Annual Statements Open main menu

UTG INC - Quarter Report: 2006 March (Form 10-Q)

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


                                   FORM 10-Q


(Mark One)

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

For the quarterly period ended March 31, 2006

                                       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 No. 0-16867

                                   UTG, INC.
             (Exact name of registrant as specified in its charter)

DELAWARE                                                              20-2907892
(State or other jurisdiction of                                 (I.R.S. Employer
 incorporation or organization)                              Identification No.)


                            5250 SOUTH SIXTH STREET
                                 P.O. BOX 5147
                             SPRINGFIELD, IL 62705
              (Address of principal executive offices) (Zip Code)


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



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 [ ]


The  number  of  shares  outstanding  of the  registrant's  common  stock  as of
April 30, 2006, was 3,879,976.



                           UTG, INC. AND SUBSIDIARIES
                                (The "Company")



                               TABLE OF CONTENTS

PART 1.   FINANCIAL INFORMATION................................................3


   Item 1.  Financial Statements...............................................3

     Consolidated Balance Sheets as of March 31, 2006 and
         December 31, 2005.....................................................3

     Consolidated Statements of Operations for the three months ended
         March 31, 2006 and 2005...............................................4

     Consolidated Statement of Changes in Shareholders' Equity and
         Comprehensive Income for the three months ended March 31, 2006........5

     Consolidated Statements of Cash Flows for the three months ended
         March 31, 2006 and 2005...............................................6

     Notes to Consolidated Financial Statements................................7

   ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS............................................12

   ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK........16

   ITEM 4.  CONTROLS AND PROCEDURES...........................................17

PART II.   OTHER INFORMATION..................................................18


   ITEM 1.  LEGAL PROCEEDINGS.................................................18

   ITEM 2.  CHANGE IN SECURITIES..............................................18

   ITEM 3.  DEFAULTS UPON SENIOR SECURITIES...................................18

   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...............18

   ITEM 5.  OTHER INFORMATION.................................................18

   ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K..................................18


SIGNATURES....................................................................19

EXHIBIT INDEX.................................................................20





                          PART 1. FINANCIAL INFORMATION
                          Item 1. Financial Statements

                                    UTG, Inc.
                                AND SUBSIDIARIES

                     Consolidated Balance Sheets (Unaudited)
---------------------------------------------------------------------------------------------------------------------------------

                                                                               March 31,             December 31,
                           ASSETS                                                2006                    2005*
                                                                           -------------------    -------------------

Investments:
  Fixed maturities at amortized cost
    (market $7,276,309 and $7,500,291)                                  $           7,388,715  $           7,513,064
  Investments held for sale:
    Fixed maturities, at market (cost $127,803,612 and $127,000,657)              124,342,385            125,075,626
    Equity securities, at market (cost $13,991,459 and $15,098,815)                21,200,581             24,574,259
  Mortgage loans on real estate at amortized cost                                  36,332,326             36,781,293
  Investment real estate, at cost, net of accumulated depreciation                 43,632,271             42,587,982
  Policy loans                                                                     12,388,624             12,644,838
  Short-term investments                                                               44,284                 42,116
                                                                           -------------------    -------------------
                                                                                  245,329,186            249,219,178

Cash and cash equivalents                                                          17,681,934             12,204,087
Securities of affiliate                                                             4,000,000              4,000,000
Accrued investment income                                                           1,678,190              1,538,972
Reinsurance receivables:
  Future policy benefits                                                           31,842,379             31,908,738
  Policy claims and other benefits                                                  4,188,938              4,017,833
Cost of insurance acquired                                                          9,924,456             10,554,447
Deferred policy acquisition costs                                                   1,355,745              1,414,364
Property and equipment, net of accumulated depreciation                             2,023,372              1,921,841
Income taxes receivable, current                                                       89,331                150,447
Other assets                                                                        1,160,835              1,901,594
                                                                           -------------------    -------------------
     Total assets                                                       $         319,274,366  $         318,831,501
                                                                           ===================    ===================

               LIABILITIES AND SHAREHOLDERS' EQUITY

Policy liabilities and accruals:
  Future policy benefits                                                $         235,314,710  $         234,959,085
  Policy claims and benefits payable                                                2,248,128              1,950,037
  Other policyholder funds                                                          1,289,234              1,217,857
  Dividend and endowment accumulations                                             12,622,878             12,638,713
Deferred income taxes                                                               7,095,564              8,100,615
Other liabilities                                                                   6,344,353              4,738,809
                                                                           -------------------    -------------------
     Total liabilities                                                            264,914,867            263,605,116
                                                                           -------------------    -------------------
Minority interests in consolidated subsidiaries                                    11,597,285             11,908,933
                                                                           -------------------    -------------------

Shareholders' equity:
Common stock - no par value, stated value $.001 per share
  Authorized 7,000,000 shares - 3,890,404 and 3,901,800 shares issued
  after deducting treasury shares of 314,838 and 303,442                                3,890                  3,902
Additional paid-in capital                                                         42,205,298             42,295,661
Accumulated deficit                                                                (1,958,042)            (3,637,349)
Accumulated other comprehensive income                                              2,511,068              4,655,238
                                                                           -------------------    -------------------
     Total shareholders' equity                                                    42,762,214             43,317,452
                                                                           -------------------    -------------------
     Total liabilities and shareholders' equity                         $         319,274,366  $         318,831,501
                                                                           ===================    ===================

* Balance sheet audited at December 31, 2005.

                            See accompanying notes.





                                    UTG, Inc.
                                AND SUBSIDIARIES

                Consolidated Statements of Operations (Unaudited)
--------------------------------------------------------------------------------------------------------------

                                                                          Three Months Ended
                                                                    March 31,           March 31,
                                                                       2006                2005
                                                                 -----------------   -----------------
Revenues:

  Premiums and policy fees                                    $         4,165,766 $         4,204,960
  Reinsurance premiums and policy fees                                   (737,994)           (692,265)
  Net investment income                                                 2,539,174           2,433,259
  Realized investment gains (losses), net                               3,163,693             (18,058)
  Other income                                                            698,650             268,837
                                                                 -----------------   -----------------
                                                                        9,829,289           6,196,733

Benefits and other expenses:

  Benefits, claims and settlement expenses:
    Life                                                                5,393,244           4,870,047
    Reinsurance benefits and claims                                      (691,225)           (304,296)
    Annuity                                                               205,531             250,068
    Dividends to policyholders                                            189,552             276,007
  Commissions and amortization of deferred
    policy acquisition costs                                              (13,474)             17,371
  Amortization of cost of insurance acquired                              629,991             465,563
  Operating expenses                                                    1,724,197           1,256,884
  Interest expense                                                              0                  13
                                                                 -----------------   -----------------
                                                                        7,437,816           6,831,657

Income (loss) before income taxes, minority interest
  and equity in earnings of investees                                   2,391,473            (634,924)

Income tax credit (expense)                                              (723,827)             93,903
Minority interest in income (loss) of
  consolidated subsidiaries                                                11,676              (5,547)

                                                                 -----------------   -----------------
Net income(loss)                                              $         1,679,322 $          (546,568)
                                                                 =================   =================

Basic income (loss) per share from continuing
   operations and net income (loss)                           $              0.43 $             (0.14)
                                                                 =================   =================

Diluted loss per share from continuing
operations and net income (loss)                              $              0.43 $             (0.14)
                                                                 =================   =================

Basic weighted average shares outstanding                               3,890,404           3,955,082
                                                                 =================   =================

Diluted weighted average shares outstanding                             3,890,404           3,955,082
                                                                 =================   =================

                            See accompanying notes.



                                    UTG, Inc.
                                AND SUBSIDIARIES
 Consolidated Statement of Changes in Shareholders' Equity and Comprehensive Income
              For the three months ended March 31, 2006 (Unaudited)
-----------------------------------------------------------------------------------------------------------------


Common stock
       Balance, beginning of year                           $              3,902
       Issued during year                                                      0
       Retired common shares                                                   0
       Purchase treasury shares                                              (12)
                                                              -------------------
       Balance, end of period                                              3,890
                                                              -------------------

Additional paid-in capital
       Balance, beginning of year                                     42,295,661
       Issued during year                                                      0
       Retired common shares                                                   0
       Purchase treasury shares                                          (90,363)
                                                              -------------------
       Balance, end of period                                         42,205,298
                                                              -------------------

Accumulated deficit
       Balance, beginning of year                                     (3,637,364)
       Net gain                                                        1,679,322
                                                              -------------------
       Balance, end of period                                         (1,958,042)
                                                              -------------------

Accumulated other comprehensive income
       Balance, beginning of year                                      4,655,238
       Other comprehensive income
       Unrealized holding losses on securities
           net of reclassification adjustment                         (2,144,170)
                                                              -------------------
       Comprehensive loss
       Balance, end of period                                          2,511,068
                                                              -------------------

Total shareholders' equity, end of period                   $         42,762,214
                                                              ===================


Comprehensive income
       Net gain                                             $          1,679,322
       Unrealized holding losses on securities
           net of reclassification adjustment                         (2,144,170)
                                                              -------------------

Total comprehensive income                                  $           (464,848)
                                                              ===================

                            See accompanying notes.




                                    UTG, Inc.
                                AND SUBSIDIARIES

                Consolidated Statements of Cash Flows (Unaudited)
------------------------------------------------------------------------------------------------------------------------

                                                                            Three Months Ended
                                                                       March 31,           March 31,
                                                                         2006                2005
                                                                    ----------------    ----------------
Increase (decrease) in cash and cash equivalents
Cash flows from operating activities:
  Net income (loss)                                              $        1,679,322  $         (546,568)
  Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:
      Amortization/accretion of fixed maturities                            120,865             144,387
      Realized investment gains (losses)                                 (3,163,073)             17,589
      Policy acquisition costs deferred                                           0              (7,000)
      Amortization of deferred policy acquisition costs                      58,619              81,474
      Amortization of cost of insurance acquired                            629,991             465,563
      Depreciation                                                          590,295             515,885
      Minority interest                                                     (11,676)              5,561
      Change in accrued investment income                                  (139,218)            (91,876)
      Change in reinsurance receivables                                    (104,746)            180,932
      Change in policy liabilities and accruals                           1,344,262             519,575
      Charges for mortality and administration of
        universal life and annuity products                              (2,445,519)         (2,312,073)
      Interest credited to account balances                               1,320,200           1,355,719
      Change in income taxes payable                                        714,413             (97,919)
      Change in other assets and liabilities, net                         2,046,331              (8,466)
                                                                    ----------------    ----------------
Net cash provided by operating activities                                 2,640,066             222,783

Cash flows from investing activities:
  Proceeds from investments sold and matured:
    Fixed maturities held for sale                                        1,225,614           7,472,038
    Fixed maturities matured                                              1,422,043           1,452,531
    Equity securities                                                     4,269,674                   0
    Mortgage loans                                                        1,318,967           1,158,446
    Real estate                                                              75,095                   0
    Policy loans                                                            934,195           1,093,521
    Short-term                                                                    0                 357
                                                                    ----------------    ----------------
  Total proceeds from investments sold and matured                        9,245,588          11,176,893
  Cost of investments acquired:
    Fixed maturities held for sale                                       (2,135,700)         (6,964,849)
    Fixed maturities matured                                             (1,310,673)                  0
    Mortgage loans                                                         (870,000)         (7,445,518)
    Real estate                                                          (1,644,311)           (428,586)
    Policy loans                                                           (677,981)           (992,219)
    Short-term                                                               (2,168)                  0
                                                                    ----------------    ----------------
  Total cost of investments acquired                                     (6,640,833)        (15,831,172)
  Purchase of property and equipment                                       (166,914)            (13,600)
                                                                    ----------------    ----------------
Net cash provided by (used in) investing activities                       2,437,841          (4,667,879)

Cash flows from financing activities:
  Policyholder contract deposits                                          2,234,210           2,405,966
  Policyholder contract withdrawals                                      (1,743,895)         (1,719,108)
  Purchase of treasury stock                                                (90,375)            (60,310)
                                                                    ----------------    ----------------
Net cash provided by financing activities                                   399,940             626,548
                                                                    ----------------    ----------------

Net increase (decrease) in cash and cash equivalents                      5,477,847          (3,818,548)
Cash and cash equivalents at beginning of period                         12,204,087           8,040,924
                                                                    ----------------    ----------------
Cash and cash equivalents at end of period                       $       17,681,934  $        4,222,376
                                                                    ================    ================

                            See accompanying notes.

                           UTG, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements


1.   BASIS OF PRESENTATION

The accompanying  consolidated  financial  statements have been prepared by UTG,
Inc. ("UTG") and its consolidated subsidiaries ("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, 2005.

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.

This document at times will refer to the Registrant's largest  shareholder,  Mr.
Jesse T. Correll and certain  companies  controlled by Mr. Correll.  Mr. Correll
holds  a  majority   ownership  of  First  Southern   Funding  LLC,  a  Kentucky
corporation,  ("FSF") and First Southern  Bancorp,  Inc.  ("FSBI"),  a financial
services  holding  company  that  owns  100% of  First  Southern  National  Bank
("FSNB"),  which  operates  in the  State  of  Kentucky.  Mr.  Correll  is Chief
Executive Officer and Chairman of the Board of Directors of UTG and is currently
UTG's  largest  shareholder  through  his  ownership  control  of FSF,  FSBI and
affiliates.  At  March 31,  2006  Mr.  Correll  owns or  controls  directly  and
indirectly approximately 67% of UTG's outstanding stock.

At March 31, 2006,  consolidated  subsidiaries  of UTG, Inc. were as depicted on
the following organizational chart.



organization chart



2.   INVESTMENTS

As of March  31,  2006  and  December  31,  2005,  fixed  maturities  and  fixed
maturities  held  for  sale  represented  54% and  53%,  respectively,  of total
invested  assets.  As  prescribed  by the  various  state  insurance  department
statutes and  regulations,  the  insurance  companies'  investment  portfolio is
required  to be  invested  in  investment  grade  securities  to  provide  ample
protection for  policyholders.  In light of these statutes and regulations,  and
the Company's business and investment  strategy,  the Company generally seeks to
invest in United States  government and government  agency  securities and other
high quality low risk investments.  As of March 31,  2006, the carrying value of
fixed maturity  securities in default as to principal or interest was immaterial
in the context of consolidated  assets or shareholders'  equity. The investments
held for sale are  carried at market,  with  changes  in market  value  directly
charged  to  shareholders'   equity.  To  provide  additional   flexibility  and
liquidity,  the Company has  categorized  almost all fixed maturity  investments
acquired since 2000 as available for sale.


3.   NOTES PAYABLE

At March 31, 2006 and  December  31,  2005,  the Company had no  long-term  debt
outstanding.

On November 15, 2001, UTG was extended a $ 3,300,000 line of credit ("LOC") from
the First National Bank of Tennessee ("FNBT") located in Livingston,  Tennessee.
The LOC was for a  one-year  term  from the date of  issue.  Upon  maturity  the
Company  had  renewed  the LOC for  additional  terms  until June 1,  2005.  The
interest  rate on the LOC was  variable and indexed to be the lowest of the U.S.
prime rates as published  in the Wall Street  Journal,  with any  interest  rate
adjustments  to be  made  monthly.  In  order  to  provide  greater  operational
flexibility,  this LOC was transferred to the Company's  wholly-owned  insurance
subsidiary, UG, upon the June 1, 2005 maturity.

On June 1, 2005, UG was extended a $ 3,300,000 line of credit from the FNBT. The
LOC is for a one-year term from the date of issue.  The interest rate on the LOC
is variable and indexed to be the lowest of the U.S. prime rates as published in
the Wall Street Journal,  with any interest rate adjustments to be made monthly.
At March 31, 2006, the Company had no  outstanding  borrowings  attributable  to
this LOC.

On April 1, 2002,  UTG was extended a $ 5,000,000  line of credit from Southwest
Bank of St.  Louis.  The LOC  expired  one-year  from the date of issue  and was
renewed.  As collateral for any draws under the line of credit, UTG pledged 100%
of the common stock of its insurance  subsidiary,  UG.  Borrowings under the LOC
bear  interest  at the rate of .25% in excess of  Southwest  Bank of St.  Louis'
prime  rate.  At March 31,  2006,  the  Company  had no  outstanding  borrowings
attributable to this LOC.


4.   CAPITAL STOCK TRANSACTIONS

A.   Employee and Director Stock Purchase Program

On March 26,  2002, the Board of Directors of UTG adopted, and on June 11, 2002,
the  shareholders  of UTG approved,  the UTG, Inc.  Employee and Director  Stock
Purchase  Plan.  The plan's  purpose is to  encourage  ownership of UTG stock by
eligible  directors and employees of UTG and its  subsidiaries by providing them
with an  opportunity  to  invest  in shares  of UTG  common  stock.  The plan is
administered  by the Board of  Directors  of UTG. A total of  400,000  shares of
common stock may be purchased under the plan, subject to appropriate  adjustment
for stock dividends,  stock splits or similar  recapitalizations  resulting in a
change in shares of UTG.  The plan is not  intended  to qualify as an  "employee
stock purchase plan" under Section 423 of the Internal Revenue Code.

During 2005 and 2004, the Board of Directors of UTG approved offerings under the
plan to qualified individuals.  For the years ended December 31,  2005 and 2004,
two individuals  purchased 12,000 shares and four  individuals  purchased 14,440
shares  of UTG  common  stock,  respectively.  Each  participant  under the plan
executed a "stock restriction and buy-sell agreement",  which among other things
provides  UTG with a right of first  refusal on any  future  sales of the shares
acquired by the participant under this plan.

The  purchase  price of  shares  repurchased  under the  stock  restriction  and
buy-sell agreement shall be computed,  on a per share basis, equal to the sum of
(i) the  original  purchase  price paid to acquire such shares from UTG and (ii)
the  consolidated  statutory net earnings (loss) per share of such shares during
the  period  from the end of the month  next  preceding  the month in which such
shares  were  acquired  pursuant  to the  plan,  to the  end of the  month  next
preceding the month in which the sale of such shares to UTG occurs. At March 31,
2006,  UTG had 101,877  shares  outstanding  that were issued under this program
with a value of $ 13.83 per share pursuant to the above formula.


B.   Stock Repurchase Program

In 2001 and 2004, the Board of Directors of UTG authorized the repurchase in the
open  market or in  privately  negotiated  transactions  of up to a total of $ 2
million of UTG's common stock. On April 18, 2006, an additional $ 1 million, for
a total of $ 3 million,  was authorized for repurchasing shares at the Company's
option.  Repurchased  shares are  available  for  future  issuance  for  general
corporate  purposes.  Through  April 30,  2006, UTG has spent $ 1,836,345 in the
acquisition of 270,099 shares under this program.


C.   Earnings Per Share Calculations

Earnings per share are based on the  weighted  average  number of common  shares
outstanding  during each  period,  retroactively  adjusted to give effect to all
stock splits, in accordance with Statement of Financial Accounting Standards No.
128.  At  March 31,  2006,  diluted  earnings  per share  were the same as basic
earnings per share since the UTG had no dilutive instruments outstanding.


5.   COMMITMENTS AND CONTINGENCIES

The insurance  industry has  experienced  a number of civil jury verdicts  which
have been  returned  against life and health  insurers in the  jurisdictions  in
which the Company does business involving the insurers' sales practices, alleged
agent misconduct,  failure to properly supervise agents, and other matters. Some
of the lawsuits have resulted in the award of substantial  judgments against the
insurer,  including material amounts of punitive damages. In some states, juries
have substantial discretion in awarding punitive damages in these circumstances.
The  Company  cannot  predict  the effect  that these  lawsuits  may have on the
Company in the future.

Under the insurance guaranty fund laws in most states, insurance companies doing
business in a  participating  state can be assessed up to prescribed  limits for
policyholder  losses  incurred  by  insolvent  or  failed  insurance  companies.
Although the Company cannot predict the amount of any future  assessments,  most
insurance guaranty fund laws currently provide that an assessment may be excused
or deferred if it would  threaten an  insurer's  financial  strength.  Mandatory
assessments may be partially recovered through a reduction in future premium tax
in some states. The Company does not believe such assessments will be materially
different from amounts already provided for in the financial statements,  though
the Company has no control over such assessments.

On June 10,  2002 UTG and Fiserv  formed an alliance  between  their  respective
organizations to provide third party  administration (TPA) services to insurance
companies  seeking  business  process  outsourcing  solutions.  Fiserv  will  be
responsible  for the marketing and sales  function for the alliance,  as well as
providing the operations  processing  service for the Company.  The Company will
staff the administration  effort. To facilitate the alliance,  the Company plans
to convert its  existing  business and TPA clients to "ID3",  a software  system
owned by Fiserv to administer an array of life,  health and annuity  products in
the insurance industry. Fiserv is a unit of Fiserv, Inc. (Nasdaq: FISV) which is
an  independent,   full-service  provider  of  integrated  data  processing  and
information  management  systems to the  financial  industry,  headquartered  in
Brookfield,  Wisconsin.  The  Company  began  the  conversion  of  its  existing
insurance  business  to the "ID3"  software  system in  February  2004 and as of
March 31,  2006,  all but one small block has been converted to the ID3. Also as
part of this alliance,  a liability exists which is contingent on the completion
of future TPA arrangements.  The balance remaining of this contingent  liability
was $ 115,000 on March 31, 2006.

Also during June 2002, the Company entered into a five-year contract with Fiserv
for services  related to its purchase of the "ID3"  software  system.  Under the
contract,  the  Company  is  required  to pay  $ 12,000  per  month in  software
maintenance  costs and a per-policy  charge in offsite data center costs, with a
minimum of  $ 12,000  per month,  for a  five-year  period  from the date of the
agreement.

In the normal  course of business  the Company is involved  from time to time in
various  legal  actions and other state and federal  proceedings.  There were no
proceedings pending or threatened as of March 31, 2006.


6.   OTHER CASH FLOW DISCLOSURE

On a cash basis,  the Company paid $ 0 and $ 13 in interest  expense  during the
first three months of 2006 and 2005,  respectively.  The Company paid  $ 150,000
and $ 0 in federal  income tax during the first  three  months of 2006 and 2005,
respectively.


7.   CONCENTRATION OF CREDIT RISK

The Company maintains cash balances in financial  institutions that at times may
exceed federally  insured limits.  The Company  maintains its primary  operating
cash accounts with First  Southern  National  Bank, an affiliate of UTG, and its
largest  shareholder,  Chairman  and  CEO,  Jesse  Correll.  The  Company  holds
approximately  $ 12,672,000 for which there are no pledges or guarantees outside
FDIC  insurance  limits.  The  Company  has not  experienced  any losses in such
accounts and believes it is not exposed to any  significant  credit risk on cash
and cash equivalents.


8.   COMPREHENSIVE INCOME

                                                                                    Tax
                                                                Before-Tax          (Expense)            Net of Tax
              March 31, 2006                                    Amount              or Benefit           Amount
              ----------------------------------------------    ----------------    -----------------    ---------------

              Unrealized holding losses during
                   Period                                   $      (8,165,943)  $          2,858,080 $      (5,307,863)
              Less: reclassification adjustment
                   for losses realized in net income                 4,867,220             (1,703,527)       3,163,693
                                                                ----------------    -----------------    ---------------
              Net unrealized losses                                (3,298,723)             1,154,553       (2,144,170)
                                                                ----------------    -----------------    ---------------
              Change in other comprehensive income (loss)                                  1,154,553
                                                            $      (3,298,723)  $                    $     (2,144,170)
                                                                ================    =================    ===============





9.   NEW ACCOUNTING STANDARDS

The Financial  Accounting  Standards  Board ("FASB")  issued  Statement No. 155,
Accounting  for Certain  Hybrid  Financial  Instruments  - An  amendment of FASB
Statements  No. 133 and 140. The statement  improves the financial  reporting by
eliminating the exemption from applying Statement 133 to interest in securitized
financial  assets so that  similar  instruments  are  accounting  for  similarly
regardless  of the form of the  instrument.  The  statement is effective for all
financial  instruments  acquired or issued  after the  beginning  of an entity's
first fiscal year that begins after September 15, 2006. The Company will account
for all qualifying financial  instruments in accordance with the requirements of
Statement No. 155.

The FASB also issued  Statement No. 156,  Accounting  for Servicing of Financial
Assets - an amendment of FASB Statement No. 140. The statement requires that all
separately  recognized  servicing assets and servicing  liabilities be initially
measured  at fair  value,  if  possible.  The  statement  permits,  but does not
require, the subsequent  measurement of servicing assets and liabilities at fair
value. The statement is effective for fiscal years beginning after September 15,
2006. The Company will account for all separately  recognized  servicing  assets
and servicing  liabilities in accordance with the  requirements of Statement No.
156.






ITEM 2. 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 consolidated
results of operations,  financial condition and liquidity and capital resources.
This analysis  should be read in  conjunction  with the  consolidated  financial
statements and related notes that appear  elsewhere in this report.  The Company
reports  financial results on a consolidated  basis. The consolidated  financial
statements include the accounts of UTG and its subsidiaries at March 31, 2006.

Cautionary Statement Regarding Forward-Looking Statements

Any  forward-looking  statement contained herein or in any other oral or written
statement  by the Company or any of its  officers,  directors  or  employees  is
qualified by the fact that actual  results of the Company may differ  materially
from any such  statement due to the  following  important  factors,  among other
risks and uncertainties inherent in the Company's business:

     1.   Prevailing  interest rate levels,  which may affect the ability of the
          Company  to sell its  products,  the  market  value  of the  Company's
          investments   and  the  lapse   ratio  of  the   Company's   policies,
          notwithstanding   product   design   features   intended   to  enhance
          persistency of the Company's products.

     2.   Changes  in the  federal  income  tax laws and  regulations  which may
          affect the relative tax advantages of the Company's products.

     3.   Changes in the regulation of financial services,  including bank sales
          and  underwriting  of  insurance   products,   which  may  affect  the
          competitive environment for the Company's products.

     4.   Other factors affecting the performance of the Company, including, but
          not  limited   to,   market   conduct   claims,   insurance   industry
          insolvencies, insurance regulatory initiatives and developments, stock
          market performance,  an unfavorable outcome in pending litigation, and
          investment performance.

Update on Critical Accounting Policies

In our  Form  10-K for the year  ended  December 31,  2005,  we  identified  the
accounting  policies  that are critical to the  understanding  of our results of
operations and our financial position. They relate to deferred acquisition costs
(DAC),  cost of  insurance  acquired,  assumptions  and  judgments  utilized  in
determining if declines in fair values of investments are  other-than-temporary,
and valuation methods for investments that are not actively traded.

We believe that these  policies  were applied in a consistent  manner during the
first three months of 2006.

Results of Operations

(a)  Revenues

The Company  experienced a nominal decrease in premiums and policy fee revenues,
net of  reinsurance  premiums and policy fees,  when  comparing  the first three
months of 2006 to the same period in 2005. The Company  currently  writes little
new  business.  Unless the  Company  acquires a block of  in-force  business  or
significantly  increases its marketing,  management  expects  premium revenue to
continue  to  decline  at  a  similar  rate,  which  is  consistent  with  prior
experience.

The  Company's  primary  source  of  new  business  production  comes  from  the
conservation effort implemented several years ago. This effort was an attempt to
improve the persistency  rate of insurance  company's  policies.  Several of the
customer  service  representatives  of the Company are also  licensed  insurance
agents,  allowing them to offer other products within the Company's portfolio to
existing  customers.  Additionally,  stronger  efforts  have been made in policy
retention  through more personal contact with the customer  including  telephone
calls to discuss  alternatives and reasons for a customer's request to surrender
their policy.  Previously,  the Company's agency force was primarily responsible
for  conservation  efforts.  With the  decline in the  number of  agents,  their
ability  to  reach  these  customers  diminished,  making  conservation  efforts
difficult.   The  conservation  efforts  described  above  have  been  generally
positive. Management will continue to monitor these efforts and make adjustments
as seen  appropriate to enhance the future success of the program.  In 2003, the
Company  replaced its original  universal life product with a new universal life
contract  referred to as "the  Legacy".  This  product was designed for use with
several distribution  channels including the Company's own internal agents, bank
agent/employees  and through  personally  producing  general agents  "PPGA".  In
addition,  the Company has introduced  other new and updated  products in recent
periods  including the Horizon  Annuity and Kid Kare (as single  premium,  child
term policy).  The company is currently  working on  development of a level term
and  decreasing  term  product.  Management  has no  current  plans to  increase
marketing  efforts.  New product  development  is  anticipated to be utilized in
conservation  efforts  and  sales to  existing  customers.  Such  sales  are not
expected to be material.

The Company has considered the feasibility of a marketing opportunity with First
Southern  National  Bank  (FSNB)  an  affiliate  of UTG's  largest  shareholder,
Chairman  and CEO, Mr.  Jesse T.  Correll.  Management  has  considered  various
products  including  annuity type  products,  mortgage  protection  products and
existing  insurance  products,  as potential  products that could be marketed to
banking customers.  This marketing  opportunity has potential and is believed to
be a viable niche.  This potential is in the very early states of consideration.
Management  will proceed  cautiously and may even determine not to proceed.  The
introduction  of new  products is not  expected to produce  significant  premium
writings.  The  Company is  currently  looking  at other  types of  products  to
compliment the existing offerings.

Net investment income increased 4% when comparing the first three months of 2006
to the same period in 2005.  While there has been a significant  increase in the
national prime rate during the last several  months,  from 4.00% to 7.75%,  this
has not been the driving  factor in the stability of the  Company's  overall net
investment   income.   Interest  rates  on  long-term  bonds  available  in  the
marketplace  have not increased as significantly as prevailing bank prime rates.
During  2004,  management  began  to  lengthen  the  Company's  portfolio  while
maintaining  a  conservative  investment  philosophy.  During  2005,  management
continued to lengthen the life of the bond  portfolio  and monitor  interest and
extension risk.  Although this temporarily  impacted  investment earnings in the
short run,  the  Company has not had to write off any  investment  losses due to
excessive risk.

Also in  response to the  interest  rate  environment  in the bond  market,  the
Company has increased its investment in mortgage loans.  The balance of mortgage
loan investments increased from approximately $ 20,722,000 at December 31,  2004
to  $ 36,781,000  at  December 31,  2005. This has allowed the Company to obtain
higher yields than available in the bond market,  lengthen the overall portfolio
average  life and  still  maintain  a  conservative  investment  portfolio.  The
mortgage  loan  inventory  has  remained  level during the first three months of
2006. These loans have an average loan to value rate of 50% and an average yield
of 7.02%.

The Company's  investments are generally  managed to match related insurance and
policyholder liabilities.  The comparison of investment return with insurance or
investment  product crediting rates establishes an interest spread.  The Company
monitors  investment  yields, and when necessary adjusts credited interest rates
on its insurance products to preserve targeted interest spreads, ranging from 1%
to 2%. The Company has lowered all rate-adjustable  products to their guaranteed
minimums. The guaranteed minimum crediting rates on these products range from 3%
to 5.5%. If short-term  interest  rates  continue to rise,  the Company does not
expect to increase  guaranteed  crediting  rates,  which will  improve  both net
investment income and net income.

The Company had  realized  investment  gains of  $ 3,163,693  in the first three
months of 2006  compared to net realized  investment  losses of $ 18,058 for the
same period in 2005.  The net  realized  gains are  primarily  comprised  of net
realized gains from the disposal of certain equity securities.

Other income increased 160%, or $429,813,  when comparing the first three months
of 2006 to the same  period in 2005.  The  majority  of the revenue in this line
item comes from the  Company  performing  administrative  work as a third  party
administrator  ("TPA") for unaffiliated life insurance  companies,  and as such,
receives monthly fees based on policy in force counts and certain other activity
indicators  such as number of premium  collections  performed.  During the first
three months of 2006 and 2005,  the Company  received  $ 444,519  and  $ 215,448
respectively,  for this work.  These TPA revenue  fees are  included in the line
item "other income" on the Company's consolidated statements of operations.  The
Company  intends to pursue  other TPA  arrangements  through its  alliance  with
Fiserv  Life  Insurance  Solutions  (Fiserv  LIS),  to provide  TPA  services to
insurance companies seeking business process outsourcing  solutions.  Fiserv LIS
is responsible for the marketing and sales function for the alliance, as well as
providing the data center operations.  UTG will staff the administration effort.
Management  believes  this  alliance  with Fiserv LIS  positions  the Company to
generate additional revenues by utilizing the Company's current excess capacity,
administrative services, and implementation of the new Fiserv LIS "ID3" software
system. In addition,  due to ongoing regulatory changes and the fact the Company
is repositioning  itself for future growth; the Company believes  implementation
of the "ID3"  software  system is critical in order to proceed in the  Company's
new direction of TPA  services.  Fiserv LIS is a unit of Fiserv,  Inc.  (Nasdaq:
FISV)  which  is  an  independent,  full-service  provider  of  integrated  data
processing  and  information  management  systems  to  the  financial  industry,
headquartered in Brookfield, Wisconsin.


(b)  Expenses

Life benefits,  claims and settlement  expenses net of reinsurance  benefits and
claims, increased less than 1% in the first three months of 2006 compared to the
same  period  in 2005.  Policy  claims  vary  from  year to year and  therefore,
fluctuations  in mortality are to be expected and are not considered  unusual by
management.  Overall,  reserves continue to increase on in-force policies as the
age of the insured increases.

Commissions and amortization of deferred policy acquisition costs decreased 178%
for the first three months of 2006 compared to the same period in 2005. The most
significant  factor in the decrease is  attributable to the Company paying fewer
commissions,  since the  company  writes very  little new  business  and renewal
premiums  on  existing  business  continue  to  decline.  Commissions  paid will
continue to decline as terminated agents  discontinue their association with the
Company.  Depending  upon the nature of the contract that the agent has with the
Company, the agent may become vested; a process which allows them to continue to
receive  commissions for a certain period even after the agent has  discontinued
his  association  with the  Company.  Over  time,  fewer and fewer  agents  have
remained  vested,  further  reducing  the  commissions  payable by the  Company.
Another factor of the decrease is  attributable  to normal  amortization  of the
deferred policy  acquisition costs asset. The Company reviews the recoverability
of  the  asset  based  on  current  trends  and  known  events  compared  to the
assumptions used in the establishment of the original asset. No impairments were
recorded in either of the periods reported.

Operating  expenses  increased 37% in the first three months of 2006 compared to
the same period in 2005.  The  increase in  operating  expenses is related to an
increase  in  information   technology  costs  and  additional  personnel  costs
associated with the increase in TPA revenues,  equipment maintenance and rental,
additional office supplies.  Also, the Company has accrued additional charitable
giving  expenses  in  related  to the gain  realized  on the sale of its  equity
securities.  In addition,  expenses  increased  due to expenses  incurred in the
normal course of business.  The Company continues to simplify its organizational
structure and monitor expenditures looking for savings opportunities.


(c)  Net income

The Company  had a net gain of  $ 1,679,322  in the first  three  months of 2006
compared to a net loss of $ (546,568)  for the same period in 2005. The net gain
in 2006 was mainly  attributable  to the sale of certain  equity  securities and
increased TPA revenues.


Financial Condition

Total  shareholders'  equity  decreased  approximately $ 555,000 as of March 31,
2006 compared to December 31, 2005. The decrease is attributable to a decline in
market  value of the debt  investments  of  approximately  $  2,144,000,  net of
deferred taxes, that was included in the accumulated other comprehensive income.
In addition,  the Company purchased  treasury shares and retired common stock in
the amount of $ 90,375,  which also decreased  shareholders'  equity.  Partially
offsetting these declines was the Company's current period positive earnings.

Investments  represent  approximately  77% and 78% of total  assets at March 31,
2006 and  December 31,  2005,  respectively.  Accordingly,  investments  are the
largest asset group of the Company.  The Company's  insurance  subsidiaries  are
regulated by insurance  statutes and  regulations  as to the type of investments
that they are permitted to make and the amount of funds that may be used for any
one type of investment. In light of these statutes and regulations, the majority
of the  Company's  investment  portfolio is invested in high  quality,  low risk
investments.

As of March 31, 2006, the carrying value of fixed maturity securities in default
as to principal or interest was immaterial in the context of consolidated assets
or shareholders'  equity. The Company has identified  securities it may sell and
classified them as "investments  held for sale".  Investments  held for sale are
carried  at  market,   with  changes  in  market  value   charged   directly  to
shareholders'  equity.  To provide  additional  flexibility  and liquidity,  the
Company has  categorized  almost all fixed maturity  investments  acquired since
2000 as available for sale.


Liquidity and Capital Resources

The  Company  has  two  principal  needs  for  cash - the  insurance  companies'
contractual  obligations to policyholders and the payment of operating expenses.
Cash and cash equivalents as a percentage of total assets were  approximately 6%
and  4% as  of  March 31,  2006,  and  December 31,  2005,  respectively.  Fixed
maturities as a percentage of total assets were  approximately 41% and 42% as of
March 31, 2006 and December 31, 2005, respectively.

Future policy  benefits are  primarily  long-term in nature and  therefore,  the
Company's  investments are predominantly in long-term fixed maturity investments
such as bonds and mortgage loans which provide  sufficient return to cover these
obligations. The Company has the ability and intent to hold these investments to
maturity;  consequently,  the Company's  investment in fixed  maturities held to
maturity is reported in the financial statements at their amortized cost.

Many of the Company's  products  contain  surrender  charges and other  features
which  reward  persistency  and  penalize the early  withdrawal  of funds.  With
respect to such products,  surrender  charges are generally  sufficient to cover
the Company's  unamortized deferred policy acquisition costs with respect to the
policy being surrendered.

Net cash provided by operating  activities was $ 2,640,066 and $ 222,783 for the
three months ending March 31, 2006 and 2005, respectively.

Net  cash  provided  by (used  in)  investing  activities  was  $ 2,437,841  and
$ (4,667,879)  for the  three-month  periods  ending  March  31,  2006 and 2005,
respectively.  The most  significant  aspects  of cash  provided  by  (used  in)
investing  activities  are the sale of certain  equity  securities and the fixed
maturity transactions.  During the current quarter, the Company sold $ 4,269,674
of certain equity  securities for a net gain of $3,163,693.  Fixed maturities of
$ 2,647,657  and  $ 8,924,569  were  either  sold or matured in the first  three
months  of 2006 and 2005,  respectively.  In  addition,  the  Company  purchased
$ 3,446,373 and $ 6,964,849 of fixed maturities in 2006 and 2005, respectively.

Net cash provided by (used in) financing  activities was $ 399,940 and $ 626,548
for the  three  month  periods  ending  March 31,  2006 and 2005,  respectively.
Policyholder  contract  deposits  decreased 7% in the first three months of 2006
compared to the same period in 2005. Policyholder contract withdrawals increased
1% in the first three months of 2006 compared to the same period in 2005.

At March 31,  2006 and 2005,  the Company had no  short-term  debt  outstanding,
respectively.

UTG is a holding  company that has no day-to-day  operations  of its own.  Funds
required to meet its expenses,  generally costs  associated with maintaining the
company in good  standing with states in which it does  business,  are primarily
provided  by its  subsidiaries.  On a parent  only  basis,  UTG's  cash  flow is
dependent  on  management  fees  received  from its  subsidiaries  and  earnings
received  on  cash  balances.  At  March 31,  2006,  substantially  all  of  the
consolidated shareholders equity represents net assets of its subsidiaries.  The
Company's insurance  subsidiaries have maintained adequate statutory capital and
surplus and have not used surplus  relief or financial  reinsurance,  which have
come under  scrutiny by many state  insurance  departments.  The payment of cash
dividends  to  shareholders  is  not  legally  restricted.  However,  the  state
insurance  department  regulates  insurance  company dividend payments where the
company is domiciled. No dividends were paid to shareholders in 2005.

UG is an Ohio  domiciled  insurance  company,  which  requires  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.  At December 31,
2005,  UG's total statutory  capital and surplus  amounted to  $ 25,645,716.  At
December 31,  2005,  UG had a statutory  gain from  operations  of  $ 5,113,557.
Extraordinary  dividends  (amounts in excess of ordinary  dividend  limitations)
require prior approval of the insurance commissioner and are not restricted to a
specific calculation.

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


Accounting Developments

The Financial  Accounting  Standards  Board ("FASB")  issued  Statement No. 155,
Accounting  for Certain  Hybrid  Financial  Instruments  - An  amendment of FASB
Statements  No. 133 and 140. The statement  improves the financial  reporting by
eliminating the exemption from applying Statement 133 to interest in securitized
financial  assets so that  similar  instruments  are  accounting  for  similarly
regardless  of the form of the  instrument.  The  statement is effective for all
financial  instruments  acquired or issued  after the  beginning  of an entity's
first fiscal year that begins after September 15, 2006. The Company will account
for all qualifying financial  instruments in accordance with the requirements of
Statement No. 155.

The FASB also issued  Statement No. 156,  Accounting  for Servicing of Financial
Assets - an amendment of FASB Statement No. 140. The statement requires that all
separately  recognized  servicing assets and servicing  liabilities be initially
measured  at fair  value,  if  possible.  The  statement  permits,  but does not
require, the subsequent  measurement of servicing assets and liabilities at fair
value. The statement is effective for fiscal years beginning after September 15,
2006. The Company will account for all separately  recognized  servicing  assets
and servicing  liabilities in accordance with the  requirements of Statement No.
156.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Market risk relates,  broadly, to changes in the value of financial  instruments
that arise from adverse  movements in interest rates,  equity prices and foreign
exchange rates. The Company is exposed principally to changes in interest rates,
which affect the market  prices of its fixed  maturities  available for sale and
its variable rate debt outstanding.  The Company's exposure to equity prices and
foreign currency exchange rates is immaterial.  The information  presented below
is in U.S. dollars, the Company's reporting currency.



Interest rate risk

The  Company's  exposure to interest  rate changes  results  from a  significant
holding of fixed maturity  investments and mortgage loans on real estate, all of
which comprised  approximately  69% of the investment  portfolio as of March 31,
2006.  These  investments are mainly exposed to changes in treasury  rates.  The
fixed maturities investments include U.S. government bonds, securities issued by
government agencies,  mortgage-backed  bonds and corporate bonds.  Approximately
80% of the fixed  maturities we owned at March 31,  2006 are  instruments of the
United States  government or are backed by U.S.  government  agencies or private
corporations  carrying  the  implied  full faith and credit  backing of the U.S.
government.

To manage interest rate risk, the Company performs periodic projections of asset
and  liability  cash  flows  to  evaluate  the  potential   sensitivity  of  the
investments and liabilities.  Management assesses interest rate sensitivity with
respect  to  the   available-for-sale   fixed   maturities   investments   using
hypothetical  test  scenarios  that assume either  upward or downward  100-basis
point shifts in the prevailing  interest rates.  The following  tables set forth
the  potential  amount of  unrealized  gains  (losses)  that  could be caused by
100-basis  point  upward and  downward  shifts on the  available-for-sale  fixed
maturities investments as of March 31, 2006:


        Decreases in Interest Rates                Increases in Interest Rates
        ----------------------- ------------------ ----------------- ---------------------- -----------------------
        200 Basis               100 Basis          100 Basis         200 Basis              300 Basis
        Points                  Points             Points            Points                 Points
        ----------------------- ------------------ ----------------- ---------------------- -----------------------
        $ 4,699,000             $ 1,470,000        $ (8,518,000)     $ (13,289,000)         $ (18,016,000)
        ----------------------- ------------------ ----------------- ---------------------- -----------------------

While the test scenario is for  illustrative  purposes only and does not reflect
our  expectations   regarding  future  interest  rates  or  the  performance  of
fixed-income  markets,  it is a near-term  change that illustrates the potential
impact of such events. Due to the composition of the Company's book of insurance
business,  management  believes it is unlikely that the Company would  encounter
large surrender  activity due to a significant  interest rate increase.  Such an
increase would force the Company to dispose fixed maturities at a loss.

There are no fixed maturities or other investments that management classifies as
trading  instruments.  At March 31,  2006 and  December 31,  2005, there were no
investments in derivative instruments.

The Company currently has no debt outstanding.


ITEM 4. CONTROLS AND PROCEDURES

Within  the 90 days  prior  to the  filing  date of this  quarterly  report,  an
evaluation was performed under the supervision and with the participation of the
Company's  management,  including the President and Chief Executive Officer (the
"CEO") and the Chief Financial  Officer (the "CFO"), of the effectiveness of the
design and operation of the Company's disclosure controls and procedures.  Based
on that  evaluation,  the  Company's  management,  including  the  CEO and  CFO,
concluded that the Company's  disclosure  controls and procedures were effective
in  alerting  them on a timely  basis to  material  information  relating to the
Company  required to be  included in the  Company's  periodic  reports  filed or
submitted under the Securities Exchange Act of 1934, as amended. There have been
no significant  changes in the Company's  internal  controls or in other factors
that could significantly  affect internal controls subsequent to the date of the
evaluation.




                          PART II. OTHER INFORMATION.

ITEM 1. LEGAL PROCEEDINGS.

NONE

ITEM 2. CHANGE IN SECURITIES.

NONE

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

NONE

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

NONE

ITEM 5. OTHER INFORMATION.

NONE

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     10. Exhibits

Exhibit Number             Description

31.1

                    Certification of Jesse T. Correll,  Chief Executive  Officer
                    and  Chairman of the Board of UTG,  as required  pursuant to
                    Section 302

31.2
                    Certification   of  Theodore  C.  Miller,   Chief  Financial
                    Officer, Senior Vice President and Corporate
                           Secretary of UTG, as required pursuant to Section 302

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

     11. REPORTS ON FORM 8-K

NONE


                                   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.





                                   UTG, INC.
                                  (Registrant)










Date:  May 10, 2006                             By /s/ Randall L. Attkisson

                                                    Randall L. Attkisson
                                                    President, Chief Operating Officer
                                                       and Director








Date:  May 10, 2006                             By /s/ Theodore C. Miller

                                                    Theodore C. Miller
                                                    Senior Vice President
                                                       and Chief Financial Officer














                                 EXHIBIT INDEX



Exhibit Number

                    Description



31.1

                    Certification of Jesse T. Correll,  Chief Executive  Officer
                    and  Chairman of the Board of UTG,  as required  pursuant to
                    Section 302

31.2

                    Certification   of  Theodore  C.  Miller,   Chief  Financial
                    Officer,  Senior Vice  President and Corporate  Secretary of
                    UTG, as required pursuant to Section 302

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