SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM 8-K
                               CURRENT REPORT

                   Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934

                             November 6, 1996        
              Date of Report (Date of earliest event reported)

                         THE PAUL REVERE CORPORATION            
           (Exact name of registrant as specified in its charter)

      Massachusetts               1-12266            04-3176707       
     (State or other     (Commission File Number)  (IRS Employer
     jurisdiction of                               Identification No.)
     incorporation)

          18 Chestnut Street, Worcester, Massachusetts  01608-1528
         (Address of principal executive offices)      (Zip Code)

                                (508) 799-4441                 
            (Registrant's telephone number, including area code)

                                Not Applicable                     
       (Former name or former address, if changed since last report)



     ITEM 5.   OTHER EVENTS

               On November 6, 1996, the Registrant and Provident
     Companies, Inc. ("Parent") announced that they had amended and
     restated the Agreement and Plan of Merger, dated as of April 29,
     1996 (the "Merger Agreement"), by and among Parent, Patriot
     Acquisition Corporation ("Newco") and the Registrant, by
     executing an Amended and Restated Agreement and Plan of Merger,
     dated as of April 29, 1996 (the "Amended and Restated Merger
     Agreement").  Among other things, the Amended and Restated Merger
     Agreement extends the date as of which the parties would be
     entitled to terminate the agreement to May 28, 1997 and adjusts
     the exchange ratio to be used in determining the number of shares
     of common stock of Parent that Textron Inc. ("Textron"), which
     owns approximately 83% of the Registrant's outstanding shares of
     common stock, will be entitled to receive in the Merger (as
     defined below).

               Consistent with the Merger Agreement, the Amended and
     Restated Merger Agreement provides that, among other things,
     Newco will be merged with and into the Registrant (the "Merger")
     and the Registrant will become a wholly owned subsidiary of
     Parent and that, at the effective time of the Merger, each share
     of the Registrant's common stock, par value $1.00 per share (the
     "Shares"), held by stockholders of the Registrant other than
     Textron shall be cancelled and extinguished and converted into
     the right to receive, at the election of the holder of such Share
     (i) $26.00 in cash without interest thereon; (ii) a number of
     shares of common stock, par value $1.00 per share, of Parent
     ("Parent Common Stock") equal to the product of 26 and the
     Exchange Ratio (as defined below); or (iii) $20.00 in cash plus a
     number of shares of Parent Common Stock equal to the product of 6
     and the Exchange Ratio.  The Exchange Ratio shall be determined
     by dividing $1.00 by the average of closing prices for the Parent
     Common Stock as reported in the New York Stock Exchange, Inc.
     ("NYSE") Composite Transactions for the twenty trading days
     ending on the fifth trading day prior to the effective time of
     the Merger as reported in The Wall Street Journal, except that
     the Exchange Ratio shall under no circumstances be higher than
     0.0343 or lower than 0.0295.

               In addition, the Amended and Restated Merger Agreement
     provides that the number of shares of Parent Common Stock which
     Textron will be entitled to receive in exchange for each Share
     held by it (in addition to the $20.00 in cash which Textron will
     be entitled to receive in exchange for each such Share) will be
     determined on the basis of the Textron Exchange Ratio (as defined
     below) instead of the Exchange Ratio which is applicable to
     Shares held by the other stockholders of the Registrant.

               The "Textron Exchange Ratio" will be determined by
     dividing $1.00 by the average of the closing prices for the
     Parent Common Stock as reported in the NYSE Composite
     Transactions for the twenty trading days ending on the fifth
     trading day prior to the effective time of the Merger as reported
     in The Wall Street Journal, except that the Textron Exchange
     Ratio shall under no circumstances be higher than 0.0343 or lower
     than 0.0263.

               As a result of discussions between representatives of
     Textron and Parent, in order to induce Parent to agree to enter
     into the Amended and Restated Merger Agreement, Textron agreed,
     among other things, (i) to the consideration payable to Textron
     in the Merger described above, (ii) concurrently with the
     consummation of the Merger, to pay to Parent $25 million in cash,
     (iii) at or prior to the effective time of the Merger, to
     contribute to Paul Revere one used Cessna aircraft, (iv) that
     Parent will have the right, as soon as the same becomes available
     to Textron from the manufacturer, to receive from Textron one new
     Cessna aircraft and (v) that, at or prior to the effective time
     of the Merger, Textron will make a capital contribution to the
     Registrant in the amount of the statutory reserve strengthening
     required by the Commissioner of Insurance of the Commonwealth of
     Massachusetts as a condition to granting any necessary consents
     in connection with the transactions contemplated by the Amended
     and Restated Merger Agreement, subject to a requirement that
     Textron contribute at least $100 million, but under no
     circumstances in excess of $180 million, for such purposes.  In
     addition, Textron has agreed, under certain circumstances, to
     indemnify the Registrant and certain Registrant-related parties
     (including Parent and certain Parent-related parties) for claims
     brought by stockholders or former stockholders of the Registrant
     or Textron, or by any governmental authority or agency, which
     relate to the adequacy of the Registrant's individual disability
     reserves.

               In addition to the approval of the Merger Agreement by
     the Registrant's stockholders, the Merger is subject to, among
     other things, the effectiveness of a registration statement
     relating to the shares of Parent Common Stock to be issued in the
     Merger and the approval of such issuance by stockholders of
     Parent, and certain regulatory approvals, including in particular
     the approval of the Commonwealth of Massachusetts Division of
     Insurance.

               The foregoing is qualified in its entirety by reference
     to the Amended and Restated Merger Agreement and the Registrant's
     and Parent's joint press release dated November 6, 1996, copies
     of which are attached as Exhibit (2)(a) hereto and Exhibit
     (20)(a) hereto, respectively, and which are hereby incorporated
     by reference herein.

     ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
               AND EXHIBITS

     (2)(a)         Amended and Restated Agreement and Plan of Merger,
                    dated as of April 29, 1996, by and among Provident
                    Companies, Inc., Patriot Acquisition Corporation
                    and The Paul Revere Corporation

     (20)(a)        Joint Press Release dated November 6, 1996



                                 SIGNATURE

               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 hereunto duly authorized.

                                   THE PAUL REVERE CORPORATION

    Date: November 8, 1996         By:  /s/ John H. Budd           
                                      Name:  John H. Budd
                                      Title: Senior Vice President,
                                             General Counsel and Clerk



                                EXHIBIT INDEX
                 
    Exhibit      Description

    (2)(a)       Amended and Restated
                 Agreement and Plan of Merger,
                 dated as of April 29, 1996,
                 by and among Provident
                 Companies Inc., Patriot
                 Acquisition Corp. and the
                 Registrant

    (20)(a)      Press Release dated November 6, 1996
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 8688}]
{"company-data": {"conformed-name": "REVERE PAUL CORP /MA/", "cik": "0000910648", "assigned-sic": "6321", "irs-number": "043176707", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-12266", "film-number": "96657639"}, "business-address": {"street1": "18 CHESTNUT ST", "city": "WORCESTER", "state": "MA", "zip": "01608", "phone": "5087994441"}, "mail-address": {"street2": "18 CHESNUT ST", "city": "WORCESTER", "state": "MA", "zip": "01608"}}
SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM 8-K
                               CURRENT REPORT

                   Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934

                             November 6, 1996        
              Date of Report (Date of earliest event reported)

                         THE PAUL REVERE CORPORATION            
           (Exact name of registrant as specified in its charter)

      Massachusetts               1-12266            04-3176707       
     (State or other     (Commission File Number)  (IRS Employer
     jurisdiction of                               Identification No.)
     incorporation)

          18 Chestnut Street, Worcester, Massachusetts  01608-1528
         (Address of principal executive offices)      (Zip Code)

                                (508) 799-4441                 
            (Registrant's telephone number, including area code)

                                Not Applicable                     
       (Former name or former address, if changed since last report)

     ITEM 5.   OTHER EVENTS

               On November 6, 1996, the Registrant and Provident
     Companies, Inc. ("Parent") announced that they had amended and
     restated the Agreement and Plan of Merger, dated as of April 29,
     1996 (the "Merger Agreement"), by and among Parent, Patriot
     Acquisition Corporation ("Newco") and the Registrant, by
     executing an Amended and Restated Agreement and Plan of Merger,
     dated as of April 29, 1996 (the "Amended and Restated Merger
     Agreement").  Among other things, the Amended and Restated Merger
     Agreement extends the date as of which the parties would be
     entitled to terminate the agreement to May 28, 1997 and adjusts
     the exchange ratio to be used in determining the number of shares
     of common stock of Parent that Textron Inc. ("Textron"), which
     owns approximately 83% of the Registrant's outstanding shares of
     common stock, will be entitled to receive in the Merger (as
     defined below).

               Consistent with the Merger Agreement, the Amended and
     Restated Merger Agreement provides that, among other things,
     Newco will be merged with and into the Registrant (the "Merger")
     and the Registrant will become a wholly owned subsidiary of
     Parent and that, at the effective time of the Merger, each share
     of the Registrant's common stock, par value $1.00 per share (the
     "Shares"), held by stockholders of the Registrant other than
     Textron shall be cancelled and extinguished and converted into
     the right to receive, at the election of the holder of such Share
     (i) $26.00 in cash without interest thereon; (ii) a number of
     shares of common stock, par value $1.00 per share, of Parent
     ("Parent Common Stock") equal to the product of 26 and the
     Exchange Ratio (as defined below); or (iii) $20.00 in cash plus a
     number of shares of Parent Common Stock equal to the product of 6
     and the Exchange Ratio.  The Exchange Ratio shall be determined
     by dividing $1.00 by the average of closing prices for the Parent
     Common Stock as reported in the New York Stock Exchange, Inc.
     ("NYSE") Composite Transactions for the twenty trading days
     ending on the fifth trading day prior to the effective time of
     the Merger as reported in The Wall Street Journal, except that
     the Exchange Ratio shall under no circumstances be higher than
     0.0343 or lower than 0.0295.

               In addition, the Amended and Restated Merger Agreement
     provides that the number of shares of Parent Common Stock which
     Textron will be entitled to receive in exchange for each Share
     held by it (in addition to the $20.00 in cash which Textron will
     be entitled to receive in exchange for each such Share) will be
     determined on the basis of the Textron Exchange Ratio (as defined
     below) instead of the Exchange Ratio which is applicable to
     Shares held by the other stockholders of the Registrant.

               The "Textron Exchange Ratio" will be determined by
     dividing $1.00 by the average of the closing prices for the
     Parent Common Stock as reported in the NYSE Composite
     Transactions for the twenty trading days ending on the fifth
     trading day prior to the effective time of the Merger as reported
     in The Wall Street Journal, except that the Textron Exchange
     Ratio shall under no circumstances be higher than 0.0343 or lower
     than 0.0263.

               As a result of discussions between representatives of
     Textron and Parent, in order to induce Parent to agree to enter
     into the Amended and Restated Merger Agreement, Textron agreed,
     among other things, (i) to the consideration payable to Textron
     in the Merger described above, (ii) concurrently with the
     consummation of the Merger, to pay to Parent $25 million in cash,
     (iii) at or prior to the effective time of the Merger, to
     contribute to Paul Revere one used Cessna aircraft, (iv) that
     Parent will have the right, as soon as the same becomes available
     to Textron from the manufacturer, to receive from Textron one new
     Cessna aircraft and (v) that, at or prior to the effective time
     of the Merger, Textron will make a capital contribution to the
     Registrant in the amount of the statutory reserve strengthening
     required by the Commissioner of Insurance of the Commonwealth of
     Massachusetts as a condition to granting any necessary consents
     in connection with the transactions contemplated by the Amended
     and Restated Merger Agreement, subject to a requirement that
     Textron contribute at least $100 million, but under no
     circumstances in excess of $180 million, for such purposes.  In
     addition, Textron has agreed, under certain circumstances, to
     indemnify the Registrant and certain Registrant-related parties
     (including Parent and certain Parent-related parties) for claims
     brought by stockholders or former stockholders of the Registrant
     or Textron, or by any governmental authority or agency, which
     relate to the adequacy of the Registrant's individual disability
     reserves.

               In addition to the approval of the Merger Agreement by
     the Registrant's stockholders, the Merger is subject to, among
     other things, the effectiveness of a registration statement
     relating to the shares of Parent Common Stock to be issued in the
     Merger and the approval of such issuance by stockholders of
     Parent, and certain regulatory approvals, including in particular
     the approval of the Commonwealth of Massachusetts Division of
     Insurance.

               The foregoing is qualified in its entirety by reference
     to the Amended and Restated Merger Agreement and the Registrant's
     and Parent's joint press release dated November 6, 1996, copies
     of which are attached as Exhibit (2)(a) hereto and Exhibit
     (20)(a) hereto, respectively, and which are hereby incorporated
     by reference herein.

     ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
               AND EXHIBITS

     (2)(a)         Amended and Restated Agreement and Plan of Merger,
                    dated as of April 29, 1996, by and among Provident
                    Companies, Inc., Patriot Acquisition Corporation
                    and The Paul Revere Corporation

     (20)(a)        Joint Press Release dated November 6, 1996

                                 SIGNATURE

               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 hereunto duly authorized.

                                   THE PAUL REVERE CORPORATION

    Date: November 8, 1996         By:  /s/ John H. Budd           
                                      Name:  John H. Budd
                                      Title: Senior Vice President,
                                             General Counsel and Clerk

                                EXHIBIT INDEX
                 
    Exhibit      Description

    (2)(a)       Amended and Restated
                 Agreement and Plan of Merger,
                 dated as of April 29, 1996,
                 by and among Provident
                 Companies Inc., Patriot
                 Acquisition Corp. and the
                 Registrant

    (20)(a)      Press Release dated November 6, 1996