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                       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): November 16, 1998
                                                        -----------------

                                   __________


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


          Delaware                    1-13754                 04-3263626
          --------                    -------                 ----------
(State or Other Jurisdiction  (Commission File Number)     (I.R.S. Employer
     of Incorporation)                                       I.D. 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 5

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Item 5. Other Events

     Allmerica Financial Corporation and Citizens Corporation announced on
November 16, 1998 that pursuant to an agreement between the Special Committee of
the Board of Directors of Citizens Corporation and Allmerica Financial
Corporation, the offer price in the outstanding Offer to Purchase by Allmerica
was increased and amended to $33.25 per share in cash. The Citizens Special
Committee has agreed to recommend that the Citizens stockholders accept the
revised offer price and tender their shares.

                                      -2-

 
Item 7.  Financial Statements and Exhibits

         Exhibit 99   Press release of Allmerica Financial and Citizens dated
                      November 16, 1998

                                      -3-

 
                                  SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, 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
                                        --------------------------------------
                                      Title: Vice President, Treasurer and
                                             Chief Financial Officer


Date:  November 16, 1998

                                      -4-

 
Exhibit Index                                                         Page
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Exhibit 99     Press release of Allmerica Financial and Citizens 
               dated November 16, 1998                                   6

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