SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549

                             FORM 10-K/A

                           AMENDMENT NUMBER 1 to
            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1996Commission File Number 0-18540

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


                    2500 CORPORATE EXCHANGE DRIVE
                          COLUMBUS, OH 43231
     (Address of principal executive offices, including zip code)

           OHIO                                           37-1224044
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                    Identification No.)

Registrant's telephone number, including area code: (614) 899-6773

                              Amendment No. 1

The  undersigned  registrant hereby amends the following  items,  financial
statements, exhibits, or other portions of its December 31, 1996 filing  of
Form 10-K as set forth in the pages attached hereto:

          Each amendment as shown on the index page is amended to
          replace   the  existing  item,  statement  or   exhibit
          reflected  in  the December 31, 1996 Form 10-K  filing.
          Changes  to  the original filing have been  shaded  for
          easy identification.

Pursuant  to the requirements of the Securities Exchange Act of  1934,  the
registrant  duly caused this amendment to be signed on its  behalf  by  the
undersigned , thereunto duly authorized.

                                            UNITED INCOME, INC.

                                                (Registrant)



                                   By:  /s/ James E. Melville
                                        James E. Melville
                                        President and Chief
                                        Operating Officer
                                   
                                   
                                   
                                   By:  /s/ Theodore C. Miller
                                        Senior Vice President and
                                        Chief Financial Officer
                                   
Date:     October 9, 1998

                                      1
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                            UNITED INCOME, INC,
                                     
                                FORM 10-K/A
                                     
                                   INDEX
                                     

PART III

AMENDED IN ITS ENTIRETY                                                3-11

                                      2
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PART III
                                     
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

THE BOARD OF DIRECTORS
                                     

In the fiscal year ended December 31, 1996, the Board of Directors of the
Company met four times.  All nominees for director attended at least 75% of
all meetings of the Board and any committee of which he is a member except
Mr. John Cantrell.

The Board of Directors has an Audit Committee consisting of Messrs.
Berschet, Cantrell and Donahey.  The Audit Committee reviews and acts or
reports to the Board with respect to various auditing and accounting
matters, the scope of the audit procedures and the results thereof, the
internal accounting and control systems of the Company, the nature of
services performed for the Company and the fees to be paid to the
independent auditors, the performance of the Company's independent and
internal auditors and the accounting practices of the Company.  The Audit
Committee also recommends to the full Board of Directors the auditors to be
appointed by the Board.  The Audit Committee met once in 1996.

The Board of Directors has an Executive Committee consisting of Messrs.
Morrow and Ryherd.  The Executive Committee has all the powers and
authority of the Board of Directors in the management of the business and
affairs of the Company, except those powers which, by law, cannot be
delegated by the Board of Directors.  The Committee must report to the
Board of Directors regarding all actions taken by the Committee.  The
Committee did not meet in 1996.

The Board of Directors has a Nominating Committee consisting of Messrs.
Aveni, Nash and Teater.  The Nominating Committee reviews, evaluates and
recommends directors, officers and nominees for the Board of Directors.
There is no formal mechanism by which shareholders of the Company can
recommend nominees for the Board of Directors, although any recommendations
by shareholders of the Company will be considered.  Shareholders desiring
to make nominations to the Board of Directors should submit their
nominations in writing to the Chairman of the Board no later than February
1st of the year in which the nomination is to be made.  The Committee did
not meet in 1996.

The Stock Option Committee is composed of Messrs. Berschet, Morrow and
Ryherd.  The Committee recommends to the Board of Directors the granting of
options to purchase shares of the Company's Common Stock to those persons
found to be eligible pursuant to the Stock Option criteria.  The Committee
did not meet in 1996.

The compensation of the Company's executive officers is determined by the
full Board of Directors (see report on Executive Compensation).

DIRECTORS

Name, Age        Position  with the Company, Business Experience and  Other
                 Directorships

Vincent T. Aveni, 70

                 Director of the Company since 1984; Chairman
                 Emeritus of Realty One, Inc. and co-developer of the
                 Three Village Condominium; currently serving the Ohio
                 Association of Realtors as a trustee; past President of
                 Ohio Association of Realtors; past Regional Vice
                 President of the Ohio and Michigan National Association
                 Marketing Institute, and Farm and Land Institute.

Marvin W. Berschet, 67
 
                 Director of the Company since 1984; self-employed
                 since 1956; charter member of National Cattlemen's
                 Association; Board member of Meat Export Federation for
                 seven years and Chairman of Beef Council for three years;
                 served on the National Livestock and Meat Board for 16
                 years; past President of Ohio Cattlemen's Association.

John K. Cantrell, 72
               
                 Director of the Company since 1992; Chairman of the
                 Board of Directors of certain affiliate companies since
                 1984; Chief Executive Officer of certain affiliate
                 companies from 1984 until 1992; Officer and Director of
                 certain affiliate companies for more than the past five
                 years.

                                      3
<PAGE>

Gertrude W. Donahey, 88

                 Director of the Company since 1984; Treasurer
                 of the Company since 1987; in 1970, the first woman
                 elected to a constitutional office in the State of Ohio;
                 elected Treasurer of Ohio and served in that capacity
                 until she retired in 1983.

Thomas F. Morrow, 52
 
                 Vice Chairman and Chief Operating Officer of the
                 Company since 1992, and a Director since 1987; President
                 and COO of UTI since 1991, Treasurer since 1993 and a
                 Director since 1984; President, Chief Operating Officer,
                 Treasurer and Director of UTG since 1992; Vice Chairman,
                 Chief Operating Officer and Director of certain affiliate
                 companies since 1992 and Treasurer since 1993.  Mr.
                 Morrow has served as Vice Chairman and Director of
                 certain affiliate life insurance companies since 1992 as
                 well as having held similar positions with other
                 affiliate life insurance companies from 1987 to 1992.

Charlie E. Nash, 69

                 Director of the Company since 1984; Executive
                 Director and State President of the Ohio Farmers Union;
                 serves on the Board of Directors for National Farmers
                 Union Uniform Pension Committee and as a member of its
                 Investment Committee for pension funds; Chairman of the
                 Putnam County Board of Elections; serves on the Board of
                 Directors of Farmers Union Ventures, Inc., Green Thumb,
                 Inc. and Farmers Education Foundation; he is a farm
                 owner.

Larry E. Ryherd, 57

                 Chairman of the Board of Directors of the Company
                 since 1987, CEO since 1992, President since 1993 and a
                 Director since 1987; UTI Chairman of the Board of
                 Directors and a Director since 1984, CEO since 1991;
                 Chairman, CEO and Director of UTG since 1992; President,
                 CEO and Director of certain affiliate companies since
                 1992.  Mr. Ryherd has served as Chairman of the Board,
                 CEO, President and COO of certain affiliate life
                 insurance companies since 1992 and 1993.  He has also
                 been a Director of the National Alliance of Life
                 Companies since 1992 and is the 1994 Membership Committee
                 Chairman; he is a member of the American Council of Life
                 Companies and Advisory Board Member of its Forum 500
                 since 1992.

Robert W. Teater, 70

                 Director of the Company since 1984; Director of UTG
                 and certain affiliate companies since 1992; member of
                 Columbus School Board since 1991, President of Columbus
                 School Board since 1992; President of Robert W. Teater
                 and Associates, a comprehensive consulting firm in
                 natural resources development and organization management
                 since 1983.


EXECUTIVE OFFICERS OF THE COMPANY
                                     
More detailed information on the following officers of the Company appears
under "Election of Directors":

                Larry E. Ryherd   Chairman of the Board of Directors,
                                  Chief Executive Officer and President
                Thomas F. Morrow  Vice Chairman and Chief Operating 
                                  Officer

Other officers of the company are set forth below:

Name, Age        Position  with the Company, Business Experience and  Other
                 Directorships

James E. Melville, 51

                 Chief Financial Officer since March 1993; Senior
                 Executive Vice President of the Company since September
                 1992; President and Chief Operating Officer of certain
                 affiliate life insurance companies and Senior Executive
                 Vice President of non-insurance affiliate companies since
                 September 1992; President of certain affiliate companies
                 from May 1989 until September 1991; Chief Operating
                 Officer of FCC from 1989 until September 1991; Chief
                 Operating Officer of certain affiliate companies from
                 1984 until September 1991; Senior Executive Vice
                 President of certain affiliate companies from 1984 until
                 September 1989; Consultant to UTI and UTG from March 1992
                 through September 1992.

George E. Francis, 53

                 Secretary of the Company since March 1993; Senior
                 Vice President and Chief Administrative Officer of
                 certain affiliate companies since 1989; Secretary of
                 certain affiliate companies since March 1993; Director of
                 certain affiliate companies since October 1992; Treasurer
                 and Chief Financial Officer of certain affiliate
                 companies from 1984 until September 1992.

                                      4
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ITEM 11.  EXECUTIVE COMPENSATION

Executive Compensation Table

The following table sets forth certain information regarding compensation
paid to or earned by the Company's Chief Executive Officer and each of the
three other most highly compensated Executive Officers of the Company
during each of the Company's last three fiscal years.  Compensation for
services provided by the named executive officers to the Company and its
affiliates is paid by FCC as set forth in their employment agreements.
(See Employment Contracts)

                        SUMMARY COMPENSATION TABLE
                                     
                                  Annual Compensation (1)
                                     
                                                    Other Annual
Name and                                          Compensation (2)
Principal Position               Salary    ($)          ($)
                                     
                                     
Larry E. Ryherd          1996      400,000            17,681
Chairman of the          1995      400,000            13,324
Board,  Chief            1994      400,000             7,909
Executive Officer

Thomas F. Morrow         1996      300,000            21,405
Vice Chairman, Chief     1995      300,000            16,654
Operating Officer        1994      300,000             9,886

James E. Melville        1996      237,000            27,537
Sr. Executive Vice       1995      237,000            38,206(3)
President, Chief         1994      237,000            13,181
Financial Officer

George E. Francis        1996      119,000             7,348
Sr. Vice President,      1995      119,000             4,441
Secretary                1994      119,000             2,636

(1)    Compensation deferred at the election of named officers is included
  in this section.

(2)    Other annual compensation consists of interest earned on deferred
  compensation amounts pursuant to their employment agreements and the
  Company's matching contribution to the First Commonwealth Corporation
  Employee Savings Trust 401(k) Plan.

(3)    Includes $16,000 for the value of personal perquisites owing Mr.
  Melville.

Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR
Values

The following table summarizes for fiscal year ending, December 31, 1996,
the number of shares subject to unexercised options and the value of
unexercised options of the Common Stock of UTI held by the named executive
officers.  The values shown were determined by multiplying the applicable
number of unexercised share options by  the difference between the per
share market price on December 31, 1996 and the applicable per share
exercise price.  There were no options granted to the named executive
officers during 1996.

                                      5
<PAGE>

                 Number                    Number of            Value of
                 Of Shares                 Securities           Unexercised
                 Acquired on  Value        Underlying           in the Money
                 Exercise (#) Realized ($) Unexercised          Options/SAR's
                                           Options/SAR's        at FY-End ($)
                                           at FY-End (#)

Name                                       Exer     Unexer      Exer   Unexer
Larry E. Ryherd       -          -         13,800      -          0       -
Thomas F. Morrow      -          -         17,200      -          0       -
James E. Melville   2,500     13,563       30,000      -          0       -
George E. Francis     -          -          4,600      -          0       -

Compensation of Directors

The Company's standard arrangement for the compensation of directors
provide that each director shall receive an annual retainer of $2,400, plus
$300 for each meeting attended and reimbursement for reasonable travel
expenses.  The Company's director compensation policy also provides that
directors who are employees or past employees of the Company do not receive
any compensation for their services as directors except for reimbursement
for reasonable travel expenses for attending each meeting.  Mr. Cantrell
receives compensation pursuant to an agreement which is described in the
following section.

Employment Contracts

On April 15, 1993, Larry E. Ryherd entered into an employment agreement
with FCC and UTI.  Formerly, Mr. Ryherd had served as Chairman of the Board
and Chief Executive Officer of UTI and its affiliates.  Pursuant to the
agreement, Mr. Ryherd agreed to serve as President and Chief Executive
Officer of the Company and in addition, to serve in other positions of the
affiliated companies if appointed or elected.  The agreement provides for
an annual salary of $400,000 as determined by the Board of Directors.  The
term of the agreement has been continuous.  Mr. Ryherd has deferred
portions of his income under a plan entitling him to a deferred
compensation payment on January 2, 2000 in the amount of $240,000 which
includes interest at the rate of approximately 8.5% per year.
Additionally, Mr. Ryherd was granted an option to purchase up to 13,800 of
UTI Common Stock at $17.50 per share.  The option is immediately
exercisable and transferable.  The option will expire December 31, 2000.

On April 15, 1993, Thomas F. Morrow entered into an employment agreement
with FCC and UTI.  Formerly, Mr. Morrow had served as President and Chief
Operating Officer of UTI and its affiliates.  Pursuant to the agreement,
Mr. Morrow agreed to serve as Chief Operating Officer of the Company and in
addition, to serve in other positions of the affiliated companies if
appointed or elected.  The agreement provides for an annual salary of
$300,000 as determined by the Board of Directors.  The term of the
agreement has been continuous.  Mr. Morrow has deferred portions of his
income under a plan entitling him to a deferred compensation payment on
January 2, 2000 in the amount of $300,000 which includes interest at the
rate of approximately 8.5% per year.  Additionally, Mr. Morrow was granted
an option to purchase up to 17,200 of UTI Common Stock at $17.50 per share.
The option is immediately exercisable and transferable.  The option will
expire December 31, 2000.


The Company and UTI entered into an employment agreement dated April 15,
1993 with James E. Melville pursuant to which Mr. Melville is employed as
Senior Executive Vice President and in addition, to serve in other
positions of the affiliated companies if appointed or elected at an annual
salary of $237,000.  The term of the agreement expires December 31, 1997.
Mr. Melville has deferred portions of his income under a plan entitling him
to a deferred compensation payment on January 2, 2000 of $400,000 which
includes interest at the rate of approximately 8.5% per year.
Additionally, Mr. Melville was granted an option to purchase up to 32,500
shares of UTI Common Stock at $17.50 per share.  The option is immediately
exercisable and transferable.  The option will expire December 31, 2000.

FCC entered into an employment agreement with George E. Francis on June 16,
1992.  Under the terms of the agreement, Mr. Francis is employed as Senior
Vice President of the Company at an annual salary of $119,000.  Mr. Francis
also agreed to serve in other positions if appointed or elected to such
positions without additional compensation.  The term of the contract has
been continuous.  Mr. Francis has deferred portions of his income under a
plan entitling him to a deferred compensation payment on January 2, 2000 of
$80,000 which includes interest at the rate of approximately 8.5% per year.
Additionally, Mr. Francis was granted an option to purchase up to 4,600
shares of UTI Common Stock at $17.50 per share.  The option is immediately
exercisable and transferable.  This option will expire on December 31,
2000.

                                      6
<PAGE>

On June 16, 1992, FCC entered into an employment agreement with John K.
Cantrell, Chairman of the Board of Directors of FCC and a Director of the
Company.  Mr. Cantrell has agreed to continue as Chairman of the Board of
Directors of FCC and a Director of the Company until April 30, 2002.  In
consideration for this commitment, FCC has agreed to pay Mr. Cantrell
$12,500 each month for the first sixty months of the term and $8,333.33
each month for the last sixty months of the term.  After Mr. Cantrell's
retirement and until the death of the first to die of Mr. Cantrell or his
wife, the Company will pay Mr. Cantrell the sum of $6,250 per month.

From and after the death of the first to die of Mr. and Mrs. Cantrell, FCC
will pay $4,166.67 per month to the survivor until death of the survivor.
Mrs. Cantrell will receive the death benefit described above from and after
Mr. Cantrell's death regardless of whether he died while employed or after
retirement.  If Mr. Cantrell becomes disabled prior to retirement, FCC will
continue to make payments described above while he is disabled until April
30, 2002.  This agreement has been entered into for the purpose of securing
Mr. Cantrell's extremely valuable services over the ten years and to
relieve Mr. Cantrell of pressures to provide his wife and himself in the
event of his disability or death.

REPORT ON EXECUTIVE COMPENSATION

Introduction

The compensation of the Company's executive officers is determined by the
full Board of Directors.  The Board of Directors strongly believes that the
Company's executive officers directly impact the short-term and long-term
performance of the Company.  With this belief and the corresponding
objective of making decisions that are in the best interest of the
Company's shareholders, the Board of Directors places significant emphasis
on the design and administration of the Company's executive compensation
plans.

Executive Compensation Considerations

The purpose of the Company's executive compensation plans is to ensure that
the compensation levels provided to the Company's executive officers
integrate with the Company's annual and long-term performance objectives,
to align the financial interests of the executive officers with the
interests of the Company's shareholders, to reward for superior financial
performance, and to assist the Company in attracting, retaining and
motivating executives with exceptional leadership abilities.  Consistent
with this purpose, the Board of Directors establishes appropriate
compensation elements in each of the executive officers compensation plan
to include a base salary, annual bonus, stock options and deferred
compensation alternatives.  Compensation levels are reviewed annually by
the Board of Directors relative to other life insurance companies and
companies of similar size in the financial industry ("comparable
companies").  Based upon analysis of total compensation paid by comparable
companies, total compensation paid to the Company's executive officers were
found to be within the same ranges.  Accordingly, the Board of Directors
feels that the Company is maintaining a competitive position to retain the
talent necessary to meet the challenges in the life insurance industry.

Executive Compensation Plan Elements

Base Salary.  The Board of Directors establishes base salaries each year at
a level intended to be within the competitive market range of comparable
companies.  In addition to the competitive market range, many factors are
considered in determining base salaries, including the responsibilities
assumed by the executive, the scope of the executive's position,
experience, length of service, individual performance and internal equity
considerations.  During the last three fiscal years, there were no changes
in the base salaries of the named executive officers.

Stock Options.  One of the Company's priorities is for the executive
officers to be significant shareholders so that the interest of the
executives are closely aligned with the interests of the Company's other
shareholders.  The Board of Directors believes that this strategy motivates
executives to remain focused on the overall long-term performance of the
Company.  Stock options are granted at the discretion of the Board of
Directors and are intended to be granted at levels within the competitive
market range of comparable companies.  During 1993, each of the named
executive officers were granted options under their employment agreements
for UTI Common Stock as described in the Employment Contract section.
There were no options granted to the named executive officers during the
last three fiscal years.

Deferred Compensation.  A very significant component of overall Executive
Compensation Plans is found in the flexibility afforded to participating
officers in the receipt of their compensation.  The availability, on a
voluntary basis, of the deferred compensation arrangements as described in
the Employment Contract section, may prove to be critical to certain
officers, depending upon their particular financial circumstance.

                                      7
<PAGE>

Chief Executive Officer and President

During 1996, the Company's most highly compensated executive officers were
Larry E. Ryherd, Chief Executive Officer and President, and Thomas F.
Morrow, Vice Chairman and Chief Operating Officer.  Indeciding Mr. Ryherd's
and Mr. Morrow's compensation, the Board of Directors did not affix
specific weights or values to the various factors considered in the
executive compensation plan elements.  The Board of Directors considered
the significant progress made in 1994, 1995 and 1996 as it relates to the
Company's growth through acquisitions and marketing new business.  The
Board of Directors also considered key decisions and actions taken to
ensure the Company's long term profitability such as the continued
restructuring of the Company in response to changes in the industry in
order to remain competitive, and the consolidation of operations to achieve
cost savings. Mr. Ryherd's cash compensation for 1996 was $400,000.  Mr.
Morrow's cash compensation for 1996 was $300,000.  No stock options were
granted to Mr. Ryherd or Mr. Morrow during 1996 and neither exercised any
stock options during the year.

Conclusion

The Board of Directors believes the mix of structured employment agreements
with certain key executives, conservative market based salaries,
competitive cash incentives for short-term performance and the potential
for equity-based rewards for long term performance represents an
appropriate balance.  This balanced Executive Compensation Plan provides a
competitive and motivational compensation package to the executive officer
team necessary to continue to produce the results the Company strives to
achieve.  The Board of Directors also believes the Executive Compensation
Plan addresses both the interests of the shareholders and the executive
team.


                            BOARD OF DIRECTORS
                                     
                     Vincent T. Aveni    Thomas F. Morrow
                     Marvin W. Berschet  Charlie E. Nash
                     John K. Cantrell    Larry E. Ryherd
                     Gertrude W. Donahey Robert W. Teater

The foregoing Report on Executive Compensation shall not be deemed to be
incorporated by reference into any filing of the Company under the
Securities Act of 1933 or the Securities Exchange Act of 1934, except to
the extent that the Company specifically incorporates such information by
reference.

                             PERFORMANCE GRAPH

                                     
The following graph compares the cumulative total shareholder return on the
Company's Common Stock during the five fiscal years ended December 31,
1996, with the cumulative total return on the NASDAQ Composite Index
Performance and the NASDAQ Insurance Stock Index (1):


                 1991   1992    1993       1994       1995       1996
UII              100    100     100        92         92         40
NASDAQ           100    117     134        130        185        227
NASDAQ           100    136     145        136        194        221
Insurance

                                      8
<PAGE>     

(1)  The Company selected the NASDAQ Composite Index Performance as an
appropriate comparison because the Company's Common Stock is not listed on
any exchange.  Furthermore, the Company selected the NASDAQ Insurance Stock
Index as the second comparison because there is no similar single "peer
company" in the NASDAQ system with which to compare stock performance and
the closest additional line-of-business index which could be found was the
NASDAQ Insurance Stock Index.  Trading activity in the Company's Common
Stock is limited, which may be a result in part of the Company's low
profile from not being listed on any exchange, and its reported operating
losses.  The Company has experienced a tremendous growth rate over the
period shown in the Return Chart with assets growing from approximately $19
million in 1991 to approximately $355 million in 1996 through it's 47%
equity ownership of UTG.  The growth rate has been the result of other
company acquisitions and new insurance writings.  The Company has incurred
costs of conversions and administrative consolidations associated with the
acquisitions which has contributed to the operating losses.  The Return
Chart is not intended to forecast or be indicative of possible future
performance of the Company's stock.

The foregoing graph shall not be deemed to be incorporated by reference
into any filing of the Company under the Securities Act of 1933 or the
Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates such information by reference.

Compensation Committee Interlocks and Insider Participation

The following persons served as directors of the Company during 1996 and
were officers or employees of the Company or its subsidiaries during 1996:
John K. Cantrell, Thomas F. Morrow and Larry E. Ryherd.  Accordingly, these
individuals have participated in decisions related to compensation of
executive officers of the Company and its subsidiaries.

During 1996, the following executive officers of the Company were also
members of the Board of Directors of FCC, two of whose executive officers
served on the Board of Directors of the Company: Messrs. Morrow and Ryherd.

During 1996, the following executive officers of the Company were also
members of the Board of Directors of UTI, two of whose executive officers
served on the Board of Directors of the Company:  Messrs. Morrow and
Ryherd.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

PRINCIPAL HOLDERS OF SECURITIES

The following tabulation sets forth the name and address of the entity
known to be the beneficial owner of more than 5% of the Company's Common
Stock and shows:  (i) the total number of shares of Common Stock
beneficially owned by such person as of March 31, 1997 and the nature of
such ownership; and (ii) the percent of the issued and outstanding shares
of Common Stock so owned as of the same date.


    Title                           Number of Shares      Percent
    of       Name and Address       and Nature of         of
    Class    of Beneficial Owner    Beneficial Ownership  Class

    Common    United Trust, Inc.    416,185               29.9%
    Stock,    5250 South 6th Street
    no par    Springfield, IL 62703
    value
                                     
SECURITY OWNERSHIP OF MANAGEMENT

The following tabulation shows with respect to each of the directors and
nominees of the Company, with respect to the Company's chief executive
officer and each of the Company's executive officers whose salary plus
bonus exceeded $100,000 for fiscal 1996,  and with respect to all executive
officers and directors of the Company as a group:  (i) the total number of
shares of all classes of stock of the Company or any of its parents or
subsidiaries, beneficially owned as of March 31, 1997 and the nature of
such ownership; and (ii) the percent of the issued and outstanding shares
of stock so owned as of the same date.

                                      9
<PAGE>

 Title         Directors, Named Executive      Number of Shares     Percent
 of            Officers, & All Directors &     and Nature of        of
 Class         Executive Officers as a Group   Ownership            Class

 UTI's         Vincent T. Aveni                    0                  *
 Common        Marvin W. Berschet                  0                  *
 Stock, no     John K. Cantrell                    0                  *
 par value     Gertrude W. Donahey                 0                  *
               George E. Francis               4,600  (1)             *
               James E. Melville              52,500  (2)           2.6%
               Thomas F. Morrow              159,060  (3)           8.0%
               Charlie E. Nash                     0                  *
               Larry E. Ryherd               617,236  (4)          31.0%
               Robert W. Teater                    0                  *
               All directors and             833,396               41.9%
               executive officers as a
               group (ten in number)

 FCC's         Vincent T. Aveni                    0                  *
 Common        Marvin W. Berschet                  0                  *
 Stock, $1.00  John K. Cantrell                    0                  *
 par value     Gertrude W. Donahey                 0                  *
               George E. Francis                   0                  *
               James E. Melville                 431  (5)             *
               Thomas F. Morrow                    0                  *
               Charlie E. Nash                     0                  *
               Larry E. Ryherd                     0                  *
               Robert W. Teater                    0                  *
               All directors and                 431                  *
               executive officers as a
               group (ten in number)


 Title         Directors, Named Executive      Number of Shares     Percent
 of            Officers, & All Directors &     and Nature of        of
 Class         Executive Officers as a Group   Ownership            Class

 Company's     Vincent T. Aveni                7,716  (6)             *
 Common        Marvin W. Berschet              7,161  (7)             *
 Stock, no     John K. Cantrell                    0                  *
 par value     Gertrude W. Donahey             7,000                  *
               George E. Francis                   0                  *
               James E. Melville                   0                  *
               Thomas F. Morrow               31,500  (8) (11)      2.3%
               Charlie E. Nash                 7,052                  *
               Larry E. Ryherd                47,250  (9) (11)      3.4%
               Robert W. Teater                7,380  (10)            *
               All directors and executive
               officers                      
               as a group (ten in number)    115,059                8.3%

     (1)  Includes 4,600 shares which may be acquired upon the exercise of
     outstanding stock options.

     (2)  James E. Melville owns 2,500 shares individually, and 14,000
     shares jointly with his spouse.  Includes; (i) 3,000 shares of the
     UTI's  Common Stock which are held beneficially in trust for his
     daughter, namely Bonnie J. Melville;  (ii) 3,000 shares of the UTI's
     Common Stock, 750 shares of which are in the name of Matthew C.
     Hartman, his nephew; 750 shares of which are in the name of Zachary
     T. Hartman, his nephew; 750 shares of which are in the name of
     Elizabeth A. Hartman, his niece; and 750 shares of which are in the
     name of Margaret M. Hartman, his niece; and (iii) 30,000 shares which
     may be acquired by James E. Melville upon exercise of outstanding
     stock options.

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     (3)  Includes 17,200 shares which may be acquired upon the exercise
     of outstanding stock options.  Includes 1,000 shares as custodian for
     grandsons.

     (4)  Larry E. Ryherd owns 271,086 shares of the UTI's Common Stock in
     his own name. Includes; (i) 150,050 shares of the UTI's Common Stock
     in the name of Dorothy LouVae Ryherd, his wife; (ii) 150,000 shares
     of the UTI's Common Stock which are held beneficially in trust for
     the three children of Larry E. Ryherd and Dorothy LouVae Ryherd,
     namely Shari Lynette Serr, Derek Scott Ryherd and Jarad John Ryherd;
     (iii) 29,300 shares of the UTI's Common Stock, 9,700 shares of which
     are in the name of Shari Lynette Serr, 9,700 shares of which are held
     in the name of Derek Scott Ryherd, and 9,900 shares of which are in
     the name of Jarad John Ryherd; (iv) 500 shares of the UTI's Common
     Stock held in the name of Larry E. Ryherd as custodian for Charity
     Lynn Newby, his niece; (v) 500 shares held in the name of Larry E.
     Ryherd as custodian for Lesley Carol Newby, his niece; (vi) 2,000
     shares held by Dorothy LouVae Ryherd, his wife as custodian for
     granddaughter; and (vii) 13,800 shares which may be acquired by Larry
     E. Ryherd upon exercise of outstanding stock options.

     (5)  James E. Melville owns 55 shares individually and 376 shares
     jointly with his spouse.

     (6)  Includes 272 shares owned directly by Mr. Aveni's brother and
     210 shares owned directly by Mr. Aveni's son.

     (7)  Includes 42 shares owned directly by each of Mr. Berschet's two
     sons and 77 shares owned directly by Mr. Berschet's daughter, a total
     of 161 shares.

     (8)  Includes 31,500 shares beneficially in trust for the two
     children of Thomas F. Morrow, namely Kristi J. Wilkerson and Amy
     Suzanne Heath.

     (9)  Includes 47,250 shares beneficially in trust for the three
     children of Larry E. Ryherd and Dorothy LouVae Ryherd, namely Shari
     Lynette Serr, Derek Scott Ryherd and Jarad John Ryherd.

     (10)    Includes 210 shares owned directly by Mr. Teater's spouse.
  
     (11) In addition, Mr. Morrow and Mr. Ryherd are directors and
     officers of UTI, which owns 416,185 shares (29.9%) of the Company.
     Mr. Morrow and Mr. Ryherd disclaim any beneficial interest in the
     416,185 shares of the Company owned by UTI as the UTI board of
     directors controls the voting and investment decisions regarding such
     shares.

*    Less than 1%.

Except as indicated above, the foregoing persons hold sole voting and
investment power.

Directors and officers of the Company file periodic reports regarding
ownership of Company securities with the Securities and Exchange Commission
pursuant to Section 16(a) of the Securities Exchange Act of 1934 as
amended, and the rules promulgated thereunder.
  
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
                                     
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
                                     
Kerber, Eck and Braeckel served as the Company's independent certified
public accounting firm for the fiscal year ended December 31, 1996 and
fiscal year ended December 31, 1995.  In serving its primary function as
outside auditor for the Company, Kerber, Eck and Braeckel performed the
following audit services:  examination of annual consolidated financial
statements; assistance and consultation on reports filed with the
Securities and Exchange Commission and; assistance and consultation on
separate financial reports filed with the State insurance regulatory
authorities pursuant to certain statutory requirements.  The Company does
not expect that a representative of Kerber, Eck and Braeckel will be
present at the Annual Meeting of Shareholders of the Company.  No
accountants have been selected for fiscal year 1997 because the Company
generally chooses accountants shortly before the commencement of the annual
audit work.

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