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.