SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

VIE RICHARD CARL

(Last)

(First)

(Middle)

ONE EAST WACKER DRIVE

(Street)

CHICAGO

60601

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UNITRIN INC [ UTR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman of the Board and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/29/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/29/2005		M		11,925	A	$43.1	557,882	D
Common Stock	11/29/2005		M		17,418	A	$43.38	575,300	D
Common Stock	11/29/2005		M		8,290	A	$43.5	583,590	D
Common Stock	11/29/2005		M		32,790	A	$43.61	616,380	D
Common Stock	11/29/2005		M		8,162	A	$43.5	624,542	D
Common Stock	11/29/2005		M		1,239	A	$43.5	625,781	D
Common Stock	11/29/2005		M		26,937	A	$43.5	652,718	D
Common Stock	11/29/2005		M		3,737	A	$43.5	656,455	D
Common Stock	11/29/2005		M		2,516	A	$43.5	658,971	D
Common Stock	11/29/2005		M		4,141	A	$43.5	663,112	D
Common Stock	11/29/2005		F		111,196⁽¹⁾	D	$47.45	551,916⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Options⁽³⁾	$43.1	11/29/2005		M			11,925	08/01/2005	02/01/2015	Common Stock	11,925	$0	150,000⁽⁴⁾	D
Employee Stock Options⁽³⁾	$47.45	11/29/2005		A		11,262		05/29/2006	02/01/2015	Common Stock	11,262	$0	11,262⁽⁴⁾	D
Employee Stock Options⁽³⁾	$43.38	11/29/2005		M			17,418	09/03/2004	02/05/2013	Common Stock	17,418	$0	0⁽⁴⁾	D
Employee Stock Options⁽³⁾	$47.45	11/29/2005		A		16,512		05/29/2006	02/05/2013	Common Stock	16,512	$0	16,512⁽⁴⁾	D
Employee Stock Options⁽³⁾	$43.5	11/20/2005		M			8,290	09/04/2004	05/14/2007	Common Stock	8,290	$0	0⁽⁴⁾	D
Employee Stock Options⁽³⁾	$47.45	11/29/2005		A		7,871		05/29/2006	05/14/2007	Common Stock	7,871	$0	7,871⁽⁴⁾	D
Employee Stock Options⁽³⁾	$43.61	11/29/2005		M			32,790	02/03/2005	05/05/2009	Common Stock	32,790	$0	0⁽⁴⁾	D
Employee Stock Options⁽³⁾	$47.45	11/29/2005		A		31,182		05/29/2006	05/05/2009	Commom Stock	31,182	$0	31,182⁽⁴⁾	D
Employee Stock Options⁽³⁾	$43.5	11/29/2005		M			8,162	03/07/2005	05/05/2009	Common Stock	8,162	$0	0⁽⁴⁾	D
Employee Stock Options⁽³⁾	$47.45	11/29/2005		A		7,750		05/29/2006	05/05/2009	Common Stock	7,750	$0	7,750⁽⁴⁾	D
Employee Stock Options⁽³⁾	$43.5	11/29/2005		M			1,239	03/07/2005	05/05/2009	Common Stock	1,239	$0	0⁽⁴⁾	D
Employee Stock Options⁽³⁾	$47.45	11/29/2005		A		1,175		05/29/2006	05/05/2009	Common Stock	1,175	$0	1,175⁽⁴⁾	D
Employee Stock Options⁽³⁾	$43.5	11/29/2005		M			26,937	03/07/2005	05/05/2009	Common Stock	26,937	$0	0⁽⁴⁾	D
Employee Stock Options⁽³⁾	$47.45	11/29/2005		A		25,578		05/29/2006	05/05/2009	Common Stock	25,578	$0	25,578⁽⁴⁾	D
Employee Stock Options⁽³⁾	$43.5	11/29/2005		M			3,737	03/07/2005	05/05/2009	Common Stock	3,737	$0	0⁽⁴⁾	D
Employee Stock Options⁽³⁾	$47.45	11/29/2005		A		3,547		05/29/2006	05/05/2009	Common Stock	3,547	$0	3,547⁽⁴⁾	D
Employee Stock Options⁽³⁾	$43.5	11/29/2005		M			2,516	03/07/2005	05/03/2010	Common Stock	2,516	$0	0⁽⁴⁾	D
Employee Stock Options⁽³⁾	$47.45	11/29/2005		A		2,388		05/29/2006	05/03/2010	Common Stock	2,388	$0	2,388⁽⁴⁾	D
Employee Stock Options⁽³⁾	$43.5	11/29/2005		M			4,141	03/07/2005	05/05/2009	Common Stock	4,141	$0	0⁽⁴⁾	D
Employee Stock Options⁽³⁾	$47.45	11/29/2005		A		3,931		05/29/2006	05/05/2009	Common Stock	3,931	$0	3,931⁽⁴⁾	D

Explanation of Responses:

1. This reflects shares withheld by or surrendered, either actually or constructively, to the Issuer in payment of the exercise price and/or taxes due in connection with the exercise of options disclosed in Table II.

2. In addition, 15,834 shares are held in a trust, the trustee of which is reporting person's wife. The reporting person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

3. Rights to buy.

4. Reporting person holds a total of 1,343,715 options under the Unitrin, Inc. 1990, 1997 and 2002 Stock Option Plans.

Remarks:

	Richard C. Vie	12/01/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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