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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549



                                 SCHEDULE 13 G


                   UNDER THE SECURITIES EXCHANGE ACT OF 1934
                              (AMENDMENT NO. 15)*

                                 UNITRIN, INC.

                                (NAME OF ISSUER)

                         Common Stock, $0.10 par value

                         (TITLE OF CLASS OF SECURITIES)


                                   91327510-3

                                 (CUSIP NUMBER)


Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).



                                 Page 1 of 7.

SEC 1745 (10-88)



-----------------------                                  ---------------------
  CUSIP NO. 91327510-3                  13G                PAGE 2 OF 7 PAGES
-----------------------                                  ---------------------

------------------------------------------------------------------------------
      NAME OF REPORTING PERSON
 1    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

           FAYEZ SAROFIM & CO.
           74-1312679
------------------------------------------------------------------------------
      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 2                                                              (a) [_]
                                                                (b) [X]

------------------------------------------------------------------------------
      SEC USE ONLY
 3


------------------------------------------------------------------------------
      CITIZENSHIP OR PLACE OF ORGANIZATION
 4
           Texas

------------------------------------------------------------------------------
                          SOLE VOTING POWER
                     5
     NUMBER OF            0

      SHARES       -----------------------------------------------------------
                          SHARED VOTING POWER
   BENEFICIALLY      6
                          2,453,431
     OWNED BY
                   -----------------------------------------------------------
       EACH               SOLE DISPOSITIVE POWER
                     7
    REPORTING             0

      PERSON       -----------------------------------------------------------
                          SHARED DISPOSITIVE POWER
       WITH          8
                          2,774,963
------------------------------------------------------------------------------
      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 9
      2,774,963

------------------------------------------------------------------------------
      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10


------------------------------------------------------------------------------
      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
      4.0%

------------------------------------------------------------------------------
      TYPE OF REPORTING PERSON*
12
      IA

------------------------------------------------------------------------------

                     *SEE INSTRUCTION BEFORE FILLING OUT!



-----------------------                                  ---------------------
  CUSIP NO. 91327510-3                  13G                PAGE 3 OF 7 PAGES
-----------------------                                  ---------------------

------------------------------------------------------------------------------
      NAME OF REPORTING PERSON
 1    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

           FAYEZ SAROFIM
           451-54-0288
------------------------------------------------------------------------------
      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 2                                                              (a) [_]
                                                                (b) [X]

------------------------------------------------------------------------------
      SEC USE ONLY
 3


------------------------------------------------------------------------------
      CITIZENSHIP OR PLACE OF ORGANIZATION
 4
           U.S.A.

------------------------------------------------------------------------------
                          SOLE VOTING POWER
                     5
     NUMBER OF            2,024,670

      SHARES       -----------------------------------------------------------
                          SHARED VOTING POWER
   BENEFICIALLY      6
                          2,463,399
     OWNED BY
                   -----------------------------------------------------------
       EACH               SOLE DISPOSITIVE POWER
                     7
    REPORTING             2,024,670

      PERSON       -----------------------------------------------------------
                          SHARED DISPOSITIVE POWER
       WITH          8
                          2,784,931
------------------------------------------------------------------------------
      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 9
      4,809,601

------------------------------------------------------------------------------
      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10


------------------------------------------------------------------------------
      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
      7.0%

------------------------------------------------------------------------------
      TYPE OF REPORTING PERSON*
12
      IN

------------------------------------------------------------------------------

                     *SEE INSTRUCTION BEFORE FILLING OUT!






                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C.

                        Amendment No. 15 Schedule 13(G)
                   Under the Securities Exchange Act of 1934

Item 1(a)  Name of Issuer:

           Unitrin, Inc.

Item 1(b)  Address of Issuer's Principal Executive Office:

           One East Wacker Drive
           Chicago, Illinois  60601

Item 2(a)  Name of Person Filing:

           Fayez Sarofim & Co. and Fayez Sarofim

Item 2(b)  Address of Principal Business Office, or if none, Residence:

           2907 Two Houston Center
           Houston, Texas  77010

Item 2(c)  Citizenship:

           U. S. A. (Fayez Sarofim & Co. is a corporation incorporated in
           Texas)

Item 2(d)  Title of Class of Securities:

           Common Stock, $0.10 par value

Item 2(e)  CUSIP Number:

           91327510-3

Item 3     Filing required pursuant to the Rules 13d-1(b), or 13d-2(b),:

           Fayez Sarofim & Co. is an Investment Adviser registered under Section
           203 of the Investment Advisers Act of 1940. Fayez Sarofim is Chairman
           of the Board and President, a director and owner of a majority of the
           outstanding capital stock of Fayez Sarofim & Co. and may be
           considered a parent holding company of Fayez Sarofim & Co. within the
           meaning of Rule 13d-1(b)(1)(ii)(G).

Item 4    Ownership as of December 31, 2004:

     (a)  Amount Beneficially Owned:

          (i)  1,638,053 shares are held in investment advisory accounts managed
               by Fayez Sarofim & Co. for numerous clients.  Pursuant to its
               investment advisory contract with its clients, Fayez Sarofim &
               Co. has full investment discretion with respect to such
               investment advisory accounts.  However, Fayez Sarofim & Co. is
               not the record owner of any of such shares as such shares are
               held of record by the respective clients or by trustees or
               custodians for such clients.  The clients are entitled to the
               economic benefits (dividend payments and sales proceeds) of
               ownership of such shares.  Each client also has the right to
               terminate its investment advisory relationship with Fayez Sarofim
               & Co. at any time.  Because Fayez Sarofim & Co. has power to
               dispose, or to direct the disposition of, such shares, it may be
               deemed to be the beneficial owner of these shares for the
               purposes of the Rule 13d-3 under the Securities Exchange Act of
               1934.  Because Fayez Sarofim is Chairman of the Board and
               President, a director and owner of a majority of the outstanding
               capital stock of Fayez Sarofim & Co., he may also be deemed to be
               an indirect beneficial owner of these shares for the purposes of
               Rule 13d-3.

          (ii) 397,990 shares are held in investment advisory accounts managed
               by Sarofim Trust Co., a wholly owned subsidiary of Fayez Sarofim
               & Co., which is also an Investment Adviser registered under
               Section 203 of the Investment Advisers Act of 1940.  Pursuant to
               its investment advisory contracts with its clients, Sarofim Trust
               Co. has full investment discretion with respect to such
               investment advisory accounts.  However, Sarofim Trust Co. is not
               the record owner of any of such shares as such shares are held of
               record by the respective clients or by trustees or custodians for
               such clients.  The clients are entitled to the economic benefits
               of ownership of such shares.  Each client also has the right to
               terminate its investment advisory relationship with Sarofim Trust
               Co. at any time.  Because Sarofim Trust Co. has power to dispose,

                                       4



               or to direct the disposition of, such shares, it may be deemed to
               be the beneficial owner of these shares for the purposes of Rule
               13d-3 under the Securities Exchange Act of 1934 and Fayez Sarofim
               & Co. and Mr. Sarofim as controlling persons of Sarofim Trust
               Co., may be deemed to be indirect beneficial owners of these
               shares for such purposes.

         (iii) 13,900 shares are held in investment advisory accounts managed by
               Sarofim International Management Company, a wholly owned
               subsidiary of Fayez Sarofim & Co., which is also an Investment
               Advisor registered under Section 203 of the Investment Advisers
               Act of 1940. Pursuant to its investment advisory contracts with
               its clients, Sarofim International Management Company has full
               investment discretion with respect to such investment advisory
               accounts. However, Sarofim International Management Company is
               not the record owner of any such shares as such shares are held
               of record by the respective clients or by trustees or custodians
               for such clients. The clients are entitled to the economic
               benefits of ownership of such shares. Each client also has the
               right to terminate its investment advisory relationship with
               Sarofim International Management Company at any time. Because
               Sarofim International Management Company has power to dispose, or
               to direct the disposition of, such shares, it may be deemed to be
               the beneficial owner of these shares for the purposes of Rule
               13d-3 under the Securities Exchange Act of 1934 and Fayez Sarofim
               & Co. and Mr. Sarofim as controlling persons of Sarofim
               International Management Company, may be deemed to be indirect
               beneficial owners of these shares for such purposes.

          (iv) 725,020 shares are owned directly by Sarofim International
               Management Company for its own account. Because Fayez Sarofim is
               a controlling person of Fayez Sarofim & Co., he may be deemed to
               be an indirect beneficial owner of these shares for the purposes
               of Rule 13d-3.

           (v) 2,024,670 shares are owned of record and beneficially by Fayez
               Sarofim. Fayez Sarofim & Co. has no beneficial ownership of these
               shares.

          (vi) 9,968 shares are held in trusts with respect to which Mr.
               Sarofim is a trustee. Fayez Sarofim & Co. has no beneficial
               ownership of these shares. Also, Mr. Sarofim has no beneficial
               interest in any of these trusts. Mr. Sarofim shares with the
               other trustees of such trusts the power to vote and to dispose of
               these shares.

     (b)  Percent of Class:

           (i) 2.4% -- as to shares held in accounts managed by Fayez Sarofim &
               Co. with power to dispose, or to direct the disposition of such
               shares.

          (ii) 0.5% -- as to shares held in accounts managed by Sarofim Trust
               Co. with power to dispose, or to direct the disposition of, such
               shares.

         (iii) 0.0% -- as to shares held in accounts managed by Sarofim
               International Management Company with power to dispose, or to
               direct the disposition of, such shares.

          (iv) 1.1% -- as to shares owned directly by Sarofim International
               Management Company for its own account.

           (v) 3.0% -- as to shares owned of record and beneficially by Fayez S.
               Sarofim.

          (vi) 0.0% -- as to shares held in trusts of which Mr. Sarofim is a
               trustee.

     (c) Number of shares as to which Fayez Sarofim & Co. has:

           (i) sole power to vote or direct the vote:  0 shares.

                                       5



          (ii) shared power to vote or to direct the vote:  2,453,431 shares.
               The voting arrangements with respect to the securities held in
               the various investment advisory accounts managed by Fayez Sarofim
               & Co., Sarofim Trust Co., or Sarofim International Management
               Company vary. The contracts relating to certain of the investment
               advisory accounts do not grant any power to Fayez Sarofim & Co.,
               Sarofim Trust Co., or Sarofim International Management Company to
               vote securities held in such accounts. The contracts relating to
               other investment advisory accounts provide that the securities
               held in such investment advisory accounts will be voted in
               accordance with the directions given by the investment adviser.
               All securities held in investment advisory accounts are held of
               record by clients or by trustees or custodians for clients of
               Fayez Sarofim & Co., Sarofim Trust Co., or Sarofim International
               Management Company. Proxies voting the shares are signed by the
               client, the trustee or the custodian. Accordingly, it is
               difficult to determine the extent of voting power possessed by
               Fayez Sarofim & Co. It is believed, however, that of the
               2,774,963 shares which Fayez Sarofim & Co., Sarofim Trust Co., or
               Sarofim International Management Company may be deemed to own
               beneficially for purposes of Rule 13d-3, it may be deemed to
               share voting power with respect to not more than 2,453,431 of
               such shares. Such voting power may be deemed to be shared with
               Mr. Sarofim who may be deemed to share such power by virtue of
               his control relationship with Fayez Sarofim & Co., Sarofim Trust
               Co., and Sarofim International Management Company. Such voting
               power may also be deemed to be shared with trustees, other
               fiduciaries, clients or others in many cases.

         (iii) sole power to dispose or direct the disposition of:  0 shares.

          (iv) shared power to dispose or direct the disposition of:  2,774,963
               shares. Such power may be deemed to be shared with Mr. Sarofim,
               and also with Sarofim Trust Co. with respect to securities held
               in accounts managed by Sarofim Trust Co. and with Sarofim
               International Management Company with respect to securities held
               in investment advisory accounts of Sarofim International
               Management Company.

     (d) Number of shares as to which Fayez Sarofim has:

           (i) sole power to vote or direct the vote:  2,024,670 shares.

          (ii) shared power to vote or direct the vote:  2,463,399 shares.  As
               discussed above, the voting arrangements with respect to the
               shares held in the various investment advisory accounts managed
               by Fayez Sarofim & Co., Sarofim Trust Co., or Sarofim
               International Management Company, vary. Fayez Sarofim may be
               deemed to share the voting power possessed by Fayez Sarofim &
               Co., Sarofim Trust Co., or Sarofim International Management
               Company, with respect to the securities held in such accounts by
               virtue of his control relationship to such investment advisers.
               Accordingly, it is believed that of the 2,784,931 shares which
               Mr. Sarofim may be deemed to own beneficially for purposes of
               Rule 13d-3 (excluding the 2,024,670 shares which he holds for his
               own account and has the sole power to vote but including the
               9,968 shares held by trusts of which he is a trustee), he may be
               deemed to share voting power with respect to not more than
               2,463,399 of such shares. Such voting power may be deemed to be
               shared with Fayez Sarofim & Co. with respect to securities held
               in investment advisory accounts managed by Fayez Sarofim & Co.,
               with Fayez Sarofim & Co. and Sarofim Trust Co. with respect to
               securities held in investment advisory accounts managed by
               Sarofim Trust Co. and with Fayez Sarofim & Co. and Sarofim
               International Management Company with respect to securities held
               in investment advisory accounts of Sarofim International
               Management Company. In many cases where securities are held in
               accounts managed by Fayez Sarofim & Co., Sarofim Trust Co., or
               Sarofim International Management Company, voting power may also
               be deemed to be shared with trustees, other fiduciaries, clients
               of Fayez Sarofim & Co. or Sarofim Trust Co., or Sarofim
               International Management Company, or others.

         (iii) sole power to dispose or direct the disposition of:  2,024,670
               shares.

          (iv) shared power to dispose or direct the disposition of: 2,784,931
               shares. Such power may be deemed to be shared with Fayez Sarofim
               & Co. with respect to securities held in accounts managed by
               Fayez Sarofim & Co., with Fayez Sarofim & Co. and Sarofim Trust
               Co. with respect to the securities held in accounts

                                       6



               managed by Sarofim Trust Co. and with Fayez Sarofim & Co. and
               Sarofim International Management Company with respect to
               securities held in investment advisory accounts of Sarofim
               International Management Company and with other trustees of
               trusts of which Mr. Sarofim is a trustee with respect to the
               securities held in such trusts.

Item 5    Ownership of Five Percent or Less of a Class.

          Not Applicable.

Item 6    Ownership of More than Five Percent on Behalf of Another Person.

          With respect to securities held in accounts managed by Fayez Sarofim &
          Co. or held in accounts managed by Sarofim Trust Co., or held in
          accounts managed by Sarofim International Management Company clients
          have the right to receive or the power to direct the receipt of
          dividends from, or the proceeds from the sale of, such securities. No
          one client has such right with respect to more than five percent of
          the Class.

Item 7    Identification and Classification of the Subsidiary Which Acquired the
          Security Being Reported on By the Parent Holding Company.

          As indicated in Item 3, Fayez S. Sarofim is Chairman of the Board and
          President, a director and owner of a majority of the outstanding
          capital stock of Fayez Sarofim & Co. and may be considered a parent
          holding company of Fayez Sarofim & Co.  Fayez Sarofim & Co. is an
          Investment Adviser registered under Section 203 of the Investment
          Advisers Act of 1940.

Item 8    Identification and Classification of Members of the Group.

          Not Applicable.

Item 9    Notice of Dissolution of Group.

          Not Applicable.

Item 10   Certification

          By signing below I certify that, to the best of my knowledge and
          belief, the securities referred to above were acquired in the ordinary
          course of business and were not acquired for the purpose of and do not
          have the effect of changing or influencing the control of the issuer
          of such securities and were not acquired in connection with or as a
          participant in any transaction having such purposes or effect.


Signature.

          After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


Date: February 11, 2005

FAYEZ SAROFIM & CO.


By  /s/ Fayez Sarofim
  _____________________________________
Signature   Fayez Sarofim
            Chairman of the Board and
             President


Date: February 11, 2005

/s/ Fayez Sarofim
_______________________________________
Signature   Fayez Sarofim


                                       7



                                   AGREEMENT



          The undersigned hereby agree in writing pursuant to the provisions of
Rule 13d-1(f) (1) (iii) under the Securities Exchange Act of 1934 that the
Schedule 13(G) to which this Agreement is attached is filed on behalf of each of
the undersigned.



                                    FAYEZ SAROFIM & CO.



                                    By /s/ Fayez Sarofim
                                      _________________________________
                                         Fayez Sarofim
                                         Chairman of the Board and
                                          President



                                    By /s/ Fayez Sarofim
                                      __________________________________
                                         Fayez Sarofim



Dated: February 11, 2005