8-A12B/A

                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                         FORM 8-A /A-No. 1

         FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
             PURSUANT TO SECTION 12(b) OR (g) OF THE 
                SECURITIES EXCHANGE ACT OF 1934

     
                        UNUM CORPORATION
      (Exact name of registrant as specified in its charter)


        Delaware                                    01-0405657
(State of Incorporation)                 (I.R.S. Employer Identification No.)


 2211 Congress Street, Portland, Maine                     04122
(Address of principal executive offices)                 (Zip Code)



    Securities to be registered pursuant to Section 12(b) of the Act:

      Title of each class                Name of exchange on which
      to be so registered              each class is to be registered

 Preferred Stock Purchase Rights    New York Stock Exchange, Inc.
                                    Pacific Stock Exchange Incorporated


     Securities to be registered pursuant to Section 12(g) of the Act:


                                 None
                           (Title of Class)

    	The undersigned registrant hereby amends the following items, 
financial statements, exhibits or other portions of its Registration of 
Certain Classes of Securities Pursuant to Section 12(b) of the Securities 
Exchange Act of 1934 on Form 8-A filed March 18, 1992, as set forth 
below:



    	Item 1.  Description of Securities to be Registered.

    	The following paragraph shall be added to Item 1:

    	On June 11, 1996, a Schedule 13G amendment was filed with the 
Securities and Exchange Commission indicating that the filer thereof 
(the "13G Filer") had acquired beneficial ownership of more than 10% 
of the outstanding shares of Common Stock.  On June 19, 1996, UNUM 
and the Rights Agent entered into a First Amendment, dated as of June 
19, 1996, (the "First Amendment"), to the Rights Agreement.  The First 
Amendment, which is attached hereto and is incorporated herein by 
reference, provides that if the Board of Directors of UNUM determines 
that any person who would otherwise be an Acquiring Person has 
become such inadvertently, then such person will not become an 
Acquiring Person if certain conditions are satisfied, including divestiture 
by the person of beneficial ownership of the shares of Common Stock 
that would have otherwise caused such person to become an Acquiring 
Person.  The Board of Directors of UNUM has determined that the 13G 
Filer, who would otherwise have become an Acquiring Person because 
of its acquisition of more than 10% if the outstanding shares of 
Common Stock, had become such inadvertently, and will not become an 
Acquiring Person if it reduces its beneficial ownership of Common 
Stock to less than 10% of the outstanding shares of Common Stock by 
September 12, 1996.


    	Item 2.	Exhibits.

    	The following exhibit shall be added to Item 2:

    	2.  First Amendment, dated as of June 19, 1996, to the Rights 
Agreement, filed as of March 18, 1992, between UNUM Corporation 
and First Chicago Trust Company of New York.





                              SIGNATURE

    	Pursuant to the requirements of Section 12 of the Securities 
Exchange Act of 1934, the registrant has duly caused this amended 
registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized.

         						UNUM Corporation
           						(Registrant)


Date: June 21, 1996		               By:_____________________
              					Name:  Kevin J. Tierney
              					Title: Senior Vice President

EX-1

                  FIRST AMENDMENT TO RIGHTS AGREEMENT


   		FIRST AMENDMENT, dated as of June 19, 1996, (this 
"Amendment"), to the Rights Agreement, dated as of March 13, 1992, 
(the "Rights Agreement"), between UNUM Corporation, a Delaware 
corporation (the "Company"), and First Chicago Trust Company of 
New York, a New York banking corporation (the "Rights Agent").

   		WHEREAS, the Company and the Rights Agent deem it 
desirable to amend the Rights Agreement in accordance with Section 27 
of the Rights Agreement;

   		NOW, THEREFORE, in consideration of the premises and 
mutual agreements set forth in the Rights Agreement and this 
Amendment, the parties hereby agree as follows:

   		1.  Section 1(a) of the Rights Agreement is amended to read 
in its entirety as follows:

     (a)  "Acquiring Person" shall mean any Person who or 
which, together with all Affiliates and Associates of such Person, shall 
be the Beneficial Owner of 10% or more of the shares of Common 
Stock then outstanding, but shall not include (i) the Company, (ii) any 
Subsidiary of the Company, (iii) any employee benefit plan of the 
Company or of any Subsidiary of the Company or (iv) any Person or 
entity organized, appointed or established by the Company for or 
pursuant to the terms of any such plan; provided, however, that a 
Person shall not become an Acquiring Person if such Person, together 
with its Affiliates and Associates, shall become the Beneficial Owner (as 
such term is hereinafter defined) of 10% or more of the shares of 
Common Stock then outstanding as a result of a reduction in the 
number of shares of Common Stock outstanding due to the repurchase 
of shares of Common Stock by the Company, unless and until such time 
as such Person shall purchase or otherwise become (as a result of 
actions taken by such Person or its Affiliates or Associates) the 
Beneficial Owner of additional shares of Common Stock constituting 
1% or more of the shares of Common Stock then outstanding.  
Notwithstanding the foregoing, if (i) the Board of Directors of the 
Company determines in its sole discretion (which determination shall be 
conclusive) that a Person who would otherwise be an "Acquiring 
Person," as defined pursuant to the foregoing provisions of this 
paragraph (a), has become such inadvertently, (ii) such determination is 
made prior to the Close of Business on the tenth day after the Stock 
Acquisition Date that would occur as a result of the Acquiring Person 
becoming such but for the provisions of this sentence and (iii) such 
Person reduces its Beneficial Ownership of shares of Common Stock to 
less than 10% of the shares of Common Stock then outstanding as 
promptly as practicable but in any event within 
30 days after the date of such determination (or such other number of 
days after the date of such determination as may be specified by the 
Board of Directors of the Company in such determination) and complies 
with any additional conditions imposed by the Board of Directors of the



Company as specified in such determination, then such Person shall not 
be deemed to be an "Acquiring Person" for any purpose of this 
Agreement and no "Stock Acquisition Date" shall be deemed to occur 
or have occurred by reason of such Person's original inadvertent 
acquisition of Beneficial Ownership of 10% or more of the shares of 
Common Stock then outstanding.



   		2.  The term "Agreement" as used in the Rights Agreement 
shall be deemed to refer to the Rights Agreement as amended hereby 
and the legend provided for in Section 3(c) of the Rights Agreement and 
the Form of Rights Certificates set forth in Exhibit B to the Rights 
Agreement shall be modified as appropriate to give effect to this 
Amendment.

		  3.  This Amendment shall be effective as of the date hereof 
and, except as set forth herein, the Rights Agreement shall remain in full 
force and effect and shall be otherwise unaffected hereby.

		  4.  This Amendment may be executed in two counterparts, 
each of which shall be deemed an original, but both of which together 
shall constitute one in the same instrument.

   	IN WITNESS WHEREOF, the parties hereto have caused this 
Amendment to be duly executed and their respective corporate seals to 
be hereunto affixed, all as of the day and year first above written.


                   					UNUM CORPORATION

Attest:

By     /s/ Kevin J. Tierney	        By      /s/ Robert W. Crispin
Name:  Kevin J. Tierney	            Name:   Robert W. Crispin 
Title: Secretary	                   Title:  Executive Vice President &
                                    Chief Financial Officer





                                    FIRST CHICAGO TRUST COMPANY OF NEW YORK
Attest:

By    /s/ John Piskadlo			          By     /s/ Charles D. Keryc
Name:	 John Piskadlo		              Name:	  Charles D. Keryc 
Title:	Assistant Vice President	    Title:  Vice President