SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

               Date of Report (Date of earliest event reported):
                                October 15, 1998

                                ---------------

                              Conning Corporation
             (Exact name of registrant as specified in its charter)

                                    Missouri
                 (State or other jurisdiction of incorporation)


           0-23183                                     43-1719355
  (Commission File Number)                (I.R.S. Employer Identification No.)



                  700 Market Street, St. Louis, Missouri, 63101
               (Address of principal executive offices) (zip code)


                                 (314) 444-0498
              (Registrant's telephone number, including area code)



          (Former name or former address, if changed since last report)







ITEM 5.   OTHER EVENTS.

     On October 15, 1998, the Registrant entered into a Stock Purchase Agreement
by and among Registrant, Noddings & Associates, Inc., Noddings Investment Group,
Inc.,  John G. Noddings,  Thomas C. Noddings and Edna F. Noddings (the "Purchase
Agreement"),  pursuant to which the  Registrant  agreed to  purchase  all of the
issued and  outstanding  shares of capital stock of Noddings & Associates,  Inc.
and  Noddings  Investment  Group,  Inc.,  which are  engaged in the  business of
managing convertible  securities portfolios and providing convertible investment
strategies to institutional and high net worth individual clients.  The purchase
price will consist of  approximately  $4,500,000 in cash (including  acquisition
expenses),  and may include additional contingent consideration in the amount of
up to approximately $27,000,000 in cash payable over the three year period after
the closing, based on meeting certain financial growth targets. The consummation
of the transaction is subject to certain  customary  conditions set forth in the
Purchase Agreement.  A copy of the press release announcing the execution of the
Purchase Agreement is attached hereto as Exhibit 99.1.


          (a)  Exhibits.

               99.1  Press Release  dated  October  15,  1998,   announcing  the
                     execution of the Stock Purchase Agreement.





                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


Date:    October 16, 1998                  CONNING CORPORATION



                                           By:  /s/ Fred M. Schpero
                                                Name:  Fred M. Schpero
                                                Title:  Chief Financial Officer