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

              [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>

UNUM CORPORATION AND SUBSIDIARIES
FORM 10-Q

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                     14

      Item 2.  Management's Discussion and Analysis of Financial 
                Condition and Results of Operations                     15

Part II. Other Information

      Item 6.  Exhibits and Reports on Form 8-K                         24

Signatures                                                              25

<PAGE>
UNUM CORPORATION AND SUBSIDIARIES
FORM 10-Q
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
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
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
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
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 of UNUM
Corporation and subsidiaries ("UNUM").

NOTE 2.  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 3.  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 4.  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 5.  REINSURANCE BUSINESSES
-------------------------------

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.  On an after-tax basis the charge
reduced net income by $88.0 million for first quarter 1999.

NOTE 6.  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 7.  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 5 "Reinsurance Businesses" for a
    description of the first quarter 1999 special item.

<PAGE>
NOTE 8.  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 March 31, 1998, 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 or on an earlier date if required by
generally accepted accounting principles,  it is expected that UNUMProvident
will record an expense for merger related costs of approximately $139 million
($109 million net of income taxes) and an expense related to the early
retirement offer to employees of approximately $94 million ($66 million net of
income taxes).  The estimated expenses related to the merger include amounts
for severance and related costs, exit costs for duplicate facilities and asset
abandonments, and investment banking, legal and accounting fees.  The estimated
expenses related to the merger and to the early retirement offer to employees
have not been reflected in the pro forma balance sheet, statements of income,
and related per share calculations.  The estimated expenses related to the
merger and the early retirement offer represent management's best estimates
based on available information at this time.  Actual charges may 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
=============================================================================

(a) The above unaudited pro forma combined condensed 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
    conversion 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.  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.  It has been determined that 
    Provident's process and assumptions are more appropriate in the context of a
    combined entity.  Upon completion of the merger, UNUM will reduce the rates
    used to discount unpaid claims reserves for group long term disability,
    individual disability and the disability businesses of UNUM Limited.  The
    preliminary estimates of discount rate reductions will result in an
    estimated increase to UNUM's unpaid claims reserves upon consummation of the
    merger of approximately $230 million ($150 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.

(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
March 31, 1999

ITEM 7.  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 and the 1998 Form 10-K 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        (0.4)
   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
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
==============================================================================

SUPPLEMENTAL INFORMATION (c):

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) 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.  In addition, management will continue to evaluate the impacts
of the proposed merger with Provident on disability claims experience and the
assumptions around expected disability claims duration.  The $59.4 million
reserve increase in fourth quarter 1998 assumed that claim durations would
increase for a relatively short period of time due to the planning for and
implementation of the integration of the UNUM and Provident claims operations.
The reserve increase assumed, and management expects, that the increase in 
claims duration due to the integration activities will cease at the end of 
1999.  During the first quarter of 1999 the claims integration planning 
activities progressed as anticipated, and management expects that second 
quarter progress will be consistent with the assumptions made in connection 
with the reserve increase.  If these integration activities take longer than 
expected to implement or if they result in unforeseen difficulties, claims 
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 8 "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.  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 earnings would have been 
negatively impacted by approximately $14 million.  Actual claim resolutions in 
first quarter 1999 were generally as expected when the fourth quarter 1998 
disability claims reserve increase was determined. 

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
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
==============================================================================

SUPPLEMENTAL INFORMATION (b):

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) 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.  The exit from these 
businesses may be accomplished through a combination of a sale, reinsurance 
and placing certain components of the business in run-off.

<PAGE>
UNUM Corporation and Subsidiaries
Form 10-Q
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
==============================================================================

SUPPLEMENTAL INFORMATION (b):

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) 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
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 3 "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,
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
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.    26

   15. Letter re:  Unaudited interim financial information.                 27

   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
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