<PAGE>
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
      SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2003

                                       OR

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

For the transition period from          to

Commission file number 33-46620

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

MINNESOTA
(State or other jurisdiction of
incorporation or organization)

81-0170040
(IRS Identification No.)

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

Registrant's telephone number, including area code: 651-361-4000

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 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.   Yes   X    No

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes     No   X

<PAGE>
FORTIS BENEFITS INSURANCE COMPANY
BALANCE SHEETS
(In thousands, except share data)
--------------------------------------------------------------------------------

PART I.   FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.
<TABLE>
<CAPTION>
                                ASSETS                                          JUNE 30,    DECEMBER 31,
                                                                                  2003          2002
                                                                               -------------------------
                                                                               (UNAUDITED)
<S>                                                                             <C>          <C>
Investments:
  Fixed maturities, at fair value (amortized cost 2003 - $3,112,054;
      2002 - $2,884,670                                                         $3,428,194   $3,044,689
  Equity securities, at fair value (cost 2003 - $192,902;
      2002 - $108,002)                                                             203,190      102,214
  Mortgage loans on real estate, less allowance for possible losses
      (2003-- $13,275, 2002--$13,228)                                              592,780      578,517
  Policy loans                                                                      10,466       10,301
  Short-term investments                                                           138,731      282,383
  Real estate and other investments                                                 63,793       62,248
                                                                               ----------   ----------

                                                                                 4,437,154    4,080,352

Cash and cash equivalents                                                           14,086        9,660

Receivables:
  Uncollected premiums                                                              61,088       62,480
  Reinsurance recoverable on unpaid and paid losses                              1,166,191    1,151,186
  Other                                                                             23,944       16,183
                                                                                ----------   ----------

                                                                                 1,251,223    1,229,849

Accrued investment income                                                           48,656       45,584
Deferred policy acquisition costs                                                  134,092      123,813
Property and equipment at cost, less accumulated depreciation                        3,191        3,796
Federal income tax recoverable                                                           -        8,258
Deferred federal income taxes                                                       47,342      125,317
Other assets                                                                         6,135        7,746
Identifiable intangible assets, less accumulated amortization (2003 - $2,102;       26,698       27,400
    2002 - $1,400)
Goodwill                                                                           158,145      156,006
Assets held in separate accounts                                                 3,256,988    3,126,978
                                                                                ----------   ----------
    Total assets                                                                $9,383,710   $8,944,759
                                                                                ==========   ==========
</TABLE>


    The accompanying notes are an integral part of the financial statements.

                                        2

<PAGE>
FORTIS BENEFITS INSURANCE COMPANY
BALANCE SHEETS
(In thousands, except share data)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                          JUNE 30,    DECEMBER 31,
  POLICY RESERVES AND LIABILITIES AND SHAREHOLDER'S EQUITY                  2003          2002
                                                                        --------------------------
                                                                        (UNAUDITED)
<S>                                                                      <C>            <C>
Policy reserves and liabilities:
  Future policy benefit reserves:
    Traditional and pre-need life insurance                              $1,938,999     $1,881,137
    Interest sensitive and investment products                            1,045,266      1,020,724
    Accident and health                                                   1,309,485      1,264,565
                                                                         ----------     ----------

                                                                          4,293,750      4,166,426

  Unearned revenues                                                          48,097         50,145
  Other policy claims and benefits payable                                  257,834        257,880
  Policyholder dividends payable                                              1,875          1,876
                                                                         ----------     ----------

                                                                          4,601,556      4,476,327

  Accrued expenses                                                           85,836         96,099
  Other liabilities                                                         141,967         99,120
  Deferred gain on reinsurance ceded                                        281,558        308,167
  Due to affiliates                                                           4,006          3,842
  Current income tax payable                                                  5,383              -
  Liabilities related to separate accounts                                3,256,988      3,126,978
                                                                         ----------     ----------

      Total policy reserves and liabilities                               8,377,294      8,110,533
                                                                         ----------     ----------

Shareholder's equity:
  Common stock, $5 par value: authorized, issued and outstanding
     shares - 1,000,000                                                       5,000          5,000
  Additional paid-in capital                                                516,570        516,570
  Retained earnings                                                         267,842        211,459
  Accumulated other comprehensive income                                    217,004        101,197
                                                                         ----------     ----------

      Total shareholder's equity                                          1,006,416        834,226
                                                                         ----------     ----------
      Total policy reserves and liabilities and shareholder's equity     $9,383,710     $8,944,759
                                                                         ==========     ==========
</TABLE>



    The accompanying notes are an integral part of the financial statements.

                                       3

<PAGE>
FORTIS BENEFITS INSURANCE COMPANY
STATEMENTS OF INCOME
(In thousands)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                        SIX MONTHS ENDED JUNE 30,
                                                           2003           2002
                                                        -------------------------
<S>                                                     <C>            <C>
Revenues:                                               (UNAUDITED)    (UNAUDITED)
  Insurance operations:
  Traditional and pre-need life insurance premiums      $  246,423     $  257,818
  Interest sensitive and investment product
     policy charges                                          1,324          1,412
  Accident and health insurance premiums                   597,201        587,321
                                                        ----------     ----------
                                                           844,948        846,551

  Net investment income                                    127,518        129,582
  Net realized gains (losses) on investments                 2,045        (22,310)
  Amortization of gain on reinsured business                26,609         30,880
  Other income                                               5,890          5,383
                                                        ----------     ----------
    Total revenues                                       1,007,010        990,086

Benefits and expenses:
  Benefits to policyholders:
    Traditional and pre-need life insurance                227,375        223,811
    Interest sensitive investment products                     909          3,311
    Accident and health claims                             427,371        437,091
                                                        ----------     ----------
                                                           655,655        664,213

  Policyholder dividends                                         -           (405)
  Amortization of deferred policy acquisition costs         23,276         21,825
  Insurance commissions                                     84,011         85,720
  General and administrative expenses                      157,475        157,453
                                                        ----------     ----------
    Total benefits and expenses                            920,417        928,806
                                                        ----------     ----------

Income before income taxes                                  86,593         61,280

Federal income taxes                                        30,210         19,423
                                                        ----------     ----------
Net income                                              $   56,383     $   41,857
                                                        ==========     ==========
Other comprehensive income (loss):
Unrealized gain (loss) on investments                      115,807        (22,416)
                                                        ----------     ----------
Comprehensive income                                    $  172,190     $   19,441
                                                        ==========     ==========
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                       4

<PAGE>
FORTIS BENEFITS INSURANCE COMPANY
STATEMENTS OF INCOME
(In thousands)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED JUNE 30,
                                                           2003          2002
                                                      ---------------------------
<S>                                                     <C>           <C>
Revenues:                                               (UNAUDITED)   (UNAUDITED)
  Insurance operations:
  Traditional and pre-need life insurance premiums      $ 123,647     $ 129,359
  Interest sensitive and investment product
     policy charges                                           883           764
  Accident and health insurance premiums                  289,371       297,595
                                                        ---------     ---------
                                                          413,901       427,718

  Net investment income                                    65,419        63,564
  Net realized gains (losses) on investments                6,602       (22,764)
  Amortization of gain on reinsured business               11,306        15,402
  Other income                                              3,003         2,433
                                                        ---------     ---------
    Total revenues                                        500,231       486,353

Benefits and expenses:
  Benefits to policyholders:
    Traditional and pre-need life insurance               110,657       106,752
    Interest sensitive investment products                    522         1,419
    Accident and health claims                            201,061       215,398
                                                        ---------     ---------
                                                          312,240       323,569

  Policyholder dividends                                        -          (474)
  Amortization of deferred policy acquisition costs        10,351        11,615
  Insurance commissions                                    44,210        50,887
  General and administrative expenses                      74,899        76,528
                                                        ---------     ---------
    Total benefits and expenses                           441,700       462,125
                                                        ---------     ---------

Income before income taxes                                 58,531        24,228

Federal income taxes                                       20,448         7,555
                                                        ---------     ---------
Net income                                              $  38,083     $  16,673
                                                        =========     =========

Other comprehensive income:
Unrealized gain on investments                             83,136        20,775
                                                        ---------     ---------
Comprehensive income                                    $ 121,219     $  37,448
                                                        =========     =========
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                       5


<PAGE>
FORTIS BENEFITS INSURANCE COMPANY
STATEMENTS OF CASH FLOWS
(In thousands)
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                      SIX MONTHS ENDED JUNE 30,
                                                                        2003             2002
                                                                    ----------------------------
                                                                    (UNAUDITED)      (UNAUDITED)
<S>                                                                 <C>              <C>
Cash flows from operating activities:
  Net income                                                        $    56,383      $    41,857
  Adjustments to reconcile net income to net cash provided by
     operating activities:
    Provision for depreciation                                              605              668
    Amortization of gain on reinsured business                          (26,609)         (30,880)
    Amortization of investment premiums, net                               (735)             489
    Net realized (gains) losses on sold investments                      (2,045)          22,310
    Policy acquisition costs deferred                                   (28,908)         (28,948)
    Amortization of deferred policy acquisition costs                    23,276           21,825
    Provision for deferred federal income taxes                          18,567           20,224
    Decrease (increase) in income taxes recoverable                      13,897          (79,592)
    Change in receivables, accrued investment income, unearned
       premiums, accrued expenses, other assets, due to and
       from affiliates and other liabilities                              6,453         (109,120)
    Increase in future policy benefit reserves for traditional,
       interest sensitive and accident and health policies              102,259          111,306
    Decrease in other policy claims and benefits and
       policyholder dividends payable                                      (106)         (15,727)
                                                                    -----------      -----------
    Net cash provided by (used in) operating activities                 163,037          (45,588)
                                                                    -----------      -----------
Cash flows from investing activities:
  Purchases of fixed maturity investments                              (725,257)      (1,176,087)
  Sales and repayments of fixed maturity investments                    517,591          994,302
  Purchases of short-term investments                                (1,159,211)               -
  Sales and repayments of short-term investments                      1,302,881          256,281
  Purchases of other investments                                       (150,211)        (136,942)
  Sales of other investments                                             55,147           96,849
  Purchases of property and equipment                                         -              (33)
                                                                    -----------      -----------
    Net cash (used in) provided by investing activities                (159,060)          34,370
                                                                    -----------      -----------
Cash flows from financing activities:
  Change in foreign exchange rate                                           449              664
                                                                    -----------      -----------
    Net cash (used in) provided by financing activities                     449              664
                                                                    -----------      -----------
    Increase (decrease) in cash and cash equivalents                      4,426          (10,554)
                                                                    -----------      -----------
    Cash and cash equivalents at beginning of year                        9,660           11,704
                                                                    -----------      -----------
    Cash and cash equivalents at end of year                        $    14,086      $     1,150
                                                                    ===========      ===========
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                       6

<PAGE>
FORTIS BENEFITS INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
June 30, 2003 (In thousands)
--------------------------------------------------------------------------------

1.       GENERAL

         The accompanying unaudited financial statements of Fortis Benefits
         Insurance Company contain all adjustments necessary to present fairly
         the balance sheet as of June 30, 2003 and the related statement of
         income for the six months ended June 30, 2003 and 2002, and cash flows
         for the six months ended June 30, 2003 and 2002.

         Income tax receipts (payments) were $2,375 and $(78,658) for the six
         months ended June 30, 2003 and 2002, respectively.


2.       FIXED MATURITY AND EQUITY INVESTMENTS

         At June 30, 2003, all fixed maturity and equity securities are
         classified as available-for-sale and carried at fair value.

         The amortized cost and fair values of investments available-for sale
         were as follows at June 30, 2003:

<TABLE>
<CAPTION>
                                                    GROSS          GROSS
                                   AMORTIZED      UNREALIZED     UNREALIZED        FAIR
                                      COST          GAINS          LOSSES          VALUE

<S>                                <C>            <C>            <C>            <C>
Fixed maturities:
  Governments                      $  164,986     $   14,007     $        2     $  178,991
  Public utilities                    217,136         26,865            195        243,806
  Industrial and miscellaneous      2,162,205        252,508          3,160      2,411,553
  Other                               567,727         26,356            239        593,844
                                   ----------     ----------     ----------     ----------
Total fixed maturities              3,112,054        319,736          3,596      3,428,194
  Equity securities                   192,902         10,392            104        203,190
                                   ----------     ----------     ----------     ----------
Total                              $3,304,956     $  330,128     $    3,700     $3,631,384
                                   ==========     ==========     ==========     ==========
</TABLE>


         The amortized cost and fair value in fixed maturities at June 30, 2003,
         by contractual maturity, are shown below. Expected maturities will
         differ from contractual maturities because borrowers may have the right
         to call or prepay obligations with or without call or prepayment
         penalties.



                                       7
<PAGE>
FORTIS BENEFITS INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
June 30, 2003 (In thousands)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                           AMORTIZED        FAIR
                                              COST          VALUE

<S>                                        <C>            <C>
Due in one year or less                    $   32,806     $   35,430
Due after one year through five years         399,006        433,971
Due after five years through ten years      1,085,467      1,185,892
Due after ten years                         1,594,775      1,772,901
                                           ----------     ----------
Total                                      $3,112,054     $3,428,194
                                           ==========     ==========
</TABLE>



         Proceeds from sales of investments in fixed maturities in the six-month
         period ended June 30, 2003 and June 30, 2002 were $517,591 and $994,302
         respectively. Gross gains of $13,341 and $19,813 and gross losses of
         $11,017 and $45,328 were realized on sales during the six month periods
         ended June 30, 2003 and 2002, respectively.

         Mortgage Loans The Company has issued commercial mortgage loans on
         properties located throughout the United States. Approximately 36.4% of
         outstanding principal is concentrated in the states of New York,
         California and Florida, at June 30, 2003. The Company has a diversified
         loan portfolio with a small average size, which greatly reduces any
         loss exposure. The Company has established a reserve for mortgage
         loans.

         Net Investment Income and Net Realized Gains (Losses) on Investments:
         Major categories of net investment income and realized gains (losses)
         on investments for the first six months of each year were as follows:

<TABLE>
<CAPTION>
                                                                     REALIZED GAIN (LOSS)
                                         INVESTMENT INCOME              ON INVESTMENTS
                                        2003           2002           2003           2002


<S>                                   <C>            <C>            <C>            <C>
Fixed maturities                      $  97,003      $ 101,978      $   2,324      $ (25,515)
Preferred stocks                          5,168          2,997            (87)           (47)
Common stocks                                42          2,301           (210)         2,401
Mortgage loans on real estate            24,418         26,421              -            918
Policy loans                                273            276              -              -
Short-term investments                    1,088            107             18            (67)
Real estate and other investments         3,612           (564)             -              -
                                      ---------      ---------      ---------      ---------
                                        131,604        133,516      $   2,045      $ (22,310)
                                                                    =========      =========
Expenses                                 (4,086)        (3,934)
                                      ---------      ---------
                                      $ 127,518      $ 129,582
                                      =========      =========
</TABLE>

         Other than temporary impairments (OTTI) are included in realized gain
         and losses and consist of $7,876 and $0 for fixed maturities in 2003
         and 2002, respectively. OTTI write-downs are recorded at the end of
         each quarter based on the fair value of the security as of the
         reporting date.



                                       8

<PAGE>
FORTIS BENEFITS INSURANCE COMPANY
JUNE 30, 2003



ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS.

                     JUNE 30, 2003 COMPARED TO JUNE 30, 2002

REVENUES
Fortis Benefits Insurance Company (the "Company") distributes its products
through a network of independent agents, brokers and financial institutions. The
Company's major products offered are group dental, group disability, group life,
group medical, pre-need annuity and life and accidental death coverages. The
Company's accident and health insurance business consists of group dental, group
disability, group medical and accidental death products.

The Company's increase in accident and health premium is due to a combination of
product line increases and decreases. The Company's disability premium increased
at six months ended June 30, 2003 over six months ended June 30, 2002 due to
additional reinsurance contracts assumed by the company. This disability premium
increase was offset slightly by lower disability sales production as a result of
stricter pricing discipline. Accidental death premium in the accident and health
line increased as a result of increases in new business sales. Group medical
premiums decreased due to higher lapse rates. Dental premiums decreased due to
lower sales production and persistency.

The group life products experienced lower sales and lower persistency during the
first half of 2003, reflecting lower life premium levels when compared to the
first half of 2002.

The Company continues to match investment portfolio composition to liquidity
needs and capital requirements. Net investment income decreased from $130
million during the six months ended June 30, 2002 to $128 million during the six
months ended June 30, 2003 due to lower yielding investment markets. Changes in
interest rates during the first half of 2002 and 2003 resulted in recognition of
realized gains and losses upon sales of securities. The Company had less capital
losses from fixed maturity investments in 2003 as compared to 2002.


BENEFITS
The total year-to-date policyholder benefit to premium ratio decreased from
78.5% to 77.6% for the six months ended June 30, 2002 to June 30, 2003,
respectively. The group dental, group disability, group life, group medical,
pre-need and accidental death benefit to premium ratios for the six months ended
June 30, were 71%, 82%, 79%, 67%, 106% and 33% respectively in 2003 and 73%,
87%, 76%, 66%, 101% and 50% respectively in 2002. The decrease in the dental
loss ratio was due to favorable claim experience. The decrease in the disability
loss ratio is attributable to lower incidence rates and favorable development on
existing claims. The increase in the pre-need loss ratio is due to a shift from
limited pay to single pay policies, resulting in higher first year reserves.




                                       9
<PAGE>
FORTIS BENEFITS INSURANCE COMPANY
JUNE 30, 2003

EXPENSES
Commission rates have decreased from levels in 2002. 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 remained flat
at 19% at the end of the first half of 2003 and 2002. The Company continues to
monitor expenses, striving to improve the expense to premium ratio, while
maintaining quality and timely services to policyholders.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

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
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.

Subsequent to June 2003, the Company purchased a derivative investment. The
investment is not material, and as such, will have no adverse impact on
financial position.


LIQUIDITY AND CAPITAL RESOURCES
The liquidity requirements of the Company have been met by funds provided from
operations, including investment income. Funds are principally used to provide
for policy benefits, operating


                                       10
<PAGE>
FORTIS BENEFITS INSURANCE COMPANY
JUNE 30, 2003

expenses, commissions and investment purchases. The impact of the declining
inforce medical business has been considered in evaluating the Company's future
liquidity needs. The Company expects its operating activities to continue to
generate sufficient funds.

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 93% investment grade bonds
as of June 30, 2003 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 4.    CONTROLS AND PROCEDURES.
As of the end of the period covered by this report, the Company conducted an
evaluation, under the supervision and with the participation of the principal
executive officer and principal financial officer, of the Company's disclosure
controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the
Securities Exchange Act of 1934 (the "Exchange Act")). Based on this evaluation,
the principal executive officer and principal financial officer concluded that
the Company's disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules
and forms. There was no change in the Company's internal control over financial
reporting during the Company's most recently completed fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.



                                       11
<PAGE>
FORTIS BENEFITS INSURANCE COMPANY
JUNE 30, 2003

PART II.   OTHER INFORMATION

Item 1.   Legal Proceedings

    None

Item 2.   Changes in Securities

    None

Item 3.   Defaults Upon Senior Securities

    None

Item 4.   Submission of Matters to a Vote of Security Holders

    None

Item 5.   Other Information

    None

Item 6.   Exhibits and Reports on Form 8-K

    a.   302 Certification of Chief Executive Officer (Exhibit 31.1)
         302 Certification of Chief Executive Officer (Exhibit 31.2)
         906 Certification of Chief Executive Officer (Exhibit 32.1)
         906 Certification of Chief Executive Officer (Exhibit 32.2)

    b.   None

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on it's behalf by the
undersigned thereunto duly authorized.

Fortis Benefits Insurance Company
(Registrant)



/s/ Larry Cains
-----------------------------
Larry Cains
Controller and Treasurer
Date:  August 12, 2003



                                       12