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


                                FORM 8-K

                             Current Report
                               Pursuant to
                           Section 13 or 15(d) of
                     The Securities Exchange Act of 1934


       Date of Report (Date of Earliest Event Reported):  October 16, 1998



                          ALLMERICA FINANCIAL CORPORATION              
              (Exact name of Registrant as specified in its charter)



      Delaware                       1-13754                04-3263626
(State or other jurisdic-   Commission File Number)   (I.R.S. Employer I.D.
 tion of Incorporation)                                       Number)




               440 Lincoln Street, Worcester, Massachusetts 01653
                    (Address of Principal Executive Offices)
                                   (Zip Code)  


                               (508) 855-1000
                   (Registrant's Telephone Number including area code)



                              Page 1 of 5 pages
                           Exhibit Index on page 4


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Item 5.  Other Events.

     On October 15, 1998, Allmerica Financial Corporation announced that 
third quarter operating earnings will be impacted by an estimated $0.25 
to $0.30 per share as a result of losses relating to increased frequency 
of catastrophes and lower investment income.  

Pretax catastrophe losses in the property and casualty segment in the 
third quarter totaled $28.7 million.  Catastrophe losses incurred by 
Hanover Insurance and Citizens Corporation, primary operating subsidiaries 
of Allmerica Financial Corporation, stemmed from six events totaling 
$10.1 million and two events totaling nearly $18.6 million, respectively.

Pretax net investment income includes a $11.7 million loss related to 
three limited partnerships that primarily engaged in fixed income 
arbitrage. In addition, the Company has incurred realized losses of 
$18.5 million related to reducing the carrying value of these assets. 

A copy of the press release is attached as Exhibit 99 and is incorporated 
by reference herein.

Item 7.  Financial Statements and Exhibits.

Exhibit 99        
          Press Release dated October 15, 1998, announcing  Allmerica 
          Financial Corporation, expects $0.25 to $0.30 per share 
          decrease in third quarter earnings as a result of losses.













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                                  SIGNATURES


	Pursuant to the requirements of the Securities and Exchange Act of 
1934, the registrant has duly caused this report to be signed on its 
behalf by the undersigned hereunto duly authorized.

                                        ALLMERICA FINANCIAL CORPORATION


                                          By:     /s/ Edward J. Parry III
                                                      Edward J. Parry III
                                            Vice President, Chief Financial
                                                 Officer, and Treasurer


Date:  October 16, 1998























                                   -3-














Exhibit Index

Exhibit 99     Press Release dated October 15, 1998, announcing  Allmerica 
               Financial Corporation, expects $0.25 to $0.30 per share 
               decrease in third quarter for operating earnings adverse
               items.

























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                               EXHIBIT 99

               ALLMERICA FINANCIAL AND CITIZENS CORPORATION ANNOUNCE
                   THIRD QUARTER OPERATING EARNINGS ADVERSE ITEMS

WORCESTER, Mass., October 15, 1998 - Allmerica Financial Corporation 
(NYSE:AFC) today said it expects third quarter operating earnings to 
be adversely impacted by $0.25 to $0.30 per share of unusual losses 
related to increased frequency of catastrophes and lower investment 
income.   The two unusual items are expected to result in 1998 third 
quarter operating earnings falling below both analysts' estimates and 
the $0.90 per share Allmerica Financial reported in the third quarter 
of 1997.  

John F. O'Brien, president and chief executive officer said, "While 
we continue to gain market share in the variable products business 
and we are making good progress on expense reductions in the Risk 
Management operation, we had unusual items in the quarter which 
impacted current earnings."

Pretax catastrophe losses in the property and casualty segment in 
the third quarter totaled $28.7 million.  Catastrophe losses stemmed 
from six events totaling $10.1 million at Hanover Insurance and two 
events totaling nearly $18.6 million at Citizens Corporation (NYSE:CZC.   
For Allmerica Financial's property and casualty operation in total, 
year-to-date pretax catastrophe losses stand at $82.6 million, more 
than double the average catastrophe experience for Allmerica 
Financial's property and casualty operation over the past five years.

Pretax net investment income includes a $11.7 million loss related to 
three limited partnerships that primarily engaged in fixed 
income arbitrage.  In addition to operating losses from these 
investments, Allmerica Financial has incurred realized losses 
of $18.5 million related to reducing the carrying value of 
these assets. 

Allmerica Financial Corporation is the holding company for a 
diversified group of insurance and financial services companies 
headquartered in Worcester, Mass.

                                 - 30 -

AF-34
10/15/1998


Contacts:          Investors:                       Media:
                   Jean Peters                  Mike Buckley
                  508)855-3599                 (508)855-3099

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