Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Phelps II John A.
 2. Date of Event Requiring Statement (Month/Day/Year)
12/12/2013		 3. Issuer Name and Ticker or Trading Symbol
Fidelity & Guaranty Life [FGL]
(Last)
(First)
(Middle)
1001 FLEET STREET, 6TH FLOOR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, Chief Distr. Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
12/12/2013
(Street)

BALTIMORE, MD 21202		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Restricted Stock Unit   (1)   (1) Common Stock (1) 2,407 $ (1) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Phelps II John A.
1001 FLEET STREET, 6TH FLOOR
BALTIMORE, MD 21202		       SVP, Chief Distr. Officer  

Signatures

/s/ Rebecca Hemmings, as Attorney-in-Fact for John A. Phelps, II 01/03/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) This amendment is being filed to report a transposition error in the number of employee restricted stock units reported in the reporting person's original Form 3, which reported 2,047 units. Each restricted stock unit is the economic equivalent of one share of Class B Common Stock of the F&G Subsidiary. It is expected that the fair market value of Class B Common Stock of the F&G Subsidiary will be derived from the value of the Common Stock of the Issuer. 802 restricted stock units will vest on December 31, 2013, 803 restricted stock units will vest on December 31, 2014 and 802 restricted stock units will vest on December 31, 2015.

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