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): May 17, 2005


                         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
  tion of incorporation)                                     Identification No.)



               440 Lincoln Street, Worcester, Massachusetts 01653
               --------------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)


       Registrant's telephone number, including area code: (508) 855-1000



Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[  ] Written communications  pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR
     240.14a-12)

[  ] Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
     Exchange Act (17CFR 240.14d-2(b))

[  ] Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
     Exchange Act (17CFR 240.13e-4(c))






Item 1.01  Entry into a Material Definitive Agreement

On May 17,  2005,  the Board of Directors  of  Allmerica  Financial  Corporation
re-elected  Michael P.  Angelini  as its  non-executive  Chairman  of the Board.
Consistent  with the Board's past practice of paying an  additional  retainer to
the non-executive  Chairman of the Board, Mr. Angelini will receive a chairman's
retainer of $60,000,  subject to the  existing  compensation  deferral and stock
conversion rights of directors.






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SIGNATURES


Pursuant  to the  requirements  of the  Securities  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
                                       -------------------------------
                                       (Registrant)


Date: May 18, 2005               By:   /s/ Edward J. Parry III
                                       -----------------------------
                                       Edward J. Parry III
                                       Chief Financial Officer,
                                       Executive Vice President,
                                       Principal Accounting Officer and Director










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