UTG (UTGN) 10-K/A 2007 FY Annual report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-K/A-3

(Mark One)

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
	OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2007
	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 Number 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, Springfield, IL	62703
(Address of principal executive offices)	(Zip code)

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

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Name of each exchange on which registered
None	None

Securities registered pursuant to Section 12(g) of the Act:

Title of each class

Common Stock, stated value $.001 per share

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 [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10- K. [  ]

Indicate by check mark whether the registrant is large accelerated filer, a non-accelerated filer, or a small company, as defined by Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	[  ]	Accelerated Filer	[  ]
Non Accelerated Filer	[  ]	Smaller Reporting Company	[X]

Indicate by check mark whether the registrant is a shell company, as defined by Rule 12b-2 of the act.

Yes [  ] No [X]

As of June 30, 2007, shares of the Registrant’s common stock held by non-affiliates (based upon the price of the last sale of $8.25 per share), had an aggregate market value of approximately $9,326,411.

At March 1, 2008 the Registrant had 3,847,550 outstanding shares of Common Stock, stated value $.001 per share.

Documents incorporated by reference:  None

UTG, INC.

FORM 10-K/A-3

 YEAR ENDED DECEMBER 31, 2007

This document is intended to amend certain information contained in the original Form 10K filing as of December 31, 2007 of the Company.  The items amended are outlined below and are intended to replace in their entirety each item amended.

TABLE OF CONTENTS

PART II	Page
Independent Auditors Consent	3
PART IV
ITEM 15.  Exhibits, Financial Statements Schedules and Reports on Form 8-K	5
Exhibit 31.1	18
Exhibit 31.2	19
Exhibit 32.1	20
Exhibit 32.2	21

CONSENT OF BROWN SMITH WALLACE LLC

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

As independent registered public accountants, we hereby consent to the incorporation of our report dated March 25, 2008, except with respect to the matters discussed in Note 1 and Note 3, as to which the date is October 2, 2008, on the consolidated financial statements of UTG, Inc. (a Delaware corporation) and subsidiaries as of December 31, 2007 and 2006, and for each of the three years ended December 31, 2007, 2006, and 2005, included in this Annual Report on Form 10-K/A-3.

/s/ Brown Smith Wallace, LLC

St. Louis, Missouri

October 22, 2008

Report of Brown Smith Wallace LLC

Independent Registered Public Accounting Firm

Board of Directors and Shareholders

UTG, Inc.

Springfield, Illinois

     We have audited the accompanying consolidated balance sheets of UTG, Inc. (a Delaware corporation) and subsidiaries as of December 31, 2007 and 2006, and the related consolidated statements of operations, shareholders’ equity, and cash flows for the years ended December 31, 2007, 2006, and 2005.  UTG, Inc’s management is responsible for these consolidated financial statements.  Our responsibility is to express an opinion on these financial statements based on our audits.

     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of UTG, Inc. and subsidiaries as of December 31, 2007 and 2006, and the consolidated results of their operations and their cash flows for the years ended December 31, 2007, 2006 and 2005, in conformity with accounting principles generally accepted in the United States of America.

     We have also audited Schedule I as of December 31, 2007, and Schedules II, IV and V as of December 31, 2007, 2006 and 2005, of UTG, Inc. and subsidiaries and Schedules II, IV and V for the years then ended.  In our opinion, these schedules present fairly, in all material respects, the information required to be set forth therein.

/s/ Brown Smith Wallace, LLC

St. Louis, Missouri

March 25, 2008

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as a part of the report:

(1)	Financial Statements:
	See Item 8, Index to Financial Statements
(2)	Financial Statement Schedules
	Schedule I - Summary of Investments - other than invested in related parties.
	Schedule II - Condensed financial information of registrant
	Schedule IV - Reinsurance
	Schedule V - Valuation and qualifying accounts
	NOTE:  Schedules other than those listed above are omitted because they are not required or the information is disclosed in the financial statements or footnotes.

(B) Exhibits:

Index to Exhibits incorporated herein by this reference (See pages 6-7).

INDEX TO EXHIBITS

Exhibit

Number

2.1	(3)	Agreement and Plan of Merger of United Trust Group, Inc., An Illinois Corporation with and into UTG, Inc., A Delaware Corporation dated as of July 1, 2005, including exhibits thereto.
2.2	(4)	Stock Purchase Agreement, dated August 7, 2006, between UTG, Inc. and William F. Guest and John D. Cornett
2.3	(4)	Amendment No. 1, dated September 6, 2006, to the Stock Purchase Agreement, dated August 7, 2007, between UTG, Inc. and William F. Guest and John D. Cornett
2.4	(4)	Amendment No. 2, dated November 22, 2006, to the Stock Purchase Agreement, dated August 7, 2006, as amended, between UTG, Inc. and William F. Guest and John D. Cornett.
3.1	(3)	Certificate of Incorporation of the Registrant and all amendments thereto.
3.2	(3)	By-Laws for the Registrant and all amendments thereto.
4.1	(2)	UTG’s Agreement pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K with respect to long-term debt instruments.
10.1	(1)	Management and Consultant Agreement dated as of January 1, 1993 between First Commonwealth Corporation and Universal Guaranty Life Insurance Company.
10.2	(3)	Line of credit agreement dated June 1, 2005, between Universal Guaranty Life Insurance Company and First National Bank of Tennessee.
10.3	(4)	Amended and Restated UTG, Inc. Employee and Director Stock Purchase Plan and form of related Stock Restriction and Buy-Sell Agreement.
10.4	(4)	Promissory note dated December 8, 2006, between UTG, Inc. and First Tennessee Bank National Association.
10.5	(4)	Revolving credit note dated December 8, 2006, between UTG, Inc. and First Tennessee Bank National Association.
10.6	(4)	Loan Agreement dated December 8, 2006, between UTG, Inc. and First Tennessee Bank National Association.
10.7	(4)	Commercial pledge agreement dated December 8, 2006, between UTG, Inc. and First Tennessee Bank National Association.
10.8	(4)	Negative pledge agreement dated December 8, 2006, between UTG, Inc. and First Tennessee Bank National Association.
10.9	(4)	Coinsurance Agreement between American Capitol Insurance Company and Reserve National Insurance Company.
10.10	(4)	Coinsurance Agreement between Texas Imperial Life Insurance Company and Reserve National Insurance Company.
10.11	(4)	Administrative Services Agreement between American Capitol Insurance Company and Reserve National Insurance Company.
10.12	(4)	Administrative Services Agreement between Texas Imperial Life Insurance Company and Reserve National Insurance Company.
10.13	(4)	Administrative Services and Cost Sharing Agreement dated as of January 1, 2007 between UTG, Inc and American Capitol Insurance Company
10.14	(4)	Administrative Services and Cost Sharing Agreement dated as of January 1, 2007 between UTG, Inc and Texas Imperial Life Insurance Company
10.15	(5)	Administrative Services and Cost Sharing Agreement dated as of January 1, 2007 between UTG, Inc and Universal Guaranty Life Insurance Company
14.1	(3)	Code of Ethics and Business Conduct
14.2	(3)	Code of Ethical Conduct for Senior Financial Officers
21.1	(5)	List of Subsidiaries of the Registrant.
31.1		Certificate of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).
31.2		Certificate of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).
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.
99.1	(3)	Audit Committee Charter.
99.2	(3)	Whistleblower Policy

Footnote:

(1)	Incorporated by reference from the Company's Annual Report on Form 10-K, File No. 0-5392, as of December 31, 1993.
(2)	Incorporated by reference from the Company's Annual Report on Form 10-K, File No. 0-5392, as of December 31, 2002.
(3)	Incorporated by reference from the Company’s Annual Report on Form 10-K, File No. 0-16867, as of December 31, 2005.
(4)	Incorporated by reference from the Company’s Annual Report on Form 10-K, File No. 0-16867, as of December 31, 2006
(5)	Incorporated by reference from the Company’s Annual Report on Form 10-K, File No. 0-16867, as of December 31, 2007

 UTG, INC.

SUMMARY OF INVESTMENTS - OTHER THAN

INVESTMENTS IN RELATED PARTIES

As of December 31, 2007

								Schedule I
Column A				Column B		Column C		Column D
								Amount at
								Which Shown
								in Balance
				Cost		Value		Sheet
Fixed maturities:
	Bonds:
		United States Government and
		government agencies and authorities	$	5,474,946	$	5,791,239	$	5,474,946
		State, municipalities, and political
		subdivisions		504,165		511,181		504,165
		Collateralized mortgage obligations		27,735		27,616		27,735
		Public utilities		0		0		0
		All other corporate bonds		0		0		0
	Total fixed maturities			6,006,846	$	6,330,036		6,006,846
Investments held for sale:
	Fixed maturities:
		United States Government and
		government agencies and authorities		29,054,693	$	30,536,628		30,536,628
		State, municipalities, and political
		subdivisions		3,457,961		3,540,633		3,540,633
		Collateralized mortgage obligations		89,906,087		89,804,412		89,804,412
		Public utilities		4,425,263		4,594,514		4,594,514
		All other corporate bonds		69,235,170		69,498,019		69,498,019
				196,079,174	$	197,974,206		197,974,206
	Equity securities:
		Banks, trusts and insurance companies		12,155,756	$	10,577,587		10,577,587
		All other corporate securities		14,726,561		22,101,005		22,101,005
				26,882,317	$	32,678,592		32,678,592
Mortgage loans on real estate				45,602,147				45,602,147
Investment real estate				39,154,175				39,154,175
Real estate acquired in satisfaction of debt				0				0
Policy loans				15,643,238				15,643,238
Other long-term investments				0				0
Short-term investments				933,967				933,967
	Total investments		$	330,301,864			$	337,993,171

UTG, Inc.

Schedule II

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

NOTES TO CONDENSED FINANCIAL INFORMATION

(a) The condensed financial information should be read in conjunction with the consolidated financial statements and notes of UTG, Inc. and Consolidated Subsidiaries.

 UTG, INC.

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

PARENT ONLY BALANCE SHEET

 As of December 31, 2007 and 2006

						Schedule II
				2007		2006
ASSETS
	Investment in affiliates		$	61,579,893	$	59,421,533
	Cash and cash equivalents			320,073		113,258
	Accrued interest income			73,689		15,125
	Note receivable from affiliate			3,035,000		3,357,000
	Receivable from affiliates, net			90,376		149,395
	Other assets			178,842		290,680
		Total assets	$	65,277,873	$	63,346,991
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
	Notes payable		$	13,544,449	$	15,000,278
	Deferred income taxes			2,086,588		2,051,768
	Other liabilities			892,311		1,268,553
		Total liabilities		16,523,348		18,320,599
Shareholders' equity:
	Common stock, net of treasury shares			3,849		3,843
	Additional paid-in capital, net of treasury			42,067,229		41,813,690
	Retained earnings (accumulated deficit)			2,374,990		232,371
	Accumulated other comprehensive
	income of affiliates			4,308,457		2,976,488
		Total shareholders' equity		48,754,525		45,026,392
		Total liabilities and shareholders' equity	$	65,277,873	$	63,346,991

 UTG, INC.

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

PARENT ONLY STATEMENTS OF OPERATIONS

 Three Years Ended December 31, 2007

								Schedule II
				2007		2006		2005
Revenues:
	Management fees from affiliates		$	8,153,783	$	5,935,133	$	5,115,533
	Interest income			258,503		34,927		15,978
	Other income			107,205		366,237		102,973
				8,519,491		6,336,297		5,234,484
Expenses:
	Interest expense			1,033,247		70,463		0
	Operating expenses			6,992,231		5,831,327		5,154,195
				8,025,478		5,901,790		5,154,195
	Operating income			494,013		434,507		80,289
	Income tax benefit (expense)			(221,820)		(181,070)		24,254
	Equity in income of subsidiaries			1,870,426		3,616,283		1,155,680
		Net income	$	2,142,619	$	3,869,720	$	1,260,223
Basic income per share from continuing
operations and net income			$	0.56	$	1.00	$	0.32
Diluted income per share from continuing
operations and net income			$	0.56	$	1.00	$	0.32
Basic weighted average shares outstanding				3,851,596		3,872,425		3,938,781
Diluted weighted average shares outstanding				3,851,596		3,872,425		3,938,781

 UTG, INC.

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

PARENT ONLY STATEMENTS OF CASH FLOWS

 Three Years Ended December 31, 2007

							Schedule II
			2007		2006		2005
Increase (decrease) in cash and cash equivalents
Cash flows from operating activities:
Net income		$	2,142,619	$	3,869,720	$	1,260,223
Adjustments to reconcile net income to
net cash provided by operating activities:
	Equity in income of subsidiaries		(1,870,426)		(3,616,283)		(1,155,680)
	Depreciation		138,149		138,149		104,766
	Change in FIT recoverable		0		48,747		(38,696)
	Change in accrued interest income		(58,564)		10,661		965
	Change in indebtedness (to) from affiliates, net		59,019		(12,628)		254,927
	Change in deferred income taxes		34,820		14,720		14,442
	Change in other assets and liabilities		(402,553)		(389,421)		(91,127)
Net cash provided by operating activities			43,064		63,665		349,820
Cash flows from financing activities:
	Purchase of treasury stock		(193,153)		(832,030)		(521,892)
	Issuance of common stock		446,698		0		151,320
	Issuance of note receivable		0		(3,357,000)		0
	Proceeds from repayment of note receivable		322,000		0		0
	Proceeds from subsidiary for acquisition		487,811		5,250,000		0
	Purchase of subsidiary		(2,443,776)		(17,593,278)		0
	Proceeds from notes payable		1,994,176		15,700,278		0
	Payments on notes payable		(3,450,005)		(700,000)		0
	Capital contribution to subsidiary		0		(4,000,000)		0
	Dividend received from subsidiary		3,000,000		5,100,000		0
Net cash provided by (used in) financing activities			163,751		(432,030)		(370,572)
Net increase (decrease) in cash and cash equivalents			206,815		(368,365)		(20,752)
Cash and cash equivalents at beginning of year			113,258		481,623		502,375
Cash and cash equivalents at end of year		$	320,073	$	113,258	$	481,623

 UTG, INC.

REINSURANCE

As of December 31, 2007 and the year ended December 31, 2007

									Schedule IV
Column A		Column B		Column C		Column D		Column E	Column F
									Percentage
				Ceded to		Assumed			of amount
				other		from other			assumed to
		Gross amount		companies		companies		Net amount	net
Life insurance
in force	$	2,138,577,674	$	560,946,000	$	16,693,326	$	1,594,325,000	1.0%
Premiums and policy fees:
Life insurance	$	18,785,742	$	4,619,360	$	220,581	$	14,386,963	1.5%
Accident and health
insurance		95,364		71,432		2,471		26,403	9.4%
	$	18,881,106	$	4,690,792	$	223,052	$	14,413,366	1.5%

 UTG, INC.

REINSURANCE

As of December 31, 2006 and the year ended December 31, 2006

									Schedule IV
Column A		Column B		Column C		Column D		Column E	Column F
									Percentage
				Ceded to		Assumed			of amount
				other		from other			assumed to
		Gross amount		companies		companies		Net amount	net
Life insurance
in force	$	2,250,370,760	$	591,348,000	$	19,746,240	$	1,678,769,000	1.2%
Premiums and policy fees:
Life insurance	$	15,394,809	$	2,635,050	$	63,818	$	12,823,577	0.5%
Accident and health
insurance		55,339		20,092		1,601		36,848	4.3%
	$	15,450,148	$	2,655,142	$	65,419	$	12,860,425	0.5%

 UTG, INC

REINSURANCE

As of December 31, 2005 and the year ended December 31, 2005

									Schedule IV
Column A		Column B		Column C		Column D		Column E	Column F
									Percentage
				Ceded to		Assumed			of amount
				other		from other			assumed to
		Gross amount		companies		companies		Net amount	net
Life insurance
in force	$	2,468,639,000	$	483,884,000	$	952,218,000	$	2,936,973,000	32.4%
Premiums and policy fees:
Life insurance	$	16,286,921	$	2,651,657	$	26,360	$	13,661,624	0.2%
Accident and health
insurance		70,167		20,740		15,632		65,059	24.0%
	$	16,357,088	$	2,672,397	$	41,992	$	13,726,683	0.3%

UTG, INC.

VALUATION AND QUALIFYING ACCOUNTS

As of and for the years ended December 31, 2007, 2006, and 2005

				Schedule V
	Balance at	Additions
	Beginning	Charges		Balances at
Description	Of Period	and Expenses	Deductions	End of Period
December 31, 2007
.
Allowance for doubtful accounts -
mortgage loans	$       33,500	$              0	$       13,770	$       19,730
December 31, 2006
Allowance for doubtful accounts -
mortgage loans	$       36,000	$             0	$         2,500	$       33,500
December 31, 2005
Allowance for doubtful accounts -
mortgage loans	$     120,000	$            0	$       84,000	$       36,000

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	UTG, Inc.
	(Registrant)
/s/ James P. Rousey		October 22, 2008
James P. Rousey, President and Director
/s/ Theodore C. Miller		October 22, 208
Theodore C. Miller, Corporate Secretary     and Chief Financial Officer