10-Q

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


                                   FORM 10-Q


(Mark One)

[X]  QUARTERLY REPORT UNDER SECTION 13 AND 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

For the quarterly period ended June 30, 2004

                                       OR

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

For the transition period from                  to                     


Commission File No. 0-16867

                            UNITED TRUST GROUP, INC.
             (Exact name of registrant as specified in its charter)

ILLINOIS                                                              37-1172848
(State or other jurisdiction of                                 (I.R.S. Employer
 incorporation or organization)                              Identification No.)


                            5250 SOUTH SIXTH STREET
                                 P.O. BOX 5147
                             SPRINGFIELD, IL 62705
              (Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code: (217) 241-6300



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]


The number of shares outstanding of the registrant's common stock as of July 30,
2004, was 3,998,025.






                   UNITED TRUST GROUP, INC. AND SUBSIDIARIES
                                (The "Company")



                               TABLE OF CONTENTS

Part 1.   Financial Information................................................3


   Item 1.  Financial Statements...............................................3

     Consolidated Balance Sheets as of June 30, 2004 and December 31, 2003.....3
     Consolidated Statements of Operations for the three and six months
       ended June 30, 2004 and 2003............................................4
     Consolidated Statement of Changes in Shareholders' Equity for the
       six months ended June 30, 2004..........................................5
     Consolidated Statements of Cash Flows for the six months ended
       June 30, 2004 and 2003..................................................6
     Notes to Consolidated Financial Statements................................7
   ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
            AND RESULTS OF OPERATIONS.........................................12

   ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK........16

   ITEM 4.  CONTROLS AND PROCEDURES...........................................17

PART II.   OTHER INFORMATION..................................................18


   ITEM 1.  LEGAL PROCEEDINGS.................................................18

   ITEM 2.  CHANGE IN SECURITIES and Use of Proceeds..........................18

   ITEM 3.  DEFAULTS UPON SENIOR SECURITIES...................................18

   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...............18

   ITEM 5.  OTHER INFORMATION.................................................18

   ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K..................................18


SIGNATURES....................................................................19

EXHIBIT INDEX, followed by exhibits...........................................21








                          PART 1. FINANCIAL INFORMATION
                          Item 1. Financial Statements

                            UNITED TRUST GROUP, INC.
                                AND SUBSIDIARIES

                     Consolidated Balance Sheets (Unaudited)
- -----------------------------------------------------------------------------------------------------------------------------

                                                                                       June 30,             December 31,
        ASSETS                                                                           2004                  2003*
                                                                                   ------------------    -------------------

Investments:
    Fixed maturities at amortized cost
      (market $17,614,527 and $27,440,277)                                      $         17,371,671  $          26,724,507
    Investments held for sale:
      Fixed maturities, at market (cost $139,847,687 and $139,248,547)                   139,554,490            139,390,382
      Equity securities, at market (cost $15,242,497 and $7,209,443)                      19,196,711              9,362,165
    Mortgage loans on real estate at amortized cost                                       21,179,783             26,715,968
    Investment real estate, at cost, net of accumulated depreciation                      28,011,398             24,725,824
    Policy loans                                                                          13,002,731             13,226,399
    Short-term investments                                                                    36,106                 34,677
                                                                                   ------------------    -------------------
                                                                                         238,352,890            240,179,922

Cash and cash equivalents                                                                 12,299,171              8,749,727
Securities of affiliate                                                                    4,000,000              4,000,000
Accrued investment income                                                                  1,703,744              1,961,552
Reinsurance receivables:
    Future policy benefits                                                                32,629,475             32,789,725
    Policy claims and other benefits                                                       4,049,134              4,120,299
Cost of insurance acquired                                                                13,682,249             14,616,667
Deferred policy acquisition costs                                                          1,981,953              2,122,643
Property and equipment, net of accumulated depreciation                                    2,304,664              2,450,109
Income taxes receivable, current                                                             115,835                212,197
Other assets                                                                                 287,766                354,292
                                                                                   ------------------    -------------------
          Total assets                                                          $        311,406,881  $         311,557,133
                                                                                   ==================    ===================

            LIABILITIES AND SHAREHOLDERS' EQUITY

Policy liabilities and accruals:
Future policy benefits                                                          $        236,363,466  $         236,192,132
Policy claims and benefits payable                                                         2,048,692              2,541,735
Other policyholder funds                                                                   1,356,181              1,038,063
Dividend and endowment accumulations                                                      12,618,329             12,626,515
Deferred income taxes                                                                      6,533,619              6,763,648
Notes payable                                                                              2,275,000              2,289,776
Other liabilities                                                                          4,693,844              5,557,215
                                                                                   ------------------    -------------------
          Total liabilities                                                              265,889,131            267,009,084
                                                                                   ------------------    -------------------
Minority interests in consolidated subsidiaries                                            5,807,323              4,851,410
                                                                                   ------------------    -------------------

Shareholders' equity:
Common stock - no par value, stated value $.02 per share
Authorized 7,000,000 shares - 3,993,131 and 4,004,666 shares issued
    after deducting treasury shares of 185,671 and 174,136                                    79,783                 80,008
Additional paid-in capital                                                                42,605,356             42,672,189
Retained earnings                                                                         (5,429,309)            (4,621,955)
Accumulated other comprehensive income                                                     2,454,597              1,566,397
                                                                                   ------------------    -------------------
          Total shareholders' equity                                                      39,710,427             39,696,639
                                                                                   ------------------    -------------------
          Total liabilities and shareholders' equity                            $        311,406,881  $         311,557,133
                                                                                   ==================    ===================

* Balance sheet audited at December 31, 2003.
                             See accompanying notes


                            UNITED TRUST GROUP, INC.
                                AND SUBSIDIARIES

                Consolidated Statements of Operations (Unaudited)
- -----------------------------------------------------------------------------------------------------------------------------------

                                                                  Three Months Ended                Six Months Ended
                                                              June 30,        June 30,         June 30,        June 30,
                                                              2004            2003             2004            2003
                                                          --------------  ---------------  --------------  ---------------
Revenues:

    Premiums and policy fees                            $     4,513,150 $      4,802,915 $     9,134,108 $      9,370,192
    Reinsurance premiums and policy fees                       (841,483)        (709,676)     (1,588,296)      (1,393,950)
    Net investment income                                     2,734,854        2,898,159       4,565,931        5,648,849
    Realized investment gains (losses), net                        (619)         317,877         (92,754)         560,158
    Other income                                                201,301          169,035         421,561          340,816
                                                          --------------  ---------------  --------------  ---------------
                                                              6,607,203        7,478,310      12,440,550       14,526,065

Benefits and other expenses:

    Benefits, claims and settlement expenses:
      Life                                                    5,474,567        5,076,050      10,347,645       10,527,115
      Reinsurance benefits and claims                        (1,091,949)        (679,579)     (1,358,912)      (1,157,223)
      Annuity                                                   288,938          289,162         569,633          566,353
      Dividends to policyholders                                251,736          245,810         536,968          516,118
    Commissions and amortization of deferred
      policy acquisition costs                                   39,322           72,579          64,738          246,232
    Amortization of cost of insurance acquired                  466,550          369,335         934,418          739,821
    Operating expenses                                        1,432,013        3,500,807       2,829,461        4,670,247
    Interest expense                                             24,709           39,962          50,343           81,378
                                                          --------------  ---------------  --------------  ---------------
                                                               6,885,886        8,914,126      13,974,294       16,190,041

Loss before income taxes, minority interest
    and equity in earnings of investees                        (278,683)      (1,435,816)     (1,533,744)      (1,663,976)

Income tax credit                                               489,652          766,324         611,160          500,360
Minority interest in (income) loss of
    consolidated subsidiaries                                  (144,128)               0         115,230                0

                                                          --------------  ---------------  --------------  ---------------
Net income (loss)                                       $        66,841 $       (669,492)$      (807,354)$     (1,163,616)
                                                          ==============  ===============  ==============  ===============

Basic income (loss) per share from continuing
    operations and net income (loss)                    $          0.02 $          (0.17)$         (0.20)$          (0.32)
                                                          ==============  ===============  ==============  ===============

Diluted income (loss) per share from continuing
    operations and net income (loss)                    $          0.02 $          (0.17)$         (0.20)$          (0.32)
                                                          ==============  ===============  ==============  ===============

Basic weighted average shares outstanding                     3,980,811        3,845,046       3,983,358        3,683,019
                                                          ==============  ===============  ==============  ===============

Diluted weighted average shares outstanding                   3,980,811        3,845,046       3,983,358        3,683,019
                                                          ==============  ===============  ==============  ===============

                             See accompanying notes



                             UNITED TRUST GROUP, INC.
                                AND SUBSIDIARIES
            Consolidated Statement of Changes in Shareholders' Equity
               For the six months ended June 30, 2004 (Unaudited)
- ------------------------------------------------------------------------------------------------------------------


Common stock
    Balance, beginning of year                                      $           80,008
    Issued during year                                                               0
    Retired common shares                                                            0
    Purchase treasury shares                                                      (225)
                                                                      -----------------
    Balance, end of period                                                      79,783
                                                                      -----------------

Additional paid-in capital
    Balance, beginning of year                                              42,672,189
    Issued during year                                                               0
    Retired common shares                                                            0
    Purchase treasury shares                                                   (66,833)
                                                                      -----------------
    Balance, end of period                                                  42,605,356
                                                                      -----------------

Retained earnings
    Balance, beginning of year                                              (4,621,955)
    Net loss                                                                  (807,354)      $         (807,354)
                                                                      -----------------        -----------------
    Balance, end of period                                                  (5,429,309)
                                                                      -----------------

Accumulated other comprehensive income
    Balance, beginning of year                                               1,566,397
    Other comprehensive income
      Unrealized holding gain on securities net of
        minority interest and reclassification adjustment                      888,200                  888,200
                                                                      -----------------        -----------------
    Comprehensive income                                                                     $           80,846
                                                                                               =================
    Balance, end of period                                                   2,454,597
                                                                      -----------------

Total shareholders' equity, end of period                           $       39,710,427
                                                                      =================
                             See accompanying notes




                            UNITED TRUST GROUP, INC.
                                AND SUBSIDIARIES

                Consolidated Statements of Cash Flows (Unaudited)
- ---------------------------------------------------------------------------------------------------------------------

                                                                                           Six Months Ended
                                                                                      June 30,           June 30,
                                                                                        2004               2003
                                                                                   ---------------    ---------------
Increase (decrease) in cash and cash equivalents
Cash flows from operating activities:
 Net loss                                                                       $        (807,354) $      (1,163,616)
 Adjustments to reconcile net loss to net cash provided by
  operating activities:
   Amortization/accretion of fixed maturities                                             291,407            514,127
   Realized investment gains (losses), net                                                 92,754           (560,158)
   Policy acquisition costs deferred                                                       (9,000)           (40,000)
   Amortization of deferred policy acquisition costs                                      149,690            274,922
   Amortization of cost of insurance acquired                                             934,418            739,821
   Depreciation                                                                           599,885            305,554
   Minority interest                                                                      955,913                  0
   Change in accrued investment income                                                    257,808            277,619
   Change in reinsurance receivables                                                      231,415             49,734
   Change in policy liabilities and accruals                                              891,705          1,172,031
   Charges for mortality and administration of
    universal life and annuity products                                                (4,703,525)        (4,376,292)
   Interest credited to account balances                                                2,710,746          2,761,079
   Change in income taxes payable                                                        (611,928)          (567,571)
   Change in other assets and liabilities, net                                           (796,845)         1,547,729
                                                                                   ---------------    ---------------
Net cash provided by operating activities                                                 187,089            934,979

Cash flows from investing activities:
 Proceeds from investments sold and matured:
  Fixed maturities held for sale                                                       47,830,852         36,346,064
  Fixed maturities matured                                                             10,627,244         24,922,488
  Mortgage loans                                                                        6,712,921          5,021,255
  Real estate                                                                              87,141            872,903
  Policy loans                                                                          1,434,554          1,257,763
  Short-term                                                                                    0            150,000
                                                                                   ---------------    ---------------
 Total proceeds from investments sold and matured                                      66,692,712         68,570,473
 Cost of investments acquired:
Fixed maturities held for sale                                                        (48,702,180)       (61,147,319)
  Fixed maturities                                                                     (1,387,595)        (4,283,412)
  Equity securities                                                                    (8,033,053)        (6,391,470)
  Mortgage loans                                                                       (1,176,737)        (4,997,051)
  Real estate                                                                          (3,817,178)        (1,184,103)
  Policy loans                                                                         (1,210,886)        (1,158,084)
  Short-term                                                                                 (214)            (2,433)
                                                                                   ---------------    ---------------
 Total cost of investments acquired                                                   (64,327,843)       (79,163,872)
 Purchase of property and equipment                                                        (9,977)          (555,743)
                                                                                   ---------------    ---------------
Net cash provided by (used in) investing activities                                     2,354,892        (11,149,142)

Cash flows from financing activities:
 Policyholder contract deposits                                                         4,735,116          4,939,629
 Policyholder contract withdrawals                                                     (3,645,819)        (3,587,242)
 Proceeds from line of credit                                                           2,275,000                  0
 Retirement of common stock                                                                     0           (258,794)
 Purchase of treasury stock                                                               (67,058)           (95,447)
 Payments of principal on notes payable                                                (2,289,776)          (705,499)
                                                                                   ---------------    ---------------
Net cash provided by financing activities                                               1,007,463            292,647
                                                                                   ---------------    ---------------

Net increase (decrease) in cash and cash equivalents                                    3,549,444         (9,921,516)
Cash and cash equivalents at beginning of period                                        8,749,727         24,050,485
                                                                                   ---------------    ---------------
Cash and cash equivalents at end of period                                      $      12,299,171  $      14,128,969
                                                                                   ===============    ===============
                             See accompanying notes



                   UNITED TRUST GROUP, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements


1.   Basis of Presentation

The accompanying  consolidated financial statements have been prepared by United
Trust Group, Inc. ("UTG") and its consolidated subsidiaries ("Company") pursuant
to the rules and regulations of the Securities and Exchange Commission. Although
the Company  believes  the  disclosures  are  adequate  to make the  information
presented not be misleading,  it is suggested that these consolidated  financial
statements be read in conjunction with the consolidated financial statements and
the notes thereto  presented in the  Company's  Annual Report on Form 10-K filed
with the  Securities  and Exchange  Commission  for the year ended  December 31,
2003.

The  information  furnished  reflects,  in  the  opinion  of  the  Company,  all
adjustments (which include only normal and recurring  accruals)  necessary for a
fair  presentation  of the  results of  operations  for the  periods  presented.
Operating  results  for  interim  periods  are  not  necessarily  indicative  of
operating  results  to be  expected  for  the  year or of the  Company's  future
financial condition.

This document at times will refer to the Registrant's largest  shareholder,  Mr.
Jesse T. Correll and certain  companies  controlled by Mr. Correll.  Mr. Correll
holds  a  majority   ownership  of  First  Southern   Funding  LLC,  a  Kentucky
corporation,  ("FSF") and First Southern  Bancorp,  Inc.  ("FSBI"),  a financial
services  holding  company  that  owns  100% of  First  Southern  National  Bank
("FSNB"),  which  operates  in the  State  of  Kentucky.  Mr.  Correll  is Chief
Executive Officer and Chairman of the Board of Directors of UTG and is currently
UTG's  largest  shareholder  through  his  ownership  control  of FSF,  FSBI and
affiliates.  At  June 30,  2004  Mr.  Correll  owns  or  controls  directly  and
indirectly approximately 66% of UTG's outstanding stock.

At June 30, 2004, consolidated  subsidiaries of United Trust Group, Inc. were as
depicted on the following organizational chart.

2.   INVESTMENTS

As of June 30, 2004 and December 31, 2003, fixed maturities and fixed maturities
held for sale represented 66% and 69%,  respectively,  of total invested assets.
As  prescribed  by  the  various  state   insurance   department   statutes  and
regulations,  the insurance  companies'  investment  portfolio is required to be
invested  in  investment  grade  securities  to  provide  ample  protection  for
policyholders.  In light of these  statutes and  regulations,  and the Company's
business  and  investment  strategy,  the Company  generally  seeks to invest in
United States government and government agency securities and other high quality
low risk investments.  As of June 30, 2004, the carrying value of fixed maturity
securities in default as to principal or interest was  immaterial in the context
of consolidated  assets or shareholders'  equity.  The investments held for sale
are  carried  at  market,  with  changes  in market  value  directly  charged to
shareholders'  equity.  To provide  additional  flexibility  and liquidity,  the
Company has  categorized  almost all fixed maturity  investments  acquired since
2000 as available for sale.


3.   NOTES PAYABLE

At  June 30,  2004 and  December 31,  2003,  the  Company  had  $ 2,275,000  and
$ 2,289,776 in notes payable outstanding,  respectively.  The notes payable were
incurred  in April 2001 to  facilitate  the  repurchase  of common  stock  owned
primarily  by James E.  Melville and Larry E.  Ryherd,  two former  officers and
directors of UTG,  and members of their  respective  families.  These notes bore
interest at the fixed rate of 7% per annum  (paid  quarterly)  with  payments of
principal to be made in five equal annual installments.  On January 7, 2004, the
Company paid the remaining  principal balances on these notes with proceeds from
the Southwest Bank of St. Louis line of credit.

On April 1,  2002, UTG was extended a $ 5,000,000 line of credit ("LOC") from an
unaffiliated  third  party,  Southwest  Bank  of St.  Louis.  The  LOC was for a
one-year term from the date of issue.  Upon maturity the Company renewed the LOC
for additional  one-year or six-month terms, with a maturity date of October 30,
2004. As collateral for any draws under the line of credit,  UTG pledged 100% of
the common stock of its insurance  subsidiary UG.  Borrowings under the LOC bear
interest at the rate of .25% in excess of  Southwest  Bank of St.  Louis'  prime
rate.  At June 30,  2004,  the Company had  $ 2,275,000  outstanding  borrowings
attributable to this LOC.

On November 15, 2001, UTG was extended a $ 3,300,000 line of credit ("LOC") from
the First  National  Bank of the  Cumberlands  ("FNBC")  located in  Livingston,
Tennessee.  The FNBC is  owned  by,  Millard  V.  Oakley,  who at the time was a
Director of UTG.  The LOC was for a one-year  term from the date of issue.  Upon
maturity the Company renewed the LOC for additional one-year terms. The interest
rate on the LOC is variable and indexed to be the lowest of the U.S. prime rates
as published in the Wall Street Journal,  with any interest rate  adjustments to
be made monthly.  At June 30, 2004,  the Company had no  outstanding  borrowings
attributable to this LOC.


4.   CAPITAL STOCK TRANSACTIONS

A.   Employee and Director Stock Purchase Program

On March 26,  2002, the Board of Directors of UTG adopted, and on June 11, 2002,
the  shareholders  of UTG approved,  the United Trust Group,  Inc.  Employee and
Director Stock  Purchase  Plan. The plan's purpose is to encourage  ownership of
UTG stock by eligible  directors  and employees of UTG and its  subsidiaries  by
providing them with an opportunity to invest in shares of UTG common stock.  The
plan is administered by the Board of Directors of UTG. A total of 400,000 shares
of  common  stock  may be  purchased  under the  plan,  subject  to  appropriate
adjustment  for  stock  dividends,  stock  splits or  similar  recapitalizations
resulting  in a change in shares of UTG.  The plan is not intended to qualify as
an "employee  stock  purchase  plan" under  Section 423 of the Internal  Revenue
Code.

During 2003 and 2002, the Board of Directors of UTG approved offerings under the
plan to qualified individuals.  For the years ended December 31,  2003 and 2002,
eight individuals purchased 58,891 and three individuals purchased 16,546 shares
of UTG common stock,  respectively.  Each participant  under the plan executed a
"stock  restriction and buy-sell  agreement",  which among other things provides
UTG with a right of first refusal on any future sales of the shares  acquired by
the participant under this plan.

The  purchase  price of  shares  repurchased  under the  stock  restriction  and
buy-sell agreement shall be computed,  on a per share basis, equal to the sum of
(i) the  original  purchase  price paid to acquire such shares from UTG and (ii)
the  consolidated  statutory net earnings (loss) per share of such shares during
the  period  from the end of the month  next  preceding  the month in which such
shares  were  acquired  pursuant  to the  plan,  to the  end of the  month  next
preceding the month in which the sale of such shares to UTG occurs.  At June 30,
2004, UTG had 75,437 shares outstanding that were issued under this program with
a value of $ 11.57 per share pursuant to the above formula.


B.   Stock Repurchase Program

On June 5,  2001, the Board of Directors of UTG authorized the repurchase in the
open  market or in  privately  negotiated  transactions  of up to $ 1 million of
UTG's common stock.  On June 16,  2004, an additional $ 1 million was authorized
for repurchased shares. Repurchased shares are available for future issuance for
general corporate  purposes.  Through July 30,  2004, UTG has spent $ 927,806 in
the acquisition of 135,610 shares under this program.


C.   Earnings Per Share Calculations

Earnings per share are based on the  weighted  average  number of common  shares
outstanding  during each  period,  retroactively  adjusted to give effect to all
stock splits, in accordance with Statement of Financial Accounting Standards No.
128.  At  June 30,  2004,  diluted  earnings  per  share  were the same as basic
earnings per share since the UTG had no dilutive instruments outstanding.


5.   COMMITMENTS AND CONTINGENCIES

The insurance  industry has  experienced  a number of civil jury verdicts  which
have been  returned  against life and health  insurers in the  jurisdictions  in
which the Company does business involving the insurers' sales practices, alleged
agent misconduct,  failure to properly supervise agents, and other matters. Some
of the lawsuits have resulted in the award of substantial  judgments against the
insurer,  including material amounts of punitive damages. In some states, juries
have substantial discretion in awarding punitive damages in these circumstances.
The  Company  cannot  predict  the effect  that these  lawsuits  may have on the
Company in the future.

Under the insurance guaranty fund laws in most states, insurance companies doing
business in a  participating  state can be assessed up to prescribed  limits for
policyholder  losses  incurred  by  insolvent  or  failed  insurance  companies.
Although the Company cannot predict the amount of any future  assessments,  most
insurance guaranty fund laws currently provide that an assessment may be excused
or deferred if it would  threaten an  insurer's  financial  strength.  Mandatory
assessments may be partially recovered through a reduction in future premium tax
in some states. The Company does not believe such assessments will be materially
different from amounts already provided for in the financial statements,  though
the Company has no control over such assessments.

The  State of  Florida  began an  investigation  of  industrial  life  insurance
policies in the fall of 1999 regarding policies with race-based  premiums.  This
investigation  has  quickly  spread to other  states and to other types of small
face amount  policies  and was expanded to consider the fairness of premiums for
all small policies  including  policies which did not have race-based  premiums.
The NAIC  historically  has defined a "small  face amount  policy" as one with a
face  amount of  $ 15,000  or less.  Under  current  reviews,  some  states have
increased  this  amount to  policies  of  $ 25,000  or less.  These  states  are
attempting  to force  insurers  to  refund  "excess  premiums"  to  insureds  or
beneficiaries  of  insureds.   The  Company's  insurance  subsidiaries  have  no
race-based  premium  products,  but do have policies with face amounts under the
above-scrutinized  limitations.  The  outcome of this issue could be dramatic on
the  insurance  industry as a whole as well as the Company  itself.  The Company
will continue to monitor developments regarding this matter to determine to what
extent, if any, the Company may be exposed.

On July 30,  2002,  President Bush signed into law the  "SARBANES-OXLEY"  Act of
2002 ("the Act"). This Law, enacted in response to several high-profile business
failures,  was developed to provide  meaningful  reforms that protect the public
interest and restore  confidence in the reporting  practices of publicly  traded
companies. The implications of the Act to public companies, (which includes UTG)
are vast, widespread,  and evolving.  Many of the new requirements will not take
effect or full effect until after  calendar-year-end  companies  have  completed
their 2005 annual reports.  The Company has implemented  requirements  affecting
the current reporting period,  and is continually  monitoring,  evaluating,  and
planning  implementation of requirements that will need to be taken into account
in future reporting periods.

On June 10,  2002 UTG and Fiserv LIS formed an alliance between their respective
organizations to provide third party  administration (TPA) services to insurance
companies  seeking business process  outsourcing  solutions.  Fiserv LIS will be
responsible  for the marketing and sales  function for the alliance,  as well as
providing the operations  processing  service for the Company.  The Company will
staff the administration  effort. To facilitate the alliance,  the Company plans
to convert its existing business to "ID3", a software system owned by Fiserv LIS
to  administer  an array of life,  health and annuity  products in the insurance
industry.  Fiserv  LIS is a unit of  Fiserv,  Inc.  (Nasdaq:  FISV)  which is an
independent, full-service provider of integrated data processing and information
management  systems to the  financial  industry,  headquartered  in  Brookfield,
Wisconsin.  The Company began the conversion of its existing  insurance business
to the "ID3" software system in February 2004.

UTG and its  subsidiaries  are named as  defendants in a number of legal actions
arising as a part of the  ordinary  course of  business  relating  primarily  to
claims made under  insurance  policies.  Those  actions have been  considered in
establishing  the Company's  liabilities.  Management is of the opinion that the
settlement  of those  actions  will not have a  material  adverse  effect on the
Company's financial position or results of operations.


6.   Other Cash Flow Disclosure

On a cash basis,  the Company paid  $ 50,343  and  $ 81,378 in interest  expense
during the first six months of 2004 and 2003, respectively.  The Company paid no
federal  income tax during the first six months of 2004 and 2003,  respectively.
In April 2003,  the Company  issued 500,000  previously  unissued  shares of UTG
common stock to FSF.


7.   CONCENTRATION OF CREDIT RISK

The Company maintains cash balances in financial  institutions that at times may
exceed federally  insured limits.  The Company  maintains its primary  operating
cash accounts with First  Southern  National  Bank, an affiliate of UTG, and its
largest  shareholder,  Chairman  and  CEO,  Jesse  Correll.  The  Company  holds
approximately  $ 6,053,000 for which there are no pledges or guarantees  outside
FDIC  insurance  limits.  The  Company  has not  experienced  any losses in such
accounts and believes it is not exposed to any  significant  credit risk on cash
and cash equivalents.




8.       COMPREHENSIVE INCOME

                                                                                    Tax
                                                                Before-Tax          (Expense)            Net of Tax
              June 30, 2004                                     Amount              or Benefit           Amount
              ----------------------------------------------    ----------------    -----------------    ---------------

              Unrealized holding gains during
                   period                                   $       1,509,160  $    528,206         $          980,954
              Less: reclassification adjustment
                   for gains realized in net income                  (142,698)      (49,944)                   (92,754)
                                                                ----------------    -----------------    ---------------
              Net unrealized gains                                  1,366,462       478,262                    888,200
                                                                ----------------    -----------------    ---------------
              Other comprehensive income                    $       1,366,462   $   478,262          $         888,200
                                                                ================    =================    ===============



9.       NEW ACCOUNTING STANDARDS

The Financial  Accounting  Standards Board ("FASB") has issued Statement No. 132
(revised 2003),  Employers'  Disclosures about Pensions and Other Postretirement
Benefits (an amendment of FASB Statements 87, 88 and 106). Statement No. 132 was
developed to address concerns of users of financial  statements  regarding their
need for more  information  about  pension  plan  assets,  obligations,  benefit
payment, contributions and net benefit costs.

This  statement  was  effective  at the  beginning of the first  interim  period
beginning after December 15,  2003. The adoption of Statement 132 (revised 2003)
did not affect the Company's financial position or results of operations,  since
the Company has no such plans that meet the provisions of this statement.


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Management's  Discussion  of  Financial  Condition  and  Results  of  Operations
analyzes the consolidated financial condition, changes in financial position and
results of operations for the three months and six months ended  June 30,  2004,
as  compared  to the same  period  of  2003,  of UTG and its  subsidiaries.  The
discussion supplements Management's Discussion and Analysis in Form 10-K for the
year ended December 31, 2003, and should be read in conjunction with the interim
financial statements and notes that appear elsewhere in this report.

Cautionary Statement Regarding Forward-Looking Statements

Any  forward-looking  statement contained herein or in any other oral or written
statement  by the Company or any of its  officers,  directors  or  employees  is
qualified by the fact that actual  results of the Company may differ  materially
from any such  statement due to the  following  important  factors,  among other
risks and uncertainties inherent in the Company's business:

     1.   Prevailing  interest rate levels,  which may affect the ability of the
          Company  to sell its  products,  the  market  value  of the  Company's
          investments   and  the  lapse   ratio  of  the   Company's   policies,
          notwithstanding   product   design   features   intended   to  enhance
          persistency of the Company's products.

     2.   Changes  in the  federal  income  tax laws and  regulations  which may
          affect the relative tax advantages of the Company's products.

     3.   Changes in the regulation of financial services,  including bank sales
          and  underwriting  of  insurance   products,   which  may  affect  the
          competitive environment for the Company's products.

     4.   Other factors affecting the performance of the Company, including, but
          not  limited   to,   market   conduct   claims,   insurance   industry
          insolvencies, insurance regulatory initiatives and developments, stock
          market performance,  an unfavorable outcome in pending litigation, and
          investment performance.

Update on Critical Accounting Policies

In our  Form  10-K for the year  ended  December 31,  2003,  we  identified  the
accounting  policies  that are critical to the  understanding  of our results of
operations and our financial position. They relate to deferred acquisition costs
(DAC),  cost of  insurance  acquired,  assumptions  and  judgments  utilized  in
determining if declines in fair values of investments are  other-than-temporary,
and valuation methods for investments that are not actively traded.

We believe that these  policies  were applied in a consistent  manner during the
first six months of 2004.


Results of Operations

(a)  Revenues

The Company  experienced a nominal decrease in premiums and policy fee revenues,
net of reinsurance premiums and policy fees, when comparing the first six months
of 2004 to the same period in 2003.  The  Company  currently  writes  little new
business.   Unless  the  Company  acquires  a  block  of  in-force  business  or
significantly  increases its marketing,  management  expects  premium revenue to
continue  to  decline  at  a  similar  rate,  which  is  consistent  with  prior
experience.

Since early 2002, the Company has  implemented a conservation  effort,  which is
still in place,  in an attempt  to improve  the  persistency  rate of  insurance
company's  policies.  Several of the  customer  service  representatives  of the
Company have become  licensed  insurance  agents,  allowing  them to offer other
products  within the Company's  portfolio to existing  customers.  Additionally,
stronger  efforts  have been  made in policy  retention  through  more  personal
contact with the customer including telephone calls to discuss  alternatives and
reasons for a customer's  request to surrender  their  policy.  Previously,  the
Company's agency force was primarily  responsible for conservation efforts. With
the  decline in the number of agents,  their  ability to reach  these  customers
diminished,  making  conservation  efforts difficult.  The conservation  efforts
described  above have been  generally  positive.  Management  will  continue  to
monitor these efforts and make  adjustments  as seen  appropriate to enhance the
future  success of the program.  The Company has also  implemented a new product
referred to as "the Legacy" to be  specifically  used by the  licensed  customer
service  representatives  as an alternative for the customer in the conservation
efforts.  The  Company  is looking at  additional  products  to offer to further
enhance conservation and home office sales.

The Company has considered the feasibility of a marketing opportunity with First
Southern  National  Bank  (FSNB)  an  affiliate  of UTG's  largest  shareholder,
Chairman  and CEO, Mr.  Jesse T.  Correll.  Management  has  considered  various
products  including  annuity type  products,  mortgage  protection  products and
existing  insurance  products,  as potential  products that could be marketed to
banking customers.  This marketing  opportunity has potential and is believed to
be a viable niche.  The Company has designed an annuity  product  ("Horizon") as
well as two life  products  ("Legacy"  and "Kid  Kare")  which are to be used in
marketing  efforts by FSNB. The  introduction of these new products is currently
not expected to produce significant  premium writings.  The Company is currently
looking at other types of products to compliment the existing offerings.

Net investment  income decreased 19% when comparing the first six months of 2004
to the same period in 2003. Although there has been no significant change in the
national  prime rate  during the last year,  the  decline in the  interest  rate
environment  has resulted in lower  earnings on  short-term  funds as well as on
longer-term  investments  acquired.  Management  has shortened the length of the
Company's  portfolio and maintained a  conservative  investment  philosophy.  As
such,  following an analysis of current  holdings during the first half of 2004,
the Company liquidated approximately $ 38,212,000 of its collateralized mortgage
obligation  bond  portfolio  in order to limit its interest  rate and  extension
risk. In addition,  there were $ 20,246,000 in bonds that matured or were called
during the first six months of 2004. The result of these transactions  caused an
excess of cash  invested in  short-term  money market funds during the first six
months of 2004.  The  Company  reinvested  this cash  during the second  quarter
primarily in  governmental  bonds at current lower  yields.  Although this hurts
investment  earnings in the short run,  the Company has not had to write off any
investment losses due to excessive risk.

The Company's  investments are generally  managed to match related insurance and
policyholder liabilities.  The comparison of investment return with insurance or
investment  product crediting rates establishes an interest spread.  The Company
monitors  investment  yields, and when necessary adjusts credited interest rates
on its insurance products to preserve targeted interest spreads, ranging from 1%
to 2%. The Company has lowered all rate-adjustable  products to their guaranteed
minimums. The guaranteed minimum crediting rates on these products range from 3%
to 5.5%.  If interest  rates  continue to decline,  the Company won't be able to
lower  rates,  and both net  investment  income and net income  will be impacted
negatively.

The Company  realized  investment  losses of $ 92,754 in the first six months of
2004 compared to net realized  investment gains of $ 560,158 for the same period
in 2003. The net realized loss in 2004 is primarily comprised of $ 93,969 in net
realized  losses from the disposal of the  collateralized  mortgage  obligations
previously discussed. The net realized gains in 2003 consist of a $ 317,360 gain
on bonds of which $ 316,966 was attributable to the Company's liquidation of its
corporate bonds. Also in 2003, there was $ 242,798 in net realized gains on real
estate that was  primarily  from the sale two separate  parcels of land held for
investment purposes in Springfield, Illinois.

Other income  increased  when comparing the first six months of 2004 to the same
period in 2003. The Company experienced a nominal increase in commission revenue
received in REC during the first six months of 2004. The majority of the revenue
in this line item comes from the  Company  performing  administrative  work as a
third party administrator ("TPA") for unaffiliated life insurance companies, and
as such, receives monthly fees based on policy in force counts and certain other
activity indicators such as number of premium collections performed.  During the
first six months of 2004 and 2003, the Company received  $ 274,760 and $ 281,306
respectively,  for this work.  These TPA revenue  fees are  included in the line
item "other  income" on the Company's  consolidated  statements  of  operations.
During the second  quarter of 2004,  the Company  reached an  agreement  with an
additional  insurance  provider that should provide  approximately  $ 300,000 in
gross annual revenue for these services.  The agreement  begins during the third
quarter  of  2004.  The  Company   intends  to  continue  to  pursue  other  TPA
arrangements  through its alliance with Fiserv Life Insurance  Solutions (Fiserv
LIS), to provide TPA services to insurance  companies  seeking  business process
outsourcing  solutions.  Fiserv LIS is  responsible  for the marketing and sales
function for the alliance, as well as providing the data center operations.  UTG
will staff the  administration  effort.  Management  believes this alliance with
Fiserv LIS  positions the Company to generate  additional  revenues by utilizing
the  Company's   current   excess   capacity,   administrative   services,   and
implementation of the new Fiserv LIS "ID3" software system. In addition,  due to
ongoing regulatory changes and the fact the Company is repositioning  itself for
future growth, the Company believes  implementation of the "ID3" software system
is critical in order to proceed in the  Company's new direction of TPA services.
Fiserv LIS is a unit of Fiserv,  Inc.  (Nasdaq:  FISV) which is an  independent,
full-service  provider of integrated data processing and information  management
systems to the financial industry, headquartered in Brookfield, Wisconsin.


(b)  Expenses

Life benefits,  claims and settlement  expenses net of reinsurance  benefits and
claims, decreased 2% in the first six months of 2004 compared to the same period
in 2003.  Policy claims  increased  $ 1,058,000 for the first six months of 2004
compared  to the same period in 2003.  Policy  claims vary from year to year and
therefore,  fluctuations  in mortality are to be expected and are not considered
unusual by management.  Policy surrenders decreased when comparing the first six
months of 2004 to the same period in 2003. Consequently,  the change in reserves
decreased  due to level of  surrenders,  reduction  in  premiums  and  decreased
interest  crediting rates.  Overall,  reserves  continue to increase on in-force
policies as the age of the insured increases.

Commissions and amortization of deferred policy  acquisition costs decreased 74%
for the first six months of 2004  compared to the same period in 2003.  The most
significant  factor in the decrease is  attributable to the Company paying fewer
commissions,  since the  company  writes very  little new  business  and renewal
premiums  on  existing  business  continue  to  decline.  Commissions  paid will
continue to decline as terminated agents  discontinue their association with the
Company.  Depending  upon the nature of the contract that the agent has with the
Company, the agent may become vested, a process which allows them to continue to
receive  commissions for a certain period even after the agent has  discontinued
his  association  with the  Company.  Over  time,  fewer and fewer  agents  have
remained  vested,  further  reducing  the  commissions  payable by the  Company.
Another factor of the decrease is  attributable  to normal  amortization  of the
deferred policy  acquisition costs asset. The Company reviews the recoverability
of  the  asset  based  on  current  trends  and  known  events  compared  to the
assumptions used in the establishment of the original asset. No impairments were
recorded in either of the periods reported.

Operating expenses decreased 39% in the first six months of 2004 compared to the
same period in 2003. The decrease in expenses is due to the  establishment  of a
contingent liability of $ 1,950,000 relating to a lawsuit in 2003. Excluding the
contingency established,  expenses declined due to reductions made in the normal
course of business,  as the Company simplifies its organizational  structure and
continually monitors expenditures looking for savings opportunities. The Company
continues  to simplify its  organizational  structure  and monitor  expenditures
looking for savings opportunities.

Interest  expense  decreased 38% in the first six months of 2004 compared to the
same period in 2003. In January 2004,  the Company  utilized a line of credit to
repay the  remaining  debt owed to two  former  officers  and  directors  of the
Company  and  their  respective  families  as a result  of an April  2001  stock
purchase  transaction.  These  notes bore  interest  at the fixed rate of 7% per
annum.  The line of  credit  bears  interest  at the rate of .25% in  excess  of
Southwest Bank of St. Louis' prime rate.  Management  believes  overall  sources
available  are more than adequate to service this debt.  These  sources  include
current  cash  balances of UTG,  existing  lines of credit and  expected  future
dividends from its life insurance subsidiary UG.

(c)  Net income

The  Company  had a net loss of  $ (807,354)  in the  first  six  months of 2004
compared to a net loss of  $ (1,163,616)  for the same  period in 2003.  The net
loss in 2004 was mainly  attributable  to the decrease in investment  income and
premium  income.   The  net  loss  in  2003  was  mainly   attributable  to  the
establishment of a contingent liability relating to a lawsuit.



Financial Condition

The financial  condition of the Company has improved  since  December 31,  2003.
Total shareholders' equity increased  approximately $ 14,000 as of June 30, 2004
compared to  December 31,  2003. The increase is attributable to the performance
of the equity investments of $ 888,000, net of deferred taxes, that was included
in the accumulated other  comprehensive  income.  The Company purchased treasury
shares in the amount of $ 67,058,  which decreased  shareholders' equity. During
2003,  the Company  implemented  FAS 150  regarding the  accounting  for certain
financial  instruments with characteristics of both liabilities and equity. This
implementation   resulted  in  reclassifying   $ 49,635  from  equity  to  other
liabilities on the financial statement.

Investments  represent  approximately  77% of total assets at June 30,  2004 and
December 31, 2003, respectively.  Accordingly, investments are the largest asset
group of the Company.  The  Company's  insurance  subsidiaries  are regulated by
insurance  statutes and regulations as to the type of investments  that they are
permitted  to make and the  amount of funds that may be used for any one type of
investment.  In light of these  statutes  and  regulations,  the majority of the
Company's   investment   portfolio  is  invested  in  high  quality,   low  risk
investments.

As of June 30,  2004, the carrying value of fixed maturity securities in default
as to principal or interest was immaterial in the context of consolidated assets
or shareholders'  equity. The Company has identified  securities it may sell and
classified them as "investments  held for sale".  Investments  held for sale are
carried  at  market,   with  changes  in  market  value   charged   directly  to
shareholders'  equity.  To provide  additional  flexibility  and liquidity,  the
Company has  categorized  almost all fixed maturity  investments  acquired since
2000 as available for sale.


Liquidity and Capital Resources

The  Company  has  three  principal  needs for cash - the  insurance  companies'
contractual obligations to policyholders,  the payment of operating expenses and
the servicing of its long-term debt.  Cash and cash  equivalents as a percentage
of  total  assets  were  approximately  4%  and  3% as  of  June 30,  2004,  and
December 31,  2003,  respectively.  Fixed  maturities  as a percentage  of total
assets were approximately 50% and 53% as of June 30, 2004 and December 31, 2003,
respectively.

Future policy  benefits are  primarily  long-term in nature and  therefore,  the
Company's  investments are predominantly in long-term fixed maturity investments
such as bonds and mortgage loans which provide  sufficient return to cover these
obligations. The Company has the ability and intent to hold these investments to
maturity;  consequently,  the Company's  investment in fixed  maturities held to
maturity is reported in the financial statements at their amortized cost.

Many of the Company's  products  contain  surrender  charges and other  features
which  reward  persistency  and  penalize the early  withdrawal  of funds.  With
respect to such products,  surrender  charges are generally  sufficient to cover
the Company's  unamortized deferred policy acquisition costs with respect to the
policy being surrendered.

Net cash  provided by operating  activities  was $ 188,304 and $ 934,979 for the
six months ending June 30, 2004 and 2003, respectively. The net cash provided by
operating  activities plus net policyholder  contract deposits after the payment
of policyholder withdrawals equaled $ 1,277,601 for the first six months of 2004
and $ 2,287,366 the same period in 2003. Management utilizes this measurement of
cash  flows  as an  indicator  of the  performance  of the  Company's  insurance
operations,  since reporting  regulations require cash inflows and outflows from
universal  life  insurance  products to be shown as  financing  activities  when
reporting on cash flows.

Net  cash  provided  by (used  in)  investing  activities  was  $ 2,353,677  and
$ (11,149,142)  for the  six-month  periods  ending  June  30,  2004  and  2003,
respectively.  The  most  significant  aspect  of cash  provided  by  (used  in)
investing activities is the fixed maturity  transactions.  The Company had fixed
maturities in the amount of $ 47,830,852 and $ 36,346,064  that sold and matured
in the first six months of 2004 and 2003,  respectively.  This is in addition to
the  $ 10,627,244  and  $ 24,922,488  of the held to  maturity  securities  that
matured in the first six months of 2004 and 2003, respectively. In addition, the
Company purchased  $ 50,089,775 and $ 65,430,731 of fixed maturities in 2004 and
2003, respectively.

Net cash provided by financing  activities was $ 1,007,463 and $ 292,647 for the
six month  periods  ending  June 30, 2004 and 2003,  respectively.  Policyholder
contract  deposits  decreased 4% in the first six months of 2004 compared to the
same period in 2003. Policyholder contract withdrawals increased 2% in the first
six months of 2004 compared to the same period in 2003. In addition, the Company
had retired  $ 258,800 in common stock and reduced notes payable by $ 705,500 in
the first six months of 2003.

At June 30,  2004,  the Company had a total of  $ 2,275,000  in short-term  debt
outstanding.  Management  believes  overall  sources  available  are  more  than
adequate to service this debt.  These sources  include  current cash balances of
UTG,  expected  future  operating  cash flows and payment of dividends  from the
Company's life subsidiary, UG.

UTG is a holding  company that has no day-to-day  operations  of its own.  Funds
required to meet its expenses,  generally costs  associated with maintaining the
company in good  standing with states in which it does  business,  are primarily
provided  by its  subsidiaries.  On a parent  only  basis,  UTG's  cash  flow is
dependent  on  management  fees  received  from its  subsidiaries  and  earnings
received  on  cash  balances.  At  June 30,  2004,   substantially  all  of  the
consolidated shareholders equity represents net assets of its subsidiaries.  The
Company's insurance  subsidiaries have maintained adequate statutory capital and
surplus and have not used surplus  relief or financial  reinsurance,  which have
come under  scrutiny by many state  insurance  departments.  The payment of cash
dividends  to  shareholders  is  not  legally  restricted.  However,  the  state
insurance  department  regulates  insurance  company dividend payments where the
company is domiciled.

UG is an Ohio  domiciled  insurance  company,  which  requires  five days  prior
notification  to the  insurance  commissioner  for the  payment  of an  ordinary
dividend.  Ordinary  dividends  are  defined  as the  greater  of: a) prior year
statutory  earnings or b) 10% of statutory capital and surplus.  At December 31,
2003 UG's total  statutory  capital and surplus  amounted  to  $ 13,008,198.  At
December 31,  2003, UG had a statutory  loss from  operations of  $ (1,461,177).
Extraordinary  dividends  (amounts in excess of ordinary  dividend  limitations)
require prior approval of the insurance commissioner and are not restricted to a
specific calculation.

Management   believes  the  overall  sources  of  liquidity  available  will  be
sufficient to satisfy the Company's financial obligations.


Accounting Developments

The Financial  Accounting  Standards Board ("FASB") has issued Statement No. 132
(revised 2003),  Employers'  Disclosures about Pensions and Other Postretirement
Benefits (an amendment of FASB Statements 87, 88 and 106). Statement No. 132 was
developed to address concerns of users of financial  statements  regarding their
need for more  information  about  pension  plan  assets,  obligations,  benefit
payment, contributions and net benefit costs.

This  statement  was  effective  at the  beginning of the first  interim  period
beginning after December 15,  2003. The adoption of Statement 132 (revised 2003)
did not affect the Company's financial position or results of operations,  since
the Company has no such plans that meet the provisions of this statement.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Market risk relates,  broadly, to changes in the value of financial  instruments
that arise from adverse  movements in interest rates,  equity prices and foreign
exchange rates. The Company is exposed principally to changes in interest rates,
which affect the market  prices of its fixed  maturities  available for sale and
its variable rate debt outstanding.  The Company's exposure to equity prices and
foreign currency exchange rates is immaterial.  The information  presented below
is in U.S. dollars, the Company's reporting currency.

Interest rate risk

The Company could  experience  economic  losses if it were required to liquidate
fixed  income  securities  available  for sale during  periods of rising  and/or
volatile  interest  rates.  The Company  attempts to  mitigate  its  exposure to
adverse  interest rate  movements  through a staggering of the maturities of its
fixed maturity  investments  and through  maintaining  cash and other short term
investments  to  assure  sufficient  liquidity  to meet its  obligations  and to
address reinvestment risk considerations.

Tabular presentation

The following table provides information about the Company's long term debt that
is sensitive to changes in interest  rates.  The table  presents  principal cash
flows and related weighted  average  interest rates by expected  maturity dates.
The Company  has no  derivative  financial  instruments  or  interest  rate swap
contracts.

                                  June 30, 2004
                             Expected maturity date
                          2004          2005        2006       2007       2008    Thereafter    Total     Fair value
     Long term debt
       Fixed rate              0            0           0          0          0          0            0            0
       Avg. int. rate          0            0           0          0          0          0            0            0
       Variable rate   2,275,000            0           0          0          0          0    2,275,000    2,275,000
       Avg. int. rate          0            0           0          0          0          0            0            0


ITEM 4.  CONTROLS AND PROCEDURES

Within  the 90 days  prior  to the  filing  date of this  quarterly  report,  an
evaluation was performed under the supervision and with the participation of the
Company's  management,  including the President and Chief Executive Officer (the
"CEO") and the Chief Financial  Officer (the "CFO"), of the effectiveness of the
design and operation of the Company's disclosure controls and procedures.  Based
on that  evaluation,  the  Company's  management,  including  the  CEO and  CFO,
concluded that the Company's  disclosure  controls and procedures were effective
in  alerting  them on a timely  basis to  material  information  relating to the
Company  required to be  included in the  Company's  periodic  reports  filed or
submitted under the Securities Exchange Act of 1934, as amended. There have been
no significant  changes in the Company's  internal  controls or in other factors
that could significantly  affect internal controls subsequent to the date of the
evaluation.




                          PART II. OTHER INFORMATION.

ITEM 1.  LEGAL PROCEEDINGS.

NONE

ITEM 2.  CHANGE IN SECURITIES AND USE OF PROCEEDS.

NONE

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

NONE

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

At the Annual  Meeting of  Shareholders  held on June 16,  2004,  the  following
matters were submitted to the shareholders of UTG and voted on as indicated:

1.   To elect  eight  directors  to serve for a term of one year and until their
     successors are elected and qualified:


             DIRECTOR                    FOR             WITHHELD         AGAINST

             John S. Albin               2,719,580            0           11,946
             Randall L. Attkisson        2,705,538       14,300           11,688
             Joseph A. Brinck            2,719,898            0           11,628
             Jesse T. Correll            2,705,370       14,300           11,856
             Ward F. Correll             2,705,070       14,300           11,556
             Thomas F. Darden            2,719,940            0           11,586
             William W. Perry            2,719,940            0           11,586
             James P. Rousey             2,705,556       14,300           11,670

ITEM 5.  OTHER INFORMATION.

NONE

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     10.  Exhibits

Exhibit Number             Description

31.1 Certification of Jesse T. Correll,  Chief Executive Officer and Chairman of
     the Board of UTG, as required pursuant to Section 302

31.2 Certification of Theodore C. Miller,  Chief Financial Officer,  Senior Vice
     President and Corporate  Secretary of UTG, as required  pursuant to Section
     302

32.1 Certificate of Jesse T. Correll,  Chief  Executive  Officer and Chairman of
     the Board of UTG, as required pursuant to 18 U.S.C. Section 1350

32.2 Certificate of Theodore C. Miller,  Chief  Financial  Officer,  Senior Vice
     President and Corporate Secretary of UTG, as required pursuant to 18 U.S.C.
     Section 1350

     11.  REPORTS ON FORM 8-K

NONE

                                   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.





                            UNITED TRUST GROUP, INC.
                                  (Registrant)










Date:   August 9, 2004                   By  /s/ Randall L. Attkisson

                                             Randall L. Attkisson
                                             President, Chief Operating Officer
                                                and Director








Date:   August 9, 2004                   By  /s/ Theodore C. Miller

                                             Theodore C. Miller
                                             Senior Vice President
                                                and Chief Financial Officer
















                                 EXHIBIT INDEX



Exhibit Number             Description



31.1 Certification of Jesse T. Correll,  Chief Executive Officer and Chairman of
     the Board of UTG, as required pursuant to Section 302

31.2 Certification of Theodore C. Miller,  Chief Financial Officer,  Senior Vice
     President and Corporate  Secretary of UTG, as required  pursuant to Section
     302

32.1 Certificate of Jesse T. Correll,  Chief  Executive  Officer and Chairman of
     the Board of UTG, as required pursuant to 18 U.S.C. Section 1350

32.2 Certificate of Theodore C. Miller,  Chief  Financial  Officer,  Senior Vice
     President and Corporate Secretary of UTG, as required pursuant to 18 U.S.C.
     Section 1350




                                                                    EXHIBIT 31.1

CERTIFICATIONS

I, Jesse T. Correll, Chairman of the Board and Chief Executive Officer of United
Trust Group, Inc., certify that:

     1.   I have reviewed this quarterly  report on Form 10-Q of the registrant,
          United Trust Group, Inc.;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined  in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e))  for the
          registrant and have:

          a.   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including  its  consolidated  subsidiaries,  is made
               known to us by others within those entities,  particularly during
               the period in which this quarterly report is being prepared;

          b.   Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls  and   procedures  and  presented  in  this  report  our
               conclusions  about the  effectiveness of the disclosure  controls
               and  procedures,  as of the  end of the  period  covered  by this
               report based on such evaluation; and

          c.   Disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's most recent fiscal quarter (the registrant's  fourth
               fiscal  quarter  in  the  case  of an  annual  report)  that  has
               materially  affected,  or  is  reasonably  likely  to  materially
               affect,   the   registrant's   internal  control  over  financial
               reporting; and

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation,  of internal  control  over  financial
          reporting,  to the  registrant's  auditors and the audit  committee of
          registrant's  board of directors (or persons performing the equivalent
          functions):

          a.   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b.   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls over financial reporting.


Date:   August 9, 2004                             By  /s/ Jesse T. Correll

                                                       Chairman of the Board and
                                                       Chief Executive Officer
                                                                    EXHIBIT 31.2

CERTIFICATIONS

I,  Theodore C. Miller,  Senior Vice  President,  Corporate  Secretary and Chief
Financial Officer of United Trust Group, Inc., certify that:

     1.   I have reviewed this quarterly  report on Form 10-Q of the registrant,
          United Trust Group, Inc.;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined  in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e))  for the
          registrant and have:

          a.   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including  its  consolidated  subsidiaries,  is made
               known to us by others within those entities,  particularly during
               the period in which this quarterly report is being prepared;

          b.   Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls  and   procedures  and  presented  in  this  report  our
               conclusions  about the  effectiveness of the disclosure  controls
               and  procedures,  as of the  end of the  period  covered  by this
               report based on such evaluation; and

          c.   Disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's most recent fiscal quarter (the registrant's  fourth
               fiscal  quarter  in  the  case  of an  annual  report)  that  has
               materially  affected,  or  is  reasonably  likely  to  materially
               affect,   the   registrant's   internal  control  over  financial
               reporting; and

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation,  of internal  control  over  financial
          reporting,  to the  registrant's  auditors and the audit  committee of
          registrant's  board of directors (or persons performing the equivalent
          functions):

          a.   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b.   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls over financial reporting.

Date:   August 9, 2004                           By  /s/ Theodore C. Miller
                                                     Senior Vice President, Corporate Secretary and
                                                     Chief Financial Officer

                                                                    EXHIBIT 32.1

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report on Form 10-Q of United Trust Group, Inc.
(the "Company") for the quarterly  period ended June 30, 2004, as filed with the
Securities and Exchange Commission on the date hereof (the "Report") I, Jesse T.
Correll,  Chairman  of the Board and Chief  Executive  Officer  of the  Company,
certify  pursuant  to 18 U.S.C.ss. 1350,  as  adopted  pursuant  toss.906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

     (1)  The Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company


                                               By:   /s/ Jesse T. Correll
                                                     Jesse T. Correll
                                               Chairman of the Board and
                                               Chief Executive Officer



Date: August 9, 2004


                                                                    EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report on Form 10-Q of United Trust Group, Inc.
(the "Company") for the quarterly  period ended June 30, 2004, as filed with the
Securities and Exchange Commission on the date hereof (the "Report") I, Theodore
C.  Miller,  Senior Vice  President,  Corporate  Secretary  and Chief  Financial
Officer  of the  Company,  certify  pursuant  to 18 U.S.C.ss. 1350,  as  adopted
pursuant toss.906 of the  Sarbanes-Oxley  Act of 2002,  that,  to the best of my
knowledge:

     (1)  The Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company


                                     By:   /s/ Theodore C. Miller
                                           Theodore C. Miller
                                           Senior Vice President, Corporate Secretary and
                                           Chief Financial Officer


Date: August 9, 2004

EX-32

                                                                    EXHIBIT 32.1

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report on Form 10-Q of United Trust Group, Inc.
(the "Company") for the quarterly  period ended June 30, 2004, as filed with the
Securities and Exchange Commission on the date hereof (the "Report") I, Jesse T.
Correll,  Chairman  of the Board and Chief  Executive  Officer  of the  Company,
certify  pursuant  to 18 U.S.C.ss. 1350,  as  adopted  pursuant  toss.906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

     (1)  The Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company


                                               By:   /s/ Jesse T. Correll
                                                     Jesse T. Correll
                                               Chairman of the Board and
                                               Chief Executive Officer



Date: August 9, 2004


                                                                                                                    EXHIBIT 32.2

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report on Form 10-Q of United Trust Group, Inc.
(the "Company") for the quarterly  period ended June 30, 2004, as filed with the
Securities and Exchange Commission on the date hereof (the "Report") I, Theodore
C.  Miller,  Senior Vice  President,  Corporate  Secretary  and Chief  Financial
Officer  of the  Company,  certify  pursuant  to 18 U.S.C.ss. 1350,  as  adopted
pursuant toss.906 of the  Sarbanes-Oxley  Act of 2002,  that,  to the best of my
knowledge:

     (1)  The Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company


                                     By:   /s/ Theodore C. Miller
                                           Theodore C. Miller
                                           Senior Vice President, Corporate Secretary and
                                           Chief Financial Officer


Date: August 9, 2004

EX-31

                                                                    EXHIBIT 31.1

CERTIFICATIONS

I, Jesse T. Correll, Chairman of the Board and Chief Executive Officer of United
Trust Group, Inc., certify that:

     1.   I have reviewed this quarterly  report on Form 10-Q of the registrant,
          United Trust Group, Inc.;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined  in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e))  for the
          registrant and have:

          a.   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including  its  consolidated  subsidiaries,  is made
               known to us by others within those entities,  particularly during
               the period in which this quarterly report is being prepared;

          b.   Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls  and   procedures  and  presented  in  this  report  our
               conclusions  about the  effectiveness of the disclosure  controls
               and  procedures,  as of the  end of the  period  covered  by this
               report based on such evaluation; and

          c.   Disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's most recent fiscal quarter (the registrant's  fourth
               fiscal  quarter  in  the  case  of an  annual  report)  that  has
               materially  affected,  or  is  reasonably  likely  to  materially
               affect,   the   registrant's   internal  control  over  financial
               reporting; and

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation,  of internal  control  over  financial
          reporting,  to the  registrant's  auditors and the audit  committee of
          registrant's  board of directors (or persons performing the equivalent
          functions):

          a.   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b.   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls over financial reporting.


Date:   August 9, 2004                             By  /s/ Jesse T. Correll
                                                       Chairman of the Board and
                                                       Chief Executive Officer
                                                                    EXHIBIT 31.2

CERTIFICATIONS

I,  Theodore C. Miller,  Senior Vice  President,  Corporate  Secretary and Chief
Financial Officer of United Trust Group, Inc., certify that:

     1.   I have reviewed this quarterly  report on Form 10-Q of the registrant,
          United Trust Group, Inc.;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined  in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e))  for the
          registrant and have:

          a.   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including  its  consolidated  subsidiaries,  is made
               known to us by others within those entities,  particularly during
               the period in which this quarterly report is being prepared;

          b.   Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls  and   procedures  and  presented  in  this  report  our
               conclusions  about the  effectiveness of the disclosure  controls
               and  procedures,  as of the  end of the  period  covered  by this
               report based on such evaluation; and

          c.   Disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's most recent fiscal quarter (the registrant's  fourth
               fiscal  quarter  in  the  case  of an  annual  report)  that  has
               materially  affected,  or  is  reasonably  likely  to  materially
               affect,   the   registrant's   internal  control  over  financial
               reporting; and

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation,  of internal  control  over  financial
          reporting,  to the  registrant's  auditors and the audit  committee of
          registrant's  board of directors (or persons performing the equivalent
          functions):

          a.   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b.   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls over financial reporting.

Date:   August 9, 2004                    By  /s/ Theodore C. Miller
                                              Senior Vice President, Corporate Secretary and
                                              Chief Financial Officer