UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE 13G/A

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 5)*


                            UNUMProvident Corporation
                            -------------------------
                                (Name of Issuer)

                     Common Stock, par value $.10 per share
                     --------------------------------------
                         (Title of Class of Securities)

                                   91529Y 10 6
                                   -----------
                                 (CUSIP Number)

                                December 31, 2003
             -------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

 [ ]      Rule 13d-1(b)

 [X]      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).

SEC 1745 (3-98)



                                Page 1 of 5 Pages





CUSIP No.    91529Y 10 6


1   Name of Reporting Person:    Charlotte M. Heffner
    I.R.S. Identification No. of above person (entities only): Not Applicable

2   Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ]
                                                                         (b) [X]

3   SEC Use Only

4   Citizenship or Place of Organization:  United States

     NUMBER OF        5    Sole Voting Power:  2,160,630 shares*
       SHARES
    BENEFICIALLY      6    Shared Voting Power:  9,985,856 shares
      OWNED BY
        EACH          7    Sole Dispositive Power:  676,732 shares*
     REPORTING
       PERSON         8    Shared Dispositive Power:  11,559,894 shares
        WITH

9   Aggregate Amount Beneficially Owned by Each Reporting Person:
                                                              12,236,626 shares*

10  Check if the Aggregate Amount in Row (9) Excludes Certain Shares
                                                    (See Instructions):      [X]

11  Percent of Class Represented by Amount in Row (9):  4.1%**

12  Type of Reporting Person:                      IN


___________________

     *Including 7,811 shares issuable upon exercise of options.

     **This is a percentage of the sum of (1) the  296,082,035  shares of Common
Stock which the Issuer's  transfer  agent has advised the Reporting  Person were
outstanding  on  December  31,  2003,  and (2) the 7,811  shares  issuable  upon
exercise of options by the Reporting Person.



                                Page 2 of 5 Pages






Item 1.

(a) Name of Issuer: UNUMProvident Corporation

(b) Address of Issuer's Principal Executive Offices: 2211 Congress Street
                                                     Portland, Maine 04122

Item 2.

(a) Name of Person Filing: Charlotte M. Heffner

(b) Address of Principal Business
      Office or, if none, Residence: 1991 West Paces Ferry Road, N.W.
                                     Atlanta, Georgia 30327-2515

(c) Citizenship: United States

(d) Title of Class of Securities: Common Stock, par value $.10 per share

(e) CUSIP Number: 91529Y 10 6

Item 3.

     Not applicable.

Item 4.  Ownership

     Provide  the  following  information  regarding  the  aggregate  number and
percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned (as of December 31, 2003): 12,236,626 shares*

(b) Percent of class: 4.1%**

___________________

     *Including 7,811 shares issuable upon exercise of options.

     **This is a percentage of the sum of (1) the  296,082,035  shares of Common
Stock which the Issuer's  transfer  agent has advised the Reporting  Person were
outstanding  on  December  31,  2003,  and (2) the 7,811  shares  issuable  upon
exercise of options by the Reporting Person.

                                Page 3 of 5 Pages




(c) Number of shares as to which the person has:

    (i)   sole power to vote or to direct the vote: 2,160,630 shares*

    (ii)  shared power to vote or to direct the vote: 9,985,856 shares

    (iii) sole power to dispose or to direct the disposition of: 676,732 shares*

    (iv)  shared power to dispose or to direct the disposition of: 11,559,894
          shares

     Certain members of the Maclellan family, including Charlotte M. Heffner and
trusts and charitable organizations affiliated with them, have been prominent in
the stock  ownership and management of the Issuer and certain of its predecessor
companies since 1887. Mrs.  Heffner hereby  disclaims that she and other members
of the  Maclellan  family  constitute a "group" of  beneficial  owners of Common
Stock as such term is used in Section 13(d) of the  Securities  Exchange Act and
the rules and regulations of the Securities and Exchange Commission thereunder.

Item 5.  Ownership of Five Percent or Less of a Class

         If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following.[X]

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. See Item 4.

Item 9.  Notice of Dissolution of Group

         Not applicable.

___________________

     *Including 7,811 shares issuable upon exercise of options.

                                Page 4 of 5 Pages




Item 10. Certification

         By signing below I certify  that, to the best of my knowledge and
belief, the  securities  referred  to above 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.

                                    SIGNATURE

         After reasonable  inquiry and to the best of my  knowledge and belief,
I certify that the information  set forth in this statement is true,  complete
and correct.


February 9, 2004

                                            /s/ Charlotte M. Heffner
                                            ------------------------
                                            Charlotte M. Heffner







                                Page 5 of 5 Pages