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                                 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, 1996

                                       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:
                                                         33-46620

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

                       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.)

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

                 Registrant's telephone number: (612) 738-5590

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

        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

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                      DOCUMENTS INCORPORATED BY REFERENCE

    Portions  of the Form S-1 Amended Registration  Statement to be filed by the
Registrant are incorporated by reference into Parts I, II, III.

                                     PART I

ITEM 1.  BUSINESS

    "Fortis Benefits/Fortis  Financial  Group Member"  on  page 9,  and  Further
Information  About Fortis  Benefits" on  pages 19  through 23  of the prospectus
attached hereto as Exhibit No. 99 are incorporated herein.

ITEM 2.  PROPERTIES

    "Employees and Facilities" from page 21 of the prospectus attached hereto as
Exhibit No. 99 is incorporated herein by reference.

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

    Not Applicable.
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                                    PART II

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

    Not applicable.

ITEM 6.  SELECTED FINANCIAL DATA

    "Selected  Financial Data" from page 19 of the prospectus attached hereto as
Exhibit No. 99, is incorporated herein by reference.

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

    "Management's Discussion and Analysis of Financial Condition and Results  of
Operations"  on pages 19 through 21 of the prospectus attached hereto as Exhibit
No. 99 is incorporated herein by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    "FORTIS BENEFITS Financial Statements" contained in the prospectus  attached
hereto as Exhibit No. 99 is 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

    "Directors  and  Executive Officers  of the  Registrant" on  page 22  of the
prospectus  attached  hereto  as  Exhibit  No.  99  is  incorporated  herein  by
reference.

ITEM 11.  EXECUTIVE COMPENSATION

    "Executive  Compensation"  on pages  22 and  23  of the  prospectus attached
hereto as Exhibit No. 99 is incorporated herein by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

<TABLE>
<CAPTION>
                                                                     PERCENTAGE
                                                     NUMBER OF     OF OUTSTANDING
     NAME AND ADDRESS OF BENEFICIAL OWNER (1)         SHARES       VOTING SHARES
--------------------------------------------------  -----------  ------------------
<S>                                                 <C>          <C>
Fortis, Inc.                                          1,000,000         100%
 One World Trade Center
 Suite 5001
 New York, NY 10048
</TABLE>

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

(1) All of  Fortis Benefits'  outstanding  shares are  owned by  Time  Insurance
    Company,  515 West Wells, Milwaukee, WI, 53201, which is itself wholly owned
    by Fortis, Inc.,  One World Trade  Center, Suite 5001,  New York, NY  10048.
    Fortis, Inc. in turn is wholly owned by Fortis International, Inc., which is
    wholly owned by AMEV/VSB 1990 N.B. both of which share the same address with
    N.V.  AMEV., Archimiedeslaan 10, 3584 BA, Utrecht, The Netherlands. AMEV/VSB
    1990 N.V.  is  50%  owned  by  N.V. AMEV  and  50%  owned,  through  certain
    subsidiaries,  by  Compaignie Financiere  et  de Reassurance  du  Groupe AG,
    Boulevard Emile Jacqmain 53, 1000 Brussels, Belgium.

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:

      Report of Independent Auditors

      Balance Sheets at December 31, 1996 and 1995

      Statements of Income for the years ended December 31, 1996, 1995 and 1994

      Statements of Changes in Shareholder's Equity for the years ended December
      31, 1996, 1995 and 1994

      Statements  of Cash Flows for the years  ended December 31, 1996, 1995 and
      1994.

      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.

      Condensed  Financial Information of Registrant--Contained in non-financial
      statement part of prospectus.

      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).

      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);

       (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);
<PAGE>
       (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.  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).

      24. Power of Attorney for Messrs. Freedman, Gaddy, Mackin, Meler, Mahoney,
      Clancy,  Keller,  Greiter  and  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.  Form  of  prospectus  to  be  filed  as  part  of  Form  S-1  Amended
      Registration Statement of Fortis Benefits.

(b)   Reports on Form 8-K filed in the fourth quarter of 1996

      None

(c)   Exhibits

      Included in 14 (a)(3) above

(d)   Financial Statements Schedules

      Included in 14 (a)(2) above
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                                   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.

                                            FORTIS BENEFITS INSURANCE COMPANY
                                                        Registrant

March 28, 1997                  By    -----------------------------------------
                                                 Robert B. Pollock,
                                                    PRESIDENT AND
                                               CHIEF EXECUTIVE OFFICER

March 28, 1997                  By
                                      -----------------------------------------
                                                Michael J. Peninger,
                                              SENIOR VICE PRESIDENT AND
                                               CHIEF FINANCIAL OFFICER

    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 the  dates indicated.  The  following
persons  represent  a majority  of  the Board  of  Directors of  Fortis Benefits
Insurance Company:

By*  -------------------------------------  Chairman of the       March 28, 1997
             Allen Royal Freedman            Board

By   -------------------------------------  President and Chief   March 28, 1997
               Robert B. Pollock             Executive Officer

By   -------------------------------------  Senior Vice           March 28, 1997
               Dean C. Kopperud              President

By*  -------------------------------------  Executive Vice        March 28, 1997
             Thomas Michael Keller           President

By*  -------------------------------------  Director              March 28, 1997
              Henry Carrol Mackin

By*  -------------------------------------
              Robert B. Pollock,
               ATTORNEY-IN-FACT