Edgar Filing: VIE RICHARD CARL

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

VIE RICHARD CARL

2. Issuer Name and Ticker or Trading Symbol
UNITRIN INC [UTR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman of the Board and CEO

(Last)

(First)

(Middle)

ONE EAST WACKER DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2005

(Street)

CHICAGO, IL 60601

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/08/2005		M		20,705	A	$ 39.53	491,744	D
Common Stock	02/08/2005		M		17,222	A	$ 39.2	508,966	D
Common Stock	02/08/2005		M		783	A	$ 39.95	509,749	D
Common Stock	02/08/2005		M		41,939	A	$ 40.44	551,688	D
Common Stock	02/08/2005		M		49,237	A	$ 40.52	600,925	D
Common Stock	02/08/2005		F		120,515	D	$ 45.33	480,410	D ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Options ⁽²⁾

$ 39.53

02/08/2005

20,705

05/29/2002

05/13/2008

Common Stock

20,705

$ 0

0 ⁽³⁾

Employee Stock Options ⁽²⁾

$ 45.33

02/08/2005

18,835

08/08/2005

05/13/2008

Common Stock

18,835

$ 0

18,835 ⁽³⁾

Employee Stock Options ⁽²⁾

$ 39.2

02/08/2005

17,222

06/20/2002

05/13/2008

Common Stock

17,222

$ 0

0 ⁽³⁾

Employee Stock Options ⁽²⁾

$ 45.33

02/08/2005

15,685

08/08/2005

05/13/2008

Common Stock

15,685

$ 0

15,685 ⁽³⁾

Employee Stock Options ⁽²⁾

$ 39.95

02/08/2005

783

11/29/2002

05/02/2011

Common Stock

783

$ 0

0 ⁽³⁾

Employee Stock Options ⁽²⁾

$ 45.33

02/08/2005

726

08/08/2005

05/02/2011

Common Stock

726

$ 0

726 ⁽³⁾

Employee Stock Options ⁽²⁾

$ 40.44

02/08/2005

41,939

11/23/2002

05/02/2011

Common Stock

41,939

$ 0

0 ⁽³⁾

Employee Stock Options ⁽²⁾

$ 45.33

02/08/2005

39,198

08/08/2005

05/02/2011

Common Stock

39,198

$ 0

39,198 ⁽³⁾

Employee Stock Options ⁽²⁾

$ 40.52

02/08/2005

44,805

06/23/2004

05/02/2011

Common Stock

44,805

$ 0

0 ⁽³⁾

Employee Stock Options ⁽²⁾

$ 45.33

02/08/2005

41,925

08/08/2005

05/02/2011

Common Stock

41,925

$ 0

41,925 ⁽³⁾

Employee Stock Options ⁽²⁾

$ 40.52

02/08/2005

4,432

06/23/2004

05/14/2007

Common Stock

4,432

$ 0

0 ⁽³⁾

Employee Stock Options ⁽²⁾

$ 45.33

02/08/2005

4,146

08/08/2005

05/14/2007

Common Stock

4,146

$ 0

4,146 ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
VIE RICHARD CARL ONE EAST WACKER DRIVE CHICAGO, IL 60601	X		Chairman of the Board and CEO

Signatures

Richard C. Vie		02/09/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	In addition 15,834 shares are held in a trust, the trustee of which is reporting person's wife. The reporting person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for purposes of Section 16 of the Securities Exchange act of 1934 or for any other purpose.
(2)	Rights to buy.
(3)	Reporting person holds a total of 1,418,571 options under the Unitrin, Inc. 1990, 1997 and 2002 Stock Option Plans.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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