UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

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

FORTIS BENEFITS INSURANCE COMPANY

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (651) 361-4000

NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last report)

     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 þ No o

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).

Yes o No þ

     As of May 2, 2005, there were 1,000,000 shares of common stock of the registrant outstanding, all of which are owned by Assurant, Inc.

     THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS H(1)(a) AND (b) OF FORM 10-Q AND IS FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.

FORTIS BENEFITS INSURANCE COMPANY
QUARTERLY REPORT ON FORM 10-Q
FOR THE FISCAL YEAR ENDED MARCH 31, 2005

TABLE OF CONTENTS

Fortis Benefits Insurance Company

See the accompanying notes to the consolidated financial statements.

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Fortis Benefits Insurance Company
Consolidated Balance Sheets
At March 31, 2005 (Unaudited) and December 31, 2004 ®

See the accompanying notes to the consolidated financial statements.

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Fortis Benefits Insurance Company

See the accompanying notes to the consolidated financial statements.

4

Fortis Benefits Insurance Company

See the accompanying notes to the consolidated financial statements.

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Fortis Benefits Insurance Company

See the accompanying notes to the consolidated financial statements.

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Fortis Benefits Insurance Company

1. Nature of Operations

Fortis Benefits Insurance Company (the “Company”) is a provider of life and health insurance products. On January 1, 2004, the Company was an indirect wholly owned subsidiary of Fortis, Inc., which itself was an indirect, wholly owned subsidiary of Fortis N.V. of the Netherlands and Fortis SA/NV of Belgium (collectively, “Fortis”) through their affiliates, including their wholly owned subsidiary, Fortis Insurance N.V.

On February 5, 2004, Fortis sold approximately 65% of its ownership interest in Assurant, Inc. via an initial public offering (the “IPO”) and retained approximately 35% of its ownership (50,199,130 shares). In connection with the IPO, Fortis, Inc. was merged into Assurant, Inc., a Delaware corporation, which was formed solely for the purpose of the redomestication of Fortis, Inc. After the merger, Assurant, Inc. became the successor to the business, operations and obligations of Fortis, Inc. Assurant, Inc. is traded on the New York Stock Exchange under the symbol AIZ.

On January 21, 2005, Fortis owned approximately 36% (50,199,130 shares) of Assurant, Inc. based on the number of shares outstanding that day and sold 27,200,000 of those shares in a secondary offering to the public. Assurant, Inc. did not receive any of the proceeds from the sale of shares of common stock by Fortis. Fortis received all net proceeds from the sale. Fortis concurrently sold exchangeable bonds, due January 26, 2008, that are mandatorily exchangeable for their remaining 22,999,130 shares of Assurant, Inc. Fortis may elect, prior to the maturity date of the bonds, a cash settlement alternative and pay the bondholders an amount of cash equal to the applicable market value of Assurant, Inc.’s common stock. The exchangeable bonds and the shares of the Assurant, Inc.’s common stock into which they are exchangeable have not been and will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The Company was redomesticated to Iowa from Minnesota in 2004. The Company distributes its products in all states except New York. The Company’s revenues are derived principally from group employee benefits products and from individual, group health and pre-need products. The Company offers insurance products, including life insurance policies, annuity contracts, and group life, accident and health insurance policies.

2. Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates when recording transactions resulting from business operations based on information currently available. The most significant items on the Company’s balance sheet that involve accounting estimates and actuarial determinations are the value of business acquired (“VOBA”), goodwill, reinsurance recoverables, valuation of investments, deferred acquisition costs (“DAC”), liabilities for future policy benefits and expenses, taxes, and claims and benefits payable. The accounting estimates and actuarial determinations are sensitive to market conditions, investment yields, mortality, morbidity, commissions and other acquisition expenses, and terminations by policyholders. As additional information becomes available or actual amounts are determinable, the recorded estimates will be revised and reflected in operating results. Although some

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variability is inherent in these estimates, the Company believes the amounts provided are reasonable and adequate.

Dollar amounts are presented in U.S. dollars and all amounts are in thousands except for number of shares and securities.

The consolidated financial statements include the accounts of the Company and all of its wholly owned subsidiaries. All significant inter-company transactions and balances are eliminated in consolidation.

3. Retirement and Other Employee Benefits

The Company is an indirect wholly-owned subsidiary of Assurant, Inc., which sponsors a defined benefit pension plan and certain other post retirement benefits covering employees and certain agents who meet eligibility requirements as to age and length of service. Plan assets of the defined benefit plans are not specifically identified by each participating subsidiary. Therefore, a breakdown of plan assets is not reflected in these financial statements. The Company has no legal obligation for benefits under these plans. The benefits are based on years of service and career compensation. Assurant’s pension plan funding policy is to contribute annually the maximum amount that can be deducted for federal income tax purposes, and to charge each subsidiary an allocable amount based on its employee census. Pension cost allocated to the Company amounted to approximately $1,980 and $1,751 for the three months ended March 31, 2005 and 2004, respectively.

The Company participates in a contributory profit sharing plan, sponsored by Assurant, Inc., covering employees and certain agents who meet eligibility requirements as to age and length of service. Benefits are payable to participants on retirement or disability and to the beneficiaries of participants in the event of death. For employees hired on or before December 31, 2000, the first 3% of an employee’s contribution is matched 200% by the Company. The second 2% is matched 50% by the Company. For employees hired after December 31, 2000, the first 3% of an employee’s contribution is matched 100% by the Company. The second 2% is matched 50% by the Company. The amount expensed was approximately $1,510 and $1,548 for the three months ended March 31, 2005 and 2004, respectively.

With respect to retirement benefits, the Company participates in other health care and life insurance benefit plans (postretirement benefits) for retired employees, sponsored by Assurant. Health care benefits, either through an Assurant sponsored retiree plan for retirees under age 65 or through a cost offset for individually purchased Medigap policies for retirees over age 65, are available to employees who retire on or after January 1, 1993, at age 55 or older, with 10 years or more service. Life insurance, on a retiree pay all basis, is available to those who retire on or after January 1, 1993.

4. Commitments and Contingencies

The Company is regularly involved in litigation in the ordinary course of business, both as a defendant and as a plaintiff. The Company may from time to time be subject to a variety of legal and regulatory actions relating to the Company’s current and past business operations. While the Company cannot predict the outcome of any pending or future litigation, examination or investigation, the Company does not believe that any pending matter will have a material adverse effect on the Company’s financial condition or results of operations.

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PART I
FINANCIAL INFORMATION

Item 2. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations.

(Dollar amounts in thousands except share data.)

          Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) addresses the financial condition of Fortis Benefits Insurance Company and its subsidiaries (collectively, FBIC or the Company) as of March 31, 2005, compared with December 31, 2004, and its results of operations for the three months ended March 31, 2005, compared with the equivalent 2004 period. This discussion should be read in conjunction with FBIC’s MD&A and annual audited financial statements as of December 31, 2004 filed with the Company’s Form 10-K for the year ended December 31, 2004 filed with the U.S. Securities and Exchange Commission (hereafter referred to as the Company’s 2004 Form 10-K) and unaudited consolidated financial statements and related notes included elsewhere in this Form 10-Q.

          Some of the statements in this MD&A and elsewhere in this report may contain forward-looking statements that reflect our current views with respect to, among other things, future events and financial performance. You can identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of those words or other comparable words. Any forward-looking statements contained in this report are based upon our historical performance and on current plans, estimates and expectations. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in this report. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Any forward-looking statements you read in this report reflect our current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, financial condition, growth strategy and liquidity.

     The table below presents information regarding our consolidated results of operations:

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  Three Months Ended March 31, 2005 Compared to March 31, 2004

     Total Revenues

     Total revenues increased by $13,273, or 3%, to $537,267 for the three months ended March 31, 2005 from $523,994 for the three months ended March 31, 2004.

     Net earned premiums and other considerations increased by $17,507, or 4%, to $456,065 for the three months ended March 31, 2005 from $438,558 for the three months ended March 31, 2004. The increase was primarily due to increases of $26,564 and $3,915 in our group disability and group life businesses, respectively, offset by a decrease of $7,881 and $4,830 in our small employer group health and preneed businesses, respectively. The increase in group disability was primarily driven by increased business written through alternate distribution sources, including an increase in single premiums assumed for risk related to closed blocks of business to $26,700 for the three months ended March 31, 2005 from $13,103 for the three months ended March 31, 2004. The increase in group life was due to higher persistency and higher sales. The decrease in our small employer group health was due to a decline in membership partially offset by premium rate increases. The decrease in preneed was due to lower sales of life policies.

     Net investment income increased by $2,018, or 3%, to $69,114 for the three months ended March 31, 2005 from $67,096 for the three months ended March 31, 2004. This increase was primarily due to increases in invested assets.

     Net realized gains on investments decreased by $3,191, or 89%, to $401 for the three months ended March 31, 2005 from $3,592 for the three months ended March 31, 2004. Net realized gains are comprised of both other-than-temporary impairments and realized gains/(losses) on the sales of securities. For the three months ended March 31, 2005 and 2004, we had other-than-temporary impairments on available for sale securities of zero and $131, respectively.

     Amortization on deferred gain on disposal of business decreased by $2,117, or 19%, to $8,741 for the three months ended March 31, 2005 from $10,858 for the three months ended March 31, 2004. The decrease was consistent with the anticipated run-off of the business ceded to The Hartford in 2001 and John Hancock in 2000.

     Fees and other income decreased by $944, or 24%, to $2,946 for the three months ended March 31, 2005 from $3,890 for the three months ended March 31, 2004. The decrease is primarily due to a decline in the value of the Consumer Price Index Cap, a derivative instrument.

     Total Benefits, Losses and Expenses

     Total benefits, losses and expenses increased by $5,107, or 1%, to $494,350 for the three months ended March 31, 2005 from $489,243 for the three months ended March 31, 2004.

     Policyholder benefits increased by $4,563, or 1%, to $359,841 for the three months ended March 31, 2005 from $355,278 for the three months ended March 31, 2004. The increase was primarily due to an increase in our group disability business of $23,278. The increase was offset by decreases of $11,418, $4,472 and $686 in our small employer group health, preneed and group life businesses, respectively. The increase in group disability was due to the assumption of risk related to a closed block of group disability business and increased business written through our alternate distribution sources. The decrease in our small employer group health was due to a decline in membership combined with favorable experience. The decrease in preneed was due to lower sales of life policies. The decrease in group life was due to favorable mortality.

     Selling, underwriting and general expenses increased by $544, or less than 1%, to $134,509 for the three months ended March 31, 2005 from $133,965 for the three months ended March 31, 2004. The increase was due to an increase in amortization of deferred acquisition costs of $3,017 as well as increased commission expense of $2,310.

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These increases were offset by a decrease in general and administrative expenses of $4,782. The increase in amortization of deferred acquisition costs was primarily due to higher deferred costs and amortization. The increase in commissions expense was primarily due to a change in the mix of business in group disability to alternate distribution sources which have a higher commission rate than traditional group disability. The increase in commission expense was offset by a decrease in small employer group health business due to a decline in membership. The decrease in general and administrative expenses was primarily due to lower than expected compensation expenses in our group disability and group dental businesses.

     Net Income

     Net income increased by $4,921, or 22%, to $27,634 for the three months ended March 31, 2005 from $22,713 for the three months ended March 31, 2004.

     Income taxes increased by $3,245, or 27%, to $15,283 for the three months ended March 31, 2005 from $12,038 for the three months ended March 31, 2004. This increase was due to an increase in pre-tax income.

Item 3. Quantitative And Qualitative Disclosures About Market Risk.

     Not required under the reduced disclosure format.

Item 4. Controls And Procedures.

     Under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2005. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of that date in providing a reasonable level of assurance that information we are required to disclose in reports we file or furnish under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods in SEC rules and forms. Further, our disclosure controls and procedures were effective in providing a reasonable level of assurance that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

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PART II

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.

     Not required under the reduced disclosure format.

Item 3. Defaults Upon Senior Securities.

     Not required under the reduced disclosure format.

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

     Not required under the reduced disclosure format.

Item 5. Other Information.

	(a)	None.
	(b)	Because all of the Company’s outstanding common stock is held indirectly by Assurant, Inc., the Company does not file a Schedule 14A and has not adopted any procedures by which security holders may recommend nominees to the registrant’s board of directors.

Item 6. Exhibits

     The following exhibits either (a) are filed with this report or (b) have previously been filed with the SEC and are incorporated herein by reference to those prior filings. Exhibits are available upon request at the investor relations section of our website, located at www.assurant.com.

10.1	Assurant Long Term Incentive Plan (ALTIP). (incorporated by reference from Assurant, Inc.’s Form 8-k filed April 13, 2005)
10.2	Amended and Restated Revolving Credit Agreement dated April 29, 2005 by and among Assurant, Inc., as the borrower, certain banks and financial institutions, as the lenders, and arranged by J.P. Morgan Securities Inc. and Citigroup Global Markets, Inc.
31.1	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.
31.2	Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.
32.1	Certification of Chief Executive Officer of Fortis Benefits Insurance Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer of Fortis Benefits Insurance Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on May 16, 2005.

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