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