Conning Inc. – ‘S-3’ on 6/11/99

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Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Conning Corporation Form S-3                          24    128K 
 2: EX-5.1      Opinion of Counsel                                     1      6K 
 3: EX-23.1     Consent of Expert                                      1      4K 

S-3   —   Conning Corporation Form S-3
Document Table of Contents

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As filed with the Securities and Exchange Commission on June 11, 1999           
                      Registration Statement No. 333-_______
______________________________________________________________________          
SECURITIES AND EXCHANGE COMMISSION            
WASHINGTON, D.C. 20549            

FORM S-3            
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933             

CONNING CORPORATION             
(Exact name of registrant as specified in its charter)            

                                                        [Enlarge/Download Table]
                                                                                         
           MISSOURI                 700 MARKET STREET              43-1719355            
 (State or other jurisdiction      ST. LOUIS, MISSOURI  (IRS Employer Identification No.)
of incorporation or organization)     (314) 444-0498                                     

______________________            

 (Address, including zip code, and telephone number including area code,
of registrant's principal executive office)             
______________________            

LEONARD M. RUBENSTEIN             
CHAIRMAN, PRESIDENT AND CEO             
CONNING CORPORATION             
700 MARKET STREET             
ST. LOUIS, MISSOURI 63101             
(314) 444-0498            
(Name, address, including zip code, and telephone number,             
including area code, of agent for service)            
_______________________             

Copies of all communications to:            

WILLIAM L. HUTTON, ESQ.             R. RANDALL WANG, ESQ.     
ASSOCIATE GENERAL COUNSEL               BRYAN CAVE LLP          
CONNING CORPORATION         211 NORTH BROADWAY, SUITE 3600
700 MARKET STREET             ST. LOUIS, MISSOURI 63109 
ST. LOUIS, MISSOURI 63101               (314) 259-2000          
(314) 444-0642                    FAX (314) 259-2020    
FAX (314) 444-0510                                          
______________________            

Approximate date of commencement of proposed sale to the public:          
At such time or times after the effective date of this Registration             
Statement as the selling shareholders shall determine.                          

______________________            

If the only securities being registered on this Form are being            
offered pursuant to dividend or interest reinvestment plans, please             
check the following box: / /                                                    

If any of the securities being registered on this Form are to be          
offered on a delayed or continuous basis pursuant to Rule 415 under the         
Securities Act of 1933, other than securities offered only in connection        
with dividend or interest reinvestment plans, please check the following        
box: /x/                                                                        

If this Form is filed to register additional securities for an            
offering pursuant to Rule 462(b) under the Securities Act of 1933,              
please check the following box and list the Securities Act registration         
statement number of the earlier effective registration statement for the        
same offering. / /                                                              

If this Form is a post-effective amendment filed pursuant to Rule 462(c)  
under the Securities Act of 1933, check the following box and list the          
Securities Act registration statement number of the earlier effective           
registration statement for the same offering. / /                               

If delivery of the prospectus is expected to be made pursuant to          
Rule 434, please check the following box. / /                                   
_____________________________________             

                                                        [Enlarge/Download Table]
                                             CALCULATION OF REGISTRATION FEE                                                       
-----------------------------------------------------------------------------------------------------------------------------------

  TITLE OF EACH CLASS OF            AMOUNT TO BE             PROPOSED MAXIMUM             PROPOSED MAXIMUM           AMOUNT OF     
SECURITIES TO BE REGISTERED          REGISTERED        OFFERING PRICE PER SHARE<F*>   AGGREGATE OFFERING PRICE   REGISTRATION FEE  
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                   
Common Stock, par value $.01       385,000 shares                $16.8125                    $6,472,813               $1,800       
-----------------------------------------------------------------------------------------------------------------------------------
<FN>                                                                                                                               
   <F*>Estimated pursuant to Rule 457(c) solely for purposes of                                                                    
calculating amount of registration fee, based upon the average of the                                                              
high and low sales prices reported on June 9, 1999, as reported on The                                                             
Nasdaq National Market.                                                                                                            

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH          
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE         
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT        
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN                
ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE         
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE               
SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION             
8(a), MAY DETERMINE.                                                            

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----------------------------------------------------------------------------    
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.        
THE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED         
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE.  THIS               
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT             
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER      
OR SALE IS NOT PERMITTED.                                                     
----------------------------------------------------------------------------    

SUBJECT TO COMPLETION, DATED JUNE 11, 1999            

PROSPECTUS              

CONNING CORPORATION             

385,000 SHARES OF COMMON STOCK            

______________________            

This prospectus relates to 385,000 shares of our common stock.            
These shares may be offered and sold from time to time by the selling           
shareholders named herein.   We will not receive any of the proceeds            
from the sale of the common shares.  We will bear the costs relating to         
the registration of the common shares, estimated to be approximately            
$15,000.                                                                        

The selling shareholders may offer their common shares through            
public or private transactions, on or off The Nasdaq National Market, at        
prevailing market prices, or at privately negotiated prices.  The               
selling shareholders may include pledgees, donees, transferees, or other        
successors in interest (including A.G. Edwards & Sons, Inc. to the              
extent that shares may be sold from a margin account).                          

The common shares are traded on The Nasdaq National Market under the      
symbol CNNG.  The closing sales price of the common shares as reported          
on The Nasdaq National Market on June 10, 1999 was $16.875 per share. The       
selling shareholders will pay any sales commissions or underwriting             
discounts and fees and expenses of their counsel incurred in connection         
with the sale of shares through this prospectus.                                

______________________            

YOU SHOULD CAREFULLY CONSIDER "RISK FACTORS" BEGINNING ON PAGE 2          
FOR IMPORTANT INFORMATION YOU SHOULD CONSIDER WHEN DETERMINING WHETHER          
TO INVEST IN OUR COMMON STOCK.                                                  

______________________            

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE             
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION,          
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES          
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY         
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.                           

______________________            

The date of this prospectus is June ___, 1999             

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EXPLANATORY NOTES             

We are registering these shares for the selling shareholders in           
accordance with a prior commitment we made to them. They purchased their        
shares in an employee offering in late 1996 and early 1997. The selling         
shareholders financed their purchases of shares with borrowed funds,            
which limits their ability to sell the shares under the holding period          
provisions of Rule 144 under the Securities Act of 1933.  The                   
shareholders who purchased shares without financing are generally not           
subject to these holding period restrictions on sale. Our desire is to          
register these shares to put the selling shareholders in essentially the        
same position as other shareholders who did not purchase shares with            
borrowed funds.                                                                 
______________________            

We have not authorized anyone to provide you with information or          
to represent anything not contained in this prospectus.  You must not           
rely on any unauthorized information or representations.  The selling           
shareholders are offering to sell, and seeking offers to buy, only the          
shares of common stock covered by this prospectus, and only under               
circumstances and in jurisdictions where it is lawful to do so.  The            
information contained in this prospectus is current only as of its date,        
regardless of the time of delivery of this prospectus or of any sale of         
the shares.                                                                     
______________________            

You should read carefully this entire prospectus, as well as the          
documents incorporated by reference in this prospectus, before making an        
investment decision.  Conning Corporation is a holding company that             
conducts its business through three subsidiaries:  (1) Conning, Inc. is         
a wholly-owned subsidiary of the Company and serves as an intermediate          
holding company; (2) Conning & Company is a wholly-owned subsidiary of          
Conning, Inc. and is a registered investment adviser and broker-dealer;         
and (3) Conning Asset Management Company is a wholly-owned subsidiary of        
Conning & Company and is a registered investment adviser.  All                  
references to "we," "us," "our," or "Conning" in this prospectus mean           
Conning Corporation and its subsidiaries.                                       
______________________            

TABLE OF CONTENTS             
                                                        PAGE
                                                        ----

Risk Factors                                                        2           
The Company                                                        11           
Use of Proceeds                                                    12           
Selling Shareholders                                               12           
Plan of Distribution                                               15           
Legal Matters                                                      17           
Accounting Experts                                                 17           
Where You Can Find More Information                                17           
Incorporation of Certain Documents by Reference                    18           

RISK FACTORS            

Before you invest in our common stock, you should be aware that           
there are various risks, including those described below.  You should           
carefully consider these risk factors together with all of the other            
information included or incorporated by reference in this prospectus            
before you decide to purchase shares of our common stock.                       

BECAUSE WE PRIMARILY SERVE THE INSURANCE INDUSTRY, WE MAY BE ADVERSELY          
AFFECTED BY DEVELOPMENTS IN THAT INDUSTRY.                                      

We focus on providing asset management services to the insurance          
industry.  As a result, our business may be materially adversely                
affected by events that affect the insurance industry.  For example, the        
insurance industry has been experiencing consolidation as companies             
merge or are acquired.  If such consolidation activity continues and our        
current or prospective clients are acquired, their assets may end up            
being managed by the combined company's internal staff or by another            
external manager.  In that case, our business could be materially               
adversely affected.  Further, over time, many insurance companies have          
already started to use a greater percentage of external asset                   

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managers.  As a result, there may be fewer additional external asset            
management opportunities.  In addition, changes affecting the insurance         
industry may have a materially adverse effect on our business.  For             
example, changes in related federal or state laws or regulations could          
adversely affect insurance products or insurance company investments,           
which could reduce the volume of assets available for management by us.         

WE DEPEND ON GENERAL AMERICAN THROUGH CERTAIN INVESTMENT ADVISORY AND           
ADMINISTRATIVE SERVICES AGREEMENTS BUT MAY NOT BE ABLE TO RELY ON IT IN         
THE FUTURE.                                                                     

GenAmerica Corporation, a Missouri corporation, beneficially owns         
approximately 61.4% of our outstanding common stock.  As of March 31,           
1999, its subsidiary, General American Life Insurance Company and its           
affiliates, accounted for approximately $17.1 billion of the                    
approximately $29.4 billion in assets which we had under discretionary          
management.  We refer to GenAmerica and its affiliates, including               
General American Life Insurance Company, in this prospectus as "General         
American." General American can terminate our advisory agreements upon          
30 to 90 days' notice without penalty.                                          

We cannot assure you that General American will maintain or not           
seek to renegotiate their existing investment advisory relationships            
with us in the future.  The renegotiation of those relationships could          
have a negative affect on us. Similarly, the termination of those               
relationships would have a materially adverse effect on our business.           
Additionally, General American presently leases to us all of our office         
space in St. Louis; it also provides us with some administrative                
services.  We cannot assure you that those arrangements will continue or        
that we would be able to find replacement office space or services on           
similar or otherwise favorable terms.                                           

GENERAL AMERICAN CAN CONTROL OUR BUSINESS AND LIMIT OUR ABILITY TO ENTER        
INTO MAJOR BUSINESS TRANSACTIONS.                                               

General American beneficially owns approximately 61.4% of our             
common stock.  Our Board of Directors consists of five directors, two of        
whom are officers of General American or us.  Because of its ownership          
of a majority of our common stock, General American has the power to            
elect our Board of Directors and to approve certain actions requiring           
shareholder approval, including adopting amendments to our Articles of          
Incorporation, and to control certain other actions requiring                   
shareholder approval, including mergers or sales of substantially all of        
our assets or assets of our subsidiaries.  For financial reporting              
purposes, General American includes its share of our net income or loss         
in its consolidated financial statements.  Our Board of Directors,              
including members who also are affiliated with General American, may            
consider not only the short-term and long-term impact of operating              
decisions on us but also the impact of such decisions on General                
American.                                                                       

WE ENGAGE IN TRANSACTIONS WITH GENERAL AMERICAN THAT CREATE CONFLICTS OF        
INTEREST.                                                                       

We are a party to investment advisory, administrative services,           
and other agreements with General American and some of its affiliates.          
Some of our officers were also officers of General American when such           
agreements were entered into.  We believe that the terms of such                
agreements are at least as favorable to us as those we could have               
negotiated with unrelated parties.  However, these agreements may be            
modified or renegotiated in the future.  We may also enter into                 
additional agreements or transactions with General American or its              
affiliates.  Conflicts of interest could arise between General American         
or its affiliates and us with respect to any of these agreements or             
arrangements.                                                                   

WE FACE CERTAIN CONFLICTS OF INTEREST WITH OUR EMPLOYEES.                       

Our executive officers, directors, and employees from time to time        
receive a profit interest in, and invest in, investment funds that we           
organize and manage.  We (or one of our affiliates) may have a                  
relationship with those funds as sponsor or an investor or with one of          
the company investments held by the investment funds.  This relationship        
may involve performing asset management services, publishing research,          
or acting as a market-maker for that company.  In addition, we may              
organize businesses in the future in which our employees acquire                
minority interests.  There is a risk that, as a result of any such              
profit or investment interest, a director, officer, or employee may take        
actions which could conflict with our best interests.                           

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WE FACE CHALLENGES IN ATTRACTING AND RETAINING QUALIFIED PERSONNEL.             

Our success significantly depends on our officers and key                 
personnel. Retention of asset management, investment advisory, private          
equity, research, sales and trading, and administrative professionals is        
particularly important to our business prospects.  We cannot assure you         
that losses of key personnel will not occur in the future, which could          
materially and adversely affect our business and prospects.                     

We expect the number of our employees to increase.  Competition           
for employees with the high degree of skill, and the often highly               
specialized qualifications, we desire is intense, especially for asset          
management and research professionals with expertise in the insurance           
industry.  We expect that continuing competition will cause our                 
compensation costs to continue to increase.  We cannot assure you that          
we will be able to recruit enough new employees with the desired                
qualifications in a timely manner.  If we fail to recruit new employees,        
our business would be materially and adversely affected.                        

WE EXPERIENCE INTENSE COMPETITION IN OUR MARKETS.                               

We conduct business in highly competitive markets.  We compete            
with a large number of other asset management firms, as well as broker-         
dealers, insurance companies, commercial banks, and others in the               
business.  Our asset management business competes for assets under              
discretionary management with a large number of other specialty and             
diversified investment advisory firms and divisions. Some of our                
competitors are internal investment divisions of insurance companies.           
The intensity of competition could increase if the rate of growth in            
insurance company assets managed externally were to decline.  New asset         
management entities that may compete with us may be formed at relatively        
low cost.  Our focus on the insurance industry makes us particularly            
subject to direct competition from firms or divisions that specialize in        
providing services to the insurance sector.  Additionally, other                
insurance companies may spin out their investment management divisions,         
which might then become competitors.  Our asset management, real estate,        
private equity, and investment accounting & reporting services are also         
subject to intense competition.  These operations require only limited          
capital and have low barriers to entry.  We cannot assure you that we           
will be able to compete successfully against current and future                 
competitors or that competitive pressures faced by us will not                  
materially and adversely affect our business.                                   

Many of our current and potential competitors are larger and have         
access to greater resources, all of which could be used to compete              
effectively against us.  This competition could have a material adverse         
effect on our business, as well as our ability to attract and retain            
employees.                                                                      

WE EXPOSE OURSELVES TO CERTAIN RISKS IN CONNECTION WITH ACQUISITIONS.           

As part of our business strategy, we consider acquisitions of             
similar or complementary businesses.  We cannot assure you that we will         
be successful in identifying attractive acquisition candidates or               
completing acquisitions on favorable terms.  In addition, acquisitions          
are accompanied by risks, such as:                                              

*         potential exposure to unknown liabilities of acquired           
companies or to acquisition costs and expenses;                 

*         difficulty and expense of integrating the operations            
and personnel of the acquired companies;                        

*         potential disruption to our business and potential              
diversion of our management's time and attention;               

*         impairment of relationships with and the possible loss          
of key employees and clients as a result of the changes in      
management;                                                     

*         amortization expenses, if an acquisition gives rise to          
goodwill on our balance sheet; and                              

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*         dilution to our shareholders if the acquisition is              
made with our stock.                                            

We cannot assure you that we can effectively assimilate the               
products, technologies, or businesses of acquired companies.                    
Additionally, an acquisition may have a negative effect on our revenues         
or earnings.  Further, we may incur significant expense to complete             
acquisitions and to support the acquired products and businesses.  We           
may fund acquisitions with cash, debt, or equity, which could have the          
effect of diluting or otherwise adversely affecting our existing                
shareholders.                                                                   

ADVERSE CHANGES IN ECONOMIC OR MARKET CONDITIONS OR REGULATIONS COULD           
REDUCE OUR REVENUES.                                                            

Changes in economic and market conditions may adversely affect:           

*    our profitability;                                                   

*    the performance of our services; and                                 

*    the demand for our services.                                         

A significant portion of our revenues come from asset management          
fees, which are generally based on the market value of assets under             
management.  Consequently, significant fluctuations in the values of            
securities may affect materially the value of assets under management           
and thus our revenues and profitability. This may occur as the result of        
substantial changes in the equity and fixed income markets resulting            
from changes in interest rates, inflation rates, or other economic              
factors. We focus on insurance companies, which tend to invest heavily          
in interest-sensitive securities.  As a result, our assets under                
management are sensitive to interest rate volatility.  Changes in               
interest rates could reduce the market value of assets under management.        
Adverse market conditions could also cause our clients to reduce the            
amount of funds they ask us to manage or reduce the allocation of assets        
to particular types of investments.  Any of these events could reduce           
our revenues.                                                                   

Fluctuations in the investment patterns of our clients also               
affects the amount of assets under management.  Because our clients are         
mainly in the insurance business, regulatory changes could reduce our           
revenues, such as changes in insurance company investment regulations or        
adverse tax law changes.                                                        

The fees which we charge to registered investment companies are           
subject to fiduciary standards and periodic review of the boards of             
directors of the companies to determine if such fees are excessive.  We         
believe that our fees are not excessive under current judicial authority        
relating to such fees, but we cannot assure you that such fees might not        
be determined in the future to be excessive and subject to renegotiation        
or challenge in court.                                                          

Our mortgage origination and mortgage and real estate servicing           
business is dependent on local economic conditions.  Although we have           
mortgage activity in approximately 25 states, significant declines in           
the local economies in a number of such states could reduce the                 
availability of high quality mortgages and real estate developments.            
This could also increase competition for mortgages.  Economic and market        
conditions may also reduce our clients' demand for mortgages.                   

Periodically, we serve as an underwriter of publicly-offered              
securities.  Underwriting revenues, as well as brokerage commissions,           
are highly volatile.  They depend on a variety of factors, including            
market conditions and transaction activity.  We cannot give you any             
assurance as to the amount of such revenues, if any, that may arise in          
future periods.                                                                 

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THE REGULATION OF OUR INDUSTRY IS EXTENSIVE AND COMPLEX.                        

INTRODUCTION                                                              

The securities industry and our business are subject to extensive         
regulation by the Securities and Exchange Commission (which we refer to         
as the "SEC"), state securities regulators, and other governmental              
regulatory authorities.  For example, these include:                            

*    Broker-dealer regulation by the National Association of              
Securities Dealers, Inc., which we refer to as the "NASD."      
Also, Conning & Company is registered as a broker-dealer        
under the Securities Exchange Act of 1934, which we refer to    
as the "Exchange Act," and various state broker-dealer          
registration laws.                                              

*    Investment adviser regulation, as Conning & Company and              
Conning Asset Management Company, two of our subsidiaries,      
are registered as investment advisers with the SEC. As          
registered investment advisers, they are subject to the         
Investment Advisers Act of 1940, which we refer to as the       
"Advisers Act," and the related regulations.                    

*    Investment company regulation, as Conning Asset Management           
Company acts as an investment adviser to a number of            
registered investment companies, and therefore is also          
subject to the Investment Company Act of 1940, which we         
refer to as the "Investment Company Act."                       

*    The Employee Retirement Income Security Act of 1974, which           
we refer to as "ERISA," and related regulations. Conning        
Asset Management Company is subject to ERISA because it is a    
fiduciary with respect to:                                      

-    the investments of its discretionary asset       
management clients which belong to employee 
benefit plans subject to ERISA; and         

-    the investments of portfolios managed by us that 
contain assets of plans subject to ERISA.   

*    Mortgage or real estate brokers licensing requirements of a          
number of states due to our mortgage origination activities.    

SECURITIES REGULATIONS RESTRICT OUR ACTIVITIES AND EXPOSE US TO           
POTENTIAL LIABILITY                                                       

Extensive securities regulations restrict our activities.                 
Additionally, our management may be required to devote substantial time         
and effort to regulatory compliance issues.  Further, Conning & Company         
is exposed to liability under federal and state securities laws and             
court decisions, including decisions with respect to underwriters'              
liability and limitations on indemnification of underwriters by issuers.        
Violations of federal or state laws or regulations, or rules of                 
organizations, such as the NASD, could subject us, our subsidiaries and         
our employees to disciplinary proceedings or civil or criminal                  
liability.  These sanctions could include:                                      

*    revocation of licenses;                                              

*    censures;                                                            

*    fines; or                                                            

*    temporary suspension or permanent bar from the conduct of            
their business.                                                 

Any of these proceedings or sanctions could have a material               
adverse effect on our business.                                                 

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WE MAY FACE PENALTIES IF WE FAIL TO COMPLY WITH LAWS                      

Many of these regulations are subject to varying interpretations,         
such as those governing affiliated transactions involving clients.              
Regulators make periodic examinations and review annual, monthly, and           
other reports on our operations and financial condition.  In the event          
we do not comply with any applicable law or regulation, governmental            
regulators or other organizations, such as the NASD, may institute              
administrative or judicial proceedings. These proceedings could result          
in:                                                                             

*    censures;                                                            

*    fines;                                                               

*    civil penalties (including treble damages in the case of             
insider trading violations);                                    

*    criminal penalties;                                                  

*    the issuance of cease-and-desist orders;                             

*    the deregistration or suspension of the non-compliant                
broker-dealer or investment adviser;                            

*    the suspension or disqualification of the broker-dealer's or         
investment adviser's officers or employees;                     

*    removal from our role as fiduciary with respect to the               
investment of assets subject to ERISA; and                      

*    other adverse consequences.                                          

We have not experienced any such penalties to date.  These                
violations or noncompliance could also subject us or our employees to           
civil actions by private parties.                                               

In connection with our private equity activities, Conning &               
Company, its affiliates, and the private equity funds which they manage         
are relying on exemptions from registration under the Investment Company        
Act, the Securities Act of 1933, and state securities laws.  Failure to         
meet the requirements of any of these exemptions could have a material          
adverse effect on:                                                              

*    our business;                                                        

*    the manner in which we and they carry out investment                 
activities; and                                                 

*    the compensation received by Conning & Company and its               
affiliates from the private equity funds.                       

CHANGING SECURITIES REGULATIONS COULD ADVERSELY AFFECT OUR                
BUSINESS                                                                  

The regulatory environment in which we operate often changes.  We         
may be adversely affected by new or revised legislation or regulations          
imposed by the SEC, other governmental regulatory authorities, or other         
regulatory bodies.  We also may be adversely affected by changes in the         
interpretation or enforcement of existing laws and rules by these               
governmental authorities and other regulatory bodies.                           

OTHER BUSINESS REGULATIONS COULD ADVERSELY AFFECT OUR BUSINESS            

Our businesses may be materially affected also by other laws of           
general application.  For example, our asset management revenues could          
be adversely affected by:                                                       

*    existing and proposed tax legislation;                               

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*    other governmental regulations and policies such as the              
interest rate policies of the Federal Reserve Board; and        

*    changes in the interpretation or enforcement of existing             
laws and rules that affect the business and financial           
communities.                                                    

The insurance industry can be affected not only by such                   
legislation or regulations of general applicability, but also by                
industry-specific legislation or regulations.                                   

NET CAPITAL REQUIREMENTS LIMIT OUR OPERATIONS AND RESTRICT THE            
PAYMENT OF DIVIDENDS                                                      

As a registered broker-dealer and member of the NASD, Conning &           
Company is subject to the net capital rules of the SEC, various states,         
and the NASD.  These rules require that registered broker-dealers and           
NASD members maintain minimum levels of net capital. They are designed          
to assure that broker-dealers maintain adequate regulatory capital in           
relation to their liabilities and the size of their customer business.          
They have the effect of requiring that broker-dealers keep a substantial        
portion of their assets in cash or highly liquid investments.  These net        
capital requirements could have a materially adverse effect on our              
ability to distribute dividends to our shareholders.  As a holding              
company, our main assets are shares of the common stock of Conning, Inc.        
Conning, Inc. owns all of the common stock of Conning & Company.  The           
primary source of funds for us to make dividend distributions, if any,          
will be dividends paid to us by Conning, Inc.  Conning, Inc.'s principal        
source of funds is dividends received from Conning & Company, which may         
be restricted by these net capital rules.                                       

OUR CUSTOMERS CAN TERMINATE OUR INVESTMENT ADVISORY AGREEMENTS ON SHORT         
NOTICE.                                                                         

A large portion of our revenues come from investment advisory             
agreements with insurance companies, particularly General American and          
its affiliates, and institutional clients.  Our clients can generally           
terminate these agreements on 30 to 90 days' notice without penalty.            
Any termination that involved a material portion of assets under                
management could have a material adverse effect on our business.                

PROVISIONS OF THE ADVISERS ACT AND THE INVESTMENT COMPANY ACT THAT              
RESTRICT "ASSIGNMENTS" OF INVESTMENT ADVISORY AGREEMENTS MIGHT                  
DISCOURAGE ANY POTENTIAL PURCHASERS OF US.                                      

Under the Advisers Act, investment advisory agreements are                
voidable upon assignment unless the client consents to the assignment.          
Under the Investment Company Act, investment advisory agreements                
terminate upon assignment.  The term "assignment" includes:                     

*    a direct assignment, but also                                        

*    a transfer of a "controlling block" of the firm's voting             
securities, or                                                  

*    under some circumstances, a transfer of a "controlling               
block" of the voting securities of a parent corporation.        

Under the Investment Company Act, during the two-year period after        
a change of control of an investment adviser of a registered investment         
company, there may not be imposed an "unfair burden" on that company as         
a result of a change in control.  That prohibition could be interpreted         
to restrict increases in investment advisory fees during the two-year           
period.  This may discourage potential purchasers from acquiring any            
interest in us that might constitute a change of control under the              
Investment Company Act.                                                         

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THE SALE OF COMMON STOCK BY GENERAL AMERICAN OR OTHER SHAREHOLDERS MAY          
REQUIRE PRIOR APPROVAL FROM OUR CLIENTS OR THEIR SHAREHOLDERS IN ORDER          
TO PRESERVE CURRENT INVESTMENT ADVISORY AGREEMENTS; IT MIGHT BE                 
DIFFICULT TO OBTAIN THOSE APPROVALS.                                            

Sales of our common stock by General American or other                    
shareholders, or issuances of common stock by us, could result in a             
deemed assignment of our investment advisory agreements under the               
Advisers Act and the Investment Company Act. In the case of any of our          
registered investment company clients, a majority of the shareholders of        
the client must approve the assignment before it takes place.  In the           
case of our other clients, the client itself must approve the assignment        
before it takes place  We cannot assure you that our clients would              
consent to any assignment of investment advisory agreements or approve          
new investment advisory agreements with us in such an event.                    

OUR ARTICLES OF INCORPORATION CONTAIN LIMITATIONS ON THE VOTING POWER OF        
SOME SHAREHOLDERS TO TRY TO AVOID DEEMED "ASSIGNMENTS" OF OUR INVESTMENT        
ADVISORY AGREEMENTS.                                                            

Our Articles of Incorporation provide that no person or group             
deemed to be a beneficial owner (as defined) of our common stock may            
vote more than 20% of the total number of shares of common stock                
outstanding.  This provision of the Articles does not apply to General          
American or its subsidiaries or affiliates, our direct or indirect              
subsidiaries and some of our employee plans.  Our Board of Directors may        
approve the exemption of other persons or groups from these provisions.         
This voting limitation is in place to reduce the likelihood, under some         
circumstances, of inadvertent terminations of our advisory agreements as        
a result of "assignments" of such contracts.  We cannot assure you that         
this voting limitation will prevent such a termination from occurring.          
In addition, this limitation could have an anti-takeover effect and make        
changes in management more difficult.                                           

PROVISIONS OF MISSOURI LAW AND OUR CHARTER DOCUMENTS MAY MAKE A TAKEOVER        
DIFFICULT.                                                                      

Some provisions of Missouri law, our Articles of Incorporation,           
and our Bylaws could discourage a third party from attempting to acquire        
control of us.  Some of the provisions of Missouri law include:                 

*         Missouri's "business combination" statute, which                
imposes restrictions and conditions on some transactions        
with an "interested shareholder" (generally a shareholder       
owning more than 20% of the corporation's voting stock) for     
five years following the date on which that shareholder         
became an interested shareholder; and                           

*         Missouri's "take-over bid disclosure" statute, which            
provides that, before making a tender offer for some            
Missouri corporations, the offeror must file some disclosure    
materials.                                                      

Our Articles of Incorporation and Bylaws:                                       

*    contain some limitations on the voting power of some of our          
shareholders;                                                   

*    provide for a classified Board of Directors;                         

*    limit the right of shareholders to remove directors;                 

*    limit the right of shareholders to change the size of our            
Board of Directors;                                             

*    limit the right of shareholders to fill vacancies on our             
Board of Directors;                                             

*    limit the right of shareholders to act by written consent;           

*    limit the right of shareholders to call a special meeting of         
shareholders;                                                   

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*    require a higher percentage of shareholders than would               
otherwise be required to amend, alter, or repeal certain        
provisions of our Articles of Incorporation and Bylaws;         

*    provide that our Bylaws may be amended only by the majority          
vote of our Board of Directors; and                             

*    authorize us to issue preferred stock without seeking                
shareholder approval; our Board of Directors has the power      
to set the terms of any preferred shares, which could           
adversely affect our common stock.                              

These provisions could also limit or depress the price that some          
investors might be willing to pay in the future for shares of our common        
stock.                                                                          

FUTURE SALES OR ISSUANCES OF SHARES COULD ADVERSELY AFFECT OUR SHARE            
PRICE.                                                                          

Sales of substantial numbers of additional shares of our common           
stock, or the perception those sales might occur, could adversely affect        
the market price of our common stock.  General American beneficially owns       
approximately 61.4% of our common stock and has rights to require us to         
register most of its shares for sale under the Securities Act of 1933.          
Additionally, all of its shares of our common stock are eligible for            
sale pursuant to Rule 144 under the Securities Act.  As of June 1, 1999,        
approximately 2,654,368 shares of our common stock are issuable upon            
exercise of outstanding stock options; an additional 178,141 shares are         
available for future awards.                                                    

OUR COMMUNICATION AND INFORMATION SYSTEMS ARE SUBJECT TO RISK OF FAILURE        
AND ARE DEPENDENT ON THIRD PARTY VENDORS.                                       

Our business significantly depends on communications and                  
information systems and third-party vendors for securities pricing              
information and updates on certain software.  Our investment accounting         
& reporting services depend on the timeliness and accuracy of reports           
furnished by us to our customers.  Although we believe we have adequate         
procedures in place to ensure the timeliness and accuracy of our                
services, any delays or inaccuracies in that information may give rise          
to potential claims against us and could materially adversely affect our        
business.  Further, we cannot assure you that we will not suffer a              
systems failure or interruption caused by various events. Similarly, we         
cannot assure you that our back-up procedures and capabilities, in the          
event of any such failure or interruption, will be adequate.                    

FAILURE TO SUCCESSFULLY ADDRESS THE YEAR 2000 ISSUE COULD ADVERSELY             
AFFECT OUR BUSINESS.                                                            

We have established a compliance team to address the "year 2000"          
issue, which generally refers to the inability of computer systems to           
properly recognize calendar dates beyond December 31, 1999.                     

We are working to make appropriate modifications to our computer          
systems.  We are also contacting most of our business partners,                 
suppliers, and vendors to try to determine their year 2000 readiness. We        
do not believe it is possible to completely determine compliance of all         
of their systems.  There are many companies that produce the products           
and services that are supplied to us by these external sources. If a            
particular supplier, vendor, or business partner is unable to provide           
products or services to us due to a year 2000 failure, we believe we            
have adequate alternate sources for such products or services.  We              
cannot assure you, however, that similar or identical products or               
services would be available on the same terms and conditions or that we         
would not experience some adverse effect as a result of switching to            
such alternate sources.                                                         

Based on these efforts, we do not believe that the year 2000 issue        
will have a material adverse effect on our business or results of               
operations.  We cannot, however, guarantee such a favorable outcome.            
The failure to correct a material year 2000 problem could result in an          
interruption or failure in our normal business operations.  These               
failures could adversely affect our results of operations, liquidity,           
and financial condition, particularly as a result of uncertainty                
concerning the year 2000 readiness of third-party suppliers and clients.        

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ACTUAL RESULTS COULD DIFFER MATERIALLY FROM FORWARD-LOOKING STATEMENTS          
CONTAINED IN THIS PROSPECTUS OR OUR SEC FILINGS.                                

Some of the statements contained in this prospectus and in our            
filings with the SEC, in our press releases and in oral statements are          
or may constitute forward-looking statements.  These include statements         
relating to:                                                                    

*    our financial position;                                              

*    our plans to increase revenues;                                      

*    our competitive strengths, business objectives, or                   
strategies;                                                     

*    insurance industry trends;                                           

*    our expectations regarding General American's assets or              
activities; and                                                 

*    our year 2000 efforts.                                               

Because these statements are subject to risks and uncertainties,          
actual results may differ materially from those expressed or implied by         
those forward-looking statements or from historical results.  Factors           
that could cause actual results to differ materially include, but are           
not limited to, those discussed under the heading "Risk Factors."               

In addition to the "Risk Factors," our business entails a variety         
of additional risks, which are set forth in documents we have filed or          
will file from time to time with the SEC.  All subsequent written and           
oral forward-looking statements attributable to us or our                       
representatives are expressly qualified in their entirety by these              
descriptions of these various risks.  You should not place undue                
reliance on our forward-looking statements, which speak only as of the          
date they are made.  We undertake no obligation to release publicly any         
revisions which may be made to any forward-looking statements to reflect        
events or circumstances after the date of those statements or to reflect        
the occurrence of anticipated or unanticipated events.                          

THE COMPANY             

GenAmerica Corporation beneficially owns approximately 61.4% of           
our outstanding common stock.  General American and its affiliates              
provide us with a variety of management and administrative services             
(including legal, employee benefit, payroll, personnel, facilities, and         
information services) at our request.  We also have entered into a              
number of investment advisory agreements with General American and its          
affiliates.                                                                     

We are one of the largest asset managers specializing in insurance        
company investments in the United States, a leading source of private           
equity capital in the specialty insurance market, and a national                
provider of research on the insurance industry.  Our revenues consist of        
asset management and related fees, research service fees, and other             
income.                                                                         

Our asset management and related revenues come from three sources:        
asset management fees, private equity fund management fees, and fees            
related to our mortgage and real estate activities.  Asset management           
fees primarily reflect fees for discretionary asset management services         
provided to insurance company clients, including General American and           
its affiliates.  Our private equity fund management fees represent              
annual management fees based on a percentage of committed capital and a         
participation in specified net gains of the funds.  Our commercial              
mortgage fees primarily reflect fees associated with loan originations          
as well as fees associated with ongoing servicing and management fees           
with respect to loans in portfolios managed by us.                              

Research service fees generally represent commissions paid for            
securities transactions that we effect.  Other income is primarily              
investment income we earn.                                                      

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Our executive offices are located at 700 Market Street, St. Louis,        
Missouri 63101 and our telephone number is 314-444-0498.                        

USE OF PROCEEDS             

We will not receive any proceeds from the sale of the common              
shares offered by this prospectus, nor will such proceeds be available          
for our use or benefit.                                                         

SELLING SHAREHOLDERS            

For ease of reference, the term "selling shareholder" also                
includes any transferees, pledgees, donees, or successors to the selling        
shareholders named in the table below. Pledgees could include banks,            
brokers, financial institutions, or other lenders, such as A.G. Edwards         
& Sons, Inc. and/or its affiliates.  To the extent required, we will            
name any additional selling shareholder in a supplement to this                 
prospectus.                                                                     

We are registering the shares, among other reasons, to permit the         
selling shareholders to sell all or a portion of their shares through           
this prospectus and also to permit those selling shareholders who desire        
to do so to pledge their shares as collateral for all or a portion of           
the shares with brokerage or other financial or lending institutions for        
margin loans.  Margin loans may be made by A.G. Edwards & Sons, Inc. to         
some of the selling shareholders who may use the proceeds to repay loans        
made by General American to those shareholders in connection with the           
initial purchase of the shares, as described in footnote 2 to the table.        

The following table and footnotes set forth certain information           
with respect to the beneficial ownership of our common stock as of June         
1, 1999, both before and after giving effect to the sale of common              
shares in this offering by the selling shareholders.  Except as                 
described in the table, none of the selling shareholders has had any            
position, office, or material relationship with us or any of our                
affiliates within the past three years. The information included below          
is based upon information provided by the selling shareholders.  The            
table assumes that the selling shareholders sell all of the shares              
offered by them in this offering.  We cannot assure you that any of the         
selling shareholders will sell any of the common shares offered by them         
hereunder.                                                                      

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                                                        [Enlarge/Download Table]

                                                                   SHARES BENEFICIALLY                     SHARES BENEFICIALLY     
                                                                     OWNED PRIOR TO                            OWNED AFTER         
                                                                    THE OFFERING <F1>                       THE OFFERING <F1>      
                                                                    -----------------                       -----------------      
                                                                                             COMMON                                
                                                                                              STOCK                                
                                     POSITION WITH                             PERCENT OF    OFFERED                   PERCENT OF  
       NAME                           THE COMPANY                 NUMBER       OUTSTANDING  HEREBY <F2>    NUMBER      OUTSTANDING 
       ----                           -----------                 ------       -----------  -----------    ------      ----------- 
                                                                                                                                   
Leonard M. Rubenstein            Chairman, President &         230,721<F3>         1.7%      40,000      190,721<F3>       1.4%    
                                 Chief Executive Officer                                                                           

Michael D. McLellan              Executive Vice President      121,844<F4>         <F*>      20,000      101,844<F4>       <F*>    

Fred M. Schpero                  Senior Vice President &        52,433<F5>         <F*>      20,000       32,433<F5>       <F*>    
                                 Chief Financial Officer                                                                           

William R. Bennett               Senior Vice President          28,365<F6>         <F*>       5,000       23,365<F6>       <F*>    

Mark A. Blassie                  Senior Vice President          18,542<F7>         <F*>       5,000       13,542<F7>       <F*>    

Sabra R. Brinkmann               Former Vice President<F27>      7,500             <F*>       7,500          -0-           <F*>    

Bruce B. Brodie                  Former Senior Vice             18,000<F8>         <F*>      15,000        3,000<F8>       <F*>    
                                 President<F27>                                                                                    

Frank D. Campbell                Senior Vice President          41,033<F9>         <F*>      30,000       11,033<F9>       <F*>    

Laura R. Caro                    Senior Vice President          56,684<F10>        <F*>       5,000       51,684<F10>      <F*>    

W. Michael Cody                  Vice President                 16,334<F11>        <F*>       5,000       11,334<F11>      <F*>    

Claude A. Fongemie               Senior Vice President          13,272<F12>        <F*>      10,000        3,272<F12>      <F*>    

William L. Frields               Senior Vice President          28,365<F13>        <F*>       5,000       23,365<F13>      <F*>    

Paul S. Goulekas                 Senior Vice President          91,033<F14>        <F*>      35,000       56,033<F14>      <F*>    

David A. Kaslow                  Vice President                 16,167<F15>        <F*>       5,000       11,167<F15>      <F*>    

Douglas R. Koester               Senior Vice President         123,142<F16>        <F*>      20,000      103,142<F16>      <F*>    

John W. Marske                   Vice President                 22,684<F17>        <F*>       5,000       17,684<F17>      <F*>    

Seth C. Miller                   Senior Vice President          53,628<F18>        <F*>      27,500       26,128<F18>      <F*>    

Allen A. Mossien                 Vice President                 20,417<F19>        <F*>      15,000        5,417<F19>      <F*>    

Steven F. Piaker                 Senior Vice President          43,134<F20>        <F*>      20,000       23,134<F20>      <F*>    

David N. Reid                    Senior Vice President         109,912<F21>        <F*>      20,000       89,912<F21>      <F*>    

William E. Rotatori              Senior Vice President          41,799<F22>        <F*>      30,000       11,799<F22>      <F*>    

Robert B. St. Cyr                Senior Vice President          28,365<F23>        <F*>       5,000       23,365<F23>      <F*>    

J. Terri Tanaka                  Former Senior                 122,067<F24>        <F*>      20,000      102,067<F24>      <F*>    
                                 Vice President<F27>                                                                               

Gerard Vecchio                   Senior Vice President          24,853<F25>        <F*>      10,000       14,853<F25>      <F*>    

David B. Vignolo                 Vice President                 12,272<F26>        <F*>       5,000        7,272<F26>      <F*>    

TOTALS                                                       1,342,566             9.4%     385,000      957,566           6.7%    
-----------------------------------------------------------------------------------------------------------------------------------
<FN>                                                                                                                               

<F*> Less than one percent                                                                                                         

<F1> Unless otherwise noted, each person has sole voting and investment                                                            
power with respect to all shares listed opposite such person's name.                                                               
Shares issuable upon exercise of a person's exercisable stock options                                                              
are deemed to be outstanding for purposes of calculating such person's                                                             
percentage ownership.                                                                                                              

<F2> The shares of offered stock were acquired by the selling                                                                      
shareholders in a private offering completed in late 1996 and early                                                                
1997.  General American financed the acquisition of these shares by                                                                
making unsecured demand loans to the selling shareholders. The shares                                                              
may be offered from time to time by the selling shareholders.  However,                                                            
the selling shareholders are not obligated to sell all or any portion of                                                           
their shares, nor are they obligated to sell any of their shares                                                                   
immediately pursuant to this prospectus.  Because the selling                                                                      
shareholders may sell all or some of their shares, no estimate can be                                                              
given as to the amount of common stock actually to be offered for sale                                                             
by a selling shareholder or as to the amount of common stock that will                                                             
be held by a selling shareholder upon the termination of this offering.                                                            

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<F3> Includes 187,565 shares of common stock subject to stock options                                                              
that are exercisable within 60 days and 2,656 shares of restricted stock                                                           
that are subject to forfeiture in accordance with the terms of the                                                                 
specific grant (as to which Mr. Rubenstein has no investment power), and                                                           
500 shares that are owned by Mr. Rubenstein's child (as to which Mr.                                                               
Rubenstein shares voting and investment power and disclaims beneficial                                                             
ownership).                                                                                                                        

<F4> Includes 98,402 shares of common stock subject to stock options                                                               
that are exercisable within 60 days and 3,242 shares of restricted stock                                                           
that are subject to forfeiture in accordance with the terms of the                                                                 
specific grant (as to which the individual has no investment power).                                                               

<F5> Includes 15,668 shares of common stock subject to stock options                                                               
that are exercisable within 60 days and 1,719 shares of restricted stock                                                           
that are subject to forfeiture in accordance with the terms of the                                                                 
specific grant (as to which the individual has no investment power).                                                               

<F6> Includes 21,334 shares of common stock subject to stock options                                                               
that are exercisable within 60 days and 2,031 shares of restricted stock                                                           
that are subject to forfeiture in accordance with the terms of the                                                                 
specific grant (as to which the individual has no investment power).                                                               

<F7> Includes 11,667 shares of common stock subject to stock options                                                               
that are exercisable within 60 days and 1,875 shares of restricted stock                                                           
that are subject to forfeiture in accordance with the terms of the                                                                 
specific grant (as to which the individual has no investment power).                                                               

<F8> Includes 3,000 shares of common stock subject to stock options that                                                           
are exercisable within 60 days.                                                                                                    

<F9> Includes 9,002 shares of common stock subject to stock options that                                                           
are exercisable within 60 days and 2,031 shares of restricted stock that                                                           
are subject to forfeiture in accordance with the terms of the specific                                                             
grant (as to which the individual has no investment power).                                                                        

<F10> Includes 50,434 shares of common stock subject to stock options                                                              
that are exercisable within 60 days and 1,250 shares of restricted stock                                                           
that are subject to forfeiture in accordance with the terms of the                                                                 
specific grant (as to which the individual has no investment power).                                                               

<F11> Includes 11,334 shares of common stock subject to stock options                                                              
that are exercisable within 60 days.                                                                                               

<F12> Includes 2,334 shares of common stock subject to stock options                                                               
that are exercisable within 60 days and 938 shares of restricted stock                                                             
that are subject to forfeiture in accordance with the terms of the                                                                 
specific grant (as to which the individual has no investment power).                                                               

<F13> Includes 21,334 shares of common stock subject to stock options                                                              
that are exercisable within 60 days and 2,031 shares of restricted stock                                                           
that are subject to forfeiture in accordance with the terms of the                                                                 
specific grant (as to which the individual has no investment power).                                                               

<F14> Includes 23,493 shares of common stock subject to stock options                                                              
that are exercisable within 60 days and 9,375 shares of restricted stock                                                           
that are subject to forfeiture in accordance with the terms of the                                                                 
specific grant (as to which the individual has no investment power).                                                               

<F15> Includes 11,167 shares of common stock subject to stock options                                                              
that are exercisable within 60 days.                                                                                               

<F16> Includes 101,067 shares of common stock subject to stock options                                                             
that are exercisable within 60 days and 1,875 shares of restricted stock                                                           
that are subject to forfeiture in accordance with the terms of the                                                                 
specific grant (as to which the individual has no investment power).                                                               

<F17> Includes 16,334 shares of common stock subject to stock options                                                              
that are exercisable within 60 days and 1,250 shares of restricted stock                                                           
that are subject to forfeiture in accordance with the terms of the                                                                 
specific grant (as to which the individual has no investment power).                                                               

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<F18> Includes 10,503 shares of common stock subject to stock options                                                              
that are exercisable within 60 days and 15,625 shares of restricted                                                                
stock that are subject to forfeiture in accordance with the terms of the                                                           
specific grant (as to which the individual has no investment power).                                                               

<F19> Includes 3,667 shares of common stock subject to stock options                                                               
that are exercisable within 60 days and 1,250 shares of restricted stock                                                           
that are subject to forfeiture in accordance with the terms of the                                                                 
specific grant (as to which the individual has no investment power).                                                               

<F20> Includes 5,668 shares of common stock subject to stock options                                                               
that are exercisable within 60 days and 1,406 shares of restricted stock                                                           
that are subject to forfeiture in accordance with the terms of the                                                                 
specific grant (as to which the individual has no investment power).                                                               

<F21> Includes 64,155 shares of common stock subject to stock options                                                              
that are exercisable within 60 days and 1,875 shares of restricted stock                                                           
that are subject to forfeiture in accordance with the terms of the                                                                 
specific grant (as to which the individual has no investment power).                                                               

<F22> Includes 9,002 shares of common stock subject to stock options                                                               
that are exercisable within 60 days and 1,797 shares of restricted stock                                                           
that are subject to forfeiture in accordance with the terms of the                                                                 
specific grant (as to which the individual has no investment power).                                                               

<F23> Includes 21,334 shares of common stock subject to stock options                                                              
that are exercisable within 60 days and 2,031 shares of restricted stock                                                           
that are subject to forfeiture in accordance with the terms of the                                                                 
specific grant (as to which the individual has no investment power).                                                               

<F24> Includes 101,067 shares of common stock subject to stock options                                                             
that are exercisable within 60 days.                                                                                               

<F25> Includes 2,667 shares of common stock subject to stock options                                                               
that are exercisable within 60 days and 938 shares of restricted stock                                                             
that are subject to forfeiture in accordance with the terms of the                                                                 
specific grant (as to which the individual has no investment power).                                                               

<F26> Includes 6,334 shares of common stock subject to stock options                                                               
that are exercisable within 60 days and 938 shares of restricted stock                                                             
that are subject to forfeiture in accordance with the terms of the                                                                 
specific grant (as to which the individual has no investment power).                                                               

<F27> Ms. Brinkman terminated employment with us in July 1998.  Mr.                                                                
Brodie became Chief Technology Officer of GenAmerica Corporation (which                                                            
owns 100% of the outstanding shares of General American Life Insurance                                                             
Company) in October 1997.  Ms. Tanaka became Senior Vice President of                                                              
Cova Financial Services Life Insurance Company (an affiliate of General                                                            
American) in June 1998.                                                                                                            

PLAN OF DISTRIBUTION            

We are registering the common shares covered by this prospectus           
for the selling shareholders.  As used in this prospectus, "selling             
shareholders" includes any pledgees, donees, transferees or other               
successors in interest who may later hold the selling shareholders'             
interest (including A.G. Edwards & Sons, Inc. to the extent that shares         
may be sold from a margin account, as described below).  To the extent          
required, we will identify any additional selling shareholders in a             
supplement to this prospectus.  We currently expect to keep this                
prospectus effective for at least one year.                                     

As described in the table under "Selling Shareholders" above, some        
of the selling shareholders may pledge their shares offered through this        
prospectus as collateral in loan transactions pursuant to loan and              
margin agreements with A.G. Edwards & Sons, Inc.  These loan and margin         
agreements would include maintenance of collateral value covenants.  The        
covenants would require that, in the event that the value of the pledged        
shares declines below an                                                        

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agreed upon percentage of the related loan, the selling shareholder             
would be obligated to pledge cash or other additional collateral of a           
type acceptable to A.G. Edwards & Sons, Inc. in an amount that results          
in the aggregate value of the pledged shares and other collateral               
exceeding an agreed upon percentage of the loan.  Upon default by the           
selling shareholder under the loan or pledge agreements, including              
without limitation any failure of the selling shareholder to provide            
satisfactory additional collateral, A.G. Edwards & Sons, Inc. would have        
the right to sell the pledged shares under this prospectus and apply the        
proceeds to the repayment of the loans.  A pledgee, including A.G.              
Edwards & Sons, Inc. and/or its affiliates, exercising its right to sell        
shares pledged to it by the selling shareholder will have the same              
rights as the selling shareholder to offer and sell such shares under           
this prospectus.                                                                

The selling shareholders will act independently of us in making           
decisions with respect to the timing, manner and size of each sale.  The        
selling shareholders may sell the common shares in the over-the-counter         
market or otherwise, at market prices prevailing at the time of sale, at        
prices related to the prevailing market prices, or at negotiated prices.        

In addition, the selling shareholders may sell some or all of             
their common shares through:                                                    

*    a block trade in which a broker-dealer may resell a portion          
of the block, as principal, in order to facilitate the          
transaction;                                                    

*    purchases by a broker-dealer, as principal, and resale by            
the broker-dealers for its account; or                          

*    ordinary brokerage transactions and transactions in which a          
broker solicits purchasers.                                     

When selling the common shares, the selling shareholders may enter        
into hedging transactions.  For example, the selling shareholders may:          

*    enter into transactions involving short sales of the common          
shares by broker-dealers;                                       

*    sell common shares short themselves and redeliver such               
shares to close out their short positions;                      

*    enter into option or other types of transactions that                
require the selling shareholder to deliver common shares to     
a broker-dealer, who will then resell or transfer the common    
shares under this prospectus; or                                

*    loan or pledge the common shares to a broker-dealer, who may         
sell the loaned shares or, in the event of default, sell the    
pledged shares.                                                 

The selling shareholders may negotiate and pay broker-dealers             
commissions, discounts or concessions for their services.  Broker-              
dealers engaged by the selling shareholders may allow other broker-             
dealers to participate in resales.  However, the selling shareholders           
and any broker-dealers involved in the sale or resale of the common             
shares may qualify as "underwriters" within the meaning of the                  
Securities Act of 1933.  In addition, the broker-dealers' commissions,          
discounts or concession may qualify as underwriters' compensation under         
the Securities Act of 1933.  If the selling shareholders or any broker-         
dealers qualify as "underwriters," they will be subject to the                  
prospectus delivery requirements of the Securities Act of 1933.                 

In addition to selling their common shares under this prospectus,         
the selling shareholders may:                                                   

*    agree to indemnify any broker-dealer or agent against                
certain liabilities related to the selling of the common        
shares, including liabilities arising under the Securities      
Act of 1933;                                                    

*    transfer their common shares in other ways not involving             
market makers or established trading markets, including         
directly by gift, distribution, or other transfer; or           

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*    sell their common shares under Rule 144 of the Securities            
Act of 1933 rather than under this prospectus, if the           
transaction meets the requirements of Rule 144.                 

When a particular offering is made, if required, we will                  
distribute to you a prospectus supplement.  This supplement will set            
forth the names of the selling shareholders, the aggregate amount and           
type of shares being offered, the number of such shares owned before and        
after the completion of any such offering, and, to the extent required,         
the terms of the offering, including the name or names of any                   
underwriters, broker-dealers or agents, any discounts, commissions and          
other terms constituting compensation from the selling shareholders and         
any discounts, commissions or concessions allowed or reallowed or paid          
to broker-dealers.                                                              

All expenses of the registration of the shares will be paid by us,        
including, without limitation, SEC filing fees and expenses of                  
compliance; however, the selling shareholders will pay any sales                
commissions or underwriting discounts and fees and expenses of their            
counsel incurred in connection with the sale of shares through this             
prospectus.                                                                     

From time to time in the past, in the ordinary course of business,        
A.G. Edwards & Sons, Inc. or its affiliates have provided investment            
banking and financial advisory services to us, for which they have              
received customary compensation.  A.G. Edwards & Sons, Inc. or its              
affiliates may continue to provide similar services in the future, for          
which they would expect to receive customary compensation.                      

LEGAL MATTERS             

The validity of the common shares offered by this prospectus will         
be passed upon by, Matthew P. McCauley, Esq., our Secretary and General         
Counsel.  Mr. McCauley is also Vice President, Associate General Counsel        
and Assistant Secretary of General American.                                    

ACCOUNTING EXPERTS            

KPMG LLP, our independent auditors, audited our financial                 
statements included in our 1998 Annual Report on Form 10-K.  We have            
incorporated these financial statements by reference in this prospectus         
and in the registration statement in reliance upon KPMG LLP's report            
given on their authority as experts in accounting and auditing.                 

WHERE YOU CAN FIND MORE INFORMATION             

We are subject to the informational requirements of the Securities        
Exchange Act of 1934, as amended. As a result, we file annual, quarterly        
and special reports, proxy statements and other information with the            
SEC.  Because our shares are traded on The Nasdaq National Market under         
the symbol "CNNG," those materials can also be inspected and copied at          
the offices of that organization.  Here are ways you can reach and              
obtain copies of this information:                                              

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                                                        [Enlarge/Download Table]
-----------------------------------------------------------------------------------------------------------------

                  WHAT IS AVAILABLE                                      WHERE TO GET IT                         
-----------------------------------------------------------------------------------------------------------------
                                                                                                                 
             Paper copies of information                    SEC's Public Reference Room                          
                                                            Judiciary Plaza Building                             
                                                            450 Fifth Street, N.W., Room 1024                    
                                                            Washington, D.C. 20549                               

                                                            SEC's Midwest Regional Office                        
                                                            Citicorp Center                                      
                                                            500 West Madison Street, Suite 1400                  
                                                            Chicago, Illinois 60661                              

                                                            The Nasdaq Stock Market, Inc.                        
                                                            1735 K Street, N.W.                                  
                                                            Washington, D.C. 20006                               
-----------------------------------------------------------------------------------------------------------------
         On-line information, free of charge                SEC's Internet website at http://www.sec.gov         
-----------------------------------------------------------------------------------------------------------------
  Information about the SEC's Public Reference Rooms        Call the SEC at 1-800-SEC-0330                       
-----------------------------------------------------------------------------------------------------------------

This prospectus is part of a registration statement we filed with         
the Securities and Exchange Commission.  You can get a copy of the              
registration statement from the sources listed above.                           

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE             

The SEC allows us to "incorporate by reference" the information we        
file with them, which means that we can disclose important information          
to you by referring you to those documents.  The information                    
incorporated by reference is considered to be part of this prospectus,          
and information that we file later with the SEC will automatically              
update and supersede previously filed information, including information        
contained in this document.                                                     

We incorporate by reference the documents listed below and any            
future filings we will make with the SEC under File No. 000-23183               
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities                
Exchange Act of 1934 until this offering has been completed:                    

*    Our Annual Report on Form 10-K for the year ended December           
31, 1998;                                                       

*    Our Quarterly Report on Form 10-Q for the quarter ended              
March 31, 1999;                                                 

*    Our Current Report on Form 8-K dated March 25, 1999 (filed           
April 5, 1999); and                                             

*    The description of our common stock, which is contained in           
our registration statement filed on Form 8-A, dated October     
7, 1997, as amended on Form 8-A/A on November 6, 1997.          

You may request free copies of these filings by writing or                
telephoning us at the following address:                                        

Investor Relations Department                     
Conning Corporation                     
700 Market Street                     
St. Louis, Missouri 63101                     
(314) 444-0715                    

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PART II             

INFORMATION NOT REQUIRED IN PROSPECTUS              

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.                          

The expenses (other than underwriting discounts and sales                 
commissions) relating to the registration of common shares will be borne        
by us.  These expenses are estimated to be as follows<F*>:                      

    SEC Registration Fee                           $ 1,800
    Accountants' Fees                                1,500
    Legal Fees                                      10,000
    Miscellaneous                                    1,700
                                                   -------
    Total                                          $15,000
                                                   =======

[FN]                                                                            
<F*> The selling shareholders will pay any sales commissions or           
underwriting discounts and fees and expenses of their counsel incurred          
in connection with the sale of shares registered hereunder.                     

ITEM 15.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.                           

Section 351.355(1) of the Revised Statutes of Missouri provides           
that a corporation may indemnify a director, officer, employee or agent         
of the corporation in any action, suit or proceeding other than an              
action by or in the right of the corporation, against expenses                  
(including attorney's fees), judgments, fines and settlement amounts            
actually and reasonably incurred by him in connection with such action,         
suit or proceeding if he acted in good faith and in a manner he                 
reasonably believed to be in or not opposed to the best interests of the        
corporation and, with respect to any criminal action, had no reasonable         
cause to believe his conduct was unlawful. Section 351.355(2)provides           
that the corporation may indemnify any such person in any action or suit        
by or in the right of the corporation against expenses (including               
attorneys' fees) and settlement amounts actually and reasonably incurred        
by him in connection with the defense or settlement of the action or            
suit if he acted in good faith and in a manner he reasonably believed to        
be in or not opposed to the best interests of the corporation, except           
that he may not be indemnified in respect of any matter in which he has         
been adjudged liable for negligence or misconduct in the performance of         
his duty to the corporation, unless authorized by the court. Section            
351.355(3) provides that a corporation shall indemnify any such person          
against expenses (including attorney's fees) actually and reasonably            
incurred by him in connection with the action, suit or proceeding if he         
has been successful in defense of such action, suit or proceeding and if        
such action, suit or proceeding is one for which the corporation may            
indemnify him under Section 351.355(1) or (2). Section 351.355(7)               
provides that a corporation shall have the power to give any further            
indemnity to any such person, in addition to the indemnity otherwise            
authorized under Section 351.355, provided such further indemnity is            
either (i) authorized, directed or provided for in the articles of              
incorporation of the corporation or any duly adopted amendment thereof          
or (ii) is authorized, directed or provided for in any by-law or                
agreement of the corporation which has been adopted by a vote of the            
shareholders of the corporation, provided that no such indemnity shall          
indemnify any person from or on account of such person's conduct which          
was finally adjudged to have been knowingly fraudulent, deliberately            
dishonest or willful misconduct.                                                

Our Restated Articles of Incorporation, as amended (see reference         
at Exhibit 3.1), contain provisions indemnifying our directors and              
officers to the extent authorized specifically by Sections 351.355.             

Our directors or officers who are directors or officers of General        
American Life Insurance Company may also be entitled to indemnification         
under the provisions of General American Life Insurance Company's               
Articles of Incorporation, which provide indemnification to them since          
they serve, at General American Life Insurance Company's request, as our        
directors or officers. Such individuals are also covered by General             
American Life Insurance Company's director's and officer's liability            
insurance policy.                                                               

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General American Mutual Holding Company maintains a policy of             
insurance under which our directors and officers are insured, subject to        
the limits of the policy, against certain losses, as defined in the             
policy, arising from claims made against such directors and officers by         
reason of any wrongful acts, as defined in the policy, in their                 
respective capacities as our directors or officers.                             

ITEM 16.  EXHIBITS.                                                             

See Exhibit Index.                                                        

ITEM 17.  UNDERTAKINGS.                                                         

The undersigned registrant hereby undertakes:                             

(1)  To file, during any period in which offers or sales are being        
made, a post-effective amendment to this registration statement:                

(i)   To include any prospectus required by section 10(a)(3)    
of the Securities Act of 1933;                                            

(ii)  To reflect in the prospectus any facts or events          
arising after the effective date of this registration statement           
(or the most recent post effective amendment thereof) which,              
individually or in the aggregate, represent a fundamental change          
in the information set forth in this registration statement.              
Notwithstanding the foregoing, any increase or decrease in volume         
of securities offered (if the total dollar value of securities            
offered would not exceed that which was registered) and any               
deviation from the low or high end of the estimated maximum               
offering range may be reflected in the form of prospectus filed           
with the SEC pursuant to Rule 424(b) if, in the aggregate, the            
changes in volume and price represent no more than a 20% change in        
the maximum aggregate offering price set forth in the "Calculation        
of Registration Fee" table in the effective registration                  
statement;                                                                

(iii) To include any material information with respect to       
the plan of distribution not previously disclosed in this                 
registration statement or any material change to such information         
in this registration statement;                                           

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if           
the information required to be included in a post-effective amendment by        
those paragraphs is contained in periodic reports filed by the                  
registrant pursuant to Section 13 or Section 15(d) of the Securities            
Exchange Act of 1934 that are incorporated by reference in this                 
registration statement.                                                         

(2)  That, for the purpose of determining any liability under the         
Securities Act of 1933, each such post-effective amendment shall be             
deemed to be a view registration statement relating to the securities           
offered therein, and the offering of such securities at that time shall         
be deemed to be the initial bona fide offering thereof.                         

(3)  To remove from registration by means of a post-effective             
amendment any of the securities being registered which remain unsold at         
the termination of the offering.                                                

(4)  For purposes of determining any liability under the                  
Securities Act of 1933, each filing of the registrant's annual report           
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange           
Act of 1934(and, where applicable, each filing of an employee benefit           
plan's annual report pursuant to Section 15(d) of the Securities                
Exchange Act of 1934) that is incorporated by reference in the                  
registration statement shall be deemed to be a new registration                 
statement relating to the securities offered therein, and the offering          
of such securities at that time shall be deemed to be the initial bona          
fide offering thereof.                                                          

(5)  Insofar as indemnification for liabilities arising under the         
Securities Act of 1933 may be permitted to directors, officers and              
controlling persons of the registrant pursuant to the foregoing                 
provisions, or otherwise, we have been advised that in the opinion of           
the SEC that such indemnification is against public policy as expressed         
in                                                                              

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the Securities Act of 1933 and is, therefore, unenforceable.  In the            
event that a claim for indemnification against such liabilities (other          
than the payment by the registrant of expenses incurred or paid by a            
director, officer or controlling person of the registrant in the                
successful defense of any action, suit or proceeding) is asserted by            
such director, officer or controlling person in connection with the             
securities being registered the registrant will, unless in the opinion          
of its counsel the matter has been settled by controlling precedent,            
submit to a court of appropriate jurisdiction the question whether such         
indemnification by it is against public policy as expressed in the              
Securities Act of 1933 and will be governed by the final adjudication of        
such issue.                                                                     

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SIGNATURES            

Pursuant to the requirements of the Securities Act of 1933, the                 
registrant certifies that it has reasonable grounds to believe that it          
meets all of the requirements for filing on Form S-3 and has duly caused        
this registration statement to be signed on its behalf by the                   
undersigned, thereunto duly authorized, in the City of St. Louis, State         
of Missouri on June 11, 1999.                                                   

CONNING CORPORATION                     

/s/ Leonard M. Rubenstein               
            ----------------------------------------------------
Leonard M. Rubenstein                   
       Chairman, President and Chief Executive Officer

POWER OF ATTORNEY             

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose            
signature appears below hereby constitutes and appoints Leonard M.              
Rubenstein and Fred M. Schpero, and each of them, his or her true and           
lawful attorneys-in-fact and agents, with full power of substitution and        
resubstitution, for him or her and in his or her name, place and stead,         
and in any and all capacities to sign any and all amendments (including         
post-effective amendments) to this registration statement and all               
amendments and supplements to any prospectus relating thereto and any           
other documents and instruments incidental thereto, and any registration        
statement filed pursuant to Rule 462 under the Securities Act of 1933,          
as amended, and to file the same with the Securities and Exchange               
Commission, granting unto said attorneys-in-fact and agents, and each of        
them, full power and authority to do and perform each and every act and         
thing requisite or necessary or advisable to be done in and about the           
premises, as fully to all intents and purposes as he or she might or            
could do in person, hereby ratifying and confirming that each said              
attorneys-in-fact and agents and/or any of them, or his substitute or           
substitutes, may lawfully do or cause to be done by virtue hereof.              

Pursuant to the requirements of the Securities Act of 1933, this      
registration statement has been signed by the following persons in the          
capacities and on the dates indicated.                                          

                                                                [Download Table]

                                                                      Dated     
                                                                                
/s/ Leonard M. Rubenstein  Chairman, President, Chief Executive    June 11, 1999
-------------------------  Officer, Director (Principal Executive               
Leonard M. Rubenstein      Officer)                                             

/s/ Fred M. Schpero        Senior Vice President; Chief Financial  June 11, 1999
-------------------------  Officer (Principal Financial and                     
Fred M. Schpero            Accounting Officer)                                  

/s/ Richard A. Liddy       Director                                June 11, 1999
-------------------------                                                       
Richard A. Liddy                                                                

/s/ John A. Fibiger        Director                                June 11, 1999
-------------------------                                                       
John A. Fibiger                                                                 

/s/ Arthur C. Reeds, III   Director                                June 11, 1999
-------------------------                                                       
Arthur C. Reeds, III                                                            

/s/ John C. Shaw           Director                                June 11, 1999
-------------------------                                                       
John C. Shaw                                                                    

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 INDEX TO EXHIBITS

EXHIBIT NO.                       DESCRIPTION                                   
-----------                       -----------                                   

3.1            Restated Articles of Incorporation of Conning, as amended        
(incorporated by reference to Exhibit No. 3.1 to  
     Conning's Annual Report on Form 10-K (File No. 0-23183)
for the fiscal year ended December 31, 1997).     

3.2            Bylaws of Conning (incorporated by reference to Exhibit          
No. 3.3 to Registration Statement on Form S-1 (No.
333-35993) filed September 19, 1997).             

4.1            See Exhibit 3.1.                                                 

4.2            See Exhibit 3.2.                                                 

5.1            Opinion of Counsel re: legality                                  

23.1           Consent of KPMG LLP as Independent Auditors                      

23.2           Consent of Counsel (included in Exhibit 5.1)                     

24.1           Power of Attorney (included in signature page)                   

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3’ Filing		Date		First		Last			Other Filings
		12/31/99		11					10-K405,  13F-HR
Filed on:		6/11/99		1		23
		6/10/99		2
		6/9/99		1
		6/1/99		11		13
		4/5/99		19					8-K
		3/31/99		4		19			10-Q,  13F-HR
		3/25/99		19					8-K
		12/31/98		19					10-K405,  8-K
		12/31/97		24					10-K405
		11/6/97		19					8-A12G/A,  S-1/A
		10/7/97		19
		9/19/97		24					S-1
									List all Filings