FORTIS BENEFITS INSURANCE CO
8-K, 2000-06-01
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          SECURITIES AND EXCHANGE COMMISSION
                 Washington, DC  20549



                       FORM 8-K


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


Date of Report (Date of earliest event reported):  June 1, 2000


           FORTIS BENEFITS INSURANCE COMPANY
               (Exact Name of Registrant
               as Specified in Charter)



Minnesota                          33-63799      81-0170040
(State or Other Jurisdiction       (Commission   (I.R.S. Employer
 of Incorporation)                 File Number)  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




 (Former Name or Former Address, if Changed Since Last
                        Report)


Item 4


(a)      The Board of Directors of the registrant
    approved the engagement of Pricewaterhouse Coopers
    LLP as its independent auditors for the fiscal
    year ending December 31, 2000 to replace the firm
    of Ernst & Young LLP, effective June 1, 2000.

    The reports of Ernst & Young LLP on the
    registrant's financial statements for the past two
    fiscal years did not contain an adverse opinion or
    a disclaimer of opinion and were not qualified or
    modified as to uncertainty, audit scope, or
    accounting principles.

    In connection with the audits of the registrant's
    financial statements for each of the two fiscal
    years ended December 31, 1999, and in the
    subsequent interim period, there were no
    disagreements with Ernst & Young LLP on any
    matters of accounting principles or practices,
    financial statement disclosure, or auditing scope
    and procedures which, if not resolved to the
    satisfaction of Ernst & Young LLP would have
    caused Ernst & Young LLP to make reference to the
    matter in their report.  The registrant has
    requested Ernst & Young LLP to furnish it a letter
    addressed to the Commission stating whether it
    agrees with the above statements.  A copy of that
    letter is filed as Exhibit 1 to this Form 8-K.

(b) The registrant did not consult Pricewaterhouse
    Coopers LLP within its two most recent fiscal
    years, and any subsequent interim period, prior to
    engaging them concerning matters set forth in Item
    304(a)(2) of SEC Regulation SK.
    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 hereunto
duly authorized.


                         FORTIS BENEFITS INSURANCE
COMPANY


                         By:  /s/ David A. Peterson
                         Name:  David A. Peterson
                         Title:  Vice President


Dated:      June 1, 2000

                                              EXHIBIT I









June 1, 2000



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC   20549



Gentlemen:

We have read Item 4 of Form 8-K dated June 1, 2000, of
Fortis Benefits Insurance Company and are in agreement
with the statements contained in the three paragraphs
of Item 4(a) on page 1 therein.  We have no basis to
agree or disagree with other statements of the
registrant contained therein.

                              Very truly yours,

                              /s/ Ernst & Young LLP

                              Ernst & Young LLP



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