UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
(Mark One)
   [X]            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the fiscal year ended December 31, 2003
                                       or
   [ ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
         For the transition period from _____________ to ______________

Commission File Number 0-16867

                            UNITED TRUST GROUP, INC.               
             (Exact name of registrant as specified in its charter)

ILLINOIS                                                              37-1172848
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)

5250 South Sixth Street, Springfield, IL                                   62703
(Address of principal executive offices)                              (Zip code)

Registrant's telephone number, including area code: (217) 241-6300

Securities registered pursuant to Section 12(b) of the Act:
                                                           Name of each exchange
Title of each class                                          on which registered
None                                                                        None

Securities registered pursuant to Section 12(g) of the Act:

                               Title of each class           
                   Common Stock, stated value $ .02 per share

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 for 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 by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K (229.405 of this chapter) is not contained  herein,  and will
not be contained,  to the best of registrant's knowledge, in definitive proxy or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10- K. [  ]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined by Rule 12b-2 of the Act). Yes [ ] No [X]

As  of  June 26,   2003,  shares  of  the  Registrant's  common  stock  held  by
non-affiliates  (based upon the price of the last sale of $ 7.25 per share), had
an aggregate market value of approximately $ 9,743,050.

At March  1, 2004 the  Registrant  had  4,001,654  outstanding  shares of Common
Stock, stated value $ .02 per share.

DOCUMENTS INCORPORATED BY REFERENCE:  None

This 10-K/A was amended so that the Index of Exhibits and Exhibits 32.1 and 32.2
are included in the publicly viewed filing.  They were previously  excluded from
public view in our 03/24/2004 10-K filing.

                                INDEX TO EXHIBITS

 Exhibit
  Number 

2(a)(4)   Articles  of  Merger of First  Commonwealth  Corporation,  A  Virginia
          Corporation  with and into  United  Trust  Group,  Inc.,  An  Illinois
          Corporation dated as of May 30, 2002, including exhibits thereto.

3(a)      Articles of Incorporation of the Registrant and all amendments thereto.

3(b)      By-Laws for the Registrant and all amendments thereto.

4(a)(4)   UTG's Agreement pursuant to Item  601(b)(4)(iii)(A)  of Regulation S-K
          with respect to long-term debt instruments.

10(a)    (2)   Coinsurance Agreement dated September 30,  1996 between Universal
               Guaranty  Life  Insurance  Company and First  International  Life
               Insurance Company,  including  assumption  reinsurance  agreement
               exhibit and amendments.

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

10(c)    (1)   Management Agreement dated December 20, 1981 between Commonwealth
               Industries Corporation, and Abraham Lincoln Insurance Company.

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

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

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

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

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

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

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

10(k)    (3)   Universal  note and security  agreement  dated November 15, 2001,
               between  United Trust Group,  Inc. and First National Bank of the
               Cumberlands.

10(l)    (3)   Line of credit agreement dated November 15, 2001,  between United
               Trust Group, Inc. and First National Bank of the Cumberlands.

10(m)    (4)   United Trust Group,  Inc.  Employee and Director  Stock  Purchase
               Plan  and  form  of  related  Stock   Restriction   and  Buy-Sell
               Agreement.

21(a)          List of Subsidiaries of the Registrant.

31.1           Certificate  of Jesse T.  Correll,  Chief  Executive  Officer and
               Chairman of the Board of UTG,  as required  pursuant to 18 U.S.C.
               Section 1350.

31.2           Certificate  of  Theodore C.  Miller,  Chief  Financial  Officer,
               Senior Vice President and Corporate Secretary of UTG, as required
               pursuant to 18 U.S.C. Section 1350.

32.1           Certificate  of Jesse T.  Correll,  Chief  Executive  Officer and
               Chairman of the Board of UTG,  as required  pursuant to 18 U.S.C.
               Section 1350.

32.2           Certificate  of  Theodore C.  Miller,  Chief  Financial  Officer,
               Senior Vice President and Corporate Secretary of UTG, as required
               pursuant to 18 U.S.C. Section 1350.

99(a)    (3)   Audit Committee Charter.




Footnote:

     (1)  Incorporated by reference from the Company's Annual Report on
          Form 10-K, File No. 0-5392, as of December 31, 1993.
     (2)  Incorporated by reference from the Company's Annual Report on
          Form 10-K, File No. 0-5392, as of December 31, 1996.
     (3)  Incorporated by reference from the Company's Annual Report on
          Form 10-K, File No. 0-5392, as of December 31, 2001.
     (4)  Incorporated by reference from the Company's Annual Report on
          Form 10-K, File No. 0-5392, as of December 31, 2002.




                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.

                            UNITED TRUST GROUP, INC.
                                  (Registrant)


                                                                    May 14, 2004
/s/Theodore C. Miller                      
Theodore C. Miller, Chief Financial Officer