SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
________________
INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b),
(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
UnumProvident Corporation
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
91529Y106
(CUSIP Number)
December 31, 2002
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
___________
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Schedule 13G PAGE 2 OF 7
CUSIP No. 91529Y106
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John A. Levin & Co., Inc.
13-3134273
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
86,670
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
9,641,564
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
83,770
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
11,480,369
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
11,564,139
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.79%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON
IA
___________________________________________________________________________
Schedule 13G PAGE 3 OF 7
CUSIP No. 91529Y106
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BKF Capital Group, Inc.
36-0767530
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
86,670
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
9,641,564
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
83,770
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
11,480,369
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
11,564,139
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.79%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON
HC
_____________________________________________________________________________
Schedule 13G PAGE 4 OF 7
This is Amendment No. 1 to the Schedule 13G of John A. Levin & Co.,
Inc. and BKF Capital Group, Inc. with respect to the Common Stock, $.10 par
value (the "Common Stock") of UnumProvident Corporation (the "Company"). The
Schedule 13G is hereby amended and restated in its entirety as follows:
ITEM 1(a). NAME OF ISSUER:
UnumProvident Corporation
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1 Fountain Square, Chattanooga, TN 37402
ITEM 2(a). NAME OF PERSON FILING:
John A. Levin & Co., Inc. ("Levin & Co.")
BKF Capital Group, Inc. ("BKF")
ITEM 2(b). ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE:
John A. Levin & Co., Inc. BKF Capital Group, Inc.
One Rockefeller Plaza One Rockefeller Plaza
New York, New York 10020 New York, New York 10020
ITEM 2(c). CITIZENSHIP:
Levin & Co. and BKF are each corporations organized
under the laws of the State of Delaware.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, $.10 par value.
ITEM 2(e). CUSIP NUMBER:
91529Y106
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 13d-1(b) OR 13d-2(b) OR (c),
CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940
(e) [x] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940: see Rule 13d-
1(b)(1)(ii)(E)
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund; see Rule 13d- 1(b)(1)(ii)(F)
Schedule 13G PAGE 5 OF 7
(g) [x] Parent Holding Company, in accordance with Rule 13d-
1(b)(ii)(G);
(h) [ ] Savings Associations as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940;
(j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(c), CHECK THIS BOX. [ ]
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned:
11,564,139
(b) Percentage of Class:
4.79% (based on the 241,504,002 shares of Common Stock
reported to be outstanding as of September 30, 2002, as
reflected in the Company's Form 10-Q for the quarter ended
September 30, 2002).
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
86,670
(ii) shared power to vote or to direct the vote:
9,641,564
(iii) sole power to dispose or to direct the disposition of:
83,770
(iv) shared power to dispose or to direct the disposition of:
11,480,369
Levin & Co., an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940, as amended, holds for the accounts of
its investment advisory clients, and thereby beneficially owns, within
the meaning of Rule 13d-3 under the Securities Exchange Act of 1934,
the foregoing shares of Common Stock. BKF is the sole shareholder of
Levin Management Co., Inc., a Delaware corporation which is the sole
shareholder of Levin & Co. BKF, therefore, may be deemed the
beneficial owner of the shares of Common Stock held by Levin & Co.
Schedule 13G PAGE 6 OF 7
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
[x] The reporting persons have ceased to be the beneficial owners
of more than five percent of the class of securities.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
Schedule 13G PAGE 7 OF 7
ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(b))
By signing below, Levin & Co. and BKF certify that, to the best of
their knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and were
not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: February 14, 2003
JOHN A. LEVIN & CO., INC.
/s/ Norris Nissim
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Norris Nissim
Vice President and General Counsel
BKF Capital Group, Inc.
/s/ Norris Nissim
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Norris Nissim
Vice President and General Counsel