<PAGE>
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-Q/A

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999
                                       OR
         [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                 FOR THE TRANSITION PERIOD FROM              TO

                         COMMISSION FILE NUMBER 1-9254


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

              DELAWARE                             01-0405657
(State or other jurisdiction
 of incorporation or organization)       (I.R.S. employer identification no.)

2211 CONGRESS STREET, PORTLAND, MAINE                04122
(Address of principal executive offices)           (Zip code)

      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (207) 770-2211


                                      NONE
  (Former name, former address, and former fiscal year, if changed since last
                                    report)

Indicate by check mark whether the registrant:
(1) has filed all reports required to be filed by Section 13 or 15(d) of the
    Securities Exchange Act of 1934 during the preceding 12 months
    (or for such shorter period that the registrant was required to file such
    reports), and
(2) has been subject to such filing requirements for the past 90 days.
   Yes  X     No
       ---       ---


               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.  Yes      No
                          ---      ---

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

           CLASS                           OUTSTANDING AT MARCH 31, 1999
COMMON STOCK, $0.10 PAR VALUE                       139,059,749 SHARES

<PAGE>

                            Amendment No. 1

The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Form 10-Q for the quarterly
period ended March 31, 1999:

Additional disclosures relating to the following "Notes to Consolidated
Financial Statements (Unaudited)" in Item 1 "Financial Statements" have been
provided:

  - the claim operations integration activities and the description of the
    discount rate used to calculate reserves in Note 2 "Reserves" and
  - the proposed merger with Provident Companies, Inc. in Note 9 "Proposed
    Merger with Provident and Pro Forma Combined Condensed Financial
    Statements."

Also, additional disclosures in the Disability Insurance segment section to
discuss the claim operations integration activities and additional financial
information in the chart preceding each segment discussion have been provided
in Item 2 "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

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


Date June 1, 1999                   /s/ ROBERT E. BROATCH
     ---------------------          -------------------------

                                    Robert E. Broatch
                                    Senior Vice President and
                                    Chief Financial Officer

<PAGE>
UNUM CORPORATION AND SUBSIDIARIES
FORM 10-Q/A

INDEX
                                                                     Page
Part I.  Financial Information

      Item 1.  Financial Statements

             Consolidated Statements of Income - Three Months Ended
               March 31, 1999, and 1998 (Unaudited)                      3

             Consolidated Balance Sheets as of March 31, 1999,
               (Unaudited) and December 31, 1998                         4

             Consolidated Statements of Cash Flows - Three Months
               Ended March 31, 1999, and 1998 (Unaudited)                5

             Consolidated Statements of Comprehensive Income (Loss) -
               Three Months Ended March 31, 1999, and 1998 (Unaudited)   6

             Notes to Consolidated Financial Statements (Unaudited)      7

             Independent Accountant's Review Report                     20

      Item 2.  Management's Discussion and Analysis of Financial
                Condition and Results of Operations                     21

Part II. Other Information

      Item 6.  Exhibits and Reports on Form 8-K                         31

Signatures                                                              32

<PAGE>
UNUM CORPORATION AND SUBSIDIARIES
FORM 10-Q/A
C O N S O L I D A T E D   S T A T E M E N T S   O F   I N C O M E

                                                          Three Months Ended
                                                               March 31,
                                                          ------------------
(Unaudited - Dollars in millions, except per common
   share data)                                             1999        1998
----------------------------------------------------------------------------
REVENUES
Premiums                                                $1,085.1    $  918.4
Investment income                                          172.8       163.3
Net realized investment gains                                3.2         3.1
Fees and other income                                       42.3        36.7
----------------------------------------------------------------------------
  Total revenues                                         1,303.4     1,121.5

BENEFITS AND EXPENSES
Benefits to policyholders                                  881.2       679.1
Interest credited                                           10.3        12.1
Salaries and related expenses                              142.0       134.1
Other operating expenses                                   138.2        87.3
Commissions                                                162.0       142.7
Increase in deferred policy acquisition costs              (95.6)      (79.9)
Interest expense                                            16.8        11.7
----------------------------------------------------------------------------
  Total benefits and expenses                            1,254.9       987.1
----------------------------------------------------------------------------
Income before income taxes                                  48.5       134.4

INCOME TAXES
Current                                                     (3.5)       12.5
Deferred                                                    36.5        28.4
----------------------------------------------------------------------------
  Total income taxes                                        33.0        40.9
----------------------------------------------------------------------------
NET INCOME                                              $   15.5    $   93.5
============================================================================
NET INCOME PER COMMON SHARE:
   Basic                                                $   0.11    $   0.68
   Diluted                                              $   0.11    $   0.66
============================================================================

Dividends declared per share                            $  0.295    $  0.290
============================================================================

See notes to consolidated financial statements.

<PAGE>
UNUM CORPORATION AND SUBSIDIARIES
FORM 10-Q/A
C O N S O L I D A T E D   B A L A N C E   S H E E T S

                                                  March 31, 1999  December 31,
(Dollars in millions)                               (Unaudited)          1998
-----------------------------------------------------------------------------
ASSETS
Investments
 Fixed maturities available for sale-at fair value
  (amortized cost: 1999-$7,563.6; 1998-$7,350.0)       $ 7,972.0    $ 7,896.9
 Equity securities available for sale-at fair value
  (cost: 1999-$18.9; 1998-$21.3)                            28.8         31.0
 Mortgage loans                                          1,273.3      1,303.4
 Real estate, net                                          140.0        250.6
 Policy loans                                              137.1        137.6
 Other long-term investments                                 2.1          2.0
 Short-term investments                                    271.6        216.2
-----------------------------------------------------------------------------
   Total investments                                     9,824.9      9,837.7
Cash                                                        77.0         80.5
Accrued investment income                                  154.4        167.4
Premiums due                                               636.4        518.1
Deferred policy acquisition costs                        1,357.3      1,266.0
Property and equipment, net                                238.8        237.9
Reinsurance receivables                                  1,806.5      1,770.0
Deposit assets                                             665.7        729.7
Other assets                                               584.9        540.3
Separate account assets                                     35.3         35.3
-----------------------------------------------------------------------------
   Total assets                                        $15,381.2    $15,182.9
=============================================================================

<PAGE>
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
 Future policy benefits                                $ 2,491.9    $ 2,360.2
 Unpaid claims and claim expenses                        6,958.0      6,841.2
 Other policyholder funds                                  871.6        875.4
 Income taxes
  Current                                                    5.9         47.3
  Deferred                                                 612.8        625.8
 Notes payable                                             961.1        881.8
 Other liabilities                                         777.8        778.2
 Separate account liabilities                               35.3         35.3
-----------------------------------------------------------------------------
   Total liabilities                                    12,714.4     12,445.2
Stockholders' equity
 Preferred stock (par value $0.10 per share, authorized
  10,000,000 shares, none issued)
 Common stock (par value $0.10 per share, authorized
  240,000,000 shares, issued 199,975,916 shares)            20.0         20.0
 Additional paid-in capital                              1,153.5      1,151.2
 Retained earnings                                       2,439.9      2,444.9
 Accumulated other comprehensive income:
  Unrealized gains, net                                    176.3        248.4
  Unrealized foreign currency translation adjustment       (25.7)       (19.4)
-----------------------------------------------------------------------------
  Total accumulated other comprehensive income             150.6        229.0
-----------------------------------------------------------------------------
                                                         3,764.0      3,845.1
 Less:
  Treasury stock, at cost (1999-60,916,167 shares;
   1998-61,266,501 shares)                               1,080.1      1,085.9
  Restricted stock deferred compensation                    17.1         21.5
-----------------------------------------------------------------------------
   Total stockholders' equity                            2,666.8      2,737.7
-----------------------------------------------------------------------------

   Total liabilities and stockholders' equity          $15,381.2    $15,182.9
=============================================================================

See notes to consolidated financial statements.

<PAGE>
UNUM CORPORATION AND SUBSIDIARIES
FORM 10-Q/A
C O N S O L I D A T E D   S T A T E M E N T S   O F   C A S H   F L O W S
                                                          Three Months Ended
                                                              March 31,
                                                          ------------------

(Unaudited - Dollars in millions)                           1999        1998
----------------------------------------------------------------------------
OPERATING ACTIVITIES:
Net income                                                  $  15.5   $ 93.5
Adjustments to reconcile net income to net cash provided
 by operating activities:
 Increase in future policy benefits and unpaid claims and
  claim expenses                                              374.9    263.9
 Increase in amounts receivable under reinsurance agreements  (38.2)   (51.0)
 Increase in premiums due                                    (118.8)  (110.3)
 Increase (decrease) in income tax liability                  (10.3)    38.5
 Increase in deferred policy acquisition costs                (92.4)   (80.1)
 Other                                                         52.0     25.9
----------------------------------------------------------------------------
   Net cash provided by operating activities                  182.7    180.4
----------------------------------------------------------------------------

INVESTING ACTIVITIES:
Maturities of fixed maturities available for sale             192.5    133.5
Sales of fixed maturities available for sale                  355.0    118.8
Sales and maturities of other investments                      57.7     28.3
Purchases of fixed maturities available for sale             (774.0)  (383.8)
Purchases of other investments                                (17.6)   (16.8)
Net increase in short-term investments                        (56.0)   (12.5)
Net additions to property and equipment                        (6.5)   (25.7)
----------------------------------------------------------------------------
   Net cash used in investing activities                     (248.9)  (158.2)
----------------------------------------------------------------------------

FINANCING ACTIVITIES:
Deposits and interest credited to investment contracts         35.5     39.4
Maturities and withdrawals from investment contracts          (37.5)   (72.1)
Dividends to stockholders                                     (20.5)   (19.7)
Treasury stock acquired                                         --     (36.7)
Proceeds from notes payable                                     --      49.7
Net increase in short-term debt                                79.0      5.8
Other                                                           6.8     10.7
----------------------------------------------------------------------------
   Net cash provided by (used in) financing activities         63.3    (22.9)
----------------------------------------------------------------------------

Effect of exchange rate changes on cash                        (0.6)    (0.1)
----------------------------------------------------------------------------

Net decrease in cash                                           (3.5)    (0.8)
Cash at beginning of year                                      80.5     56.8
----------------------------------------------------------------------------

Cash at end of period                                       $  77.0   $ 56.0
============================================================================

<PAGE>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid (received) during the period for:
 Income taxes                                               $ (10.5)  $(11.2)
 Interest                                                   $   7.5   $  7.7
============================================================================

See notes to consolidated financial statements.

<PAGE>
UNUM CORPORATION AND SUBSIDIARIES
FORM 10-Q/A
C O N S O L I D A T E D   S T A T E M E N T S   O F   C O M P R E H E N S I V E
  I N C O M E  (L O S S)

                                                            Three Months Ended
                                                                March 31,
                                                             ----------------
(Unaudited - Dollars in millions)                            1999        1998
-----------------------------------------------------------------------------
Net income                                                 $  15.5    $  93.5

Other comprehensive loss:

 Unrealized holding losses arising during the period, net    (69.9)     (16.2)
 Reclassification adjustment for realized gains included
  in net income, net                                          (2.2)      (1.8)
-----------------------------------------------------------------------------
 Changes in unrealized losses, net                           (72.1)     (18.0)

 Foreign currency translation adjustments                     (6.3)       3.8
-----------------------------------------------------------------------------
   Total other comprehensive loss                            (78.4)     (14.2)
-----------------------------------------------------------------------------
Comprehensive income (loss)                                $ (62.9)   $  79.3
=============================================================================

Supplemental disclosures of comprehensive income (loss) information:

 Tax benefit related to unrealized holding losses          $  40.1    $   8.4
 Tax expense related to reclassification adjustment
  for realized gains                                       $  (1.2)   $  (1.0)
=============================================================================

See notes to consolidated financial statements.

<PAGE>
UNUM Corporation and Subsidiaries
Form 10-Q/A
Notes to Consolidated Financial Statements (Unaudited)
March 31, 1999

NOTE 1.  BASIS OF PRESENTATION
------------------------------

The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the requirements of Form 10-Q.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period.  Actual results could differ from
those estimates.  In the opinion of management, all adjustments, consisting
of normal recurring accruals, considered necessary for a fair presentation
have been included in the financial statements.  Interim results for the
three month period ended March 31, 1999, are not necessarily indicative of
the results that may be expected for the year ending December 31, 1999.
This report should be read in conjunction with the 1998 Form 10-K (as amended)
of UNUM Corporation and subsidiaries ("UNUM").

NOTE 2.  RESERVES
-----------------

Claim Operations Integration Activites

As noted in Note 4 "Reserves" in UNUM's Form 10-K (as amended), it is UNUM's
policy to estimate the ultimate cost of settling claims in each reporting
period based upon the information available to management at the time.  Actual
claim resolution results are monitored and compared to those anticipated in
claim reserve assumptions.  Claim resolution rate assumptions are based on
UNUM's experience as well as company actions, which would have a material
impact on claim resolutions.  Company actions for which plans have been
established and committed to by management are factors, which would modify past
experience in establishing claims reserves.  Adjustments to the reserve
assumptions will be made if expectations change.

During the fourth quarter of 1998, UNUM recorded a $59.4 million increase in the
reserve for group and individual disability claims incurred as of December 31,
1998.  Incurred claims included claims known as of that date and an estimate of
those claims that had been incurred but not yet reported.  Claims that had been
incurred but were not yet reported are considered liabilities of UNUM.  These
claims are expected to be reported during 1999 and will be affected by the
claim operations integration activities.  The $59.4 million claim reserve
increase represents the estimated value of cash payments to be made to these
claimants as a result of the claim operations integration activities.
The cash payments will be paid over the life of the claims which is expected to
average approximately six years.  Management believed the reserve adjustment
was required based upon the integration plan it had in place and to which it had
committed, and based upon its ability to develop a reasonable estimate of the
financial impact of the expected disruption to the claims management process.
According to the integration plan, the planning, training, and implementation of
the new claims management processes are expected to be substantially completed
by the end of 1999.

Claims management is an integral part of the disability operations.  Disruptions
in that process can create material, short-term increases in claim costs.  The
proposed merger of UNUM and Provident is expected to have a near term adverse
impact on the efficiency and effectiveness of UNUM's claims management
function resulting in some delay in claim resolutions and additional claim
payments to policyholders.  Claim personnel will be distracted from normal
claim management activities as a result of planning and implementing the
integration of the two companies' claims organizations.  In addition, employee
turnover and additional training will further reduce resources and productivity.
An important part of the claims management process is assisting disabled
policyholders with rehabilitation efforts.  This complex activity is important
to the policyholders because it can assist them in returning to productive
work and lifestyles more quickly, and it is important to UNUM because it
shortens the duration of claim payments and thereby reduces the ultimate cost
of settling claims.

Immediately following the announcement of the merger and continuing into
December of 1998, senior management of UNUM and Provident worked to develop the
strategic direction of the UNUMProvident claims organization.  As part of the
strategic direction, senior management committed claims management personnel
to be involved developing the detailed integration plans and implementing the
plans during 1999.  For the first six months of 1999, the plan anticipated that
80 claims managers and benefits specialists will be involved up to 30% of their
time developing the detailed integration plans.  Once the merger is consummated,
which was expected to be June 30, 1999, all claims personnel are expected to be
involved in the process of implementing the new work processes and will require
training.  The implementation and training effort was estimated to require one
month of productive time from each of the claims staff between June 30, 1999 and
December 31, 1999.  Management believes that the anticipated twelve month
period is adequate to execute the integration plan.  Knowing that those involved
in the claim operations integration activities would not be available full time
to perform their normal claims management functions, management deemed it
necessary to anticipate this effect on the claim reserves at December 31, 1998.

The reserving process begins with the assumptions indicated by past experience
and modifies these assumptions for current trends and other known factors.  UNUM
anticipated the merger related developments discussed above would generate a
significant change in claims department productivity, reducing claim resolution
rates, a key assumption when establishing reserves.  Management developed
actions to mitigate the impact of the merger on claims department productivity
including the hiring of additional claim staff and restricting early retirement
elections by claims personnel.  Where feasible, management also planned to
obtain additional claims management resources through outsourcing.  All such
costs will be expensed in the period incurred and management does not expect
these additional costs to be material in relation to results of operations.
Management reviewed its integration plans and the actions intended to mitigate
the impact of the integration with claim managers to determine the extent of
disruption in normal activities.  Considering all of the above, the revised
claim resolution rates, as a percentage of the original assumptions (i.e.,
excluding the effect of the claim operations integration activities), were 90%
for the first and second quarters of 1999, 81% for the third quarter, and 85%
for the fourth quarter of 1999.  The revised claim resolution rates for the
third and fourth quarters are lower than the first and second quarters because
all claims staff are expected to be involved in the implementation and training
efforts.  The integration activities as indicated in the action plans were
expected to be completed by December 31, 1999.  In order to evaluate the
financial effect of merger-related integration activities, UNUM projected the
ultimate costs of settling all claims incurred as of December 31, 1998 using the
revised claim resolution rates.  This projection was compared to the projection
excluding the adjustment to the claim resolution rates to obtain the amount of
the charge.  UNUM reviewed its estimates of the financial impact of the claims
operations integration activities with its actuaries and independent auditors.

Claim reserves at December 31, 1998 include $59.4 million as the estimated value
of projected additional claim payments resulting from these claims operations
integration activities.  This reserve increase was reflected as a $49.0 million
increase in benefits to policyholders and a $10.4 million reduction in fee
income in the Disability Insurance segment.  The reduction in fee income
represents increased reserves for the United States non-cancellable individual
disability business that is reinsured with Centre Life Reinsurance Limited
("Centre Re").  See Note 6 "Reinsurance" in UNUM's Form 10-K (as amended) for
further information on the reinsurance transaction.  The effect of lower claims
resolutions is expected to emerge quarterly in the amount of $14.1 million for
each of the first two quarters of 1999, $18.0 million in the third quarter,
and $13.2 million in the fourth quarter of 1999.  If claims resolutions emerge
as expected, there will be no impact to income from operations during 1999.
Any variance from the assumptions noted above will be reflected in income in
the current period.  The adverse impact of the claim operations integation
activities on resolution rates is not expected to continue beyond 1999.  UNUM
will report in its subsequent filings and will discuss within the Disability
Insurance segment section of management's discussion and analysis, the status of
the claim operations integration activities, the impact of these activites and
any material variances from the revised estimate of claim resolution rates.  As
part of the periodic review of claim reserves, management will review the status
and execution of the claim operations integration plan with the claims
management on a quarterly basis.  The review will consider claim operations
integration activities planned for future periods and evaluate whether the
future planned activities will result in claim resolution rates consistent with
those considered in the reserve established at December 31, 1998. The claim
reserves may require further increases or decreases as facts concerning the
merger and its effect on benefits to policyholders emerges.  Among the factors
that could affect the reserve assumptions is the possible delay in the
consummation of the merger, thus delaying implementation of integration of
the companies' claim management operations.  Other factors include the level
of employee turnover, timing and complexity of computer system conversions,
and the timing and level of training and integration activities of the claim
management staff relative to the original integration plan of UNUM.

During first quarter 1999, the claim operations integration activites progressed
as assumed.  At December 31, 1998, management assumed the revised claim
resolution rates for first quarter 1999 to be 90% of assumptions, excluding the
impact of the claim operations integration activities.  The actual experience
for the first quarter 1999 was 88% as compared with the 90% revised assumption,
and the $59.4 million additional 1998 claims reserve adjustment was reduced by
$14.1 million.  First quarter 1999 pretax operating income was negatively
impacted by $3.1 million representing the difference between the $14.1 million
effect anticipated in the $59.4 million additional claims reserve adjustment
and the effect of lower claim resolutions experienced during first quarter 1999.
The liability remaining for claim operations integration activities at March 31,
1999, was $45.3 million.  Management expects the remaining claim operations
integration activities to impact claim reserves as anticipated at December 31,
1998, and its estimate of the reserve required for the remainder of 1999 is
unchanged from its original estimate made at year end 1998.  Management will
continue to evaluate the impacts of the proposed merger with Provident on
disability claims experience and the assumptions related to expected disability
claims duration.

NOTE 3.  STOCKHOLDERS' EQUITY
-----------------------------

Dividends

UNUM's Board of Directors declared a fourteen and three quarters cents per
share cash dividend on January 5, 1999, which was paid February 19, 1999.
On March 12, 1999, UNUM's Board of Directors declared a fourteen and three
quarters cents per share cash dividend.  The dividend is payable on May 21,
1999, to common stockholders of record at the close of business on April
26, 1999.

Earnings Per Share

The number of shares used to calculate earnings per share ("EPS") was as
follows:
                                                           Three Months Ended
                                                                March 31,
                                                           ------------------
(Shares in thousands)                                      1999          1998
-----------------------------------------------------------------------------
Weighted average shares outstanding for basic EPS       138,900       138,113

Effect of dilutive securities                             2,843         3,250
-----------------------------------------------------------------------------

Weighted average shares outstanding for diluted EPS     141,743       141,363
=============================================================================

The following number of outstanding options to purchase shares were
excluded from the diluted weighted average share calculation as the options'
exercise prices were greater than the average market price.

                                                           Three Months Ended
                                                                March 31,
                                                           ------------------
(Options in thousands)                                     1999          1998
-----------------------------------------------------------------------------
Antidilutive options outstanding                            180         1,649
=============================================================================

<PAGE>
NOTE 4.  LITIGATION
-------------------

In the normal course of its business operations, UNUM is involved in
litigation from time to time with claimants, beneficiaries and others, and
a number of lawsuits were pending at March 31, 1999.  In some instances,
these proceedings include claims for punitive damages and similar types of
relief in unspecified or substantial amounts, in addition to amounts for
alleged contractual liability or other compensatory damages.  In the
opinion of management, the ultimate liability, if any, arising from this
litigation is not expected to have a material adverse effect on the
consolidated financial position or the consolidated operating results of
UNUM.

NOTE 5.  NOTES PAYABLE
----------------------

On December 4, 1997, UNUM borrowed [British pound] 100 million ($168.3 million)
through a private placement with an investor in the United Kingdom.  Under
the terms of the agreement, the investor exercised its right to redeem the
private placement on April 13, 1999, at par value.  UNUM issued commercial
paper to meet its immediate needs and is currently evaluating various
financing alternatives to replace this financing.

NOTE 6.  REINSURANCE BUSINESSES
-------------------------------

During first quarter 1999, UNUM recognized a pretax charge relating to
reinsurance businesses of $101.1 million.  The charge consisted of three
components:

                                                     UNUM's Risk Participation
                                                  -----------------------------
Components           Total Pretax     Management          D&H           UNUM
(in millions)          Charge          Company        Underwriters     America
-------------------------------------------------------------------------------
Lloyd's of London      $ 45.5            $ 1.5            $44.0         $ --
Reinsurance facilities   28.6              --               --           28.6
Goodwill impairment      27.0             27.0              --            --
-------------------------------------------------------------------------------
  Total                $101.1            $28.5            $44.0         $28.6
===============================================================================

Lloyd's of London Estimated Losses - UNUM follows the periodic method of
accounting for its Lloyd's of London ("Lloyd's") syndicate participation, which
requires the premiums be recognized as revenue over the policy term, and
claims, including the estimate of claims incurred but not reported, to be
recognized as incurred.  During the first quarter of 1999, UNUM received more
information about the Lloyd's market from various sources, including managing
agents/underwriters syndicate reports and published information from Moody's
Investors Service.  The information received indicated significant deterioration
in the loss experience of open years of account primarily related to significant
losses in certain syndicates (space and aviation, accident & health and other
non-marine classes of business) and continued pressure on the pricing of
insurance coverage provided by the Lloyd's market.  In addition, UNUM discussed
projected results of the Lloyd's market with the underwriters of the syndicates
that UNUM manages through a subsidiary, which also indicated expected future
deterioration of the open years of account.  Using this information and recent
experience with prior revisions of estimated losses in this business, UNUM
performed a review of its claim reserve liabilities related to its open years
of account.  The review of estimates related to open years of account was
performed based on UNUM's policy of periodically reviewing these estimates as
information is received from the Lloyd's syndicates.  The review resulted in
revised best etimates of the expected ultimate profit (loss) for each open
year of account, which were significantly below the levels estimated in 1998.
The resulting charge to earnings in the amount of $44.0 million was reflected
in income currently for the open years of account 1996 through 1999.  In
addition to the risk participation charge, UNUM recorded a charge of $1.5
million, which represented the reduction of previously recognized profit
commissions related to the Lloyd's management company operations.

Reinsurance facility losses - As a result of the review performed on the
Lloyd's syndicates discussed above and other third party publicized
reinsurance exposures, UNUM undertook a periodic review of certain other
reinsurance facilities related to new information regarding the ultimate
cost of settling claims.  The reinsurance pool business consists of more than
20 different pool facilities, the majority of which are managed by UNUM's
Duncanson & Holt, Inc. affiliate and a few which are managed by third parties.
UNUM's policy is to periodically review reserve assumptions that support the
determination of the ultimate cost of settling claims for certain reinsurance
pools.  During first quarter 1999, UNUM reviewed the actuarial assumptions used
to set reserves for certain reinsurance facilities based on the most current
information available from the reinsurance pool managers.  UNUM also received
new information pertaining to a reinsurance pool managed by a third party that
indicated a reserve increase was required.  UNUM relied primarily on the third
party pool manager judgement and recorded its portion of the reserve as
reflected in the reinsurance pool statement from the third party pool manager.
The new information received from the managed facilities and the third party
facility indicated deterioaton in loss experience, primarily related to a
longer duration of claims and increased incidence of new claims in certain
facilities.  The result of these reviews due to all the new information
referred to above, was an increase to claim reserves of $28.6 million, which
was recorded in first quarter 1999.  UNUM determined that the increase to
reserves was needed based on revised actuarial assumptions to reflect
current and expected trends in claims experience and expenses.

Goodwill impairment - When an event or change in circumstance occurs that
may indicate the recoverability of an asset should be assessed for impairment,
UNUM performs a recoverability test using the appropriate model (held for use
or held for sale) to determine if an impairment has occurred.

Following the poor results of the reinsurance businesses in the first
quarter of 1999, UNUM updated the goodwill recoverability test using the most
current results and forecasts.  The goodwill recoverability test used the
held for use model that compares the undiscounted cash flows of these
businesses to determine whether those cash flows can recover the unamortized
goodwill.  After factoring in the first quarter results and current revised
forecasts due to recent poor performance for these businesses, future
undiscounted cash flows were insufficient to recover the entire goodwill
amount, indicating that the goodwill was impaired.  Goodwill recoverability
testing of these businesses performed prior to March 31, 1999, had indicated
that the goodwill was not impaired.

As a result of the impairment, UNUM calculated the estimated fair value of
these businesses.  In estimating the fair value, two valuation techniques were
utilized, a discounted free cash flow model and a multiple of earnings model.
UNUM believes that these valuation techniques are appropriate for this type of
business as these techniques are what UNUM would use in evaluating a potential
acquisition of this type of business.  The results of the two valuation
techniques created a range of fair values from $47 million to $64 million.
UNUM evaluated the range of values produced by the valuation techniques
and using internal management judgement of the potential liquidation value,
UNUM determined its best estimate of fair value of its investment to be the
midpoint of the range, or $55 million.  The estimated fair value of $55
million was compared against $82 million of book value for the investment,
resulting in a write-down of goodwill in the amount of $27 million.

On April 22, 1999, UNUM decided to sell the reinsurance management operations.
In future periods, management will evaluate the fair value of the reinsurance
management operations using the held for sale model, which compares the
carrying value of the asset with the fair value less costs to sell the asset.
The March 31, 1999 goodwill impairment of $27 million does not yet reflect
the estimated costs to sell the asset.  It is currently estimated that the
costs to sell the reinsurance management operations will be between $2 million
and $3 million.  This cost will be reflected in the June 30, 1999 impairment
analysis and may result in an additional writedown at that time.

The impact of the charge to UNUM in first quarter 1999 was a $72.6 million
increase in benefits to policyholders, of which $56.1 million was reflected
in the Special Risk Insurance segment and $16.5 million was reflected in
the Disability Insurance segment, a $27.0 million increase in other
operating expenses and a $1.5 million reduction in fee income reflected in
the Special Risk Insurance segment.  On an after-tax basis the charge
reduced net income by $88.0 million for first quarter 1999.  A portion of
these losses does not receive a tax benefit, which unfavorably impacted UNUM's
effective tax rate in first quarter 1999.

NOTE 7.  ACCOUNTING PRONOUNCEMENT ADOPTED
-----------------------------------------

Effective January 1, 1999, UNUM adopted Statement of Position ("SOP") 97-3,
"Accounting by Insurance and Other Enterprises for Insurance-Related
Assessments," which provided guidance on accounting for the recognition
and measurement of liabilities for guaranty funds and other insurance-
related assessments.  The adoption of SOP 97-3 did not have a material
effect on UNUM's results of operations or financial position.

<PAGE>
NOTE 8.  SEGMENT INFORMATION
----------------------------

Summarized financial information for the four reportable operating segments
and Corporate is as follows:

                                                          Three Months Ended
                                                              March 31,
                                                          ------------------

(Dollars in millions)                                       1999        1998
----------------------------------------------------------------------------
PREMIUMS
Disability Insurance                                   $   603.2   $   506.7
Special Risk Insurance                                     340.5       273.2
Colonial Products                                          140.7       137.5
Retirement Products                                          0.7         1.0
----------------------------------------------------------------------------
     Total premiums                                    $ 1,085.1   $   918.4
============================================================================
PRETAX OPERATING INCOME (LOSS)
Disability Insurance                                   $    97.8   $    84.9
Special Risk Insurance                                      39.5        36.1
Colonial Products                                           26.2        24.0
Retirement Products                                          0.3         0.5
Corporate                                                  (17.4)      (14.2)
----------------------------------------------------------------------------
     Total pretax operating income                         146.4       131.3
Taxes on pretax operating income                            45.0        39.9
----------------------------------------------------------------------------
     Operating income                                  $   101.4   $    91.4
============================================================================

The following is provided to reconcile certain financial information for the
reportable segment totals to consolidated totals and provide a description of
the reconciling items:
                                                          Three Months Ended
                                                              March 31,
                                                          ------------------
(Dollars in millions)                                       1999        1998
----------------------------------------------------------------------------
Income before income taxes:
  Total pretax operating income for reportable
    segments and Corporate                                $146.4      $131.3
  Realized investment gains (a)                              3.2         3.1
  Special item:
   Charge for reinsurance businesses (a)                  (101.1)        --
----------------------------------------------------------------------------
    Total consolidated income before income taxes         $ 48.5      $134.4
============================================================================

(a) Management's evaluation of segment performance excludes realized investment
    gains (losses) and special items.  See Note 6 "Reinsurance Businesses" for a
    description of the first quarter 1999 special item.

<PAGE>
NOTE 9.  PROPOSED MERGER WITH PROVIDENT AND PRO FORMA COMBINED CONDENSED
         FINANCIAL STATEMENTS
------------------------------------------------------------------------

On November 22, 1998, UNUM entered into an agreement with Provident Companies,
Inc. ("Provident"), pursuant to which UNUM and Provident will merge under the
name UNUMProvident Corporation ("UNUMProvident").  Under the merger agreement,
each outstanding share of Provident common stock will be reclassified and
converted into 0.73 of a share of UNUMProvident common stock and each
outstanding share of UNUM common stock will be converted into one share of
UNUMProvident common stock.  The merger will be accounted for as a pooling of
interests.  The merger is subject to regulatory and UNUM stockholder and
Provident stockholder approval.

The following unaudited pro forma combined condensed financial statements and
explanatory notes are presented to show the impact on the historical financial
positions and results of operations of UNUM and Provident of the planned merger
under the pooling of interests method of accounting.  The unaudited pro forma
combined condensed financial statements combine the historical financial
information of UNUM and Provident as of March 31, 1999, and for the three-
month periods ended March 31, 1999 and 1998, respectively, as well as for the
three years ended December 31, 1998, 1997 and 1996, respectively.  The unaudited
pro forma combined condensed statements of income give effect to the merger as
if it had been completed at the beginning of the earliest period presented.  The
unaudited pro forma combined condensed balance sheet assumes the merger was
completed on March 31, 1999.

The unaudited pro forma combined condensed financial statements as of March 31,
1999, and for the three-month periods ended March 31, 1999 and March 31, 1998,
are based on and derived from, and should be read in conjunction with the UNUM
and Provident historical consolidated financial statements and related notes.

On the date the merger is completed UNUMProvident will record an expense
related to the merger of approximately $139.0 million ($109.0 million net of
income taxes).  The estimated expenses related to the merger include amounts
for severance and related costs, exit costs for duplicative facilities and
asset abandonments, and investment banking, legal and accounting fees.  In
addition, Provident will record an expense related to the early retirement
offer on the date the merger is consummated of approximately $19.0 million
($13.0 million net of income taxes).  The early retirement offer to Provident's
employees is subject to acceptance by the employees and the closing of the
merger.  Generally accepted accounting principles ("GAAP") requires both
contingencies to be met before the charge is recognized.  UNUM will record an
expense related to the early retirement offer of approximately $75.0 million
($53.0 million net of income taxes).  The UNUM early retirement offer to
employees is not contingent upon the closing of the merger; therefore, under
GAAP, the charge will be recorded as soon as the employees accept the offer.
The employees have until June 17, 1999 to accept the offer or the offer will
expire.

The estimated expenses related to the merger and the early retirement offers to
employees have not been reflected in the unaudited pro forma combined condensed
balance sheet or statements of income and related per share calculations.  The
estimated expenses related to the merger and to the early retirement offers
to employees increased $23.0 million from the $210.0 million estimate previously
reported in UNUM's Form 10-K (as amended).  The increase was primarily a result
of revised estimates for the number of employees accepting the early retirement
offer, which is more costly than the severance plan, and exit activities
related to duplicative facilities and asset abandonments.  The estimated
expenses represent management's best estimates based on available information at
this time.  Actual charges will differ from these estimates.

The unaudited pro forma combined condensed financial statements are presented
for comparative purposes only and are not necessarily indicative of the results
of operations that would have been realized had the merger been completed during
the periods or as of the date for which the pro forma financial statements are
presented, nor are they necessarily indicative of the results of operations in
future periods or the future financial position of UNUMProvident.

<PAGE>
UNUM/PROVIDENT UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED STATEMENTS OF
                                   INCOME (a)

                                                           Three Months Ended
                                                                March 31,
                                                           ------------------
(Dollars in millions, except per common share data)        1999          1998
-----------------------------------------------------------------------------
REVENUES
Premium income                                         $1,704.2      $1,505.6
Net investment income                                     499.6         525.1
Net realized investment gains                               7.2           9.3
Other income                                               80.8          75.1
-----------------------------------------------------------------------------
  Total revenues                                        2,291.8       2,115.1

BENEFITS AND EXPENSES
Policyholder benefits                                   1,524.8       1,326.8
Commissions                                               242.5         233.4
Operating expenses                                        403.7         364.2
Increase in deferred policy acquisition costs            (118.0)       (100.8)
Amortization of value of business acquired and goodwill    42.7          16.9
Interest and debt expense                                  32.9          27.3
-----------------------------------------------------------------------------
  Total benefits and expenses                           2,128.6       1,867.8
-----------------------------------------------------------------------------
Income before income taxes                                163.2         247.3
Income taxes                                               73.9          82.7
-----------------------------------------------------------------------------
  Net income                                               89.3         164.6
Preferred stock dividends                                   --            1.9
-----------------------------------------------------------------------------
  NET INCOME AVAILABLE TO COMMON SHAREHOLDERS          $   89.3      $  162.7
=============================================================================

NET INCOME PER COMMON SHARE:
  Basic                                                $   0.38      $   0.69
  Diluted                                              $   0.37      $   0.67
=============================================================================

Average shares outstanding - basic (a)                    237.8         236.6
Average shares outstanding - diluted (a)                  242.3         242.6
=============================================================================

UNUM/PROVIDENT UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED STATEMENTS OF
                                   INCOME (a)

                                                        Year Ended December 31,
                                                     ---------------------------
(Dollars and shares in millions, except per
 common share data)                                 1998       1997       1996
--------------------------------------------------------------------------------
REVENUES
Premium income                                   $6,189.1   $5,317.4   $4,327.2
Net investment income                             2,035.4    2,015.7    1,893.4
Net realized investment gains                        55.0       11.5       (5.2)
Other income                                        299.9      357.0      148.2
--------------------------------------------------------------------------------
  Total revenues                                  8,579.4    7,701.6    6,363.6

BENEFITS AND EXPENSES
Policyholder benefits                             5,509.8    4,880.4    4,204.0
Commissions                                         826.5      716.2      555.2
Operating expenses                                 1,462.2    1,286.7    1,087.1
Increase in deferred policy acquisition costs      (325.8)    (236.0)    (116.7)
Amortization of value of business acquired
 and goodwill                                        66.6       52.7        7.7
Interest and debt expense                           119.9       84.9       58.5
--------------------------------------------------------------------------------
  Total benefits and expenses                     7,659.2    6,784.9    5,795.8
--------------------------------------------------------------------------------
Income before income taxes                          920.2      916.7      567.8
Income taxes                                        302.8      299.1      184.2
--------------------------------------------------------------------------------
  Net income                                        617.4      617.6      383.6
Preferred stock dividends                             1.9       12.7       12.7
--------------------------------------------------------------------------------
  NET INCOME AVAILABLE TO COMMON SHAREHOLDERS    $  615.5   $  604.9   $  370.9
================================================================================

NET INCOME PER COMMON SHARE:
  Basic                                          $   2.60   $   2.62   $   1.75
  Diluted                                        $   2.54   $   2.57   $   1.72
================================================================================

Average shares outstanding - basic (a)              237.0      230.7      212.4
Average shares outstanding - diluted (a)            242.3      235.8      215.3
================================================================================

(a) The above unaudited combined condensed pro forma consolidated statements of
    income reflect the combined results of the operations of UNUM and Provident
    for the periods presented.  No adjustments have been made to arrive at net
    income available to common shareholders.  The pro forma combined basic and
    diluted earnings per share for the respective periods presented are based
    on the combined weighted-average number of common and dilutive potential
    common shares and adjusted weighted-average shares of UNUM and Provident.
    The number of weighted-average common shares and adjusted weighted-average
    shares, including all dilutive potential common shares, reflect the
    reclassification of Provident common stock on a 0.73 to 1.0 basis and the
    conversation of each outstanding share of UNUM common stock into one share
    of UNUMProvident common stock in the merger.

<PAGE>
                 UNUM CORPORATION AND PROVIDENT COMPANIES, INC.
              UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
                               AS OF MARCH 31, 1999

                                                                  UNUM/Provident
                                    Historical         Pro Forma      Pro Forma
                                 UNUM    Provident    Adjustments     Combined
                                 ----    ---------    -----------     --------
(Dollars in millions)
--------------------------------------------------------------------------------
ASSETS
Invested assets              $ 9,824.9   $16,901.2      $  --         $26,726.1
Reinsurance receivables        1,806.5     3,057.4         --           4,863.9
All other assets               3,714.5     2,413.2         --           6,127.7
Separate account assets           35.3       388.2         --             423.5
--------------------------------------------------------------------------------
  Total assets               $15,381.2   $22,760.0      $  --         $38,141.2
================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Policy liabilities, accruals
 and unearned premiums       $ 9,449.9   $14,456.7      $ 230.0  (b)  $24,136.6
Other policyholders' funds       871.6     2,980.1         --           3,851.7
All other liabilities          2,357.6     1,411.5        (80.0) (b)    3,689.1
Separate account liabilities      35.3       388.2         --             423.5
--------------------------------------------------------------------------------
  Total liabilities           12,714.4    19,236.5        150.0        32,100.9
Company Obligated Mandatorily
 Redeemable
Preferred Securities of
 Subsidiary Trust Holding
Soley Junior Subordinated Debt
 Securities of the Company         --        300.0         --             300.0

Common stock                      20.0       135.9       (132.1) (c)       23.8
Additional paid-in capital     1,153.5       764.0       (948.0) (c)      969.5
Accumulated other
 comprehensive income            150.6       438.2         --             588.8
Retained earnings              2,439.9     1,894.6       (150.0) (b)    4,184.5
Treasury stock                (1,080.1)       (9.2)     1,080.1  (c)       (9.2)
Restricted stock deferred
 compensation                    (17.1)        --          --             (17.1)
--------------------------------------------------------------------------------
  Total stockholders' equity   2,666.8     3,223.5       (150.0)        5,740.3
--------------------------------------------------------------------------------
  Total liabilities and
   stockholders' equity      $15,381.2   $22,760.0      $  --         $38,141.2
================================================================================

(b) UNUM and Provident are in the process of reviewing their accounting policies
    and financial statement classifications and as a result of this review, it
    may be necessary to adjust the combined financial statements to conform
    to those accounting policies and classifications that are determined to be
    most appropriate.

    One aspect of this preliminary review has indicated that UNUM's process and
    assumptions used to calculate the discount rate for claim reserves of
    certain disability businesses differs from that used by Provident.  While
    UNUM and Provident's current methods for calculating the discount rate for
    disability claim reserves are in accordance with generally accepted
    accounting principles, both companies' management believe that the combined
    entity should have consistent discount rate accounting policies and methods
    for applying these policies for similar products.  Anticipated in the merger
    was the combination of the investment functions of UNUM and Provident.
    UNUMProvident's investment function will be managed by Provident's personnel
    and the current investment strategies of Provident will be utilized by the
    combined entity.  The current UNUM methodology uses the same investment
    strategy for assets backing both liabilities and surplus.  The Provident
    methodology allows for different investment strategies for assets backing
    surplus than those backing product liabilities which management has
    determined to be the most appropriate approach for the combined entity.
    Accordingly, UNUM will adopt Provident's method of calculating the discount
    rate for claim reserves.

    UNUM estimated the impact of this change in method on the estimate of
    unpaid claims reserves and will record a pretax charge effective with the
    merger of approximately $230 million ($150.0 million after-tax).  This
    estimated merger related adjustment has not been reflected in the unaudited
    pro forma combined condensed statements of income and related per share
    calculations.  This estimate, which will be reported in operating earnings,
    was based on a projection of UNUM's investment portfolio and claim
    liabilities as of June 30, 1999, the expected completion date of the merger.
    For the discount rates affected by the change in methodology, the current
    interest rates used to discount claim reserves, and the projected interest
    rates using the Provident method as of June 30, 1999, are as follows:

                                                  March 31,      Projected as of
                                                   1999          June 30, 1999
    ----------------------------------------------------------------------------
    Group long term disability (North America)     7.74%            6.65%
    Group long term disability and individual
      disability (United Kingdom)                  8.81%            7.74%
    Individual disability (North America)          7.37%            6.79%
    ----------------------------------------------------------------------------

    UNUM's unpaid claim reserves for these disability lines as of June 30,
    1999, were estimated to be $5,376 million using the UNUM method for
    determining reserve discount rates, and $5,606 million using the Provident
    method.

(c) The pro forma adjustments to common stock, additional paid-in capital and
    treasury stock reflect the retirement of shares of UNUM common stock held
    in treasury, the reduction in par value of Provident common stock from one
    dollar to ten cents, and the reclassification of Provident common stock on a
    0.73 to 1.0 basis that results in 98.8 million shares issued to replace the
    135.4 million shares of Provident common stock held by Provident
    stockholders on March 31, 1999, and the issuance to UNUM stockholders of
    139.1 million shares of UNUMProvident common stock pursuant to the merger
    (calculated by multiplying the number of shares of UNUM common stock
    outstanding at March 31, 1999, of 139.1 million by the exchange ratio of 1.0
    to 1.0 representing the number of shares UNUM stockholders will receive for
    each share of UNUM common stock they own immediately prior to consummation
    of the merger).  The number of shares of UNUMProvident common stock that
    will be issued after completion of the merger will be based on the actual
    number of shares of UNUM common stock, and Provident common stock (after
    reclassification on a 0.73 to 1.0 basis) outstanding at the effective time
    of the merger.

<PAGE>
                     INDEPENDENT ACCOUNTANT'S REVIEW REPORT
                     --------------------------------------


To the Board of Directors and Stockholders
UNUM Corporation

We have reviewed the accompanying consolidated balance sheet of UNUM Corporation
and subsidiaries as of March 31, 1999, and the related consolidated statements
of income, comprehensive income and cash flows for the three-month periods ended
March 31, 1999 and 1998.  These financial statements are the responsibility of
the Company's management.

We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters.  It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of which
is the expression of an opinion regarding the financial statements taken as a
whole.  Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the consolidated financial statements referred to above for them to
be in conformity with generally accepted accounting principles.


/S/ PRICEWATERHOUSECOOPERS  LLP

Portland, Maine
April 27, 1999

<PAGE>
UNUM Corporation and Subsidiaries
Form 10-Q/A
March 31, 1999

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

FORWARD-LOOKING INFORMATION

The Private Securities Litigation Reform Act of 1995 ("the Act") provides a
"safe harbor" for forward-looking statements which are identified as such and
are accompanied by the identification of important factors which could cause a
material difference from the forward-looking statements.  UNUM claims the
protection afforded by the safe harbor in the Act.  Certain information
contained in this discussion, or in any other written or oral statements made by
UNUM, is or may be considered as forward-looking; for example, disclosures
regarding the "Year 2000 Date Conversion" and reserves discussed in the
Disability Insurance segment contain such information.  Forward-looking
statements are those not based on historical information, but rather, relate to
future operations, strategies, financial results or other developments, and
contain terms such as "may," "expects," "should," "believes," "anticipates,"
"intends," "estimates," "projects," "goals," "objectives" or similar
expressions.  Although UNUM has used appropriate care in developing forward-
looking statements, such statements are based upon estimates and assumptions
that are subject to significant risks, business, economic and competitive
uncertainties, and other factors, many of which are beyond UNUM's control or,
with respect to future business decisions, are subject to change.

Certain risks and uncertainties are inherent in UNUM's business.  Therefore,
UNUM cautions the reader that revenues and income could differ materially from
those expected to occur depending on factors which may be global or national in
scope, related to the insurance industry generally, or applicable to UNUM
specifically.  Such factors are general economic conditions including changes in
interest rates and the performance of financial markets, changes in domestic and
foreign laws, regulations and taxes, competition, industry consolidation,
competitor demutualization, credit risks and other factors.  Insurance reserve
liabilities can fluctuate as a result of changes in numerous factors, and such
fluctuations can have material positive or negative effects on earnings.  These
factors include, but are not limited to, interest rates, incidence rates and
recovery rates.  Incidence and recovery rates may be influenced by many factors,
including but not limited to, the emergence of new diseases, new trends and
developments in medical treatments, general economic and societal conditions of
the markets where UNUM has operations, and the effectiveness of risk management
programs.  UNUM disclaims any obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
developments or otherwise.

CONSOLIDATED OVERVIEW

Net income for the quarter ended March 31, 1999, was $15.5 million, as compared
with net income of $93.5 million for the same quarter in 1998.  Diluted earnings
per share were $0.11 for first quarter 1999 versus $0.66 in first quarter 1998.
Revenues for UNUM were $1,303.4 million for first quarter 1999 and $1,121.5
million for first quarter 1998.

A comparison of net income is impacted by the inclusion of realized investment
gains (losses) and a special item that occurred in first quarter 1999.  This
management's discussion and analysis focuses on results on a pretax operating
income basis, which is defined as income (loss) before income taxes exclusive of
realized investment gains (losses) and special items.  Realized investment gains
(losses) are excluded from this discussion as management believes the volatility
in gains and losses associated with the selling of invested assets in the
financial markets is not representative of ongoing operations.  Special items
are excluded from this discussion as management considers them as being not
representative of our ongoing operations and believes a discussion of the
results on a pretax operating income basis provides a better understanding of
the results of ongoing operations.  While management believes that pretax
operating income provides relevant and useful information, it does not replace
income before income taxes and net income calculated in accordance with
generally accepted accounting principles as a measure of UNUM's profitability.
Therefore, this discussion should be read in conjunction with the Consolidated
Financial Statements (Unaudited) and Notes to Consolidated Financial Statements
(Unaudited) included elsewhere in the Form 10-Q (as amended) and the 1998 Form
10-K (as amended) of UNUM Corporation and subsidiaries ("UNUM").

The following table summarizes pretax operating income (loss) for the four
operating segments and Corporate for the three months ended March 31, 1999, and
1998, and is followed by a discussion of the first quarter 1999 special item and
a reconciliation of income (loss) before income taxes to pretax operating income
(loss).
                                                         Three Months Ended
                                                            March 31,
                                                     -------------------------

(Dollars in millions)                               1999       1998       Change
--------------------------------------------------------------------------------

SUMMARY OF PRETAX OPERATING INCOME (LOSS)
   Disability Insurance Segment                   $ 97.8     $ 84.9        15.2%
   Special Risk Insurance Segment                   39.5       36.1         9.4
   Colonial Products Segment                        26.2       24.0         9.2
   Retirement Products Segment                       0.3        0.5       (40.0)
   Corporate                                       (17.4)     (14.2)       22.5
--------------------------------------------------------------------------------
   Total pretax operating income                  $146.4     $131.3        11.5%
================================================================================

UNUM reported increased pretax operating income for the three months ended March
31, 1999, as compared with the same period in 1998.  The increase was primarily
attributable to improvements in pretax operating income for the Disability
Insurance and Special Risk Insurance segments.  Premium growth driven by strong
sales, was the primary contributor for both segments' improved first quarter
operating results, as compared with one year ago.  See the segment discussions
that follow for a more detailed analysis of operating results.

<PAGE>
SPECIAL ITEM IN FIRST QUARTER 1999
----------------------------------

During first quarter 1999, UNUM recognized a pretax charge relating to its
reinsurance businesses of $101.1 million.  The charge includes $45.5 million
related to the Lloyd's of London managed and non-managed syndicates.
Included in the $45.5 million is $44.0 million related to UNUM's risk
participation in various Lloyd's of London syndicates, which primarily
consists of the recognition of estimated losses for all open syndicate years.
The remaining $1.5 million represents a reduction of profit commissions related
to the reinsurance management company operations. The charge also includes a
reserve increase of $28.6 million for expected ultimate losses in certain
reinsurance pools in which UNUM participates and a $27.0 million write-down
to recognize goodwill impairment on UNUM's reinsurance management company.
Based upon the poor results to date and revisions to future expected earnings
from these businesses, UNUM determined that the goodwill associated with the
reinsurance management company was not recoverable when measured using the
estimated future undiscounted cash flows.  The impairment represents the
difference between the carrying value of the reinsurance management company
and the estimated fair value using both an earnings valuation model and a
discounted free cash flow valuation model.  A portion of these losses does
not receive a tax benefit, which unfavorably impacted UNUM's effective tax
rate in first quarter 1999.

The impact of the charge to UNUM in first quarter 1999 was a $72.6 million
increase in benefits to policyholders, of which $56.1 million was reflected in
the Special Risk Insurance segment and $16.5 million was reflected in the
Disability Insurance segment, a $27.0 million increase in other operating
expenses and a $1.5 million reduction in fee income reflected in the Special
Risk Insurance segment.

RECONCILIATION OF INCOME (LOSS) BEFORE INCOME TAXES TO PRETAX OPERATING INCOME
(LOSS)
------------------------------------------------------------------------------
<TABLE>
The following table reconciles income (loss) before income taxes to pretax
operating income (loss) for the four operating segments and Corporate for the
three months ended March 31, 1999, and 1998:

                           Disability Special Risk   Colonial   Retirement            Consolidated
(Dollars in millions)      Insurance  Insurance      Products   Products   Corporate      UNUM
---------------------------------------------------------------------------------------------------
<S>                            <C>         <C>            <C>      <C>          <C>        <C>
Three Months Ended March 31, 1999:
----------------------------------
Income (loss) before
 income taxes                  $81.2       $(45.0)        $26.9     $ 2.8       $(17.4)    $ 48.5
Exclude realized
 investment (gains) losses       0.1         (0.1)         (0.7)     (2.5)         --        (3.2)
---------------------------------------------------------------------------------------------------
                                81.3        (45.1)         26.2       0.3        (17.4)      45.3
Special item:
  Charge for reinsurance
   businesses                   16.5         84.6           --        --           --       101.1
---------------------------------------------------------------------------------------------------
PRETAX OPERATING INCOME
 (LOSS)                        $97.8       $ 39.5         $26.2     $ 0.3       $(17.4)    $146.4
===================================================================================================

Three Months Ended March 31, 1998:
----------------------------------
Income (loss) before
 income taxes                  $88.1       $ 36.2         $24.4     $(0.1)      $(14.2)    $134.4
Exclude realized investment
 (gains) losses                 (3.2)        (0.1)         (0.4)      0.6          --        (3.1)
---------------------------------------------------------------------------------------------------
PRETAX OPERATING INCOME
 (LOSS)                        $84.9       $ 36.1         $24.0     $ 0.5       $(14.2)    $131.3
===================================================================================================
</TABLE>

PRETAX OPERATING INCOME (LOSS) BY SEGMENT
-----------------------------------------

The following sections discuss the results of the four operating segments and
Corporate for the three months ended March 31, 1999, and 1998.  Within these
operating segment discussions, reference is made to pretax operating income
(loss), which excludes realized investment gains (losses) and the special item
previously defined.  The summary financial information provided prior to each
segment discussion has been adjusted to exclude the impact of the special item
from the related income statement line items, consistent with the discussion of
results on a pretax operating income basis.

<PAGE>
UNUM Corporation and Subsidiaries
Form 10-Q/A
March 31, 1999

DISABILITY INSURANCE SEGMENT
                                                            Three Months Ended
                                                                 March 31,
                                                            ------------------
(Dollars in millions)                                       1999          1998
------------------------------------------------------------------------------
REVENUES
Premiums
  Group LTD                                               $392.7        $342.4
  Group STD                                                 82.0          63.0
  UNUM Limited                                              46.7          38.9
  Individual Products                                       41.2          29.4
  Other Disability Insurance                                40.6          33.0
------------------------------------------------------------------------------
  Total premiums (a)                                       603.2         506.7
Investment income                                          125.2         117.0
Fees and other income                                       16.6          12.9
------------------------------------------------------------------------------
   Total operating revenues                                745.0         636.6

BENEFITS AND EXPENSES
Benefits to policyholders                                  494.4         413.0
Operating expenses                                         137.3         119.2
Commissions                                                 58.6          49.2
Increase in deferred
  policy acquisition costs                                 (43.1)        (29.7)
------------------------------------------------------------------------------
  Total operating benefits and expenses                    647.2         551.7
------------------------------------------------------------------------------
Pretax operating income (b)                                 97.8          84.9

Special items (c)                                          (16.5)          --
Realized gains (losses)                                     (0.1)          3.2
------------------------------------------------------------------------------
Income before income taxes (d)                            $ 81.2        $ 88.1
==============================================================================

SUPPLEMENTAL INFORMATION (e):

Sales (annualized new premiums)
  Group LTD                                               $ 65.2        $ 57.6
  Group STD                                               $ 27.6        $ 23.7
  UNUM Limited                                            $ 11.5        $  3.8
  Long Term Care                                          $ 11.5        $  4.7
  Lifelong Disability Protection                          $  3.7        $  2.3
Benefit ratio (% of premiums)                               82.0%         81.5%
Operating expense ratio
 (% of premiums)                                            22.8%         23.5%
==============================================================================

(a) One-time premiums, which are generated by claim block acquisitions, for the
    three months ended March 31, 1999, and 1998, were $21.0 million and $12.8
    million, respectively, for group long term disability ("group LTD").
    Management intends to pursue additional claim block acquisitions in the
    future.
(b) For the definition of pretax operating income see the Consolidated Overview.
(c) For a discussion of the first quarter 1999 special item see the caption
    "Special Item in First Quarter 1999" within the Consolidated Overview
    section.
(d) The Disability Insurance segment discussion of results is on a pretax
    operating income basis.  Management believes pretax operating income is a
    better representation of our ongoing operations.  While management believes
    pretax operating income provides relevant and useful information, it does
    not replace income before income taxes and net income calculated in
    accordance with generally accepted accounting principles as a measure of
    UNUM's profitability.  Therefore, this discussion should be read in
    conjunction with UNUM's Consolidated Financial Statements (Unaudited) and
    Notes to Consolidated Financial Statements (Unaudited) included elsewhere in
    the Form 10-Q (as amended) and the 1998 Form 10-K (as amended).
(e) Information relating to sales is presented as an indicator of premium
    growth in the segment.  Benefit ratios and operating expense ratios show the
    relative relationships among data to earned premiums in the segment's income
    statement.

The Disability Insurance segment reported increased pretax operating income for
the three months ended March  31, 1999, as compared with the same period in
1998.  The increase was primarily attributable to solid premium growth in group
LTD and group short term disability ("group STD") and increased investment
income for the segment.  Higher benefit ratios in most lines of business
partially offset these favorable factors.

As discussed in the section titled Forward-Looking Information, certain risks
and uncertainties are inherent in UNUM's business.  Components of claims
experience, including but not limited to, incidence levels and claims duration,
may continue for some period of time at or above the higher levels experienced
in 1998.  Therefore, management continues to monitor claims experience and
responds to changes by periodically adjusting prices, refining underwriting
guidelines, changing product features and strengthening risk management policies
and procedures.

The proposed merger of UNUM and Provident is expected to have a near term
adverse impact on the productivity of UNUM's claims management function
resulting in some delay in claim resolutions during 1999 and additional claim
payments to policyholders.  Claim personnel will be distracted from normal
claim management activities as a result of planning and implementing the
integration of the two companies' claims organizations.  As previously reported
in UNUM's Form 10-K (as amended), claim resolution rates were revised for claim
operations integration activities in fourth quarter 1998.  During first quarter
1999, those activities progressed as assumed.  At December 31, 1998, management
assumed the revised claim resolution rates for first quarter 1999 to be 90% of
assumptions, excluding the impact of the claim operations integration
activities.  The actual experience for the first quarter 1999 was 88% as
compared with the 90% revised assumption.  The difference between the revised
claim resolution rates and the actual claim resolution rates was reflected in
pretax operating income during first quarter 1999.  If the impact of merger
related claim operations integration activities on claim durations had not been
anticipated at December 31, 1998, first quarter 1999 pretax operating income
would have been negatively impacted by $14.1 million.  Management expects the
remaining claim operations integration activities to impact claim reserves as
anticipated at December 31, 1998.  Management will continue to evaluate the
impacts of the proposed mergerwith Provident on disability claims experience and
the assumptions around expected disability claims duration.  If the claim
operations integration activities take longer than expected to implement or if
they result in unforeseen difficulties, claim durations could continue to
increase and income could be adversely affected.

During 1998, market interest rates fell to historically low levels negatively
affecting investment returns.  Management expects the reserve discount rate for
certain disability lines will continue to decline due primarily to the impact of
the declining interest rate environment resulting in higher claim liabilities.
Management expects to price new business and reprice existing business, at
contract renewal dates, in an attempt to mitigate the effect on new claim
liabilities from declining interest rates.  However, given the competitive
market conditions for UNUM's disability products, it is uncertain whether
pricing actions can mitigate the entire effect of interest rate declines.  In
addition, as previously disclosed in Note 9 "Proposed Merger with Provident and
Pro Forma Combined Condensed Financial Statements," management expects to
lower the discount rate used to calculate certain disability claim reserves, to
conform with Provident's process and assumptions, which are considered more
appropriate in the context of the combined entity resulting from the proposed
merger with Provident.

Pretax operating income for group LTD increased for the three months ended March
31, 1999, as compared with the same period in 1998, primarily resulting from
improved premium growth driven by strong sales, and increased investment income.
Partially offsetting the increase was a higher benefit ratio as compared with
first quarter 1998, largely due to increased levels of claims incidence and a
longer duration of claims.

For the three months ended March 31, 1999, group STD's pretax operating income
increased as compared with the same period in 1998.  The increase was primarily
attributable to significant premium growth of 30.2% and a favorable operating
expense ratio.  Premium growth resulted largely from the impact of strong sales
results, which reflect management's continuing efforts to cross-sell group STD
products with other group products sold by UNUM.  An unfavorable change in the
benefit ratio, primarily from larger size cases, higher claims incidence levels
and slightly longer duration of claims, partially offset the increase.

UNUM Limited experienced increased pretax operating income for the three months
ended March 31, 1999, as compared with first quarter 1998.  A favorable benefit
ratio, largely resulting from higher claim recoveries, was the primary driver of
the increase in pretax operating income.

<PAGE>
UNUM Corporation and Subsidiaries
Form 10-Q/A
March 31, 1999

SPECIAL RISK INSURANCE SEGMENT
                                                            Three Months Ended
                                                                 March 31,
                                                            ------------------
(Dollars in millions)                                       1999          1998
------------------------------------------------------------------------------
REVENUES
Premiums
  Group life                                              $189.6        $154.4
  Other special risk products                              150.9         118.8
------------------------------------------------------------------------------
   Total premiums                                          340.5         273.2
Investment income                                           21.3          19.0
Fees and other income                                       20.1          15.9
------------------------------------------------------------------------------
   Total operating revenues                                381.9         308.1

BENEFITS AND EXPENSES
Benefits to policyholders                                  239.5         191.9
Operating expenses                                          74.3          59.5
Commissions                                                 74.9          61.3
Increase in deferred
  policy acquisition costs                                 (46.3)        (40.7)
------------------------------------------------------------------------------
  Total operating benefits and expenses                    342.4         272.0
------------------------------------------------------------------------------
Pretax operating income (a)                                 39.5          36.1

Special items (b)                                          (84.6)           --
Realized gains                                               0.1           0.1
------------------------------------------------------------------------------
Income before income taxes (c)                            $(45.0)       $ 36.2
==============================================================================

SUPPLEMENTAL INFORMATION (d):

Group life sales
 (annualized new premiums)                                $ 43.9        $ 31.3
Benefit ratio (% of premiums)                               70.3%         70.2%
Operating expense ratio
 (% of premiums)                                            21.8%         21.8%
==============================================================================

(a) For the definition of pretax operating income see the Consolidated Overview.
(b) For a discussion of the first quarter 1999 special item see the caption
    "Special Item in First Quarter 1999" within the Consolidated Overview
    section.
(c) The Special Risk Insurance segment discussion of results is on a pretax
    operating income basis.  Management believes pretax operating income
    is a better representation of our ongoing operations.  While management
    believes pretax operating income provides relevant and useful information,
    it does not replace income before income taxes and net income calculated in
    accordance with generally accepted accounting principles as a measure of
    UNUM's profitability.  Therefore, this discussion should be read in
    conjunction with UNUM's Consolidated Financial Statements (Unaudited) and
    Notes to Consolidated Financial Statements (Unaudited) included elsewhere
    in the Form 10-Q (as amended) and the 1998 Form 10-K (as amended).
(d) Information relating to sales is presented as an indicator of premium
    growth in the segment. Benefit ratios and operating expense ratios show
    the relative relationships among data to earned premiums in the segment's
    income statement.

The Special Risk Insurance segment reported increased pretax operating income
for the quarter ended March 31, 1999, as compared with the same period in 1998.
The increase was primarily due to premium growth driven by strong sales in the
group life product lines and increased investment income for the segment.  The
increase was partially offset by unfavorable results in the reinsurance
businesses.  Due to the nature of the risks underwritten and the relative size
of the blocks of businesses, several of the products in the Special Risk
Insurance segment can exhibit claims variability.

During first quarter 1999, UNUM conducted a comprehensive strategic review of
its reinsurance businesses to determine the appropriateness of their fit
within the context of the UNUMProvident merged entity.  These businesses
include the reinsurance management operations and the risk assumption
(reinsurance pool participation, direct reinsurance and Lloyd's of London
syndicate participation). In April 1999, UNUM completed the comprehensive
strategic review of its reinsurance businesses.  UNUM concluded that these
businesses are not solidly aligned with UNUM's strength in the disability
insurance market and decided to exit these businesses.  UNUM intends to sell
the reinsurance management operations and either reinsure the risk assumption
businesses or place them in run-off.

<PAGE>
UNUM Corporation and Subsidiaries
Form 10-Q/A
March 31, 1999

COLONIAL PRODUCTS SEGMENT
                                                            Three Months Ended
                                                                 March 31,
                                                            ------------------
(Dollars in millions)                                       1999          1998
------------------------------------------------------------------------------
REVENUES
Premiums                                                 $ 140.7       $ 137.5
Investment income                                           17.3          15.3
Fees and other income                                        0.2           1.6
------------------------------------------------------------------------------
   Total operating revenues                                158.2         154.4

BENEFITS AND EXPENSES
Benefits to policyholders                                   68.9          68.7
Interest credited                                            4.3           3.6
Operating expenses                                          36.5          35.4
Commissions                                                 28.5          32.2
Increase in deferred
  policy acquisition costs                                  (6.2)         (9.5)
------------------------------------------------------------------------------
  Total operating benefits and expenses                    132.0         130.4
------------------------------------------------------------------------------
Pretax operating income (a)                                 26.2          24.0

Realized gains                                               0.7           0.4
------------------------------------------------------------------------------
Income before income taxes (b)                           $  26.9       $  24.4
==============================================================================

SUPPLEMENTAL INFORMATION (c):

Sales (annualized
 first month's premiums)                                 $  48.1       $  41.2
Benefit ratio (% of premiums)                               49.0%         50.0%
Operating expense ratio
 (% of premiums)                                            25.9%         25.7%
==============================================================================

(a) For the definition of pretax operating income see the Consolidated Overview.
(b) The Colonial Products segment discussion of results is on a pretax operating
    income basis.  Management believes pretax operating income is a better
    representation of our ongoing operations.  While management believes pretax
    operating income provides relevant and useful information, it does not
    replace income before income taxes and net income calculated in accordance
    with generally accepted accounting principles as a measure of UNUM's
    profitability.  Therefore, this discussion should be read in conjunction
    with UNUM's Consolidated Financial Statements (Unaudited) and Notes to
    Consolidated Financial Statements (Unaudited) included elsewhere in the
    Form 10-Q (as amended) and the 1998 Form 10-K (as amended).
(c) Information relating to sales is presented as an indicator of premium
    growth in the segment.  Benefit ratios and operating expense ratios show
    the relative relationships among data to earned premiums in the segment's
    income statement.

Pretax operating income increased in the Colonial Products segment in first
quarter 1999, as compared with first quarter 1998.  The increase was due
primarily to lower benefit ratios in certain product lines and an increase in
investment income for the segment, partially offset by slightly higher
operating expense ratios across most product lines and an increase in interest
credited.  In the first quarter 1999, sales increased in comparison with the
same period in 1998, however, these sales are not necessarily indicative of the
levels that may be attained in the future.  Therefore, management continues its
efforts to increase sales and premium through the realignment of the sales
organization and the enhancement of collaborative sales across UNUM.

<PAGE>
UNUM Corporation and Subsidiaries
Form 10-Q/A
March 31, 1999

RETIREMENT PRODUCTS SEGMENT

The Retirement Products segment includes products no longer actively marketed by
UNUM.  For the three months ended March 31, 1999, pretax operating income for
the Retirement Products segment decreased slightly as compared with the same
period in 1998.  UNUM expects these blocks of business to continue to decline in
size over several years and experience earnings volatility, reflecting their
run-off nature.

CORPORATE

For the three months ended March 31, 1999, as compared with the same period in
1998, the increased pretax operating loss was due primarily to increased
interest expense due to a higher average debt balance, partially offset by lower
operating expenses.

LITIGATION

Refer to Note 4 "Litigation" for information.

LIQUIDITY AND CAPITAL RESOURCES

UNUM's businesses produce positive cash flows which are invested primarily in
intermediate term, fixed maturity investments intended to reflect the
anticipated cash obligations of insurance benefit payments and insurance
contract maturities and to optimize investment returns at appropriate risk
levels.  Unexpected cash requirements and liquidity needs can be met through
UNUM's investment portfolio of fixed maturities classified as available for
sale, equity securities, cash and short-term investments.

At March 31, 1999, UNUM had short-term and long-term debt totaling $362.6
million and $598.5 million, respectively.  At March 31, 1999, approximately $334
million was available for additional financing under the existing revolving
credit facility and $200 million of investment grade debt instruments was
available for issuance under the shelf registration.  Contingent upon market
conditions and corporate needs, management may refinance short-term notes
payable for longer term securities.

In the normal course of business, UNUM enters into letters of credit, primarily
to satisfy capital requirements related to certain subsidiary transactions.
UNUM had outstanding letters of credit of $160.6 million at March 31, 1999.

Effective November 23, 1998, UNUM's Board of Directors rescinded the company's
stock repurchase program as a result of the pending merger agreement with
Provident Companies Inc.  As a result, no shares of UNUM common stock were
repurchased during the first three months of 1999.  During the first quarter of
1998, UNUM acquired approximately 0.7 million shares of its common stock in the
open market at an aggregate cost of $36.7 million.

On December 4, 1997, UNUM borrowed [British pound] 100 million ($168.3 million)
through a private placement with an investor in the United Kingdom.  Under the
terms of the agreement, the investor exercised its right to redeem the private
placement on April 13, 1999, at par value.  UNUM issued commercial paper to meet
its immediate needs and is currently evaluating various financing alternatives
to replace this financing.

YEAR 2000 DATE CONVERSION

The following discussion regarding the Year 2000 Date Conversion contains
forward-looking statements, and should be read in conjunction with the Forward-
Looking Information disclosure made at the beginning of the Management's
Discussion and Analysis.

As of March 31, 1999, UNUM has completed the assessment phase and
essentially completed the code remediation phase for all its critical and
non-critical systems with approximately 95% completing the testing phase.
Deployment is underway for most critical and non-critical systems as of
March 31, 1999.  As previously discussed in UNUM's 1998 Form 10-K (as amended),
management has substantially completed all phases for its critical and non-
critical systems, and as of March 31, 1999, continues to expect completion
of all phases by the end of 1999.

UNUM estimates that total internal (opportunity costs) and external (out-of-
pocket) costs for addressing the year 2000 conversion will range from $70
million to $80 million, which are expensed as incurred.  As of March 31, 1999,
UNUM has incurred approximately $62 million in connection with its year 2000
program.  The costs of the project and the date on which UNUM plans to complete
year 2000 modifications are based on management's best estimates, derived using
numerous assumptions about future events.  However, there can be no guarantee
that these estimates will be achieved and actual results could differ materially
from those plans.

<PAGE>
UNUM Corporation and Subsidiaries
Form 10-Q/A
March 31, 1999

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
                                                                          Page
(a) Exhibit Index

   12. Statement re:  Computation of ratio of earnings to fixed charges.    33

   15. Letter re:  Unaudited interim financial information.                 34

   27. Financial Data Schedules

(b) Reports on Form 8-K

No reports on Form 8-K were filed by the Registrant with the Securities and
Exchange Commission during the quarter ended March 31, 1999.

<PAGE>
UNUM Corporation and Subsidiaries
Form 10-Q/A
March 31, 1999

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 thereunto duly authorized.

Date May 17, 1999              /s/ ROBERT E. BROATCH
     --------------------      -----------------------------

                               Robert E. Broatch
                               Senior Vice President and
                               Chief Financial Officer


Date May 17, 1999              /s/ JOHN M. LANG, JR
     --------------------      -----------------------------

                               John M. Lang, Jr.
                               Vice President and
                               Corporate Controller