Union Security Insurance Co – ‘497’ on 1/28/05

On:  Friday, 1/28/05, at 11:00am ET   ·   Effective:  1/28/05   ·   Accession #:  1047469-5-1763   ·   File #:  33-63829

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Definitive Material   —   Rule 497
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 497         Definitive Material                                    3     12K 

497
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TD WATERHOUSE VARIABLE ANNUITY

 FORTIS BENEFITS INSURANCE COMPANY

 FILE NO. 33-63829

 SUPPLEMENT DATED JANUARY 28, 2005 TO THE PROSPECTUS DATED MAY 3, 2004

497
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SUPPLEMENT DATED JANUARY 28, 2005 TO YOUR PROSPECTUS

ING VP EMERGING MARKETS FUND - EXPENSE CHANGE                                   

Effective January 1, 2005, pursuant to a contractual agreement with ING         
Investments, LLC, ING VP Emerging Markets Fund's investment advisor, the expense
limit for ING VP Emerging Markets Fund is lowered to 1.75%. The prospectus is   
hereby revised as follows:                                                      

1. In the table under the heading "Annual Fund Operating Expenses as of the     
Fund's Year End" of the Prospectus, the expense information for the ING VP      
Emerging Markets Fund is deleted and replaced with the following:               

                                                        [Enlarge/Download Table]

                                                                       TOTAL ANNUAL FUND                                       
                                            12b-1                      OPERATING EXPENSES                            TOTAL     
                                        DISTRIBUTION                  (BEFORE CONTRACTUAL                            ANNUAL    
                                           AND/OR                        FEE WAIVERS OR        CONTRACTUAL FEE        FUND     
                         MANAGEMENT       SERVICING       OTHER             EXPENSE           WAIVERS OR EXPENSE    OPERATING  
FUND                        FEES            FEES         EXPENSES       REIMBURSEMENTS)         REIMBURSEMENTS      EXPENSES   
--------------------- ----------------- -------------- ------------- ----------------------- --------------------- ------------
                                                                                                                               
  ING VP Emerging                                                                                                              
  Markets Fund (a)         0.85%             N/A           1.73              2.58%                  0.83%             1.75%    
--------------------- ----------------- -------------- ------------- ----------------------- --------------------- ------------

2. The following will be added as a Footnote (a) to the table entitled "Annual  
Fund Operating Expenses as of the Fund's Year End" of the Prospectus:           

     Effective January 1, 2005, pursuant to a contractual agreement, ING
      Investments, LLC has lowered the expense limit for the Fund to 1.75%
    through at least December 31, 2005. There is no guarantee that the
      contractual agreement will continue after that date. The contractual
       agreement will only renew if ING Investments, LLC elects to renew it.
      If after December 31, 2005, ING Investments, LLC elects not to renew
 the contractual agreement, the expense limit will revert to the
        limitation under the Fund's expense limitation agreement of 2.50%. Any
        fee waived pursuant to the contractual agreement shall not be eligible
for recoupment.                                               

THIS SUPPLEMENT SHOULD BE RETAINED WITH THE PROSPECTUS FOR FUTURE REFERENCE.

HV-5137                                                                         

497
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 SUPPLEMENT DATED JANUARY 28, 2005 TO THE PROSPECTUS

            On or about December 10, 2004, shareholders of the Investor Class of
the Strong Mid Cap Growth Fund II (the "Strong Mid Cap Fund"), a series of the  
Strong Variable Insurance Funds, Inc., approved (a) an Agreement and Plan of    
Reorganization ("Plan of Reorganization") whereby substantially all of the      
assets and liabilities of the Strong Mid Cap Fund would be transferred on or    
about April 8, 2005 (which date, as may be postponed from time to time in       
accordance with the terms and conditions set forth in the Plan of Reorganization
shall be referred to as the "Closing Date") into the WFVT Discovery Fund (the   
"Wells Fargo Discovery Fund"), a series of the Wells Fargo Variable Trust, in   
exchange for shares of the Wells Fargo Discovery Fund; and (b) interim          
investment advisory agreements between The Strong Funds and Wells Fargo Funds   
Management, LLC, and certain sub-advisors.                                      

        As a result, any of your Contract Value invested in The Strong Mid Cap
Fund II Sub-Account on the Closing Date will automatically be converted into    
shares designated as being invested in the Wells Fargo Discovery Fund           
Sub-Account (formerly known as The Strong Mid Cap Fund II Sub-Account). The     
Wells Fargo Discovery Fund Sub-Account will purchase shares of the Wells Fargo  
Discovery Fund and will be managed by Wells Fargo Funds Management, LLC. The    
investment objectives, risks and expenses associated with the Wells Fargo       
Discovery Fund are more particularly described in that Fund's prospectus and    
statement of additional information which may be ordered from us on or before   
the Closing Date. These documents should be read carefully before deciding      
whether to continue to allocate any portion of your existing or future Premium  
Payments to the Wells Fargo Discovery Fund Sub-Account.                         

        Effective as of the close of trading of the New York Stock Exchange on
the last Business Day before the Closing Date, any existing enrollment programs 
(Dollar Cost Averaging, Dollar Cost Averaging Plus, InvestEase(R) and Asset     
Rebalancing) and/or Fixed Accumulation Feature Transfers that involve transfers 
of Contract Value or allocations to The Strong Mid Cap Fund II Sub-Account will 
be suspended and otherwise considered not to be in good order. Any portion of   
the calculated Death Benefit attributable to sums invested in The Strong Mid Cap
Fund II Sub-Account as of the Closing Date according to the Contract Owner's    
last instructions will continue uninterrupted and unamended. Unless you (or if  
we receive complete written instructions from the Beneficiary in the event that 
Death Benefits become payable on or after the Closing Date) direct us otherwise 
before the Closing Date, effective as of the first Business Day following the   
Closing Date, all then existing enrollment programs and allocations (including  
investment instructions) to The Strong Mid Cap Fund II Sub-Account shall        
automatically be deemed to refer to the Wells Fargo Discovery Fund Sub-Account. 

THIS SUPPLEMENT SHOULD BE RETAINED WITH THE PROSPECTUS FOR FUTURE REFERENCE.

HV-5147                                                                         

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘497’ Filing		Date		First		Last			Other Filings
		12/31/05		2					10-K
		4/8/05		3
Filed on / Effective on:		1/28/05		1		3
		1/1/05		2
		12/10/04		3
		5/3/04		1					424B3
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