry has been experiencing consolidation as companies
merge or are acquired. If such consolidation activity continues and our
current or prospective clients are acquired, their assets may end up
being managed by the combined company's internal staff or by another
external manager. In that case, our business could be materially
adversely affected. Further, over time, many insurance companies have
already started to use a greater percentage of external asset

managers. As a result, there may be fewer additional external asset
management opportunities. In addition, changes affecting the insurance
industry may have a materially adverse effect on our business. For
example, changes in related federal or state laws or regulations could
adversely affect insurance products or insurance company investments,
which could reduce the volume of assets available for management by us.

WE DEPEND ON GENERAL AMERICAN THROUGH CERTAIN INVESTMENT ADVISORY AND
ADMINISTRATIVE SERVICES AGREEMENTS BUT MAY NOT BE ABLE TO RELY ON IT IN
THE FUTURE.

GenAmerica Corporation, a Missouri corporation, beneficially owns
approximately 61.4% of our outstanding common stock. As of March 31,
1999, its subsidiary, General American Life Insurance Company and its
affiliates, accounted for approximately $17.1 billion of the
approximately $29.4 billion in assets which we had under discretionary
management. We refer to GenAmerica and its affiliates, including
General American Life Insurance Company, in this prospectus as "General
American." General American can terminate our advisory agreements upon
30 to 90 days' notice without penalty.

We cannot assure you that General American will maintain or not
seek to renegotiate their existing investment advisory relationships
with us in the future. The renegotiation of those relationships could
have a negative affect on us. Similarly, the termination of those
relationships would have a materially adverse effect on our business.
Additionally, General American presently leases to us all of our office
space in St. Louis; it also provides us with some administrative
services. We cannot assure you that those arrangements will continue or
that we would be able to find replacement office space or services on
similar or otherwise favorable terms.

GENERAL AMERICAN CAN CONTROL OUR BUSINESS AND LIMIT OUR ABILITY TO ENTER
INTO MAJOR BUSINESS TRANSACTIONS.

General American beneficially owns approximately 61.4% of our
common stock. Our Board of Directors consists of five directors, two of
whom are officers of General American or us. Because of its ownership
of a majority of our common stock, General American has the power to
elect our Board of Directors and to approve certain actions requiring
shareholder approval, including adopting amendments to our Articles of
Incorporation, and to control certain other actions requiring
shareholder approval, including mergers or sales of substantially all of
our assets or assets of our subsidiaries. For financial reporting
purposes, General American includes its share of our net income or loss
in its consolidated financial statements. Our Board of Directors,
including members who also are affiliated with General American, may
consider not only the short-term and long-term impact of operating
decisions on us but also the impact of such decisions on General
American.

WE ENGAGE IN TRANSACTIONS WITH GENERAL AMERICAN THAT CREATE CONFLICTS OF
INTEREST.

We are a party to investment advisory, administrative services,
and other agreements with General American and some of its affiliates.
Some of our officers were also officers of General American when such
agreements were entered into. We believe that the terms of such
agreements are at least as favorable to us as those we could have
negotiated with unrelated parties. However, these agreements may be
modified or renegotiated in the future. We may also enter into
additional agreements or transactions with General American or its
affiliates. Conflicts of interest could arise between General American
or its affiliates and us with respect to any of these agreements or
arrangements.

WE FACE CERTAIN CONFLICTS OF INTEREST WITH OUR EMPLOYEES.

Our executive officers, directors, and employees from time to time
receive a profit interest in, and invest in, investment funds that we
organize and manage. We (or one of our affiliates) may have a
relationship with those funds as sponsor or an investor or with one of
the company investments held by the investment funds. This relationship
may involve performing asset management services, publishing research,
or acting as a market-maker for that company. In addition, we may
organize businesses in the future in which our employees acquire
minority interests. There is a risk that, as a result of any such
profit or investment interest, a director, officer, or employee may take
actions which could conflict with our best interests.

WE FACE CHALLENGES IN ATTRACTING AND RETAINING QUALIFIED PERSONNEL.

Our success significantly depends on our officers and key
personnel. Retention of asset management, investment advisory, private
equity, research, sales and trading, and administrative professionals is
particularly important to our business prospects. We cannot assure you
that losses of key personnel will not occur in the future, which could
materially and adversely affect our business and prospects.

We expect the number of our employees to increase. Competition
for employees with the high degree of skill, and the often highly
specialized qualifications, we desire is intense, especially for asset
management and research professionals with expertise in the insurance
industry. We expect that continuing competition will cause our
compensation costs to continue to increase. We cannot assure you that
we will be able to recruit enough new employees with the desired
qualifications in a timely manner. If we fail to recruit new employees,
our business would be materially and adversely affected.

WE EXPERIENCE INTENSE COMPETITION IN OUR MARKETS.

We conduct business in highly competitive markets. We compete
with a large number of other asset management firms, as well as broker-
dealers, insurance companies, commercial banks, and others in the
business. Our asset management business competes for assets under
discretionary management with a large number of other specialty and
diversified investment advisory firms and divisions. Some of our
competitors are internal investment divisions of insurance companies.
The intensity of competition could increase if the rate of growth in
insurance company assets managed externally were to decline. New asset
management entities that may compete with us may be formed at relatively
low cost. Our focus on the insurance industry makes us particularly
subject to direct competition from firms or divisions that specialize in
providing services to the insurance sector. Additionally, other
insurance companies may spin out their investment management divisions,
which might then become competitors. Our asset management, real estate,
private equity, and investment accounting & reporting services are also
subject to intense competition. These operations require only limited
capital and have low barriers to entry. We cannot assure you that we
will be able to compete successfully against current and future
competitors or that competitive pressures faced by us will not
materially and adversely affect our business.

Many of our current and potential competitors are larger and have
access to greater resources, all of which could be used to compete
effectively against us. This competition could have a material adverse
effect on our business, as well as our ability to attract and retain
employees.

WE EXPOSE OURSELVES TO CERTAIN RISKS IN CONNECTION WITH ACQUISITIONS.

As part of our business strategy, we consider acquisitions of
similar or complementary businesses. We cannot assure you that we will
be successful in identifying attractive acquisition candidates or
completing acquisitions on favorable terms. In addition, acquisitions
are accompanied by risks, such as:

* potential exposure to unknown liabilities of acquired
companies or to acquisition costs and expenses;

* difficulty and expense of integrating the operations
and personnel of the acquired companies;

* potential disruption to our business and potential
diversion of our management's time and attention;

* impairment of relationships with and the possible loss
of key employees and clients as a result of the changes in
management;

* amortization expenses, if an acquisition gives rise to
goodwill on our balance sheet; and

* dilution to our shareholders if the acquisition is
made with our stock.

We cannot assure you that we can effectively assimilate the
products, technologies, or businesses of acquired companies.
Additionally, an acquisition may have a negative effect on our revenues
or earnings. Further, we may incur significant expense to complete
acquisitions and to support the acquired products and businesses. We
may fund acquisitions with cash, debt, or equity, which could have the
effect of diluting or otherwise adversely affecting our existing
shareholders.

ADVERSE CHANGES IN ECONOMIC OR MARKET CONDITIONS OR REGULATIONS COULD
REDUCE OUR REVENUES.

Changes in economic and market conditions may adversely affect:

* our profitability;

* the performance of our services; and

* the demand for our services.

A significant portion of our revenues come from asset management
fees, which are generally based on the market value of assets under
management. Consequently, significant fluctuations in the values of
securities may affect materially the value of assets under management
and thus our revenues and profitability. This may occur as the result of
substantial changes in the equity and fixed income markets resulting
from changes in interest rates, inflation rates, or other economic
factors. We focus on insurance companies, which tend to invest heavily
in interest-sensitive securities. As a result, our assets under
management are sensitive to interest rate volatility. Changes in
interest rates could reduce the market value of assets under management.
Adverse market conditions could also cause our clients to reduce the
amount of funds they ask us to manage or reduce the allocation of assets
to particular types of investments. Any of these events could reduce
our revenues.

Fluctuations in the investment patterns of our clients also
affects the amount of assets under management. Because our clients are
mainly in the insurance business, regulatory changes could reduce our
revenues, such as changes in insurance company investment regulations or
adverse tax law changes.

The fees which we charge to registered investment companies are
subject to fiduciary standards and periodic review of the boards of
directors of the companies to determine if such fees are excessive. We
believe that our fees are not excessive under current judicial authority
relating to such fees, but we cannot assure you that such fees might not
be determined in the future to be excessive and subject to renegotiation
or challenge in court.

Our mortgage origination and mortgage and real estate servicing
business is dependent on local economic conditions. Although we have
mortgage activity in approximately 25 states, significant declines in
the local economies in a number of such states could reduce the
availability of high quality mortgages and real estate developments.
This could also increase competition for mortgages. Economic and market
conditions may also reduce our clients' demand for mortgages.

Periodically, we serve as an underwriter of publicly-offered
securities. Underwriting revenues, as well as brokerage commissions,
are highly volatile. They depend on a variety of factors, including
market conditions and transaction activity. We cannot give you any
assurance as to the amount of such revenues, if any, that may arise in
future periods.

THE REGULATION OF OUR INDUSTRY IS EXTENSIVE AND COMPLEX.

INTRODUCTION

The securities industry and our business are subject to extensive
regulation by the Securities and Exchange Commission (which we refer to
as the "SEC"), state securities regulators, and other governmental
regulatory authorities. For example, these include:

* Broker-dealer regulation by the National Association of
Securities Dealers, Inc., which we refer to as the "NASD."
Also, Conning & Company is registered as a broker-dealer
under the Securities Exchange Act of 1934, which we refer to
as the "Exchange Act," and various state broker-dealer
registration laws.

* Investment adviser regulation, as Conning & Company and
Conning Asset Management Company, two of our subsidiaries,
are registered as investment advisers with the SEC. As
registered investment advisers, they are subject to the
Investment Advisers Act of 1940, which we refer to as the
"Advisers Act," and the related regulations.

* Investment company regulation, as Conning Asset Management
Company acts as an investment adviser to a number of
registered investment companies, and therefore is also
subject to the Investment Company Act of 1940, which we
refer to as the "Investment Company Act."

* The Employee Retirement Income Security Act of 1974, which
we refer to as "ERISA," and related regulations. Conning
Asset Management Company is subject to ERISA because it is a
fiduciary with respect to:

- the investments of its discretionary asset
management clients which belong to employee
benefit plans subject to ERISA; and

- the investments of portfolios managed by us that
contain assets of plans subject to ERISA.

* Mortgage or real estate brokers licensing requirements of a
number of states due to our mortgage origination activities.

SECURITIES REGULATIONS RESTRICT OUR ACTIVITIES AND EXPOSE US TO
POTENTIAL LIABILITY

Extensive securities regulations restrict our activities.
Additionally, our management may be required to devote substantial time
and effort to regulatory compliance issues. Further, Conning & Company
is exposed to liability under federal and state securities laws and
court decisions, including decisions with respect to underwriters'
liability and limitations on indemnification of underwriters by issuers.
Violations of federal or state laws or regulations, or rules of
organizations, such as the NASD, could subject us, our subsidiaries and
our employees to disciplinary proceedings or civil or criminal
liability. These sanctions could include:

* revocation of licenses;

* censures;

* fines; or

* temporary suspension or permanent bar from the conduct of
their business.

Any of these proceedings or sanctions could have a material
adverse effect on our business.

WE MAY FACE PENALTIES IF WE FAIL TO COMPLY WITH LAWS

Many of these regulations are subject to varying interpretations,
such as those governing affiliated transactions involving clients.
Regulators make periodic examinations and review annual, monthly, and
other reports on our operations and financial condition. In the event
we do not comply with any applicable law or regulation, governmental
regulators or other organizations, such as the NASD, may institute
administrative or judicial proceedings. These proceedings could result
in:

* censures;

* fines;

* civil penalties (including treble damages in the case of
insider trading violations);

* criminal penalties;

* the issuance of cease-and-desist orders;

* the deregistration or suspension of the non-compliant
broker-dealer or investment adviser;

* the suspension or disqualification of the broker-dealer's or
investment adviser's officers or employees;

* removal from our role as fiduciary with respect to the
investment of assets subject to ERISA; and

* other adverse consequences.

We have not experienced any such penalties to date. These
violations or noncompliance could also subject us or our employees to
civil actions by private parties.

In connection with our private equity activities, Conning &
Company, its affiliates, and the private equity funds which they manage
are relying on exemptions from registration under the Investment Company
Act, the Securities Act of 1933, and state securities laws. Failure to
meet the requirements of any of these exemptions could have a material
adverse effect on:

* our business;

* the manner in which we and they carry out investment
activities; and

* the compensation received by Conning & Company and its
affiliates from the private equity funds.

CHANGING SECURITIES REGULATIONS COULD ADVERSELY AFFECT OUR
BUSINESS

The regulatory environment in which we operate often changes. We
may be adversely affected by new or revised legislation or regulations
imposed by the SEC, other governmental regulatory authorities, or other
regulatory bodies. We also may be adversely affected by changes in the
interpretation or enforcement of existing laws and rules by these
governmental authorities and other regulatory bodies.

OTHER BUSINESS REGULATIONS COULD ADVERSELY AFFECT OUR BUSINESS

Our businesses may be materially affected also by other laws of
general application. For example, our asset management revenues could
be adversely affected by:

* existing and proposed tax legislation;

* other governmental regulations and policies such as the
interest rate policies of the Federal Reserve Board; and

* changes in the interpretation or enforcement of existing
laws and rules that affect the business and financial
communities.

The insurance industry can be affected not only by such
legislation or regulations of general applicability, but also by
industry-specific legislation or regulations.

NET CAPITAL REQUIREMENTS LIMIT OUR OPERATIONS AND RESTRICT THE
PAYMENT OF DIVIDENDS

As a registered broker-dealer and member of the NASD, Conning &
Company is subject to the net capital rules of the SEC, various states,
and the NASD. These rules require that registered broker-dealers and
NASD members maintain minimum levels of net capital. They are designed
to assure that broker-dealers maintain adequate regulatory capital in
relation to their liabilities and the size of their customer business.
They have the effect of requiring that broker-dealers keep a substantial
portion of their assets in cash or highly liquid investments. These net
capital requirements could have a materially adverse effect on our
ability to distribute dividends to our shareholders. As a holding
company, our main assets are shares of the common stock of Conning, Inc.
Conning, Inc. owns all of the common stock of Conning & Company. The
primary source of funds for us to make dividend distributions, if any,
will be dividends paid to us by Conning, Inc. Conning, Inc.'s principal
source of funds is dividends received from Conning & Company, which may
be restricted by these net capital rules.

OUR CUSTOMERS CAN TERMINATE OUR INVESTMENT ADVISORY AGREEMENTS ON SHORT
NOTICE.

A large portion of our revenues come from investment advisory
agreements with insurance companies, particularly General American and
its affiliates, and institutional clients. Our clients can generally
terminate these agreements on 30 to 90 days' notice without penalty.
Any termination that involved a material portion of assets under
management could have a material adverse effect on our business.

PROVISIONS OF THE ADVISERS ACT AND THE INVESTMENT COMPANY ACT THAT
RESTRICT "ASSIGNMENTS" OF INVESTMENT ADVISORY AGREEMENTS MIGHT
DISCOURAGE ANY POTENTIAL PURCHASERS OF US.

Under the Advisers Act, investment advisory agreements are
voidable upon assignment unless the client consents to the assignment.
Under the Investment Company Act, investment advisory agreements
terminate upon assignment. The term "assignment" includes:

* a direct assignment, but also

* a transfer of a "controlling block" of the firm's voting
securities, or

* under some circumstances, a transfer of a "controlling
block" of the voting securities of a parent corporation.

Under the Investment Company Act, during the two-year period after
a change of control of an investment adviser of a registered investment
company, there may not be imposed an "unfair burden" on that company as
a result of a change in control. That prohibition could be interpreted
to restrict increases in investment advisory fees during the two-year
period. This may discourage potential purchasers from acquiring any
interest in us that might constitute a change of control under the
Investment Company Act.

THE SALE OF COMMON STOCK BY GENERAL AMERICAN OR OTHER SHAREHOLDERS MAY
REQUIRE PRIOR APPROVAL FROM OUR CLIENTS OR THEIR SHAREHOLDERS IN ORDER
TO PRESERVE CURRENT INVESTMENT ADVISORY AGREEMENTS; IT MIGHT BE
DIFFICULT TO OBTAIN THOSE APPROVALS.

Sales of our common stock by General American or other
shareholders, or issuances of common stock by us, could result in a
deemed assignment of our investment advisory agreements under the
Advisers Act and the Investment Company Act. In the case of any of our
registered investment company clients, a majority of the shareholders of
the client must approve the assignment before it takes place. In the
case of our other clients, the client itself must approve the assignment
before it takes place We cannot assure you that our clients would
consent to any assignment of investment advisory agreements or approve
new investment advisory agreements with us in such an event.

OUR ARTICLES OF INCORPORATION CONTAIN LIMITATIONS ON THE VOTING POWER OF
SOME SHAREHOLDERS TO TRY TO AVOID DEEMED "ASSIGNMENTS" OF OUR INVESTMENT
ADVISORY AGREEMENTS.

Our Articles of Incorporation provide that no person or group
deemed to be a beneficial owner (as defined) of our common stock may
vote more than 20% of the total number of shares of common stock
outstanding. This provision of the Articles does not apply to General
American or its subsidiaries or affiliates, our direct or indirect
subsidiaries and some of our employee plans. Our Board of Directors may
approve the exemption of other persons or groups from these provisions.
This voting limitation is in place to reduce the likelihood, under some
circumstances, of inadvertent terminations of our advisory agreements as
a result of "assignments" of such contracts. We cannot assure you that
this voting limitation will prevent such a termination from occurring.
In addition, this limitation could have an anti-takeover effect and make
changes in management more difficult.

PROVISIONS OF MISSOURI LAW AND OUR CHARTER DOCUMENTS MAY MAKE A TAKEOVER
DIFFICULT.

Some provisions of Missouri law, our Articles of Incorporation,
and our Bylaws could discourage a third party from attempting to acquire
control of us. Some of the provisions of Missouri law include:

* Missouri's "business combination" statute, which
imposes restrictions and conditions on some transactions
with an "interested shareholder" (generally a shareholder
owning more than 20% of the corporation's voting stock) for
five years following the date on which that shareholder
became an interested shareholder; and

* Missouri's "take-over bid disclosure" statute, which
provides that, before making a tender offer for some
Missouri corporations, the offeror must file some disclosure
materials.

Our Articles of Incorporation and Bylaws:

* contain some limitations on the voting power of some of our
shareholders;

* provide for a classified Board of Directors;

* limit the right of shareholders to remove directors;

* limit the right of shareholders to change the size of our
Board of Directors;

* limit the right of shareholders to fill vacancies on our
Board of Directors;

* limit the right of shareholders to act by written consent;

* limit the right of shareholders to call a special meeting of
shareholders;

* require a higher percentage of shareholders than would
otherwise be required to amend, alter, or repeal certain
provisions of our Articles of Incorporation and Bylaws;

* provide that our Bylaws may be amended only by the majority
vote of our Board of Directors; and

* authorize us to issue preferred stock without seeking
shareholder approval; our Board of Directors has the power
to set the terms of any preferred shares, which could
adversely affect our common stock.

These provisions could also limit or depress the price that some
investors might be willing to pay in the future for shares of our common
stock.

FUTURE SALES OR ISSUANCES OF SHARES COULD ADVERSELY AFFECT OUR SHARE
PRICE.

Sales of substantial numbers of additional shares of our common
stock, or the perception those sales might occur, could adversely affect
the market price of our common stock. General American beneficially owns
approximately 61.4% of our common stock and has rights to require us to
register most of its shares for sale under the Securities Act of 1933.
Additionally, all of its shares of our common stock are eligible for
sale pursuant to Rule 144 under the Securities Act. As of June 1, 1999,
approximately 2,654,368 shares of our common stock are issuable upon
exercise of outstanding stock options; an additional 178,141 shares are
available for future awards.

OUR COMMUNICATION AND INFORMATION SYSTEMS ARE SUBJECT TO RISK OF FAILURE
AND ARE DEPENDENT ON THIRD PARTY VENDORS.

Our business significantly depends on communications and
information systems and third-party vendors for securities pricing
information and updates on certain software. Our investment accounting
& reporting services depend on the timeliness and accuracy of reports
furnished by us to our customers. Although we believe we have adequate
procedures in place to ensure the timeliness and accuracy of our
services, any delays or inaccuracies in that information may give rise
to potential claims against us and could materially adversely affect our
business. Further, we cannot assure you that we will not suffer a
systems failure or interruption caused by various events. Similarly, we
cannot assure you that our back-up procedures and capabilities, in the
event of any such failure or interruption, will be adequate.

FAILURE TO SUCCESSFULLY ADDRESS THE YEAR 2000 ISSUE COULD ADVERSELY
AFFECT OUR BUSINESS.

We have established a compliance team to address the "year 2000"
issue, which generally refers to the inability of computer systems to
properly recognize calendar dates beyond December 31, 1999.

We are working to make appropriate modifications to our computer
systems. We are also contacting most of our business partners,
suppliers, and vendors to try to determine their year 2000 readiness. We
do not believe it is possible to completely determine compliance of all
of their systems. There are many companies that produce the products
and services that are supplied to us by these external sources. If a
particular supplier, vendor, or business partner is unable to provide
products or services to us due to a year 2000 failure, we believe we
have adequate alternate sources for such products or services. We
cannot assure you, however, that similar or identical products or
services would be available on the same terms and conditions or that we
would not experience some adverse effect as a result of switching to
such alternate sources.

Based on these efforts, we do not believe that the year 2000 issue
will have a material adverse effect on our business or results of
operations. We cannot, however, guarantee such a favorable outcome.
The failure to correct a material year 2000 problem could result in an
interruption or failure in our normal business operations. These
failures could adversely affect our results of operations, liquidity,
and financial condition, particularly as a result of uncertainty
concerning the year 2000 readiness of third-party suppliers and clients.

ACTUAL RESULTS COULD DIFFER MATERIALLY FROM FORWARD-LOOKING STATEMENTS
CONTAINED IN THIS PROSPECTUS OR OUR SEC FILINGS.

Some of the statements contained in this prospectus and in our
filings with the SEC, in our press releases and in oral statements are
or may constitute forward-looking statements. These include statements
relating to:

* our financial position;

* our plans to increase revenues;

* our competitive strengths, business objectives, or
strategies;

* insurance industry trends;

* our expectations regarding General American's assets or
activities; and

* our year 2000 efforts.

Because these statements are subject to risks and uncertainties,
actual results may differ materially from those expressed or implied by
those forward-looking statements or from historical results. Factors
that could cause actual results to differ materially include, but are
not limited to, those discussed under the heading "Risk Factors."

In addition to the "Risk Factors," our business entails a variety
of additional risks, which are set forth in documents we have filed or
will file from time to time with the SEC. All subsequent written and
oral forward-looking statements attributable to us or our
representatives are expressly qualified in their entirety by these
descriptions of these various risks. You should not place undue
reliance on our forward-looking statements, which speak only as of the
date they are made. We undertake no obligation to release publicly any
revisions which may be made to any forward-looking statements to reflect
events or circumstances after the date of those statements or to reflect
the occurrence of anticipated or unanticipated events.

THE COMPANY

GenAmerica Corporation beneficially owns approximately 61.4% of
our outstanding common stock. General American and its affiliates
provide us with a variety of management and administrative services
(including legal, employee benefit, payroll, personnel, facilities, and
information services) at our request. We also have entered into a
number of investment advisory agreements with General American and its
affiliates.

We are one of the largest asset managers specializing in insurance
company investments in the United States, a leading source of private
equity capital in the specialty insurance market, and a national
provider of research on the insurance industry. Our revenues consist of
asset management and related fees, research service fees, and other
income.

Our asset management and related revenues come from three sources:
asset management fees, private equity fund management fees, and fees
related to our mortgage and real estate activities. Asset management
fees primarily reflect fees for discretionary asset management services
provided to insurance company clients, including General American and
its affiliates. Our private equity fund management fees represent
annual management fees based on a percentage of committed capital and a
participation in specified net gains of the funds. Our commercial
mortgage fees primarily reflect fees associated with loan originations
as well as fees associated with ongoing servicing and management fees
with respect to loans in portfolios managed by us.

Research service fees generally represent commissions paid for
securities transactions that we effect. Other income is primarily
investment income we earn.

Our executive offices are located at 700 Market Street, St. Louis,
Missouri 63101 and our telephone number is 314-444-0498.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the common
shares offered by this prospectus, nor will such proceeds be available
for our use or benefit.

SELLING SHAREHOLDERS

For ease of reference, the term "selling shareholder" also
includes any transferees, pledgees, donees, or successors to the selling
shareholders named in the table below. Pledgees could include banks,
brokers, financial institutions, or other lenders, such as A.G. Edwards
& Sons, Inc. and/or its affiliates. To the extent required, we will
name any additional selling shareholder in a supplement to this
prospectus.

We are registering the shares, among other reasons, to permit the
selling shareholders to sell all or a portion of their shares through
this prospectus and also to permit those selling shareholders who desire
to do so to pledge their shares as collateral for all or a portion of
the shares with brokerage or other financial or lending institutions for
margin loans. Margin loans may be made by A.G. Edwards & Sons, Inc. to
some of the selling shareholders who may use the proceeds to repay loans
made by General American to those shareholders in connection with the
initial purchase of the shares, as described in footnote 2 to the table.

The following table and footnotes set forth certain information
with respect to the beneficial ownership of our common stock as of June
1, 1999, both before and after giving effect to the sale of common
shares in this offering by the selling shareholders. Except as
described in the table, none of the selling shareholders has had any
position, office, or material relationship with us or any of our
affiliates within the past three years. The information included below
is based upon information provided by the selling shareholders. The
table assumes that the selling shareholders sell all of the shares
offered by them in this offering. We cannot assure you that any of the
selling shareholders will sell any of the common shares offered by them
hereunder.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO OWNED AFTER
THE OFFERING <F1> THE OFFERING <F1>
----------------- -----------------
COMMON
STOCK
POSITION WITH PERCENT OF OFFERED PERCENT OF
NAME THE COMPANY NUMBER OUTSTANDING HEREBY <F2> NUMBER OUTSTANDING
---- ----------- ------ ----------- ----------- ------ -----------
<S> <C> <C> <C> <C> <C> <C>
Leonard M. Rubenstein Chairman, President & 230,721<F3> 1.7% 40,000 190,721<F3> 1.4%
Chief Executive Officer

Michael D. McLellan Executive Vice President 121,844<F4> <F*> 20,000 101,844<F4> <F*>

Fred M. Schpero Senior Vice President & 52,433<F5> <F*> 20,000 32,433<F5> <F*>
Chief Financial Officer

William R. Bennett Senior Vice President 28,365<F6> <F*> 5,000 23,365<F6> <F*>

Mark A. Blassie Senior Vice President 18,542<F7> <F*> 5,000 13,542<F7> <F*>

Sabra R. Brinkmann Former Vice President<F27> 7,500 <F*> 7,500 -0- <F*>

Bruce B. Brodie Former Senior Vice 18,000<F8> <F*> 15,000 3,000<F8> <F*>
President<F27>

Frank D. Campbell Senior Vice President 41,033<F9> <F*> 30,000 11,033<F9> <F*>

Laura R. Caro Senior Vice President 56,684<F10> <F*> 5,000 51,684<F10> <F*>

W. Michael Cody Vice President 16,334<F11> <F*> 5,000 11,334<F11> <F*>

Claude A. Fongemie Senior Vice President 13,272<F12> <F*> 10,000 3,272<F12> <F*>

William L. Frields Senior Vice President 28,365<F13> <F*> 5,000 23,365<F13> <F*>

Paul S. Goulekas Senior Vice President 91,033<F14> <F*> 35,000 56,033<F14> <F*>

David A. Kaslow Vice President 16,167<F15> <F*> 5,000 11,167<F15> <F*>

Douglas R. Koester Senior Vice President 123,142<F16> <F*> 20,000 103,142<F16> <F*>

John W. Marske Vice President 22,684<F17> <F*> 5,000 17,684<F17> <F*>

Seth C. Miller Senior Vice President 53,628<F18> <F*> 27,500 26,128<F18> <F*>

Allen A. Mossien Vice President 20,417<F19> <F*> 15,000 5,417<F19> <F*>

Steven F. Piaker Senior Vice President 43,134<F20> <F*> 20,000 23,134<F20> <F*>

David N. Reid Senior Vice President 109,912<F21> <F*> 20,000 89,912<F21> <F*>

William E. Rotatori Senior Vice President 41,799<F22> <F*> 30,000 11,799<F22> <F*>

Robert B. St. Cyr Senior Vice President 28,365<F23> <F*> 5,000 23,365<F23> <F*>

J. Terri Tanaka Former Senior 122,067<F24> <F*> 20,000 102,067<F24> <F*>
Vice President<F27>

Gerard Vecchio Senior Vice President 24,853<F25> <F*> 10,000 14,853<F25> <F*>

David B. Vignolo Vice President 12,272<F26> <F*> 5,000 7,272<F26> <F*>

TOTALS 1,342,566 9.4% 385,000 957,566 6.7%
- -----------------------------------------------------------------------------------------------------------------------------------
<FN>

<F*> Less than one percent

<F1> Unless otherwise noted, each person has sole voting and investment
power with respect to all shares listed opposite such person's name.
Shares issuable upon exercise of a person's exercisable stock options
are deemed to be outstanding for purposes of calculating such person's
percentage ownership.

<F2> The shares of offered stock were acquired by the selling
shareholders in a private offering completed in late 1996 and early
1997. General American financed the acquisition of these shares by
making unsecured demand loans to the selling shareholders. The shares
may be offered from time to time by the selling shareholders. However,
the selling shareholders are not obligated to sell all or any portion of
their shares, nor are they obligated to sell any of their shares
immediately pursuant to this prospectus. Because the selling
shareholders may sell all or some of their shares, no estimate can be
given as to the amount of common stock actually to be offered for sale
by a selling shareholder or as to the amount of common stock that will
be held by a selling shareholder upon the termination of this offering.

<F3> Includes 187,565 shares of common stock subject to stock options
that are exercisable within 60 days and 2,656 shares of restricted stock
that are subject to forfeiture in accordance with the terms of the
specific grant (as to which Mr. Rubenstein has no investment power), and
500 shares that are owned by Mr. Rubenstein's child (as to which Mr.
Rubenstein shares voting and investment power and disclaims beneficial
ownership).

<F4> Includes 98,402 shares of common stock subject to stock options
that are exercisable within 60 days and 3,242 shares of restricted stock
that are subject to forfeiture in accordance with the terms of the
specific grant (as to which the individual has no investment power).

<F5> Includes 15,668 shares of common stock subject to stock options
that are exercisable within 60 days and 1,719 shares of restricted stock
that are subject to forfeiture in accordance with the terms of the
specific grant (as to which the individual has no investment power).

<F6> Includes 21,334 shares of common stock subject to stock options
that are exercisable within 60 days and 2,031 shares of restricted stock
that are subject to forfeiture in accordance with the terms of the
specific grant (as to which the individual has no investment power).

<F7> Includes 11,667 shares of common stock subject to stock options
that are exercisable within 60 days and 1,875 shares of restricted stock
that are subject to forfeiture in accordance with the terms of the
specific grant (as to which the individual has no investment power).

<F8> Includes 3,000 shares of common stock subject to stock options that
are exercisable within 60 days.

<F9> Includes 9,002 shares of common stock subject to stock options that
are exercisable within 60 days and 2,031 shares of restricted stock that
are subject to forfeiture in accordance with the terms of the specific
grant (as to which the individual has no investment power).

<F10> Includes 50,434 shares of common stock subject to stock options
that are exercisable within 60 days and 1,250 shares of restricted stock
that are subject to forfeiture in accordance with the terms of the
specific grant (as to which the individual has no investment power).

<F11> Includes 11,334 shares of common stock subject to stock options
that are exercisable within 60 days.

<F12> Includes 2,334 shares of common stock subject to stock options
that are exercisable within 60 days and 938 shares of restricted stock
that are subject to forfeiture in accordance with the terms of the
specific grant (as to which the individual has no investment power).

<F13> Includes 21,334 shares of common stock subject to stock options
that are exercisable within 60 days and 2,031 shares of restricted stock
that are subject to forfeiture in accordance with the terms of the
specific grant (as to which the individual has no investment power).

<F14> Includes 23,493 shares of common stock subject to stock options
that are exercisable within 60 days and 9,375 shares of restricted stock
that are subject to forfeiture in accordance with the terms of the
specific grant (as to which the individual has no investment power).

<F15> Includes 11,167 shares of common stock subject to stock options
that are exercisable within 60 days.

<F16> Includes 101,067 shares of common stock subject to stock options
that are exercisable within 60 days and 1,875 shares of restricted stock
that are subject to forfeiture in accordance with the terms of the
specific grant (as to which the individual has no investment power).

<F17> Includes 16,334 shares of common stock subject to stock options
that are exercisable within 60 days and 1,250 shares of restricted stock
that are subject to forfeiture in accordance with the terms of the
specific grant (as to which the individual has no investment power).

<F18> Includes 10,503 shares of common stock subject to stock options
that are exercisable within 60 days and 15,625 shares of restricted
stock that are subject to forfeiture in accordance with the terms of the
specific grant (as to which the individual has no investment power).

<F19> Includes 3,667 shares of common stock subject to stock options
that are exercisable within 60 days and 1,250 shares of restricted stock
that are subject to forfeiture in accordance with the terms of the
specific grant (as to which the individual has no investment power).

<F20> Includes 5,668 shares of common stock subject to stock options
that are exercisable within 60 days and 1,406 shares of restricted stock
that are subject to forfeiture in accordance with the terms of the
specific grant (as to which the individual has no investment power).

<F21> Includes 64,155 shares of common stock subject to stock options
that are exercisable within 60 days and 1,875 shares of restricted stock
that are subject to forfeiture in accordance with the terms of the
specific grant (as to which the individual has no investment power).

<F22> Includes 9,002 shares of common stock subject to stock options
that are exercisable within 60 days and 1,797 shares of restricted stock
that are subject to forfeiture in accordance with the terms of the
specific grant (as to which the individual has no investment power).

<F23> Includes 21,334 shares of common stock subject to stock options
that are exercisable within 60 days and 2,031 shares of restricted stock
that are subject to forfeiture in accordance with the terms of the
specific grant (as to which the individual has no investment power).

<F24> Includes 101,067 shares of common stock subject to stock options
that are exercisable within 60 days.

<F25> Includes 2,667 shares of common stock subject to stock options
that are exercisable within 60 days and 938 shares of restricted stock
that are subject to forfeiture in accordance with the terms of the
specific grant (as to which the individual has no investment power).

<F26> Includes 6,334 shares of common stock subject to stock options
that are exercisable within 60 days and 938 shares of restricted stock
that are subject to forfeiture in accordance with the terms of the
specific grant (as to which the individual has no investment power).

<F27> Ms. Brinkman terminated employment with us in July 1998. Mr.
Brodie became Chief Technology Officer of GenAmerica Corporation (which
owns 100% of the outstanding shares of General American Life Insurance
Company) in October 1997. Ms. Tanaka became Senior Vice President of
Cova Financial Services Life Insurance Company (an affiliate of General
American) in June 1998.
</TABLE>

PLAN OF DISTRIBUTION

We are registering the common shares covered by this prospectus
for the selling shareholders. As used in this prospectus, "selling
shareholders" includes any pledgees, donees, transferees or other
successors in interest who may later hold the selling shareholders'
interest (including A.G. Edwards & Sons, Inc. to the extent that shares
may be sold from a margin account, as described below). To the extent
required, we will identify any additional selling shareholders in a
supplement to this prospectus. We currently expect to keep this
prospectus effective for at least one year.

As described in the table under "Selling Shareholders" above, some
of the selling shareholders may pledge their shares offered through this
prospectus as collateral in loan transactions pursuant to loan and
margin agreements with A.G. Edwards & Sons, Inc. These loan and margin
agreements would include maintenance of collateral value covenants. The
covenants would require that, in the event that the value of the pledged
shares declines below an

agreed upon percentage of the related loan, the selling shareholder
would be obligated to pledge cash or other additional collateral of a
type acceptable to A.G. Edwards & Sons, Inc. in an amount that results
in the aggregate value of the pledged shares and other collateral
exceeding an agreed upon percentage of the loan. Upon default by the
selling shareholder under the loan or pledge agreements, including
without limitation any failure of the selling shareholder to provide
satisfactory additional collateral, A.G. Edwards & Sons, Inc. would have
the right to sell the pledged shares under this prospectus and apply the
proceeds to the repayment of the loans. A pledgee, including A.G.
Edwards & Sons, Inc. and/or its affiliates, exercising its right to sell
shares pledged to it by the selling shareholder will have the same
rights as the selling shareholder to offer and sell such shares under
this prospectus.

The selling shareholders will act independently of us in making
decisions with respect to the timing, manner and size of each sale. The
selling shareholders may sell the common shares in the over-the-counter
market or otherwise, at market prices prevailing at the time of sale, at
prices related to the prevailing market prices, or at negotiated prices.

In addition, the selling shareholders may sell some or all of
their common shares through:

* a block trade in which a broker-dealer may resell a portion
of the block, as principal, in order to facilitate the
transaction;

* purchases by a broker-dealer, as principal, and resale by
the broker-dealers for its account; or

* ordinary brokerage transactions and transactions in which a
broker solicits purchasers.

When selling the common shares, the selling shareholders may enter
into hedging transactions. For example, the selling shareholders may:

* enter into transactions involving short sales of the common
shares by broker-dealers;

* sell common shares short themselves and redeliver such
shares to close out their short positions;

* enter into option or other types of transactions that
require the selling shareholder to deliver common shares to
a broker-dealer, who will then resell or transfer the common
shares under this prospectus; or

* loan or pledge the common shares to a broker-dealer, who may
sell the loaned shares or, in the event of default, sell the
pledged shares.

The selling shareholders may negotiate and pay broker-dealers
commissions, discounts or concessions for their services. Broker-
dealers engaged by the selling shareholders may allow other broker-
dealers to participate in resales. However, the selling shareholders
and any broker-dealers involved in the sale or resale of the common
shares may qualify as "underwriters" within the meaning of the
Securities Act of 1933. In addition, the broker-dealers' commissions,
discounts or concession may qualify as underwriters' compensation under
the Securities Act of 1933. If the selling shareholders or any broker-
dealers qualify as "underwriters," they will be subject to the
prospectus delivery requirements of the Securities Act of 1933.

In addition to selling their common shares under this prospectus,
the selling shareholders may:

* agree to indemnify any broker-dealer or agent against
certain liabilities related to the selling of the common
shares, including liabilities arising under the Securities
Act of 1933;

* transfer their common shares in other ways not involving
market makers or established trading markets, including
directly by gift, distribution, or other transfer; or

* sell their common shares under Rule 144 of the Securities
Act of 1933 rather than under this prospectus, if the
transaction meets the requirements of Rule 144.

When a particular offering is made, if required, we will
distribute to you a prospectus supplement. This supplement will set
forth the names of the selling shareholders, the aggregate amount and
type of shares being offered, the number of such shares owned before and
after the completion of any such offering, and, to the extent required,
the terms of the offering, including the name or names of any
underwriters, broker-dealers or agents, any discounts, commissions and
other terms constituting compensation from the selling shareholders and
any discounts, commissions or concessions allowed or reallowed or paid
to broker-dealers.

All expenses of the registration of the shares will be paid by us,
including, without limitation, SEC filing fees and expenses of
compliance; however, the selling shareholders will pay any sales
commissions or underwriting discounts and fees and expenses of their
counsel incurred in connection with the sale of shares through this
prospectus.

From time to time in the past, in the ordinary course of business,
A.G. Edwards & Sons, Inc. or its affiliates have provided investment
banking and financial advisory services to us, for which they have
received customary compensation. A.G. Edwards & Sons, Inc. or its
affiliates may continue to provide similar services in the future, for
which they would expect to receive customary compensation.

LEGAL MATTERS

The validity of the common shares offered by this prospectus will
be passed upon by, Matthew P. McCauley, Esq., our Secretary and General
Counsel. Mr. McCauley is also Vice President, Associate General Counsel
and Assistant Secretary of General American.

ACCOUNTING EXPERTS

KPMG LLP, our independent auditors, audited our financial
statements included in our 1998 Annual Report on Form 10-K. We have
incorporated these financial statements by reference in this prospectus
and in the registration statement in reliance upon KPMG LLP's report
given on their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended. As a result, we file annual, quarterly
and special reports, proxy statements and other information with the
SEC. Because our shares are traded on The Nasdaq National Market under
the symbol "CNNG," those materials can also be inspected and copied at
the offices of that organization. Here are ways you can reach and
obtain copies of this information:

<TABLE>
- -----------------------------------------------------------------------------------------------------------------
<CAPTION>
WHAT IS AVAILABLE WHERE TO GET IT
- -----------------------------------------------------------------------------------------------------------------
<S> <C>
Paper copies of information SEC's Public Reference Room
Judiciary Plaza Building
450 Fifth Street, N.W., Room 1024
Washington, D.C. 20549

SEC's Midwest Regional Office
Citicorp Center
500 West Madison Street, Suite 1400
Chicago, Illinois 60661

The Nasdaq Stock Market, Inc.
1735 K Street, N.W.
Washington, D.C. 20006
- -----------------------------------------------------------------------------------------------------------------
On-line information, free of charge SEC's Internet website at http://www.sec.gov
- -----------------------------------------------------------------------------------------------------------------
Information about the SEC's Public Reference Rooms Call the SEC at 1-800-SEC-0330
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

This prospectus is part of a registration statement we filed with
the Securities and Exchange Commission. You can get a copy of the
registration statement from the sources listed above.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information
to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus,
and information that we file later with the SEC will automatically
update and supersede previously filed information, including information
contained in this document.

We incorporate by reference the documents listed below and any
future filings we will make with the SEC under File No. 000-23183
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until this offering has been completed:

* Our Annual Report on Form 10-K for the year ended December
31, 1998;

* Our Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999;

* Our Current Report on Form 8-K dated March 25, 1999 (filed
April 5, 1999); and

* The description of our common stock, which is contained in
our registration statement filed on Form 8-A, dated October
7, 1997, as amended on Form 8-A/A on November 6, 1997.

You may request free copies of these filings by writing or
telephoning us at the following address:

Investor Relations Department
Conning Corporation
700 Market Street
St. Louis, Missouri 63101
(314) 444-0715

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The expenses (other than underwriting discounts and sales
commissions) relating to the registration of common shares will be borne
by us. These expenses are estimated to be as follows<F*>:

SEC Registration Fee $ 1,800
Accountants' Fees 1,500
Legal Fees 10,000
Miscellaneous 1,700
-------
Total $15,000
=======

[FN]
<F*> The selling shareholders will pay any sales commissions or
underwriting discounts and fees and expenses of their counsel incurred
in connection with the sale of shares registered hereunder.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 351.355(1) of the Revised Statutes of Missouri provides
that a corporation may indemnify a director, officer, employee or agent
of the corporation in any action, suit or proceeding other than an
action by or in the right of the corporation, against expenses
(including attorney's fees), judgments, fines and settlement amounts
actually and reasonably incurred by him in connection with such action,
suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action, had no reasonable
cause to believe his conduct was unlawful. Section 351.355(2)provides
that the corporation may indemnify any such person in any action or suit
by or in the right of the corporation against expenses (including
attorneys' fees) and settlement amounts actually and reasonably incurred
by him in connection with the defense or settlement of the action or
suit if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, except
that he may not be indemnified in respect of any matter in which he has
been adjudged liable for negligence or misconduct in the performance of
his duty to the corporation, unless authorized by the court. Section
351.355(3) provides that a corporation shall indemnify any such person
against expenses (including attorney's fees) actually and reasonably
incurred by him in connection with the action, suit or proceeding if he
has been successful in defense of such action, suit or proceeding and if
such action, suit or proceeding is one for which the corporation may
indemnify him under Section 351.355(1) or (2). Section 351.355(7)
provides that a corporation shall have the power to give any further
indemnity to any such person, in addition to the indemnity otherwise
authorized under Section 351.355, provided such further indemnity is
either (i) authorized, directed or provided for in the articles of
incorporation of the corporation or any duly adopted amendment thereof
or (ii) is authorized, directed or provided for in any by-law or
agreement of the corporation which has been adopted by a vote of the
shareholders of the corporation, provided that no such indemnity shall
indemnify any person from or on account of such person's conduct which
was finally adjudged to have been knowingly fraudulent, deliberately
dishonest or willful misconduct.

Our Restated Articles of Incorporation, as amended (see reference
at Exhibit 3.1), contain provisions indemnifying our directors and
officers to the extent authorized specifically by Sections 351.355.

Our directors or officers who are directors or officers of General
American Life Insurance Company may also be entitled to indemnification
under the provisions of General American Life Insurance Company's
Articles of Incorporation, which provide indemnification to them since
they serve, at General American Life Insurance Company's request, as our
directors or officers. Such individuals are also covered by General
American Life Insurance Company's director's and officer's liability
insurance policy.

II-1

General American Mutual Holding Company maintains a policy of
insurance under which our directors and officers are insured, subject to
the limits of the policy, against certain losses, as defined in the
policy, arising from claims made against such directors and officers by
reason of any wrongful acts, as defined in the policy, in their
respective capacities as our directors or officers.

ITEM 16. EXHIBITS.

See Exhibit Index.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of this registration statement
(or the most recent post effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration
statement;

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
registration statement or any material change to such information
in this registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a view registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

(4) For purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934(and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, we have been advised that in the opinion of
the SEC that such indemnification is against public policy as expressed
in

II-2

the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, 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
Securities Act of 1933 and will be governed by the final adjudication of
such issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Louis, State
of Missouri on June 11, 1999.

CONNING CORPORATION

/s/ Leonard M. Rubenstein
----------------------------------------------------
Leonard M. Rubenstein
Chairman, President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Leonard M.
Rubenstein and Fred M. Schpero, and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead,
and in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and all
amendments and supplements to any prospectus relating thereto and any
other documents and instruments incidental thereto, and any registration
statement filed pursuant to Rule 462 under the Securities Act of 1933,
as amended, and to file the same with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite or necessary or advisable to be done in and about the
premises, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming that each said
attorneys-in-fact and agents and/or any of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Dated
<S> <C> <C>
/s/ Leonard M. Rubenstein Chairman, President, Chief Executive June 11, 1999
- ------------------------- Officer, Director (Principal Executive
Leonard M. Rubenstein Officer)

/s/ Fred M. Schpero Senior Vice President; Chief Financial June 11, 1999
- ------------------------- Officer (Principal Financial and
Fred M. Schpero Accounting Officer)

/s/ Richard A. Liddy Director June 11, 1999
- -------------------------
Richard A. Liddy

/s/ John A. Fibiger Director June 11, 1999
- -------------------------
John A. Fibiger

/s/ Arthur C. Reeds, III Director June 11, 1999
- -------------------------
Arthur C. Reeds, III

/s/ John C. Shaw Director June 11, 1999
- -------------------------
John C. Shaw
</TABLE>

II-4

INDEX TO EXHIBITS

EXHIBIT NO. DESCRIPTION
- ----------- -----------

3.1 Restated Articles of Incorporation of Conning, as amended
(incorporated by reference to Exhibit No. 3.1 to
Conning's Annual Report on Form 10-K (File No. 0-23183)
for the fiscal year ended December 31, 1997).

3.2 Bylaws of Conning (incorporated by reference to Exhibit
No. 3.3 to Registration Statement on Form S-1 (No.
333-35993) filed September 19, 1997).

4.1 See Exhibit 3.1.

4.2 See Exhibit 3.2.

5.1 Opinion of Counsel re: legality

23.1 Consent of KPMG LLP as Independent Auditors

23.2 Consent of Counsel (included in Exhibit 5.1)

24.1 Power of Attorney (included in signature page)

II-5

<PAGE>
Exhibit 5.1
OPINION OF COUNSEL

June 11, 1999

Conning Corporation
700 Market Street
St. Louis, Missouri 63101

Re: Registration Statement on Form S-3
----------------------------------

Ladies and Gentleman:

In connection with the registration of 385,000 shares of common
stock, par value $.01 per share (the "Common Shares") of Conning
Corporation (the "Company") with the Securities and Exchange Commission
on a Registration Statement on Form S-3 (the "Registration Statement"),
relating to the sales, if any, of the Common Shares by the Selling
Shareholders (as defined in the Registration Statement), I have examined
such documents, records, and matters of law as I considered relevant.

Based upon such examination and upon my familiarity with the
Company as its general counsel, it is my opinion that the Common Shares
being registered are legally issued, fully paid, and nonassessable. I
hereby consent to the use of my name under the heading "Legal Matters"
in the prospectus and to the filing of this opinion as an exhibit to the
Registration Statement.

Very truly yours,

By /s/ Matthew P. McCauley
-------------------------
Matthew P. McCauley

<PAGE>
Exhibit 23.1

Independent Auditors' Consent

The Board of Directors
Conning Corporation:

We consent to incorporation by reference in the registration statement
on Form S-3 of Conning Corporation of our report dated January 21, 1999
and to the reference to our firm under the heading "Accounting Experts"
in the prospectus.

/s/ KPMG LLP

St. Louis, Missouri
June 10, 1999