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)  November 20, 1998



                          UNITED TRUST, 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 1.  CHANGES IN CONTROL OF REGISTRANT


On November 20, 1998, First Southern Funding, Inc., a Kentucky corporation,
("FSF")  and affiliates acquired 929,904 shares of common stock  of  United
Trust,  Inc.,  an  Illinois corporation, ("UTI") from UTI and  certain  UTI
shareholders.   As consideration for the shares, FSF paid  UTI  $10,999,995
and  certain  shareholders  of UTI $999,990 in cash.   FSF  and  affiliates
employed working capital to make these purchases of common stock, including
funds  on  hand and amounts drawn under existing lines of credit with  Star
Bank,  NA.   FSF borrowed $7,082,878 and First Southern Bancorp,  Inc.,  an
affiliate  of  FSF,  borrowed $495,775 in making the  purchases.   FSF  and
affiliates  expect to repay the borrowings through the sale of assets  they
currently own.

Details of the transaction can be outlined as follows: FSF acquired 389,715
shares  of  UTI common stock at $10.00 per share.  These shares represented
stock  acquired during 1997 by UTI in private transactions.   Additionally,
FSF  acquired  473,523 shares of authorized but unissued  common  stock  at
$15.00 per share.  FSF acquired 66,666 shares of common stock from UTI  CEO
Larry  Ryherd, and his family, at $15.00 per share.  FSF has  committed  to
purchase  $2,560,000 of face amount of UTI convertible notes  from  certain
officers  and directors of UTI for a cash price of $3,072,000 by  March  1,
1999.  FSF is required to convert the notes to UTI common stock by July 31,
2000.   UTI  has  granted,  for  nominal,  consideration,  an  irrevocable,
exclusive  option to FSF to purchase up to 1,450,000 shares of  UTI  common
stock  for  a purchase price in cash equal to $15.00 per share,  with  such
option  to  expire  on  July 1, 2001.  UTI has also  caused  three  persons
designated  by FSF to be appointed, as part of the maximum of  11,  to  the
Board of Directors of UTI.

Following the transactions described above, and together with shares of UTI
previously owned, FSF and affiliates currently own 1,035,165 shares of  UTI
common  stock  (41.6%) becoming the largest shareholder of  UTI.   UTI  CEO
Larry    Ryherd     owns   487,901     shares    of   UTI    common   stock
(19.6%).  Mr. Jesse T. Correll is the majority shareholder of FSF, which is
an  affiliate of First Southern Bancorp, Inc., a bank holding company  that
owns five banks that operate out of 14 locations in central Kentucky.
                                    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, 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:  DECEMBER 2, 1998
                                    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)  November 20, 1998

                          UNITED TRUST, 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 1.  CHANGES IN CONTROL OF REGISTRANT

On November 20, 1998, First Southern Funding, Inc., a Kentucky corporation,
("FSF")  and affiliates acquired 929,904 shares of common stock  of  United
Trust,  Inc.,  an  Illinois corporation, ("UTI") from UTI and  certain  UTI
shareholders.   As consideration for the shares, FSF paid  UTI  $10,999,995
and  certain  shareholders  of UTI $999,990 in cash.   FSF  and  affiliates
employed working capital to make these purchases of common stock, including
funds  on  hand and amounts drawn under existing lines of credit with  Star
Bank,  NA.   FSF borrowed $7,082,878 and First Southern Bancorp,  Inc.,  an
affiliate  of  FSF,  borrowed $495,775 in making the  purchases.   FSF  and
affiliates  expect to repay the borrowings through the sale of assets  they
currently own.

Details of the transaction can be outlined as follows: FSF acquired 389,715
shares  of  UTI common stock at $10.00 per share.  These shares represented
stock  acquired during 1997 by UTI in private transactions.   Additionally,
FSF  acquired  473,523 shares of authorized but unissued  common  stock  at
$15.00 per share.  FSF acquired 66,666 shares of common stock from UTI  CEO
Larry  Ryherd, and his family, at $15.00 per share.  FSF has  committed  to
purchase  $2,560,000 of face amount of UTI convertible notes  from  certain
officers  and directors of UTI for a cash price of $3,072,000 by  March  1,
1999.  FSF is required to convert the notes to UTI common stock by July 31,
2000.   UTI  has  granted,  for  nominal,  consideration,  an  irrevocable,
exclusive  option to FSF to purchase up to 1,450,000 shares of  UTI  common
stock  for  a purchase price in cash equal to $15.00 per share,  with  such
option  to  expire  on  July 1, 2001.  UTI has also  caused  three  persons
designated  by FSF to be appointed, as part of the maximum of  11,  to  the
Board of Directors of UTI.

Following the transactions described above, and together with shares of UTI
previously owned, FSF and affiliates currently own 1,035,165 shares of  UTI
common  stock  (41.6%) becoming the largest shareholder of  UTI.   UTI  CEO
Larry    Ryherd     owns   487,901     shares    of   UTI    common   stock
(19.6%).  Mr. Jesse T. Correll is the majority shareholder of FSF, which is
an  affiliate of First Southern Bancorp, Inc., a bank holding company  that
owns five banks that operate out of 14 locations in central Kentucky.
                                    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, 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:  DECEMBER 2, 1998
                                    3