8-K

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UNITED STATES

 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 22, 2009

CONSECO, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-31792	75-3108137
(State or Other  Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer  Identification No.)

11825 North Pennsylvania Street

Carmel, Indiana  46032

(Address of Principal Executive Offices) (Zip Code)

(317) 817-6100

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since

 Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

On December 22, 2009, Conseco, Inc. (the “Company”) announced that it has completed its previously announced public offering.  In the public offering, Conseco issued and sold 49,500,000 shares of its common stock at a public offering price of $4.75 per share, including 4,500,000 shares issued and sold to the underwriters to cover over-allotments.  The net proceeds to the Company from this offering, after deducting underwriting commissions and discounts and estimated offering expenses, totaled approximately $222.7 million.  The Company used approximately $161.4 million of the net proceeds from the offering to reduce its indebtedness under its senior credit agreement and the remaining net proceeds will be used by the Company for general corporate purposes.  A copy of the Company's press release is attached hereto as Exhibit 99.1.

The information contained under Item 7.01 in this Current Report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section.  The information contained in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01(d). Financial Statements and Exhibits.

The following material is furnished as an exhibit to this Current Report on Form 8-K:

99.1 Press release of Conseco, Inc. dated December 22, 2009.  

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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.

	CONSECO, INC.
Date: December 22, 2009
	By:	/s/ John R. Kline
		John R. Kline
		Senior Vice President and Chief Accounting Officer

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EX-99.1

Exhibit 99.1

For Release                           Immediate

Contacts                                (News Media) Tony Zehnder, Corporate Communications 312.396.7086

                                                (Investors) Scott Galovic, Investor Relations 317.817.3228

Conseco, Inc. Announces Completion of Public Offering of Common Stock

Carmel, Ind., December 22, 2009 – Conseco, Inc. (the “Company”) (NYSE:CNO) announced today that it has completed its previously announced public offering.  In the public offering Conseco issued and sold 49,500,000 shares of its common stock at a public offering price of $4.75 per share, including 4,500,000 shares issued and sold to the underwriters to cover over-allotments.  The net proceeds to the Company from this offering, after deducting underwriting commissions and discounts and estimated offering expenses, totaled approximately $222.7 million.  The Company used approximately $161.4 million of the net proceeds from the offering to reduce its indebtedness under its senior credit agreement and the remaining net proceeds will be used by the Company for general corporate purposes.

Morgan Stanley & Co. Incorporated acted as bookrunning manager and Credit Suisse Securities (USA) LLC, FBR Capital Markets & Co. and Macquarie Capital (USA) Inc. acted as co-managers.  Copies of the final prospectus relating to these securities may be obtained from Morgan Stanley & Co. Incorporated, at  180 Varick Street, 2nd Floor, New York, New York 10014, Attention: Prospectus Department, Toll-Free (866) 718-1649 or by emailing prospectus@morganstanley.com.

This announcement shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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Conseco (2)

December 22, 2009

About Conseco

Conseco, Inc.’s insurance companies help protect working American families and seniors from financial adversity: Medicare supplement, long-term care, cancer, critical illness and accident policies protect people against major unplanned expenses; annuities and life insurance products help people plan for their financial futures.

Cautionary Statement Regarding Forward-Looking Statements.  The statements, trend analyses and other information contained in this press release and elsewhere (such as in filings by Conseco with the SEC, presentations by Conseco or its management or oral statements) relative to markets for Conseco’s products and trends in Conseco’s operations or financial results, as well as other statements, contain forward-looking statements within the meaning of the federal securities laws and the Private Securities Litigation Reform Act of 1995. Forward-looking statements typically are identified by the use of terms such as “anticipate, ” “believe, ” “plan, ” “estimate, ” “expect, ” “project, ” “intend,” “may, ” “will, ” “would, ” “contemplate, ” “possible, ” “attempt, ” “seek, ” “should, ” “could, ” “goal, ” "target, ” “on track, ” “comfortable with,” “optimistic” and similar words, although some forward-looking statements are expressed differently. Statements that contain these words should be considered carefully because they describe Conseco’s expectations, plans, strategies and goals and Conseco’s beliefs concerning future business conditions, Conseco’s results of operations, financial position, and Conseco’s business outlook or they state other “forward-looking” information based on currently available information. The “Risk Factors” section of Conseco’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q provides examples of risks, uncertainties and events that could cause Conseco’s actual results to differ materially from the expectations expressed in forward-looking statements.  All written or oral forward-looking statements attributable to Conseco are expressly qualified in their entirety by the foregoing cautionary statement. The forward-looking statements speak only as of the date made. Conseco assumes no obligation to update or to publicly announce the results of any revisions to any of the forward-looking statements to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements.

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