SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

VIE RICHARD CARL

(Last)

(First)

(Middle)

ONE EAST WACKER DRIVE

(Street)

CHICAGO

60601

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UNITRIN INC [ UTR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman of the Board and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/24/2004		M		2,886	A	$35.8294	370,846	D
Common Stock	02/24/2004		M		2,824	A	$36.5273	373,670	D
Common Stock	02/24/2004		M		14,829	A	$37.0508	388,499	D
Common Stock	02/24/2004		S		400	D	$43	388,099	D
Common Stock	02/24/2004		S		100	D	$43.01	387,999	D
Common Stock	02/24/2004		S		300	D	$43.09	387,699	D
Common Stock	02/24/2004		S		400	D	$43.14	387,299	D
Common Stock	02/24/2004		S		1,200	D	$43.15	386,099	D
Common Stock	02/24/2004		S		100	D	$43.16	385,999	D
Common Stock	02/24/2004		S		300	D	$43.17	385,699	D
Common Stock	02/24/2004		S		800	D	$43.18	384,899	D
Common Stock	02/24/2004		S		1,400	D	$43.19	383,499	D
Common Stock	02/24/2004		S		1,500	D	$43.2	381,999	D
Common Stock	02/24/2004		S		400	D	$43.21	381,599	D
Common Stock	02/24/2004		S		600	D	$43.22	380,999	D
Common Stock	02/24/2004		S		300	D	$43.23	380,699	D
Common Stock	02/24/2004		S		700	D	$43.24	379,999	D
Common Stock	02/24/2004		S		600	D	$43.25	379,399	D
Common Stock	02/24/2004		S		800	D	$43.26	378,599	D
Common Stock	02/24/2004		S		200	D	$43.27	378,399	D
Common Stock	02/24/2004		S		500	D	$43.28	377,899	D
Common Stock	02/24/2004		S		1,100	D	$43.29	376,799	D
Common Stock	02/24/2004		S		600	D	$43.3	376,199	D
Common Stock	02/24/2004		S		300	D	$43.31	375,899	D
Common Stock	02/24/2004		S		1,000	D	$43.32	374,899	D
Common Stock	02/24/2004		S		900	D	$43.36	373,999	D
Common Stock	02/24/2004		S		400	D	$43.37	373,599	D
Common Stock	02/24/2004		S		400	D	$43.38	373,199	D
Common Stock	02/24/2004		S		100	D	$43.39	373,099	D
Common Stock	02/24/2004		S		100	D	$43.42	372,999⁽¹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Options⁽²⁾	$35.8294	02/24/2004		M			2,886	09/24/2000	05/04/2004	Common Stock	2,886	$0	0⁽³⁾	D
Employee Stock Options⁽²⁾	$36.5273	02/24/2004		M			2,824	11/21/2001	05/04/2004	Common Stock	2,824	$0	0⁽³⁾	D
Employee Stock Options⁽²⁾	$37.0508	02/24/2004		M			14,829	12/25/1999	05/05/2004	Common Stock	14,829	$0	19,551⁽³⁾	D

Explanation of Responses:

1. In addition, 15,834 shares are held by a trust, the trustee of which is reporting person's wife. The reporting person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

2. Rights to buy.

3. Reporting person holds a total of 1,495,994 options under the Unitrin, Inc. 1990, 1997 and 2002 Stock Option Plans.

Remarks:

	Richard C. Vie	02/26/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.