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 September 30, 2005

                                       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

                                   UTG, INC.
             (Exact name of registrant as specified in its charter)

 DELAWARE                                                             20-2907892
(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
October 31, 2005, was 3,904,250.




                           UTG, INC. AND SUBSIDIARIES
                                (The "Company")



                               TABLE OF CONTENTS

PART 1.   FINANCIAL INFORMATION................................................3


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

     Consolidated Balance Sheets as of September 30, 2005 and
         December 31, 2004.....................................................3
     Consolidated Statements of Operations for the three and nine months
         ended September 30, 2005 and 2004.....................................4
     Consolidated Statement of Changes in Shareholders' Equity for
         the nine months ended September 30, 2005..............................5
     Consolidated Statements of Cash Flows for the nine months ended
         September 30, 2005 and 2004...........................................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........17

   ITEM 4.  CONTROLS AND PROCEDURES...........................................18

PART II.   OTHER INFORMATION..................................................19


   ITEM 1.  LEGAL PROCEEDINGS.................................................19

   ITEM 2.  CHANGE IN SECURITIES AND USE OF PROCEEDS..........................19

   ITEM 3.  DEFAULTS UPON SENIOR SECURITIES...................................19

   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...............19

   ITEM 5.  OTHER INFORMATION.................................................19

   ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K..................................19


SIGNATURES....................................................................20

EXHIBIT INDEX, FOLLOWED BY EXHIBITS...........................................22




                         Part 1. Financial Information.
                         Item 1. Financial Statements.

                                    UTG, INC.
                                AND SUBSIDIARIES

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

                                                                                September 30,       December 31,
                  ASSETS                                                            2005                2004*
                                                                              ----------------    ----------------

Investments:
    Fixed maturities at amortized cost
      (market $9,415,946 and $12,097,708)                                  $        9,417,840  $       11,973,415
    Investments held for sale:
      Fixed maturities, at market (cost $129,966,717 and $147,217,453)            128,908,971         148,193,887
      Equity securities, at market (cost $14,184,971 and $15,216,214)              23,128,846          24,399,172
    Mortgage loans on real estate at amortized cost                                40,395,453          20,722,415
    Investment real estate, at cost, net of accumulated depreciation               42,420,321          28,192,081
    Policy loans                                                                   12,694,761          12,844,748
    Short-term investments                                                             41,246              39,489
                                                                              ----------------    ----------------
                                                                                  257,007,438         246,365,207

Cash and cash equivalents                                                           3,808,753          11,859,472
Securities of affiliate                                                             4,000,000           4,000,000
Accrued investment income                                                           1,725,470           1,678,393
Reinsurance receivables:
    Future policy benefits                                                         31,909,632          32,422,529
    Policy claims and other benefits                                                3,995,225           3,959,569
Cost of insurance acquired                                                         11,185,370          12,747,532
Deferred policy acquisition costs                                                   1,465,839           1,685,263
Property and equipment, net of accumulated depreciation                             2,001,404           2,172,636
Income taxes receivable, current                                                      113,001             181,683
Other assets                                                                          410,393             795,800
                                                                              ----------------    ----------------
     Total assets                                                          $      317,622,525  $      317,868,084
                                                                              ================    ================

          LIABILITIES AND SHAREHOLDERS' EQUITY

Policy liabilities and accruals:
Future policy benefits                                                     $      235,682,286  $      235,592,973
Policy claims and benefits payable                                                  1,572,250           1,879,566
Other policyholder funds                                                            1,267,730           1,323,668
Dividend and endowment accumulations                                               12,571,551          12,526,390
Deferred income taxes                                                               7,730,081           8,561,010
Other liabilities                                                                   4,311,991           7,405,434
                                                                              ----------------    ----------------
     Total liabilities                                                            263,135,889         267,289,041
                                                                              ----------------    ----------------
Minority interests in consolidated subsidiaries                                    11,497,390           6,127,938
                                                                              ----------------    ----------------
Shareholders' equity:
Common stock - no par value, stated value $.001 and $.02 per share
Authorized 7,000,000 shares - 3,909,444 and 3,965,533 shares issued
    after deducting treasury shares of 283,798 and 227,709                              3,909              79,315
Additional paid-in capital                                                         42,285,198          42,590,820
Accumulated deficit                                                                (4,361,904)         (4,897,572)
Accumulated other comprehensive income                                              5,062,043           6,678,542
                                                                              ----------------    ----------------
     Total shareholders' equity                                                    42,989,246          44,451,105
                                                                              ----------------    ----------------
     Total liabilities and shareholders' equity                            $      317,622,525  $      317,868,084
                                                                              ================    ================

* Balance sheet audited at December 31, 2004.

                            See accompanying notes.



                                    UTG, INC.
                                AND SUBSIDIARIES

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

                                                                  Three Months Ended                    Nine Months Ended
                                                             September 30,     September 30,      September 30,     September 30,
                                                                2005              2004               2005              2004
                                                           ---------------   ----------------   ---------------   ----------------
Revenues:

    Premiums and policy fees                            $       3,997,169 $        4,171,717 $      12,518,890 $       13,305,825
    Reinsurance premiums and policy fees                         (607,827)          (782,045)       (2,095,616)        (2,370,341)
    Net investment income                                       2,587,341          2,865,198         7,377,305          7,431,129
    Realized investment gains (losses), net                        32,223             24,000         1,274,504            (68,754)
    Other income                                                  281,299            150,432           830,889            571,993
                                                           ---------------   ----------------   ---------------   ----------------
                                                                6,290,205          6,429,302        19,905,972         18,869,852

Benefits and other expenses:

    Benefits, claims and settlement expenses:
      Life                                                      4,737,004          4,440,973        13,241,084         14,788,618
      Reinsurance benefits and claims                            (448,984)          (467,371)       (1,118,686)        (1,826,283)
      Annuity                                                     273,958            272,237           792,209            841,870
      Dividends to policyholders                                  207,974            221,174           724,901            758,142
    Commissions and amortization of deferred
      policy acquisition costs                                    (58,377)            76,234          (116,821)           140,972
    Amortization of cost of insurance acquired                    633,306            468,444         1,562,162          1,402,862
    Operating expenses                                          1,309,983          1,319,472         4,189,547          4,148,933
    Interest expense                                                1,602             27,110             1,615             77,453
                                                           ---------------   ----------------   ---------------   ----------------
                                                                6,656,466          6,358,273        19,276,011         20,332,567

Gain (loss) before income taxes, minority interest
    and equity in earnings of investees                          (366,261)            71,029           629,961         (1,462,715)

Income tax credit (expense)                                        93,900            168,114           (24,854)           779,274
Minority interest in (income) loss of
    consolidated subsidiaries                                     (40,436)           (97,879)          (69,439)            17,351
                                                           ---------------   ----------------   ---------------   ----------------

Net income (loss)                                       $        (312,797)$          141,264 $         535,668 $         (666,090)
                                                           ===============   ================   ===============   ================

Basic income (loss) per share from continuing
    operations and net income (loss)                    $           (0.08)$             0.04 $            0.14 $            (0.17)
                                                           ===============   ================   ===============   ================

Diluted income (loss) per share from continuing
    operations and net income (loss)                    $           (0.08)$             0.04 $            0.14 $            (0.17)
                                                           ===============   ================   ===============   ================

Basic weighted average shares outstanding                       3,931,388          3,978,944         3,947,950          3,992,858
                                                           ===============   ================   ===============   ================

Diluted weighted average shares outstanding                     3,931,388          3,978,944         3,947,950          3,992,858
                                                           ===============   ================   ===============   ================

                            See accompanying notes.

                                    UTG, INC.
                                AND SUBSIDIARIES
            Consolidated Statement of Changes in Shareholders' Equity
            For the nine months ended September 30, 2005 (Unaudited)
- ------------------------------------------------------------------------------------------


Common stock
    Balance, beginning of year                                      $          79,315
    Change in stated value                                                    (75,350)
    Issued during year                                                              0
    Retired common shares                                                           0
    Purchase treasury shares                                                      (56)
                                                                      ----------------
    Balance, end of period                                                      3,909
                                                                      ----------------

Additional paid-in capital
    Balance, beginning of year                                             42,590,820
    Change in stated value                                                     75,350
    Issued during year                                                              0
    Retired common shares                                                           0
    Purchase treasury shares                                                 (380,972)
                                                                      ----------------
    Balance, end of period                                                 42,285,198
                                                                      ----------------

Accumulated deficit
    Balance, beginning of year                                             (4,897,572)
    Net income                                                                535,668       $         535,668
                                                                      ----------------        ----------------
    Balance, end of period                                                 (4,361,904)
                                                                      ----------------

Accumulated other comprehensive income
    Balance, beginning of year                                              6,678,542
    Other comprehensive income
      Unrealized holding loss on securities net of
        minority interest and reclassification adjustment                  (1,616,499)             (1,616,499)
                                                                      ----------------        ----------------
    Comprehensive income                                                                    $      (1,080,831)
                                                                                              ================
    Balance, end of period                                                  5,062,043
                                                                      ----------------

Total shareholders' equity, end of period                           $      42,989,246
                                                                      ================

                            See accompanying notes.


                                    UTG, INC.
                                AND SUBSIDIARIES

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

                                                                                      Nine Months Ended
                                                                                 September 30,   September 30,
                                                                                    2005              2004
                                                                               ---------------   ---------------
Increase (decrease) in cash and cash equivalents
Cash flows from operating activities:
  Net income (loss)                                                         $         535,668 $        (666,090)
  Adjustments to reconcile net income (loss) to net cash
    provided by operating activities:
      Amortization/accretion of fixed maturities                                      500,567           422,964
      Realized investment (gains) losses, net                                      (1,274,504)           68,754
      Policy acquisition costs deferred                                               (21,000)           (3,000)
      Amortization of deferred policy acquisition costs                               240,424           251,035
      Amortization of cost of insurance acquired                                    1,562,162         1,402,862
      Depreciation                                                                  1,564,800         1,148,302
      Minority interest                                                             5,369,452         1,053,783
      Change in accrued investment income                                             (47,077)          188,279
      Change in reinsurance receivables                                               477,241           489,352
      Change in policy liabilities and accruals                                       724,964         1,023,914
      Charges for mortality and administration of
        universal life and annuity products                                        (6,844,673)       (7,003,228)
      Interest credited to account balances                                         3,979,380         4,044,649
      Change in income taxes payable                                                1,563,107          (889,413)
      Change in other assets and liabilities, net                                  (2,706,626)          490,453
                                                                               ---------------   ---------------
Net cash provided by operating activities                                           5,623,885         2,022,616

Cash flows from investing activities:
  Proceeds from investments sold and matured:
    Fixed maturities held for sale                                                 23,120,537        64,444,104
    Fixed maturities matured                                                        2,932,302        13,322,714
    Equity securities                                                               2,300,000            25,570
    Mortgage loans                                                                  4,436,316         7,880,037
    Real estate                                                                       216,052           207,010
    Policy loans                                                                    2,531,059         2,047,253
                                                                               ---------------   ---------------
  Total proceeds from investments sold and matured                                 35,536,266        87,926,688
  Cost of investments acquired:
    Fixed maturities held for sale                                                 (6,260,171)      (64,159,619)
    Fixed maturities                                                                 (493,359)       (1,387,598)
    Equity securities                                                                       0        (8,033,053)
    Mortgage loans                                                                (25,406,670)       (2,626,540)
    Real estate                                                                   (16,175,252)       (4,784,262)
    Policy loans                                                                   (2,381,072)       (1,810,024)
    Short-term                                                                         (1,434)             (322)
                                                                               ---------------   ---------------
  Total cost of investments acquired                                              (50,717,958)      (82,801,418)
  Purchase of property and equipment                                                  (23,433)          (13,342)
                                                                               ---------------   ---------------
Net cash provided by (used in) investing activities                               (15,205,125)        5,111,928

Cash flows from financing activities:
  Policyholder contract deposits                                                    6,529,533         6,926,298
  Policyholder contract withdrawals                                                (4,617,984)       (5,325,686)
  Proceeds from line of credit                                                      1,500,000         2,275,000
  Purchase of treasury stock                                                         (381,028)         (240,319)
  Payments of principal on notes payable                                           (1,500,000)       (4,564,776)
                                                                               ---------------   ---------------
Net cash provided by (used in) financing activities                                 1,530,521          (929,483)
                                                                               ---------------   ---------------

Net increase (decrease) in cash and cash equivalents                               (8,050,719)        6,205,061
Cash and cash equivalents at beginning of period                                   11,859,472         8,749,727
                                                                               ---------------   ---------------
Cash and cash equivalents at end of period                                  $       3,808,753 $      14,954,788
                                                                               ===============   ===============
                            See accompanying notes.

                           UTG, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements


1. BASIS OF PRESENTATION

The accompanying  consolidated  financial  statements have been prepared by UTG,
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, 2004.

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  September 30,  2005, Mr. Correll owns or controls  directly and
indirectly approximately 66% of UTG's outstanding stock.

At September 30,  2005, consolidated  subsidiaries of UTG, Inc. were as depicted
on the following organizational chart.

On July 1, 2005, United Trust Group, Inc., an Illinois corporation,  merged with
and into its wholly-owned  subsidiary,  UTG, Inc. (UTG), a Delaware corporation,
for the purpose of effecting a change in the  Company's  state of  incorporation
from  Illinois to  Delaware.  The merger was  effected  pursuant to that certain
Agreement  and Plan of Merger  dated as of April 4, 2005,  which was approved by
the boards of directors of both UTG and United Trust Group,  Inc. The merger was
approved by the holders of two-thirds of the outstanding  shares of common stock
of United Trust Group,  Inc. at the 2005 annual meeting of  shareholders on June
15, 2005, and by the sole stockholder of UTG, Inc. on June 15, 2005.


2. INVESTMENTS

As of  September 30,  2005 and  December 31,  2004,  fixed  maturities and fixed
maturities  held  for  sale  represented  54% and  65%,  respectively,  of total
invested  assets.  As  prescribed  by the  various  state  insurance  department
statutes  and  regulations,  the  insurance  company's  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 September 30,  2005, 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 September 30,  2005 and December 31,  2004, the Company had no long-term debt
outstanding.

On November 15, 2001, UTG was extended a $ 3,300,000 line of credit ("LOC") from
the First National Bank of Tennessee ("FNBT") located in Livingston,  Tennessee.
The LOC was for a  one-year  term  from the date of  issue.  Upon  maturity  the
Company  had renewed  the LOC for  additional  terms  until  June 1,  2005.  The
interest  rate on the LOC was  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.  The Company had no borrowings  attributable  to
this LOC during 2005. In order to provide greater operational flexibility,  this
LOC was transferred to the Company's  wholly-owned insurance subsidiary upon the
June 1, 2005 maturity.

On June 1,  2005,  UG, a subsidiary  of the Company,  was extended a $ 3,300,000
line of credit from the FNBT.  The LOC was for a one-year  term from the date of
issue. The interest rate on the LOC was 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.  During the quarter  ended  September 30,
2005,  UG  had  borrowings  from  the  LOC  of  $ 1,500,000  and  repayments  of
$ 1,500,000.  At September 30,  2005, the Company had no outstanding  borrowings
attributable to this LOC.

On April 1,  2002, UTG was extended a $ 5,000,000  line of credit from Southwest
Bank of St. Louis.  The LOC expired one-year from the date of issue and has been
renewed for  additional  terms.  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 September 30,  2005, 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 2004 and 2003, the Board of Directors of UTG approved offerings under the
plan to qualified individuals.  For the years ended December 31,  2004 and 2003,
four individuals  purchased 14,440 and eight individuals purchased 58,891 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
September 30,  2005,  UTG had 89,877 shares  outstanding  that were issued under
this program with a value of $ 12.83 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 October 31,  2005, UTG has spent $ 1,542,482
in the acquisition of 233,825 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  September 30,  2005,  diluted earnings per share were the same as basic
earnings per share since 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.

On June 10,  2002 UTG and Fiserv  formed an alliance  between  their  respective
organizations to provide third party  administration (TPA) services to insurance
companies seeking business process outsourcing solutions.  Fiserv is 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  and TPA clients to "ID3",  a software  system  owned by
Fiserv to  administer  an array of life,  health  and  annuity  products  in the
insurance industry.  Fiserv 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. Also as part of this alliance,  a
liability   exists  which  is  contingent  on  the   completion  of  future  TPA
arrangements.  The balance remaining of this contingent  liability was $ 115,000
on September 30, 2005.

Also during June 2002, the Company entered into a five-year contract with Fiserv
for services  related to its purchase of the "ID3"  software  system.  Under the
contract,  the Company is  required  to pay a minimum of  $ 12,000  per month in
software  maintenance  costs and $ 5,000 per month in offsite  data center costs
for a five-year period from the date of the signing.

In the normal  course of business  the Company is involved  from time to time in
various  legal  actions and other state and federal  proceedings.  There were no
proceedings pending or threatened as of September 30, 2005.


6. OTHER CASH FLOW DISCLOSURE

On a cash basis,  the Company  paid  $ 1,615  and  $ 77,453 in interest  expense
during the first nine months of 2005 and 2004,  respectively.  The Company  paid
$ 1,755 and $ 100,000 in federal income tax during the first nine months of 2005
and 2004, respectively.


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  $ 6,900 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
              September 30, 2005                                Amount              or Benefit           Amount
              ----------------------------------------------    ----------------    -----------------    ---------------

              Unrealized holding loss during
                   period                                   $       (2,495,765) $           872,518  $       (1,622,247)
              Less: reclassification adjustment
                   for losses realized in net income                     8,843               (3,095)              5,748
                                                                ----------------    -----------------    ---------------
              Net unrealized loss                                   (2,486,922)             870,423          (1,616,499)
                                                                ----------------    -----------------    ---------------
              Other comprehensive income                    $       (2,486,922) $           870,423  $       (1,616,499)
                                                                ================    =================    ===============



9. NEW ACCOUNTING STANDARDS

The Financial  Accounting  Standards  Board ("FASB")  issued  Statement No. 154,
Accounting for Changes and Error  Corrections - a replacement of APB Opinion No.
20 and FASB  Statement No. 3. The  statement  changes the  requirements  for the
accounting  for and  reporting  of a change  in  accounting  principle.  It also
applies  to changes  required  by an  accounting  pronouncement  in the  unusual
instance that the pronouncement does not include specific transition provisions.
The statement is effective for accounting changes and corrections of errors made
in fiscal years  beginning after December 15, 2005. The Company will account for
all future changes and error  corrections in accordance with the requirements of
Statement No. 154.


10.RECLASSIFICATIONS

Certain  prior  year  amounts  have been  reclassified  to  conform  to the 2005
presentation.  Such  reclassifications  had no effect on previously reported net
income or shareholders' equity.


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

The purpose of this section is to discuss and analyze the Company's consolidated
financial condition, changes in financial position and results of operations for
the three months and nine months ended  September 30,  2005,  as compared to the
same period of 2004, of UTG and its  subsidiaries.  This discussion and analysis
supplements Management's Discussion and Analysis in Form 10-K for the year ended
December 31,  2004, and should be read in conjunction with the interim financial
statements and notes that appear  elsewhere in this report.  The Company reports
financial results on a consolidated basis. The consolidated financial statements
include the accounts of UTG and its subsidiaries at September 30, 2005.

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,  2004,  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 nine months of 2005.


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 nine
months of 2005 to the same period in 2004. 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.

The  Company's  primary  source  of  new  business  production  comes  from  the
conservation effort implemented several years ago. This effort was an attempt to
improve the persistency rate of the insurance company's policies. Several of the
customer  service  representatives  of the Company are also  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.  In 2003, the
Company  replaced its original  universal life product with a new universal life
contract  referred to as "the  Legacy".  This  product was designed for use with
several distribution  channels including the Company's own internal agents, bank
agent/employees  and through  personally  producing  general agents  "PPGA".  In
addition,  the Company has introduced  other new and updated  products in recent
periods including the Horizon Annuity and Kid Kare (a single premium, child term
policy).  The company is currently  working on  development  of a level term and
decreasing term product.  Management has no current plans to increase  marketing
efforts.  New product  development is anticipated to be utilized in conservation
efforts  and sales to  existing  customers.  Such sales are not  expected  to be
material.

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 products to compliment the existing offerings.

Net  investment  income  decreased  less than 1% when  comparing  the first nine
months of 2005 to the same period in 2004.  While  there has been a  significant
increase in the national prime rate during the last several  months,  from 4.00%
to 6.75%, this has not been the driving factor in the stability of the Company's
overall net investment  income.  Interest rates on long-term  bonds available in
the marketplace have not experienced a similar increase. During 2004, management
began to lengthen the  Company's  portfolio  while  maintaining  a  conservative
investment philosophy. As such, following an analysis of current holdings during
the first half of 2004, the Company liquidated approximately $ 64,444,000 of its
bond  portfolio  in order to limit its  interest  rate and  extension  risk.  In
addition,  there were  $ 13,322,000  in bonds that matured or were called during
the first nine months of 2004. The result of these transactions caused an excess
of cash invested in  short-term  money market funds during the first nine months
of 2004.  Although this hurt  investment  earnings in the short run, the Company
has not had to write off any investment losses due to excessive risk.

In response to the interest  rate  environment  in the bond market,  the Company
increased  its  investment  in mortgage  loans.  The  balance of  mortgage  loan
investments  increased from approximately  $ 20,722,000 at December 31,  2004 to
$ 40,395,000  at  September 30,  2005.  This has  allowed  the Company to obtain
higher yields than available in the bond market,  lengthen the overall portfolio
average life and still  maintain a  conservative  investment  portfolio.  During
2005, the Company issued $ 25,406,670 in new mortgage loans. These loans have an
average loan to value rate of 50% and an average yield of 6.26%.

More  significant  than the  change in bond  income was the  performance  of the
Company's real estate  investments during the first nine months of 2005 compared
to 2004. Net income from the Company's primary real estate holding improved more
than  $ 367,000  in  comparing  the  first  nine  months  of 2005 to  2004.  The
improvement  in real estate  investment  income is  principally  due to a higher
occupancy lease rate resulting in increased earnings in Hampshire Plaza.

Net investment  income  decreased 10% when  comparing the third quarter  results
from 2005 to the same  period in 2004.  The  decrease  in the third  quarter net
investment  income,  when  comparing  2005 with the same period in 2004,  is the
result of sales of timber in 2004 with  little  activity  in 2005.  Also,  while
significant  improvements  in the income from the Company's  primary real estate
holding have  occurred in 2005,  most of this  increase is  attributable  to the
first six months of the year.

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 were 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 gains of $ 1,274,504 in the first nine months of
2005 compared to net realized  investment losses of $ 68,754 for the same period
in 2004. The net realized gains in 2005 were primarily the result of the sale of
2,216,776  shares of common stock owned of BNL  Financial  Corporation  ("BNL").
These shares represented  approximately  10.57% of the then current  outstanding
shares of BNL and represent  all shares owned by UG. The shares were  reacquired
by the issuing  entity for an agreed upon sales  price of  $ 2,300,000.  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.  A quarterly  comparison shows realized  investment gains of $ 32,223
for the quarterly  period ended  September  30, 2005,  and $ 24,000 for the same
period in 2004.  The net  realized  gain  during  the third  quarter  of 2005 is
primarily attributable to the gain from the sale of one parcel real estate.

Other income  increased 45% when  comparing the first nine months of 2005 to the
same period in 2004. Other income increased 87% when comparing the third quarter
of 2005 to the same  period in 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 policy  applications  processed  and  agent  administration.
During the first nine months of 2005 and 2004,  the Company  received  $ 693,818
and $ 444,364  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 insurance provider that provides approximately $ 300,000 in gross annual
revenue for these  services.  The  agreement  began during the third  quarter of
2004.  In  addition,  Company  will begin  providing  additional  administrative
services for this insurance  provider on November 1, 2005 that will increase the
annual revenue by  approximately  $ 300,000.  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  6% in the first  nine  months of 2005  compared  to the same
period  in 2004.  These  expenses  increased  8% for the third  quarter  of 2005
compared to the same period in 2004. Policy claims decreased $ 1,838,000 for the
first nine months of 2005  compared to the same  period in 2004.  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 nine  months of 2005 to the same period in
2004.  Consequently,  the change in  reserves  decreased  due to a  leveling  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
$ 134,611  and  $ 257,793  for the three and nine months of 2005 compared to the
same period in 2004,  respectively.  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 the Company
discontinued its association  with most of its agency force.  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 increased slightly in the first nine months of 2005 compared
to the same period in 2004.  The  increase in  expenses is due  primarily  to an
increase  in  information   technology  costs  and  additional  personnel  costs
associated  with the increase in TPA revenues.  Excluding  these expense  items,
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.  Operating  expenses decreased
slightly in the third quarter of 2005 compared to the same period in 2004.

Interest expense  decreased 98% in the first nine months of 2005 compared to the
same  period in 2004.  The  Company  repaid all  outside  debt in 2004,  through
operating  cash  flows  and  dividends  received  from  its  subsidiary  UG.  At
September 30,  2005,  UTG had no debt  outstanding.  The Company paid $ 1,602 in
interest during the third quarter of 2005 due to utilization of its LOC.

(c)  Net income

The  Company  had net  income of $  535,668  in the  first  nine  months of 2005
compared to a net loss of $ 666,090 for the same period in 2004.  The net income
in 2005 was mainly attributable to the gain from the sale of the common stock of
BNL  during  the  second  quarter  of  2005.  The net  loss in 2004  was  mainly
attributable to the decrease in investment income and premium income.


Financial Condition

The financial  condition of the Company has declined  since  December 31,  2004.
Total   shareholders'   equity   decreased   approximately   $ 1,462,000  as  of
September 30,  2005 compared to December 31,  2004. The decrease is attributable
to the decline in market value of equity and bond  investments of  approximately
$ 1,616,000,  net of deferred taxes,  that was included in the accumulated other
comprehensive  income.  This  decline  was  partially  offset  by the gain  from
operations  described above. The Company purchased treasury shares in the amount
of $ 381,028, which decreased shareholders' equity.

Investments represent approximately 81% and 78% of total assets at September 30,
2005 and  December 31,  2004,  respectively.  Accordingly,  investments  are the
largest  asset group of the  Company.  The  Company's  insurance  subsidiary  is
regulated by insurance  statutes and  regulations  as to the type of investments
that it is  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  September 30,  2005, 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  two  principal  needs  for  cash  - the  insurance  company's
contractual  obligations to policyholders and the payment of operating expenses.
Cash and cash equivalents as a percentage of total assets were  approximately 1%
and 4% as of September 30,  2005, and  December 31,  2004,  respectively.  Fixed
maturities as a percentage of total assets were  approximately 44% and 50% as of
September 30, 2005 and December 31, 2004, respectively.

Net cash provided by operating  activities was  $ 5,623,885  and $ 2,022,616 for
the nine months ending September 30, 2005 and 2004, respectively.

Sources of operating cash flows of the Company, as with most insurance entities,
is  comprised  primarily  of premiums  received on life  insurance  products and
income earned on investments.  Uses of operating cash flows consist primarily of
payments of benefits to policyholders and beneficiaries and operating expenses.

Premiums received have shown a steady decline  historically,  as the Company has
not actively  marketed new products in several years.  Sources of operating cash
flows  increased  approximately  $ 1,970,000  in 2005  compared  to  2004,  with
investment gains representing  almost all of the increase.  See discussion under
results of operations - revenues for a more  detailed  discussion of the changes
in premiums and investment income.

The decline in operating cash sources has  historically  been offset by declines
in policy  benefits  payments.  Cash  payments  for death claims  represent  the
largest  component  of uses of cash  within  policy  benefits.  The  decline  in
operating  cash  sources  has  historically  been  offset by  declines in policy
benefits  payments.   Uses  of  operating  cash  flows  declined   approximately
$ 1,060,000  in 2005 compared to 2004.  This decline is the result of a decrease
in policy  benefit  payments.  See  discussion  under  results of  operations  -
expenses for a more  detailed  discussion  of changes in operating  expenses and
policy benefits.

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 used in investing  activities  was  $ (15,205,125)  for the  nine-month
period ending September 30, 2005. Net cash provided by investing  activities was
$ 5,111,928  for the  nine-month  period  ending  September  30, 2004.  The most
significant  aspect of cash  provided by or used in investing  activities is the
fixed maturity  transactions.  The Company had fixed maturities in the amount of
$ 23,120,537 and $ 64,444,104  that sold and matured in the first nine months of
2005  and  2004,  respectively.  This  is in  addition  to the  $ 2,932,302  and
$ 13,322,714  of the held to maturity  securities that matured in the first nine
months  of 2005 and 2004,  respectively.  In  addition,  the  Company  purchased
$ 6,753,530 and $ 65,547,217 of fixed maturities in 2005 and 2004, respectively.
Also, the investment in mortgage loans  increased from  $ 2,626,540 in the first
nine  months of 2004 to  $ 25,406,670  in the same  period of 2005.  The Company
invested  $ 16,175,252  in real  estate  during the first  nine  months of 2005,
compared to $ 2,626,540 for the same period of 2004.

Net cash provided by financing  activities  was  $ 1,530,521  for the nine month
period ending  September  30, 2005.  Net cash used in financing  activities  was
$ (929,483)  for the nine month period ending  September 30, 2004.  Policyholder
contract deposits  decreased 6% in the first nine months of 2005 compared to the
same period in 2004.  Policyholder  contract  withdrawals  decreased  13% in the
first nine months of 2005 compared to the same period in 2004.

At September 30, 2005 and 2004, the Company had no short-term debt outstanding.

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  September 30,  2005,  substantially  all of the
consolidated shareholders equity represents net assets of its subsidiaries.  The
Company's  insurance  subsidiary has maintained  adequate  statutory capital and
surplus and has 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,
2004 UG's total  statutory  capital and surplus  amounted  to  $ 21,860,401.  At
December 31,  2004,  UG had a  statutory  loss  from  operations  of  $ 762,152.
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.


Regulatory Environment

In March 2005,  UTG's Board of Directors  adopted a proposal to change the state
of incorporation of UTG from Illinois to Delaware by merging UTG with and into a
wholly-owned  Delaware subsidiary (the "reincorporation  merger").  The Board of
Directors and management of UTG believe that  reincorporation  to Delaware would
be  beneficial  to  the  Company   because   Delaware   corporate  law  is  more
comprehensive,   widely  used  and  extensively  interpreted  than  other  state
corporate laws,  including  Illinois corporate law. The  reincorporation  merger
will effect only a change in UTG's legal domicile and certain other changes of a
legal nature.  It will not result in any change in UTG's  business,  management,
fiscal year, assets or liabilities or location of its principal  facilities.  At
the  2005  annual  meeting  of  shareholders,   the  shareholders  approved  the
reincorporation merger to be effective July 1, 2005.


Accounting Developments

The Financial  Accounting  Standards  Board ("FASB")  issued  Statement No. 154,
Accounting for Changes and Error  Corrections - a replacement of APB Opinion No.
20 and FASB  Statement No. 3. The  statement  changes the  requirements  for the
accounting  for and  reporting  of a change  in  accounting  principle.  It also
applies  to changes  required  by an  accounting  pronouncement  in the  unusual
instance that the pronouncement does not include specific transition provisions.
The statement is effective for accounting changes and corrections of errors made
in fiscal years  beginning after December 15, 2005. The Company will account for
all future changes and error  corrections in accordance with the requirements of
Statement No. 154.


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's  exposure to interest  rate changes  results  from a  significant
holding of fixed maturity  investments and mortgage loans on real estate, all of
which   comprised   approximately   70%  of  the  investment   portfolio  as  of
September 30,  2005. These investments are mainly exposed to changes in treasury
rates.  The  fixed  maturities   investments   include  U.S.  government  bonds,
securities issued by government  agencies,  mortgage-backed  bonds and corporate
bonds. Approximately 79% of the fixed maturities owned at September 30, 2005 are
instruments  of the United States  government  or are backed by U.S.  government
agencies or private  corporations  carrying  the  implied  full faith and credit
backing of the U.S. government.

To manage interest rate risk, the Company performs periodic projections of asset
and  liability  cash  flows  to  evaluate  the  potential   sensitivity  of  the
investments and liabilities.  Management assesses interest rate sensitivity with
respect  to  the   available-for-sale   fixed   maturities   investments   using
hypothetical  test  scenarios  that assume either  upward or downward  100-basis
point shifts in the prevailing  interest rates.  The following  tables set forth
the  potential  amount of  unrealized  gains  (losses)  that  could be caused by
100-basis  point  upward and  downward  shifts on the  available-for-sale  fixed
maturities investments as of September 30, 2005:


        Decreases in Interest Rates                Increases in Interest Rates
        ----------------------- ------------------ ----------------- ---------------------- -----------------------
              200 Basis               100 Basis          100 Basis         200 Basis              300 Basis
                Points                  Points             Points            Points                 Points
        ----------------------- ------------------ ----------------- ---------------------- -----------------------
             $ 6,186,000             $ 3,793,000        $ (6,452,000)     $ (11,819,000)         $ (17,041,000)
        ----------------------- ------------------ ----------------- ---------------------- -----------------------

While the test scenario is for  illustrative  purposes only and does not reflect
our  expectations   regarding  future  interest  rates  or  the  performance  of
fixed-income  markets,  it is a near-term  change that illustrates the potential
impact of such events. Due to the composition of the Company's book of insurance
business,  management  believes it is unlikely that the Company would  encounter
large  surrender  activity due an interest  rate  increase  that would force the
disposal of fixed maturities at a loss.

There are no fixed maturities or other investment that management  classifies as
trading instruments. At September 30,  2005 and December 31, 2004, there were no
investments in derivative instruments.

The Company had no long-term debt, capital lease obligations, material operating
lease obligations or purchase obligations outstanding as of September 30, 2005.

Future policy  benefits  reflected as  liabilities of the Company on its balance
sheet as of September 30,  2005, represent actuarial estimates of liabilities of
future  policy  obligations  such as  expected  death  claims  on the  insurance
policies  in force as of the  financial  reporting  date.  The  following  table
provides information about the Company's estimated future policy obligations.

     ---------------------------- ----------------- ---------------- ----------------- ----------------- ----------------
                                       2006              2007             2008              2009              2010
     ---------------------------- ----------------- ---------------- ----------------- ----------------- ----------------

     ---------------------------- ----------------- ---------------- ----------------- ----------------- ----------------
       Future policy benefits           $17,200           $17,200          $17,200           $17,200           $17,200
     ---------------------------- ----------------- ---------------- ----------------- ----------------- ----------------

These are  estimates of future policy  benefits  presented are based on historic
trend analysis and actuarially  determined  estimates of future results.  Actual
results could vary  significantly  from these estimates  resulting in a material
impact on the Company's liquidity and financial condition.


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.

NONE

ITEM 5. OTHER INFORMATION.

NONE

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

   11. Exhibits

Exhibit Number             Description

     2.1  Articles  of  Merger  of  United  Trust  Group,   Inc.,   An  Illinois
          Corporation with and into UTG, Inc., A Delaware  Corporation  dated as
          of July 1, 2005, including exhibits thereto.

     3.1  Articles  of  Incorporation  of  the  Registrant  and  all  amendments
          thereto.

     3.2  By-Laws for the Registrant and all amendments thereto.

     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

   12. REPORTS ON FORM 8-K

On July 1,  2005,  UTG filed a report on Form 8-K  regarding  Item 3.03 Material
Modification to Rights of Security Holders.  The information reported in the 8-K
discussed  the  merger of the  United  Trust  Group,  Inc.  (UTG),  an  Illinois
corporation,  with and into its wholly-owned subsidiary, UTG, Inc. (UTG, Inc), a
Delaware  corporation,  for the purpose of  effecting a change in the  Company's
state of incorporation from Illinois to Delaware.

On  September 21,  2005,  UTG  filed a report  on Form 8-K  regarding  Item 4.01
Changes in Registrant's  Certifying Accountant.  The information reported in the
8-K discussed the dismissal of the Registrant's  independent  registered  public
account firm effective at the conclusion of its review of the Registrant's third
quarter financial statements.


                                   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.




                                   UTG, INC.
                                  (Registrant)










Date:   November 9, 2005                   By  /s/ Randall L. Attkisson

                                               Randall L. Attkisson
                                               President, Chief Operating Officer
                                                  and Director








Date:   November 9, 2005                   By  /s/ Theodore C. Miller

                                               Theodore C. Miller
                                               Senior Vice President
                                                  and Chief Financial Officer





                                 EXHIBIT INDEX



Exhibit Number             Description


     2.1  Articles  of  Merger  of  United  Trust  Group,   Inc.,   An  Illinois
          Corporation with and into UTG, Inc., A Delaware  Corporation  dated as
          of July 1, 2005, including exhibits thereto.

     3.1  Articles  of  Incorporation  of  the  Registrant  and  all  amendments
          thereto.

     3.2  By-Laws for the Registrant and all amendments thereto.

     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

EX-2

                                                                     EXHIBIT 2.1

                          AGREEMENT AND PLAN OF MERGER

                                       OF

                                   UTG, INC.
                            (A Delaware Corporation)

                                      AND

                            UNITED TRUST GROUP, INC.
                           (An Illinois Corporation)

     THIS  AGREEMENT  AND  PLAN OF  MERGER,  dated  as of  April  4,  2005  (the
"Agreement"),  is made by and between UTG, Inc., a Delaware corporation ("United
Delaware"),  and United  Trust Group,  Inc.,  an Illinois  corporation  ("United
Illinois"). United Delaware and United Illinois are sometimes referred to herein
as the "Constituent Corporations."

                                    RECITALS

     A. United  Illinois is a corporation  duly organized and existing under the
laws of the State of Illinois. On the date hereof, the total number of shares of
Common Stock of United Illinois (the "United Illinois Common Stock"), authorized
to be issued is 7,000,000  and the total number of shares of Preferred  Stock of
United Illinois (the "United Illinois  Preferred Stock") authorized to be issued
is 150,000.

     B. United  Delaware is a corporation  duly organized and existing under the
laws of the State of Delaware. On the date hereof, the total number of shares of
Common Stock,  $.001 par value per share (the "United  Delaware  Common  Stock")
authorized  to be  issued  is  7,000,000,  and the  total  number  of  shares of
Preferred  Stock,  $.001 par value per share  (the  "United  Delaware  Preferred
Stock") authorized to be issued is 150,000.  The United Delaware Preferred Stock
is undesignated as to series, rights, preferences,  privileges, or restrictions.
As of the date hereof,  100 shares of United  Delaware  Common Stock were issued
and  outstanding,  all of which were held by United  Illinois,  and no shares of
United Delaware Preferred Stock were issued and outstanding.

     C. United Delaware is a wholly owned subsidiary of United Illinois.

     D. The Board of Directors of United  Illinois has determined  that, for the
purpose of  effecting  the  reincorporation  of United  Illinois in the State of
Delaware,  it is advisable and in the best interests of United  Illinois and its
shareholders  that United  Illinois merge with and into United Delaware upon the
terms and conditions provided herein.

     E. The  respective  Boards of  Directors  of  United  Delaware  and  United
Illinois  have  approved and adopted this  Agreement and have directed that this
Agreement  be submitted to a vote of their sole  stockholder  and  shareholders,
respectively, and executed by the undersigned officers.

     F. The  Merger  (as  hereinafter  defined)  is  intended  to  qualify  as a
reorganization described in Section 368(a) of the Internal Revenue Code of 1986,
as amended.

     NOW, THEREFORE, in consideration of the mutual agreements and covenants set
forth herein,  United Delaware and United Illinois hereby agree,  subject to the
terms and conditions hereinafter set forth, as follows:


                                   ARTICLE I

                                     MERGER

     1.1 Merger.

     In accordance with the provisions of this Agreement,  the Delaware  General
Corporation  Law (the "DGCL") and the  Illinois  Business  Corporation  Act (the
"IBCA"),  United  Illinois  shall be merged with and into United  Delaware  (the
"Merger"),  the separate  existence of United  Illinois shall cease,  and United
Delaware  shall survive the Merger and shall continue to be governed by the laws
of the State of Delaware. United Delaware shall be, and is sometimes referred to
herein as, the "Surviving  Corporation."  The name of the Surviving  Corporation
shall be UTG, Inc.

     1.2 Filing and Effectiveness.

     The Merger shall become  effective  when the  following  actions shall have
been completed:

          (a) this Agreement and the Merger shall have been adopted and approved
     by each Constituent  Corporation in accordance with the requirements of the
     DGCL and the IBCA;

          (b) all of the conditions  precedent to the consummation of the Merger
     specified in this Agreement shall have been satisfied or duly waived by the
     party entitled to satisfaction thereof;

          (c) an  executed  Certificate  of  Ownership  and Merger  meeting  the
     requirements  of the DGCL shall have been filed with the Secretary of State
     of the State of Delaware (the "Delaware Certificate"); and

          (d) executed  articles of merger,  as provided in the IBCA, shall have
     been filed with the Secretary of State of the State of Illinois.

     The date and time when the Merger shall become effective,  as aforesaid, is
herein called the "Effective Date of the Merger."


     1.3 Effect of the Merger.

          Upon the  Effective  Date of the Merger,  the  separate  existence  of
     United  Illinois  shall  cease  and  United  Delaware,   as  the  Surviving
     Corporation shall:

     (i)  continue to possess all of its assets,  rights, powers and property as
          constituted immediately prior to the Effective Date of the Merger;

     (ii) be subject to all actions previously taken by its and United Illinois'
          Boards of Directors;

     (iii)succeed,  without other transfer, to all of the assets, rights, powers
          and property of United  Illinois in the manner more fully set forth in
          Section 259 of the DGCL;

     (iv) continue  to  be  subject  to  all  of  the  debts,   liabilities  and
          obligations of United Delaware as constituted immediately prior to the
          Effective Date of the Merger; and

     v)   succeed,  without other transfer, to all of the debts, liabilities and
          obligations  of  United (  Illinois  in the same  manner  as if United
          Delaware had itself  incurred  them,  all as more fully provided under
          the applicable provisions of the DGCL and the IBCA.


                                   ARTICLE II

                   CHARTER DOCUMENTS, DIRECTORS AND OFFICERS

     2.1 Certificate of Incorporation.

     The  Certificate  of   Incorporation   of  United  Delaware  as  in  effect
immediately  prior to the  Effective  Date of the Merger shall  continue in full
force  and  effect  as  the  Certificate  of   Incorporation  of  the  Surviving
Corporation  until duly amended in accordance  with the  provisions  thereof and
applicable law.

     2.2 By-Laws.

     The  By-Laws  of  United  Delaware  as in effect  immediately  prior to the
Effective  Date of the  Merger  shall  continue  in full force and effect as the
By-Laws of the Surviving  Corporation  until duly amended in accordance with the
provisions thereof and applicable law.

     2.3 Directors and Officers.

     The  directors  and officers of United  Illinois  immediately  prior to the
Effective  Date  of the  Merger  shall  be the  directors  and  officers  of the
Surviving  Corporation  until their  successors shall have been duly elected and
qualified  or  until  as  otherwise   provided  by  law,  the   Certificate   of
Incorporation  of the  Surviving  Corporation  or the  By-Laws of the  Surviving
Corporation.


                                  ARTICLE III

                         MANNER OF CONVERSION OF STOCK

     3.1 United Illinois Common Stock.

     Upon the Effective Date of the Merger, each share of United Illinois Common
Stock, issued and outstanding  immediately prior thereto shall, by virtue of the
Merger and without  any action by either of the  Constituent  Corporations,  the
holder of such shares or any other person,  be converted  into and exchanged for
one (1) fully  paid and  nonassessable  share of Common  Stock of the  Surviving
Corporation.

     3.2 United Illinois Employee Benefit Plans.

     Upon the  Effective  Date of the Merger,  the Surviving  Corporation  shall
assume  and  continue  any and all  stock  option,  stock  incentive  and  other
equity-based award plans heretofore adopted by United Illinois (individually, an
"Equity  Plan" and,  collectively,  the "Equity  Plans"),  and shall reserve for
issuance  under each  Equity Plan a number of shares of United  Delaware  Common
Stock equal to the number of shares of United  Illinois Common Stock so reserved
immediately prior to the Effective Date of the Merger.  Each unexercised  option
or other right to purchase  United  Illinois  Common Stock  granted under and by
virtue of any such Equity  Plan which is  outstanding  immediately  prior to the
Effective  Date of the Merger  shall,  upon the  Effective  Date of the  Merger,
become an option or right to purchase  United Delaware Common Stock on the basis
of one share of United  Delaware  Common Stock for each share of United Illinois
Common Stock issuable  pursuant to any such option or stock purchase right,  and
otherwise  on the same terms and  conditions  and at an exercise  or  conversion
price per share equal to the exercise or conversion  price per share  applicable
to any  such  United  Illinois  option  or  stock  purchase  right.  Each  other
equity-based  award relating to United  Illinois Common Stock granted or awarded
under any of the Equity  Plans  which is  outstanding  immediately  prior to the
Effective  Date of the Merger  shall,  upon the  Effective  Date of the  Merger,
become an award  relating to United  Delaware  Common  Stock on the basis of one
share of United  Delaware  Common Stock for each share of United Illinois Common
Stock to which such award relates and otherwise on the same terms and conditions
applicable to such award immediately prior to the Effective Date of the Merger.


     3.3 United Delaware Common Stock.

     Upon the Effective Date of the Merger, each share of United Delaware Common
Stock issued and outstanding  immediately  prior thereto shall, by virtue of the
Merger and without any action by United  Delaware,  the holder of such shares or
any other  person,  be canceled  and  returned to the status of  authorized  but
unissued shares.

     3.4 Exchange of Certificates.

          (a)  After  the  Effective  Date  of the  Merger,  each  holder  of an
     outstanding  certificate  representing United Illinois Common Stock may, at
     such  holder's  option,  surrender the same for  cancellation  to our Stock
     Transfer  Department,  as exchange agent (the "Exchange  Agent"),  and each
     such holder shall be entitled to receive in exchange therefor a certificate
     or  certificates  representing  the  number  of  shares  of  the  Surviving
     Corporation's Common Stock into which the surrendered shares were converted
     as  provided  herein.  Unless and until so  surrendered,  each  outstanding
     certificate theretofore representing shares of United Illinois Common Stock
     shall be deemed for all purposes to  represent  the number of shares of the
     Surviving  Corporation's  Common  Stock into  which  such  shares of United
     Illinois Common Stock were converted in the Merger.

          (b) The  registered  owner on the books and  records of the  Surviving
     Corporation  or the Exchange  Agent of any shares of stock  represented  by
     such outstanding  certificate shall, until such certificate shall have been
     surrendered  for transfer or conversion  or otherwise  accounted for to the
     Surviving  Corporation  or the  Exchange  Agent,  have and be  entitled  to
     exercise  any  voting  and other  rights  with  respect  to, and to receive
     dividends  and other  distributions  upon the shares of Common Stock of the
     Surviving  Corporation  represented  by, such  outstanding  certificate  as
     provided above.

          (c)  Each  certificate  representing  Common  Stock  of the  Surviving
     Corporation  so issued in the Merger shall bear the same  legends,  if any,
     with respect to the restrictions on  transferability as the certificates of
     United  Illinois  so  converted  and given in  exchange  therefore,  unless
     otherwise determined by the Board of Directors of the Surviving Corporation
     in compliance  with applicable  laws, or other such  additional  legends as
     agreed upon by the holder and the Surviving Corporation.

          (d) If any certificate for shares of the Surviving  Corporation  stock
     is to be  issued  in a name  other  than  that  in  which  the  certificate
     surrendered in exchange therefor is registered,  it shall be a condition of
     issuance thereof: (i) that the certificate so surrendered shall be properly
     endorsed and otherwise in proper form for transfer; (ii) that such transfer
     otherwise be proper and comply with applicable  securities  laws; and (iii)
     that the person  requesting such transfer pay to the Surviving  Corporation
     or the  Exchange  Agent any  transfer or other  taxes  payable by reason of
     issuance  of  such  new  certificate  in a  name  other  than  that  of the
     registered  holder  of the  certificate  surrendered  or  establish  to the
     satisfaction of the Surviving Corporation that such tax has been paid or is
     not payable.


                                   ARTICLE IV

                                    GENERAL

     4.1 Covenants of United Delaware.

     United  Delaware  covenants  and  agrees  that it will,  on or  before  the
Effective Date of the Merger:

          (a) qualify to do business  as a foreign  corporation  in the State of
     Illinois  and in  connection  therewith  irrevocably  appoint  an agent for
     service of process as required under the provisions of the IBCA;

          (b) file any and all documents  necessary for the assumption by United
     Delaware of all of the tax liabilities of United Illinois;

          (c) file the Delaware  Certificate  with the Secretary of State of the
     State of Delaware;

          (d) file  articles of merger with the  Secretary of State of the State
     of Illinois; and

          (e) take all such other actions as may be required by the DGCL and the
     IBCA to effect the Merger.

     4.2 Covenants of United Illinois.

     United  Illinois  covenants  and  agrees  that it will,  on or  before  the
Effective Date of the Merger,  take all such other actions as may be required by
the DGCL and the IBCA to effect the Merger.

     4.3 Further Assurances.

     From time to time, as and when required by the Surviving  Corporation or by
its  successors  or assigns,  there shall be executed and delivered on behalf of
United  Illinois such deeds and other  instruments,  and there shall be taken or
caused to be taken by the Surviving Corporation and United Illinois such further
and other  actions  as shall be  appropriate  or  necessary  in order to vest or
perfect in or conform of record or otherwise by the Surviving  Corporation,  the
title  to and  possession  of  all  the  property,  interests,  assets,  rights,
privileges,  immunities, powers, franchises and authority of United Illinois and
otherwise  to carry out the  purposes of this  Agreement,  and the  officers and
directors of the Surviving  Corporation are fully  authorized in the name and on
behalf of United  Illinois or  otherwise  to take any and all such action and to
execute and deliver any and all such deeds and other instruments.

     4.4 Abandonment.

     At any time before the Effective Date of the Merger,  this Agreement may be
terminated  and the Merger may be  abandoned  for any reason  whatsoever  by the
Board of  Directors  of either  United  Illinois  or United  Delaware,  or both,
notwithstanding  the approval of this  Agreement by the  shareholders  of United
Illinois or the sole stockholder of United Delaware or both.

     4.5 Amendment.

     The Boards of  Directors  of the  Constituent  Corporations  may amend this
Agreement at any time prior to the filing of this  Agreement (or  certificate in
lieu  thereof)  with the  Secretaries  of State of the  States of  Delaware  and
Illinois,  provided  that an amendment  made  subsequent to the adoption of this
Agreement  by the  stockholders  of either  Constituent  Corporation  shall not,
unless approved by the  stockholders as required by law: (i) alter or change the
amount  or kind of  shares,  securities,  cash,  property  and/or  rights  to be
received in  exchange  for or on  conversion  of all or any of the shares of any
class or series thereof of such  Constituent  Corporation;  (ii) alter or change
any term of the Certificate of Incorporation of the Surviving  Corporation to be
effected by the Merger; or (iii) alter or change any of the terms and conditions
of this  Agreement,  if such  alteration  or change would  adversely  affect the
holders of any class or series of capital stock of any Constituent Corporation.

     4.6 Agreement.

     Executed copies of this Agreement will be on file at the principal place of
business of the Surviving  Corporation at 5250 South Sixth Street,  Springfield,
Illinois 62703.

     4.7 Governing Law.

     This Agreement shall in all respects be construed, interpreted and enforced
in accordance with and governed by the laws of the State of Delaware and, so far
as applicable, the merger provisions of the IBCA.

     4.8 Counterparts.

     This  Agreement may be executed in  counterparts  (including by facsimile),
each of which  shall be deemed  to be an  original  and all of which,  together,
shall constitute the same instrument.



     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first written above.


                                UNITED TRUST GROUP, INC.
                                an Illinois corporation

                                By:

                                ___/s/ Theodore C. Miller___________________
                                Name: Theodore C. Miller

                                Title:  Senior Vice President


                                UTG, INC.
                                a Delaware corporation

                                By:

                                ___/s/ Theodore C. Miller____________________
                                Name:  Theodore C. Miller

                                Title:  Senior Vice President

EX-3.(I)

                                                                     EXHIBIT 3.1

                          CERTIFICATE OF INCORPORATION
                                       OF
                                   UTG, INC.

1.   Name.  The name of the  corporation is UTG, Inc.  (hereinafter  the or this
     "Corporation").

2.   Registered   Office;   Registered  Agent.  The  registered  office  of  the
     Corporation in the State of Delaware is 2711  Centerville  Road, Suite 400,
     New Castle County, Wilmington,  Delaware 19808. The Registered Agent at the
     same address is Corporation Service Company.

3.   Purpose.  The purpose of the  Corporation is to engage in any lawful act or
     activity  for which a  corporation  may be  organized  under  the  Delaware
     General Corporation Law.

4.   Capital Stock.

          A. Classes of Stock.  The  Corporation  is authorized to issue two (2)
          classes of stock designated, respectively, "Common Stock" (the "Common
          Stock") and  "Preferred  Stock"  (the  "Preferred  Stock").  The total
          number of shares which the Corporation is authorized to issue is Seven
          Million One Hundred Fifty Thousand (7,150,000),  each with a par value
          of $0.001 per share, of which Seven Million  (7,000,000)  shares shall
          be Common Stock and One Hundred Fifty Thousand  (150,000) shares shall
          be Preferred Stock.

          The  following  is a  statement  of the  designations  and the powers,
          privileges  and  rights,  and  the   qualifications,   limitations  or
          restrictions  thereof in respect of each class of capital stock of the
          Corporation.

          B. Common Stock.  The holders of the Common Stock shall be entitled to
          receive such dividends as the Board of Directors may declare from time
          to  time,  provided  that  any  and  all  preferred  dividends  on the
          Preferred Stock for the then current quarter have been theretofore set
          aside or paid,  and all prior  quarterly  dividends  on the  Preferred
          Stock have been paid in full. Upon the liquidation of the Corporation,
          the holders of the Common Stock shall receive,  share and share alike,
          all of the net assets of the  Corporation  remaining after the payment
          of the  liquidation  preference  payable with respect to the Preferred
          Stock.  The  Common  Stock  shall  not be  subject  to  redemption  or
          retirement.  Each holder of the Common  Stock shall be entitled to one
          vote for each share of such stock standing in his name on the books of
          the  Corporation.  The  holders  of the  Common  Stock  shall not have
          cumulative voting rights in the election of directors.

          C. Preferred Stock.

               [1]. Rank. The Preferred Stock is senior to the Common Stock, and
               the Common Stock is subject to the rights and  preferences of the
               Preferred Stock as hereinafter set forth.

               [2]. Series.  The Preferred Stock may be issued from time to time
               in one or  more  series  in  any  manner  permitted  by  law,  as
               determined from time to time by the Board of Directors and stated
               in the  resolution or  resolutions  providing for the issuance of
               such  stock  adopted  by  the  Board  of  Directors  pursuant  to
               authority  hereby  vested in it, each series to be  appropriately
               designated,  prior to the issuance of any shares thereof, by some
               distinguishing  letter or number.  All  shares of each  series of
               Preferred Stock shall be alike in every particular  (except as to
               the dates from which  dividends  shall  commence to accrue).  All
               shares of  Preferred  Stock  shall be of equal  rank and have the
               same powers,  preferences and rights, and shall be subject to the
               same  qualifications,   limitations,  and  restrictions,  without
               distinction  between  the  shares of  different  series  thereof,
               except only in regard to the following particulars,  which may be
               different in different series:

                    [a]. dates from  which  such  dividends  shall  commence  to
                         accrue;

                    [b]. the amount or amounts payable upon  redemption  thereof
                         and the manner in which the same may be redeemed;

                    [c]. the amount or amounts  payable to holders  thereof upon
                         any voluntary or involuntary liquidation,  dissolution,
                         or winding up of the Corporation;

                    [d]. the provisions relative to a sinking fund, if any, with
                         respect thereto;

                    [e]. terms and rates of conversion or exchange  thereof,  if
                         convertible or exchangeable; and

                    [f]. the provisions as to voting rights, if any;

     provided that if the stated  dividends and amounts  payable on  liquidation
     are not paid in full, the shares of all series of the Preferred Stock shall
     share ratably in the payment of dividends including  accumulation,  if any,
     in  accordance  with the sums which  would be payable on such shares if all
     dividends were declared and paid in full, and in any distribution of assets
     other than by way of dividends in  accordance  with the sums which would be
     payable on such distribution if all sums payable were discharged in full.

     The designation of each particular  series of Preferred Stock and its terms
     in respect of the foregoing  particulars  shall be fixed and  determined by
     the Board of  Directors  in any manner  permitted  by law and stated in the
     resolution or resolutions  providing for the issuance of such stock adopted
     by the Board of Directors pursuant to authority hereby vested in it, before
     any  shares of such  series are  issued,  and shall be set forth in full or
     summarized  on the  stock  certificates  for  such  series.  The  Board  of
     Directors may from time to time increase the number of shares of any series
     of Preferred Stock already created by providing that any unissued shares of
     Preferred Stock shall constitute part of such series,  or may decrease (but
     not below the  number of shares  thereof  then  outstanding)  the number of
     shares of any series of Preferred  Stock already  created by providing that
     any  unissued  shares  previously  assigned to such series  shall no longer
     constitute  part  thereof.  The Board of Directors  is hereby  empowered to
     classify or reclassify any unissued  Preferred  Stock by fixing or altering
     the terms  thereof  in respect of the  above-mentioned  particulars  and by
     assigning the same to an existing or newly created series from time to time
     before the issuance of such stock.

          [3]. Dividends. The holders of Preferred Stock of each series shall be
          entitled  to  receive,  out of any  funds  legally  available  for the
          purpose,  when  and  as  declared  by the  Board  of  Directors,  cash
          dividends  thereon  at such  rate  per  annum  as  shall  be  fixed by
          resolution  of the Board of Directors  for such  series,  and no more,
          payable as  determined  by the Board of  Directors  in the  resolution
          creating  such  series.   Such   dividends   shall  be  cumulative  or
          non-cumulative,  as determined by the Board of Directors in fixing the
          rights and  preferences  of such series,  and if  cumulative  shall be
          deemed to accrue from day to day  regardless  of whether or not earned
          or declared,  and shall  commence to accrue with respect to each share
          of  Preferred  Stock  from  such  date or dates as may be fixed by the
          Board of Directors prior to the issue thereof.

     In no event, so long as any Preferred Stock shall remain outstanding, shall
     any dividend  whatsoever  (other than a dividend payable in shares of stock
     ranking  junior to the  Preferred  Stock as to the dividends and assets) be
     declared  or paid upon,  nor shall any  distribution  be made or ordered in
     respect of, the Common  Stock or any class of stock  ranking  junior to the
     Preferred Stock as to dividends or assets, nor shall any moneys (other than
     the net  proceeds  received  from the sale of stock  ranking  junior to the
     Preferred  Stock as to dividends and assets) be set aside for or applied to
     the purchase or redemption  (through a sinking fund or otherwise) of shares
     of  Common  Stock or of any  other  class of stock  ranking  junior  to the
     Preferred Stock as to dividends or assets, unless

               [a]. all dividends on the Preferred  Stock of all series for past
               dividend  periods  shall have been paid and the full  dividend on
               all  outstanding  shares of Preferred Stock of all series for the
               then current dividend period shall have been paid or declared and
               set apart for payment; and

               [b]. the  Corporation  shall have set aside all amounts,  if any,
               theretofore required to be set aside as and for sinking funds, if
               any, for the  Preferred  Stock of all series for the then current
               year,  and all  defaults,  if any,  in  complying  with  any such
               sinking fund requirements in respect of previous years shall have
               been made good.

          [4].  Redemption.  The  Corporation,  at the  option  of the  Board of
          Directors,  may at any time redeem the whole, or from time to time may
          redeem any part of any series of Preferred Stock by paying therefor in
          cash the  amount  which  shall  have been  determined  by the Board of
          Directors,  in the resolution or resolutions  authorizing such series,
          to be  payable  upon  the  redemption  of such  shares  at such  time.
          Redemption  may be made of the  whole or any  part of the  outstanding
          shares of any one or more series,  in the  discretion  of the Board of
          Directors;  if the redemption be a part of a series,  the shares to be
          redeemed  may be  selected by lot, or all of the shares of such series
          may be  redeemed  pro rate,  in such  manner as may be  prescribed  by
          resolutions of the Board of Directors.

     Subject to the foregoing provisions and to any qualifications, limitations,
     or  restrictions  applicable to any  particular  series of Preferred  Stock
     which may be stated in the  resolution  or  resolutions  providing  for the
     issuance of such  series,  the Board of Directors  shall have  authority to
     prescribe  from time to time the  manner in which any  series of  Preferred
     Stock shall be redeemed.

          [5]. Liquidation.  Upon any liquidation,  dissolution or winding up of
          the Corporation, whether voluntary or involuntary, the Preferred Stock
          of each series shall be  entitled,  before any  distribution  shall be
          made to the Common  Stock or to any other class of stock junior to the
          Preferred  Stock  as to  dividends  or  assets  to be  paid  the  full
          preferential  amount or amounts  fixed the Board of Directors for such
          series as herein  authorized,  but the  Preferred  Stock  shall not be
          entitled to any further  payment and any remaining net assets shall be
          distributed ratably to the holders of the outstanding Common Stock. If
          upon such  liquidation,  dissolution or winding up of the Corporation,
          whether  voluntary or  involuntary,  the net assets of the Corporation
          shall be  insufficient  to permit the  payment  to the  holders of all
          outstanding  shares  of  Preferred  Stock  of all  series  of the full
          preferential amounts to which they are respectively entitled, then the
          entire net assets of the Corporation  shall be distributed  ratably to
          the holders of all outstanding shares of Preferred Stock in proportion
          to the full preferential  amount to which each such share is entitled.
          Neither a consolidation  nor a merger of the Corporation  with or into
          any corporation or corporations  nor the sale of all or  substantially
          all  of  the  assets  of  the  Corporation  shall  be  deemed  to be a
          liquidation,  dissolution  or winding  up within  the  meaning of this
          clause.

          [6].  Voting.  The holders of the Preferred Stock of each series shall
          be  entitled  to such  voting  rights,  if any,  as  shall be fixed by
          resolution  of the Board of Directors in creating  such series.  If so
          provided in the resolution creating any series of Preferred Stock, the
          shares of such series may be nonvoting.

          [7]. Conversion or Exchange. Any series of Preferred Stock may be made
          convertible  into,  or  exchangeable  for, at the option of either the
          holder or the Corporation or upon the happening of a specified  event,
          shares of any other  class or classes or any other  series of the same
          or any other  class or  classes of stock of the  Corporation,  at such
          price or  prices or at such  rate or rates of  exchange  and with such
          adjustments  as shall  be  stated  in the  resolution  or  resolutions
          providing  for the  issuance  of such  stock  adopted  by the Board of
          Directors.

          D. No Preemptive  Rights.  No  stockholder of the  Corporation  shall,
          because of his ownership of stock, have a preemptive or other right to
          purchase,  subscribe  for or take any part of any stock or any part of
          the notes, debentures,  bonds, or other securities convertible into or
          carrying options or warrants to purchase stock of the Corporation. Any
          part of the capital stock and any part of the notes, debentures, bonds
          or other  securities  convertible into or carrying options or warrants
          to purchase  stock of the  Corporation  authorized  by the Articles of
          Incorporation  or any  amendment  thereto,  may at any time be issued,
          optioned for sale, and sold or disposed of by the Corporation pursuant
          to resolutions of its Board of Directors to such persons and upon such
          terms as may to such Board seem proper  without  first  offering  such
          stock or securities or any part thereof to existing stockholders.

5.   Incorporator.   The  name  and  original   mailing   address  of  the  sole
     incorporator  is as  follows:  WT&C  Corporate  Services,  Inc.,  500  West
     Jefferson Street, Suite 2800, Louisville, Kentucky 40202.

6.   Elimination of Director Liability.  A director of the Corporation shall not
     be personally  liable to the Corporation or its  stockholders  for monetary
     damages for breach of fiduciary  duty as a director,  except for  liability
     (i) for any breach of the director's  duty of loyalty to the Corporation or
     its  stockholders,  (ii) for acts or  omissions  not in good faith or which
     involve  intentional  misconduct or a knowing violation of law, (iii) under
     Section  174 of the  Delaware  General  Corporation  Law,  or (iv)  for any
     transaction from which the director derived an improper  personal  benefit.
     If the Delaware General  Corporation Law is amended after the filing of the
     Certificate of Incorporation of which this Article 6 is a part to authorize
     corporate action further  eliminating or limiting the personal liability of
     directors,  then the  liability of a director of the  Corporation  shall be
     eliminated  or limited to the  fullest  extent  permitted  by the  Delaware
     General Corporation Law, as so amended.


     Any repeal or modification of the foregoing  paragraph by the  stockholders
     of the Corporation  shall not adversely affect any right or protection of a
     director  of the  Corporation  existing  at the  time  of  such  repeal  or
     modification.

7.   Bylaws.  The  Board of  Directors  of the  Corporation  is  authorized  and
     empowered  from time to time in its  discretion  to make,  alter,  amend or
     repeal  the  Bylaws  of  the  Corporation,  except  as  such  power  may be
     restricted or limited by Delaware General Corporation Law.

8.   Election of Directors.  Directors of the Corporation need not be elected by
     written ballot unless otherwise required in the Corporation's Bylaws.

     IN WITNESS WHEREOF,  this Certificate of Incorporation has been executed by
     the Incorporator of UTG, Inc. as of the 1st day of April, 2005.

                                        WT&C CORPORATE SERVICES, INC.





                                        By:____/s/ Barbara G. Mangus _______

                                               Barbara G. Mangus, Vice President

EX-3.(II)

                                                                     EXHIBIT 3.2


                                   BYLAWS OF
                                   UTG, INC.



                                    Offices

The  registered  office of the  corporation  shall be in the City of Wilmington,
County of New Castle, State of Delaware.

The  principal  office  of the  corporation  shall be  located  in  Springfield,
Illinois,  or at such  other  place or places  from time to time as the board of
directors  determines.  The  corporation  may have  such  other  offices  as the
business of the corporation may require from time to time.



                                  Stockholders

Annual Meetings.  The annual meeting of the  stockholders  shall be held for the
election of  directors  and for the  transaction  of such other  business as may
properly come before the meeting at such date, time and place,  either within or
without the State of Delaware, as the board of directors shall each year fix.

Special  Meetings.  Special  meetings  of the  stockholders,  for any purpose or
purposes  prescribed  in the notice of the  meeting,  may be called by the chief
executive officer, the chairman of the board, the board of directors,  or by the
holders of not less than  one-fifth  of the shares of stock  entitled to vote at
the meeting,  and shall be held at such place, on such date, and at such time as
they or he may fix.

Notice of Meetings.  Whenever stockholders are required or permitted to take any
action at a meeting,  a written notice of the meeting shall be given which shall
state the place,  date and hour of the  meeting,  and,  in the case of a special
meeting,  the  purpose or  purposes  for which the  meeting  is  called.  Unless
otherwise provided by law, the certificate of incorporation or these bylaws, the
written  notice  of any  meeting  shall be given not less than ten nor more than
sixty days before the date of the meeting to each  stockholder  entitled to vote
at such  meeting.  If  mailed,  such  notice  shall be deemed  to be given  when
deposited  in the mail,  postage  prepaid,  directed to the  stockholder  at his
address as it appears on the records of the corporation.

Adjournments.  Any meeting of the stockholders,  annual or special,  may adjourn
from time to time to reconvene at the same or some other place,  and notice need
not be given of any such  adjourned  meeting if the time and place  thereof  are
announced at the meeting at which the  adjournment  is taken.  At the  adjourned
meeting  the  corporation  may  transact  any  business  which  might  have been
transacted at the original  meeting.  If the adjournment is for more than thirty
days,  or if after the  adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.

Quorum. Except as otherwise provided by law, the certificate of incorporation or
these bylaws, at each meeting of stockholders the presence in person or by proxy
of the holders of shares of stock  having a majority of the votes which could be
cast by the holders of all  outstanding  shares of stock entitled to vote at the
meeting shall be necessary and sufficient to constitute a quorum. In the absence
of a quorum,  the  stockholders  so present may, by majority  vote,  adjourn the
meeting  from time to time in the manner  provided in Article  II,  Section 4 of
these bylaws until a quorum shall attend.

Organization. Meetings of stockholders shall be presided over by the chairman of
the board, or in his absence by the chief executive  officer,  or in his absence
by the  president,  or in the  absence  of the  foregoing  persons by a chairman
designated by the board of directors, or in the absence of such designation by a
chairman  chosen at the  meeting.  The  secretary  shall act as secretary of the
meeting,  but in his absence the  chairman of the meeting may appoint any person
to act as secretary of the meeting.

Voting;   Proxies.   Except  as  otherwise   provided  by  the   certificate  of
incorporation,  each stockholder entitled to vote at any meeting of stockholders
shall be  entitled  to one vote for each  share of stock  held by him  which has
voting power upon the matter in question. Each stockholder entitled to vote at a
meeting of stockholders  may authorize  another person or persons to act for him
by proxy,  but no such proxy shall be voted or acted upon after three years from
its date,  unless the proxy provides for a longer period.  A duly executed proxy
shall be  irrevocable  if it states that it is  irrevocable  and if, and only as
long  as,  it is  coupled  with an  interest  sufficient  in law to  support  an
irrevocable power. A stockholder may revoke any proxy, which is not irrevocable,
by  attending  the  meeting and voting in person or by filing an  instrument  in
writing  revoking the proxy or another duly executed  proxy bearing a later date
with the secretary of the  corporation.  At all meetings of stockholders for the
election  of  directors  a plurality  of the votes cast shall be  sufficient  to
elect.  All other elections and questions shall,  unless  otherwise  provided by
law, the certificate of incorporation or these bylaws, be decided by the vote of
the  holders of shares of stock  having a majority  of the votes  which could be
cast by the holders of all shares of stock  entitled to vote  thereon  which are
present in person or represented by proxy at the meeting.

List of Stockholders  Entitled to Vote. The secretary shall prepare and make, at
least ten days before  every  meeting of  stockholders,  a complete  list of the
stockholders  entitled to vote at the meeting,  arranged in alphabetical  order,
and showing the address of each stockholder and the number of shares  registered
in the name of each  stockholder.  Such list shall be open to the examination of
any  stockholder,  for any  purpose  germane  to the  meeting,  during  ordinary
business hours,  for a period of at least ten days prior to the meeting,  either
at a place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting,  or, if not so  specified,  at the place
where the meeting is to be held. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof and may be inspected
by any stockholder  who is present.  The stock ledger shall be the only evidence
as to who are the stockholders entitled to examine the stock ledger, the list of
stockholders or the books of the  corporation,  or to vote in person or by proxy
at any meeting of stockholders.

Action  by  Consent  of  Stockholders.   Unless  otherwise   restricted  by  the
certificate of  incorporation,  any action  required or permitted to be taken at
any  annual  or  special  meeting  of the  stockholders  may be taken  without a
meeting,  without  prior  notice and  without a vote,  if a consent in  writing,
setting  forth the action so taken,  shall be signed by the holders (and include
the date of signature for each such holder) of outstanding stock having not less
than the minimum  number of votes that would be  necessary  to authorize or take
such  action at a meeting  at which all shares  entitled  to vote  thereon  were
present and voted and shall be delivered to the  corporation  by delivery to its
principal  place of  business  or the  secretary  within  sixty (60) days of the
earliest  dated  consent.  Prompt notice of the taking of the  corporate  action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

Meeting of all Stockholders.  If all of the stockholders  shall meet at any time
and place, and consent to the holding of a meeting,  such meeting shall be valid
without call or notice, and at such meeting any corporate action may be taken.


                               Board of Directors

Number;  Qualifications.  The board of directors may by resolution  from time to
time  designate the number of directors  that shall  constitute the whole board,
which shall not be less than six (6) nor more than eleven  (11),  subject to the
rights of the stockholders to repeal or modify such actions. Each director shall
hold  office  for a term  expiring  at the  next  annual  stockholders'  meeting
following his or her election or until his or successor  shall have been elected
and qualified, whichever period is longer.

Election;  Resignation;  Removal;  Vacancies.  At the first  annual  meeting  of
stockholders and at each annual meeting thereafter, the stockholders shall elect
directors  each of whom shall hold  office  until his  successor  is elected and
qualified or until his earlier resignation and removal.  Any director may resign
at  any  time  upon  written  notice  to  the  corporation.  Any  newly  created
directorship  or any vacancy  occurring in the board of directors  for any cause
may be filled by a majority of the remaining  members of the board of directors,
although  such  majority is less than a quorum,  or by a plurality  of the votes
cast at a meeting of  stockholders,  and each  director  so  elected  shall hold
office until the  expiration  of the term of office of the director  whom he has
replaced or until his successor is elected and qualified.

Regular Meetings. Regular meetings of the board of directors may be held at such
places and at such times within or without the State of Delaware as the board of
directors may from time to time determine,  and if so determined notices thereof
need not be given.

Special Meetings.  Special meetings of the board of directors may be held at any
time or place  within or without  the State of Delaware  whenever  called by the
chairman of the board, the chief executive  officer,  or any member of the board
of  directors.  Notice of a special  meeting of the board of directors  shall be
given by the person or persons  calling  the meeting at least  twenty-four  (24)
hours before the special meeting.

Telephonic  Meetings  Permitted.  Members  of the  board  of  directors,  or any
committee  designated by the board of directors,  may  participate  in a meeting
thereof by means of conference telephone or similar communications  equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this Section 5 shall constitute  presence
in person at such meeting.

Quorum;  Vote  Required for Action.  At all meetings of the board of directors a
majority  of the whole  board of  directors  shall  constitute  a quorum for the
transaction  of  business.   Except  in  cases  in  which  the   certificate  of
incorporation or these bylaws otherwise  provide,  the vote of a majority of the
directors  present at a meeting at which a quorum is present shall be the act of
the board of directors.

Organization.  Meetings of the board of directors  shall be presided over by the
chairman of the board, or in his absence by the chief executive  officer,  or in
his absence by the  president,  or in their absence by a chairman  chosen at the
meeting. The secretary shall act as secretary of the meeting, but in his absence
the  chairman of the meeting may appoint any person to act as  secretary  of the
meeting.

Informal Action by Directors.  Unless otherwise restricted by the certificate of
incorporation  or these bylaws,  any action required or permitted to be taken at
any meeting of the board of directors, or of any committee thereof, may be taken
without a meeting if all members of the board of directors or such committee, as
the case may be,  consent  thereto in writing,  and the writing or writings  are
filed  with  the  minutes  of  proceedings  of the  board of  directors  or such
committee.


                                   Committees

Committees.  The board of directors  may, by resolution  passed by a majority of
the whole board of directors,  designate one or more committees,  each committee
to  consist of one or more of the  directors  of the  corporation.  The board of
directors  may  designate  one or more  directors  as  alternate  members of any
committee,  who may replace any absent or disqualified  member at any meeting of
the committee.  In the absence or disqualification of a member of the committee,
the member or members thereof present at any meeting and not  disqualified  from
voting,  whether or not he or they constitute a quorum, may unanimously  appoint
another  member of the board of  directors to act at the meeting in place of any
such absent or disqualified member. Any such committee,  to the extent permitted
by law and to the extent  provided in the  resolution  of the board of directors
creating  such  committee,  shall  have  and may  exercise  all the  powers  and
authority  of the board of  directors  in the  management  of the  business  and
affairs of the corporation.

Executive  Committee.  The  board of  directors  may,  by  resolution  regularly
adopted,  designate one or more directors to constitute an executive  committee.
The executive  committee,  in the  intervals  between the meetings of the board,
shall have and may  exercise  all the powers and  authority  of the board in the
management  of the  business  and  affairs of the  corporation,  except that the
executive  committee  shall  not have any power or  authority  in  reference  to
amending the  certificate of  incorporation,  adopting an agreement of merger or
consolidation,  recommending to the  stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets,  recommending
to the  stockholders  a  dissolution  of the  corporation  or a revocation  of a
dissolution,  amending  the  bylaws  of the  corporation,  declaring  dividends,
authorizing  the issuance of stock,  or adopting a certificate  of ownership and
merger. A majority of such committee shall constitute a quorum.

Committee  Rules.  Unless  the  board  of  directors  otherwise  provides,  each
committee  designated by the board of directors may make, alter and repeal rules
for the conduct of its  business.  In the  absence of such rules each  committee
shall conduct its business in the same manner as the board of directors conducts
its business pursuant to Article III of these bylaws.


                                    Officers

Classes.  The officers of the  corporation  shall be a chairman of the board,  a
chief executive officer, a chief operating officer, a secretary and a treasurer,
and such  other  officers,  including  one or more  vice  presidents,  as may be
provided by the board of directors and elected in accordance with the provisions
of this article.

Election and Term of Office.  The officers of the  corporation  shall be elected
annually  by the  board  of  directors  at the  first  meeting  of the  board of
directors  held after each annual  meeting of  stockholders.  If the election of
officers shall not be held at such meeting,  such election shall be held as soon
thereafter as  convenient.  Vacancies  may be filled or new offices  created and
filled at any meeting of the board of directors.  Each officer shall hold office
until his or her successor shall have been duly elected and shall have qualified
or until  his or her death or until he or she  shall  resign or shall  have been
removed from office in the manner hereinafter provided.

Removal.  Any officer  elected by the board of  directors  may be removed by the
board of  directors,  with or without  cause,  whenever in its judgment the best
interest of the corporation  would be served thereby,  but such removal shall be
without  prejudice  to the  contract  rights,  if any, of the person so removed.
Election  or  appointment  of an  officer  or agent  shall not of itself  create
contractual rights.

Chairman of the Board.  The  chairman of the board shall see that all orders and
resolutions  of the board of directors are carried into effect.  The chairman of
the board shall call  meetings of the  stockholders,  the board of directors and
the executive  committee,  should one be established,  to order and shall act as
chairman of such meetings.

Chief Executive  Officer.  The chief executive  officer shall be responsible for
the general and active management of the operation of the corporation. He shall,
in  general,  supervise  and  control  all of the  business  and  affairs of the
corporation.  In the event the board of  directors  does not elect a chairman of
the board, or if elected, in the event of his inability or refusal to act, or at
his request or when specifically authorized by the board of directors, the chief
executive  officer  shall  perform the duties of the  chairman of the board and,
when  so  acting,  shall  have  all  the  powers  of and be  subject  to all the
restrictions  upon the chairman of the board. The chief executive  officer shall
perform all duties normally incident to such office and such other duties as may
be prescribed  by the chairman of the board or the board of directors  from time
to time.

President.  The  president  shall  perform all duties  normally  incident to the
office of president  and such other duties as may be  prescribed by the board of
directors,  the  chairman of the board or the chief  executive  officer.  In the
absence  of the chief  executive  officer  or in the event of his  inability  or
refusal to act, the president  shall  perform the duties of the chief  executive
officer and, when so acting,  shall have all the powers of and be subject to all
the restrictions upon the chief executive officer.

Chief Operating  Officer.  The chief operating officer shall see that all orders
of the board of  directors,  the  chairman  of the  board,  the chief  executive
officer  or the  president  are  carried  into  effect.  In the  absence  of the
president  or in the  event  of his  inability  or  refusal  to act,  the  chief
operating officer shall perform the duties of the president and, when so acting,
shall have all the powers of and be  subject  to all the  restrictions  upon the
president.  The chief  operating  officer shall  perform  other duties  commonly
incident to this office and shall  perform such other duties and have such other
powers as the board of directors, the chairman of the board, the chief executive
officer or the president may from time to time prescribe.

Vice  President.  The vice  president  shall perform such duties as from time to
time may be assigned by the board of directors,  the chairman of the board,  the
chief executive officer or the president.

Treasurer. The treasurer shall [a] have charge and custody of and be responsible
for all funds and securities of the  corporation;  receive and give receipts for
moneys  due and  payable to the  corporation  from any  source  whatsoever,  and
deposit all such  moneys in the name of the  corporation  in such  banks,  trust
companies  or other  depositories  as shall be selected in  accordance  with the
provisions of these bylaws; and, [b] in general, perform all the duties normally
incident to the office of  treasurer  and such other duties as from time to time
may be  normally  assigned by the  chairman of the board or the chief  executive
officer or the board of directors.

Secretary.  The secretary shall [a] keep the minutes of the stockholders' and of
the board of directors' meetings in one or more books provided for that purpose;
[b] see that all notices are duly given in  accordance  with the  provisions  of
these bylaws or as required by law; [c] be  custodian of the  corporate  records
and stock transfer books of the  corporation;  and, [d] in general,  perform all
duties  normally  incident to the office of  secretary  and such other duties as
from  time to time may be  assigned  by the  chairman  of the board or the chief
executive officer or the board of directors.


                                     Stock

Certificates.  Every  holder of stock shall be  entitled  to have a  certificate
signed by or in the name of the  corporation  by the chairman of the board,  the
chief  executive  officer,  the  president  or any  vice  president,  and by the
secretary or an assistant secretary,  of the corporation,  certifying the number
of shares owned by him in the corporation.

Lost, Stolen or Destroyed Stock Certificates;  Issuance of New Certificates. The
corporation may issue a new certificate of stock in the place of any certificate
theretofore  issued by it, alleged to have been lost,  stolen or destroyed,  and
the  corporation  may  require  the  owner  of the  lost,  stolen  or  destroyed
certificate,  or his  legal  representative,  to  give  the  corporation  a bond
sufficient  to  indemnify  it against  any claim that may be made  against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.

Transfers  of Stock.  Transfers  of stock  shall be made only upon the  transfer
books of the  corporation  kept in an office of the  corporation  or by transfer
agents  designated to transfer  shares of the stock of the  corporation.  Except
where a certificate is issued in accordance with Section 2 above, an outstanding
certificate  for  the  number  of  shares  involved  shall  be  surrendered  for
cancellation before a new certificate is issued therefor.

Record Date. The board of directors may fix the record date,  which shall not be
more than  sixty  (60) days nor less than ten (10) days  before  the date of any
meeting  of the  stockholders,  nor more than  sixty (60) days prior to the time
where  the  other  action  hereinafter  described,  as of which  there  shall be
determined the stockholders are entitled: to notice of or to vote at any meeting
of  stockholders  or any  adjournment  thereof;  to express consent to corporate
action in writing  without a meeting;  to receive payment of any dividend or any
other  distribution  or allotment of any rights;  or to exercise any rights with
respect to any change, conversation, or exchange of stock or with respect to any
other lawful action.


                         Indemnification and Insurance

Right  to  Indemnification.  Each  person  who  was  or is  made a  party  or is
threatened to be made a party to or becomes involved in any threatened,  pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, and whether formal or informal, (hereinafter a proceeding), by
reason  of the fact  that he or she,  or a person of whom he or she is the legal
representative,  is or was a director or officer of the corporation or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent of another corporation or of a partnership,  joint venture, trust or other
enterprise,  including  service with respect to employee benefit plans,  whether
the basis of such  proceeding  is alleged  action in an  official  capacity as a
director,  officer,  employee or agent or any other  capacity while serving as a
director,  officer, employee or agent, shall be indemnified and held harmless by
the corporation to the fullest extent authorized by Delaware General Corporation
Law, as the same exist or may hereafter be amended (but, in the case of any such
amendment,  only to the extent that such  amendment  permits the  corporation to
provide broader  indemnification  rights than such law permitted the corporation
to provide  prior to such  amendment)  against all expense,  liability  and loss
(including attorney fees, judgments,  fines, ERISA excise taxes or penalties and
amounts paid or to be paid in settlement)  actually and  reasonably  incurred or
suffered by such person in connection therewith,  and such indemnification shall
continue  as to a person who has ceased to be a  director  or officer  and shall
inure  to  the  benefit  of  his or her  heirs,  executors  and  administrators;
provided,  however,  that,  except as provided in Section 2 of this Article VII,
the  corporation  shall  indemnify any such person  seeking  indemnification  in
connection  with the proceeding (or part thereof)  initiated by such person only
if such  proceeding (or part thereof) is authorized by the board of directors of
the  corporation.  The right to  indemnification  conferred in this Section 1 of
this  Article  VII shall be a contract  right and shall  include the right to be
paid by the corporation  the expenses  incurred in defending any such proceeding
in advance of its final disposition;  provided,  however,  that, if the Delaware
General  Corporation  Law requires,  the payment of such expenses  incurred by a
current  director or officer in his or her  capacity as director or officer (and
not in any other  capacity  in which  service  was or is rendered by such person
while a  director  or  officer,  including,  without  limitation,  service to an
employee  benefit  plan) in advance of the final  disposition  of a  proceeding,
shall be made only upon delivery to the corporation of an undertaking,  by or on
behalf of such  director  or officer,  to repay all amounts so advanced  that it
shall  ultimately be determined that such director or officer is not entitled to
be  indemnified  under this section or otherwise.  The  corporation  may, to the
extent  authorized from time to time by the board of directors,  grant rights to
indemnification,  and to the advancement of expenses to any employee or agent of
the  corporation  to the fullest extent of the provisions of this Section 1 with
respect to the  indemnification  and  advancement  of expenses of directors  and
officers of the corporation.

Right of Claimant to Bring Suit.  If a claim under Section 1 of this Article VII
is not paid in full by the corporation  within 60 days after a written claim has
been  received by the  corporation,  the claimant  may, at any time  thereafter,
bring suit  against the  corporation  to recover the unpaid  amount of the claim
and, if  successful  in whole or in part,  the claimant  shall be entitled to be
paid also the expense of prosecuting  such a claim. It shall be a defense to any
such  action  (other  than an action  brought  to  enforce a claim for  expenses
incurred in defending any proceeding in advance of its final  disposition  where
the  required  undertaking,  if  any  is  required,  has  been  tendered  to the
corporation)  that the claimant has not met the standard of conduct  which makes
it permissible under the Delaware General Corporation Law for the corporation to
indemnify the claimant for the amount claimed,  but the burden of providing such
defense  shall be on the  corporation.  Neither the  failure of the  corporation
(including   its  board  of   directors,   independent   legal  counsel  or  its
stockholders)  to have made a  determination  prior to the  commencement of such
action that  indemnification  of the claimant is proper under the  circumstances
because  he or she has met the  ethical  standard  of  conduct  set forth in the
Delaware General Corporation Law, nor an actual determination by the corporation
(including   its  board  of   directors,   independent   legal  counsel  or  its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a  presumption  that the claimant has
not met the applicable standard of conduct.

Non-Exclusivity  of  Rights.  The right to  indemnification  and the  payment of
expenses  incurred in defending a proceeding in advance of its final disposition
conferred  in this  Article VII shall not be  exclusive of any other right which
any person may have or hereafter  acquire  under any  statute,  provision of the
certificate  of  incorporation,  bylaw,  agreement,  vote  of  stockholders,  or
disinterested directors or otherwise.

Insurance.  The corporation may maintain  insurance,  at its expense, to protect
itself and any  director,  officer,  employee  or agent of the  corporation,  or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against such expense,  liability or loss,  whether or not the  corporation  will
have the power to indemnify such person against such expense, liability or loss,
under the Delaware General Corporation Law.


                                 Miscellaneous

Fiscal  Year.  The  fiscal  year  of the  corporation  shall  be  determined  by
resolution of the board of directors.

Waiver of Notice of Meetings of  Stockholders,  Directors  and  Committees.  Any
written  waiver of notice,  signed by the  person  entitled  to notice,  whether
before or after the time stated therein,  shall be deemed  equivalent to notice.
Attendance of a person at a meeting shall  constitute a waiver of notice of such
meeting,  except when the person  attends a meeting  for the express  purpose of
objecting,  at the beginning of the meeting,  to the transaction of any business
because the meeting is not lawfully called or convened.  Neither the business to
be  transacted  at,  nor the  purpose of any  regular or special  meeting of the
stockholders,  directors,  or  members  of a  committee  of  directors  need  be
specified in any written waiver of notice.

Form of Records. Any records maintained by the corporation in the regular course
of its business, including its stock ledger, books of account, and minute books,
may be kept on, or be in the form of, punch cards,  magnetic tape,  photographs,
micro-photographs,  or any other information  storage device,  provided that the
records so kept can be converted  into clearly  legible form within a reasonable
time. The  corporation  shall so convert any records so kept upon the request of
any person entitled to inspect the same.

Amendment of Bylaws.  These  bylaws may be altered or  repealed,  and new bylaws
made, by the board of directors, but the stockholders may make additional bylaws
and may alter and repeal any bylaws whether adopted by them or otherwise.

EX-31

                                                                    EXHIBIT 31.1

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

I have reviewed this quarterly report on Form 10-Q of the registrant, UTG, Inc.;

Based on my  knowledge,  this 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 report;

Based on my knowledge, the financial statements, and other financial information
included in this 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 report;

The  registrant's  other  certifying   officer(s)  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  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

The registrant's other certifying officer(s) 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 the  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 information ; and

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




Date:   November 9, 2005                           By  /s/ Jesse T. Correll

                                                       Chairman of the Board and
                                                       Chief Executive Officer

EX-31

                                                                    EXHIBIT 31.2

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

I have reviewed this quarterly report on Form 10-Q of the registrant, UTG, Inc.;

Based on my  knowledge,  this 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 report;

Based on my knowledge, the financial statements, and other financial information
included in this 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 report;

The  registrant's  other  certifying   officer(s)  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  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

The registrant's other certifying officer(s) 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 the  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 information ; and

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




Date:   November 9, 2005                   By  /s/ Theodore C. Miller

                                               Senior Vice President, Corporate Secretary and
                                               Chief Financial Officer

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  UTG,  Inc.  (the
"Company") for the quarterly  period ended September 30, 2005, 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: November 9, 2005

EX-32

                                                                    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  UTG,  Inc.  (the
"Company") for the quarterly  period ended September 30, 2005, 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: November 9, 2005