<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 March 31, 2002

                                       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






<PAGE>


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


<TABLE>
<CAPTION>

                                ASSETS                                            MARCH 31,         DECEMBER 31,
                                                                                    2002               2001
                                                                              -------------------------------------
                                                                                (UNAUDITED)
<S>                                                                           <C>                   <C>
Investments:
    Fixed maturities, at fair value (amortized cost 2002 - $2,966,677;
        2001 - $2,744,158                                                     $      2,942,305    $      2,785,442
    Equity securities, at fair value (cost 2002 - $171,356;
        2001 - $114,049)                                                               171,986             115,348
    Mortgage loans on real estate, less allowance for possible losses
        (2002--$13,118,  2001--$13,118)                                                616,649             655,211
    Policy loans                                                                        10,021               9,935
    Short-term investments                                                               5,930             258,790
    Real estate and other investments                                                   64,865              64,424
                                                                              -----------------  ------------------
                                                                                     3,811,756           3,889,150

Cash and cash equivalents                                                                3,504              11,704

Receivables:
    Uncollected premiums                                                                73,808              63,080
    Reinsurance recoverable on unpaid and paid losses                                1,150,474           1,104,617
    Other                                                                               33,034              34,027
                                                                              -----------------  ------------------
                                                                                     1,257,316           1,201,724

Accrued investment income                                                               54,306              50,999
Deferred policy acquisition costs                                                      111,401             108,406
Property and equipment at cost, less accumulated depreciation                            4,873               4,972
Federal income tax recoverable                                                          12,425                   -
Deferred federal income taxes                                                          199,766             193,022
Other assets                                                                             7,686              12,780
Due from affiliates                                                                      5,664              12,044
Goodwill, less accumulated amortization (2002 - $5,720
      2001 - $5720)                                                                    167,977             167,992
Assets held in separate accounts                                                     4,277,773           4,372,559
                                                                              -----------------  ------------------

      Total assets                                                            $      9,914,447    $     10,025,352
                                                                              ================   =================
</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>


                                                                                 MARCH 31,         DECEMBER 31,
          POLICY RESERVES AND LIABILITIES AND SHAREHOLDER'S EQUITY                  2002               2001
                                                                              -------------------------------------
<S>                                                                             <C>                 <C>
Policy reserves and liabilities:
    Future policy benefit reserves:
      Traditional and pre-need life insurance                                 $      1,820,132    $      1,796,952
      Interest sensitive and investment products                                     1,055,537           1,052,932
      Accident and health                                                            1,169,299           1,110,436
                                                                              -----------------  ------------------
                                                                                     4,044,968           3,960,320

    Unearned revenues                                                                   49,721              54,811
    Other policy claims and benefits payable                                           264,533             265,702
    Policyholder dividends payable                                                       1,999               2,023
                                                                              -----------------  ------------------
                                                                                     4,361,221           4,282,856

    Accrued expenses                                                                    84,212              92,783
    Current income taxes payable                                                             -              80,306
    Other liabilities                                                                  134,098             106,220
    Deferred gain on reinsurance ceded                                                 354,355             369,833
    Due to affiliates                                                                        -                   -
    Liabilities related to separate accounts                                         4,277,773           4,372,559
                                                                              -----------------  ------------------

      Total policy reserves and liabilities                                          9,211,659           9,304,557
                                                                              -----------------  ------------------

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                                                                  126,432             170,811
    Unrealized gain on available-for-sale securities (net
        of deferred taxes 2002 - $28,664; 2001 - $16,099)                               53,233              29,899
    Unrealized gain (loss) due to foreign currency exchange                              1,553              (1,485)
                                                                              -----------------  ------------------
      Total shareholder's equity                                                       702,788             720,795
                                                                              -----------------  ------------------
      Total policy reserves and liabilities and shareholder's equity          $      9,914,447    $     10,025,352
                                                                              =================  ==================
</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>


                                                      THREE MONTHS ENDED MARCH 31,
                                                         2002             2001
                                                     ------------------------------
                                                      (UNAUDITED)        (restated)
<S>                                                  <C>               <C>
Revenues:
  Insurance operations:
  Traditional and pre-need life insurance premiums        $ 128,459   $   130,956
  Interest sensitive and investment product
      policy charges                                            648        27,442
  Accident and health insurance premiums                    289,726       242,911
                                                         ----------   ------------
                                                            418,833       401,309

  Net investment income                                      66,018        81,052
  Net realized gains (losses) on investments                    454        (1,401)
  Amortization of gain on reinsured business                 15,478           818
  Other income                                                2,950        15,708
                                                         ----------   ------------
      Total revenues                                        503,733       497,486

Benefits and expenses:
  Benefits to policyholders:
      Traditional and pre-need life insurance               117,059       117,701
      Interest sensitive investment products                  1,892        25,378
      Accident and health claims                            221,693       191,647
                                                         ----------   ------------
                                                            340,644       334,726

  Policyholder dividends                                         69           663
  Amortization of deferred policy acquisition costs          10,210        21,085
  Insurance commissions                                      34,833        30,980
  General and administrative expenses                        80,925        84,526
                                                         ----------   ------------
      Total benefits and expenses                           466,681       471,980
                                                         ----------   ------------

Income before income taxes                                   37,052        25,506

Income tax expense
Current                                                      (4,605)        2,502
Deferred                                                     16,473         5,895
                                                         ----------   ------------
                                                             11,868         8,397
                                                         ----------   ------------
Net income                                                $  25,184     $  17,109
                                                         ==========   ============
Other comprehensive loss:
Unrealized (loss) gain on investments                       (43,191)       19,242
                                                         ----------   ------------
Comprehensive (loss) income                               $ (18,007)    $  36,351
                                                         ==========   ============
</TABLE>



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


                                        4






<PAGE>


FORTIS BENEFITS INSURANCE COMPANY
STATEMENTS OF CASH FLOWS
(In thousands)

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

<TABLE>
<CAPTION>


                                                                THREE MONTHS ENDED MARCH 31,
                                                                   2002            2001
                                                               -----------------------------
                                                                (UNAUDITED)     (RESTATED)
<S>                                                              <C>           <C>
Cash flows from operating activities:
  Net income                                                      $  25,184    $  17,109
  Adjustments to reconcile net income to net cash provided by
       operating activities:
    Provision for depreciation and amortization of goodwill             132        1,508
    Amortization of gain on reinsured business                      (15,478)        (818)
    Amortization of investment (discounts) premiums, net             (1,168)        (782)
    Net realized (gains) losses on sold investments                    (454)       1,401
    Policy acquisition costs deferred                               (13,238)     (33,267)
    Amortization of deferred policy acquisition costs                10,210       21,085
    Provision for deferred federal income taxes                      16,473        5,895
    (Increase) decrease in income taxes recoverable                 (92,731)      15,902
    Change in receivables, accrued investment income, unearned
       premiums, accrued expenses, other assets, due to and
       from affiliates and other liabilities                        (33,208)     (70,127)
    Increase in future policy benefit reserves for traditional,
       interest sensitive and accident and health policies           84,648       40,884
    Decrease in other policy claims and benefits and
       policyholder dividends payable                                (1,193)      (4,290)
                                                                  -----------  -----------
    Net cash used by operating activities                           (20,823)      (5,500)
                                                                  -----------  -----------

Cash flows from investing activities:
   Purchases of fixed maturity investments                         (706,820)    (492,751)
   Sales and repayments of fixed maturity investments               482,302      508,747
   Decrease in short-term investments                               252,860       19,368
   Purchases of other investments                                   (84,596)     (33,632)
   Sales of other investments                                        68,654       20,125
   Purchases of property and equipment                                  (33)        (127)
                                                                  -----------  -----------
    Net cash provided by investing activities                        12,367       21,730
                                                                  -----------  -----------

Cash flows from financing activities:
  Activities related to investment products:
    Considerations received                                              --       43,713
    Surrenders and death benefits                                        --      (79,329)
    Interest credited to policyholders                                   --        7,174
  Dividend                                                               --      (75,000)
  Change in foreign exchange rate                                       256        4,066
                                                                  -----------  -----------

    Net cash provided by (used in) financing activities                 256      (99,376)
                                                                  -----------  -----------

Decrease in cash and cash equivalents                                (8,200)     (83,146)

Cash and cash equivalents at beginning of year                       11,704       17,082
                                                                  -----------  -----------

Cash and cash equivalents at end of year                          $   3,504    $ (66,064)
                                                                  ===========  ===========
</TABLE>



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


                                        5

<PAGE>


FORTIS BENEFITS INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
(In thousands)
--------------------------------------------------------------------------------

       General: The accompanying unaudited financial statements of Fortis
       Benefits Insurance Company contain all adjustments necessary to present
       fairly the balance sheet as of March 31, 2002 and the related statement
       of income for the three months ended March 31, 2002 and 2001, and cash
       flows for the three months ended March 31, 2002 and 2001.

       Income tax (payments) receipts were $ (88,134) and $ 13,367 for the three
       months ended March 31, 2002 and March 2001, respectively.

       The classification of fixed maturity investments is to be made at the
       time of purchase and, prospectively, that classification is expected to
       be reevaluated as of each balance sheet date. At March 31, 2002, 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 March 31, 2002:


<TABLE>
<CAPTION>

                                                                 GROSS         GROSS
                                             AMORTIZED        UNREALIZED     UNREALIZED          FAIR
                                               COST              GAINS         LOSSES            VALUE

  <S>                                    <C>               <C>            <C>             <C>
    Fixed maturities:
      Governments                         $       156,392   $      3,031   $        4,115   $       155,308
      Public utilities                            211,452          3,262            8,828           205,886
      Industrial and miscellaneous              2,172,971         38,669           57,308         2,154,332
      Other                                       425,862          3,791            2,874           426,779
                                          ----------------  -------------  ---------------  ----------------
  Total fixed maturities                        2,966,677         48,753           73,125         2,942,305
    Equity securities                             171,356          5,648            5,018           171,986
                                          ----------------  -------------  ---------------  ----------------
  Total                                   $     3,138,033   $     54,401   $       78,143   $     3,114,291
                                          ================  =============  ===============  ================
</TABLE>



       The amortized cost and fair value in fixed maturities at March 31, 2002,
       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.








                                       6

<PAGE>

FORTIS BENEFITS INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
(In thousands)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                             AMORTIZED           FAIR
                                                                               COST              VALUE
<S>                                                                       <C>               <C>
Due in one year or less                                                   $       126,595   $       128,669
Due after one year through five years                                             391,678           396,118
Due after five years through ten years                                            941,221           935,039
Due after ten years                                                             1,507,183         1,482,479
                                                                          ----------------  ----------------

Total                                                                     $     2,966,677   $     2,942,305
                                                                          ================  ================
</TABLE>




       Proceeds from sales of investments in fixed maturities in the three-month
       period ended March 31, 2002 and March 31, 2001 were $482,302 and $401,194
       respectively. Gross gains of $9,484 and $13,650 and gross losses of
       $11,606 and $12,180 were realized on sales during the three month periods
       ended March 31, 2002 and 2001, 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 March 31, 2002. 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.

       Effective as of July 1, 2001, Fortis Benefits Insurance Company, a
       Minnesota insurance company ("FBIC"), completed a 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. The PNL
       business is primarily pre-need life insurance designed to pre-fund
       funeral expenses and is sold as individual life and annuity products. The
       transaction will be accounted for as a statutory merger. Prior period
       amounts for the 2001 schedules have been restated to reflect the merger.

       Disposal of Fortis Financial Group (the "Division"): On April 1, 2001,
       Fortis, Inc. completed the sale (the "Sale") of its Division to The
       Hartford Financial Services Group ("Hartford") for $1.12 billion. The
       Division includes, among other blocks of business, certain individual
       life insurance policies (including variable universal life insurance
       policies) and all annuity contracts (collectively, the "Insurance
       Contracts") written by the Company and some of its affiliates.

       To effect the Sale as it relates to the Company, Hartford reinsured the
       Insurance Contracts on a 100% coinsurance basis, with the variable
       products on a modified coinsurance basis, and agreed to administer the
       Insurance Contracts prospectively. The Company received $500 million as
       part of the reinsurance agreement. The Sale also included Hartford's
       purchase of certain real and personal property owned by the Company and
       used in connection with the Division's business for which the Company
       received $21 million.




                                       7

<PAGE>


FORTIS BENEFITS INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
(In thousands)
--------------------------------------------------------------------------------

       The $1.12 billion purchase price was reallocated amongst the Company and
       other affiliates involved in the sale. The Sale resulted in a pre-tax
       deferred gain of approximately $395 million for the Company. The deferred
       gain will be amortized at the rate that earnings from the business sold
       would have been expected to emerge. Amortization of $14,557 has been
       included in income during the three months ended March 31, 2002. The
       Company ceded $89,265 of premiums and $958,130 of reserves to Hartford
       through March 31, 2002.

       In the fourth quarter of 2001, the Company entered into a reinsurance
       agreement with Protective Life Corporation (Protective). The agreement,
       which became effective December 31, 2001, provided for the assumption of
       Protective's Dental Benefits Division on a 100% co-insurance basis. The
       Company assumed approximately $79,000 of reserves, $241,000 of assets
       including $143,000 of goodwill, and paid net cash of approximately
       $162,000 as of December 31, 2001.

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


<TABLE>
<CAPTION>
                                                               REALIZED GAIN (LOSS)
                                        INVESTMENT INCOME        ON INVESTMENTS
                                     2002         2001        2002         2001
                                                (restated)              (restated)
<S>                               <C>           <C>        <C>          <C>
Fixed maturities                    $ 50,117    $ 58,309    $ (2,122)   $ (1,291)
Preferred stocks                       1,451          22          32          --
Common stocks                          1,543       3,463       1,593          --
Mortgage loans on real estate         13,494      18,319       1,029          --
Policy loans                             129       1,733          --          --
Short-term investments                    65         134         (78)       (110)
Real estate and other investments      1,188         963          --          --
                                   ---------    --------    --------    --------
                                      67,987      82,943         454      (1,401)
                                                            --------    --------
Expenses                              (1,969)     (1,891)
                                   ---------    --------
                                    $ 66,018    $ 81,052
                                   =========    ========
</TABLE>








                                       8


<PAGE>




                        FORTIS BENEFITS INSURANCE COMPANY

   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
              OPERATIONS MARCH 31, 2002 COMPARED TO MARCH 31, 2001


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 disability, group dental, group
medical, group life, pre-need annuity and life and accidental death coverages.
Strong sales in the pre-need annuity and life line resulted in an increase of
premium from three months ended March 31, 2001 to 2002 of 4%. Rate increases in
the group medical line resulted in a 15% premium decrease due to non-renewal of
existing business and lower new sales. Slower sales and decreases in persistency
in both the group life and group disability lines in the beginning of 2002 are
the overall factors resulting in decreased revenue from three months ended March
31, 2001 to the same period in 2002.

On December 31, 2001, the Company purchased (the "Purchase") the Dental Benefits
Division of Protective Life Corporation ("Protective"). The Purchase includes
primarily group dental products. The Company reinsured this business on a 100%
coinsurance basis and will perform all administration activities. The Company
assumed approximately $79 million of reserves, $241 million of assets including
$143 million of goodwill, and paid net cash of approximately $162 million as of
December 31, 2001.

During 2001, the Company began offering a new accidental death product through
financial institutions. This business represents 3% and 0.6% of total premium as
of March 31, 2002 and 2001 respectively. On April 1, 2001, the Company entered
into a coinsurance agreement with Hartford Financial Services Group ("Hartford")
whereby the Company ceded the Investment Product block of business to the
Hartford. Revenue on this business represented 0% and 8% of total Company first
quarter revenue in 2002 and 2001, respectively.

The Company continues to match investment portfolio composition to liquidity
needs and capital requirements. Changes in interest rates during 2002 and 2001
resulted in recognition of realized gains and losses upon sales of securities.
The Company had net capital losses from fixed maturity investments of $2.1
million and $1.3 million for the first three months of 2002 and 2001,
respectively.


BENEFITS
The total year-to-date policyholder benefit to premium ratio decreased from
83.4% to 81.3% from March 31, 2001 to March 31, 2002. The group disability,
group dental, group medical, group life and pre-need benefit to premium ratios
for the three months ended March 31, were 89%, 72%, 69%, 83% and 102%
respectively in 2002 and 86%, 73%, 77%, 80% and 106% respectively in 2001. Group
disability claim incidence is higher and terminations lower during the three
months ended March 31, 2002 as compared to the same period ended March 31, 2001.



                                       9


<PAGE>


Group life experienced unusually high mortality during the first three months of
2002. The 8% decrease in the group medical benefit to premium ratio during the
first quarter of 2002 compared to the same period in 2001 is a result of pricing
increases and improved administration on this business.


EXPENSES
Commission rates have increased from levels in 2001. 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 the first quarter of 2002 from 21% during the same period in 2001. First
quarter 2001 expenses associated with the business reinsured by the Hartford had
proportionally higher expenses on premium revenue than the remaining business'
expense to premium levels. Offsetting this 2001 to 2002 decrease in expense to
premium ratio are expense increases related to systems project costs. 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
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





                                       10


<PAGE>


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 March 31, 2002 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.





                                       11

<PAGE>


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.   None

    b.   On January 14, 2002, a form 8-K report was filed regarding the
         acquisition of Protective Life Corporation's Dental Benefits Division
         by Fortis, Inc. and certain of it's affiliates including the
         Registrant.

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)

Date:  May 15, 2002

/s/ Larry Cains
________________________
Larry Cains
Controller and Treasurer
(on behalf of the Registrant and as its principal financial and chief accounting
officer)





                                       12