8-K

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): March 30, 2012

CNO Financial Group, 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)

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))

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Item 7.01. Regulation FD Disclosure.

On March 30, 2012, CNO Financial Group, Inc. ("CNO") issued a press release announcing that during the first quarter of 2012, it had repurchased 2.4 million shares of its common stock for an aggregate purchase price of $18.9 million under its share repurchase program.  Total shares repurchased under the program to date total 13.6 million shares for an aggregate purchase price of $88.7 million.  As required under the terms of CNO's Senior Secured Credit Agreement, CNO made a principal prepayment on March 30, 2012, of 50% of the first quarter share repurchases ($9.4 million). CNO also announced that it paid in full the remaining $50 million principal balance on the Senior Health Note, which had been scheduled to mature in November 2013. A copy of CNO’s press release is attached hereto as Exhibit 99.1.

Item 9.01(d). Financial Statements and Exhibits.

99.1 Press release of CNO Financial Group, Inc. dated March 30, 2012.

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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.

	CNO Financial Group, Inc.
Date: March 30, 2012
	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 Immediate Release

Contact:	(News Media) Tony Zehnder +1.312.396.7086
	(Investors)     Scott Galovic +1.317.817.3228

CNO Financial Group, Inc. Announces First Quarter 2012 Share Repurchases, Principal Prepayment under Senior Secured Credit Agreement and Early Payoff of Senior Health Note

Carmel, Ind., March 30, 2012 - CNO Financial Group, Inc. (NYSE: CNO) today announced that during the first quarter of 2012 it repurchased 2,436,930 shares of its common stock for an aggregate purchase price of $18.9 million under its share repurchase program.  The shares were repurchased at an average cost of $7.75 per share and represented 1% of the total outstanding shares as of December 31, 2011.  Total shares repurchased under the program to date total 13,556,834 shares for an aggregate purchase price of $88.7 million, at an average cost of $6.54 per share.  CNO currently has share repurchase authorization of $200 million, of which $111.3 million remains unused as of March 30, 2012. As of December 31, 2011, CNO had approximately 241.3 million shares outstanding.

CNO made a principal prepayment today of $9.4 million in an amount equal to 50% of the first quarter share repurchases, as required under the terms of its Senior Secured Credit Agreement. This prepayment will reduce the scheduled principal amount that is due on March 31, 2016. The next scheduled principal payment under the facility of $10.0 million is due September 30, 2012.   

CNO also announced that today it paid in full the remaining $50 million principal balance on the Senior Health Note, which had been scheduled to mature in November 2013.

CEO Ed Bonach said “Our excess capital generation continues to allow us to buy back stock at attractive prices, while further reducing leverage on our balance sheet. Paying off the Senior Health Note early sets the stage for us to consider shareholder dividends.”

The proforma debt to total capital ratio (as defined in the Senior Secured Credit Agreement) at December 31, 2011 would reduce to 16.2% from 17.1% as a result of the aforementioned transactions.

About CNO

CNO is a holding company. Our insurance subsidiaries - principally Bankers Life and Casualty Company, Washington National Insurance Company and Colonial Penn Life Insurance Company - serve working American families and seniors by helping them protect against financial adversity and provide for a more secure retirement. For more information, visit CNO online at www.CNOinc.com.

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