United States
Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

o		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 000-52613

FIRST TRINITY FINANCIAL CORPORATION

(Exact name of small business issuer as specified in its charter)

Oklahoma		34-1991436
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer number)
7633 East 63rd Place, Suite 230
Tulsa, Oklahoma		74133
(Address of principal executive offices)

(918) 249-2438
(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of Each Class
None

Securities registered pursuant to section 12(g) of the Exchange Act:
Title of Each Class
Common Stock, $.01 Par Value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer, accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer: o		Accelerated filer: o		Non accelerated filer: o		Smaller reporting company: þ

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes o No þ

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Because of the absence of an established trading market for the common stock, the registrant is unable to calculate the aggregate market value of the voting stock held by non-affiliates as of the last business day of the registrant’s most recently completed second fiscal quarter.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. Common stock .01 par value as of March 17, 2009: 5,805,000 shares

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement to be used in connection with its 2009 Annual Meeting of Shareholders, which is expected to be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year covered by this Form 10-K, are incorporated by reference into Part III of this report.

 

 

EXPLANATORY NOTE

This annual report on Form 10-K/A constitutes Amendment No 1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008. This annual report on Form 10-K/A is being filed to amend item 9B of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, which was previously filed with the Commission on April 13, 2009. Other than this section, no information contained in the Form 10-K/A has been revised.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 1 amends the aforementioned item and contains new certifications pursuant to Rules 13a-14 and 15d-14 under the Exchange Act and Section 302 of the Sarbanes-Oxley Act of 2002. Other than as set forth above and the inclusion of new certifications pursuant to Rules 13a-14 and 15d-14 under the Exchange Act and Section 302 of the Sarbanes-Oxley Act of 2002, no other changes or amendments to the Original Filing are being made.

This Amendment No. 1 continues to speak as of the date of the Original Filing and the Company has not updated the disclosure contained herein to reflect events that have occurred since the date of the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Company’s other filings made with the Securities and Exchange Commission, and is subject to updating and supplementing as provided in the periodic reports that the Company has filed and will file after the date of the Original Filing with the Securities and Exchange Commission.

FIRST TRINITY FINANCIAL CORPORATION

TABLE OF CONTENTS

Part II
Item 9B. Other Information			2
Part IV
Item 15. Exhibits			2
Signatures			3
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

Part II

Item 9B. Other Information

On December 3, 2008, Shannon B. Young was elected a director by the Board of Directors. He had been an Advisory Director since May 2007. He is Marketing Director and Partner at Insurance Marketing Alliance, LLC. He also is a member of the Oklahoma City Underwriters Association.

On December 23, 2008 the Company completed its acquisition of FLAC pursuant to the terms of the Agreement and Amendment No 2 thereto and was reported on Form 8-K. Financial statements of FLAC were not available to the Company in the time provided by Item 9.01. The financial statements have been completed and are being filed as exhibits to this report.

Part IV

Item 15. Exhibits

Exhibit
Number				Description of Exhibit
	31.1			Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
	31.2			Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
	32.1			Section 1350 Certification of Principal Executive Officer
	32.2			Section 1350 Certification of Principal Financial Officer

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

In accordance with the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By		/s/ Gregg Zahn		Date 4/29/2009
		Gregg Zahn President, Chief Executive Officer and Director
By		/s/ Scott J. Engebritson		Date 4/29/2009
		Scott J. Engebritson, Chairman of the Board and Director
By		/s/ William S. Lay		Date 4/29/2009
		W. Sherman Lay Chief Financial Officer, Secretary, Treasurer and Director
By		/s/ H. Bryan Chrisman		Date 4/29/2009
		H. Bryan Chrisman, Director
By		/s/ Bill Hill		Date 4/29/2009
		Charles Wayne Owens, Director
By		/s/ Charles Wayne Owens		Date 4/29/2009
		Charles Wayne Owens, Director
By		/s/ Loren Everett Owens		Date 4/29/2009
		Loren Everett Owens, Director
By		/s/ George E. Peintner		Date 4/29/2009
		George E, Peintner, Director
By		/s/ John R. Perkins		Date 4/29/2009
		John R. Perkins, Director
By		/s/ Wayne Pettigrew		Date 4/29/2009
		Wayne Pettigrew, Director
By		/s/ Gary L. Sherrer		Date 4/29/2009
		Gary L. Sherrer, Director
By		/s/ Shannon Young		Date 4/29/2009
		Shannon Young, Director

EXHIBIT INDEX

Exhibit
Number				Description of Exhibit
	31.1			Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
	31.2			Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
	32.1			Section 1350 Certification of Principal Executive Officer
	32.2			Section 1350 Certification of Principal Financial Officer