The Raman scattering of two vibrational overtones of benzene is found to undergo strong preresonance enhancement as the excitation frequency approaches the state, the lowest lying, forbidden electronic transition at 265 am. These preresonance active modes are the first overtone of the 606 cm-l eZS fundamental, which is responsible for the vibronidy induced 'Bzu intensity, and the first overtone of the 848cm-'el, fundamental, an out-of-plane C-H bending mode. In order to treat this overtone preresonance Raman behavior theoretically, the molecular polarizability is consistently expanded to second order in nuclear displacements, and thus we consider all preresonance contributions of this order. The leading contributions of strictly dipoleforbidden electronic transitions to fhe scattering cross-section of overtones are exposed. Within this theoretical context it is seen how scattering cross-section for each of these resonance active overtones is derived from different sources. The preresonance scattering of the 606 cm-' overtone results from the vibronic activity of this fundamental in the 'BZU transition. On the other hand, the 848crn-' overtone derives its lB2, resonance activity from the change in its fundamental frequency (to 585 cm-') in this excited electronic state. Furthermore, the 848 an-' overtone activity is built upon significant background preresonance contributions from other higher lying electronic transitions.