8-K

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 8-K

                                 Current Report

                       Pursuant to Section 13 or 15(d) of
                      The Securities Exchange Act of 1934

                                 Date of Report

              (Date of earliest event reported): September 8, 2006

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

           Delaware                           0-16867                                20-2907892
(State or other jurisdiction of       (Commission File Number)          (I.R.S. Employer Identification No.)
incorporation or organization)

                            5250 South Sixth Street
                          Springfield, Illinois 62703
             (Address of principal executive offices and zip code)

                                 (217) 241-6300

              (Registrant's telephone number, including area code)

                                 Not Applicable
         (Former name or former address, if changed since last report)


     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2):

 Written communications pursuant to Rule 425 under the Securities Act

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act




Section 1 - Registrant's Business and Operations

Item 1.01.  Entry into a Material Definitive Agreement


On September 6, 2006, UTG, Inc.,  William F. Guest and John D. Cornett agreed to
an amendment to the definitive  Stock Purchase  Agreement  dated August 7, 2006,
whereby UTG,  Inc.  agreed to purchase a majority of the issued and  outstanding
common stock of Acap Corporation.

This amendment to the original agreement adjusts the purchase price of the 1,492
shares to be acquired from Messrs. Guest and Cornett at closing from $14,535,064
to $14,279,932. The additional 352 shares from certain other shareholders may be
purchased on the same terms,  including the adjusted  price.  Additionally,  the
purchase price for shares under the stock put option agreements will be equal to
the per share purchase price as amended.

All other terms and  conditions  of the  original  agreement  remain  intact and
unchanged.


Section 9 - Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exibits.

(c)  Exhibits.

Exhibit 2(a) - Amendment No. 1, dated  September 6, 2006, to the Stock  Purchase
Agreement, dated August 7, 2006, between UTG, Inc. and William F. Guest and John
D. Cornett


                                   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 hereunto duly authorized.


                                   UTG, INC.



Date:  September 8, 2006                By:  /s/ Theodore C. Miller
                                             Theodore C. Miller
                                             Senior Vice President and Chief Financial Officer



                                 Exhibit Index

Exhibit No.

                    Description


Exhibit 2(a)

                    Amendment  No. 1,  dated  September  6,  2006,  to the Stock
                    Purchase Agreement,  dated August 7, 2006, between UTG, Inc.
                    and William F. Guest and John D. Cornett

EX-2

      AMENDMENT NO. 1 TO THE STOCK PURCHASE AGREEMENT BETWEEN UTG, INC. AND
              CERTAIN INDIVIDUAL SHAREHOLDERS OF ACAP CORPORATION
                              DATED AUGUST 7, 2006

                                September 6, 2006

     This is an amendment to that Stock Purchase Agreement between UTG, Inc. and
certain  individual  shareholders  of Acap  Corporation  dated  August  7,  2006
("Agreement"). Terms defined in the Agreement are applicable to this amendment.

     For good and valuable  consideration,  the sufficiency and receipt of which
is hereby acknowledged, UTG and the Sellers agree as follows:

     Section 3.5 of the  Agreement is hereby  amended in its entirety to read as
follows:

     3.5  Purchase  Price and Payment.  The purchase price of each of the shares
          of Acap Common  Stock to be  purchased  from  Sellers and  accepted by
          Purchaser at Closing  shall be NINE  THOUSAND FIVE HUNDRED AND SEVENTY
          ONE ($9,571)  per share of Acap Common Stock (the "Per Share  Purchase
          Price"). The purchase price of each of the shares of Acap Common Stock
          to be purchased  and accepted by Purchaser  pursuant to the Acap Stock
          Put Options  shall be equal to the Per Share  Purchase  Price,  and no
          more.  All  payments to be made by  Purchaser  shall be in the form of
          immediately available funds.

     Section 4 of the Acap Stock Put Option is hereby  amended to be  consistent
with the above  amendment to Section 3.5 of the  Agreement,  and the Addendum to
the Stock  Purchase  Agreement is hereby  amended to refer to the Stock Purchase
Agreement, dated August 7, 2006, as amended by this Amendment No. 1 thereto.

     Purchaser  agrees that it has concluded its due diligence  investigation as
provided in Section 6.3 of the  Agreement,  that in  consideration  of the above
amendment of Section 3.5, and the Acap Stock Put Option,  Purchaser  agrees that
none of the  conditions  that have been  identified  in  notices  that have been
delivered  to  Sellers   pursuant  to  Section   7.3.1  of  the   Agreement  are
objectionable under Section 9.11, and Purchaser has no knowledge at this time of
any  condition  that would prevent the Closing based on a failure to satisfy the
condition set forth in Section 9.11 of the Agreement.

     IN WITNESS  WHEREOF,  the Parties have duly executed this  Amendment No. 1,
and made  delivery  thereof  in the manner  permitted  by the  Agreement,  as of
September 6, 2006.

UTG, Inc., PURCHASER:                           SELLERS:

/s/ Theodore C. Miller                           /s/ William F. Guest
    Theodore C. Miller                               William F. Guest
    Senior Vice President
                                                /s/ John D. Cornett
                                                    John D. Cornett