SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 1)
Tender Offer Statement Under Section 14(d)(1) or Section 13(e)(1)
of the Securities Exchange Act of 1934

CONSECO, INC.

With copies to:

	Transaction valuation (1)			Amount of filing fee (2)
	$294,196,417			$16,417

þ

Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $16,417		Filing Party: Conseco, Inc.
Form or Registration No.: Schedule TO-I		Date Filed: October 15, 2009

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates:

o      third-party tender offer subject to Rule 14d-1.

þ      issuer tender offer subject to Rule 13e-4.

o      going private transaction subject to Rule 13e-3.

o      amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

*

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

o      Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

o      Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

INTRODUCTION

     This Amendment No. 1 (this “Amendment No. 1”) amends the Tender Offer Statement on Schedule TO (the “Schedule TO”) originally filed on October 15, 2009 by Conseco, Inc., a Delaware corporation (the “Company,” “Conseco,” “we” or “us”), in connection with Conseco’s offer to purchase for cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 15, 2009 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal”), any and all of its outstanding 3.50% Convertible Debentures due September 30, 2035.

     The Schedule TO is amended by the information contained in this Amendment No. 1. Only those items amended are reported herein. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule TO. The information in the Offer to Purchase and the Letter of Transmittal is incorporated by reference herein.

Item 5. Past Contracts, Transactions, Negotiations and Agreements.

     (e) Agreements Involving the Subject Company’s Securities.

     Paragraph d of Item 5(e) to the Schedule TO is amended and supplemented by adding the following agreements:

     (5) Indenture, dated as of October 16, 2009, between Conseco and The Bank of New York Mellon Trust Company, N.A., as trustee, which is filed as Exhibit (b)(2) to this Amendment No. 1 and is incorporated herein by reference.

     (6) Form of 7.0% Convertible Senior Debentures due 2016 (the “New Debentures”), which is filed as Exhibit (b)(3) to this Amendment No. 1 and is incorporated herein by reference.

      Conseco’s Current Report on Form 8-K filed with the Commission on October 19, 2009 (the “New Debenture 8-K”) describing the New Debentures transaction is incorporated by reference herein. In addition, the information set forth in the New Debenture 8-K is incorporated by reference in the Offer to Purchase in the section entitled “Concurrent Transactions — Private Placement of New Debentures.”

Item 7. Source and Amount of Funds or Other Consideration.

     (b) Conditions. In addition to the information set forth in Item 7(b) of the Schedule TO, the information set forth in the New Debenture 8-K is incorporated by reference herein and in the Offer to Purchase in the section entitled “Concurrent Transactions — Private Placement of New Debentures.”

     (d) Borrowed Funds. In addition to the information set forth in Item 7(d) of the Schedule TO, the information set forth in the New Debenture 8-K is incorporated by reference herein and in the Offer to Purchase in the section entitled “Concurrent Transactions — Private Placement of New Debentures.”

Item 12. Exhibits.

     Item 12 of the Schedule TO is amended and supplemented to include the following exhibits.

Exhibit
Number		Description
(b)(2)		Indenture, dated as of October 16, 2009, between Conseco, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on October 19, 2009).
(b)(3)		Form of 7.0% Convertible Senior Debentures due 2016 (included in the Indenture filed as Exhibit (b)(2) hereto).

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 19, 2009

EXHIBIT INDEX

Exhibits filed as a part of the Schedule TO, as amended, are listed below.

Exhibit
Number		Description
(a)(1)(i)		Offer to Purchase, dated October 15, 2009.*
(a)(1)(ii)		Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).*
(a)(2)		None.
(a)(3)		None.
(a)(4)		None.
(a)(5)(i)		Press Release, issued October 13, 2009, relating to the private offering of new convertible debentures (incorporated by reference to Exhibit (a)(5)(i) to the Schedule TO-C (first filing) filed with the Commission on October 14, 2009).*
(a)(5)(ii)		Press Release, issued October 13, 2009, relating to the proposed registered offering of common stock (incorporated by reference to Exhibit (a)(5)(ii) to the Schedule TO-C (first filing) filed with the Commission on October 14, 2009).*
(a)(5)(iii)		Press Release, issued October 13, 2009, relating to the private placement of our common stock and warrants (incorporated by reference to Exhibit (a)(5)(iii) to the Schedule TO-C (first filing) filed with the Commission on October 14, 2009).*
(a)(5)(iv)		Recent Developments from Preliminary Offering Memorandum dated October 13, 2009 (incorporated by reference to Exhibit (a)(5)(iv) to the Schedule TO-C (first filing) filed with the Commission on October 14, 2009).*
(a)(5)(v)		Risk Factors from Preliminary Offering Memorandum dated October 13, 2009 (incorporated by reference to Exhibit (a)(5)(v) to the Schedule TO-C (first filing) filed with the Commission on October 14, 2009).*
(a)(5)(vi)		Capitalization from Preliminary Offering Memorandum dated October 13, 2009 (incorporated by reference to Exhibit (a)(5)(vi) to the Schedule TO-C (first filing) filed with the Commission on October 14, 2009).*
(a)(5)(vii)		Press Release, dated October 14, 2009 (incorporated by reference to Exhibit (a)(5) to the Schedule TO-C (second filing) filed with the Commission on October 14, 2009).*
(a)(5)(viii)		Press Release, dated October 15, 2009.*

Exhibit
Number		Description
(b)(1)		Purchase Agreement, dated as of October 14, 2009, by and between Conseco and Morgan Stanley & Co. Incorporated.*
(b)(2)		Indenture, dated as of October 16, 2009, between Conseco, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on October 19, 2009).
(b)(3)		Form of 7.0% Convertible Senior Debentures due 2016 (included in the Indenture filed as Exhibit (b)(2) hereto).
(d)(1)		Indenture, dated as of August 15, 2005, between Conseco and The Bank of New York Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K filed on August 16, 2005).*
(d)(2)		Registration Rights Agreement dated as of August 15, 2005 among Conseco and Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated and J.P. Morgan Securities, Inc., as representatives of several purchasers of the Debentures (incorporated by reference to Exhibit 4.5 to our Current Report on Form 8-K filed on August 16, 2005).*
(d)(3)		Conseco, Inc. Amended and Restated Long-Term Incentive Plan (incorporated by reference to Annex B to our Proxy Statement filed on April 23, 2009).*
(d)(4)		Form of performance unit award agreement under the Conseco, Inc. Amended and Restated Long-Term Incentive Plan (incorporated by reference to Exhibit 10.22 of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2006).*
(d)(5)		Form of executive stock option agreement under Conseco, Inc. Amended and Restated Long-Term Incentive Plan (incorporated by reference to Exhibit 10.14 of our Annual Report on Form 10-K for the year ended December 31, 2005).*
(d)(6)		Form of executive restricted stock agreement under Conseco, Inc. Amended and Restated Long-Term Incentive Plan (incorporated by reference to Exhibit 10.15 of our Annual Report on Form 10-K for the year ended December 31, 2004).*
(d)(7)		Section 382 Rights Agreement, dated as of January 20, 2009, between Conseco and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 1 of our registration statement on Form 8-A filed on January 20, 2009).*
(d)(8)		Stock and Warrant Purchase Agreement, dated as of October 13, 2009, by and between Conseco and Paulson (incorporated by reference to Exhibit 10.1 of the Paulson 8-K filed on October 13, 2009).*

Exhibit
Number		Description
(d)(9)		Form of Investor Rights Agreement by and among Conseco and Paulson (incorporated by reference to Exhibit 10.2 of the Paulson 8-K filed on October 13, 2009).*
(d)(10)		Form of Warrant Certificate (incorporated by reference to Exhibit 10.3 of the Paulson 8-K filed on October 13, 2009).*
(g)		None.
(h)		None.