UNITED TRUST INC /IL/
10-K/A, 1996-04-16
LIFE INSURANCE
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549



                                   FORM 10-K/A



                       AMENDMENT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934



                               UNITED TRUST, INC.           
            (Exact Name of Registrant as specified in its Charter)


                                    0-16867
                                    File No.



The undersigned  registrant hereby amends the December 31, 1995 filing of Form
10-K to  include Exhibit 27, the  Financial Data Schedule.   This amendment is
also reflected on the index page.


Pursuant to  the requirements  of the  Securities  Exchange Act  of 1934,  the
registrant  duly  caused this  amendment to  be signed  on  its behalf  by the
undersigned, thereunto duly authorized.



                                                    UNITED TRUST, INC.
                                                       (Registrant)




                                       By:  /s/ James E. Melville
                                            James E. Melville
                                            Senior Executive Vice President
                                              and Chief Financial Officer



Date:  April 16, 1996

       This report contains
       6 pages


<PAGE>


                               INDEX TO EXHIBITS


       Exhibit
       Number 


       3(a)  (1)  Amended  Articles of  Incorporation  for  the Company  dated
                  November 20, 1987.

       3(b)  (1)  Amended  Articles  of Incorporation  for  the Company  dated
                  December 6, 1991.

       3(c)  (1)  Amended Articles  of  Incorporation for  the  Company  dated
                  March 30, 1993.

       3(d)  (1)  Code of By-Laws for the Company.

      10(a)  (1)  Compromise and Settlement Agreement dates as of February 27,
                  1991,  among  First   Commonwealth  Corporation,   Universal
                  Guaranty Life  Insurance  Company, Alliance  Life  Insurance
                  Company,   Roosevelt  National  Life  Insurance  Company  of
                  America, Abraham Lincoln Insurance Company, Appalachian Life
                  Insurance  Company, Liberty American  Assurance Company, and
                  Farmers  and Ranchers Life Insurance Company, and Southshore
                  Holding  Corp.,  Public Investors,  Inc., Fidelity  Fire and
                  Casualty  Insurance  Company,  Insurance Premium  Assistance
                  Company,  Agency Premium  Assistance Company,  Coastal Loans
                  Acquisition  Company, Bob  F. Shamburger,  Gary E.  Jackson,
                  Leonard H. Aucoin, Dennis J. Lafont, William Joel Herron and
                  Jerry Palmer

      10(b)  (1)  Credit Agreement dated  as of December 11, 1989  among First
                  Commonwealth     Corporation,     Commonwealth    Industries
                  Corporation,  Investors  Trust,  Inc.,   Universal  Guaranty
                  Investment Company,  John K.  Cantrell, Mildred  G. Cantrell
                  and First Bank of Gladstone

      10(c)  (1)  Guaranty    Agreement    among    Commonwealth    Industries
                  Corporation,  Investors Trust,  Inc. and  Universal Guaranty
                  Investment Company dated as of December 11, 1989

      10(d)  (1)  Security  Agreement-Pledge dated  as  of  December 11,  1989
                  between  First Commonwealth  Corporation  and First  Bank of
                  Gladstone

      10(e)  (1)  Security Agreement-Pledge dated   as  of  December 11,  1989
                  between  Commonwealth Industries Corporation  and First Bank
                  of Gladstone

      10(f)  (1)  Security  Agreement-Pledge dated  as  of December  11,  1989
                  between Universal Guaranty Investment Company and First Bank
                  of Gladstone

      10(g)  (1)  Security  Agreement-Pledge dated  as  of  December 11,  1989
                  between Investors Trust, Inc. and First Bank of Gladstone

      10(h)  (1)  Amendment to the Credit  Agreement dated as of May  31, 1991
                  among    First   Commonwealth    Corporation,   Commonwealth
                  Industries  Corporation,  Investors  Trust, Inc.,  Universal
                  Guaranty  Investment Company, John  K. Cantrell,, Mildred G.
                  Cantrell, and the Banks

<PAGE>


                               INDEX TO EXHIBITS


       Exhibit
       Number 


      10(i)  (1)  Confirmation of Guaranty Agreement dated as of  May 31, 1991
                  by  Commonwealth  Industries  Corporation, Investors  Trust,
                  Inc. and Universal Guaranty Investment Company

      10(j)  (1)  Confirmation of  Security Agreement-Pledge  dated as of  May
                  31, 1991 by Universal Guaranty Investment Company

      10(k)  (1)  Confirmation of  Security Agreement-Pledge dated  as of  May
                  31, 1991 by First Commonwealth Corporation

      10(l)  (1)  Confirmation of Security  Agreement-Pledge dated  as of  May
                  31, 1991 by Commonwealth Industries Corporation

      10(m)  (1)  Confirmation of  Security Agreement-Pledge  dated as  of May
                  31, 1991 by Investors Trust, Inc.

      10(n)  (1)  Second Amendment to  Credit Agreement dated  as of June  12,
                  1992  among  First  Commonwealth  Corporation,  Commonwealth
                  Industries  Corporation,  Investors  Trust, Inc.,  Universal
                  Guaranty  Investment Company, John  K. Cantrell,  Mildred G.
                  Cantrell, United Trust Group, Inc. and the Banks

      10(o)  (1)  Confirmation of Guaranty Agreement dated as of June 16, 1992
                  by  Commonwealth  Industries  Corporation, Investors  Trust,
                  Inc. and Universal Guaranty Investment Company

      10(p)  (1)  Confirmation  of Security Agreement-Pledge  dated as of June
                  16, 1992 by Commonwealth Industries Corporation

      10(q)  (1)  Amendment  and  Confirmation  of  Security  Agreement-Pledge
                  dated as of June 16, 1992 by First Commonwealth Corporation

      10(r)  (1)  Amendment  and  Confirmation  of  Security  Agreement-Pledge
                  dated as of June 16, 1992 by Investors Trust, Inc.

      10(s)  (1)  Amendment  and  Confirmation  of  Security  Agreement-Pledge
                  dated as of June 16,  1992 by Universal Guaranty  Investment
                  Company

      10(t)  (1)  Pledge Agreement dated as  of June 16, 1992 by  United Trust
                  Group, Inc.

      10(u)  (1)  Note  Purchase Agreement dated as of June 16, 1992 by United
                  Trust Group, Inc.

      10(v)  (1)  $1,909,882.00 Term Note of First Commonwealth Corporation to
                  Massachusetts  General Life  Insurance Company  dated as  of
                  June 16, 1992

      10(w)  (1)  $6,909,867.00 Term Note of First Commonwealth Corporation to
                  Philadelphia  Life Insurance  Company dated  as of  June 16,
                  1992

<PAGE>


                               INDEX TO EXHIBITS


       Exhibit
       Number 


      10(x)  (1)  $5,453,509.30 Term Note of First Commonwealth Corporation to
                  First Bank of Gladstone dated as of June 16, 1992

      10(y)  (1)  $879,588.60 Term Note  of First Commonwealth Corporation  to
                  Citizens Bank & Trust Co. dated as of June 16, 1992

      10(z)  (1)  $1,847,153.10 Term Note of First Commonwealth Corporation to
                  Bank of St. Joseph dated as of June 16, 1992

      10(aa) (1)  Subcontract Agreement dated September 1, 1990 between United
                  Trust, Inc. and United Income, Inc.

      10(bb) (1)  Service Agreement  dated  November 8,  1989  between  United
                  Security Assurance Company and United Income, Inc.

      10(cc) (1)  Management and  Consultant Agreement dated as  of January 1,
                  1993  between First  Commonwealth Corporation  and Universal
                  Guaranty Life Insurance Company

      10(dd) (1)  Management   Agreement   dated   December  20,  1981   among 
                  Commonwealth Industries Corporation, Executive National Life
                  Insurance Company  (now known as  Investors Trust  Assurance
                  Company) and Abraham Lincoln Insurance Company

      10(ee) (1)  Reinsurance   Agreement  dated   January  1,   1991  between
                  Universal  Guaranty Life  Insurance  Company  and  Republic-
                  Vanguard Life Insurance Company

      10(ff) (1)  Reinsurance  Agreement dated  July  1, 1992  between  United
                  Security Assurance Company  and Life Reassurance Corporation
                  of America

      10(gg) (1)  United Trust, Inc. Stock Option Plan

      10(hh) (1)  Board  Resolution  adopting  United  Trust,  Inc.'s  Officer
                  Incentive Fund

      10(ii) (1)  Employment  Agreement dated  as  of April  15, 1993  between
                  Larry  E.  Ryherd  and  First Commonwealth  Corporation  and
                  United Trust, Inc.

      10(jj) (1)  Employment  Agreement dated  as  of April  15, 1993  between
                  Thomas  F. Morrow  and  First Commonwealth  Corporation  and
                  United Trust, Inc.

      10(kk) (1)  Employment  Agreement dated  as  of April  15, 1993  between
                  James  E. Melville  and First  Commonwealth Corporation  and
                  United Trust, Inc.

      10(ll) (1)  Employment  Agreement  dated as  of  June  16, 1992  between
                  George E. Francis and First Commonwealth Corporation

      10(mm) (1)  Amendment  Number One  to Employment  Agreement dated  as of
                  April  15,   1993  between  George  E.   Francis  and  First
                  Commonwealth Corporation

<PAGE>

                               INDEX TO EXHIBITS


       Exhibit
       Number 



      10(nn) (1)  Consulting Arrangement  entered into  June 15, 1987  between
                  Robert E. Cook and United Trust, Inc.

      10(oo) (1)  Agreement  dated June 16, 1992 between  John K. Cantrell and
                  First Commonwealth Corporation

      10(pp) (1)  Termination Agreement  dated as of January  29, 1993 between
                  Scott  J.  Engebritson   and   United  Trust,  Inc.,  United
                  Fidelity,  Inc., United  Income,  Inc.,  First  Commonwealth
                  Corporation and United Security Assurance Company

      10(qq) (1)  Stock  Purchase Agreement  dated February  20, 1992  between
                  United Trust Group, Inc. and Sellers

      10(rr) (1)  Amendment No. One dated April 20, 1992 to the Stock Purchase
                  Agreement between the Sellers and United Trust Group, Inc.

      10(ss) (1)  Security Agreement dated June  16, 1992 between United Trust
                  Group, Inc. and the Sellers

      10(tt) (1)  Stock Purchase Agreement dated  June 16, 1992 between United
                  Trust Group, Inc. and First Commonwealth Corporation

      27          Financial Data Schedule


    Footnote
             (1)  Incorporated by  reference from the Company's  Annual Report
                  on Form 10-K, File No. 0-5392, as of December 31, 1993.


<TABLE> <S> <C>

<ARTICLE> 7
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   YEAR                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995             DEC-31-1994
<PERIOD-END>                               DEC-31-1995             DEC-31-1994
<DEBT-HELD-FOR-SALE>                         3,226,175               3,337,672
<DEBT-CARRYING-VALUE>                      191,074,220             183,792,794
<DEBT-MARKET-VALUE>                        197,006,257             171,935,030
<EQUITIES>                                   1,946,481                 911,012
<MORTGAGE>                                  13,891,762              15,822,056
<REAL-ESTATE>                               11,978,575              11,737,847
<TOTAL-INVEST>                             244,815,985             237,820,114
<CASH>                                      12,528,025              11,697,067
<RECOVER-REINSURE>                          14,401,901              13,919,626
<DEFERRED-ACQUISITION>                      11,436,728              10,634,476
<TOTAL-ASSETS>                             356,392,695             360,258,123
<POLICY-LOSSES>                                      0                       0
<UNEARNED-PREMIUMS>                                  0                       0
<POLICY-OTHER>                             243,044,963             234,875,800
<POLICY-HOLDER-FUNDS>                       18,751,982              17,438,768
<NOTES-PAYABLE>                            214,474,285             220,532,893
                                0                       0
                                          0                       0
<COMMON>                                       373,519                 373,119
<OTHER-SE>                                  18,648,737              21,495,976
<TOTAL-LIABILITY-AND-EQUITY>               356,392,695             360,258,123
                                  29,998,125              32,404,489
<INVESTMENT-INCOME>                         15,456,224              14,368,446
<INVESTMENT-GAINS>                            (124,235)             (1,436,521)
<OTHER-INCOME>                               4,538,970               3,870,214
<BENEFITS>                                  29,855,764              29,661,234
<UNDERWRITING-AMORTIZATION>                  4,907,653               4,060,425
<UNDERWRITING-OTHER>                        26,481,487              18,984,366
<INCOME-PRETAX>                            (11,375,820)             (3,499,397)
<INCOME-TAX>                                (4,571,028)             (1,965,084)
<INCOME-CONTINUING>                         (3,001,245)             (1,623,600)
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                (3,001,245)             (1,623,600)
<EPS-PRIMARY>                                     (.16)                   (.09)
<EPS-DILUTED>                                     (.16)                   (.09)
<RESERVE-OPEN>                                       0                       0
<PROVISION-CURRENT>                                  0                       0
<PROVISION-PRIOR>                                    0                       0
<PAYMENTS-CURRENT>                                   0                       0
<PAYMENTS-PRIOR>                                     0                       0
<RESERVE-CLOSE>                                      0                       0
<CUMULATIVE-DEFICIENCY>                              0                       0
        

</TABLE>


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