8-K

                      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)          April 3, 2001
                                                ------------------------------


                                 Unitrin, Inc.
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            (Exact name of registrant as specified in its charter)

                                   Delaware
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        (State or other jurisdiction of incorporation or organization)


           One East Wacker Drive, Chicago, Illinois            60601
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           (Address of principal executive offices)          (Zip Code)



                   0-18298                               95-4255452
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          (Commission File Number)          (I.R.S. Employer Identification No.)

                                 (312)661-4600
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             (Registrant's telephone number, including area code)

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




Item 2. Acquisition or Disposition of Assets

As more fully described in the press release issued by Unitrin, Inc. (the
"Registrant") on April 10, 2001, attached hereto as Exhibit 99.1 and
incorporated by reference herein, the Registrant has acquired certain securities
of Northrop Grumman Corporation ("Northrop") in exchange for all of the
Registrant's holdings of Litton Industries, Inc. ("Litton") common stock
pursuant to Northrop's acquisition of Litton (the "Transaction").

Item 7. Financial Statements and Exhibits

(a)  Financial statements of businesses acquired.

     Not applicable.

(b)  Pro forma financial information.

     The pro forma effects of the Transaction are described in the narrative
     description contained in Registrant's press release attached hereto as
     Exhibit 99.1 and incorporated herein by reference. Such narrative
     description is furnished in lieu of pro forma financial statements as
     permitted by Rule 11-02(b)(1) of Regulation S-X (17 CFR (S) 210.11-02) and
     should be read in conjunction with the Registrant's Consolidated Financial
     Statements and related notes included in the Registrant's Annual Report on
     Form 10-K, filed with the Commission for the year ended December 31, 2000.

(c)  Exhibits.

     Exhibit Number                 Description
     --------------                 -----------
          99.1                      Text of Registrant's Press Release


                                  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.


                                      Unitrin, Inc.
                                      ------------------------------------------


Date:  April 12, 2001                 /s/ Richard Roeske
                                      ------------------------------------------

                                      Richard Roeske
                                      Vice President and Chief Accounting
                                      Officer

EX-99.1

                                                                    Exhibit 99.1

[Company Logo - News Release]

Unitrin To Record Second Quarter Gain from Northrop Acquisition of Litton

CHICAGO--(BUSINESS WIRE)--April 10, 2001--Unitrin, Inc. (NASDAQ: UNIT) announced
today that it will recognize an after-tax accounting gain of approximately
$362.4 million, or $5.37 per common share for its second quarter ending June 30,
2001 based on Northrop Grumman Corporation's release of preliminary information
concerning the results of its tender offer for Litton Industries, Inc.  Prior to
the Northrop-Litton transaction, Unitrin and its subsidiaries owned
approximately 12.7 million shares of Litton common stock, or approximately 28%
of Litton's outstanding common stock.  In exchange for its holdings of Litton
common stock and based on today's closing prices for Northrop common stock and
Series B preferred stock, Unitrin estimates that it will receive approximately
1.8 million shares of Northrop Series B preferred stock valued at approximately
$206.4 million and approximately 7.7 million shares of Northrop common stock
valued at approximately $707.4 million in a tax-free exchange. In addition to
receiving the Northrop preferred and common stock, Unitrin estimates that it
will receive cash of approximately $174.8 million, resulting in estimated total
consideration received of approximately $1,088.6 million.  Richard C. Vie,
Chairman of the Board, President and Chief Executive Officer of Unitrin stated
"We are pleased to have realized a portion of our long-term investment in Litton
in a tax-free manner while maintaining a continuing interest in the combined
companies."

Prior to Northrop's acquisition of Litton, Unitrin accounted for its investment
in Litton under the equity method of accounting. As a result of the Northrop-
Litton transaction, Unitrin's ownership percentage in the combined company falls
below 20%, and accordingly, Unitrin will no longer apply the equity method of
accounting. For the year ended December 31, 2000, Unitrin recorded net income of
$38.2 million, or $0.56 per common share, from its investment in Litton.
Depending on a number of factors, including Northrop continuing to pay dividends
on its common stock at its current rate and the reinvestment of the net cash
proceeds from the transaction, Unitrin expects that its ongoing, annual reported
net income will decrease by approximately $12.2 million as a result of this
transaction, but expects that its annual after-tax cash flow will increase by
approximately $26.0 million. Since Litton did not pay dividends on its common
stock, Unitrin's annual after-tax cash flow from its investment in Litton was
zero. The terms of the preferred stock provide for the payment of dividends, and
Northrop also currently pays dividends on its common stock.

This press release contains projections and other forward-looking statements,
which usually include words such as "expect(s)," "believe(s)," "goal(s),"
"target(s)," "estimate(s)," "anticipate(s)" and similar expressions. Readers are
cautioned not to place undue reliance on such statements, which speak only as of
the date of this press release. Forward-looking statements are subject to risks
and uncertainties which could cause actual results to differ materially from
those contemplated in such statements. No assurances can be given that the
events and results contemplated in any forward-looking statements will occur or
will be achieved. The Company assumes no obligation to release publicly any
revisions to any forward-looking statements as a result of events or
developments subsequent to the date of this press release.

Unitrin, Inc.'s subsidiaries are engaged in three businesses: property and
casualty insurance, life and health insurance, and consumer finance.


CONTACT: Unitrin, Inc.
Scott Renwick, 312/661-4930
URL: http:\www.unitrin.com