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SEC Response Letter

 [Ropes & Gray LLP Letterhead]

 October 7, 2005

 VIA EDGAR AND COURIER

 Securities and Exchange Commission

 Division of Corporate Finance

 450 Fifth Street, N.W.

 Washington, D.C. 20549

 Attention: James Rosenberg

Re:

 Allmerica Financial Corporation

 Form 10-K for Fiscal Year Ended December 31, 2004

 File No. 1-13754

 Dear
Mr. Rosenberg:

 On behalf of Allmerica Financial
Corporation (the “Company”), this letter responds to the comments raised by the Staff of the Commission in its letter dated September 9, 2005 to Mr. Frederick H. Eppinger, Jr. with respect to the Company’s most recent
Form 10-K filing for the fiscal year ended December 31, 2004. As noted below, in response to several of the Staff’s comments, the Company proposes to revise the disclosure in its future Form 10-K and Form 10-Q filings. The Company has
included the proposed revisions for the Staff’s review as an attachment to this letter.

 The adequacy and accuracy of the disclosure in the filing is the responsibility of the Company. The Company acknowledges that staff comments or changes to disclosure in response to staff comments in the proposed
disclosure in the Forms 10-K do not foreclose the Commission from taking any action with respect to the filing. The Company also acknowledges that it may not assert staff comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

 Management’s Discussion and Analysis

 Results of Operations

 Segment Income, page 24

1.
It appears that you have presented an inappropriate non-GAAP measure in your discussion of segment income. Please note that the disclosure of a “consolidated” segment
profit or loss measure has no authoritative meaning outside of the SFAS No. 131 required reconciliation in the footnotes to the consolidated financial statements. Please refer to Question #21 in the Staff’s Frequently Asked Questions

 Regarding the Use of Non-GAAP Financial Measures on our website at
www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm that we issued on June 13, 2003. Please explain to us how your disclosure of a consolidated segment measure complies with Item 10(e) of Regulation S-K.

 The Company notes that it has utilized segment income, which is determined
in accordance with GAAP under SFAS 131, throughout management’s discussion and analysis of the results of each individual business segment. The total segment income presented on page 24 represents the sum of the segment income of each of the
Company’s four operating segments, net of interest expense on corporate debt, as disclosed on page 23. While the summation of segment results is not specifically addressed in SFAS 131 outside the required reconciliation in the footnote, the
Company notes that the summation it presents is comprised of only GAAP components. In addition, the Company believes this information is useful in understanding the context of its subsequent discussions of each segment and in providing a better
understanding of the underlying trends in its business. Therefore, the Company believes that the sum of segment earnings, as comprised of entirely GAAP amounts, is both useful and not misleading to investors.

 The Company is aware of and carefully considered the Commission’s
opinion as articulated in Question #21 in the Staff’s Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures when it prepared its Form 10-K, and the Company believes it fully addressed the requirements of Item 10(e) of
Regulation S-K with regard to total segment income.

 Item 10(e) requires that whenever a non-GAAP financial measure is presented in a filing with the Commission the filing must contain: the most directly comparable financial measure calculated in accordance with GAAP presented with equal
or greater prominence than the non-GAAP measure; a reconciliation of the non-GAAP financial measure to the most directly comparable financial measure calculated in accordance with GAAP; a statement disclosing the reasons why management believes that
the non-GAAP financial measure provides useful information to investors; and to the extent material, a statement of the additional purposes for which management uses the non-GAAP financial measure.

 Net income is the financial measure calculated in accordance with GAAP which
is most directly comparable to the segment income. On page 23 of the Form 10-K, in the “Results of Operations” section, the Company first discusses net income, which affords it greater prominence than the disclosure of total segment
income. Also on page 23, the Company reconciles total segment income to net income in a clearly understandable tabular format. The Company also explains the differences between

 segment income and net income, provides an explanation of the reasons why management believes that
presentation of segment income is useful to investors, and, on pages 24 and 25, discloses and analyzes the components of the reconciliation. Thus, the Company believes that its disclosure fully addresses the requirements of Item 10(e) of
Regulation S-K.

 Segment Results

 Property and Casualty, page 27

2.
You disclose that the primary difference between statutory accounting principles and GAAP is the deferral of certain underwriting expenses under GAAP that are amortized over the
life of the policy. It appears that the disclosure of your statutory loss ratio excludes catastrophe losses, but your disclosure of statutory combined ratios includes catastrophe losses. Also, we note your disclosure of “statutory underwriting
(loss)profit, excluding prior year reserve development and catastrophes” used in your reconciliation to segment income appears to be inconsistent with statutory accounting principles. Please explain to us how these adjusted statutory measures
in your disclosure comparing statutory results with segment income are meaningful to investors and comply with Item 10 of Regulation S-K.

 The Company believes that it is useful for investors to evaluate the components of income separately and in the aggregate
when reviewing performance. The Company also believes that two of the components of income of most interest to its investors are catastrophe losses and prior year reserve development. Therefore, the purpose of the Company’s disclosure is not to
adjust statutory measures; rather, it is intended to quantify the impact of these two items.

 Catastrophe losses are an inherent risk of the property and casualty insurance industry that have contributed, and will continue to contribute, to potentially material year-to-year fluctuations in the Company’s
results of operations and financial position. Investors also wish to understand loss trends excluding catastrophe losses as one way of viewing the overall underwriting quality of the Company’s portfolio of policies. In previous filings, the
level of catastrophe losses have been summarized in Footnote 2 to the table on page 28 of the “Product Line Results” section. The Company proposes revising its disclosure on page 28 related to catastrophe losses in the manner set forth in
the attached document. Specifically, the Company will not exclude catastrophe losses from either the statutory loss ratio or the statutory combined ratio and will continue to disclose catastrophe loss information in footnotes to the table. The
Company proposes to make such changes in future filings beginning with its Form 10-Q for the quarter ending September 30, 2005. Therefore, investors will be able to easily determine loss and combined ratios both with and without catastrophe
losses.

 Prior year reserve development is also an important component of understanding earnings because investors
wish to consider the portion of current year results which relate to current year activity, versus that portion which is a revision of amounts previously estimated. Prior year reserve development is also a separately reported component of statutory
accounting principles.

 In summary, disclosure of these two
items assists investors in understanding the effect that these events have on the Company’s results, in order to accurately assess the underlying performance of its business. Therefore, the Company has disclosed the impact of these two items on
the relevant statutory measures because of the volatility of these items between fiscal periods, and the resulting importance to investors. The Company notes for the Staff that many of its peer companies also separately quantify the impact of these
two items, which the Company believes they do for similar reasons. The Company believes that its presentation is consistent with Item 10 of Regulation S-K, because it simply breaks out two items which are a component of statutory underwriting
results, which have then been added together to provide statutory underwriting results, and which are then reconciled to segment income on page 29.

 Life Companies

 Life Companies Segment Income Excluding Certain Non-Cash Items, page 41

3.
You disclose that the alternative non-GAAP method of viewing your Life Companies business excludes various non-cash items. This alternative view of your Life Companies business
does not appear to reflect statutory results or segment income and excludes recurring items that have occurred in prior periods and are likely to occur in future periods. Elimination of these items from the most comparable GAAP measure appears to
have the effect of smoothing earnings. While the acceptability of a non-GAAP financial measure that eliminates recurring items from the most comparable GAAP measure depends on all facts and circumstances, we do not believe that a non-GAAP measure
that has the effect of smoothing earnings is appropriate. Exclusion of these amounts raises significant concern about management’s assertions as to the usefulness of these measures for investors and the appropriateness of its presentation in
accordance with Item 10 of Regulation S-K. Please refer to Questions 8, 9, and 21 of “Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures”. Please tell us how your disclosure complies with Item 10(e) of
Regulation S-K.

 The Company believes that its alternative non-GAAP method, Life Companies Segment Income Excluding
Certain Non-Cash Items (“non-GAAP measure”), of viewing its Life Company business provides useful information to investors and, accordingly, complies with item 10(e) of Regulation S-K.

 As disclosed in the Company’s reports under the Securities Exchange Act
of 1934, the Life Companies business has been operating in runoff since the fourth quarter of 2002, when the Company ceased selling its proprietary life insurance products. Beginning in 2003, as a result of the Company’s decision to cease
selling its proprietary life insurance products, the Company’s management began evaluating the Life Companies business using the alternative non-GAAP measure described on page 41 of the Company’s Form 10-K filing. The Company believes that
the disclosure of this measure is required by the rules and principles of MD&A, as articulated in the interpretive guidance regarding MD&A released by the Commission on December 29, 2003, because it is one of the key performance
indicators that management uses to manage the Life Companies business. As such, the Company believes that the disclosure of the alternative measure provides insight that permits investors to view the Life Companies business through the eyes of
management.

 Management’s primary Life Company business
segment strategy, “seeks to generate positive cash flow by focusing on operational efficiencies, maintaining profitable customer relationships and managing and adjusting expense levels”, as disclosed on page 13 of the Company’s Form
10-K. The Company believes that its non-GAAP measure disclosure provides investors with a meaningful view of the performance of the current Life Company operations.

 The Company utilizes its non-GAAP measure internally in evaluating its success with its strategy. It is reported to and
evaluated by the Company’s chief operating decision maker, along with GAAP segment income from this business. Also, a significant portion of the Life Company management’s annual compensation is based on meeting a target for this
alternative measure. For all of the above reasons, the Company believes that its disclosure of this non-GAAP measure is required under the rules and principles of MD&A, and provides investors with a meaningful way of viewing the Life Company
business through management’s eyes. The disclosure is not an attempt to smooth earnings.

 Furthermore, the Company believes that the disclosure regarding this alternative non-GAAP measure complies with Item 10(e) of Regulation S-K. Item 10(e) requires that whenever a non-GAAP financial measure is
presented in a filing with the Commission the filing must contain: the most directly comparable financial measure calculated in accordance with GAAP presented with equal or greater prominence than the non-GAAP

 measure; a reconciliation of the non-GAAP financial measure to the most directly comparable financial
measure calculated in accordance with GAAP; a statement disclosing the reasons why management believes that the non-GAAP financial measure provides useful information to investors; and to the extent material, a statement of the additional purposes
for which management uses the non-GAAP financial measure.

 The
Company’s discussion of the alternative non-GAAP measure appears at the end of the approximately seven pages of MD&A disclosures regarding the Life Companies segment. Thus, as presented, the non-GAAP measure is of much less prominence than
the disclosures regarding GAAP segment income for the Life Companies segment. Also, on page 41 of the Form 10-K, the Company reconciles the total of this non-GAAP measure to the most directly comparable GAAP financial measure (segment income) in a
clearly understandable tabular format. The Company also explains the differences between Life Companies segment income excluding certain non-cash items and segment income calculated in accordance with GAAP, provides an explanation of the reasons why
management believes the presentation of the alternative measure is useful to investors, and discloses the additional purposes for which management uses the non-GAAP financial measure. With these disclosures, the Company believes it has fully
addressed the requirements related to non-GAAP financial measures under Item 10(e) of Regulation S-K.

 In addition, the Company notes to the Commission that on August 22, 2005 it reached an agreement to sell its variable life and annuity business. The
transaction is expected to close in the fourth quarter 2005. As a result of this event, the Company will not disclose this non-GAAP measure in its future 10-K and 10-Q filings. To the extent that the Staff disagrees with the Company’s
conclusions regarding the appropriateness and adequacy of the disclosures regarding the alternative non-GAAP measure in the Company’s 10-K for the year ended December 31, 2004, given the pending sale transaction, the Company does not
believe it would be useful to investors to amend the prior filing.

 Critical Accounting Policies, page 51

4.
It appears your discussion does not include an analysis of the uncertainties in applying these accounting policies or quantification of the related variability in operating
results that you expect to be reasonably likely to occur. This disclosure should provide investors with a fuller understanding of the uncertainties in applying critical accounting policies and the likelihood that materially different amounts would
be reported under different conditions or using different assumptions. Please disclose the uncertainties in applying these accounting policies, the historical accuracy of these critical accounting estimates, a quantification of their sensitivity to
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