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EXHIBIT 10.46
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                           JANUARY 1998 AMENDMENT TO
                            THE AMENDED AND RESTATED
                               ADVISORY AGREEMENT

     THIS AMENDMENT ("Amendment") to the Amended and Restated Advisory Agreement
is entered into on the 1st day of January, 1998, between LIFE REASSURANCE
CORPORATION OF AMERICA, a Connecticut stock insurance corporation formerly known
as General Reassurance Corporation (the "Company") and CONSECO CAPITAL
MANAGEMENT, INC., a Delaware corporation (the "Adviser").

     WHEREAS, the Company and the Adviser are parties to the Amended and
Restated Advisory Agreement, originally dated November 16, 1988 and amended as
of October 1, 1993, December 15, 1994, May 31, 1995, and September 15, 1996 (the
"Agreement"); and

     WHEREAS, the Company and the Adviser now desire to amend the compensation
provision of the Agreement;

     NOW, THEREFORE, in consideration of the premises and mutual promises
hereinafter set forth, the parties hereto agree as follows:

     A.  The Adviser and the Company agree to amend Section 7 of the Agreement
in its entirety to read as follows:

          7.  Compensation.  For the services to be rendered by the Adviser as
     provided in this Agreement, the Company will pay to the Adviser a quarterly
     fee equal to: (i) 0.02% of the total market value of the investable assets
     in the Designated Portfolio as of the end of the most recent fiscal quarter
     for the first $1 billion in the Designated Portfolio; (ii) 0.0125% of the
     total market value of the investable assets in the Designated Portfolio as
     of the end of the most recent fiscal quarter for the next $2 billion in the
     Designated Portfolio; and (iii) 0.01% of the total market value of the
     investable assets in the Designated Portfolio as of the end of the most
     recent fiscal quarter for all amounts in excess of $3 billion in the
     Designated Portfolio. If the combined quarterly fee payable to the Adviser
     by the Company under this Agreement and under that Certain Agreement
     between the Adviser and The Mutual Life Insurance Company of New York,
     dated effective May 25, 1994 (the "MONY Agreement"), is less than $100,000,
     then the Company agrees to pay the Adviser a combined quarterly fee under
     this Agreement and the MONY Agreement of $100,000. Such quarterly fee will
     be payable in advance within ten (10) business days after the last day of
     each fiscal quarter.

     B.  This Amendment will become effective on January 1, 1998 and the amended
compensation provision will apply to payments of compensation made after such
date.

     C.  This Amendment may be executed simultaneously in any number of
counterparts, each of which will be deemed an original, but all of which will
constitute one and the same instrument.
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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective officers thereunto duly authorized as of the
date first written above.

                                          LIFE REASSURANCE CORPORATION OF
                                          AMERICA

                                          By: /s/ Douglas M. Schair
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                                            Douglas M. Schair,
                                            Vice Chairman of the Board
                                            and Chief Investment Officer

                                          CONSECO CAPITAL MANAGEMENT, INC.

                                          By: /s/ Maxwell E. Bublitz
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                                          Name:  Maxwell E. Bublitz
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                                          Title:  President/CEO
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