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 September 30, 1999

                              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:
     651-738-4000

     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




Fortis Benefits Insurance Company
Balance Sheets
(In thousands, except share data)

                                                September  30,
                                                 December 31,
                                                1999       1998
                                            (unaudited)
Assets
Investments:
Fixed maturities, at fair value (amortized  $2,227,644   $2,402,343
   Cost 1999--$2,286,508;  1998--
$2,315,904)
Equity securities, at fair value (cost 1999-
-$164,064;                                  167,829      157,851
1998--$141,947)
Mortgage loans on real estate, less
allowance for possible losses (1999 and     628,408      610,131
1998--$11,085)
Policy loans                                81,052       74,950
Short-term investments                      41,775       31,868
Real estate and other investments           84,033       56,297
                                            3,230,741    3,333,440

Cash and cash equivalents                   (35,774)     668

Receivables:
Uncollected premiums                        69,628       61,883
Reinsurance recoverable on unpaid and paid  22,987       14,853
losses
Other                                       12,407       17,641
                                            105,022      94,377

Accrued investment income                   43,475       42,831
Deferred policy acquisition costs           377,739      331,938
Property and equipment at cost, less
accumulated                                 25,508       30,712
depreciation
Deferred federal income taxes               57,960       17,904
Other assets                                6,050        3,923
Assets held in separate accounts            4,153,757    3,742,403
Total assets                                $7,964,478   $7,598,196

FORTIS BENEFITS INSURANCE COMPANY
RESERVES, LIABILITIES AND SHAREHOLDER'S EQUITY
(In thousands, except per share amounts)

                                                September  30,
                                                 December 31,
                                                1999       1998
                                             (unaudited
                                                 )
     Policy   reserves,   liabilities   and
shareholder's equity
Future policy benefit reserves:
Traditional life insurance                  $   451,332  $   450,776
Interest sensitive and investment products  1,157,384    1,238,125
Accident and health                         916,178      861,334
                                            2,524,894    2,550,235
Unearned revenues                           24,911       13,393
Other policy claims and benefits payable    259,285      255,350
Policyholder dividends payable              8,041        8,189
                                            2,817,131    2,827,167

Debt                                        44,072       20,141
Accrued expenses                            56,313       57,860
Current income taxes payable                5,104        4,168
Other liabilities                           86,093       86,226
Due to affiliates                           7,909        9,479
Liabilities related to separate accounts    4,114,860    3,707,687
Total policy reserves and liabilities       7,131,482    6,712,728


Shareholder's equity:
Common Stock, $5 par value:
Authorized, issued and outstanding shares - 5,000        5,000
1,000,000
Additional paid-in capital                  468,000      468,000
Retained earnings                           388,441      344,605
Unrealized gain on available-for-sale
   Securities (net of deferred taxes 1999--
   $(18,013); 1998--$33,961)                (33,453)     63,071
Unrealized gain on assets held in separate
   Accounts (net of deferred taxes 1999--
$2,697;
   1998--$2,580)                            5,008        4,792
Total shareholder's equity                  832,996      885,468

Total policy reserves, liabilities and      $7,964,478   $7,598,196
shareholder's equity
See accompanying notes.
FORTIS BENEFITS INSURANCE COMPANY
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
                                                   Nine Months
                              Ended
                                              September 30,
                                            1999      1998
   Revenues
Insurance Operations:
Traditional life insurance premiums      $  197,979 $  193,002
Interest sensitive and investment        71,306     63,533
products policy charges
Accident and health premiums             756,299    705,467
                                         1,025,584  962,002
Net investment income                    169,081    176,177
Net realized gains on investments        11,924     46,136
Other income                             38,611     33,742
Total revenues                           1,245,200  1,218,057

Benefits and expenses
Benefits to policyholders:
    Traditional life insurance           143,701    141,304
     Interest sensitive and investment   69,081     71,118
products
     Accident and health                 622,439    584,640
                                         835,221    797,062
Policyholder dividends                   2,390      2,835
   Acquisition of deferred policy        30,475     30,883
acquisition costs
   Insurance commissions                 77,906     80,040
   General and administrative expenses   235,337    226,475
   Total benefits and expenses           1,181,329  1,137,295

Income before income taxes               63,871     80,762


Income tax expense (benefits)
Current                                  8,737      28,325
Deferred                                 11,299     (58)
                                         20,036     28,267
Net income                               43,835     52,495

   Other comprehensive loss:
   Unrealized loss on investments        (96,307)   (1,120)
   Comprehensive(loss) income            $          $   51,375
                                        (52,472)
                      See accompanying notes.


                FORTIS BENEFITS INSURANCE COMPANY
          STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                         (In thousands)
                           (Unaudited)
                                                   Three Months
                              Ended
                                              September  30,
                                            1999      1998

   Revenues
Insurance Operations:
Traditional life insurance premiums      $          $  64,941
                                        66,365
Interest sensitive and investment        23,859     20,631
products policy charges
Accident and health premiums             253,325    241,434
                                         343,549    327,006
Net investment income                    57,692     57,064
Net realized gains on investments        (145)      5,117
Other income                             13,162     11,210
Total revenues                           414,258    400,397

Benefits and expenses
Benefits to policyholders:
    Traditional life insurance           46,405     46,278
     Interest sensitive and investment   23,745     23,236
products
     Accident and health                 207,630    200,771
                                         277,780    270,285
Policyholder dividends                   664        801
   Acquisition of deferred policy        12,221     4,987
acquisition costs
   Insurance commissions                 27,035     28,350
   General and administrative expenses   69,387     74,170
   Total benefits and expenses           387,087    378,593

Income before income taxes               27,171     21,804

Income tax expense (benefits)
Current                                  (674)      4,221
Deferred                                 8,810      3,393
                                         8,136      7,614
Net income                               19,035     14,190
   Other comprehensive (loss) income:
   Unrealized (loss) gain on investments (25,224)   6,984
   Comprehensive (loss)  income          $          $
                                        (6,189)    21,174
                       See accompanying notes.
                Fortis Benefits Insurance Company
                    Statements of Cash Flows
  (In thousands)                                   Nine Months
                              ended
                                                 September  30,
                                        1999      1998
Operating activities
Net income                            $         $
                                     43,835    52,495
Adjustments to reconcile net income
to net cash provided by operating
activities:
Increase  in future policy benefit    63,995    64,625
reserves
Increase (decrease)  in other policy  15,305    (7,434)
claims and benefits and policyholder
dividends payable
Provision for deferred federal income 11,299    (58)
taxes
Increase (decrease) in income taxes   936       (6,787)
payable
Amortization of deferred policy       31,352    30,883
acquisition costs
Policy acquisition costs deferred     (68,446)  (53,706)
Provision for depreciation            6,112     14,924
Amortization of investment  premiums, (1,699)   (2,757)
net
Change in uncollected premiums,
accrued investment income,
reinsurance recoverable, other
receivables, other assets, debt,      7,265     (38,816)
accrued expenses, and other
liabilities
Net realized gains on investments     (11,922)  (46,132)
Net cash provided by operating        98,032    7,237
activities

Investing activities
Purchases of fixed maturity           (1,244,67 (1,655,16
investments                           2)        0)
Sales or maturity of fixed maturity   1,270,319 1,745,599
investments
Increase in short-term investments    (9,907)   (8,295)
Purchases of other investments        (265,668) (340,244)
Sales or maturities of other          205,698   268,056
investments
Purchase of property and equipment    (908)     (164)
Net cash (used in) provided by        (45,138)  9,792
investing activities
Financing activities
Activities related to investment
products:
Considerations received               185,164   152,413
Surrenders and death benefits         (304,791) (243,419)
Interest credited to policyholders    30,291    37,665
Net cash used in financing activities (89,336)  (53,341)
Decrease in cash and cash equivalents ( 36,442) (36,312)

Cash and cash equivalents at          668       9,901
beginning of year
Cash and cash equivalents at end of   $         $
period                                (35,774)  (26,411)

See accompanying notes.

FORTIS BENEFITS INSURANCE COMPANY
Notes to Financial Statements
September 30, 1999
(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,
1999  and the related statement of income for the nine and  three
months ended September 30, 1999 and 1998, and cash flows for  the
nine months ended September 30, 1999 and 1998.

Income tax payments for the nine months ended September 30,  1999
and   September   30,  1998  were  $7,800,000  and   $35,112,000,
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, 1999, 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, 1999 (in thousands):


                                 Gross     Gross
                     Amortized UnrealizedUnrealized   Fair
                        Cost      Gain      Loss     Value

Fixed Income
Securities:
Governments          $          $      696 $  1,383   $
                    99,951                         99,264
Public utilities     230,226    754        10,023     220,957
Industrial and       1,790,256  11,210     53,392     1,748,074
miscellaneous
Other                166,075    406        7,132      159,349
Total                2,286,508  13,066     71,930     2,227,644
Equity securities    164,064    12,540     8,775      167,829
                     $2,450,572 $25,606    $80,705    $2,395,473




FORTIS BENEFITS INSURANCE COMPANY
Notes to Financial Statements
September 30, 1999
(unaudited)


The  amortized  cost  and  fair  value  in  fixed  maturities  at
September 30, 1999, by contractual maturity, are shown below  (in
thousands).   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.

                                         Amortized    Fair
                                            Cost     Value

Due in one year or less                  $          $
                                        82,350     82,446
Due after one year through five years    625,038    621,937
Due after five years through ten years   653,547    633,559
Due after ten years                      925,573    889,702
Total                                    $2,286,508 $2,227,644


Proceeds  from  sales  and  maturities of  investments  in  fixed
maturities in the nine-month period ended September 30, 1999 were
$1,230,168,000,  and $40,151,000 respectively.   Gross  gains  of
$10,925,000  and $34,118,000 and gross losses of $14,986,000  and
$6,438,000  were realized on sales during the nine  month  period
ended September 30, 1999 and 1998, respectively.

Mortgage Loans: The Company has issued commercial mortgage  loans
on   properties   located  throughout  the  country.   Currently,
approximately 35% of outstanding principal is concentrated in the
states  of New York, California and Florida.  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.



 .
FORTIS BENEFITS INSURANCE COMPANY
Notes to Financial Statements
September 30, 1999
(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):


Realized Gain (Loss)
                                                Investment     Income
on Investments
                               1999       1998      1999       1998
Fixed maturities           $118,381     $120,421   $ (4,061)  $27,680
Preferred stocks           7            88         3          14
Common stocks              5,116        6,811      15,969     8,985
Mortgage loans on real     41,178       43,143     -          (198)
estate
Policy loans               3,896        3,444      -          -
Short-term investments     612          1,451      -          -
Real estate and other      4,201        5,680      13         9,655
investments
                           173,391      181,038    $11,924    $46,136
Expenses                   4,310        4,861
                           $169,081     $176,177























                Fortis Benefits Insurance Company

        Management's Discussion and Analysis of Financial
 Condition and Results of Operations September 30, 1999 Compared
                      to September 30, 1998

Revenues
The  Company's  major products are group disability  and  dental,
group  medical,  group  life,  and annuity  and  individual  life
insurance coverages sold through a network of independent  agents
and  brokers.   In the fourth quarter of 1998, the Company  began
issuing individual long-term care products which caused a  slight
shift  in  the  product premium mix in the first nine  months  of
1999.   Year-to-date third quarter group disability  and  dental,
group medical, group life, annuity and individual life, and  long
term  care  premiums  represented  39%,  33%,  19%,  8%  and  1%,
respectively  of premium in 1999 and 38%, 35%,  19%,  8%  and  0%
respectively  in 1998. The decrease in group medical  premium  is
the  result  of a decision in 1996 to discontinue  new  sales  of
certain medical products.

The  Company  continues to match investment portfolio composition
to  liquidity needs and capital requirements. Changes in interest
rates  during 1999 and 1998 resulted in recognition  of  realized
gains and losses upon sales of securities.

BenefitsThe third quarter policyholder benefit to premium ratio
remained relatively flat, decreasing to 81.4% in 1999 from 83.0%
in  1998. The group disability and dental, group medical, group
life, annuity and individual life, and long term care benefit to
premium ratios for the nine months ended September 30, were 84%,
82%,  72%, 97%, and 49% respectively in 1999 and 81%, 85%, 74%,
106%,  and  32% respectively in 1988.  Group disability  had  a
higher  than expected claim incidence coupled with longer  than
expected  claim  payment  periods.  Group  life  had  favorable
experience in the first nine months of 1999 compared to the same
period in 1998.  The annuity and individual life business  also
experienced  lower  mortality experience  in  the  first  three
quarters of 1999 compared to the same period in 1998, in addition
to  lower interest crediting on the Company's decreasing policy
base of interest sensitive and investment products.

Expenses
The  Company's  general and administrative expense  to  premium
ratio  remained  relatively flat, decreasing to  23.2%  in  the
first  nine  months of 1999 from 23.8% in the  same  period  in
1998.  The  Company continued to monitor expenses, striving  to
improve the expense to premium ratio, while maintaining quality
and timely services to policyholders.

Commission  rates have decreased from the levels in 1998.  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.

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 contractowners bear the
investment  risk  related  to  the  variable  products.
Therefore,  the  risks associated with the  investments
supporting  the variable separate accounts are  assumed
by  contractowners,  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.

Year 2000
Introduction. The information provided in this section and in
other  communications is to keep  the  reader  informed
about   Fortis,  Inc.  and its subsidiaries  ("Fortis")
Year   2000   effort.  A  list  of  the  Fortis,   Inc.
subsidiaries  is  attached hereto as Exhibit  A.   This
information   reflects   Fortis'   understanding    and
expectations  as  of the date we provide  it,  but  the
situation  could  change over time.  This  document  is
designated as a Year 2000 Readiness Disclosure and  the
information contained herein is provided in  accordance
with the Year 2000 Information and Readiness Disclosure
Act (112 Stat. 2386).

Fortis  relies heavily on information technology ("IT")
systems  to  conduct  its business.   These  Fortis  IT
systems  include both internally developed and  vendor-
supplied  systems.  Fortis also relies  on  the  non-IT
systems  including the embedded technology and facility
related  systems.  In  addition,  Fortis  has  business
relationships with numerous entities including but  not
limited    to    financial   institutions,    financial
intermediaries,  third party administrators  and  other
critical  vendors as well as regulators and  customers.
These  entities  are  themselves reliant  on  their  IT
systems  to conduct their businesses. Therefore,  there
is  a supply chain of dependency among and between  all
involved entities.

State of Readiness.  In 1997, the Fortis parent company
organized  a multi-disciplinary Year 2000 Project  Team
("Team").  The  Team  consists  of  employees  at  each
subsidiary,  audit, legal and outside consultants.  The
Team  and  Fortis  have  developed  and  are  currently
executing  a  comprehensive plan ("Plan")  designed  to
make  Fortis'  IT  systems Year 2000 ready.   The  Plan
covers  four  stages  including  (i)  inventory,   (ii)
assessment,  (iii) programming, and  (iv)  testing  and
certification. Fortis has completed the inventory stage
for     its    internal    hardware,    software    and
telecommunications systems (mainframe and client/server
applications). The assessment process is also  complete
and  Fortis  is  utilizing both internal  and  external
resources  to  reprogram or replace the  systems  where
necessary, and testing the applications for  Year  2000
readiness.  Fortis  has  also inventoried  its  various
facility locations and the systems that relate  thereto
including  embedded technologies. Fortis is  proceeding
with  actions  to ensure Year 2000 readiness  of  those
systems. Programming, testing and certification of  all
systems and applications are targeted for completion by
the end of 1999.

Fortis is also in the process of identifying third parties
with  which they have a material relationship  in  both
sending  and receiving information from those  entities
with respect to current Year 2000 readiness, additional
actions   which   need  to  be  taken   and   potential
opportunities  to share specific, detailed  information
and possible test results.

Costs.  The cost of the Fortis Year 2000 project is estimated
at  $88.2 million (pre-tax) and is being funded through
operating cash flows. Total Year 2000 project costs are
based  on  management's  best  estimates,  which   were
derived   utilizing  numerous  assumptions  of   future
events, including the continued availability of certain
resources,  third party modification  plans  and  other
factors.  Costs to upgrade and replace systems  in  the
normal  course  of  business are not included  in  this
estimate.   As of August 31, 1999, approximately  $69.8
million  (pre-tax) had already been expensed to Fortis.
Fortis believes that its Year 2000 project generally is
on schedule.

Risks.   Fortis is attempting to limit the potential impact
of  the Year 2000 by monitoring the progress of its own
Year  2000  project and those of its critical  external
relationships (both I/T and non-I/T) and by  developing
contingency/recovery  plans.  Those  contingency  plans
have  identified  the  mission  critical  systems   and
relationships  and have put action plans  in  place  to
address a Year 2000 issue. Fortis cannot guarantee that
it  will be able to identify and/or resolve all of  its
Year  2000  issues. Any critical unresolved  Year  2000
issues   at   Fortis  or  its  external  relationships,
however,  could have a material adverse effect  on  the
Fortis'  results of operations, liquidity or  financial
condition. If Fortis' Year 2000 issues were unresolved,
potential  consequences  would  include,  among   other
possibilities, the inability to accurately  and  timely
process  benefit  claims; update  customer's  accounts;
process financial transactions; bill customers;  assess
exposure to risks; determine liquidity requirements  or
report   accurate  data  to  management,  shareholders,
customers,  regulators and others; as well as  business
interruptions or shutdowns, financial losses,  harm  to
its  reputation, increased scrutiny by  regulators  and
litigation related to Year 2000 issues. However, Fortis
is  using methods recognized and adopted in the general
business  community to ensure that any Year 2000  issue
will  be  addressed promptly and any  damages  will  be
mitigated.

Contingency Plans. Consistent with prudent due diligence
efforts, Fortis has defined contingency plans aimed  at
ensuring  the continuity of critical business functions
before and after December 31, 1999, should there be  an
unexpected  system failure. Fortis has developed  plans
that  are  designed  to reduce the negative  impact  on
Fortis,  and  provide  methods of returning  to  normal
operations, if failure occurs.

                          EXHIBIT A

                  FORTIS, INC. SUBSIDIARIES


First Fortis Life Insurance Company
Fortis Insurance Company
Fortis Benefits Insurance Company
American Security Insurance Company
Union Security Life Insurance Company
Standard Guaranty Insurance Company
Insureco, Inc
Fortis Advisers Inc.
Fortis Investors, Inc
United Family Life Insurance Company
Adultcare, Inc.
Dental Health Alliance, L.L.C.
Remembrance Institute, Inc.
Associated California State Insurance Agencies/Ardiel
Insurance Services, Inc
John Alden Financial Corporation
John Alden Life Insurance Company
Houston National Life Insurance Company
Pierce National Life Insurance Company

Note:  Fortis, Inc. has recently acquired the American
Bankers Insurance Group (ABIG) and it's subsidiaries.  To
review ABIG's Year 2000 Readiness Disclosure, please go to
www.us.fortis.com.  Click on "Organization", then on
"American Bankers Insurance Group (ABIG) Year 2000 Readiness
Disclosure".















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 99%
investment grade bonds as of September 30, 1999 and the
Company does not expect this percentage to change
significantly in the future.


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.   None


SIGNATURES

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

Fortis Benefits Insurance Company
(Registrant)

Date:  November 12, 1999


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