<PAGE>
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                   FORM 10-K

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

       FOR THE FISCAL YEAR ENDED:
           DECEMBER 31, 2001

                                       or

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    FOR THE TRANSITION PERIOD FROM:              COMMISSION FILE NUMBER:
                                                         33-63799

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

                       FORTIS BENEFITS INSURANCE COMPANY
             (Exact name of registrant as specified in its charter)

               MINNESOTA                                81-0170040
     State or other jurisdiction of                   (IRS Employer
     incorporation or organization                 Identification No.)

576 BIELENBERG DRIVE, WOODBURY, MN 55125
(Address of principal executive offices)

                 Registrant's telephone number: (651) 361-4000

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

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

        SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

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

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                      /X/  Yes                      / /  No

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



<PAGE>

                                     PART I

ITEM 1.  BUSINESS

    Fortis Benefits is a Minnesota corporation founded in 1910. It is qualified
to sell life insurance and annuity contracts in the District of Columbia and in
all states except New York. Fortis Benefits is an indirectly wholly-owned
subsidiary of Fortis, Inc., which is itself indirectly owned 50% by Fortis N.V.
and 50% by Fortis. Fortis, Inc. manages the United States operations for these
two companies.

    Fortis N.V. is a diversified financial services company headquartered in
Utrecht, The Netherlands, where its insurance operations began in 1847. Fortis
SA/NV is a diversified financial services company headquartered in Brussels,
Belgium, where its insurance operations began in 1824. Fortis N.V. and Fortis
SA/NV have merged their operating companies under the trade name of Fortis. The
Fortis group of companies is active in insurance, banking and financial
services, and real estate development in The Netherlands, Belgium, the United
States, Western Europe, and the Pacific Rim.

    We offer and sell insurance products, including fixed and variable life
insurance policies, fixed and variable annuity contracts, and group life,
accident and health insurance policies. We market our products to small
businesses and individuals through a national network of independent agents,
brokers, and financial institutions.

    All of the guarantees and commitments under the contracts are general
obligations of Fortis Benefits regardless of whether you have allocated the
contract value to the Variable Account or to the fixed account. None of Fortis
Benefits' affiliated companies has any legal obligation to back Fortis Benefits'
obligations under the contracts.

    Effective April 1, 2001, Fortis Benefits contracted the administrative
servicing obligations for the contracts to Hartford Life and Annuity Insurance
Company ("Hartford L&A"), a subsidiary of The Hartford Financial Services Group
("Hartford"). Although Fortis Benefits remains responsible for all contract
terms and conditions, Hartford L&A is responsible for servicing the contracts,
including the payment of benefits, oversight of investment management (i.e., the
Portfolios) and overall contract administration. This was part of a larger
transaction whereby Hartford L&A reinsured all of the individual life insurance
and annuity business of Fortis Benefits.

    Additionally, as part of the transaction, Hartford Life and Accident,
another subsidiary of Hartford, purchased all of the stock of Fortis Advisers,
Inc., the investment manager for the Portfolios and Fortis Investors, Inc., the
principal underwriter of the contracts. The portfolios have subsequently entered
into a new investment advisory agreement with a Hartford affiliate. Please refer
in this regard to the prospectus for the available portfolios which accompanies
this prospectus.

    Fortis Benefits seeks to compete primarily on the basis of customer service,
product design, and, in the case of variable products, the investment results
achieved. Many other insurance companies compete with Fortis Benefits in each of
its markets, including on the basis of price. Many of these companies, which
include some of the largest and best known insurance companies, have
considerably greater resources than Fortis Benefits.

    The Company is subject to regulation and supervision by the insurance
departments of the states in which it is licensed to do business. This
regulation covers a variety of areas, including benefit reserve requirements,
adequacy of insurance company capital and surplus, various operational
standards, and accounting and financial reporting procedures. Fortis Benefits'
operations and accounts are subject to periodic examination by insurance
regulatory authorities.

    Under insurance guaranty fund laws in most states, insurers doing business
therein can be assessed up to prescribed limits for insurance contract losses,
if covered, incurred by insolvent companies. The amount of any future
assessments of Fortis Benefits under these laws cannot be reasonably estimated.
Most of these laws do provide, however, that an assessment may be excused or
deferred if it would threaten an insurer's own financial strength.

    Although the federal government generally does not directly regulate the
business of insurance, federal initiatives often have an impact on the business
in a variety of ways. Federal measures that may adversely affect the insurance
business include health care reform, employee benefit regulation, controls on
medicare costs and medical entitlement programs, tax law changes affecting the
taxation of insurance companies or of insurance products, changes in the
relative desirability of various personal investment vehicles, and removal of
impediments on the entry of banking institutions into the business of insurance.

    Pursuant to state insurance laws and regulations, Fortis Benefits is
obligated to carry on its books, as liabilities, reserves to meet its
obligations under outstanding insurance contracts. These reserves are based on
assumptions about, among other things, future claims experience and investment
returns. Neither the reserve requirements nor the other aspects of state
insurance regulation provide absolute protection to holders of insurance
contracts, if Fortis Benefits were to incur claims or expenses at rates
significantly higher than expected or significant unexpected losses on its
investments.

ITEM 2.  PROPERTIES

    Fortis Benefits has approximately 1500 employees. Fortis Benefits has its
principal offices in Kansas City, Missouri. Fortis Benefits leases a portion of
that building consisting of 297,000 square feet. Fortis Benefits occupies
approximately 85% of its building, which it expects will be adequate for its
purposes for the foreseeable future. Fortis Benefits also leases approximately
70,000 square feet of space in Birmingham, Alabama for the employees of its
dental insurance division. In addition Fortis Benefits has several regional
claims and sales offices throughout the United States.

ITEM 3.  LEGAL PROCEEDINGS

    The Company is a defendant in various lawsuits, none of which, in the
opinion of the Company counsel, will result in a material liability.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    On January 24, 2001 the shareholders consented to and approved the terms of
a sale to Hartford Life, Inc. of substantially all of the assets and liabilities
comprising the variable insurance and mutual fund division of the Company called
the Fortis Financial Group.

    On March 1, 2001 the shareholders consented to and approved the merger of
Pierce National Life Insurance Company into Fortis Benefits Insurance Company
effective July 1, 2001.

    A shareholder meeting was held on April 30, 2001 to elect the current slate
of directors of Fortis Benefits Insurance Company.

<PAGE>



                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

    Not applicable.

ITEM 6.  SELECTED FINANCIAL DATA

The following is a summary of certain financial data of Fortis Benefits. This
summary has been derived in part from the financial statements of Fortis
Benefits included elsewhere in this prospectus. You should read the following
along with these financial statements.

<Table>
<Caption>
                                                                               YEAR ENDED DECEMBER 31,
                                                          ---------------------------------------------------------------
                    (IN THOUSANDS)                          2001      2000          1999          1998*         1997*
                    --------------                          ----      ----          ----          ----          ----
<S>                                                    <C>         <C>            <C>           <C>           <C>
INCOME STATEMENT DATA
  Premiums and policy charges.........................$ 1,547,678  $ 1,604,244    $1,528,081    $1,333,258    $1,238,006
  Net investment income...............................    306,377      331,380       289,719       234,043       228,724
  Net realized gains (losses) on investment...........    (34,437)     (21,629)       18,854       52,404        41,101
  Other income........................................     13,161        9,607        11,663        11,183        36,458
                                                      -----------  -----------    ----------    ----------    ----------
     TOTAL REVENUES...................................$ 1,884,958  $ 1,928,602    $1,849,418    $1,630,888    $1,544,289
                                                      ===========  ===========    ==========    ==========    ==========
  Total benefits and expenses.........................$ 1,722,125  $ 1,791,172    $1,714,876    $1,538,604    $1,442,059
  Federal Income taxes................................     55,474       44,820        44,869        30,402        35,120
  Net income..........................................    107,359       92,610        89,673        61,882        67,110
BALANCE SHEET DATA
  Total assets........................................$10,025,352  $10,632,449    $9,610,139*   $7,578,055    $6,819,484
  Total liabilities...................................  9,304,557    9,641,403     8,760,587*    6,692,587     5,939,378
  Total shareholder's equity..........................    720,795      991,046       849,552*      885,468       880,106
</Table>

-------------
*The Balance Sheet Data for 1999 and the Income Statement Data and Balance
Sheet Data for 1998 and 1997 have not been restated to reflect the merger
activity occurring in 2001. The remaining data for 1999 and 2000 have been
restated.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS


                              2001 COMPARED TO 2000


On April 1, 2001, Fortis, Inc. completed the sale (the "Sale") of its Fortis
Financial Group division (the "Division") to Hartford Life Insurance Company
("The Hartford"). The Division includes, among other blocks of business, certain
individual life insurance policies and annuity contracts (collectively, the
"Insurance Contracts") written by Fortis Benefits Insurance Company (the
"Company").

To effect the Sale as it relates to the Company, The Hartford reinsured the
Insurance Contracts on a 100% coinsurance basis (or a 100% modified coinsurance
basis for some of the block) and agreed to administer the Insurance Contracts
going forward. The Company received in connection with the Sale aggregate cash
consideration of approximately $500 million from The Hartford. The reinsurance
transaction resulted in a gain of $396 million which was deferred and will be
amortized into income at the rate that earnings from the business sold would
have been expected to emerge.

Effective as of July 1, 2001, Fortis Benefits Insurance Company, a Minnesota
insurance company ("FBIC"), completed a statutory merger in which Pierce
National Life Insurance Company, a California insurance company ("PNL"), merged
with and into FBIC (the "Merger"). Immediately prior to the Merger, both FBIC
and PNL were indirect wholly owned subsidiaries of Fortis, Inc., a Nevada
corporation and a holding company for certain insurance companies in the United
States. The Merger was completed as part of an internal reorganization being
effected by Fortis, Inc. with respect to certain of its life and health
insurance companies.

On December 31, 2001, the Company purchased (the "Purchase") the Dental Benefits
Division of Protective Life Corporation ("Protective"). The Purchase includes
group dental, group life and group disability insurance products ("Insurance
Products"). The Company will reinsure these Insurance Products on a 100%
coinsurance basis and perform administration of such Insurance Products. The
Company paid $212 million for the business and recorded $143 million of goodwill
in the transaction.

REVENUES

The sale of the Fortis Financial Group division resulted in a 82% decrease in
the revenues derived from Investment Products for year ended December 31, 2001
compared to the year ended December 31, 2000.

The Company's major products are group disability and dental, group medical,
group life, and pre-need annuity and life insurance coverages sold through a
network of independent agents and brokers. Strong sales in the group dental,
group disability and pre-need annuity and life lines resulted in an increase of
premium from the year ended December 31, 2000 to December 31, 2001 of 10%, 3%
and 9% respectively. Rate increases in the group medical line resulted in a 6%
premium decrease due to non-renewal of existing business and lower new sales.
During 2001, the Company began offering a new accidental death product through
financial institutions. This business represents 4% of total accident and health
premium.


<PAGE>



The Company continues to match investment portfolio composition to liquidity
needs and capital requirements. Investment income decreased from $331 million in
2000 to $306 million in 2001 due to the Company's smaller invested asset base
from the ceded Investment Product block of business. Changes in interest rates
during 2001 and 2000 resulted in recognition of realized gains and losses upon
sales of securities. The Company had less capital losses from fixed income
investments in 2001 as compared to 2000. During 2001, the Company realized
equity losses due to sales of certain equity security assets with underlying
high yield bond investments.

BENEFITS

The total year-to-date policyholder benefit to premium ratio increased to 80% in
2001 from 78% in 2000. The group disability and dental, group medical, group
life and pre-need benefit to premium ratios for the year ended December 31, were
82%, 75%, 72% and 103% respectively in 2001 and 82%, 74%, 67% and 106%
respectively in 2000. Group life experienced unusually high mortality during
2001.

EXPENSES

Commission rates have increased from the levels in 2000. This is primarily due
to changes in the mix of business by product lines as well as the change in
first year versus renewal premiums.

The Company's general and administrative expense to premium ratio decreased to
19% in 2001 from 22% in 2000. During 2000, the Company incurred project and
system costs as well as new sales efforts resulting in unusually higher expenses
over 2001. The Company continues to monitor expenses, striving to improve the
expense to premium ratio, while maintaining quality and timely services to
policyholders.


<PAGE>

                             2000 COMPARED TO 1999

REVENUES

The Company's major products are group disability and dental, group medical,
group life, and annuity and individual life insurance coverages sold through a
network of independent agents and brokers. In the fourth quarter of 1999, the
Company assumed a block of business from an affiliated Company, United Family
Life Insurance Company. This assumed business is primarily pre-need life
insurance designed to pre-fund funeral expenses and is sold as individual and
group life and annuity products. Pre-need business represents $148 million and
$36 million of gross premiums in 2000 and 1999 respectively. Group disability
and dental, group medical, group life, annuity and individual life and pre-need
represented 39%, 25%, 18%, 8% and 10%, respectively of premium in 2000 and 39%,
32%, 18%, 8% and 3% respectively in 1999. Rate increases in the group medical
line resulted in non-renewal of existing business and lower new sales, which
account for the decrease in premium from 1999 to 2000. Group medical sales began
to recover during 2000.

The Company continues to match investment portfolio composition to liquidity
needs and capital requirements. Investment income increased from $239 million in
1999 to $280 million in 2000 due to the Company's larger invested asset base
from the assumed pre-need business. Changes in interest rates during 2000 and
1999 resulted in recognition of realized gains and losses upon sales of
securities. The Company had more capital losses from fixed income investments in
2000 as compared to 1999. During 1999, the Company decreased its common stock
holdings as a result of investment portfolio realignment, which resulted in
equity gains.

BENEFITS

The total year-to-date policyholder benefit to premium ratio decreased to 79% in
2000 from 80% in 1999. The group disability and dental, group medical, group
life and pre-need benefit to premium ratios for the year ended December 31, were
82%, 74%, 67% and 98% respectively in 2000 and 83%, 80%, 70% and 87%
respectively in 1999. The group medical business experienced a lower benefit to
premium ratio due to rate increases implemented in 1998 causing an increase in a
higher quality base of business in 2000. Group life had improved mortality in
2000. The annuity line experienced lower interest credited due to the continued
decline in the size of the fixed account block. The pre-need benefit to premium
ratio at the end of 1999 represents one-quarter of business as it was assumed
from an affiliated Company during the last quarter of 1999.

EXPENSES

Commission rates have decreased from the levels in 1999. This is primarily due
to changes in the mix of business by product lines as well as the change in
first year versus renewal premiums.

The Company's general and administrative expense to premium ratio increased
slightly to 23% in 2000 up from 22% in 1999. Project and system costs as well as
new sales efforts are the primary reason for this increase. The Company
continues to monitor expenses, striving to improve the expense to premium ratio,
while maintaining quality and timely services to policyholders.


MARKET RISK AND RISK MANAGEMENT

Interest rate risk is the Company's primary market risk exposure. Substantial
and sustained increases and decreases in market interest rates can affect the
profitability of insurance products and market value of investments. The yield
realized on new investments generally increases or decreases in direct
relationship with interest rate changes. The market value of the Company's fixed
maturity and mortgage loan portfolios generally increases when interest rates
decrease, and decreases when interest rates increase.

Interest rate risk is monitored and controlled through asset/liability
management. As part of the risk management process, different economic scenarios
are modeled, including cash flow testing required for insurance regulatory
purposes, to determine that existing assets are adequate to meet projected
liability cash flows. A major component of the Company's asset/liability
management program is structuring the investment portfolio with cash flow


<PAGE>



characteristics consistent with the cash flow characteristics of the Company's
insurance liabilities. The Company uses computer models to perform simulations
of the cash flow generated from existing insurance policies under various
interest rate scenarios. Information from these models is used in the
determination of interest crediting strategies and investment strategies. The
asset/liability management discipline includes strategies to minimize exposure
to loss as market interest rates change. On the basis of these analyses,
management believes there is no material solvency risk to the Company with
respect to interest rate movements up or down of 100 basis points from year-end
levels.

Equity market risk exposure is not significant. Equity investments in the
general account are not material enough to threaten solvency and contract owners
bear the investment risk related to the variable products. Therefore, the risks
associated with the investments supporting the variable separate accounts are
assumed by contract owners, not by the Company. The Company provides certain
minimum death benefits that depend on the performance of the variable separate
accounts. Currently the majority of these death benefit risks are reinsured
which then protects the Company from adverse mortality experience and prolonged
capital market decline.

LIQUIDITY AND CAPITAL RESOURCES

The market value of cash, short-term investments and publicly traded bonds and
stocks is at least equal to all policyholder reserves and liabilities. The
Company's portfolio is readily marketable and convertible to cash to a degree
sufficient to provide for short-term needs. The Company consistently monitors
its liability durations and invests assets accordingly. The Company has no
material commitments or off-balance sheet financing arrangements, which would
reduce sources of funds in the upcoming year.

The National Association of Insurance Commissioners has implemented risk-based
capital standards to determine the capital requirements of a life insurance
company based upon the risks inherent in its operations. These standards require
the computation of a risk-based capital amount which is then compared to a
company's actual total adjusted capital. Based upon current calculations using
these risk-based capital standards, the Company's percentage of total adjusted
capital is in excess of ratios, which would require regulatory attention.

The Company's fixed maturity investments consisted of 97.5% investment grade
bonds as of December 31, 2001 and the Company does not expect this percentage to
change significantly in the future.

REGULATION

The Company is subject to the laws and regulations established by the Minnesota
State Insurance Department governing insurance business conducted in Minnesota
State. Periodic audits are conducted by the Minnesota Insurance Department
related to the Company's compliance with these laws and regulations. To date,
there have been no adverse findings regarding the Company's operations.


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    The matters set forth under the caption "Market Risk" in Management's
Discussion and Analysis of Results of Operations (Item 7 of this report) are
incorporated herein by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    "FORTIS BENEFITS Financial Statements" attached hereto as Exhibit No. 99 are
incorporated by reference.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         None


<PAGE>

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT



Robert Brian Pollock, 46    President and Chief Executive Officer;
Director since 1988
Michael John Peninger, 46   Executive Vice President-(President-Group
Director since 1998         Nonmedical)
Benjamin Cutler,57          Executive Vice President-(President-Fortis Health)
Larry M. Cains, 55          Treasurer: Senior Vice President of Fortis, Inc.
Lesley Silvester, 55        Executive Vice President of Fortis, Inc.
Director since 2001
J. Kerry Clayton, 55        Chairman and Chief Executive Officer of Fortis, Inc.
Chairman of the Board       Before then President and Chief Operating Officer of
since 2000                  Fortis, Inc.;
Arie Aristide Fakkert, 57   General Manager of Fortis International N.V.
Director Since 1987
Alan W. Feagin, 55          Executive Vice President (President-Fortis Family)
Director since 1998
Katherine L. Greenzang, 37  Secretary; Senior Vice President-Legal of Fortis,
                            Inc.
Miles B. Yakre, 33          Vice President and Corporate Actuary; Vice
                            President and Corporate Actuary of Fortis, Inc.

    Fortis Benefits' officers serve at the pleasure of the board of directors,
and members of the board serve without compensation (except for expenses of
attending board meetings), until their successors are duly elected and
qualified.


<PAGE>
ITEM 11.  EXECUTIVE COMPENSATION

    Set forth below is certain information concerning the compensation of the
executive officers of Fortis Benefits.

                           SUMMARY COMPENSATION TABLE



<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                                           ANNUAL COMPENSATION                       LONG-TERM COMPENSATION
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
NAME AND PRINCIPAL POSITION                  YEAR     SALARY       BONUS    OTHER ANNUAL   RIGHTS AWARDED/     LTIP     ALL OTHER
                                                                            COMPENSATION   APPRECIATION      PAYOUTS  COMPENSATION
                                                                                           RIGHTS PLAN
----------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>         <C>       <C>            <C>               <C>      <C>
ROBERT B. POLLOCK                             2001        0          0           0             0               0           0
  President and Chief Executive Officer       2000        0          0           0             0               0           0
                                              1999        0          0           0             0               0           0
----------------------------------------------------------------------------------------------------------------------------------
Michael J  Peninger                           2001     375,000    155,025        0           11,778          73,421     37,101
                                              2000     300,000    177,375        0            9,888          47,341     15,300
                                              1999     275,000     82,225        0           10,948          32,130     15,438
----------------------------------------------------------------------------------------------------------------------------------
Alan Feagin                                   2001     375,000     65,625        0           16,833          58,671     30,843
                                              2000     300,000     76,154        0           13,987          62,763     15,393
                                              1999     287,375     98,175        0           17,104          77,918     16,082
----------------------------------------------------------------------------------------------------------------------------------
Francis J Guthrie                             2001     282,500    101,264        0            4,095          79,995     26,863
                                              2000     270,400    128,856        0            4,457          69,672     15,583
                                              1999     260,000     91,650        0            5,091          47,530     23,286
----------------------------------------------------------------------------------------------------------------------------------
William B Robinson                            2001     275,600     93,333        0            6,662          75,867     25,825
                                              2000     224,000    155,313        0            3,602          49,771      6,300
                                              1999     214,225     86,100        0            2,751          29,817     15,427
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



------------------------------
(1)  This column includes contributions made by Fortis Benefits for the year for
     the benefit for the named individual to a defined contribution retirement
     plan.

          Aggregated Appreciation Rights Exercised in Last Fiscal Year
                      and FY-End Appreciation Rights Values

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                             Value of Unexercised
                                                                            Number of Appreciation Rights    In-the-Money
                                                                            Unexercised at                   Appreciation Rights
                                                                            FY-End                           At FY-End

                                                                            Exercisable/                     Exercisable/
Name                       Rights Exercised         Value Realized          Unexercisable                    Unexercisable
------------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>                      <C>                     <C>                              <C>

Robert B. Pollock                 0                        0                      0/0                             0/0
------------------------------------------------------------------------------------------------------------------------------------

Michael J Peninger                0                        0                10065/19152a                           *
                                                                               883/2514c                           *
------------------------------------------------------------------------------------------------------------------------------------

Alan Feagin                       0                        0                16181/28306b                           *
                                                                               923/2514c                           *
------------------------------------------------------------------------------------------------------------------------------------

Francis J Guthrie                 0                        0                  4680/7553a                           *
                                                                                411/999c                           *
------------------------------------------------------------------------------------------------------------------------------------

William B Robinson                0                        0                     0/6144b                           *
                                                                              2751/4120c                           *
------------------------------------------------------------------------------------------------------------------------------------


</TABLE>



a - rights related to Fortis Benefits Ins Co
b - rights related to Fortis Family
c - rights related to Fortis Inc
* - not available at this time




<PAGE>

                 Appreciation Rights Grants in Last Fiscal Year

<TABLE>
<CAPTION>

                                                                                                         Potential
                                                                                                         Realizable Value at
                                                                                                         Assumed Annual
                                                                                                         Rates of Right Price
                                                                                                         Appreciation
                                                                                                         for Option Term (b)
                                                                                                         -------------------

                                                       INDIVIDUAL GRANTS

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

                           APPRECIATION         % OF TOTAL RIGHTS
                           RIGHTS               GRANTED TO EMPLOYEES        STRIKE     EXPIRATION
NAME                       GRANTED (a)          IN FISCAL YEAR              PRICE        DATE              5%           10%
------------------------------------------------------------------------------------------------------------------------------

<S>                        <C>                  <C>                       <C>          <C>             <C>           <C>
ROBERT B. POLLOCK             0                         0                        0             0              0             0
------------------------------------------------------------------------------------------------------------------------------

Michael J Peninger          10470(c)                   39%                 $ 69.84      12/31/11        $44,440       $107,059
                             1308(e)                   39%                  186.34      12/31/11         14,813         35,685
------------------------------------------------------------------------------------------------------------------------------

Alan Feagin                 15525(d)                   47%                   47.10      12/31/11         44,441        107,059
                             1308(e)                   47%                  186.34      12/31/11         14,813         35,685
------------------------------------------------------------------------------------------------------------------------------

Francis J Guthrie            3640(c)                   14%                   69.84      12/31/11         15,450         37,220
                              455(e)                   14%                  186.34      12/31/11          5,153         12,413
------------------------------------------------------------------------------------------------------------------------------

William B Robinson           6144(d)                   18%                   47.10      12/31/11         17,587         42,368
                              518(e)                   18%                  186.34      12/31/11          5,866         14,132
------------------------------------------------------------------------------------------------------------------------------
</TABLE>


(a)   These Rights are granted under the Fortis Appreciation Incentive Rights
      Plan. 75% of the value of the Rights granted to a participant have a
      strike price which is based upon the value, per Right, of one-ten
      millionth of the value of Fortis Benefits Insurance Company as of the
      first day of the most recent calendar year. The value is established by
      independent business appraisers. The value as of the three-year vesting
      date is based upon of one-ten millionth, subject to adjustment, of the
      value of Fortis Benefits Insurance Company as of such vesting date. The
      one-ten millionth fraction may be adjusted for certain fundamental events
      that might occur subsequent to the first day of the most recent calendar
      year. The Plan participant is entitled to the difference between the value
      per Right as of the exercise date and the strike price. The exercise right
      may be deferred for seven years beyond the three year vesting date. 25% of
      the value of the Rights granted to a participant are similarly based upon
      the value of Fortis, Inc., the U.S. holding company of Fortis Benefits
      Insurance Company and its U.S. affiliates. The valuation methodology of
      Fortis, Inc. and the vesting, exercise rights and deferral rights
      associated with those Rights are similar to that described above for
      Fortis Benefits Insurance Company related Rights.

(b)   The potential value assumes appreciation at the assumed annual rates
      indicated and assumes that the exercise rights are deferred for the
      complete seven year deferral period. If the Rights appreciate at lesser
      rates when calculated as provided in the Plan and/or the Rights are not
      deferred for the full possible deferral period, the realizable value will
      be less than as indicated in the table above.

(c)   Rights related to Fortis Benefits Insurance Company

(d)   Rights related to Fortis Family

(e)   Rights related to Fortis Inc

    As additional compensation to its employees and executive officers, Fortis
Benefits has established the Fortis Pension Plan and the Fortis Executive
Pension Plan which generally provide an annual annuity benefit upon retirement
at age 65 (or a reduced benefit upon early retirement) equal to: .9% of the
employee's Average Annual compensation up to the employee's social security
covered compensation, plus 1.3% of compensation above the social security
covered compensation, up to $255,300, as adjusted by an index, multiplied by the
employee's years of credited services.

    In addition, Fortis Benefits provides an unfunded Supplemental Executive
Retirement Plan for certain executives of Fortis Benefits. Under the
Supplemental Executive Retirement Plan, the annual benefit is calculated by
subtracting the benefit payable under the Fortis Pension Plan and the estimated
Social Security benefit from the "Target Benefit." The "Target Benefit" is equal
to 50% of Final Average Salary (average salary over the final 36 consecutive
months of employment) reduced for less than 20 years of service at retirement.
Upon retirement prior to age 65 and after attaining age 55 with 10 years of
service, special early retirement rules apply. The salary used to calculate the
Final Average Salary

<PAGE>

consists of regular compensation and the annual target incentive bonus of the
participant. None of the above-listed individuals are participants in this plan.

    The following table illustrates the COMBINED estimated life annuity benefit
payable from the Fortis Pension Plan and the Fortis Executive Pension Plan to
employees with the specified Final Average Salary and years of service upon
retirement.

                              PENSION PLAN TABLE*



<TABLE>
<CAPTION>
                                                      YEARS OF SERVICE
                             ------------------------------------------------------------------
2001 EARNINGS                   10         15         20         25         30          35
---------------------------  ---------  ---------  ---------  ---------  ---------  -----------

<S>                          <C>        <C>        <C>        <C>        <C>        <C>
$125,000...................    $14,762  $  22,142  $  29,523  $  36,904  $  44,285  $    51,665
 150,000...................     18,012     27,017     36,023     45,029     54,035       63,040
 175,000...................     21,262     31,892     42,523     53,154     63,785       74,415
 200,000...................     24,512     36,767     49,023     61,279     73,535       85,790
 225,000...................     27,762     41,642     55,523     69,404     83,285       97,165
 250,000...................     31,012     46,517     62,023     77,529     93,035      108,540
 275,000...................     33,612     50,418     67,224     84,030    100,836      117,642
 285,000+..................     33,872     50,808     67,744     84,680    101,616      118,552
</TABLE>

------------------------
* The table excludes social security benefits. In general, for the purposes of
  these plans, compensation includes salary and bonuses. The credited years of
  service with Fortis Benefits for these individuals named in the Summary
  Compensation Table above are as follows: 20, 15, 12, 8 and 16, respectively.

ITEM 12.(a)  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



<TABLE>
<CAPTION>
                                                                    PERCENTAGE
                                                    NUMBER OF     OF OUTSTANDING
     NAME AND ADDRESS OF BENEFICIAL OWNER            SHARES       VOTING SHARES
-------------------------------------------------  -----------  ------------------

<S>                                                <C>          <C>
Fortis, Inc.                                         1,000,000         100%
 One Chase Manhattan Plaza
 New York, NY 10005
</TABLE>


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

(b) Security Ownership of Management

    None

(c) Changes in Control

    None

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    None.



<PAGE>



                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)(1)The following financial statements of Fortis Benefits Insurance Company
      are included in Item 8:

      Reports of Independent Auditors

      Balance Sheets at December 31, 2001 and 2000

      Statements of Income for the years ended December 31, 2001, 2000, and 1999

      Statements of Changes in Shareholder's Equity for the years ended December
      31, 2001, 2000, and 1999

      Statements of Cash Flows for the years ended December 31, 2001, 2000, and
      1999.

      Notes to Financial Statements

(a)(2)The information required by the following financial statement schedules of
      Fortis Benefits Insurance Company are included in Item 8:

      I. Summary of Investments--Other than investments in Related
      Parties--Contained in the Notes to Financial Statements.

      II. Condensed Financial Information of Registrant--Not Applicable.

      III. Supplementary Insurance Information--Contained in Financial
      Statements and Notes to Financial Statements.

      IV. Reinsurance--Contained in the Notes to Financial Statements.

      V. Valuation and Qualifying Accounts--Contained in Financial Statements
      and Notes to Financial Statements.

    All other schedules to the financial statements required by Article 7 of the
    Regulation S-X are not required under the related instructions or are
    inapplicable and therefore have been omitted.

  (3) Listing of Exhibits

      3.(a) Articles of Incorporation of Fortis Benefits Insurance Company
      (incorporated by reference from Form S-6 Registration Statement of Fortis
      Benefits and its Variable Account C filed on March 17, 1986, File No.
      33-03919);

        (b) By-laws of Fortis Benefits Insurance Company (incorporated by
      reference from Form S-6 Registration Statement of Fortis Benefits and its
      Variable Account C filed on March 17, 1986, File No. 33-03919);

        (c) Amendments to Articles of Incorporation and By-laws dated November
      21, 1991 (incorporated by reference from Post-Effective Amendment No. 1 to
      the Form N-4 Registration Statement of Fortis Benefits and its Variable
      Account D filed on March 2, 1992, File No. 33-37577).

        (d) Amendments to By-laws dated May 1, 1999 (Filed as Exhibit 3(d) to
      Fortis Benefits' Form 10-K filed on March 30, 2001, File No. 33-63799).

      4.(a) Form of Combination Fixed and Variable Group Annuity Contract
      (incorporated by reference from Post-Effective Amendment No. 1 to the Form
      N-4 Registration Statement of Fortis Benefits and its Variable Account D
      filed on March 2, 1992, File No. 33-37577);

        (b) Form of Certificate to be used in connection with Contract filed as
      Exhibit 4(a) (incorporated by reference from the Post-Effective Amendment
      No. 1 to the Form N-4 Registration Statement of Fortis Benefits and its
      Variable Account D filed on March 2, 1992, File No. 33-37577);



<PAGE>

        (c) Form of Application to be used in connection with Certificate filed
      as Exhibit 4(b) (incorporated by reference from Post-Effective Amendment
      No. 1 to the Form N-4 Registration Statement of Fortis Benefits and its
      Variable Account D filed on March 2, 1992, File No. 33-37577);

        (d) Form of IRA Endorsement (incorporated by reference from
      Pre-Effective Amendment No. 1 to Form N-4 Registration Statement of Fortis
      Benefits and its Variable Account D filed on March 28, 1991, File No.
      33-37577);

        (e) Form of Section 403(b) Annuity Endorsement (incorporated by
      reference from Post-Effective Amendment No. 3 to the Form N-4 Registration
      Statement of Fortis Benefits and its Variable Account D filed on March 1,
      1990, File No. 33-19421);

        (f) Annuity Contract Exchange Form (incorporated by reference from
      Pre-Effective Amendment No. 1 to the Form N-4 Registration Statement of
      Fortis Benefits and its Variable Account D filed on April 19, 1988, File
      No. 33-19421).

      10.(a) Fortis, Inc. Executive Incentive Compensation Plan (incorporated by
      reference from Amendment No. 1 to Form S-1 Registration Statement of
      Fortis Benefits filed on March 28, 1991, File No. 33-37576).

         (b) Fortis Appreciation Incentive Rights Plan. (Filed as exhibit 10(b)
      to Fortis Benefits' Form 10-K filed on March 29, 2000, File No. 33-37576).

      24. Power of Attorney for J. Kerry Clayton (incorporated by reference from
      Exhibit 11 to Form S-6 registration statement of Fortis Benefits, File No.
      33-73138 filed on December 17, 1993).

      99. Fortis Benefits Insurance Company Financial Statements.

(b)   Reports on Form 8-K filed in the fourth quarter of 2001

      None

(c)   Exhibits

      Included in 14 (a)(3) above

(d)   Financial Statements Schedules

      Included in 14 (a)(2) above



<PAGE>



                                   SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on this 28th day of
March, 2002.

                                            FORTIS BENEFITS INSURANCE COMPANY
                                                        Registrant

                                By              /s/ ROBERT B. POLLOCK
                                      -----------------------------------------
                                                 Robert B. Pollock,
                                                    PRESIDENT AND
                                               CHIEF EXECUTIVE OFFICER

                                By             /s/ LARRY M. CAINS
                                      -----------------------------------------
                                                  Larry M. Cains
                                                    Treasurer


    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been duly signed below by the following persons on behalf of the
registrant and in the capacities and on this 28th day of March, 2002. The
following persons represent a majority of the Board of Directors of Fortis
Benefits Insurance Company:

                     *                      Chairman of the
     -------------------------------------   Board
             J. Kerry Clayton

             /s/ ROBERT B. POLLOCK          President and Chief
     -------------------------------------   Executive Officer
               Robert B. Pollock

             /s/ ALAN W. FEAGIN             Director
     -------------------------------------
               Alan W. Feagin

             /s/ MICHAEL J. PENINGER        Director
     -------------------------------------
               Michael J. Peninger

             /s/ LESLEY G. SILVESTER        Director
     -------------------------------------
               Lesley G. Silvester

*By          /s/ ROBERT B. POLLOCK
     -------------------------------------
              Robert B. Pollock,
              ATTORNEY-IN-FACT