<PAGE>
 
   As filed with the Securities and Exchange Commission on February 17, 1999
                                                                   File No. 333-

================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                   Form S-8
                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

                            -----------------------

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

           Delaware                                           04-3263626
  State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                       Identification Number)
                                        
                            -----------------------

                              440 Lincoln Street
                        Worcester, Massachusetts  01653
                                (508) 855-1000
         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

                            -----------------------


                             Citizens Corporation
                      1994 Long Term Stock Incentive Plan

                           (Full title of each plan)

                            -----------------------

                              JOHN F. KELLY, ESQ.
                              440 Lincoln Street
                        Worcester, Massachusetts  01653
                                (508) 855-1000
             (Name and address, including zip code, and telephone
 number, including area code, of agent for service of process for registrant)

                            -----------------------

                                With copies to:

                            LAUREN I. NORTON, ESQ.
                                 Ropes & Gray
                            One International Place
                          Boston, Massachusetts 02110
                                (617) 951-7000

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
 Title of securities to be    Amount to be       Proposed maximum           Proposed maximum          Amount of
 registered                  registered (1)  offering price per share   aggregate offering price   registration fee
 
-------------------------------------------------------------------------------------------------------------------
<S>                          <C>             <C>                        <C>                        <C>
Common Stock,                4,125 shares           $ 24.77                    $  102,176             $ 28.41
par value $0.01              5,541 shares           $ 27.00                    $  149,607             $ 41.59
                             9,051 shares           $ 27.41                    $  248,088             $ 68.97
                             14,101 shares          $ 29.64                    $  417,954             $116.19
                             3,695 shares           $ 30.66                    $  113,289             $ 31.49
-------------------------------------------------------------------------------------------------------------------
Total                        36,513 shares          $ 28.24 (2)                $1,031,114             $286.65
-------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) This Registration Statement covers shares of Common Stock issuable upon
    exercise of options granted under the Citizens Corporation 1994 Long Term
    Stock Incentive Plan and assumed by Allmerica Financial Corporation pursuant
    to a merger. In addition, this Registration Statement covers an
    indeterminate number of additional shares of Common Stock which may be
    issued under such plans as a result of stock splits, stock dividends or
    similar transactions in accordance with the provisions of such plans.
(2) Based on the weighted average of the proposed maximum offering prices per
    share listed above.

================================================================================
                            Exhibit Index on page 8
<PAGE>
 
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Note:  The document(s) containing the information required by Item 1 of this
Form S-8 and the statement of availability of information of Allmerica Financial
Corporation (the "Company"), and other information required by Item 2 of this
Form will be sent or given to employees as specified by Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act").  In accordance with
Rule 428 and the requirements of Part I of Form S-8, such documents are not
being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.  The Company shall maintain a file of such
documents in accordance with the provisions of Rule 428.  Upon request, the
Company shall furnish to the Commission or its staff a copy of any or all of the
documents included in such file.

                                      -2-
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     Allmerica Financial Corporation (the "Company") hereby incorporates by
reference the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission"):

   (a) The Company's Annual Report on Form 10-K for the fiscal year ended
       December 31, 1997;

   (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended March
       31, 1998, June 30, 1998 and September 30, 1998;

   (c) The description of the common stock of the Company contained in the
       Company's Registration Statement on Form S-1 (File No. 33-91766) which
       the Commission declared effective on October 10, 1995, and any amendment
       or report filed for the purpose of updating any such description;

   (d) The Company's Current Reports on Form 8-K dated February 10, 1998, June
       12, 1998, August 3, 1998, October 19, 1998, October 27, 1998, November 3,
       1998, November 17, 1998, November 25, 1998, December 4, 1998, December 7,
       1998, December 15, 1998, and February 5, 1999;

   (e) The Company's Annual Report to Stockholders for the fiscal year ended
       December 31, 1997; and

   (g) All other reports filed by the Registrant with the Securities and
       Exchange Commission pursuant to Section 13(a) or Section 15(d) of the
       Securities Exchange Act of 1934 (the "Exchange Act") since the end of the
       fiscal year covered by the Registrant's Annual Report referred to above.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment to this registration statement that indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of the filing of such documents.

Item 4.  Description of Securities.

Not required.

Item 5.  Interests of Named Experts and Counsel.

The validity of the shares of Common Stock offered hereunder has been passed
upon by John F. Kelly, Vice President and General Counsel of the Company.

Item 6.  Indemnification of Directors and Officers.

     The Company is a Delaware corporation.  Section 102(b)(7) of the Delaware
General Corporation Law (the "DGCL") enables a corporation in its original
certificate of incorporation or an amendment thereto to eliminate or limit the
personal liability of a director to the corporation or its stockholders for
monetary damages for violations of the director's fiduciary duty, except (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Section
174 of the DGCL (providing for liability of directors for unlawful payment 

                                      -3-
<PAGE>
 
of dividends or unlawful stock purchases or redemptions) or (iv) for any
transaction from which a director derived an improper personal benefit. The
Certificate of Incorporation and By-Laws of the Company contain provisions
eliminating the liability of directors to the extent permitted by Section
102(b)(7) of the DGCL.

     Section 145 of the DGCL provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.  Section 145 further provides that a corporation similarly
may indemnify any such person serving in any such capacity who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor, against expenses actually and reasonably incurred in connection with
the defense or settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation and except that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent that the Delaware
Court of Chancery or such other court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.  The Certificate of Incorporation of the
Company provides for indemnification of each of the Company's directors,
officers and employees to the full extent permitted by the DGCL.

     The Registrant and its subsidiaries and affiliates maintain various
directors' and officers' insurance policies.

Item 7.  Exemption From Registration Claimed.

Not applicable.

Item 8.  Exhibits.

Exhibit

 4.1.  Citizens Corporation 1994 Long Term Stock Incentive Plan
       dated June 3, 1994 (filed as Exhibit 10.17 to Citizens' Annual Report for
       the year ended December 31, 1994 on Form 10-K, filed March 29, 1995 and
       incorporated herein by reference).
  
 4.2   Certificate of Incorporation of the Company.*
 
 4.3   By-Laws of the Company.*
 
 4.4   Specimen Certificate of Common Stock.*
 
 5.    Opinion of John F. Kelly, Vice President and General Counsel.

23.1.  Consent of PricewaterhouseCoopers LLP.
 
23.2.  Consent of John F. Kelly, Vice President and General Counsel (contained
       in the opinion filed as Exhibit 5 to this registration statement).

  24.  Power of Attorney (included in Part II of this registration statement 
       under the caption "Signatures").
_______________
*Incorporated herein by reference to the Registrant's Registration Statement on
Form S-1 (No. 33-91766) originally filed with the Securities and Exchange
Commission on May 1, 1995.

                                      -4-
<PAGE>
 
Item 9.   Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

     (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

     (ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;

     (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in this registration statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above shall not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                      -5-
<PAGE>
 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Worcester, Commonwealth
of Massachusetts, on the 16th day of February, 1999.

                                    ALLMERICA FINANCIAL CORPORATION



                                    By   /s/ John F. O'Brien
                                         ------------------------------------
                                         Name:   John F. O'Brien
                                         Title:  Chief Executive Officer,
                                                 President and Director

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 16, 1999.

     KNOW ALL MEN BY THESE PRESENTS that each officer and director of Allmerica
Financial Corporation whose signature appears below constitutes and appoints
John F. O'Brien, John F. Kelly and Edward J. Parry III and each of them, his or
her true and lawful attorney-in-fact and agent, with full power of substitution
and revocation, for him or her and in his or her name, place and stead, in any
and all capacities, to execute any and all amendments, or any post-effective
amendments and supplements to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
 
              Signature                                 Title
              ---------                                 -----                 
 
       /s/ John F. O'Brien              Chief Executive Officer, President
--------------------------------------  and Director (Principal Executive
           John F. O'Brien              Officer)
                   
 
       /s/ Edward J. Parry              Chief Financial Officer (Principal
--------------------------------------  Financial and Accounting Officer)
           Edward  J. Parry

       /s/ Michael P. Angelini          Director
-------------------------------------- 
           Michael P. Angelini

       /s/ E. Gordon Gee                Director
--------------------------------------
           E. Gordon Gee
 
       /s/ Samuel J. Gerson             Director
--------------------------------------
           Samuel J. Gerson

       /s/ Gail L. Harrison             Director
-------------------------------------- 
           Gail L. Harrison

      /s/  Robert P. Henderson          Director
-------------------------------------- 
           Robert P. Henderson

                                      -6-
<PAGE>
 
      /s/  M Howard Jacobson            Director
--------------------------------------
           M Howard Jacobson

      /s/  J. Terrence Murray           Director
--------------------------------------
           J. Terrence Murray
 
      /s/  Robert J. Murray             Director
-------------------------------------- 
           Robert J. Murray

      /s/  John L. Sprague              Director
-------------------------------------- 
           John L. Sprague

      /s/  Robert G. Stachler           Director
-------------------------------------- 
           Robert G. Stachler

      /s/  Herbert M. Varnum            Director
-------------------------------------- 
           Herbert M. Varnum

      /s/  Richard M. Wall              Director
-------------------------------------- 
           Richard M. Wall

                                      -7-
<PAGE>
 
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit                                                                                     Page
-------                                                                                    ------
Number   Title of Exhibit                                                                  Number
------   ----------------                                                                  ------
<C>      <S>                                                                               <C>
   4.1.  Citizens Corporation 1994 Long Term Stock Incentive Plan
         dated June 3, 1994 (filed as Exhibit 10.17 to Citizens' Annual Report for
         the year ended December 31, 1994 on Form 10-K, filed March 29, 1995
         and incorporated herein by reference).
 
    4.2  Certificate of Incorporation of the Company.*
 
    4.3  By-Laws of the Company.*
 
    4.4  Specimen Certificate of Common Stock.*
 
    5.   Opinion of John F. Kelly, Vice President and General Counsel.

  23.1.  Consent of PricewaterhouseCoopers LLP.

  23.2.  Consent of  John F. Kelly, Vice President and General Counsel
         (contained in the opinion filed as Exhibit 5 to this registration statement).

    24.  Power of Attorney (included in Part II of this registration statement
         under the caption "Signatures").
 
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21538}]
{"company-data": {"conformed-name": "ALLMERICA FINANCIAL CORP", "cik": "0000944695", "assigned-sic": "6331", "irs-number": "043263626", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72491", "film-number": "99544456"}, "business-address": {"street1": "440 LINCOLN ST", "city": "WORCESTER", "state": "MA", "zip": "01653", "phone": "5088551000"}, "mail-address": {"street1": "440 LINCOLN ST", "city": "WORCESTER", "state": "MA", "zip": "01653"}}
As filed with the Securities and Exchange Commission on February 17, 1999
                                                                   File No. 333-

================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                   Form S-8
                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

                            -----------------------

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

           Delaware                                           04-3263626
  State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                       Identification Number)
                                        
                            -----------------------

                              440 Lincoln Street
                        Worcester, Massachusetts  01653
                                (508) 855-1000
         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

                            -----------------------

                             Citizens Corporation
                      1994 Long Term Stock Incentive Plan

                           (Full title of each plan)

                            -----------------------

                              JOHN F. KELLY, ESQ.
                              440 Lincoln Street
                        Worcester, Massachusetts  01653
                                (508) 855-1000
             (Name and address, including zip code, and telephone
 number, including area code, of agent for service of process for registrant)

                            -----------------------

                                With copies to:

                            LAUREN I. NORTON, ESQ.
                                 Ropes & Gray
                            One International Place
                          Boston, Massachusetts 02110
                                (617) 951-7000

                        CALCULATION OF REGISTRATION FEE
Title of securities to be    Amount to be       Proposed maximum           Proposed maximum          Amount of
 registered                  registered (1)  offering price per share   aggregate offering price   registration fee
 
-------------------------------------------------------------------------------------------------------------------
Common Stock,                4,125 shares           $ 24.77                    $  102,176             $ 28.41
par value $0.01              5,541 shares           $ 27.00                    $  149,607             $ 41.59
                             9,051 shares           $ 27.41                    $  248,088             $ 68.97
                             14,101 shares          $ 29.64                    $  417,954             $116.19
                             3,695 shares           $ 30.66                    $  113,289             $ 31.49
-------------------------------------------------------------------------------------------------------------------
Total                        36,513 shares          $ 28.24 (2)                $1,031,114             $286.65
-------------------------------------------------------------------------------------------------------------------
(1) This Registration Statement covers shares of Common Stock issuable upon
    exercise of options granted under the Citizens Corporation 1994 Long Term
    Stock Incentive Plan and assumed by Allmerica Financial Corporation pursuant
    to a merger. In addition, this Registration Statement covers an
    indeterminate number of additional shares of Common Stock which may be
    issued under such plans as a result of stock splits, stock dividends or
    similar transactions in accordance with the provisions of such plans.
(2) Based on the weighted average of the proposed maximum offering prices per
    share listed above.

================================================================================
                            Exhibit Index on page 8
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Note:  The document(s) containing the information required by Item 1 of this
Form S-8 and the statement of availability of information of Allmerica Financial
Corporation (the "Company"), and other information required by Item 2 of this
Form will be sent or given to employees as specified by Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act").  In accordance with
Rule 428 and the requirements of Part I of Form S-8, such documents are not
being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.  The Company shall maintain a file of such
documents in accordance with the provisions of Rule 428.  Upon request, the
Company shall furnish to the Commission or its staff a copy of any or all of the
documents included in such file.

                                      -2-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     Allmerica Financial Corporation (the "Company") hereby incorporates by
reference the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission"):

   (a) The Company's Annual Report on Form 10-K for the fiscal year ended
       December 31, 1997;

   (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended March
       31, 1998, June 30, 1998 and September 30, 1998;

   (c) The description of the common stock of the Company contained in the
       Company's Registration Statement on Form S-1 (File No. 33-91766) which
       the Commission declared effective on October 10, 1995, and any amendment
       or report filed for the purpose of updating any such description;

   (d) The Company's Current Reports on Form 8-K dated February 10, 1998, June
       12, 1998, August 3, 1998, October 19, 1998, October 27, 1998, November 3,
       1998, November 17, 1998, November 25, 1998, December 4, 1998, December 7,
       1998, December 15, 1998, and February 5, 1999;

   (e) The Company's Annual Report to Stockholders for the fiscal year ended
       December 31, 1997; and

   (g) All other reports filed by the Registrant with the Securities and
       Exchange Commission pursuant to Section 13(a) or Section 15(d) of the
       Securities Exchange Act of 1934 (the "Exchange Act") since the end of the
       fiscal year covered by the Registrant's Annual Report referred to above.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment to this registration statement that indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of the filing of such documents.

Item 4.  Description of Securities.

Not required.

Item 5.  Interests of Named Experts and Counsel.

The validity of the shares of Common Stock offered hereunder has been passed
upon by John F. Kelly, Vice President and General Counsel of the Company.

Item 6.  Indemnification of Directors and Officers.

     The Company is a Delaware corporation.  Section 102(b)(7) of the Delaware
General Corporation Law (the "DGCL") enables a corporation in its original
certificate of incorporation or an amendment thereto to eliminate or limit the
personal liability of a director to the corporation or its stockholders for
monetary damages for violations of the director's fiduciary duty, except (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Section
174 of the DGCL (providing for liability of directors for unlawful payment 

                                      -3-
of dividends or unlawful stock purchases or redemptions) or (iv) for any
transaction from which a director derived an improper personal benefit. The
Certificate of Incorporation and By-Laws of the Company contain provisions
eliminating the liability of directors to the extent permitted by Section
102(b)(7) of the DGCL.

     Section 145 of the DGCL provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.  Section 145 further provides that a corporation similarly
may indemnify any such person serving in any such capacity who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor, against expenses actually and reasonably incurred in connection with
the defense or settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation and except that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent that the Delaware
Court of Chancery or such other court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.  The Certificate of Incorporation of the
Company provides for indemnification of each of the Company's directors,
officers and employees to the full extent permitted by the DGCL.

     The Registrant and its subsidiaries and affiliates maintain various
directors' and officers' insurance policies.

Item 7.  Exemption From Registration Claimed.

Not applicable.

Item 8.  Exhibits.

Exhibit

 4.1.  Citizens Corporation 1994 Long Term Stock Incentive Plan
       dated June 3, 1994 (filed as Exhibit 10.17 to Citizens' Annual Report for
       the year ended December 31, 1994 on Form 10-K, filed March 29, 1995 and
       incorporated herein by reference).
  
 4.2   Certificate of Incorporation of the Company.*
 
 4.3   By-Laws of the Company.*
 
 4.4   Specimen Certificate of Common Stock.*
 
 5.    Opinion of John F. Kelly, Vice President and General Counsel.

23.1.  Consent of PricewaterhouseCoopers LLP.
 
23.2.  Consent of John F. Kelly, Vice President and General Counsel (contained
       in the opinion filed as Exhibit 5 to this registration statement).

  24.  Power of Attorney (included in Part II of this registration statement 
       under the caption "Signatures").
_______________
*Incorporated herein by reference to the Registrant's Registration Statement on
Form S-1 (No. 33-91766) originally filed with the Securities and Exchange
Commission on May 1, 1995.

                                      -4-
Item 9.   Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

     (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

     (ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;

     (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in this registration statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above shall not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                      -5-
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Worcester, Commonwealth
of Massachusetts, on the 16th day of February, 1999.

                                    ALLMERICA FINANCIAL CORPORATION

                                    By   /s/ John F. O'Brien
                                         ------------------------------------
                                         Name:   John F. O'Brien
                                         Title:  Chief Executive Officer,
                                                 President and Director

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 16, 1999.

     KNOW ALL MEN BY THESE PRESENTS that each officer and director of Allmerica
Financial Corporation whose signature appears below constitutes and appoints
John F. O'Brien, John F. Kelly and Edward J. Parry III and each of them, his or
her true and lawful attorney-in-fact and agent, with full power of substitution
and revocation, for him or her and in his or her name, place and stead, in any
and all capacities, to execute any and all amendments, or any post-effective
amendments and supplements to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
 
              Signature                                 Title
              ---------                                 -----                 
 
       /s/ John F. O'Brien              Chief Executive Officer, President
--------------------------------------  and Director (Principal Executive
           John F. O'Brien              Officer)
                   
 
       /s/ Edward J. Parry              Chief Financial Officer (Principal
--------------------------------------  Financial and Accounting Officer)
           Edward  J. Parry

       /s/ Michael P. Angelini          Director
-------------------------------------- 
           Michael P. Angelini

       /s/ E. Gordon Gee                Director
--------------------------------------
           E. Gordon Gee
 
       /s/ Samuel J. Gerson             Director
--------------------------------------
           Samuel J. Gerson

       /s/ Gail L. Harrison             Director
-------------------------------------- 
           Gail L. Harrison

      /s/  Robert P. Henderson          Director
-------------------------------------- 
           Robert P. Henderson

                                      -6-
/s/  M Howard Jacobson            Director
--------------------------------------
           M Howard Jacobson

      /s/  J. Terrence Murray           Director
--------------------------------------
           J. Terrence Murray
 
      /s/  Robert J. Murray             Director
-------------------------------------- 
           Robert J. Murray

      /s/  John L. Sprague              Director
-------------------------------------- 
           John L. Sprague

      /s/  Robert G. Stachler           Director
-------------------------------------- 
           Robert G. Stachler

      /s/  Herbert M. Varnum            Director
-------------------------------------- 
           Herbert M. Varnum

      /s/  Richard M. Wall              Director
-------------------------------------- 
           Richard M. Wall

                                      -7-
EXHIBIT INDEX
Exhibit                                                                                     Page
-------                                                                                    ------
Number   Title of Exhibit                                                                  Number
------   ----------------                                                                  ------
4.1.  Citizens Corporation 1994 Long Term Stock Incentive Plan
         dated June 3, 1994 (filed as Exhibit 10.17 to Citizens' Annual Report for
         the year ended December 31, 1994 on Form 10-K, filed March 29, 1995
         and incorporated herein by reference).
 
    4.2  Certificate of Incorporation of the Company.*
 
    4.3  By-Laws of the Company.*
 
    4.4  Specimen Certificate of Common Stock.*
 
    5.   Opinion of John F. Kelly, Vice President and General Counsel.

  23.1.  Consent of PricewaterhouseCoopers LLP.

  23.2.  Consent of  John F. Kelly, Vice President and General Counsel
         (contained in the opinion filed as Exhibit 5 to this registration statement).

    24.  Power of Attorney (included in Part II of this registration statement
         under the caption "Signatures").