UNITED INCOME INC
10-Q, 1996-08-14
LIFE INSURANCE
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                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549


                             FORM 10-Q


            QUARTERLY REPORT UNDER SECTION 13 AND 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934





For the Quarter Ended June 30, 1996      Commission File No. 0-18540



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




            Ohio                                     37-1224044     
(State or other jurisdiction                         (I.R.S. Employer
 incorporation or organization)                      Identification No.)


  P.O. Box 5147, Springfield, Illinois                    62705       
(Address of principal executive offices)                (Zip Code)




Registrant's telephone number including area code:  (217) 786-4300



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
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           



Indicate  the  number   of  shares  outstanding   of  each   of  the
Registrant's  classes of common stock,  as of the latest practicable
date.




                Shares outstanding at July 31, 1996:
                             19,886,572

                Common stock, no par value per share

<PAGE>





                        UNITED INCOME, INC.
                          (the "Company")


                               INDEX




Part I:   Financial Information


     Balance Sheets as of June 30, 1996 and 
     December 31, 1995 . . . . . . . . . . . . . . . . . . . . .  3


     Statements of Operations for the six months and three
     months ended June 30, 1996 and 1995  . . . . . . . . . . . . 4


     Statements of Cash Flows for the six months
     ended June 30, 1996 and 1995  . . . . . . . . . . . . . . .  5


     Notes to Financial Statements . . . . . . . . . . . . . . .  6


     Management's Discussion and Analysis of
     Financial Condition and Results of Operations . . . . . . . 12



Part II:  Other Information


     Signatures  . .  . . . . . . . . . . . . . . . . . . . . . .18



                                     2
<PAGE>



                      PART 1.  FINANCIAL INFORMATION
                       Item 1.  Financial Statements

                            UNITED INCOME, INC.
<TABLE>
                                Balance Sheet

                                                 June 30,       December 31, 
                                                   1996             1995

<S>                                           <C>              <C>
ASSETS

Cash and cash equivalents                     $    299,551     $    364,370 
Mortgage loans                                     178,984          182,206 
Notes receivable from affiliate                    864,100          714,100 
Accrued interest income                             28,151            7,040 
Property and equipment (net of accumulated 
   depreciation $106,653 and $102,208)               7,613           12,058 
Investment in affiliates                        12,101,787       11,985,958 
Other assets (net of accumulated
   amortization $127,503 and $108,995)             101,782          120,290 
         Total assets                         $ 13,581,968     $ 13,386,022 




LIABILITIES AND SHAREHOLDERS' EQUITY
 
Liabilities and accruals:
   Convertible debentures                     $   902,300      $    902,300 
   Indebtedness of affiliate                       90,976            87,869 
   Other liabilities                                2,259            40,722 
         Total liabilities                        995,535         1,030,891 

 
Shareholders' equity:
   Common stock - no par value, stated value
    .033 per share.  33,000,000 shares 
     authorized, 22,423,572 issued in 1996,    
     22,423,572 issued in 1995                    739,977           739,977 
Additional paid-in capital                     14,633,455        14,633,455 
Unrealized depreciation ofinvestments held
   for sale of affiliate                          (55,198)             (236)
Accumulated deficit                            (2,648,080)       (2,934,344)

         Total shareholders' equity            12,670,154        12,438,852 

   Common stock in treasury, at cost
      (2,537,000 shares)                          (83,721)          (83,721)
         Total shareholders' equity            12,586,433        12,355,131 
         Total liabilities and 
           shareholders' equity              $ 13,581,968      $ 13,386,022 


</TABLE>

                             See accompanying notes.
                                       3

<PAGE>

                              UNITED INCOME, INC.

                            Statement of Operations

<TABLE>
                                Three Months Ended         Six Months Ended
                             June 30,       June 30,   June 30,       June 30,
                               1996           1995       1996           1995

<S>                        <C>           <C>           <C>         <C>
Revenues:

   Interest income         $    3,793     $    3,726   $    7,466   $    8,714 
   Interest income from
     affiliates                20,717         17,387       38,795       35,941 
   Service agreement income
     from affiliates          459,454        529,411      996,058    1,034,529
   Other income from 
     affiliates                51,130         36,478       76,402       78,102
                              535,094        587,002    1,118,721    1,157,286 



Expenses:
                     
   Management fee to
     affiliate                425,672        483,677      847,635      920,718
   General expenses            14,514         23,951       66,318       70,215
   Interest expense            20,865         22,676       42,295       44,161 
                              461,051        530,304      956,248    1,035,094 
Income before provision
   for income taxes and
   equity income of investees  74,043         56,698      162,473      122,192
Equity in income (loss)
   of investees               (23,248)      (587,479)     123,791     (515,221)
                     
Net income (loss)           $  50,795     $ (530,781)   $ 286,264   $ (393,029)



Net income (loss)
   per common share         $    0.00     $    (0.03)   $    0.01   $    (0.02)


Average common shares
   outstanding             19,886,572     19,886,572   19,886,572   19,886,572 






</TABLE>



                             See accompanying notes.
                                        4

<PAGE>

                                UNITED INCOME, INC.

                              Statement of Cash Flows

<TABLE>

                                                   June 30,       June 30,
                                                     1996           1995

<S>                                               <C>           <C> 
Decrease in cash and cash equivalents
   Cash flows from operating activities:
       Net income (loss)                          $  286,264    $ (393,029)
   Adjustments to reconcile net income (loss) to net
       cash provided by  operating activities:
       Depreciation and amortization                  22,953        28,033 
       Accretion of discount on mortgage loans          (330)            0 
       Equity in gain (loss) of investees           (123,791)      515,221
   Changes in assets and liabilities:
      Change in accrued investment and
       interest income                               (21,111)       (1,641)
      Change in indebtedness of affiliates             3,107        12,058 
      Change in other liabilities                    (38,463)      (15,095)
Net cash provided by operating activities            128,629       145,547 


Cash flows from investing activities:
      Capital contribution to investee               (47,000)      (23,500)
      Purchase of investments in affiliates                0       (17,296)
      Issuance of notes receivable affiliate        (150,000)            0 
      Payments received on mortgage loans               3,552        2,094 
      Purchase of mortgage loan                             0     (126,000)
Net cash used in investing activities                (193,448)    (164,702)


Net decrease in cash and cash equivalents             (64,819)     (19,155)
Cash and cash equivalents at beginning of period      364,370      230,266 
Cash and cash equivalents at end of period         $  299,551  $   211,111 

</TABLE>
                            See accompanying notes.
                                      5

<PAGE>



                        UNITED INCOME, INC.

                   NOTES TO FINANCIAL STATEMENTS
                            (Unaudited)


1.   BASIS OF PRESENTATION

The accompanying financial  statements have been prepared by  United
Income, Inc. (the "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,
1995.  

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.

At  June 30, 1996,  the affiliates  of United Income,  Inc., were as
depicted on the following organizational chart.


                                  6
<PAGE>



                        ORGANIZATIONAL CHART
                        AS OF JUNE 30, 1996



United  Trust, Inc.  ("UTI") is  the ultimate  controlling  company.
UTI  owns 53%  of  United Trust  Group  ("UTG")  and  30% of  United
Income,  Inc. ("UII").  UII owns 47% of UTG.   UTG owns 72% of First
Commonwealth  Corporation  ("FCC").   FCC  owns  100%  of  Universal
Guaranty Life  Insurance Company  ("UG").   UG owns  100% of  United
Security Assurance  Company ("USA").   USA owns  84% of  Appalachian
Life  Insurance  Company ("APPL")  and  APPL  owns 100%  of  Abraham
Lincoln Insurance Company ("ABE").



                                  7
<PAGE>



2.   STOCK OPTION PLANS

The Company has a stock option  plan under which certain  directors,
officers  and employees  may be  issued  options  to purchase  up to
450,000 shares  of common stock at  $.915 per share.  Options become
exercisable at 25% annually beginning one  year after date of  grant
and  expire generally  in five  years.    In November  1992, 149,100
option  shares were granted.  At June 30,  1996, options for 149,100
shares  were  exercisable  and  options  for  300,900  shares   were
available for grant.  No options have been exercised during 1996.

On  January  15,  1991,  the  Company  adopted  an  additional  Non-
Qualified  Stock Option Plan under which certain employees and sales
personnel  may  be granted  options.    The  plan  provides for  the
granting of up to 600,000 options at an  exercise price of $.033 per
share, and  the options generally expire five years from the date of
grant.  Options for  146,000 shares of common  stock were granted in
1991, and  options for  19,000 shares  were  granted in  1993.   All
options granted  have been  exercised.   No  options were  exercised
during 1996.   At  June 30, 1996,  no options  were exercisable  and
options for 435,000 were available for grant.  


3.  LEGAL PROCEEDINGS OF AFFILIATES

During the third quarter  of 1994, UG became aware that certain  new
insurance business  was being solicited by certain agents and issued
to individuals considered to  be not insurable by Company standards.
These policies  had a face amount  of $22,700,000  and represent 1/2
of 1%  of the insurance in  force.   Management's analysis indicates
that  the expected  death claims  on  the business  in force  to  be
adequately  covered by  the mortality  assumptions inherent  in  the
calculation  of  statutory reserves.   Nevertheless,  management has
determined it is in the  best interest of the  Company to repurchase
as many of the  policies as possible.   As of June  30, 1996,  there
remained approximately $5,700,000 of the original face amount  which
have not  been settled.   The Company will  continue its efforts  to
repurchase as  many  of  the  policies  as  possible  and  regularly
apprise the  Ohio Department  of Insurance regarding  the status  of
this situation.   Through June 30,  1996, the Company  spent a total
of  $3,358,000 for  the repurchase  of  these  policies and  for the
defense of related litigation.

The  Company is  currently  involved in  the  following  litigation:
Freeman    v.    Universal    Guaranty   Life    Insurance   Company
(U.S.D.C.,N.D.Ga, 1994, 1-94-CV-2593-RCF);   Armstrong v.  Universal
Guaranty Life  Insurance Company and  James Melville (Circuit  Court
of  Davidson  county,  Tenn.,  1994, 94C3720);  Ridings v. Universal
Guaranty Life  Insurance Company and  James Melville (Circuit  Court
of  Davidson County,  Tenn., 1994,  94C3720);   Ridings v. Universal
Guaranty Life  Insurance Company and  James Melville (Circuit  Court
of Davidson County, Tenn., 1994, 94C3221).

Four  general agents of UG filed independent suits against UG in the
latter  part of September  or early  October 1994.   Kathy Armstrong
(3-94-1085), another general agent, filed her  suit on November  16,
1994.   All of the  suits allege that  the plaintiff  was libeled by
statements made  in a letter  sent by UG.   The  letter was  sent to
persons  who had been  issued life insurance  policies by  UG as the
result  of policy applications  submitted by  the five  agents.  Mr.
Melville is a defendant  in some of the  suits because he signed the
letter as president of UG.  

In  addition to the  defamation count,  Mr. Freeman  alleges that UG
also  breached a  contract by  failing  to  pay his  commissions for
policies issued.   Mr. Freeman claims unpaid commissions of $65,000.
In the libel claim, Mr. Freeman  claims compensatory damages of over
$5,000,000,  punitive  damages  of   over  $3,000,000,  costs,   and
litigation  expenses.   The other  plaintiffs request  the award  of
unspecified  compensatory damages and punitive  (or special) damages
as well  as costs and attorney's fees.  UG has  filed Answers to all
of these  suits asserting various  defenses and, where  appropriate,
counterclaims.  The Freeman  suit went to trial  in April 1996.  The
jury awarded  Mr. Freeman $365,000 in  general damages and  $700,000
in punitive damages.   In May 1996, UG filed an appeal.  The Company
believes the ultimate settlement of these  lawsuits will not have  a
material impact on  the financial statements  and intends  to defend
these suits vigorously.

                                  8
<PAGE>

Jeffrey  Ploskonka,  Keith  Bohn  and  Paul  Phinney  v.   Universal
Guaranty  Life  Insurance Company  (Circuit  Court  of  the  Seventh
Judicial Circuit Sangamon County, Illinois Case No.:  95-L-0213)

On March  9, 1995  a lawsuit  was filed  against Universal  Guaranty
Life Insurance Company on behalf of  three insureds and a  potential
class  of other insureds.   The  Plaintiffs allege  that UG violated
the  insurance  contract in  attempting  to  cancel  life  insurance
contracts.    Additionally,  the  Plaintiffs  assert  violations  of
Illinois   law  alleging   vexations  and   unreasonable   insurance
practices, breach of  duty of good faith  and fair dealing, and that
Illinois consumer  fraud laws have  been violated.   The  Plaintiffs
seek    unspecified   compensatory   damages,   injunctive   relief,
attorneys' fees,  statutory damages  in an amount up  to $25,000.00,
punitive damages of $1,000,000.00,  and other equitable  relief.  UG
filed  an Answer  to this  lawsuit  in  May 1995,  asserting various
defenses and  reserving the right to  assert counterclaims.   UG has
also  filed motions  to dismiss certain allegations  and claims made
in the  lawsuit.   UG believes  it has  no liability to  any of  the
plaintiffs, or other potential class  members, and intends to defend
the  lawsuit vigorously.    In June  1995,  the  court conditionally
certified a class of non-settling insureds.   This suit is currently
in the discovery stage, with a trial date set for late October.

The Company  and  its subsidiaries  are  named  as defendants  in  a
number  of  legal  actions  arising primarily from claims made under
insurance  policies.     Those  actions  have  been  considered   in
establishing the  Company's liabilities.   Management and its  legal
counsel are  of the  opinion that  the settlement  of those  actions
will not have a material adverse  effect on the Company's  financial
position or results of operations.

The  number  of  insurance  companies  that  are  under   regulatory
supervision has increased, and that increase  is expected to  result
in an  increase in  assessments by  state guarantee  funds to  cover
losses  to policyholders  of insolvent  or rehabilitated  companies.
Those mandatory  assessments may  be partially  recovered through  a
reduction  in  future  premium  taxes  in  some  states.    For  all
assessment  notifications  received,  the  Company  has  accrued for
those assessments.


4.  SUMMARIZED FINANCIAL INFORMATION OF UNITED TRUST GROUP, INC.


The  following provides  summarized  financial  information for  the
Company's 50% or less owned affiliate:


                                   9
<PAGE>

The following procides summarized financial information for the Company's
47% owned affiliate:



                           UNITED TRUST GROUP, INC.

                               AND SUBSIDIARIES                                


<TABLE>
                                               June 30,      December 31,
                                                 1996            1995
  
                                    ASSETS

<S>                                         <C>             <C>
Total investments                           $ 243,133,923   $ 244,815,985
Cash and cash equivalents                      16,057,523      12,024,668
Reinsurance receivables                        50,496,761      53,115,987
Cost of insurance acquired                     11,678,042      11,436,728
Value of agency force acquired                  6,324,513       6,485,733
Other assets                                   27,663,043      27,556,921
         Total assets                       $ 355,353,805   $ 355,436,022




                      LIABILITIES AND SHAREHOLDERS' EQUITY


Policy liabilites                           $ 263,745,674   $ 261,796,945
Notes payable                                  20,360,332      21,463,328
Deferred income taxes                          15,343,177      16,100,283
Other liabilities                               5,044,229       5,478,001
        Total liabilities                     304,493,412     304,838,557
Minority interests in consolidated
  subsidiaries                                 13,986,474      13,881,640



                               SHAREHOLDERS' EQUITY

Common stock no par value.
 authorized 10,000 shares - 100
 shares issued                                 45,826,705      45,726,705
Unrealized depreciation of investments
 in stocks                                       (117,442)           (501)
Accumulated deficit                            (8,835,344)     (9,010,379)
        Total shareholders' equity             36,873,919      36,715,825
        Total liabilities and
          shareholders' equity              $ 355,353,805   $ 355,436,022

</TABLE>
                                       10
<PAGE>

The following provides summarized financial information for the Company's
47% owned affiliate:


                                UNITED TRUST GROUP, INC.

                                   AND SUBSIDIARIES
<TABLE>

                            Quarter Ended              Six Months Ended
                               June 30,                    June 30,
                         1996            1995          1996            1995

<S>                  <C>            <C>            <C>           <C>
Premiums and other
 considerations      $  8,514,175   $  9,507,694   $ 16,995,686  $  18,211,026
Net investment income   3,930,487      3,849,212      7,904,894      7,706,774
Other                    (257,585)      (790,515)      (198,811)        34,068
                       12,187,077     12,566,391     24,701,769     25,951,868



Benefits, claims and
 settlement expenses    7,083,803      9,113,933     13,612,563     17,211,763 
Commissions, DAC, cost
 of insurance acquired
 and agency force
 amortizations          2,298,549      2,860,032      4,866,470      5,311,062
Operating and interest
 expenses               3,072,535      2,742,174      6,689,195      6,191,236
                       12,454,887     14,716,139     25,168,228     28,714,061



Net income (loss) before
 income taxes and minority
 interest               (267,810)     (2,149,748)      (466,459)    (2,762,193)
Credit for income taxes  182,695         375,087        794,885      1,105,930
Minority interest in 
 (income)loss of
 consolidated
 subsidiaries             (8,525)        469,062       (153,391)       446,272

Net income (loss)    $   (93,640)   $ (1,305,599)   $   175,035   $ (1,209,991)


                                       11
<PAGE>

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
financial condition, changes  in financial condition and results  of
operations  which reflect  the  performance  of the  Company.    The
information in  the financial statements and related notes should be
read in conjunction with this section.

At June 30, 1996 and  December 31, 1995, the  balance sheet reflects
UII's 47% equity interest in United Trust  Group, Inc. ("UTG").  The
statements  of operations  and statements  of cash  flows  presented
include UII and UII's equity share of UTG. 


LIQUIDITY AND CAPITAL RESOURCES

The Company's  principal need for cash  is the  payment of operating
expenses and  interest on its convertible  debentures.  The  Company
currently has  $300,000 in cash and  cash equivalents.   The Company
holds two  mortgage  loans at  June  30,  1996.   Additionally,  the
Company holds notes receivable from  affiliates of $864,000.   There
were  no  financing  activities  in  the  current  or  prior  period
presented.  Further  sources of capital resources will be  dependent
upon dividends received from UTG.  

The payment of cash dividends to  shareholders by UTG is not legally
restricted.   At June  30, 1996, substantially  all of  consolidated
shareholders'  equity   of  UTG   represents  net   assets  of   its
subsidiaries.    UTG has  no daily  operations of  its own.   Before
consolidation   of   its   subsidiaries,  UTG   holds  approximately
$10,040,000  in  notes  receivable  and   possesses  liabilities  of
$10,040,000  in the  form of  notes  payable.   These  notes contain
identical  terms.     Additionally,   UTG  has   an  investment   in
subsidiaries  of  $37,000,000  and  cash  of  $51,000.    Management
believes  the financial position  of UTG  is sufficient  to meet its
future needs. 

The payment of cash dividends to shareholders by  UII is not legally
restricted.  UG's dividend limitations are described below.

Ohio   domiciled  insurance   companies  require   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.  For the year ended December 31, 1995, UG had
a  statutory gain from  operations of  $3,252,000.   At December 31,
1995,  UG statutory  capital  and surplus  amounted  to  $7,274,000.
Extraordinary dividends  (amounts  in  excess of  ordinary  dividend
limitations) require  prior approval of  the insurance  commissioner
and are not restricted to a specific calculation as to amount.

Management believes that the overall sources of liquidity  available
to  the  Company  will  be  sufficient   to  satisfy  its  financial
obligations.


RESULTS OF OPERATIONS

YEAR-TO-DATE 1996 COMPARED TO 1995:

(a)  Revenues:

The Company's  primary source  of revenues is  derived from  service
fee income which is provided via a service  agreement with USA.  The
service  agreement  between UII  and  USA  is  to  provide USA  with
certain  administrative  services.    The  fees   are  based  on   a
percentage of premium revenue of USA.   The percentages are  applied
to both first year and renewal premiums at different rates.

                                12
<PAGE>

Interest  income from affiliates  is from  notes receivable  from an
affiliate.  The notes, representing debt  of FCC, carry interest  at
a  rate of 1%  over prime  as published in the  Wall Street Journal,
payable quarterly.   Principal is  due upon maturity, with  $700,000
due on May 8, 2006, and $150,000 due on June 1, 1999.

Interest  income is derived  from two  mortgage loans  and from cash
and  cash  equivalents.    The  mortgage loans  are  first  position
mortgage loans in good standing.


(b)  Expenses:

The Company's source  of expenses  is derived  from salaries,  wages
and  employee  benefits,   professional  fees  and  other  operating
expenses associated with the services to  be provided by the Company
pursuant to the service agreement between the Company and USA.

Effective September  1,  1990,  the  Company  entered  into  a  sub-
contract  service agreement  with  United Trust,  Inc.  ("UTI")  for
certain  administrative  services.    Through  its  facilities   and
personnel,  UTI performs  such  services as  may be  mutually agreed
upon between  the parties.   The fees are  based on  a percentage of
the fees paid to UII by USA.  The Company has incurred $848,000  and
$921,000 in service fee expense in the first six months of 1996  and
1995, respectively.

Interest expense  of $43,000 and $44,000  was incurred  in the first
six months of 1996 and 1995, respectively.   The interest expense is
directly   attributable  to   the  convertible   debentures.     The
Debentures bear interest at a variable  rate equal to one percentage
point above  the prime  rate published  in the  Wall Street  Journal
from time to time.   


(c)  Equity in income or (loss) of Investees:

Equity in income or (loss) of  investees represents UII's 47%  share
of net income or (loss) of UTG for  the first six months of 1996 and
1995.  Following is a discussion  of the more significant  operating
result differences of UTG for the first six months 1996 compared  to
1995.

Premium  income,  net of  reinsurance  premium,  decreased  8%  when
comparing the first six  months of 1996 to  the same period one year
ago.   The decrease is primarily attributed to the  reduction in new
business production and the  change  in products marketed.  In 1995,
the  Company  has streamlined  the  product  portfolio, as  well  as
restructured  the  marketing  force.   The  decrease  in  first year
premium production  is directly related  to the  Company's change in
distribution  systems.    The Company  has  changed  its  focus from
primarily a  broker agency  distribution system to  a captive  agent
system.   Business  written by  the  broker  agency force  in recent
years did not  meet Company expectations.   With the change in focus
of distribution systems, most of the broker agents were terminated.

The change  in marketing  strategy from  traditional life  insurance
products  to universal  life insurance  products had  a  significant
impact on  new business production.   As a  result of  the change in
marketing  strategy the agency  force went through a restructure and
retraining  process.   Cash  collected from  the universal  life and
interest  sensitive products  contribute  only the  risk  charge  to
premium income; however, traditional  insurance products  contribute
all monies received  to premium income.  One  factor that has had  a
positive   impact  on   premium  income   is  the   improvement   of
persistency.    Persistency  is  a  measure  of  insurance in  force
retained in relation to the previous year.

                                  13
<PAGE>

Other considerations, net of reinsurance, increased 10% compared to
one  year ago.    Other considerations  consists  of administrative
charges  on universal  life and  interest sensitive  life insurance
products.    The insurance  in  force  relating  to  these types of
products continues to increase as  marketing efforts are  focusedon
universal life insurance products.

Life benefits,  net of  reinsurance benefits  and claims, decreased
24% when comparing the  first six months of  1996 to the sameperiod
one year  ago.   The decrease is  primarily due to  the decrease in
mortality.    Mortality decreased  approximately  $1,100,000 in the
first six months of  1996 when compared  to 1995.  The decrease can
also  be  attributed   to  the   decrease  in  first  year  premium
production.    Another  factor  that  has  caused  life  benefitsto
decrease  is that  during 1994,  the Company  lowered  itscrediting
rates  on  interest sensitive  products  in  response  to financial
market  conditions.   This action  will facilitate  the appropriate
spreads between investment returns  and credited interest rates. It
takes approximately one year to fully  realize a change in credited
rates  since  a  change becomes  effective  on  each  policy's next
anniversary.   Please  refer to discussion of  net investmentincome
for analysis of interest spreads. 


(d)  Net income:

The   Company  recorded net income of $286,000  for the  first  six
months of  1996 compared to a  net loss of  ($393,000) for the same
period  one year ago.   Net  income is  attributed primarily  tothe
operating results of the Company's 47% equity interest in UTG. 


SECOND QUARTER 1996 COMPARED TO 1995:

(a)  Revenues:

The Company's source of revenues is  derived from service feeincome
which  is provided via  a service  agreement with USA.   Theservice
agreement  between  UII and  USA  is  to  provide  USA with certain
administrative services.   The  fees are  based on  a percentage of
premium revenue of USA.   The percentages are applied to both first
year and renewal premiums at different rates.

Interest income  from affiliates  is from  notes receivable from an
affiliate.  The notes, representing debt  of FCC, were acquiredfrom
outside third  parties in  December 1993,  and carry  interest at a
rate of  1% above prime.   The Company  received an additional note
receivable  for  $150,000 during  first quarter  1996 with  thesame
affiliate.  Interest is  calculated at a rate of 1% above prime and
is received quarterly.

Net investment  income is derived from  two mortgage  loans andfrom
cash and  cash equivalents.  The  mortgage loans  are firstposition
mortgage loans in good standing.


(b)  Expenses:

The Company's  source of  expenses is derived  from salaries, wages
and  employee  benefits,  professional   fees  and  other operating
expenses associated with the services to  be provided by theCompany
pursuant to the service agreement between the Company and USA.

Effective  September  1,  1990, the  Company  entered  into  a sub-
contract  service agreement  with  United Trust,  Inc.  ("UTI") for
certain  administrative  services.    Through  its  facilities  and
personnel, UTI  performs such  services as  may  be mutually agreed
upon between  the parties.   The fees are  based on  a percentageof
the fees paid to UII  by USA.  The Company has incurred $426,000and
$484,000 in  service fee expense  to UTI  in the  second quarter of
1996 and 1995, respectively.

                                  14
<PAGE>

Interest expense of $21,000 and $23,000  was incurred in the second
quarter  of 1996 and  1995, respectively.  The  interest expense is
directly  attributable   to  the   convertible   debentures.    The
Debentures bear interest at a variable  rate equal to onepercentage
point above  the prime  rate published  in the  Wall Street Journal
from time to time.   


(c)  Equity in income or (loss) of Investees:

Equity in income or (loss) of  investees represents UII's 47% share
of net income or (loss)  of UTG for  the second quarter of 1996 and
1995.  Following is a discussion  of the more significant operating
result differences of UTG for second quarter 1996 compared to1995.

Premium  income,  net of  reinsurance  premium,  decreased  4% when
comparing second quarter  of 1996 to  second quarter  of 1995.  The
decrease  is primarily attributed  to the  reduction in newbusiness
production and  the  change in  products  marketed.   In  1995, the
Company streamlined the  product portfolio, as well as restructured
the marketing force.  The decrease  in first year premiumproduction
is  directly  related  to  the  Company's  change  in  distribution
systems.  The Company has changed its  focus from primarily abroker
agency  distribution system  to a  captive agent  system.  Business
written by  the broker  agency force in  recent years  did not meet
Company expectations.    With the  change in  focus of distribution
systems, most of the broker agents were terminated.

The change  in marketing  strategy from  traditional life insurance
products  to universal  life insurance  products had  a significant
impact on  new business production.   As a result  of the change in
marketing strategy the agency force  went through a  restructureand
retraining  process.   Cash collected  from the  universal  lifeand
interest  sensitive products  contribute  only the  risk  charge to
premium income;  however, traditional  insurance productscontribute
all monies received to  premium income.   One factor that has had a
positive   impact  on   premium  income   is  the   improvement  of
persistency.    Persistency  is a  measure  of  insurance  in force
retained in relation to the previous year.

Other considerations, net  of reinsurance, increased 7% compared to
one  year ago.    Other considerations  consists  of administrative
charges  on universal  life and  interest sensitive  life insurance
products.    The insurance  in  force  relating  to  these types of
products continues to increase  as marketing efforts  are focusedon
universal life insurance products.

Life benefits,  net of  reinsurance benefits  and claims, decreased
25%  when comparing second  quarter of  1996 to the  same periodone
year  ago.   The  decrease  is  primarily  due  to the  decrease in
mortality.    Mortality  decreased  approximately  $781,000  in the
second quarter of 1996 when compared to the second quarter of 1995.
The  decrease can also  be attributed to the  decrease in firstyear
premium  production.  Another  factor that  has caused lifebenefits
to decrease is that during 1994,  the Company lowered its crediting
rates  on  interest sensitive  products  in  response  to financial
market  conditions.   This action  will facilitate  the appropriate
spreads between investment returns and credited  interest rates. It
takes approximately one year to fully  realize a change in credited
rates  since  a  change  becomes effective  on  each  policy's next
anniversary.  Please  refer to  discussion of net investment income
for analysis of interest spreads. 


(d)  Net income:

The  Company recorded net  income of  $51,000 for  second quarterof
1996 compared to a  net loss of ($531,000)  for the same  periodone
year  ago.   Net income  is  attributed  primarily to  theoperating
results of the Company's 47% equity interest in UTG. 

                                  15
<PAGE>


FINANCIAL CONDITION

The  Company owns 47%  equity interest  in UTG  which controlstotal
assets  of   approximately  $355,000,000.     Summarized  financial
information of UTG are shown in note 4 of this filing.


FUTURE OUTLOOK

Factors   expected  to  influence  life  insurance  industry growth
include:    1)   competitive  pressure  among  the  large number  of
existing firms;   2)  competition  from financial service companies,
as they  seek to  expand into insurance  products;   3)   customers'
changing needs  for new types of insurance products;  4)  customers'
lack of confidence in the entire industry as a result of the  recent
highly visible failures;  and 5)   uncertainty concerning the future
regulation  of  the  industry.    Growth  in  demand  for  insurance
products  will  depend  on  demographic  variables  such  as  income
growth, wealth accumulation, populations and workforce changes.

                                 16
<PAGE>




                    PART II.  OTHER INFORMATION


Omitted as the required information is inapplicable. 


                                 17
<PAGE>



                                  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.


                             UNITED INCOME, INC.
                                (Registrant)





                                           
Date  August 9, 1996                    By /s/ Thomas F. Morrow     
                                           Thomas F. Morrow, Chief Operating
                                           Officer and Vice Chairman

                                   


Date  August 9, 1996                    By /s/ James E. Melville    
                                           James E. Melville, Chief Financial
                                           Officer and Senior Executive Vice
                                           President




           
                                     18
<PAGE.



</TABLE>

<TABLE> <S> <C>

<ARTICLE> 7
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   6-MOS                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996             DEC-31-1995
<PERIOD-END>                               JUN-30-1996             JUN-30-1995
<DEBT-HELD-FOR-SALE>                                 0                       0
<DEBT-CARRYING-VALUE>                                0                       0
<DEBT-MARKET-VALUE>                                  0                       0
<EQUITIES>                                           0                       0
<MORTGAGE>                                     178,984                 183,906
<REAL-ESTATE>                                        0                       0
<TOTAL-INVEST>                                 178,984                 183,906
<CASH>                                         299,551                 211,111
<RECOVER-REINSURE>                                   0                       0
<DEFERRED-ACQUISITION>                               0                       0
<TOTAL-ASSETS>                              13,581,968              15,094,447
<POLICY-LOSSES>                                      0                       0
<UNEARNED-PREMIUMS>                                  0                       0
<POLICY-OTHER>                                       0                       0
<POLICY-HOLDER-FUNDS>                                0                       0
<NOTES-PAYABLE>                                902,300                 902,300
                                0                       0
                                          0                       0
<COMMON>                                       739,977                 656,256
<OTHER-SE>                                  11,930,177              14,438,191
<TOTAL-LIABILITY-AND-EQUITY>                13,581,968              15,094,447
                                           0                       0
<INVESTMENT-INCOME>                             46,261                  44,655
<INVESTMENT-GAINS>                                   0                       0
<OTHER-INCOME>                               1,072,460               1,112,631
<BENEFITS>                                           0                       0
<UNDERWRITING-AMORTIZATION>                          0                       0
<UNDERWRITING-OTHER>                                 0                       0
<INCOME-PRETAX>                                162,473                 122,192
<INCOME-TAX>                                         0                       0
<INCOME-CONTINUING>                            162,473                 122,192
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                   286,264               (393,029)
<EPS-PRIMARY>                                      .01                   (.02)
<EPS-DILUTED>                                      .01                   (.02)
<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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