UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.

                                SCHEDULE 13G

                 UNDER THE SECURITIES EXCHANGE ACT OF 1934

                             (AMENDMENT NO. 1)(1)

                               CONSECO, INC.
-------------------------------------------------------------------------------
                              (Name of Issuer)

                                COMMON STOCK
-------------------------------------------------------------------------------
                       (Title of Class of Securities)

                                 208464883
          -------------------------------------------------------
                               (CUSIP Number)

                                    NONE
          -------------------------------------------------------
          (Date of Event Which Requires Filing of this Statement)

     Check the appropriate box to designate the rule pursuant to which this
     Schedule is filed:

               |_|    Rule 13d-1(b)
               |X|    Rule 13d-1(c)
               |_|    Rule 13d-1(d)

     (1) The remainder of this cover page shall be filled out for a
     reporting person's initial filing on this form with respect to the
     subject class of securities, and for any subsequent amendment
     containing information which would alter the disclosures provided in a
     prior cover page.

     The information required in the remainder of this cover page shall not
     be deemed to be "filed" for the purpose of Section 18 of the
     Securities Exchange Act of 1934, as amended (the "Act") or otherwise
     subject to the liabilities of that section of the Act but shall be
     subject to all other provisions of the Act (however, see the Notes).




                                SCHEDULE 13G

CUSIP NO.  208464883                                         PAGE 2 OF 11 PAGES

     1     NAME OF REPORTING PERSON
           /I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
               APPALOOSA INVESTMENT LIMITED PARTNERSHIP I

     2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)   |_|
                                                                      (b)   |_|

     3     SEC USE ONLY

     4     CITIZENSHIP OR PLACE OF ORGANIZATION
               DELAWARE

                      5    SOLE VOTING POWER
      NUMBER OF
                               -0-
        SHARES
                      6    SHARED VOTING POWER
     BENEFICIALLY
                               675,507
       OWNED BY

         EACH         7    SOLE DISPOSITIVE POWER

      REPORTING                -0-

        PERSON
                      8    SHARED DISPOSITIVE POWER
         WITH
                               675,507

     9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

               675,507

     10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
           CERTAIN SHARES*                                                  |_|


     11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

               0.7%

     12    TYPE OF REPORTING PERSON*

               PN



                                SCHEDULE 13G

CUSIP NO.  208464883                                         PAGE 3 OF 11 PAGES

     1     NAME OF REPORTING PERSON
           /I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
               PALOMINO FUND LTD.

     2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)   |_|
                                                                      (b)   |_|

     3     SEC USE ONLY

     4     CITIZENSHIP OR PLACE OF ORGANIZATION
               BRITISH VIRGIN ISLANDS

                      5    SOLE VOTING POWER
      NUMBER OF
                               -0-
        SHARES
                      6    SHARED VOTING POWER
     BENEFICIALLY
                               591,993
       OWNED BY

         EACH         7    SOLE DISPOSITIVE POWER

      REPORTING                -0-

        PERSON
                      8    SHARED DISPOSITIVE POWER
         WITH
                               591,993

     9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

               591,993

     10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
           CERTAIN SHARES*                                                  |_|


     11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

               0.6%

     12    TYPE OF REPORTING PERSON*

               CO



                                SCHEDULE 13G

CUSIP NO.  208464883                                         PAGE 4 OF 11 PAGES

     1     NAME OF REPORTING PERSON
           /I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
               APPALOOSA MANAGEMENT L.P.

     2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)   |_|
                                                                      (b)   |_|

     3     SEC USE ONLY

     4     CITIZENSHIP OR PLACE OF ORGANIZATION
               DELAWARE

                      5    SOLE VOTING POWER
      NUMBER OF
                               -0-
        SHARES
                      6    SHARED VOTING POWER
     BENEFICIALLY
                               1,267,500
       OWNED BY

         EACH         7    SOLE DISPOSITIVE POWER

      REPORTING                -0-

        PERSON
                      8    SHARED DISPOSITIVE POWER
         WITH
                               1,267,500

     9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

               1,267,500

     10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
           CERTAIN SHARES*                                                  |_|


     11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

               1.3%

     12    TYPE OF REPORTING PERSON*

               PN



                                SCHEDULE 13G

CUSIP NO.  208464883                                         PAGE 5 OF 11 PAGES

     1     NAME OF REPORTING PERSON
           /I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
               APPALOOSA PARTNERS INC.

     2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)   |_|
                                                                      (b)   |_|

     3     SEC USE ONLY

     4     CITIZENSHIP OR PLACE OF ORGANIZATION
               DELAWARE

                      5    SOLE VOTING POWER
      NUMBER OF
                               -0-
        SHARES
                      6    SHARED VOTING POWER
     BENEFICIALLY
                               1,267,500
       OWNED BY

         EACH         7    SOLE DISPOSITIVE POWER

      REPORTING                -0-

        PERSON
                      8    SHARED DISPOSITIVE POWER
         WITH
                               1,267,500

     9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

               1,267,500

     10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
           CERTAIN SHARES*                                                  |_|


     11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

               1.3%

     12    TYPE OF REPORTING PERSON*

               CO



                                SCHEDULE 13G

CUSIP NO.  208464883                                         PAGE 6 OF 11 PAGES

     1     NAME OF REPORTING PERSON
           /I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
               DAVID A. TEPPER

     2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)   |_|
                                                                      (b)   |_|

     3     SEC USE ONLY

     4     CITIZENSHIP OR PLACE OF ORGANIZATION
               UNITED STATES

                      5    SOLE VOTING POWER
      NUMBER OF
                               1,826,908
        SHARES
                      6    SHARED VOTING POWER
     BENEFICIALLY
                               1,267,500
       OWNED BY

         EACH         7    SOLE DISPOSITIVE POWER

      REPORTING                1,826,908

        PERSON
                      8    SHARED DISPOSITIVE POWER
         WITH
                               1,267,500

     9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

               3,094,408

     10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
           CERTAIN SHARES*                                                  |_|


     11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

               3.1%

     12    TYPE OF REPORTING PERSON*

               IN



                                SCHEDULE 13G

CUSIP NO.  208464883                                         PAGE 7 OF 11 PAGES

        This Amendment No. 1 to the statement on Schedule 13G filed by and
on behalf of Appaloosa Investment Limited Partnership I ("AILP"), Palomino
Fund Ltd. ("Palomino"), Appaloosa Management L.P. ("AMLP"), Appaloosa
Partners Inc. ("API") and David A. Tepper ("Mr. Tepper" and, together with
AILP, Palomino, AMLP and API, the "Reporting Persons") filed on October 8,
2003 (the "Schedule 13G") relates to the common stock of Conseco, Inc. (the
"Company"). As of December 9, 2003, the Reporting Persons' ownership
position fell below 5%. As of the date of this filing, the Reporting
Persons' ownership continues to remain below 5% and, therefore, the
Reporting Persons are filing this Amendment to reflect that, pursuant to
Rule 13d-2(b) under the Securities Exchange Act of 1934, as amended, the
Reporting Persons no longer have an obligation to make additional 13G
filings.

Item 1.

    (a) NAME OF ISSUER:

        Conseco, Inc.

    (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

        11825 N. Pennsylvania Street
        Carmel, Indiana  46032

Item 2.

    (a) NAME OF PERSON FILING:

        This Schedule 13G is filed by AILP, Palomino, AMLP, API and Mr.
        Tepper.

    (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:

        The business address of each of the Reporting Persons is c/o
        Appaloosa Management L.P., 26 Main Street, Chatham, NJ 07928.

    (c) CITIZENSHIP:

        AILP is a Delaware limited partnership. Palomino is a British
        Virgin Islands corporation. AMLP is a Delaware limited
        partnership. API is a Delaware corporation. Mr. Tepper is a
        citizen of the United States.




                                SCHEDULE 13G

CUSIP NO.  208464883                                         PAGE 8 OF 11 PAGES

    (d) TITLE OF CLASS OF SECURITIES:

        Common Stock, par value $0.01 per share.

    (e) CUSIP NUMBER: 208464883

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
        13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

    (a) [ ] Broker or Dealer registered under Section 15 of the Act (15
            U.S.C. 78o);

    (b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C.
            78c);

    (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act
            (15 U.S.C. 78c);

    (d) [ ] Investment Company registered under Section 8 of the
            Investment Company Act (15 U.S.C. 80a-8);

    (e) [ ] An investment advisor in accordance with Section
            240.13d-1(b)(1)(ii)(E);

    (f) [ ] An employee benefit plan or endowment fund in accordance
            with Section 240.13d-1(b)(1)(ii)(F);

    (g) [ ] A parent holding company or control person, in accordance
            with Section 240.13d-1(b)(1)(ii)(G);

    (h) [ ] A savings association as defined in Section 3(b) of the
            Federal Deposit Insurance Act (12 U.S.C. 1813);

    (i) [ ] A church plan that is excluded from the definition of an
            investment company under Section 3(c)(14) of the Investment
            Company Act of 1940 (15 U.S.C. 80a-3);

    (j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)

If this statement is filed pursuant to ss. 240.13d-1(c), check this box.   |X|

Item 4. OWNERSHIP:



                                SCHEDULE 13G

CUSIP NO.  208464883                                         PAGE 9 OF 11 PAGES

          The percentages set forth in this Item 4 are based on there being
          100,098,119 shares of Common Stock outstanding as of November 10,
          2003 as disclosed in Conseco, Inc.'s Form 10-Q filed on November
          19, 2003 for the quarterly period ended September 20, 2003.

    AILP
    ----

    (a) AMOUNT BENEFICIALLY OWNED: 675,507

    (b) PERCENT OF CLASS: 0.7%

    (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

           (i)  sole power to vote or to direct the vote: -0-

           (ii) shared power to vote or to direct the vote: 675,507

           (iii)sole power to dispose or to direct the disposition of: -0-

           (iv) shared power to dispose or to direct the disposition of:
                675,507

    Palomino
    --------

    (a) AMOUNT BENEFICIALLY OWNED: 591,993

    (b) PERCENT OF CLASS: 0.6%

    (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

           (i)  sole power to vote or to direct the vote: -0-

           (ii) shared power to vote or to direct the vote: 591,993

           (iii)sole power to dispose or to direct the disposition of: -0-

           (iv) shared power to dispose or to direct the disposition of:
                591,993

    AMLP
    ----

    (a) AMOUNT BENEFICIALLY OWNED: 1,267,500



                                SCHEDULE 13G

CUSIP NO.  208464883                                        PAGE 10 OF 11 PAGES

    (b) PERCENT OF CLASS: 1.3%

    (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

           (i)  sole power to vote or to direct the vote: -0-

           (ii) shared power to vote or to direct the vote: 1,267,500

           (iii)sole power to dispose or to direct the disposition of: -0-

           (iv) shared power to dispose or to direct the disposition of:
                1,267,500

    API
    ---

    (a) AMOUNT BENEFICIALLY OWNED: 1,267,500

    (b) PERCENT OF CLASS: 1.3%

    (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

           (i)  sole power to vote or to direct the vote: -0-

           (ii) shared power to vote or to direct the vote: 1,267,500

           (iii)sole power to dispose or to direct the disposition of: -0-

           (iv) shared power to dispose or to direct the disposition of:
                1,267,500

    David A. Tepper
    ---------------

    (a) AMOUNT BENEFICIALLY OWNED: 3,094,408

    (b) PERCENT OF CLASS: 3.1%

    (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

           (i)  sole power to vote or to direct the vote: 1,826,908

           (ii) shared power to vote or to direct the vote: 1,267,500

           (iii)sole power to dispose or to direct the disposition of:
                1,826,908



                                SCHEDULE 13G

CUSIP NO.  208464883                                        PAGE 11 OF 11 PAGES

           (iv) shared power to dispose or to direct the disposition of:
                1,267,500

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

     If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following: |X|

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

     Not applicable.

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
        THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

     Not applicable.

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

     Not applicable.

Item 9. NOTICES OF DISSOLUTION OF GROUP:

     Not applicable.

Item 10. CERTIFICATION:

     By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect.


                               SIGNATURE PAGE
                               --------------

     After reasonable 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:  February 13, 2004

                                   APPALOOSA INVESTMENT LIMITED PARTNERSHIP I

                                   By:  APPALOOSA MANAGEMENT L.P.,
                                        Its General Partner

                                           By:  APPALOOSA PARTNERS INC.,
                                                Its General Partner

                                              By: /s/ David A. Tepper
                                                 ------------------------------
                                                 Name:    David A. Tepper
                                                 Title:   President

                                   PALOMINO FUND LTD.

                                   By:  APPALOOSA MANAGEMENT L.P.,
                                        Its Investment Adviser

                                           By:  APPALOOSA PARTNERS INC.,
                                                Its General Partner

                                              By: /s/ David A. Tepper
                                                 ------------------------------
                                                 Name:    David A. Tepper
                                                 Title:   President

                                   APPALOOSA MANAGEMENT L.P.

                                   By:  APPALOOSA PARTNERS INC.,
                                        Its General Partner

                                              By: /s/ David A. Tepper
                                                 ------------------------
                                                 Name:  David A. Tepper
                                                 Title: President

                                   APPALOOSA PARTNERS INC.

                                           By: /s/ David A. Tepper
                                              ------------------------
                                              Name:  David A. Tepper
                                              Title:    President

                                            /s/ David A. Tepper
                                           ---------------------------
                                            David A. Tepper




                                 EXHIBIT A
                                 ---------

                           JOINT FILING AGREEMENT
                           ----------------------

The undersigned agree that the foregoing Statement on Schedule 13G
(including any and all amendments thereto) is being filed with the
Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k)
and further agree that this Joint Filing Agreement be included as an
Exhibit to such joint filings.

Dated:  February 13, 2004

                                   APPALOOSA INVESTMENT LIMITED PARTNERSHIP I

                                   By:  APPALOOSA MANAGEMENT L.P.,
                                        Its General Partner

                                           By:  APPALOOSA PARTNERS INC.,
                                                Its General Partner

                                              By: /s/ David A. Tepper
                                                 ------------------------------
                                                 Name:    David A. Tepper
                                                 Title:   President

                                   PALOMINO FUND LTD.

                                   By:  APPALOOSA MANAGEMENT L.P.,
                                        Its Investment Adviser

                                           By:  APPALOOSA PARTNERS INC.,
                                                Its General Partner

                                              By: /s/ David A. Tepper
                                                 ------------------------------
                                                 Name:    David A. Tepper
                                                 Title:   President

                                   APPALOOSA MANAGEMENT L.P.

                                   By:  APPALOOSA PARTNERS INC.,
                                        Its General Partner

                                              By: /s/ David A. Tepper
                                                 ------------------------
                                                 Name:  David A. Tepper
                                                 Title: President

                                   APPALOOSA PARTNERS INC.

                                           By: /s/ David A. Tepper
                                              ------------------------
                                              Name:  David A. Tepper
                                              Title:    President

                                            /s/ David A. Tepper
                                           ---------------------------
                                            David A. Tepper