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):  May 5, 2010

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 3.02. Unregistered Sales of Equity Securities.

Information regarding the third closing of $52.5 million aggregate principal amount of 7.0% Convertible Senior Debentures due 2016 (the "New Debentures") of Conseco, Inc. (the "Company") is set forth in Item 8.01 below and is incorporated herein by reference.  Further information regarding the sales of the New Debentures, which were not registered under the Securities Act of 1933, as amended, is set forth in Item 1.01 and Item 3.02 of the Company's Current Report on Form 8-K that was filed with the Securities and Exchange Commission (the “SEC”) on October 19, 2009, which is incorporated herein by reference.

Item 8.01. Other Events.

On May 5, 2010, the Company announced that it had repurchased $52.5 million aggregate principal amount of its 3.5% Convertible Debentures due September 30, 2035 (the "Old Debentures") in a privately-negotiated transaction.  In connection with the repurchase of the Old Debentures, the Company completed a third closing of $52.5 million aggregate principal amount of its New Debentures as part of its previously-announced private offering of New Debentures.  The Company now has approximately $293 million of the New Debentures outstanding, and less than $0.1 million of the Old Debentures remain outstanding.  Further information regarding the New Debentures is set forth in Item 1.01 of the Company’s Current Report on Form 8-K that was filed with the SEC on October 19, 2009.

The purchase price for the $52.5 million of Old Debentures was equal to 100% of the aggregate principal amount plus accrued and unpaid interest.  As a result of the repurchase, the Company expects to realize a loss on the extinguishment of debt of approximately $1 million, representing the write-off of unamortized discount and issuance costs associated with the Old Debentures that were repurchased.

The issuance of the $52.5 million of New Debentures was made pursuant to the purchase agreement that the Company entered into in October 2009 relating to the private offering of up to $293 million of the New Debentures.  Conseco received aggregate net proceeds of approximately $49.4 million in the third closing of the New Debentures (after taking into account the discounted offering price less the initial purchaser’s discounts and commissions, but before expenses).  

Item 9.01. Financial Statements and Exhibits.

 (d)  Exhibit.

99.1 Press release of Conseco, Inc. dated May 5, 2010.

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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: May 6, 2010
	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 Announces Repurchase of $52.5 Million of 3.50% Convertible

Debentures and Third Closing of 7.0% Convertible Senior Debentures Due 2016

Carmel, Ind., May 5, 2010 – Conseco, Inc. (NYSE:CNO) announced today that it has repurchased $52.5 million of its 3.50% Convertible Debentures due September 30, 2035 (the “Old Debentures”) in a privately negotiated transaction.  In connection with the repurchase, the Company completed a third closing of $52.5 million aggregate principal amount of its 7.0% Convertible Senior Debentures due 2016 (the “New Debentures”) as part of its previously announced private offering of New Debentures.  The Company now has approximately $293 million of the New Debentures outstanding, and less than $0.1 million of the Old Debentures remain outstanding.

The purchase price for the $52.5 million of Old Debentures was equal to 100% of the principal amount plus accrued and unpaid interest.  As a result of the repurchase, Conseco expects to recognize a loss on the extinguishment of debt of approximately $1 million, representing the write-off of unamortized discount and issuance costs associated with the Old Debentures that were repurchased.

The issuance of the $52.5 million of New Debentures was made pursuant to the purchase agreement that Conseco entered into in October 2009 relating to the private offering of up to $293 million of the New Debentures.  Conseco received aggregate net proceeds of approximately $49.4 million in the third closing of the New Debentures (after taking into account the discounted offering price less the initial purchaser’s discounts and commissions, but before expenses).  This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities.  The New Debentures and common stock issuable upon conversion of the New Debentures have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.  The New Debentures were resold only to “qualified institutional buyers” pursuant to Rule 144A under the Securities Act.

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.  For more information, visit Conseco’s website at www.conseco.com.

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