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               		     SECURITIES AND EXCHANGE COMMISSION
			                         Washington, DC 20549


                           				SCHEDULE 13D
                  Under the Securities Exchange Act of 1934


                    			    (Amendment No. 1 )

                    			      Union Corp.
			                          (Name of Issuer)
			                          	 Common Stock
			                   (Title of Class of Securities)

                          				  906072103
	                          			(CUSIP Number)

         	       Charles A. Nalbone, Bear, Stearns & Co. Inc.
	                115 South Jefferson Road, Whippany, NJ 07981
			                           (973) 739-2202
	               	(Name, Address and Telephone Number of Person 
	               	Authorized to Receive Notices and Communications)

                           				January 15, 1998
           	(Date of Event which Requires Filing of this Statement)


    	If the filing person has previously filed a statement on Schedule 
13G to report the acquisition which is the subject of this Schedule 13D, 
and is filing this schedule because of Rule 13d-1(b) (3) or (4), check the 
following box [  ] .

    	Check the following box if a fee is being paid with this statement  
[   ] . (A fee is not required only if the reporting 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)

Note:  When filing this statement, in paper format, six copies of 
this statement, including exhibits, should be filed with the Commission.  
See Rule 13d-1(a) for other parties to whom copies are to be sent.


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CUSIP NO.  906072103                            

                          				13D


       	NAME OF REPORTING PERSON
       	S.S. OR I.R.S. NOTIFICATION NO. OF ABOVE PERSON:
1       BEAR, STEARNS & CO. INC.
       	IRS #13-3299429

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
                                           								(a) [  ] 
							                                            (b) [  ]
3       SEC USE ONLY

4       SOURCE OF FUNDS*:
       	WC,PF 
	
5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 
	       ITEMS 2(d)(e):
							                                          	      [  ]
6       CITIZENSHIP OR PLACE OF ORGANIZATION:
       	Delaware        
	
                  		7       SOLE VOTING POWER:   

                         			300,600 
	
	                  	8       SHARED VOTING POWER:            

                         			81,000                 
	
	                  	9       SOLE DISPOSITIVE POWER:         

                         			300,600 
	
 	                 	10      SHARED DISPOSITIVE POWER:

                         			81,000    
	
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	                         		381,600

12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN 
       	SHARES*: 
							                                         	  [  ]    

13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):                     
                          		 6.6
	
14      TYPE OF REPORTING PERSON*:
	       BD              

                			See Instructions Before Filling Out!    





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                   			Schedule 13D Amendment No. 1

     This statement constitutes Amendment No. 1 to the statement on Schedule 13D
(the "Schedule 13D") filed with the Securities and Exchange Commission by Bear, 
Stearns & Co. Inc. ("Bear Stearns") with respect to its ownership of the Common
Shares of Union Corp. (the "Issuer").  

Item 3:  Source and Amount of Funds or Other Consideration

     Working capital of Bear Stearns and personal funds of discretionary
accounts. The aggregate purchase price of the 481,600 Common Shares of the
Issuer referred to in Item 5(c) hereof was approximately $15,122,240.00. 	

Item 5:  Interest in Securities of the Issuer (as of 1/15/98)

	(a)	The responses of Bear Stearns to Rows (11) through (13) of the
   		cover page of this Amendment No. 1 to Schedule 13D are
	   	incorporated herein by reference.  To the best of Bear Stearns'
	   	knowledge, none of its executive officers or directors
	   	beneficially own any Common Stock of the Issuer.

	(b)	The responses of Bear Stearns to Rows (7) through (10) of the
   		cover page of this Amendment No. 1 to Schedule 13D are
	   	incorporated herein by reference.

	(c)	Since the date of its initial filing on Schedule 13D, Bear
   		Stearns has effected transactions in the Common Shares of the
	   	Issuer.  The details of these transactions are set forth in Appendix
     attached hereto.

	(d)	Not Applicable.
	
	(e)	Through January 15, 1998, Bear Stearns purchased an additional 56,000
shares of Union Corp..  Accordingly, Bear Stearns increased its beneficial
ownership by more than one full percentage point of the Common Stock of the
Issuer since the date of its initial filing.
		
		


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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.


Dated: January 16, 1998                            BEAR, STEARNS & CO. INC.


                                           					By:    /s/
					                                             	Barry Cohen
					                                             	Senior Managing Director








                                 APPENDIX I
                           BEAR, STEARNS & CO. INC.

				Union Corp.
			Trades from 01/14/98 through 01/15/98
			    (Various Firm Accounts)
	                   ***** 01/15 *****                           
    1,000  UNION CORP                     31 7/16        31,437.50
   41,000  UNION CORP                     31 1/2      1,291,500.00

      
			(Various Discretionary Accounts)
                       ***** 01/15 *****                           
      962  UNION CORP                     31 1/2         30,303.00
    2,208  UNION CORP                     31 1/2         69,552.00
    1,255  UNION CORP                     31 1/2         39,532.50  
      298  UNION CORP                     31 1/2          9,387.00 
    7,898  UNION CORP                     31 1/2        248,787.00
    1,379  UNION CORP                     31 1/2         43,438.50