EXHIBIT 4.20.1













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                          FIRST SUPPLEMENTAL INDENTURE

                                     BETWEEN

                       CONSECO, INC., as Successor Issuer

                                       AND

                    FIRSTAR BANK OF MINNESOTA, N.A., Trustee

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                                             Dated as of December 17, 1996



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         FIRST  SUPPLEMENTAL  INDENTURE,  dated as of December 17,  1996,  (this
"Supplemental  Indenture"),  between CONSECO,  INC. an Indiana  corporation (the
"Company"), and FIRSTAR BANK OF MINNESOTA, N.A.
(the "Trustee").

         WHEREAS,  American Travellers Corporation,  a Pennsylvania  corporation
("ATC"),  and the Trustee have entered into an indenture (the "Indenture") dated
as of September 15, 1995, to provide for the issuance of $103,500,000  principal
amount  of  ATC's  6.5%  Convertible   Subordinated  Debentures  Due  2005  (the
"Securities"); and

         WHEREAS,  on December  17,  1996,  ATC merged with and into the Company
(the "Merger"),  with the Company succeeding to the business of ATC and assuming
all of the obligations of ATC under the Securities and the Indenture; and

         WHEREAS, the Company has made a request to the Trustee that the Trustee
join with it in the  execution  of this  Supplemental  Indenture  to permit  the
Company to assume all the  obligations  of ATC under the  Indenture  pursuant to
Section 5.1 of the Indenture;

         NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants  contained herein and in the Indenture and for other good and valuable
consideration, the receipt and sufficiency of which are herein acknowledged, the
Company and the Trustee  hereby  agree for the equal and ratable  benefit of all
holders of the Securities as follows:

                                   ARTICLE 1.

                                   Definitions

         Section 1.01. Definitions. For purposes of this Supplemental Indenture,
the terms defined in the recitals shall have the meanings therein specified; any
terms defined in the  Indenture  and not defined  herein shall have the meanings
therein specified.

                                   ARTICLE 2.

                           Assumption and Substitution

         Section 2.01.  Assumption of Obligations.  The Company as the surviving
corporation  of the  Merger  expressly  acknowledges  and  assumes  the  due and
punctual  payment of the principal of, premium,  if any, and interest on all the
Securities and the performance and observance of all other obligations under the
Indenture or the Securities to be performed or observed by ATC.





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         Section 2.02. Substitution. On  the  date  hereof, the Company (as the 
surviving  corporation  of the  Merger)  shall,  by  virtue  of  the  assumption
described in Section 2.01 and the  execution  and delivery of this  Supplemental
Indenture, succeed to and be substituted for ATC.

                                   ARTICLE 3.

                                  Miscellaneous

         Section 3.01. Effect of the Supplemental  Indenture.  This Supplemental
Indenture  supplements the Indenture and shall be a part, and subject to all the
terms, thereof.  Except as expressly  supplemented hereby, the Indenture and the
Securities issued thereunder shall continue in full force and effect.

         Section 3.02. Counterparts. This Supplemental Indenture may be executed
in  counterparts,  each of which shall be deemed an  original,  but all of which
shall together constitute one and the same instrument.

         Section 3.03.  GOVERNING LAW.   THIS  SUPPLEMENTAL  INDENTURE  SHALL BE
GOVERNED BY, AND  CONSTRUED  IN  ACCORDANCE  WITH,  THE LAWS OF THE STATE OF NEW
YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK.

         IN WITNESS  WHEREOF,  the parties hereto have caused this  Supplemental
Indenture to be duly executed, all as of the date first written above.

                                  CONSECO, INC.



                                  By: /s/ Rollin M. Dick
                                     --------------------------   
                                  Name:  Rollin M. Dick
                                  Title: Chief Financial Officer
                                         and Executive Vice President


                                  FIRSTAR BANK OF MINNESOTA, N.A.
 


                                  By:/s/Frank P. Leslie, III
                                     --------------------------   
                                  Name: Frank P. Leslie, III
                                  Title: Vice President



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