UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

AMENDMENT NO. 1

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

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006

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 033-37576

UNION SECURITY INSURANCE COMPANY

(Exact name of registrant as specified in its charter)

IOWA	81-0170040
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
729 INSURANCE EXCHANGE BUILDING
DES MOINES, IOWA	50309
(Address of Principal Executive Offices)	(Zip Code)

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

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  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

¨  Large accelerated filer ¨   Accelerated filer x  Non-accelerated filer

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ¨     No  x

As of May 1, 2006, 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.

UNION SECURITY INSURANCE COMPANY

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006

TABLE OF CONTENTS

Item Number			Page Number
		PART I
EXPLANATORY NOTE		FINANCIAL INFORMATION
1.	FINANCIAL STATEMENTS		2
	Union Security Insurance Company Consolidated Balance Sheets at March 31, 2006 (Unaudited) and December 31, 2005		2
	Union Security Insurance Company Consolidated Statements of Operations (Unaudited) for the three months ended March 31, 2006 and 2005		4
	Union Security Insurance Company Consolidated Statement of Changes in Stockholder’s Equity from December 31, 2005 to March 31, 2006 (Unaudited)		5
	Union Security Insurance Company Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2006 and 2005 (restated)		6
	Union Security Insurance Company Notes to the Consolidated Financial Statements for the three months ended March 31, 2006 and 2005 (Unaudited)		7
4.	CONTROLS AND PROCEDURES		11
		PART II
		OTHER INFORMATION
6.	EXHIBITS		11
SIGNATURES			12

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A is being filed for the purpose of amending Items 1 and 4 of Part I of the Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 of Union Security Insurance Company (the “Company”) to reflect the restatement of the Company’s Unaudited Interim Consolidated Statements of Cash Flows for the three months ended March 31, 2006 and 2005, as described in Footnote 2 to the Unaudited Interim Consolidated Financial Statements included in this Form 10-Q/A. All other Items of the original filing on Form 10-Q made on May 10, 2006 are unaffected by the changes to the Unaudited Interim Consolidated Statements of Cash Flows and such Items have not been included in this Amendment. Information in this Form 10-Q/A is generally stated as of March 31, 2006 and does not reflect any subsequent information or events other than the restatement of the Unaudited Interim Consolidated Statements of Cash Flows. More current information with respect to the Company is contained within its Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, and other filings with the Securities and Exchange Commission.

Union Security Insurance Company

Consolidated Balance Sheets

At March 31, 2006 (Unaudited) and December 31, 2005

	March 31, 2006		December 31, 2005
	(in thousands except number of shares)
Assets
Investments:
Fixed maturities available for sale, at fair value (amortized cost—$3,293,763 in 2006 and $3,316,091 in 2005)	$	3,361,149	$	3,488,415
Equity securities available for sale, at fair value
(cost—$345,851 in 2006 and $317,341 in 2005)		346,178		318,120
Commercial mortgage loans on real estate at amortized cost		766,893		758,966
Policy loans		9,617		9,773
Short-term investments		41,560		79,916
Collateral held under securities lending		319,701		384,141
Other investments		68,985		61,024
Total investments		4,914,083		5,100,355
Cash and cash equivalents		36,989		19,032
Premiums and accounts receivable, net		110,941		88,566
Reinsurance recoverables		1,283,876		1,261,030
Due from affiliates		570		—
Accrued investment income		55,847		51,352
Deferred acquisition costs		121,804		123,222
Property and equipment, at cost less accumulated depreciation		932		1,069
Deferred income taxes, net		58,384		25,425
Goodwill		164,594		164,604
Value of business acquired		32,749		33,965
Other assets		39,980		41,962
Assets held in separate accounts		3,222,696		3,200,233
Total assets	$	10,043,445	$	10,110,815

See the accompanying notes to the consolidated financial statements.

2

Union Security Insurance Company

Consolidated Balance Sheets

At March 31, 2006 (Unaudited) and December 31, 2005

	March 31, 2006		December 31, 2005
	(in thousands except number of shares)
Liabilities
Future policy benefits and expenses	$	3,167,039	$	3,154,577
Unearned premiums		42,883		39,967
Claims and benefits payable		1,969,235		1,936,610
Commissions payable		22,415		22,995
Reinsurance balances payable		10,535		10,529
Funds held under reinsurance		99		96
Deferred gain on disposal of businesses		166,501		173,084
Obligation under securities lending		319,701		384,141
Accounts payable and other liabilities		134,150		174,646
Due to affiliates		—		5,875
Tax payable		19,876		6,720
Liabilities related to separate accounts		3,222,696		3,200,233
Total liabilities	$	9,075,130	$	9,109,473
Commitments and contingencies (Note 5)	$	—	$	—
Stockholder’s equity
Common stock, par value $5 per share, 1,000,000 shares authorized, issued, and outstanding	$	5,000	$	5,000
Additional paid-in capital		542,169		542,169
Retained earnings		370,204		334,644
Accumulated other comprehensive income		50,942		119,529
Total stockholder’s equity		968,315		1,001,342
Total liabilities and stockholder’s equity	$	10,043,445	$	10,110,815

See the accompanying notes to the consolidated financial statements.

3

Union Security Insurance Company

Consolidated Statements of Operations (Unaudited)

Three Months Ended March 31, 2006 and 2005

	Three Months Ended March 31,
	2006			2005
	(in thousands)
Revenues
Net earned premiums and other considerations	$	388,599		$	456,065
Net investment income		87,796			69,114
Net realized (loss) gain on investments		(1,780	)		401
Amortization of deferred gain on disposal of businesses		6,582			8,741
Fees and other income		2,279			2,946
Total revenues		483,476			537,267
Benefits, losses and expenses
Policyholder benefits		308,191			359,841
Amortization of deferred acquisition costs and value of business acquired		14,629			17,966
Underwriting, general and administrative expenses		107,778			116,543
Total benefits, losses and expenses		430,598			494,350
Income before income taxes		52,878			42,917
Income taxes		17,318			15,283
Net income	$	35,560		$	27,634

See the accompanying notes to the consolidated financial statements.

4

Union Security Insurance Company

Consolidated Statement of Changes in Stockholder’s Equity

From December 31, 2005 to March 31, 2006 (Unaudited)

	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Total
	(in thousands)
Balance, December 31, 2005	$	5,000	$	542,169	$	334,644	$	119,529		$	1,001,342
Comprehensive income:
Net income		—		—		35,560		—			35,560
Other comprehensive income:
Net change in unrealized gains on securities		—		—		—		(68,503	)		(68,503	)
Foreign currency translation		—		—		—		(84	)		(84	)
Total other comprehensive loss											(68,587	)
Total comprehensive loss											(33,027	)
Balance, March 31, 2006	$	5,000	$	542,169	$	370,204	$	50,942		$	968,315

See the accompanying notes to the consolidated financial statements.

5

Union Security Insurance Company

Consolidated Statements of Cash Flows (Unaudited)

Three Months Ended March 31, 2006 and 2005

	Three Months Ended March 31,
	2006 Restated			2005 Restated
	(in thousands)
Net cash provided by operating activities	$	25,041		$	38,436
Investing activities
Sales of:
Fixed maturities available for sale		264,489			63,925
Equity securities available for sale		108,547			5,721
Other invested assets		1,493			2,057
Maturities, prepayments, and scheduled redemption of:
Fixed maturities available for sale		39,717			57,962
Purchases of:
Fixed maturities available for sale		(326,666	)		(157,033	)
Equity securities available for sale		(116,519	)		(11,831	)
Other invested assets		(9,454	)		(8,590	)
Property and equipment		(71	)		—
Change in commercial mortgage loans on real estate		(7,959	)		10,102
Change in short-term investments		39,185			(25,179	)
Change in collateral held under securities lending		64,440			(68,716	)
Change in policy loans		154			(57	)
Net cash provided by (used in) investing activities		57,356			(131,639	)
Financing activities
Change in obligation under securities lending		(64,440	)		68,716
Net cash (used in) provided by financing activities		(64,440	)		68,716
Change in cash and cash equivalents		17,957			(24,487	)
Cash and cash equivalents at beginning of period		19,032			43,362
Cash and cash equivalents at end of period	$	36,989		$	18,875

See the accompanying notes to the consolidated financial statements.

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Union Security Insurance Company

Notes to the Financial Statements (Unaudited)

Three Months Ended March 31, 2006 and 2005

1. Nature of Operations

Union Security Insurance Company (the “Company”), formerly known as Fortis Benefits Insurance Company, is a provider of life and health insurance products. The Company is an indirect wholly owned subsidiary of Assurant, Inc. (the “Parent”). Assurant, Inc.’s common stock is traded on the New York Stock Exchange under the symbol AIZ.

The Company was redomesticated to Iowa from Minnesota in 2004 and changed its name from Fortis Benefits Insurance Company in 2005. The Company distributes its products in all states except New York. The Company’s revenues are derived principally from group employee benefits, group health and pre-funded funeral products.

2. Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, these statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair statement of the financial statements have been included. Certain prior period amounts have been reclassified to conform to the 2005 presentation.

Dollar amounts are in thousands, except for number of shares and per share amounts.

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

Operating results for the three months ended March 31, 2006 are not necessarily indicative of the results that may be expected for the year ending December 31, 2006. The accompanying interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s annual report on Form 10-K for the year ended December 31, 2005.

Restatement of Interim Consolidated Statements of Cash Flows (unaudited)

The Interim Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2006 and 2005 have been restated to reflect changes in the net receivable/payable from unsettled investment purchases and sales, previously classified within “adjustments to reconcile net income to net cash provided by (used in) operating activities,” have been reclassified to cash flows from investing activities, to the extent such balances pertained to investments classified as available for sale.

As a result of the restatements to correct these errors, previously reported cash flows provided by (used in) operating activities and cash flows provided by (used in) investing activities were increased or reduced for the three months ended March 31, 2006 and 2005 as follows:

	Three Months Ended March 31, 2006
	As Previously Reported			Impact of Restatement			As Restated
Net cash provided by operating activities	$	5,061		$	19,980		$	25,041
Net cash provided by investing activities		77,336			(19,980	)		57,356
Net cash (used in) financing activities		(64,440	)		—			(64,440	)
Change in cash and cash equivalents		17,957			—			17,957
Cash and cash equivalents at beginning of period		19,032			—			19,032
Cash and cash equivalents at end of period	$	36,989		$	—		$	36,989
	Three Months Ended March 31, 2005
	As Previously Reported			Impact of Restatement			As Restated
Net cash provided by operating activities	$	47,277		$	(8,841	)	$	38,436
Net cash (used in) investing activities		(140,480	)		8,841			(131,639	)
Net cash provided by financing activities		68,716			—			68,716
Change in cash and cash equivalents		(24,487	)		—			(24,487	)
Cash and cash equivalents at beginning of period		43,362			—			43,362
Cash and cash equivalents at end of period	$	18,875		$	—		$	18,875

The restatements had no impact on the total change in cash and cash equivalents within the Unaudited Interim Consolidated Statements of Cash Flows or on the Unaudited Consolidated Statements of Operations or Unaudited Interim Consolidated Balance Sheet.

3. Recently Adopted Accounting Pronouncements

On January 1, 2006, the Parent adopted Statement of Financial Accounting Standards (“FAS”) No. 123 (revised 2004), Share-Based Payment (“FAS 123R”) which replaces Statement of Financial Accounting Standards No. 123, Share-Based Payment and supersedes Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees. FAS 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The pro forma disclosures previously permitted under FAS 123 are no longer an alternative to financial statement recognition. Under FAS 123R, the Company must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for compensation cost, and the transition method to be used at date of adoption. The Parent adopted FAS 123R using the modified prospective method which requires that compensation expense be recorded for all unvested stock

7

Union Security Insurance Company

Notes to the Financial Statements (Unaudited)

Three Months Ended March 31, 2006 and 2005

options at the beginning of the first quarter of adoption of FAS 123R. The adoption of FAS 123R did not have a material impact on the Company’s consolidated financial statements.

On January 1, 2006, the Company adopted FAS No. 154, Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20, Accounting Changes, and Statement No. 3, Reporting Accounting Changes in Interim Financial Statements (“FAS 154”). FAS 154 changes the accounting and reporting of a change in accounting principle. Prior to FAS 154, the majority of voluntary changes in accounting principles were required to be recognized as a cumulative effect adjustment within net income during the period of the change. FAS 154 requires retrospective application to prior period financial statements unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. The adoption of FAS 154 did not have a material effect on our consolidated financial position or results of operations.

4. Retirement and Other Employee Benefits

The Parent 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. The Parent’s pension plan funding policy is to contribute amounts to the plan sufficient to meet the minimum funding requirements set forth in the Employee Retirement Income Security Act of 1974, plus additional amounts as the Parent may determine to be appropriate from time to time up to the maximum permitted, and to charge each subsidiary an allocable amount based on its employee census. Pension cost allocated to the Company amounted to approximately $1,908 and $1,980 for the three months ended March 31, 2006 and 2005, respectively.

The Company participates in a contributory profit sharing plan, sponsored by our Parent, 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 by the Company was approximately $2,018 and $1,865, for the three months ended March 31, 2006 and 2005, 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 the Parent. Health care benefits, either through the Parent’s 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.

8

Union Security Insurance Company

Consolidated Statements of Cash Flows (Unaudited)

Three Months Ended March 31, 2006 and 2005

5. 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.

9

Union Security Insurance Company

Consolidated Statements of Cash Flows (Unaudited)

Three Months Ended March 31, 2006 and 2005

6. Subsequent Event

On April 1, 2006, the Company transferred the assets and liabilities related to its Canadian operations to Assurant Life of Canada (“ALOC”), an indirectly wholly owned subsidiary of the Parent, in exchange for ALOC common stock equal to the fair value of the net assets transferred. This transaction met the criteria for the transfer of net assets constituting a business per the Emerging Issues Task Force Issue No. 98-3, Determining Whether a Nonmonetary Transaction Involves Receipt of Productive Assets or of a Business. The Company will not report a gain in the results of operations as a result of the transaction. The Company does not believe this transaction will materially affect the Company’s results of operations or financial condition.

10

Item 4. Controls And Procedures.

Under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, we had previously evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2006. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer had previously 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.

In connection with this filing on Form 10-Q/A, the Chief Executive Officer and the Chief Financial Officer reevaluated our disclosure controls and procedures and concluded they were effective as of March 31, 2006 as described above. In reaching this conclusion, management considered the impact of the restatement described in Note 2 to the financial statements included in this filing.

PART II

OTHER INFORMATION

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.

31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32.1	Certification of Chief Executive Officer of Union Security 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 Union Security Insurance Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

11

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 November 20, 2006.

UNION SECURITY INSURANCE COMPANY
By:	/s/ P. Bruce Camacho
Name:	P. Bruce Camacho
Title:	President and Chief Executive Officer
By:	/s/ Peter A. Walker
Name:	Peter A. Walker
Title:	Treasurer and Chief Financial Officer

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