8-K

                       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):
                                October 15, 1998

                                ---------------

                              Conning Corporation
             (Exact name of registrant as specified in its charter)

                                    Missouri
                 (State or other jurisdiction of incorporation)


           0-23183                                     43-1719355
  (Commission File Number)                (I.R.S. Employer Identification No.)



                  700 Market Street, St. Louis, Missouri, 63101
               (Address of principal executive offices) (zip code)


                                 (314) 444-0498
              (Registrant's telephone number, including area code)



          (Former name or former address, if changed since last report)







ITEM 5.   OTHER EVENTS.

     On October 15, 1998, the Registrant entered into a Stock Purchase Agreement
by and among Registrant, Noddings & Associates, Inc., Noddings Investment Group,
Inc.,  John G. Noddings,  Thomas C. Noddings and Edna F. Noddings (the "Purchase
Agreement"),  pursuant to which the  Registrant  agreed to  purchase  all of the
issued and  outstanding  shares of capital stock of Noddings & Associates,  Inc.
and  Noddings  Investment  Group,  Inc.,  which are  engaged in the  business of
managing convertible  securities portfolios and providing convertible investment
strategies to institutional and high net worth individual clients.  The purchase
price will consist of  approximately  $4,500,000 in cash (including  acquisition
expenses),  and may include additional contingent consideration in the amount of
up to approximately $27,000,000 in cash payable over the three year period after
the closing, based on meeting certain financial growth targets. The consummation
of the transaction is subject to certain  customary  conditions set forth in the
Purchase Agreement.  A copy of the press release announcing the execution of the
Purchase Agreement is attached hereto as Exhibit 99.1.


          (a)  Exhibits.

               99.1  Press Release  dated  October  15,  1998,   announcing  the
                     execution of the Stock Purchase Agreement.





                                   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, thereunto duly authorized.


Date:    October 16, 1998                  CONNING CORPORATION



                                           By:  /s/ Fred M. Schpero
                                                Name:  Fred M. Schpero
                                                Title:  Chief Financial Officer

EX-99.1

[GRAPHIC OMITTED]

Investor Contact:          Fred M. Schpero
                           or Paul Kopsky, Jr.
                           (314) 444-0715

Media Contact:             David Garino
                           (314) 982-1700

Internet:  http://www.conning.com

FOR IMMEDIATE RELEASE


                  CONNING TO ACQUIRE NODDINGS INVESTMENT GROUP


         ST. LOUIS,  October 15, 1998 -- Conning  Corporation  (NASDAQ NMS:CNNG)
announced  today it entered  into a definitive  agreement to acquire  Noddings &
Associates and Noddings Investment Group (collectively  "Noddings"), a privately
held  Chicago-based   specialty  asset  manager  having  expertise  in  managing
convertible   securities   portfolios  and  providing   convertible   investment
strategies for large institutions and high net worth individuals.

         The  acquisition  is expected to be  accretive  to earnings  during the
first full year of  operations  and will be treated as a  purchase.  The initial
purchase  price will  include a cash  payment  of  approximately  $4.5  million,
including   acquisition   expenses,   and  may  include  additional   contingent
consideration  payments  up to a maximum  of  approximately  $27  million in the
aggregate over the next three years, subject to meeting certain financial growth
targets.  The  achievement  of these  aggressive  growth  targets  would produce
significant earnings contributions to the Company.

         The  Noddings   acquisition  will  expand  Conning's  asset  management
investment  products  and  provide an  additional  investment  strategy  for its
existing and prospective  clients.  The acquisition  will  immediately  increase
Conning's  unaffiliated  assets under management by approximately  $300 million.
The  additional  convertible  securities  capabilities,  strategy and  expertise
offered by Noddings are expected to generate  recurring revenues with attractive
margins.




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         "The Noddings  acquisition  provides proven  investment  strategies and
additional  products that we believe will be attractive to our existing  clients
and will strengthen Conning's approach to maximizing  investment returns for our
clients'  portfolios," said Leonard M. Rubenstein,  Conning's Chairman and Chief
Executive  Officer.  "This  acquisition will increase the number of products and
investment strategies we offer relative to our competition," he said.

         Conning  will  integrate  Noddings'  core asset  management  operations
through its St.  Louis  headquarters  while  retaining  a strong  sales team and
office in  Chicago.  Conning  will be able to use its  existing  accounting  and
administrative infrastructure to absorb a significant portion of those functions
currently being performed by Noddings.

         "We believe the Noddings name is widely  recognized  by the  investment
community  for its  expertise  and  investment  performance  in the  convertible
securities  markets," said Donald L. McDonald,  Conning's  Senior Vice President
and Chief Investment Officer. "The convertible  securities asset class can be an
effective  part of an  overall  investment  strategy  for  our new and  existing
clients," he said.

         The  transaction is expected to close during the fourth quarter of this
year,  subject  to  customary  conditions.  Conning  provides  asset  management
services to insurance  companies,  manages  private  equity  funds  investing in
insurance  and  insurance-related  companies,  and  conducts  in-depth  research
concerning the insurance industry.

         The   preceding   discussion   of  expected   results  may   constitute
forward-looking  statements.  Actual results could differ from expected  results
due to various factors, including whether the revenue contribution and accretion
of Noddings'  operations  have been projected  accurately,  the effect of recent
volatility in securities markets, and the ability to successfully  integrate the
operations of Noddings.

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