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) December 31, 1999



                            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)



<PAGE>



ITEM 5.  OTHER EVENTS


On December 31, 1999,  United  Trust  Group,  Inc.  ("UTG") and Jesse T. Correll
entered  into a  transaction  whereby Mr.  Correll,  in  combination  with other
individuals,  made an  equity  investment  in UTG.  Under the terms of the Stock
Acquisition  Agreement,  the Correll group  contributed  their 100% ownership of
North Plaza of  Somerset,  Inc. to UTG in exchange  for 681,818  authorized  but
unissued shares of UTG common stock.  The Board of Directors of UTG approved the
transaction at their regular  quarterly  board meeting held on December 7, 1999.
North Plaza of Somerset,  Inc. owns a shopping center in Somerset,  Kentucky and
approximately  23,000 acres of timberland in Kentucky.  North Plaza has no debt.
The assets have been valued at $7,500,000, which equates to $11.00 per share for
the new shares to be issued.  UTG common stock is listed on the NASDAQ small cap
with a market  quote of $8.125 at close of business on December  31,  1999.  The
market price has been in this same range for the entire month of December.

Mr.  Correll is a member of the Board of  Directors of UTG and  currently  UTG's
largest shareholder through his ownership control of First Southern Funding, LLC
and its affiliates ("FSF").  Mr. Jesse T. Correll is the majority shareholder of
FSF,  which is an  affiliate  of First  Southern  Bancorp,  Inc., a bank holding
company that  operates out of 14  locations  in central  Kentucky.  Prior to the
above  transaction,  FSF owned  approximately  34% of UTG.  Following  the above
transaction,  Mr. Correll owns or controls directly and indirectly approximately
42% of UTG.




                                       2
<PAGE>


                                   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/ James E. Melville
                                                  ---------------------
                                                  James E. Melville
                                                  President , Chief Operating
                                                    Officer and Director





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


Date:  January 6, 2000

                                       3
<PAGE>
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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) December 31, 1999

                            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 December 31, 1999,  United  Trust  Group,  Inc.  ("UTG") and Jesse T. Correll
entered  into a  transaction  whereby Mr.  Correll,  in  combination  with other
individuals,  made an  equity  investment  in UTG.  Under the terms of the Stock
Acquisition  Agreement,  the Correll group  contributed  their 100% ownership of
North Plaza of  Somerset,  Inc. to UTG in exchange  for 681,818  authorized  but
unissued shares of UTG common stock.  The Board of Directors of UTG approved the
transaction at their regular  quarterly  board meeting held on December 7, 1999.
North Plaza of Somerset,  Inc. owns a shopping center in Somerset,  Kentucky and
approximately  23,000 acres of timberland in Kentucky.  North Plaza has no debt.
The assets have been valued at $7,500,000, which equates to $11.00 per share for
the new shares to be issued.  UTG common stock is listed on the NASDAQ small cap
with a market  quote of $8.125 at close of business on December  31,  1999.  The
market price has been in this same range for the entire month of December.

Mr.  Correll is a member of the Board of  Directors of UTG and  currently  UTG's
largest shareholder through his ownership control of First Southern Funding, LLC
and its affiliates ("FSF").  Mr. Jesse T. Correll is the majority shareholder of
FSF,  which is an  affiliate  of First  Southern  Bancorp,  Inc., a bank holding
company that  operates out of 14  locations  in central  Kentucky.  Prior to the
above  transaction,  FSF owned  approximately  34% of UTG.  Following  the above
transaction,  Mr. Correll owns or controls directly and indirectly approximately
42% of UTG.

                                       2
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/ James E. Melville
                                                  ---------------------
                                                  James E. Melville
                                                  President , Chief Operating
                                                    Officer and Director

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

Date:  January 6, 2000

                                       3