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                       <B>SECURITIES AND EXCHANGE COMMISSION</B>
                             <B>Washington, D.C. 20549</B>


                                    <B>FORM 8-K</B>

                                 <B>CURRENT REPORT</B>

     <B>PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934</B>


         Date of Report (Date of earliest event reported) <U>May 21, 2002</U>


                        <U>UNITED TRUST GROUP, INC.</U>

             (Exact Name of Registrant as specified in its charter)



        ILLINOIS                     0-16867                    37-1172848
________________________          _____________           ___________________
(State or other Juris-             (Commission               (I.R.S. Employer
diction of incorporation          File Number)            identification No.)



                             5250 SOUTH SIXTH STREET
                                  P.O. BOX 5147
                              SPRINGFIELD, IL 62705
           __________________________________________________________
          (Address of principal executive offices, including zip code)


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



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




<B>ITEM 5.  OTHER EVENTS</B>

On May 21, 2002, at a special meeting of shareholders, the shareholders of First
Commonwealth Corporation,  a Virginia corporation ("FCC"), voted on and approved
that certain  Agreement and Plan of  Reorganization  and related Plan of Merger,
each dated as of June 5, 2001,  between  United Trust Group,  Inc.,  an Illinois
corporation  ("UTG"), and FCC (collectively,  the "Merger  Agreement"),  and the
merger contemplated thereby in which FCC would be merged with and into UTG, with
UTG  being  the  surviving   corporation  of  the  merger.  UTG  presently  owns
approximately  82% of the  outstanding  stock of FCC.  Pursuant to the terms and
conditions of the Merger  Agreement,  each share of FCC stock outstanding at the
effective  time of the merger  (other  than shares held by UTG or shares held in
treasury by FCC or by one of its subsidiaries)  will at such time  automatically
be converted into the right to receive $250 in cash per share.

Pending the  completion  of  governmental  notices  regarding  the  contemplated
merger, FCC expects the merger will be completed and become effective during the
second quarter of 2002.




                                   <B>SIGNATURES</B>


     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 hereunto duly authorized.



                            <B>UNITED TRUST GROUP, INC.</B>
                                  (Registrant)




                                    <B> By:  <U>/s/ Randall L. Attkisson</U>
                                          Randall L. Attkisson
                                          President , Chief Operating
                                            Officer and Director





                                     By:  <U>/s/ Theodore C. Miller</U>
                                              Theodore C. Miller
                                             Senior Vice President and
                                              Chief Financial Officer


Date:  May 22, 2002</B>

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{"company-data": {"conformed-name": "UNITED TRUST GROUP INC", "cik": "0000832480", "assigned-sic": "6311", "irs-number": "371172848", "state-of-incorporation": "IL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-16867", "film-number": "02659837"}, "business-address": {"street1": "PO BOX 5147", "street2": "5250 SOUTH SIXTH STREET ROAD", "city": "SPRINGFIELD", "state": "IL", "zip": "62703", "phone": "2173236300"}, "mail-address": {"street1": "PO BOX 5147", "street2": "5250 SOUTH SIXTH STREET", "city": "SPINGFIELD", "state": "IL", "zip": "62705"}, "former-company": {"former-conformed-name": "UNITED TRUST INC /IL/", "date-changed": "19920703"}}
utg8k5-02
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)
May 21, 2002
UNITED TRUST GROUP, INC.
(Exact Name of Registrant as specified in its charter)

        ILLINOIS                     0-16867                    37-1172848
________________________          _____________           ___________________
(State or other Juris-             (Commission               (I.R.S. Employer
diction of incorporation          File Number)            identification No.)

                             5250 SOUTH SIXTH STREET
                                  P.O. BOX 5147
                              SPRINGFIELD, IL 62705
           __________________________________________________________
          (Address of principal executive offices, including zip code)

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

                                 Not Applicable
         _____________________________________________________________
         (Former name or former address, if changed since last report)
ITEM 5.  OTHER EVENTS
On May 21, 2002, at a special meeting of shareholders, the shareholders of First
Commonwealth Corporation,  a Virginia corporation ("FCC"), voted on and approved
that certain  Agreement and Plan of  Reorganization  and related Plan of Merger,
each dated as of June 5, 2001,  between  United Trust Group,  Inc.,  an Illinois
corporation  ("UTG"), and FCC (collectively,  the "Merger  Agreement"),  and the
merger contemplated thereby in which FCC would be merged with and into UTG, with
UTG  being  the  surviving   corporation  of  the  merger.  UTG  presently  owns
approximately  82% of the  outstanding  stock of FCC.  Pursuant to the terms and
conditions of the Merger  Agreement,  each share of FCC stock outstanding at the
effective  time of the merger  (other  than shares held by UTG or shares held in
treasury by FCC or by one of its subsidiaries)  will at such time  automatically
be converted into the right to receive $250 in cash per share.

Pending the  completion  of  governmental  notices  regarding  the  contemplated
merger, FCC expects the merger will be completed and become effective during the
second quarter of 2002.
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 hereunto duly authorized.
UNITED TRUST GROUP, INC.
(Registrant)
By:
/s/ Randall L. Attkisson
Randall L. Attkisson
                                          President , Chief Operating
                                            Officer and Director

                                     By:
/s/ Theodore C. Miller
Theodore C. Miller
                                             Senior Vice President and
                                              Chief Financial Officer

Date:  May 22, 2002