ALLMERICA PROPERTY & CASUALTY COMPANIES INC
10-Q, 1996-08-14
LIFE INSURANCE
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                            FORM 10-Q
                                
               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549
                                
                                
(Mark One)
  [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
                 SECURITIES EXCHANGE ACT OF 1934
         For the quarterly period ended:  June 30, 1996
                                
                               OR
                                
  [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934
          For the transition period from:        to
                                
                                
                             0-20668
                    (Commission file number)
                                
                                
          ALLMERICA PROPERTY & CASUALTY COMPANIES, INC.
     (Exact name of registrant as specified in its charter)
                                

         Delaware                          04-3164595
 (State or other jurisdiction of     (I.R.S. Employer
  incorporation or organization)      Identification Number)


       440 Lincoln Street, Worcester, Massachusetts  01653
            (Address of principal executive offices)
                           (Zip Code)
                                
                         (508) 855-1000
      (Registrant's telephone number, including area code)
                                
                                
(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  registrant's
classes  of  common stock as of the latest practicable date:  59,643,406
shares of common stock outstanding, as of August 1, 1996.


                               18
                      Total Number of Pages

                                
                        TABLE OF CONTENTS





PART I - FINANCIAL INFORMATION



    ITEM 1 - FINANCIAL STATEMENTS
             Consolidated Statements of Income                      3
             Consolidated Balance Sheets                            4
             Consolidated Statements of Shareholders' Equity        5
             Consolidated Statements of Cash Flows                  6
             Notes to Consolidated Financial Statements             7


    ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS
             OF RESULTS OF OPERATIONS AND FINANCIAL
             CONDITION                                              8 - 16
                                                               


PART II - OTHER INFORMATION

    ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS   17

    ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K                      17




SIGNATURES                                                         18





<TABLE>
     
                 
                                    PART I - FINANCIAL INFORMATION
                                
                                    ITEM 1 - FINANCIAL STATEMENTS
                                
                             ALLMERICA PROPERTY & CASUALTY COMPANIES, INC.
                                  CONSOLIDATED STATEMENTS OF INCOME
                                  
                                
<S>                                                     <C>       <C>             <C>       <C>  
       
                                                            (Unaudited)                 (Unaudited)
                                                         Three Months Ended          Six Months Ended   
(In millions)                                                  June 30,                    June 30,
                                                            1996      1995             1996      1995
Revenues                                                                
   Net premiums written                                 $  469.4  $  453.8         $  945.1  $  934.6
   Change in unearned premiums,                                     
     net of prepaid reinsurance premiums                    (0.3)     (7.0)            10.3      18.0
   Net premiums earned                                     469.7     460.8            934.8     916.6
   Net investment income                                    56.3      51.0            108.6     104.0
   Net realized gains on investments                         2.0       4.6             47.5       4.6
   Other income, net                                         4.3       0.4              4.7       4.4
                                                                    
     Total revenues                                        532.3     516.8          1,095.6   1,029.6
                                                                    
Expenses                                                            
   Losses and loss adjustment expenses                     341.7     318.4            687.9     640.2
   Policy acquisition and other operating expenses         151.6     144.7            298.1     290.4
   Policyholders' dividends                                  1.9       2.8              5.0       4.4
                                                                    
     Total expenses                                        495.2     465.9            991.0     935.0
                                                                    
Income before federal income taxes and minority interest    37.1      50.9            104.6      94.6
                                                                    
Federal income tax expense                                   6.4      10.1             20.1      19.0
                                                                                
Income before minority interest                             30.7      40.8             84.5      75.6
                                                                    
Minority interest                                           (2.1)     (4.4)            (6.3)     (6.5)
                                                                    
                                                                    
Net income                                              $   28.6  $   36.4         $   78.2  $   69.1
                                                                    
Per share data                                                      
                                                                    
   Net income                                           $   0.48  $   0.59         $   1.30  $   1.12
                                                                    
Dividends declared to shareholders                      $   0.04  $   0.04         $   0.08  $   0.08
                                                                    
Weighted average shares outstanding                         59.7      61.4             60.1      61.6

                                
                                
      The accompanying notes are an integral part of these financial statements.
     
                                
</TABLE>                                
     
                                                           
<TABLE>                                
                                
                                                    
                               ALLMERICA PROPERTY & CASUALTY COMPANIES, INC.
                                       CONSOLIDATED BALANCE SHEETS
                                
<S>                                                                <C>              <C>
                                                                                  
                                                                  (Unaudited)
(In millions, except  per share data)                               June 30,        December 31,
                                                                      1996              1995
Assets                                                     
  Investments                                              
    Debt securities available-for-sale, at fair value              $  3,369.1        $  3,356.5
      (Amortized cost of $3,342.5 and $3,237.6)
    Equity securities available-for-sale, at fair value                 346.5             438.1
      (Cost of $259.8 and $340.8)                              
    Other investments, at fair value (Cost of $19.9 and $20.1)           26.9              25.0
      Total investments                                               3,742.5           3,819.6
  Cash and cash equivalents                                              94.1             125.5                  
  Accrued investment income                                              65.6              64.5
  Premiums receivable (less allowance for                      
    doubtful accounts of $4.6 and $4.6)                                 408.8             400.3
  Finance installment receivables                                        27.2              30.2
  Reinsurance recoverable on paid and unpaid balances                   776.9             807.4
  Prepaid reinsurance premiums                                           45.1              43.8
  Deferred policy acquisition expenses                                  162.9             157.5
  Deferred federal income taxes                                         121.9              81.2
  Other assets                                                          198.6             211.8
                                                               
                                                                   $  5,643.6        $  5,741.8
Liabilities and Shareholders' Equity                           
                                                               
 Liabilities                                                   
  Reserve for losses and loss adjustment expenses                  $  2,865.1        $  2,896.0
  Unearned premiums                                                     808.9             797.3
  Reinsurance premiums payable                                           51.0              42.0
  Commercial paper                                                       22.6              27.7
  Other liabilities                                                     285.9             340.6
                                                               
    Total liabilities                                                 4,033.5           4,103.6
                                                               
Minority interest                                                       119.8             128.9
                                                               
                                                               
Shareholders' Equity                                           
  Preferred stock, par value $1.00 per share;
    authorized 20.0 million shares; issued none                             -                 -
  Common stock, par value $1.00 per share;                     
    authorized 90.0 million shares; issued 61.9 million shares           61.9              61.9
  Additional paid-in capital                                             32.0              32.0
  Retained earnings                                                   1,378.3           1,304.9
  Unrealized appreciation on investments, net of
    deferred federal income taxes and minority interest                  72.5             133.9
  Treasury stock, at cost (2.3 million and 1.1 million shares)          (54.4)            (23.4)
                                                               
    Total shareholders' equity                                        1,490.3           1,509.3
                                                               
                                                                   $  5,643.6        $  5,741.8
                                
     The accompanying notes are an integral part of these financial statements.
                                
                                
 </TABLE>
 
 
 <TABLE>
                                
                                
                ALLMERICA PROPERTY & CASUALTY COMPANIES, INC.
               CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                
                                
<S>                                                           <C>          <C>

                                                                     (Unaudited)
                                                                  Six Months Ended
(In millions)                                                          June 30,
                                                                  1996         1995
Common stock                                                        
  Balance at beginning and end of period                      $    61.9    $    61.9
                                                                    
Additional paid-in capital                                          
  Balance at beginning and end of period                           32.0         32.0
                                                                    
                                                                    
Retained earnings                                                   
  Balance at beginning of period                                1,304.9      1,174.6
  Net income                                                       78.2         69.1
  Dividends declared to shareholders                               (4.8)        (4.9)
  Balance at end of period                                      1,378.3      1,238.8
                                                                    
                                                                    
Unrealized appreciation (depreciation) on investments, net
  Balance at beginning of period                                  133.9        (36.3)
  (Depreciation) appreciation during the period                  (100.5)      (175.5)
  Benefit (provision) for deferred federal income taxes            35.4        (61.4)
  Minority interest, net of taxes                                   3.7         (9.7)
  Balance at end of period                                         72.5         68.1
                                                                    
                                                                    
Treasury stock                                                      
  Balance at beginning of period                                  (23.4)        (2.5)
  Shares purchased at cost                                        (31.0)       (11.1)
  Balance at end of period                                        (54.4)       (13.6)
                                                                    
                                                                    
  Total shareholders' equity                                  $ 1,490.3    $ 1,387.2


                   
                                
                                
 The accompanying notes are an integral part of these financial statements.
                                
                                
</TABLE>


<TABLE>                               
   
                                
                      ALLMERICA PROPERTY & CASUALTY COMPANIES, INC.
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
<S>                                                                     <C>          <C>
                         
                                
                                                                               (Unaudited)
                                                                            Six Months Ended
(In millions)                                                                    June 30,
                                                                            1996         1995
Cash was (used for) provided by:                               
Operating Activities                                           
Net income                                                              $    78.2    $    69.1
Adjustments to reconcile net income to                         
  net cash (used for) provided by operating activities:
    Minority interest                                                         6.3          6.5
    Net realized gains on investments                                       (47.5)        (4.6)
    Deferred federal income tax provision                                    (5.4)         4.4            
    Change in assets and liabilities:                          
      Deferred policy acquisition expenses                                   (5.4)        (0.9)
      Premiums and notes receivable, net of reinsurance payable                 -        (44.5)
      Unearned premiums, net of prepaid reinsurance premiums                 10.3         18.1
      Reserve for losses and loss adjustment expenses,
        net of reinsurance recoverable                                       (0.4)        48.7
      Other, net                                                            (35.1)       (24.8)
                                                                   
        Net cash (used for) provided by operating activities                  1.0         72.0
                                                                         
Investing Activities                                           
  Proceeds from sale of available-for-sale debt securities                  897.1        483.6
  Proceeds from available-for-sale debt securities maturing or called        64.7         44.9
  Proceeds from held-to-maturity debt securities maturing or called             -         13.0              
  Proceeds from sale of available-for-sale equity securities
    and other investments                                                   177.6         50.1
  Purchases of available-for-sale debt securities                        (1,075.5)      (728.9)
  Purchases of available-for-sale equity securities and other investments   (47.9)      (108.8)
  Decrease in net receivable from securities transactions not settled         6.1         26.5
  Capital expenditures                                                       (2.7)        (2.6)
    
    Net cash provided by (used for) investing activities                     19.4       (222.2)
                                                               
Financing Activities                                           
  Dividends paid to shareholders                                             (4.8)        (4.9)
  Commercial paper redeemed, net                                             (5.2)        (8.2)
  Subsidiary treasury stock purchased, at cost                              (10.8)           -
  Treasury stock purchased, at cost                                         (31.0)       (11.1)
    
    Net cash used for financing activities                                  (51.8)       (24.2)
                                                               
Net decrease in cash and cash equivalents                                   (31.4)      (174.4)
                                                               
Cash and cash equivalents at beginning of period                            125.5        368.3
Cash and cash equivalents at end of period                              $    94.1    $   193.9


Supplemental disclosure of cash flow information
  Cash paid during the year:
    Federal income taxes                                                $    25.0    $    16.5
    Interest                                                            $     0.7    $     0.9
                                
                                
        The accompanying notes are an integral part of these financial statements.
                                
                                
</TABLE>                                
                                
        
                               
                                                           
                                
          ALLMERICA PROPERTY & CASUALTY COMPANIES, INC.
      NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


1.    Earnings Per Share

Earnings  per  share are based on a monthly weighted average  of  shares
outstanding.    The  weighted  average  number  of  shares   outstanding
applicable  to  common stock was 59.7 million and 61.4 million  for  the
three  month  periods ended June 30, 1996 and 1995,  respectively.   The
weighted average number of shares outstanding applicable to common stock
was  60.1 million and 61.6 million for the six month periods ended  June
30,  1996  and 1995, respectively.  On December 27, 1994, the  Board  of
Directors  of  Allmerica  Property  &  Casualty  Companies,  Inc.   (the
"Company")  authorized the repurchase of up to three million shares,  or
nearly  five  percent of its outstanding common stock.  During  the  six
months ended June 30, 1996, the Company purchased 1.2 million shares for
a total of 2.2 million shares since the implementation of the repurchase
program.




                   MANAGEMENT'S REPRESENTATION


In  the  opinion  of  management, the financial statements  reflect  all
adjustments  of  a  normal  recurring  nature  necessary  for   a   fair
presentation of the interim periods. Certain reclassifications have been
made  to  the 1995 consolidated financial statements in order to conform
to   the   1996  presentation.   Interim  results  are  not  necessarily
indicative  of  results expected for the entire year.   These  financial
statements should be read in conjunction with the Company's 1995  Annual
Report  to  Shareholders, as filed on Form 10-K to  the  Securities  and
Exchange Commission.
                                
                                
                                
                                
                 PART I - FINANCIAL INFORMATION

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


The  results of operations for Allmerica Property & Casualty  Companies,
Inc.  and subsidiaries (the "Company") include the accounts of Allmerica
Property  &  Casualty Companies, Inc. ("Allmerica P&C"), a non-insurance
holding  company; The Hanover Insurance Company ("Hanover"), a  property
and  casualty insurance company wholly owned by Allmerica P&C;  Citizens
Corporation,  a  non-insurance holding company  for  Citizens  Insurance
Company  of  America  (collectively,  "Citizens");  and  certain   other
insurance  and non-insurance subsidiaries.  Hanover owns  82.5%  of  the
outstanding common stock of Citizens Corporation.


Results of Operations

Consolidated Overview

Three months ended June 30, 1996 and 1995

Net Income

The  Company's consolidated net income decreased $7.8 million, to  $28.6
million,  or $0.48 per share in the second quarter of 1996, compared  to
net  income of $36.4 million, or $0.59 per share for the same period  in
1995.  Excluding  realized gains and losses, net of taxes  and  minority
interest,  net  income decreased $6.3 million, to $27.3 million  in  the
second  quarter  of  1996.  The decrease  in  net  income  is  primarily
attributable  to a $23.3 million increase in losses and loss  adjustment
expenses  ("LAE") to $341.7 million in the second quarter of 1996  as  a
result  of  increased  catastrophes, primarily at Citizens.  Catastrophe
losses  in  the second quarter of 1996 were $24.3 million,  compared  to
$14.3  million  in  the second quarter of 1995.  Net  investment  income
increased  $5.3  million,  or 10.4%, to $56.3  million.   This  increase
resulted  primarily  from  an  increase in debt  securities  and  higher
average yields on these securities. The second quarter of 1995 was  also
impacted  by  a  $2.4  million charge related to  the  pre-refunding  of
municipal  bonds.  Federal income tax expense decreased $3.7 million  in
the  second  quarter of 1996 and the effective tax rate  decreased  from
19.8%  in  the  second quarter of 1995, to 17.3% in the same  period  of
1996.  Minority interest in Citizens net income was $2.1 million in  the
second  quarter  of  1996, compared to $4.4 million  during  the  second
quarter of 1995.

Underwriting results

Consolidated  net premiums earned increased $8.9 million,  or  1.9%,  to
$469.7  million  in  the second quarter of 1996.  Personal  segment  net
premiums earned increased $9.6 million, or 3.5%, to $284.9 million. This
increase  is  primarily attributable to modest increases in policies  in
force in the personal automobile and homeowners lines at Hanover.  Price
increases in the homeowners line at Hanover and price increases  in  the
personal automobile and homeowners lines at Citizens also contributed to
the  increase  in net premiums earned.  Commercial segment net  premiums
earned  decreased  $0.7  million, to $184.8 million.  This  decrease  is
primarily attributable to the withdrawal from a major voluntary pool  by
Hanover  at  December 1, 1995, price decreases in  all  major  lines  at
Hanover  and  price  decreases  in the  workers'  compensation  line  at
Citizens.

The consolidated underwriting loss increased $15.9 million, to a loss of
$21.0  million  in  the  second quarter of 1996.  The  increase  in  the
underwriting  loss  is  primarily  attributable  to  the   increase   in
catastrophe losses and severe weather during the second quarter of 1996,
primarily  at  Citizens.  This resulted in  a  $23.3  million,  or  7.3%
increase  in losses and LAE to $341.7 million in the second  quarter  of
1996.  Policy acquisition and other underwriting expenses increased $2.4
million, or 1.7%, to $147.1 million. Increases in policy acquisition and
other underwriting expenses reflect the growth in net earned premium and
increases  in  group business expenses at Hanover. The  quarter  results
were  also  impacted by increased expenses associated  with  an  ongoing
policy  administration technology project that is intended  to  redesign
information systems used to serve customers, underwriting and claims.

Investment results

Net  investment  income before taxes increased $5.3  million,  to  $56.3
million  in 1996 compared to $51.0 million in the comparable quarter  of
1995.  This increase primarily reflects an increase in average  invested
assets  and  a  higher level of debt securities in  the  portfolio.  Net
investment  income  in 1995 was adversely impacted  by  a  $2.4  million
charge  related  to  the  pre-refunding of  municipal  bond  securities.
Average  yields  on debt securities increased from 6.2%  in  the  second
quarter  of 1995 to 6.4% in the comparable 1996 quarter.  Net investment
income after taxes increased $4.3 million, to $46.2 million. During  the
first  quarter  of  1996, the Company revised its  investment  strategy,
resulting  in the sale of a substantial portion of its equity  portfolio
and  the purchase of tax-exempt securities. This is consistent with  the
Company's  strategy of maximizing after-tax net investment income.   The
Company had realized gains of $2.0 million during the second quarter  of
1996 compared to realized gains of $4.6 million in the second quarter of
1995.

Segment Results

Personal Segment

The  personal segment represented 60.7% and 59.7% of total net  premiums
earned in the second quarter of 1996 and 1995, respectively.





<TABLE>

<S>                                                <C>      <C>       <C>      <C>       <C>      <C>    
                                                       
                                                        Hanover            Citizens         Consolidated
                                                          
For the Quarters Ended                               1996     1995      1996     1995      1996     1995
June 30 (In millions)                                      
                                                           
Net premiums earned                                $ 147.7  $ 141.6   $ 137.2  $ 133.7   $ 284.9  $ 275.3
                                                                
Losses and loss adjustment expenses                   97.3     92.5     104.2     94.2     201.5    186.7        
                                                                
Policy acquisition and other underwriting expenses    50.3     42.7      36.2     36.5      86.5     79.2

Underwriting (loss) profit                         $   0.1  $   6.4   $ (3.2)  $   3.0   $  (3.1) $   9.4
                                                                

</TABLE>




Revenues

Personal  segment net premiums earned increased  $9.6 million, or  3.5%,
to  $284.9 million during the second quarter of 1996, compared to $275.3
million  in the second quarter of 1995.  Hanover's personal segment  net
premiums  earned  increased $6.1 million, or  4.3%,  to  $147.7  million
during  the  second quarter of 1996.  This increase is  attributable  to
modest  increases  in policies in force in the personal  automobile  and
homeowners lines, primarily as a result of growth in group business  and
in  expansion  states,  and  price increases  in  the  homeowners  line.
Citizens'  personal segment net premiums earned increased $3.5  million,
or 2.6%, to $137.2 million in the second quarter of 1996.  This increase
is  primarily attributable to price increases in the personal automobile
and homeowners lines.

Underwriting results

The  personal segment underwriting profit decreased $12.5 million, to  a
loss  of  $3.1  million  in  the  second  quarter  of  1996.   Hanover's
underwriting  profit  decreased $6.3 million, while Citizens'  decreased
$6.2 million to a loss of $3.2 million.

The decrease in Hanover's underwriting profit resulted primarily from  a
$7.6   million  or  17.8%  increase  in  policy  acquisition  and  other
underwriting  expenses to $50.3 million in the second quarter  of  1996.
This  increase  is  primarily attributable to increases  in  net  earned
premium, a $1.5 million increase in group business expenses and  a  $1.7
million  increase in expenses associated with the policy  administration
technology project.

Citizens' decrease in underwriting profit is primarily attributable to a
$13.6  million increase in catastrophe losses during the second  quarter
of  1996. This resulted in a $10.0 million or 10.6%, increase in  losses
and  LAE  to  $104.2  million.  This was partially offset  by  favorable
claims  activity  in both the current and prior accident  years  in  the
personal  automobile  line  attributable to  improvements  in  severity.
Citizens  did not incur any catastrophe losses in the second quarter  of
1995.

Policy acquisition and other underwriting expenses at Citizens decreased
$0.3  million,  to  $36.2 million in the second  quarter  of  1996.  The
decrease  is  primarily attributable to decreases  in  employee  related
expenses  and contingent commissions, partially offset by the effect  of
increases in net earned premium.


Commercial Segment

The commercial segment represented 39.3% and 40.3% of total net premiums
earned in the second quarter of 1996 and 1995, respectively.





<TABLE>
<S>                                                <C>      <C>       <C>      <C>       <C>      <C>   

                                                   
                                                        Hanover            Citizens         Consolidated
                                                          
For the Quarters Ended                               1996     1995      1996     1995      1996     1995
June 30 (In millions)                                      
                                                           
Net premiums earned                                $ 110.9  $ 116.0   $  73.9  $  69.5   $ 184.8  $ 185.5
                                                                
Losses and loss adjustment expenses                   80.4     85.5      59.8     46.2     140.2    131.7   
                                                                
Policy acquisition and other underwriting expenses    44.4     48.8      16.2     16.7      60.6     65.5

Policyholders' dividends                               0.1      1.2       1.8      1.6       1.9      2.8

Underwriting (loss) profit                         $ (14.0) $ (19.5)  $  (3.9) $   5.0   $ (17.9) $ (14.5)


</TABLE>


                                                                


Revenues

Commercial  segment  net  premiums earned decreased  $0.7  million,   to
$184.8  million  in  the second quarter of 1996.   Hanover's  commercial
segment  net premiums earned decreased $5.1 million, or 4.4%, to  $110.9
million. This decrease is primarily attributable to Hanover's withdrawal
from  a  large  voluntary pool on December 1, 1995  and  to  competitive
market  conditions  in this segment. Rate decreases  in  all  commercial
lines  and  decreases  in policies in force in the  commercial  multiple
peril  line  also contributed to the decrease in net earned  premium  at
Hanover.   Citizens'  commercial segment net premiums  earned  increased
$4.4  million, or 6.3%, to $73.9 million in the second quarter of  1996.
This  increase is primarily attributable to a 5.8% increase in  policies
in  force in the commercial multiple peril line since December 31, 1995.
This  increase  was partially offset by rate decreases in  the  workers'
compensation line as a result of continuing competition in this line  in
Michigan. Rates  in the workers' compensation line were decreased  8.5%,
7.0% and 6.4% effective May 1, 1995, December 1, 1995, and June 1, 1996,
respectively.

Continued  competitive conditions in the workers' compensation  line  at
both Hanover and Citizens may result in future price decreases that will
impact growth in this line. In addition, Hanover's premium growth in the
commercial  segment may be impacted by continued competitive pricing  in
1996  as  a  result  of soft market conditions combined  with  Hanover's
effort to maintain its current underwriting standards.

Underwriting results

The  commercial  segment underwriting loss increased  $3.4  million,  or
23.4%,  to  a  loss  of  $17.9 million in the second  quarter  of  1996.
Hanover's underwriting loss improved $5.5 million, or 28.2%, to  a  loss
of  $14.0  million, while Citizens' underwriting profit  decreased  $8.9
million,  to a loss of $3.9 million in the second quarter of 1996.

Hanover's  commercial segment losses and LAE decreased $5.1 million,  or
6.0%,  to  $80.4 million in the second quarter of 1996. This improvement
is  primarily attributable to a decrease of $8.3 million, resulting from
the withdrawal of a major voluntary pool and a $5.3 million decrease  in
the   commercial  automobile  line  as  a  result  of  favorable  claims
experience on the current and prior years. This was partially offset  by
a  $11.2 million increase in losses and LAE in the workers' compensation
line reflecting increased claim frequency and severity.

Citizens'  underwriting  loss  resulted primarily  from  increased  loss
frequency  in  the  commercial multiple peril line and  a  $2.3  million
increase  in  catastrophe losses in this line. Losses  and  LAE  in  the
commercial  multiple peril line increased $ 6.0 million,  or  44.4%,  to
$19.5  million.  There  were no catastrophe  losses  in  the  commercial
segment in the second quarter of 1995.

Policy  acquisition and other underwriting expenses  in  the  commercial
segment decreased  $4.9 million, or 7.5%, to $60.6 million in the second
quarter  of  1996.  Hanover's policy acquisition and other  underwriting
expenses  decreased  $4.4 million, or 9.0%, to $44.4 million,  primarily
attributable  to a $6.5 million decrease in expenses associated  with  a
change  in  estimate in deferred expenses during the second  quarter  of
1996,  and   the  effect of decreases  in net earned  premium.   Hanover
revised its estimate of deferred acquisition costs during the quarter to
reflect  changes in variable underwriting expenses. This  was  partially
offset   by   a  $1.2  million  increase  associated  with  the   policy
administration  technology  project. Citizens'  policy  acquisition  and
other  underwriting expenses decreased $0.5 million, or 3.0%,  to  $16.2
million,  resulting  from  decreases in employee  related  expenses  and
contingent  commissions, partially offset by the effect of increases  in
net earned premium.
 .

Six months ended June 30, 1996 and 1995

Net Income

The  Company's consolidated net income for the six months ended June 30,
1996  increased  $9.1  million, to $78.2 million, or  $1.30  per  share,
compared to net income of $69.1 million, or $1.12 per share for the same
period in 1995. The increase in net income is primarily attributable  to
a  $42.9  million increase in realized gains, primarily related  to  the
sale of equity securities. This increase reflects the Company's decision
during  the  first  quarter of 1996 to increase the proportion  of  debt
securities  in the portfolio.  Excluding realized gains and losses,  net
of  taxes and minority interest, net income decreased  $17.1 million, to
$49.1 million for the six months ended June 30, 1996.  Net income in the
six  month period of 1996 was significantly impacted by catastrophes and
other  severe weather related losses.  This resulted in a $47.7  million
increase  in losses and loss adjustment expenses  to $687.9  million  in
the six months ended June 30, 1996. Catastrophe losses in the six months
ended June 30, 1996 were $54.3 million, compared to $16.3 million in the
comparable  1995  period. This was partially offset by favorable  claims
experience  on current and prior accident years, primarily at  Citizens,
primarily  in  the personal automobile and workers' compensation  lines.
Net  investment  income  increased $4.6  million,  or  4.4%,  to  $108.6
million. This increase reflects an increase in debt securities resulting
from the Company's strategy to reduce the level of equity securities  in
the  portfolio, which was implemented during the first quarter of  1996.
The  six  month  results  were also impacted by a  $2.4  million  charge
related  to  the  pre-refunding of municipal bonds. Federal  income  tax
expense  increased $1.1 million in the six months ended June  30,  1996,
but  the effective tax rate decreased from 20.1% in the six months ended
June 30, 1995, to 19.2%, for the same period in 1996.  Minority interest
in  Citizens  net income was $6.3 million in the six month period  ended
June  30,  1996,  compared to $6.5 million during the six  month  period
ended June 30, 1995.

Underwriting results

Consolidated net premiums earned for the six months ended June 30,  1996
increased  $18.2  million, or 2.0%, to $934.8 million. Personal  segment
net premiums earned increased $21.3 million, or 3.9%, to $565.1 million.
This  increase is primarily attributable to modest increases in policies
in  force  in  the personal automobile and homeowners lines at  Hanover.
Price increases in the homeowners line at Hanover and price increases in
the   personal   automobile  and  homeowners  lines  at  Citizens   also
contributed  to the increase in net premiums earned. Commercial  segment
net  premiums  earned decreased $3.1 million,  to $369.7  million.  This
decrease  is  primarily  attributable to the  withdrawal  from  a  large
voluntary pool on December 1, 1995 at Hanover, and to competitive market
conditions in this segment. Price decreases in all commercial  lines  at
Hanover  and in the workers' compensation line at Citizens and decreases
in  policies in force in the commercial multiple peril line  at  Hanover
also contributed to the decrease in net earned premium.

The  consolidated underwriting loss for the six months  ended  June  30,
1996  increased $33.3 million, to a loss of $51.7 million.  The increase
in  the  underwriting loss is primarily attributable to the increase  in
catastrophe losses and severe weather related losses.  This resulted  in
a $47.7 million, or 7.5% increase in losses and LAE to $687.9 million in
the  six  months  ended  June 30, 1996.  Policy  acquisition  and  other
underwriting  expenses   increased $3.2  million,  or  1.1%,  to  $293.6
million. Increases in policy acquisition and other underwriting expenses
at  Hanover reflect the growth in net earned premium, increases in group
business expenses and expenses associated with the policy administration
technology  project.   This  was partially  offset  by  a  $1.4  million
decrease  in  policy  acquisition  and other  underwriting  expenses  at
Citizens,  primarily  attributable  to  decreases  in  employee  related
expenses and contingent commissions.

Investment results

Net investment income before taxes increased  $4.6 million, or 4.4%,  to
108.6  million  during the first six months of 1996 compared  to  $104.0
million  in  the  comparable  period of 1995.  This  increase  primarily
reflects  an increase in average invested assets and a higher  level  of
debt  securities  in the portfolio. Net investment income  in  1995  was
adversely impacted by a $2.4 million charge related to the pre-refunding
of   municipal  bond  securities.  Average  yields  on  debt  securities
decreased  from 6.3% in the six months ended June 30, 1995  to  6.2%  in
1996. Net investment income after taxes increased $4.6 million, to $90.1
million,  primarily  attributable to the  increase  in  tax-exempt  debt
securities.  During the first quarter of 1996, the Company  revised  its
investment  strategy, resulting in the sale of a substantial portion  of
its equity portfolio and the purchase of tax-exempt securities. This  is
consistent  with  the  Company's strategy of  maximizing  after-tax  net
investment  income.  As a result of the sale of equity  securities,  the
Company had realized gains of $47.5 million during the six months  ended
June 30, 1996, compared to realized gains of $4.6 million in 1995.

Segment Results

Personal Segment

The  personal segment represented 60.5% and 59.3% of total net  premiums
earned in the six months ended June 30, 1996 and 1995, respectively.





<TABLE>

<S>                                                  <C>      <C>       <C>      <C>       <C>      <C>     
                                                     
                                                        Hanover            Citizens         Consolidated
                                                          
For the Six Months Ended                               1996     1995      1996     1995      1996     1995
June 30 (In millions)                                      
                                                           
Net premiums earned                                  $ 292.8  $ 280.8   $ 272.3  $ 263.0   $ 565.1  $ 543.8
                                                                
Losses and loss adjustment expenses                    213.6    184.6     211.6    198.8     425.2    383.4        
                                                                
Policy acquisition and other underwriting expenses      99.3     88.1      72.6     72.8     171.9    160.9

Underwriting (loss) profit                           $ (20.1) $   8.1   $ (11.9) $  (8.6)  $ (32.0) $  (0.5)


</TABLE>




                                            
Revenues

Personal  segment net premiums earned for the six months ended June  30,
1996  increased  $21.3 million, or 3.9%, to $565.1 million, compared  to
$543.8  million in the same period of 1995.  Hanover's personal  segment
net  premiums earned increased $12.0 million, or 4.3%, to $292.8 million
during  the  six months ended June 30, 1996. This increase is  primarily
attributable  to modest increases in policies in force in  the  personal
automobile  and  homeowners lines and price increases in the  homeowners
line.  Citizens'  personal segment net premiums  earned  increased  $9.3
million,  or  3.5%, to $272.3 million in the six months ended  June  30,
1996.  This increase is primarily attributable to price increases in the
personal automobile and homeowners lines.

Underwriting results

The personal segment underwriting loss for the six months ended June 30,
1996  increased  $31.5 million, to a loss of $32.0  million.   Hanover's
underwriting  loss  increased $28.2 million, while  Citizens'  increased
$3.3  million. Hanover's personal segment losses and LAE increased $29.0
million,  or 15.7%, to $213.6 million in the six months ended  June  30,
1996.  This  increase  is  primarily attributable  to  a  $19.0  million
increase  in  losses  and  LAE in the homeowners  line,  resulting  from
increased  catastrophes  during the period. Catastrophe  losses  in  the
personal  segment increased $13.4 million, to $22.1 million in  the  six
months ended June 30, 1996 from $8.7 million during the comparable  1995
period.

Citizens' underwriting loss increased primarily as a result of  a  $17.7
million increase in catastrophe losses. This resulted in a $24.9 million
increase  in  losses and LAE in the homeowners line.   Favorable  claims
experience  on  current  and prior years resulted  in  a  $12.7  million
decrease  in losses and LAE in the personal automobile line. There  were
no  catastrophe  losses in the personal segment  during  the  six  month
period ended June 30, 1995.

Policy  acquisition  and  other underwriting expenses  in  the  personal
segment  increased $11.0 million, or 6.8%, to $171.9 million in the  six
months ended June 30, 1996.  This increase is primarily attributable  to
an increase of  $11.2 million, or 12.7%, to $99.3 million at Hanover for
the  six months ended June 30, 1996. This increase is due to the  effect
of  increases  in net earned premium, a $3.0 million increase  in  group
business  expenses, a $2.0 million increase in commissions  and  a  $1.8
million  increase in expenses associated with the policy  administration
technology project.  Policy acquisition and other underwriting  expenses
in  the  personal segment at Citizens decreased $0.2 million,  to  $72.6
million  for  the  six  months ended June 30,  1996.  This  decrease  is
primarily  attributable to decreases in employee  related  expenses  and
contingent  commissions, partially offset by the effect of increases  in
net earned premium.

Commercial Segment

The commercial segment represented 39.5% and 40.7% of total net premiums
earned in the six months ended June 30, 1996 and 1995, respectively.





<TABLE>                                                        

<S>                                                <C>      <C>       <C>      <C>       <C>      <C>
                                                
                                                       Hanover            Citizens         Consolidated
                                                          
For the Six Months Ended                             1996     1995      1996     1995      1996     1995
June 30 (In millions)                                      
                                                           
Net premiums earned                                $ 226.4  $ 237.6   $ 143.3  $ 135.2   $ 369.7  $ 372.8
                                                                
Losses and loss adjustment expenses                  154.8    169.5     107.9     87.3     262.7    256.8   
                                                                
Policy acquisition and other underwriting expenses    88.1     94.7      33.6     34.8     121.7    129.5

Policyholders' dividends                               1.4      1.7       3.6      2.7       5.0      4.4

Underwriting (loss) profit                         $ (17.9) $ (28.3)  $  (1.8) $  10.4   $ (19.7) $ (17.9)


</TABLE>





Revenues

Commercial segment net premiums earned for the six months ended June 30,
1996  decreased  $3.1  million, or 1.0%, to $369.7  million.   Hanover's
commercial segment net premiums earned decreased $11.2 million, or 4.7%,
to  $226.4 million. This decrease is primarily attributable to Hanover's
withdrawal  from  a  large  voluntary pool on  December  1,  1995.  Rate
decreases in all commercial lines and decreases in policies in force  in
the  commercial multiple peril line also contributed to the decrease  in
net earned premium at Hanover. Citizens' commercial segment net premiums
earned  increased $8.1 million, or 6.0%, to $143.3 million  in  the  six
months ended June 30, 1996. The increase is primarily attributable to  a
5.8% increase in policies in force in the commercial multiple peril line
since December 31, 1995.  Rates  in the workers' compensation line  were
decreased  8.5%, 7.0% and 6.4% effective May 1, 1995, December 1,  1995,
and June 1, 1996, respectively.

Underwriting results

The  commercial segment underwriting loss for the six months ended  June
30,  1996  increased  $1.8 million, or 10.1% to a loss of $19.7 million.
Hanover's underwriting loss improved $10.4 million, or 36.7%, to a  loss
of $17.9 million and Citizens' underwriting profit decreased $12.2 
million, to  a loss of $1.8 million in the six months ended June 30,
1996.

Hanover's commercial segment losses and LAE decreased $14.7 million,  or
8.7%,  to  $154.8 million in the six months ended June 30,  1996.   This
improvement is primarily attributable to a decrease of $12.1 million  in
the   commercial  automobile  line  as  a  result  of  favorable  claims
experience  on the current and prior years and an $8.9 million  decrease
in  losses  in  LAE resulting from the withdrawal of a  large  voluntary
pool.  However,  losses and LAE in the commercial multiple  peril  lines
increased  $5.9 million, to $80.7 million, primarily due to an  increase
in  catastrophes from $5.0 million in 1995 to $7.9 million in 1996,  and
to increased severity in this line.

Citizens'  underwriting  profit decreased  primarily  due  to  increased
claims  activity in the commercial multiple peril line,  resulting  from
severe  weather  and  catastrophe losses which adversely  impacted  this
line.  Commercial  multiple  peril   losses  and  LAE  increased   $12.5
million,  or  63.1%, to $32.3 million in the six months ended  June  30,
1996.  Catastrophe losses were $3.0 million in this segment  during  the
six months ended June 30, 1996. There were no catastrophe losses in this
segment for the comparable period of 1995.

Policy  acquisition and other underwriting expenses  in  the  commercial
segment  decreased  $7.8 million, or 6.0%, to $121.7 million in the  six
months  ended  June 30, 1996. Hanover's policy acquisition expenses  and
other  underwriting expenses decreased $6.6 million, or 7.0%,  to  $88.1
million,  primarily attributable to a $5.2 million decrease in  expenses
associated  with  a change in estimate in deferred expenses  during  the
second  quarter of 1996, and by the effect of decreases  in  net  earned
premium.  Hanover  revised  its estimate of deferred  acquisition  costs
during the quarter to reflect changes in variable underwriting expenses.
This was partially offset by a $1.2 million increase associated with the
policy  administration technology project. Citizens' policy  acquisition
and  other  underwriting  expenses in the commercial  segment  decreased
$1.2  million,  or  3.4%,  to $33.6 million, primarily  attributable  to
decreases  in  employee  related expenses  and  contingent  commissions,
partially offset by the effect of increases in net earned premium.

Reserve for  Losses and Loss Adjustment Expenses

The  Company  regularly updates its reserve estimates as new information
becomes  available  and  further  events  occur  which  may  impact  the
resolution  of unsettled claims. Changes in prior reserve estimates  are
reflected  in  results  of  operations in  the  year  such  changes  are
determined  to  be  needed and recorded.  The  table  below  provides  a
reconciliation of the beginning and ending reserve for unpaid losses and
LAE as follows:





<TABLE>
<S>                                                                  <C>           <C>

For the six months ended June 30,  (In millions)                          1996         1995

Reserve for losses and LAE, beginning of period                      $  2,896.0    $ 2,821.7

Incurred losses and LAE, net of reinsurance recoverable: 
                  
   Provision for insured events of the current year                       743.6        685.6
   
   Decrease in provision for insured events of prior years                (55.7)       (45.4)
                                        
Total incurred losses and LAE                                             687.9        640.2

Payments, net of reinsurance recoverable:  
                                         
    Losses and LAE attributable to insured events of current year         300.9        236.5
   
    Losses and LAE attributable to insured events of prior years          386.1        365.2

Total payments                                                            687.0        601.7
                                                       
Change in reinsurance recoverable on unpaid losses                        (31.8)        (3.7)

Reserve for losses and LAE, end of period                            $  2,865.1    $ 2,856.5
         
                                       
</TABLE>





As  part of an ongoing process, the reserves have been re-estimated  for
all  prior accident years and were decreased by $55.7 million and  $45.4
million  for  the  six  month periods ended  June  30,  1996  and  1995,
respectively. The increase in favorable development on prior years' loss
reserves of $10.3 million results primarily from a $7.3 million increase
in  favorable development at Citizens to $14.3 million. The increase  in
favorable  reserve  development at Citizens in 1996, primarily  reflects
reduced  medical  costs  in  the  personal  automobile  line.  Hanover's
favorable development remained relatively stable at $41.4 million during
the  six  months ended June 30, 1996.  Hanover continues  to  experience
favorable  development in the personal automobile, workers' compensation
and commercial automobile lines.  However, the commercial multiple peril
line continues to develop unfavorably.

Investment Portfolio

The  Company's investment portfolio decreased $77.1 million, to $3,742.5
million during the six months ended June 30, 1996, from $3,819.6 million
at  December  31,  1995.  Debt securities increased  $12.6  million,  to
$3,369.1 million, from $3,356.5 million, and represented 90.0% and 87.9%
of  the  carrying value of all investments at June 30, 1996 and December
31, 1995, respectively.  This increase is consistent with  the Company's
strategy  of  increasing the level of debt securities in the  portfolio.
This  was  accomplished  by  reducing  the  level  of  equities  in  the
portfolio,  which  resulted  in  a  $91.6  million  decrease  in  equity
securities to $346.5 million in the six months ended June 30, 1996.  Tax-
exempt  securities  increased $64.3 million, to $2,211.0  million,  from
$2,146.7  million during the six months ended June 30, 1996.  Tax-exempt
securities represented 65.6% of total debt securities at June  30,  1996
compared  to  64.0%  at December 31, 1995.  This increase  reflects  the
Company's efforts to maximize after-tax investment income.

Net unrealized appreciation in the investment portfolio at June 30, 1996
was  $120.3  million  compared to $221.1 million at December  31,  1995.
Unrealized  depreciation in the six month period was $92.3  million  and
$8.5  million  on  debt securities and equities and  other  investments,
respectively.

Liquidity and Capital Resources

Liquidity describes the ability of a company to generate sufficient cash
flows  to  meet  the  cash requirements of business  operations.   As  a
holding  company, Allmerica P&C's primary source of cash for the payment
of  dividends  to  its  shareholders is  dividends  from  its  insurance
subsidiaries.   However,  dividend payments  to  Allmerica  P&C  by  its
insurance  subsidiaries  are  subject to limitations  imposed  by  state
regulators, such as the requirement that cash  dividends be paid out  of
unreserved  and  unrestricted earned surplus  and  restrictions  on  the
payment of "extraordinary" dividends, as defined.

Sources  of  cash  for  the Company's insurance  subsidiaries  are  from
premiums collected, investment income and maturing investments.  Primary
cash  outflows  are  paid  losses and loss adjustment  expenses,  policy
acquisition   expenses,  other  underwriting  expenses  and   investment
purchases.   Cash  outflows related to claim losses and loss  adjustment
expenses can be variable because of uncertainties surrounding settlement
dates for liabilities for unpaid losses and because of the potential for
large losses either individually or in the aggregate.  Accordingly,  the
Company's   strategy  is  to  monitor  available  cash  and   short-term
investment  balances  in relation to projected cash  needs  by  matching
maturities  of  investments  with  expected  payments  of  current   and
long-term  liabilities.  The Company periodically adjusts its investment
policy   to  respond  to  changes  in  short-term  and  long-term   cash
requirements.

Net cash used for operating activities for the six months ended June 30,
1996  was  $1.4  million,  compared to $72.0  million  provided  in  the
comparable prior year period. This decrease is primarily attributable to
the  increase in underwriting losses during the first six months of 1996
which resulted in an increase in claims payments.

Net  cash provided by investing activities was $19.4 million for the six
months  ended June 30, 1996 compared to cash used of  $222.2 million  in
the comparable prior year period. Cash used for investing activities has
declined due to the decrease in cash flow from operations.

Net cash used for financing activities for the six months ended June 30,
1996  was  $49.4  million, compared to $24.2 million in  the  comparable
prior  year period. This change primarily reflects share repurchases  of
1.2 million shares of the Company's common stock compared to 0.6 million
in  the  comparable  period  of 1995. The Company  implemented  a  stock
repurchase program of up to three million shares in December 1994.

Shareholders'  equity was $1,490.3 million at June 30, 1996,  or  $24.99
per  share, compared to $1,509.3 million at December 31, 1995, or $24.82
per  share.  Shareholders' equity reflects net income for the six  month
period  and the impact of a decrease of $61.4 million due to a  decrease
in  the  fair  values of available-for-sale debt and equity  securities.
Changes  in  shareholders' equity related to the  unrealized  values  of
underlying portfolio investments will continue to be volatile as  market
prices  of  debt securities fluctuate with changes in the interest  rate
environment.

The  Company  expects to continue to pay dividends  in  the  foreseeable
future.  However, payment of future dividends is subject to the Board of
Directors'  approval and is dependent upon earnings  and  the  financial
condition of the Company.

Based  on  current trends, the Company expects to continue  to  generate
sufficient positive operating cash to meet all short-term and  long-term
cash  requirements.   The Company maintains a high degree  of  liquidity
within  the investment portfolio in fixed maturities, common  stock  and
short-term investments.  The Company also has unsecured lines of  credit
with  certain banks to support its commercial paper borrowings.  At June
30,  1996,  these lines totaled $80.0 million and are subject to  annual
renewal.   There were no borrowings under these lines of  credit  during
the  six months ended June 30, 1996.  In addition, the holding company's
financial  structure provides the flexibility to obtain funds externally
through debt or equity financing, if needed.
                                
                                
                                
                                
                   PART II - OTHER INFORMATION
                                
                             ITEM 4
                                
                                
       Submission of Matters to a Vote of Security Holders
                                
The  Registrant's annual shareholders meeting was held on May 21,  1996.
All  eleven persons nominated for directors by management were named  in
proxies for the meeting, which were solicited pursuant to Regulation 14A
of  the Securities Exchange Act of 1934. The following individuals  were
elected for one year terms:
         
                                



                                
                                
                            
                                VOTES              WITHHELD
                                 FOR
Michael P. Angelini         55,759,528               550,494
David A. Barrett            56,262,846                47,176
Gail L. Harrison            56,276,021                34,001                   
James A Cotter, Jr.         56,256,681                53,341
M. Howard Jacobson          56,177,282               132,740
Dona Scott Laskey           56,256,793                53,229
John F. O'Brien             56,248,521                61,501
Eric A. Simonsen            56,264,021                46,001
Robert G. Stachler          56,195,745               114,277
Herbert M. Varnum           56,254,696                55,326
Richard M. Wall             56,197,555               112,467
                    






Shareholders ratified the appointment of Price Waterhouse LLP as the
Independent Public Accountants of the Company for 1996: for 56,286,253;
against 11,695; withheld 12,074.

                            
                                              ITEM 6

                                  Exhibits and Reports on Form 8-K

(a)  Exhibits.

       EX - 11                    Statement regarding computation
                                    of per share earnings.
       EX - 27                    Financial Data Schedule
                            

(b)  Reports on Form 8-K None.


                                
                                



  


                           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.
   

          Allmerica Property & Casualty Companies, Inc.
                           Registrant




Dated   August 13, 1996      /s/  John F. O'Brien
                             John F. O'Brien
                             President Chief Executive Officer
                             
                             


Dated   August 13, 1996      /s/  Eric A. Simonsen
                             Eric A. Simonsen
                             Vice President, Chief Financial
                             Officer and Principal Accounting Officer

  

  
  


                                           
<TABLE>                                           
                                           
                                           
                                           Exhibit 11

                  ALLMERICA PROPERTY & CASUALTY COMPANIES, INC. AND SUBSIDIARIES
                      STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
                        For the Periods Ended June 30, 1996 and 1995
                                         (Unaudited)
                   
<S>                                          <C>       <C>       <C>       <C>
                                              Three Months Ended  Six Months Ended
                                                   June 30,            June 30,
                                               1996       1995     1996       1995
Primary:
  Average shares outstanding                    59.6       61.4     60.0       61.6
  Net effect of dilutive stock options
    based on the treasury stock
    method using average market
    price                                        0.1          -      0.1          -

                                       TOTALS   59.7       61.4     60.1       61.6


  Net income                                 $  28.6   $   36.4  $  78.2   $   69.1
  Per share amount                           $  0.48   $   0.59  $  1.30   $   1.12



Fully diluted:
  Average shares outstanding                    59.6       61.4     60.0       61.6
  Net effect of dilutive stock options
    based on the treasury stock
    method using the higher of
    period end or average market 
    price                                        0.1          -      0.1          -

                                       TOTALS   59.7       61.4     60.1       61.6


  Net income                                 $  28.6   $   36.4  $  78.2   $   69.1
  Per share amount                           $  0.48   $   0.59  $  1.30   $   1.12




</TABLE>




                   




                 


<TABLE> <S> <C>

<ARTICLE> 7
<MULTIPLIER> 1,000,000
       
<S>                             <C>
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