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