SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 1997

                          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.)


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

Registrant's telephone number, including area code: 612-738-5590

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      
FORTIS BENEFITS INSURANCE COMPANY
BALANCE SHEETS
(In thousands)
(Unaudited)

<TABLE>

<S>                                          <C>            <C>
                                             September 30,  December 31,
                                               1997            1996
                                             (unaudited)
ASSETS

Investments
Fixed maturities, at fair value (amortized
  cost: $2,215,855 at September 30, 1997,
  $2,078,438 at December 31, 1996)                $   2,282,832  $  2,115,499
Equity securities, at fair value (cost:
  $82,208 at September 30, 1997, $84,144 at
  December 31, 1996)                                        106,050       
106,290
Mortgage loans on real estate                          591,231        582,869
Policy loans                                        66,712        60,722
Short-term investments                                 200,402        182,817
Real estate and other investments                             61,865       
29,628
                                              $  3,309,092   $ 3,077,825


Cash                                                     0       20,474
Receivables:
  Uncollected premium                                   78,292        71,386
  Reinsurance recoverable on paid and unpaid losses          12,868        
12,939
  Due from affiliates                                    1,448             0
  Other                                             16,414         9,045
                                                  109,022        93,370


Accrued investment income                               44,806        39,519
Deferred policy acquisition costs                      288,169        268,075
Property and equipment, at cost, less
  accumulated depreciation                              46,191        52,882
Deferred federal income taxes                           20,132        17,008
Other assets                                        7,141         8,005 
Assets held in separate accounts                      2,949,615     2,374,718
                                             $   6,774,168  $  5,951,876

See accompanying notes.

<PAGE>
FORTIS BENEFITS INSURANCE COMPANY
RESERVES, LIABILITIES AND SHAREHOLDER'S EQUITY
(In thousands)
(Unaudited)
                                               September 30,          
December 31,
                                               1997              1996
                                              (unaudited)
POLICY RESERVES AND LIABILITIES

Future policy benefit reserves:
  Traditional life insurance                      $  447,369          $
434,378
  Interest sensitive and investment products       1,265,106          
1,175,480
  Accident and health                                 843,150           
834,119
                                              2,555,625          2,443,977

Unearned premiums                                     11,671            
12,622
Other policy claims and benefits payable                  214,311           
191,940
Policyholder dividends payable                          8,071            
8,783
                                              2,789,678          2,657,322

Debt                                             25,350                 0
Accrued expenses                                           43,187           
 42,223
Current income taxes payable                          19,231        17,424
Other liabilities                                    120,104           
104,834
Due to Affiliates                                          0             
4,926
Liabilities related to separate accounts                2,917,798          
2,344,474
                                              5,915,348          5,171,203

SHAREHOLDER'S EQUITY
Common stock, $5 par value, 1,000,000
  shares authorized, issued and outstanding            5,000             
5,000
Additional paid-in capital                           468,000           
468,000
Retained earnings                                    324,686           
265,613
Unrealized gain (loss) on available-for-sale
  securities, net of deferred taxes of
  $29,795 at September 30, 1997 and $19,535 at 
  December 31, 1996                              55,344             36,290
Unrealized gain on assets held in separate
  accounts, net of deferred taxes of $3,007 at
 September 30, 1997 and $1,454 at December 31, 1996          5,790       
5,770
Total Shareholder's equity                            858,820      780,673
Total policy reserves, liabilities & 
  Shareholder's equity                            $ 6,774,168    $5,951,876

See accompanying notes.<PAGE>
FORTIS BENEFITS INSURANCE COMPANY
STATEMENTS OF INCOME
(In thousands)
(Unaudited)

                                                  Nine months ended
                                                  September 30,
                                                  1997           1996

REVENUES

Insurance operations:
  Traditional life insurance premiums                  $  197,599          $
193,389
  Interest sensitive and investment product
   policy charges                                          56,750           
 58,398
  Accident and health premiums                            664,882           
745,059
     Total Insurance Revenue                              919,231           
996,846
Net investment income                                     169,227           
151,921
Realized gains (losses) on investments                          29,678     
         9,499
Other income                                          26,529            
24,844
TOTAL REVENUES                                     1,144,665          
1,183,110

BENEFITS AND EXPENSES
Benefits to policyholders:
  Traditional life insurance                              157,152           
168,167
  Interest sensitive and investment products               77,004           
 79,392
  Accident and health                                     518,497           
603,498
                                                     752,653           
851,057
Policyholder dividends                                      1,931           
  2,792
Amortization of deferred policy acquisition 
  costs                                               30,099        30,026
Insurance commissions                                      75,119           
 73,454
General and administrative expenses                            193,981     
       183,572
TOTAL BENEFITS AND EXPENSES                             1,053,783          
1,140,901

INCOME BEFORE INCOME TAXES                                      90,882     
        42,209 

INCOME TAX EXPENSE (BENEFITS) 
Current                                                37,974           
19,794
Deferred                                              (6,165)         
(5,021)
                                                      31,809             
14,773 
NET INCOME                                             $   59,073          $ 
27,436 

See accompanying notes.
<PAGE>
FORTIS BENEFITS INSURANCE COMPANY
STATEMENTS OF INCOME
(In thousands)
(Unaudited)

                                                  Three months ended
                                                  September 30,
                                                  1997           1996

REVENUES

Insurance operations:
  Traditional life insurance premiums                  $   67,138          $ 
64,118
  Interest sensitive and investment product
   policy charges                                          18,919           
 27,227
  Accident and health premiums                            222,971           
240,260
     Total Insurance Revenue                              309,028           
331,605
Net investment income                                      57,269           
 51,538
Realized gains (losses) on investments                          12,585     
         3,807
Other income                                           9,777             
7,816
TOTAL REVENUES                                       388,659           
394,766

BENEFITS AND EXPENSES
Benefits to policyholders:
  Traditional life insurance                               52,985           
 51,734
  Interest sensitive and investment products               25,068           
 32,085
  Accident and health                                     170,117           
193,430
                                                     248,170           
277,249
Policyholder dividends                                       (283)          
    904
Amortization of deferred policy acquisition 
  costs                                               10,769         9,866
Insurance commissions                                      24,267           
 22,624
General and administrative expenses                             67,952     
        61,677
TOTAL BENEFITS AND EXPENSES                               350,875           
372,320

INCOME BEFORE INCOME TAXES                                      37,784     
        22,446 

INCOME TAX EXPENSE (BENEFITS) 
Current                                                13,540           
12,372
Deferred                                              (  316)         
(4,515)
                                                      13,224              
7,857 
NET INCOME                                             $   24,560          $ 
14,589 



See accompanying notes.<PAGE>
FORTIS BENEFITS INSURANCE COMPANY
STATEMENTS OF CASH FLOW
(In thousands)
(Unaudited)

                                                     Nine months ended
                                                        September 30,
                                                  1997           1996

OPERATING ACTIVITIES
Net income                                         $    59,073    $   27,436 
Adjustments to reconcile net income to net
  cash provided by operating activities:
  Increase (decrease)in future policy benefit reserves 
   for traditional and interest sensitive products            41,325   
(102,268)
  Increase (decrease)in other policy claims, benefits
   and policyholder dividends payable                    21,659       (5,335)
  Provision for deferred federal income taxes                (14,937)      
(5,020)
  Increase (decrease) in income taxes payable                  1,807    
(14,977)
  Amortization of policy acquisition costs               30,099       30,026
  Policy acquisition costs deferred                          (52,527)       
 (49,919)
  Provision for depreciation                             11,473       12,341
  Amortization of investment premiums, net                  110        2,040
  Change in uncollected premiums, accrued investment
   income, other receivables, unearned premiums,
   accrued expenses, and other liabilities               14,905      (53,686)
  Realized gains on investments                              (29,678)    
(9,499)
  Other                                               (113)     (6,626)
NET CASH PROVIDED BY OPERATING ACTIVITIES                     83,196        
(175,487)

INVESTING ACTIVITIES
Purchases of fixed maturity investments               (3,153,125) (2,063,048)
Sales or maturities of fixed maturity investments      3,023,857   2,048,551
Decrease (increase) in short-term investments               1,997,592       
    (724)
Purchase of other investments                         (2,190,370)    (37,816)
Sales or maturities of other investments                      153,380      
41,146
Purchase of property and equipment                       (5,327)      (7,230)
Other                                                         -       (2,809)
NET CASH USED BY INVESTING ACTIVITIES                  (173,993)     (21,930)

FINANCING ACTIVITIES
Activities related to investment products:
  Considerations received                               159,741       157,381
  Surrenders and death benefits                        (129,279)     
(36,918)
  Interest credited to policyholders                     39,861        46,465
NET CASH PROVIDED BY FINANCING ACTIVITIES                     70,323       
166,928
DECREASE IN CASH                                        (20,474)     
(30,489)
Cash and cash equivalents at beginning of period         20,474            
1
CASH AND CASH EQUIVALENTS AT END OF PERIOD             $      0   $  
(30,488)

See accompanying notes.

/TABLE
<PAGE>
FORTIS BENEFITS INSURANCE COMPANY
Notes to Financial Statements
September 30, 1997
(unaudited)

General:  The accompanying unaudited financial statements
of Fortis Benefits Insurance Company contain all
adjustments necessary to present fairly the balance sheet
as of September 30, 1997 and the related statement of
income for the nine months ended September 30, 1997 and
1996, and cash flows for the nine months ended September
30,1997 and 1996.

Income tax payments for the nine months ended September
30,1997 and September 30, 1996 were $44,955,000 and
$34,345,382, 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 September 30, 1997, 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 September 30, 1997
(in thousands):
<TABLE>

<S>                 <C>            <C>            <C>          <C>
                                   Gross          Gross
                    Amortized      Unrealized     Unrealized          Fair
                    Cost           Gain      Loss              Value
Fixed Income Securities:
  Governments       $ 150,954 $    6,035     $       21           $ 156,968
  Public Utilities    124,401      4,306             20                
128,687
  Industrial and
    miscellaneous        1,900,192     56,801           1,336         
1,955,657
  Other                40,308      1,212               0             41,520
Total                    2,215,855     68,354           1,377         
2,282,832
Equity Securities           82,208     26,797           2,955          
106,050 
                    $2,298,063     $   95,151     $     4,332         
$2,388,882
</TABLE>

The amortized cost and fair value of fixed maturities at
September 30, 1997, by contractual maturity, are shown
below (in thousands). Expected maturities will differ
FORTIS BENEFITS INSURANCE COMPANY
Notes to Financial Statements
September 30, 1997
(unaudited)

from contractual maturities because borrowers may have
the right to call or prepay obligations with or without
call or prepayment penalties.

<TABLE>

<S>                                <C>            <C>
                                   Amortized      Fair
                                   Cost           Value

Due in one year or less                 $    34,039         $   
34,248
Due after one year through 
  five years                           826,913             841,863
Due after five years through 
  ten years                                 523,831            
539,553
Due after ten years                    831,072             867,168
                                   $ 2,215,855         $ 2,282,832
</TABLE>

Proceeds from sales and maturities of investments in
fixed maturities in the nine-month period ended September
30,1997 were $3,016,417,731, and $7,439,000 respectively.

Gross gains of $24,805,704 and gross losses of
$16,538,983 were realized on sales.

Mortgage Loans: The Company has issued commercial
mortgage loans on properties located throughout the
country.  Currently, approximately 37% of outstanding
principal is concentrated in the states of Florida,
California and New York.  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.


<PAGE>
FORTIS BENEFITS INSURANCE COMPANY
Notes to Financial Statements
Sept.30, 1997
(unaudited)



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

<TABLE>


<S>                      <C>                      <C>
                              Investment               Realized Gain (Loss)
                              Income              on Investments
                         1997      1996             1997       1996
Fixed maturities              $118,995  $105,760       $  8,267   $ (3,425)
Preferred stocks                    233      173            622         257
Common stocks               6,837     4,828         20,735     9,946
Mortgage loans on 
  real estate              40,970    39,637           (  8)     (144)
Policy loans                3,116     2,512             0         0
Short-term investments           2,088     4,278             0           57
Real estate and other
   investments              2,483     1,594             62      2,808
                          174,722   158,782       $ 29,678  $   9,499 
Expenses                   (5,495)   (6,862)
                         $169,227  $151,920
</TABLE>   
<PAGE>
Management's Discussion and Analysis of Financial
Condition and Results of Operations Sept. 30, 1997
Compared to Sept. 30, 1996


Revenues
Traditional life insurance premiums of Fortis Benefits
(the "Company"), principally composed of group life
coverages, increased in the first three quarters of 1997
over the same period in 1996 due to increased sales.
Interest sensitive and investment product policy charges,
which consist primarily of cost of insurance charges,
increased 23% in the first three quarters of 1997
compared to the same period in 1996. Continued sales of
interest sensitive and investment products has steadily
increased the policy base on which these charges are
assessed.  

Total accident and health premiums decreased in the first
three quarters of 1997 compared to the same period in
1996 primarily due to: 1) a decision made in 1996 to
discontinue new sales of certain medical products; and,
2) sales of the remaining group medical business has
decreased 8%.  The decreases above are partially offset
by a 7% increase in group disability and dental product
sales.

The Company continues to match investment portfolio
composition to liquidity needs and capital requirements. 
Changes in interest rates during 1997 and 1996 resulted
in recognition of realized gains and losses.

Benefits
The Company's group life benefits which are included in
the traditional life benefits were lower in the first
three quarters of 1997 compared to the same period in
1996 as a result of improved mortality in the first three
quarters of 1997.  Interest sensitive and investment
product benefits for the nine month period ended
September 30, 1997 decreased 3% from the same period in
1996.  This decrease was the result of lower mortality
experience in 1997 compared to 1996. 

The accident and health claims to premium ratio improved
from nine months ended September 30, 1996 to the same
period in 1997 primarily due to the improved claim
experience.

Expenses
The commission rates have increased from the levels at
September 30, 1996.  This is primarily due to the change
in the mix of business by product line as well as the
change in first year versus renewal premiums.  Interest
sensitive and investment products commission increased 3%
in the first nine months in 1997 compared to the same
period in 1996. The Company deferred $48.1 million of
these commissions in the first three quarters of 1997,
compared to $46.9 million in the same period in 1996. The
additional commission and deferral is the result of an
increase in sales of the company's variable life product
and variable annuity products.

The Company's expenses in the first three quarters of
1997 have increased over the same period in 1996. 
Contributing to this increase are expenses associated
with enabling the application systems to be year 2000
compliant. Group dental operations are beginning managed
dental initiatives that have also contributed to the
expense increases.  Expense reductions relating to the
discontinued group medical business have continued but
the expense decreases have slowed in comparison to the
premium decreases.

Liquidity and Capital Resources

The liquidity requirements of the Company have been met
by funds provided from  operations, investment income and
additional paid in capital from the Company's parent and
sole shareholder.  Funds are principally used to provide
for policy benefits, operating 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 and additional
paid in capital from the Company's parent to generate
sufficient funds.

The NAIC 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 risk-based
capital amount which is then compared to a company's
actual total adjusted capital.  Based upon current
calculation 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 has no long or short term debt.  The
Company's fixed maturity investments consisted of 96%
investment grade bonds as of September 30, 1997 and the
Company does not expect this percentage to change 
significantly in the future.


<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.   No Forms 8-K have been filed during the quarter for
     which this report is filed.

SIGNATURES

Pursuant to the requirements 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)
Date: November 13, 1997
/s/ Michael J. Peninger 
Senior Vice President, Controller and Treasurer (on
behalf of the Registrant and as its principal financial
and chief accounting officer)