FORTIS BENEFITS INSURANCE CO, POS AM, 1998-02-25

FORTIS BENEFITS INSURANCE CO
POS AM, 1998-02-25

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<PAGE>

As filed with the Securities and Exchange Commission on February 26, 1998
Registration No. 33-63799

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 4 to

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

FORTIS BENEFITS INSURANCE COMPANY
-----------------------------------------
(Exact name of registrant as specified in its charter)

Minnesota
-----------------------------------------
(State or other jurisdiction of incorporation or organization)

63
-----------------------------------------
(Primary Standard Industrial Classification Code Number)

81-0170040
(I.R.S. Employer Identification No.)

500 Bielenberg Drive
Woodbury, Minnesota 55125
612-738-5590
-----------------------------------------
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)

Rhonda J. Schwartz, Esquire
P. O. Box 64284
Saint Paul, Minnesota 55164
612-738-4499
-----------------------------------------
(Name, address including zip code, and telephone number, including
area code, of agent for service)

Approximate Date of Commencement of Proposed Sale to Public: As soon as
practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: /X/

-------------------------------
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------
Title of each Proposed Proposed maximum
class of securities Amount to be maximum offering aggregate Amount of
to be registered registered price per unit offering price registration fee
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Interests under flexible * * [None registered herewith.]
premium deferred
fixed annuity
contracts
</TABLE>

- ---------------
* The maximum aggregate offering price is estimated solely for the purpose of
determining the registration fee. The amount being registered and the proposed
maximum offering price per unit are not applicable in that these securities are
not issued in predetermined amounts or units.

<PAGE>

FORTIS BENEFITS INSURANCE COMPANY

Cross-Reference Sheet
Pursuant to Regulation S-K
Item 501(b)

Form S-1 Item Number Prospectus Caption

<S> <C>
1. Forepart of the Registration Statement Cover Page; Table of Contents; Distribution and
and Outside Front Cover Page of Servicing
Prospectus

2. Inside Front and Back Other Information; Reports
Cover Pages of Prospectus

3. Summary Information, Risk Summary of Contract Features or, as to ratio of
Factors and Ratio of earnings to fixed charges, Not Applicable
Earnings to Fixed Charges

4. Use of Proceeds The Variable Account; Series Fund; The Fixed
Account

5. Determination of Offering Not Applicable
Price

6. Dilution Not Applicable

7. Selling Security Holders None

8. Plan of Distribution Distribution and Servicing

9. Description of Securities Cover Page; The Variable Account; Series Fund;
to be Registered The Fixed Account; Accumulation Period;
Charges and Deductions; General Provisions

10. Interests of Named Legal Matters
Experts and Counsel

11. Information with Respect Fortis Benefits/Fortis Financial Group Member;
to the Registrant Further Information About Fortis Benefits;
Financial Statements; Distribution and
Servicing

12. Disclosure of Commission Not Applicable
Position on Indemnification
for Securities Act
Liabilities
</TABLE>

<PAGE>
FORTIS
MASTERS
VARIABLE
ANNUITY
Certificates Under Flexible
Premium Deferred
Combination Variable and
Fixed Annuity Contracts

PROSPECTUS DATED
May 1, 1998

FORTIS-R-

FORTIS BENEFITS INSURANCE COMPANY
MAILING ADDRESS: STREET ADDRESS: PHONE: 1-800-800-2000
P.O. BOX 64272 500 BIELENBERG DRIVE EXTENSION 3057
ST. PAUL WOODBURY
MINNESOTA 55164 MINNESOTA 55125

This Prospectus describes interests under flexible premium deferred combination
variable and fixed annuity contracts issued either on a group basis or as
individual contracts by Fortis Benefits Insurance Company ("Fortis Benefits").
Participation in a group contract will be accounted for by the issuance of a
certificate showing your interest under the group contract. Participation in an
individual contract is shown by the issuance of an individual annuity contract.
The certificate and the individual contract are hereafter both referred to as
the "Certificate". The minimum initial purchase payment under a Certificate is
generally $5,000 ($2,000 for a qualified plan) and there is a $1,000 minimum for
each subsequent purchase payment.

A Certificate allows you to accumulate funds on a tax-deferred basis. You may
elect a guaranteed interest accumulation option through Fortis Benefits' Fixed
Account or a variable return accumulation option through Variable Account D (the
"Variable Account") of Fortis Benefits, or a combination of these two options.
Under the variable rate accumulation option, you can choose among one or more of
the following investment portfolios of Fortis Series Fund, Inc. (the "Series
Fund"): Money Market Series, U.S. Government Securities Series, Diversified
Income Series, Global Bond Series, High Yield Series, Asset Allocation Series,
Global Asset Allocation Series, Value Series, Growth & Income Series, S&P 500
Index Series, Blue Chip Stock Series, Global Growth Series, Growth Stock Series,
International Stock Series, Aggressive Growth Series, Small Cap Value Series,
Mid Cap Value Series, and Large Cap Growth Series. The accompanying Prospectus
for Fortis Series Fund describes the investment objectives, policies and risks
of each of the Portfolios. Under the guaranteed interest accumulation option,
you can choose among ten different guarantee periods, each of which has its own
interest rate.

The Certificate provides several different types of retirement and death
benefits, including fixed and variable annuity income options. Within limits,
you may make partial surrenders of the Certificate Value or may totally
surrender the Certificate for its Cash Surrender Value.

You have the right to examine a Certificate for ten days (or longer in some
states) from the time you receive the Certificate and return it for a refund of
all purchase payments that have been made, without interest or appreciation or
depreciation. However, in certain states where permitted by state law the refund
will be in the amount of the then current Certificate Value.

This Prospectus gives prospective investors information about the Certificates
that they should know before investing. This Prospectus must be accompanied by a
current Prospectus of Fortis Series Fund, Inc. Both Prospectuses should be read
carefully and kept for future reference.

A Statement of Additional Information, dated May 1, 1998, about certain aspects
of the Certificates has been filed with the Securities and Exchange Commission
and is available without charge, from Fortis Benefits at the address and phone
number printed above. The Table of Contents for the Statement of Additional
Information appears on page 23 of this Prospectus.

THESE POLICIES ARE NOT OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK,
CREDIT UNION, BROKER-DEALER OR OTHER FINANCIAL INSTITUTION. THEY ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD, OR ANY OTHER AGENCY; AND INVOLVE INVESTMENT RISKS, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

95961 (Ed. 5/98)

<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Special Terms Used in this Prospectus.................................................................... 3
Information Concerning Fees and Charges.................................................................. 4
Summary of Certificate Features.......................................................................... 6
- Fortis Benefits/Fortis Financial Group Member...................................................... 8
The Variable Account..................................................................................... 8
Series Fund.............................................................................................. 8
The Fixed Account........................................................................................ 8
- Guaranteed Interest Rates/Guarantee Periods........................................................ 8
- Market Value Adjustment............................................................................ 9
- Investments by Fortis Benefits..................................................................... 9
Accumulation Period...................................................................................... 10
- Issuance of a Certificate and Purchase Payments.................................................... 10
- Certificate Value.................................................................................. 10
- Allocation of Purchase Payments and Certificate Value.............................................. 10
- Total and Partial Surrenders....................................................................... 11
- Benefit Payable on Death of Annuitant or Participant............................................... 11
The Annuity Period....................................................................................... 12
- Annuity Commencement Date.......................................................................... 12
- Commencement of Annuity Payments................................................................... 12
- Relationship Between Subaccount Investment Performance and Amount of Variable Annuity Payments..... 13
- Annuity Forms...................................................................................... 13
- Death of Annuitant or Other Payee.................................................................. 13
Charges and Deductions................................................................................... 13
- Premium Taxes...................................................................................... 13
- Charges Against the Variable Account............................................................... 14
- Tax Charge......................................................................................... 14
- Surrender Charge................................................................................... 14
- Miscellaneous...................................................................................... 15
- Reduction of Charges............................................................................... 15
General Provisions....................................................................................... 15
- The Certificates................................................................................... 15
- Postponement of Payment............................................................................ 15
- Misstatement of Age or Sex and Other Errors........................................................ 15
- Assignment......................................................................................... 15
- Beneficiary........................................................................................ 15
- Reports............................................................................................ 15
Rights Reserved By Fortis Benefits....................................................................... 15
Distribution............................................................................................. 16
Federal Tax Matters...................................................................................... 16
Further Information about Fortis Benefits................................................................ 18
- General............................................................................................ 18
- Selected Financial Data............................................................................ 18
- Management's Discussion and Analysis of Financial Condition and Results of Operations.............. 18
- Directors and Executive Officers................................................................... 20
- Executive Compensation............................................................................. 20
- Ownership of Securities............................................................................ 21
Voting Privileges........................................................................................ 21
Legal Matters............................................................................................ 22
Other Information........................................................................................ 22
Contents of Statement of Additional Information.......................................................... 22
Fortis Benefits Financial Statements..................................................................... 22
Appendix A--Sample Market Value Adjustment Calculations.................................................. A-1
Appendix B--Sample Death Benefit Calculations............................................................ B-1
Appendix C--Explanation of Expense Calculations.......................................................... C-1
</TABLE>

THE CERTIFICATES ARE NOT AVAILABLE IN ALL STATES. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT
LAWFULLY BE MADE. FORTIS BENEFITS DOES NOT AUTHORIZE ANY INFORMATION OR
REPRESENTATION REGARDING THE OFFERING DESCRIBED IN THIS PROSPECTUS WHICH IS NOT
INCLUDED IN THIS PROSPECTUS, THE RELATED STATEMENT OF ADDITIONAL INFORMATION, OR
ANY SUPPLEMENTS THERETO OR IN ANY SUPPLEMENTAL SALES MATERIAL AUTHORIZED BY
FORTIS BENEFITS.
<PAGE>
SPECIAL TERMS USED IN THIS PROSPECTUS

<TABLE>
<S> <C>
ACCUMULATION The time period under a Certificate between the Certificate Issue Date and the Annuity
PERIOD Commencement Date.
ACCUMULATION A unit of measure used to calculate the Participants' interest in the Variable Account during
UNIT the Accumulation Period.
ANNUITANT A person during whose life annuity payments are to be made by Fortis Benefits under the
Certificate.
ANNUITY The date on which the Annuity Period commences.
COMMENCEMENT
DATE
ANNUITY PERIOD The time period following the Accumulation Period, during which annuity payments are made by
Fortis Benefits.
ANNUITY UNIT A unit of measurement used to calculate variable annuity payments.
BENEFICIARY The person entitled to receive benefits under the terms of the Certificate.
CASH SURRENDER The amount payable to the Participant on surrender of the Certificate after all applicable
VALUE adjustments and deduction of all applicable charges.
CERTIFICATE The date on which the Certificate becomes effective as shown on the Certificate Data Page.
ISSUE DATE
CERTIFICATE The sum of the Fixed Account Value and the Variable Account Value.
VALUE
FIXED ACCOUNT The name of the alternative under which purchase payments are allocated to Fortis Benefits
General Account.
FIXED ACCOUNT The amount of your Certificate Value which is in the Fixed Account.
VALUE
FIXED ANNUITY An annuity option under which Fortis Benefits promises to pay the Annuitant or any other payee
OPTION that you designate one or more fixed payments.
GENERAL ACCOUNT All assets of Fortis Benefits other than those in the Variable Account, and other than those
in any other legally segregated separate account established by Fortis Benefits.
GUARANTEED The rate of interest we credit during any Guarantee Period, on an effective annual basis.
INTEREST RATE
GUARANTEE The period for which a Guaranteed Interest Rate is credited.
PERIOD
HOME OFFICE Our office at 500 Bielenberg Drive, Woodbury, Minnesota 55125; 1-800-800-2638, extension 3057;
Mailing address: P.O. Box 64272, St. Paul, MN 55164.
MARKET VALUE Positive or negative adjustment in Fixed Account Value that we make if such value is paid out
ADJUSTMENT more than fifteen days before or after the end of a Guarantee Period in which it was being
held.
NET PURCHASE The gross amount of a purchase payment less any applicable premium taxes or similar
PAYMENT governmental assessments.
NON-QUALIFIED Certificates that do not qualify for the special federal income tax treatment applicable in
CERTIFICATES connection with certain retirement plans.
PARTICIPANT The person or company named in the application for a Certificate, who is entitled to exercise
all rights and privileges of ownership under the Certificate during the Accumulation Period.
PORTFOLIO Each separate investment portfolio of Series Fund eligible for investment by the Variable
Account.
QUALIFIED Certificates that are qualified for the special federal income tax treatment applicable in
CERTIFICATES connection with certain retirement plans.
SERIES FUND Fortis Series Fund, Inc., a diversified, open-end management investment company in which the
Variable Account invests.
SEVEN YEAR The seventh anniversary of a Certificate Issue Date, and each subsequent seventh anniversary
ANNIVERSARY of that date.
SUBACCOUNTS The several Subaccounts of the Variable Account, each of which invests its assets in a
different Portfolio.
VALUATION DATE All business days except, with respect to any Subaccount, days on which the related Portfolio
does not value its shares. Generally, the Portfolios value their shares on each day the New
York Stock Exchange is open.
VALUATION The period that starts at the close of regular trading on the New York Stock Exchange on a
PERIOD Valuation Date and ends at the close of regular trading on the exchange on the next succeeding
Valuation Date.
VARIABLE The segregated asset account referred to as Variable Account D of Fortis Benefits Insurance
ACCOUNT Company established to receive and invest purchase payments under Certificates.
VARIABLE The amount of your Certificate Value in the Subaccounts of the Variable Account.
ACCOUNT VALUE
</TABLE>

3
<PAGE>
<TABLE>
<S> <C>
VARIABLE An annuity option under which Fortis Benefits promises to pay the Annuitant or any other payee
ANNUITY OPTION chosen by you one or more payments which vary in amount in accordance with the net investment
experience of the Subaccounts selected by the Annuitant.
WRITTEN REQUEST A written, signed and dated request, in form and substance satisfactory to Fortis Benefits and
received at our Home Office.
</TABLE>

INFORMATION CONCERNING FEES AND CHARGES

PARTICIPANT TRANSACTION CHARGES

<TABLE>
<S> <C>
Front-End Sales Charge Imposed on Purchases.............................. 0%
Maximum Surrender Charge for Sales Expenses.............................. 7%(1)
</TABLE>

<TABLE>
<CAPTION>
SURRENDER CHARGE AS A
NUMBER OF YEARS SINCE PERCENTAGE OF PURCHASE
PURCHASE PAYMENT WAS CREDITED PAYMENT
- ------------------------------ ----------------------
<S> <C>
Less than 1 7%
At least 1 but less than 2 6%
At least 2 but less than 3 5%
At least 3 but less than 4 4%
At least 4 but less than 5 3%
At least 5 but less than 6 2%
At least 6 but less than 7 1%
7 or more 0%
</TABLE>

<TABLE>
<S> <C>
Other Surrender Fees........................................... 0%
Exchange Fee................................................... 0%
ANNUAL CERTIFICATE ADMINISTRATION CHARGE.............................. $ 0
VARIABLE ACCOUNT ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE ACCOUNT VALUE)
Mortality and Expense Risk Charge............................. 1.25%
Variable Account Administrative Charge........................ .10%
---
Total Variable Account Annual Expenses...................... 1.35%
</TABLE>

---------------------------------
(1) This charge does not apply in certain cases such as partial surrenders
each year of up to 10% of "new purchase payments" as defined under the
heading "surrender charge," or payment of a death benefit.

MARKET VALUE ADJUSTMENT WITH RESPECT TO FIXED ACCOUNT
Surrenders and other withdrawals from the Fixed Account more than fifteen days
from the end of a Guarantee Period are subject to a Market Value Adjustment.
The Market Value Adjustment may increase or reduce the Fixed Account Value. It
is computed pursuant to a formula that is described in more detail under
"Market Value Adjustment."

SERIES FUND ANNUAL EXPENSES (A)

<TABLE>
<CAPTION>
U.S.
Money Government
Market Securities Diversified Global Bond High Yield
Series Series Income Series Series Series
----------- -------------- ------------- ----- -----
<S> <C> <C> <C> <C> <C>
Investment Advisory and Management Fee.....................
Other Expenses.............................................
Total Series Fund Operating Expenses.......................

<CAPTION>
Global Asset Asset Growth &
Allocation Allocation Value Income
Series Series Series Series
------------ ------------ ----- ------------
<S> <C> <C> <C> <C>
Investment Advisory and Management Fee.....................
Other Expenses.............................................
Total Series Fund Operating Expenses.......................
</TABLE>

<TABLE>
<CAPTION>
Blue Chip
S&P 500 Stock International Mid Cap Small Cap
Index Series Series Stock Series Stock Series Value Series
------------ ----- -------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Investment Advisory and Management Fee..................
Other Expenses..........................................
Total Series Fund Operating Expenses....................

<CAPTION>
Global Growth Aggressive
Growth Large Cap Stock Growth
Series Growth Series Series Series
----------- ------------- ----------- ------------
<S> <C> <C> <C> <C>
Investment Advisory and Management Fee..................
Other Expenses..........................................
Total Series Fund Operating Expenses....................
</TABLE>

---------------------------------

(a) As a percentage of Series average net assets based on 1997 historical
data except that for Small Cap Value Series, Mid Cap Stock Series and
Large Cap Growth Series these amounts are based upon estimates for their

current fiscal year.

4
<PAGE>

EXAMPLES*
IF YOU SURRENDER your Certificate in full at the end of any of the time
periods shown below, you would pay the following cumulative expenses on a
$1,000 investment, assuming a 5% annual return on assets:

<TABLE>
<CAPTION>
IF ALL AMOUNTS ARE INVESTED IN ONE
PORTFOLIO: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Money Market Series..............................................
U.S. Government Securities Series................................
Diversified Income Series........................................
Global Bond Series...............................................
High Yield Series................................................
Global Asset Allocation Series...................................
Asset Allocation Series..........................................
Value Series.....................................................
Growth & Income Series...........................................
S&P 500 Index Series.............................................
Blue Chip Stock Series...........................................
International Stock Series.......................................
Mid Cap Stock Series.............................................
Small Cap Value Series...........................................
Global Growth Series.............................................
Large Cap Growth Series..........................................
Growth Stock Series..............................................
Aggressive Growth Series.........................................
</TABLE>

If you COMMENCE AN ANNUITY payment option, or do NOT surrender your
Certificate, you would pay the following cumulative expenses on a $1,000
investment, assuming a 5% annual return on assets:

--------------------------

* Does not include the effect of any Market Value Adjustment.

THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

--------------------------

The foregoing tables and examples are included to assist you in understanding
the transaction and operating expenses imposed directly or indirectly under
the Certificates and Series Fund. Amounts for state premium taxes or similar
assessments will also be deducted, where applicable.

See Appendix C for an explanation of the calculation of the amounts set forth
above.

5
<PAGE>
SUMMARY OF CERTIFICATE FEATURES

The following summary should be read in conjunction with the detailed
information in this Prospectus. Variations from the information appearing in
this Prospectus due to requirements particular to your state are described in
supplements which are attached to this Prospectus, or in endorsements to the
Certificate as appropriate.

The Certificates are designed to provide individuals with retirement benefits
through the accumulation of Net Purchase Payments on a fixed or variable basis,
and by the application of such accumulations to provide fixed or variable
annuity payments.

"We," "our," and "us" mean Fortis Benefits Insurance Company. "You" and "your"
mean a reader of this Prospectus who is contemplating making purchase payments
or taking any other action in connection with a Certificate.

PURCHASE PAYMENTS

The initial purchase payment under a Certificate must be at least $5,000 ($2,000
for a Certificate pursuant to a qualified contract). Additional purchase
payments under a Certificate must be at least $1,000 ($50 for a Certificate
pursuant to a qualified contract). See "Issuance of a Certificate and Purchase
Payments."

On the Certificate Issue Date, the initial purchase payment is allocated, as
specified by the Participant in the Certificate application, among one or more
of the Subaccounts of the Variable Account, or to one or more of the Guarantee
Periods in the Fixed Account, or to a combination thereof. Subsequent purchase
payments are allocated in the same way, or pursuant to different allocation
percentages that the Participant may subsequently request In Writing.

VARIABLE ACCOUNT INVESTMENT OPTIONS
Each of the Subaccounts of the Variable Account invests in shares of a
corresponding Portfolio of Series Fund. Certificate Value in each of the
Subaccounts of the Variable Account will vary to reflect the investment
experience of each of the corresponding Portfolios, as well as deductions for
certain charges.

Each Portfolio has a separate and distinct investment objective and is managed
by Fortis Advisers, Inc. or a subadviser of Fortis Advisers, Inc. A full
description of the Portfolios and their investment objectives, policies, risks
and expenses can be found in the current Prospectus for Series Fund, which
accompanies this Prospectus, and Series Fund Statement of Additional Information
which is available upon request.

FIXED ACCOUNT INVESTMENT OPTIONS
Any amount allocated by the Participant to the Fixed Account earns a Guaranteed
Interest Rate. The level of the Guaranteed Interest Rate depends on the length
of the Guarantee Period selected by the Participant. We currently make available
ten different Guarantee Periods, ranging from one to ten years.

If amounts are transferred, surrendered or otherwise paid out more than fifteen
days before or after the end of the applicable Guarantee Period, a Market Value
Adjustment will be applied to increase or decrease the amount of Fixed Account
Value that is paid out. Accordingly, the Market Value Adjustment can result in
gains or losses to you.

THE FIXED ACCOUNT INVESTMENT OPTION IS NOT AVAILABLE FOR CERTIFICATES ISSUED IN
THE STATES OF PENNSYLVANIA AND NEVADA.

For a more complete discussion of the Fixed Account investment options and the
Market Value Adjustment, see "The Fixed Account."

TRANSFERS
During the Accumulation Period, you can transfer all or part of your Certificate
Value from one Subaccount to another or into the Fixed Account and, subject to
any Market Value Adjustment, from one Guarantee Period to another or into a
Subaccount. There is currently no charge for these transfers. We reserve the
right to restrict the frequency of or otherwise condition, terminate, or impose
charges upon, transfers from a Subaccount during the Accumulation Period. During
the Annuity Period the person receiving annuity payments may make up to four
transfers (but not from a Fixed Annuity Option) during each year of the Annuity
Period. For a description of certain limitations on transfer rights, see
"Allocations of Purchase Payments and Certificate Value--Transfers."

TOTAL OR PARTIAL SURRENDERS
Subject to certain conditions, all or part of the Certificate Value may be
surrendered by the Participant before the earlier of the Annuitant's death or
the Annuity Commencement Date. Amounts surrendered may be subject to a surrender
charge and, in addition, amounts surrendered from the Fixed Account may be
subject to a Market Value Adjustment. See "Total and Partial Surrenders,"
"Surrender Charge" and "Market Value Adjustment." Particular attention should be
paid to the tax implications of any surrender, including possible penalties for
premature distributions. See "Federal Tax Matters."

ANNUITY PAYMENTS
The Contract provides several types of annuity benefits to Participants or other
persons they properly designate to receive such payments, including Fixed and
Variable Annuity Options. The Participant has considerable flexibility in
choosing the Annuity Commencement Date. However, the tax implications of an
Annuity Commencement Date must be carefully considered, including the
possibility of penalties for commencing benefits either too soon or too late.
See "Annuity Commencement Date," "Annuity Forms" and "Federal Tax Matters" in
this Prospectus and "Taxation Under Certain Retirement Plans" in the Statement
of Additional Information.

DEATH BENEFIT
In the event that the Annuitant or Participant dies prior to the Annuity
Commencement Date, a death benefit is payable to the Beneficiary. See "Benefit
Payable on Death of Annuitant or Participant."

RIGHT TO EXAMINE THE CONTRACT
The Participant can cancel a Certificate by delivering or mailing it, together
with a Written Request, to Fortis Benefits' Home Office or to the sales
representative through whom it was purchased, before the close of business on
the tenth day after receipt of the Certificate. If these items are sent by mail,
properly addressed and postage prepaid, they will be deemed to be received by
Fortis Benefits on the date postmarked. Fortis Benefits will refund to you all
purchase payments that have been made, without interest or appreciation or
depreciation. However, in certain states where permitted by state law the refund
will be in the amount of the then current Certificate Value.

LIMITATIONS IMPOSED BY RETIREMENT PLANS AND EMPLOYERS
Certain rights you would otherwise have under a Certificate may be limited by
the terms of any applicable employee benefit plan. These limitations may
restrict such things as total and partial surrenders, the amount or timing of
purchase payments that may be made, when annuity payments must start and the
type of annuity options that may be selected. Accordingly, you should
familiarize yourself with these and all other aspects of any retirement plan in
connection with which a Certificate is issued.

The record owner of the group variable annuity contract pursuant to which
Certificates will be issued will be a bank trustee whose sole function is to
hold record ownership of the contract or an employer (or the employer's
designee) in connection with an employee benefit plan. In the latter cases,
certain rights that a Participant otherwise would have under a Certificate may
be reserved instead by the employer.

TAX IMPLICATIONS
The tax implications for Participants or any other persons who may receive
payments under a Certificate, and those of any related

6
<PAGE>
employee benefit plan can be quite important. A brief discussion of some of
these is set out under "Federal Tax Matters" in this Prospectus and "Taxation
Under Certain Retirement Plans" in the Statement of Additional Information, but
such discussion is not comprehensive. Therefore, you should consider these
matters carefully and consult a qualified tax adviser before making purchase
payments or taking any other action in connection with a Certificate or any
related employee benefit plan. Failure to do so could result in serious adverse
tax consequences which might otherwise have been avoided.

QUESTIONS AND OTHER COMMUNICATIONS

Any question about procedures of the Certificate should be directed to your
sales representative, or Fortis Benefits' Home Office: P.O. Box 64272, St. Paul,
Minnesota, 55164: 1-800-800-2000, extension 3057. Purchase payments and Written
Requests should be mailed or delivered to the same Home Office address. All
communications should include the Certificate number, the Participant's name
and, if different, the Annuitant's name. The number for telephone transfers is
1-800-800-2000 (extension 3057).

Any purchase payment or other communication, except a 10-day cancellation
notice, is deemed received at Fortis Benefit's Home Office on the actual date of
receipt there in proper form unless received (1) after the close of regular
trading on The New York Stock Exchange, or (2) on a date that is not a Valuation
Date. In either of these two cases, the date of receipt will be deemed to be the
next Valuation Date.

FINANCIAL AND PERFORMANCE INFORMATION

The information presented below reflects the Accumulation Unit information for
subaccounts of the Separate Account through December 31, 1997.

<TABLE>
<CAPTION>
U.S. GOV'T DIVERSIFIED
MONEY MARKET SECURITIES INCOME GLOBAL BOND HIGH YIELD
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
DECEMBER 31, 1997
Accumulation Units in Force...
Accumulation Unit Values......
DECEMBER 31, 1996
Accumulation Units in Force... 36,220,947 9,635,092 55,653,680 1,088,043 3,337,604
Accumulation Unit Values...... 1.418 15.935 1.801 11.961 11.928
JANUARY 1, 1996*
Accumulation Unit Values...... -- -- -- -- --
DECEMBER 31, 1995
Accumulation Units in Force... 26,915,975 10,989,914 59,213,865 574,142 2,321,419
Accumulation Unit Value....... $1.367 $15.805 $1.753 $11.743 $10.941
JANUARY 2, 1995*
Accumulation Unit Value....... -- -- -- $10.000 --
DECEMBER 31, 1994
Accumulation Units in Force... 30,697,754 12,271,738 62,744,615 -- 1,216,957
Accumulation Unit Value....... $1.311 $13.483 $1.515 -- $9.834
MAY 1, 1994*
Accumulation Unit Value....... -- -- -- -- $10.0000
DECEMBER 31, 1993
Accumulation Units in Force... 21,315,022 15,601,818 56,005,709 -- --
Accumulation Unit Value....... $1.278 $14.609 $1.621 -- --
DECEMBER 31, 1992
Accumulation Units in Force... 20,674,556 9,505,984 19,353,521 -- --
Accumulation Unit Value....... $1.261 $13.529 $1.457 -- --
MAY 1, 1992*
Accumulation Unit Value....... -- -- -- -- --
DECEMBER 31, 1991
Accumulation Units in Force... 7,235,168.03 3,595,759.23 6,056,976.03 -- --
Accumulation Unit Value....... $1.237 $12.921 $1.379 -- --
DECEMBER 31, 1990
Accumulation Units in Force... 5,632,146.27 747,992.12 2,352,517.74 -- --
Accumulation Unit Value....... $1.183 $11.450 $1.219 -- --
DECEMBER 31, 1989
Accumulation Units in Force... 754,306.35 70,701.23 1,306,717.80 -- --
Accumulation Unit Value....... $1.112 $10.756 $1.135 -- --
MAY 1, 1989*
Accumulation Unit Value....... -- 10.0000 -- -- --
DECEMBER 31, 1988
Accumulation Units in Force... 92,261.56 -- 493,007.87 -- --
Accumulation Unit Value....... $1.030 -- $1.024 -- --
MAY 2, 1988*
Accumulation Unit Value....... $1.000 -- $1.000 -- --

<CAPTION>
GLOBAL ASSET ASSET GROWTH & S&P BLUE
ALLOCATION ALLOCATION VALUE INCOME 500 CHIP
------------ ------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
DECEMBER 31, 1997
Accumulation Units in Force...
Accumulation Unit Values......
DECEMBER 31, 1996
Accumulation Units in Force... 2,330,884 154,525,474 1,071,648 7,892,683 1,259,758 915,358
Accumulation Unit Values...... 12.884 2.368 11.048 15.468 11.326 11.520
JANUARY 1, 1996*
Accumulation Unit Values...... -- -- 10.000 10.000 10.000
DECEMBER 31, 1995
Accumulation Units in Force... 1,117,596 148,700,081 4,204,164
Accumulation Unit Value....... $11.590 $2.134 $12.904
JANUARY 2, 1995*
Accumulation Unit Value....... $10.000 -- --
DECEMBER 31, 1994
Accumulation Units in Force... -- 137,642,102 1,489,517
Accumulation Unit Value....... -- $1.773 $10.083
MAY 1, 1994*
Accumulation Unit Value....... -- -- $10.0000
DECEMBER 31, 1993
Accumulation Units in Force... -- 106,834,367 --
Accumulation Unit Value....... -- $1.797 --
DECEMBER 31, 1992
Accumulation Units in Force... -- 49,688,937 --
Accumulation Unit Value....... -- $1.664 --
MAY 1, 1992*
Accumulation Unit Value....... -- -- --
DECEMBER 31, 1991
Accumulation Units in Force... -- 17,772,322.83 --
Accumulation Unit Value....... -- $1.577 --
DECEMBER 31, 1990
Accumulation Units in Force... -- 8,249,373.75 --
Accumulation Unit Value....... -- $1.252 --
DECEMBER 31, 1989
Accumulation Units in Force... -- 2,760,936.67 --
Accumulation Unit Value....... -- $1.245 --
MAY 1, 1989*
Accumulation Unit Value....... -- -- --
DECEMBER 31, 1988
Accumulation Units in Force... -- 703,763.76 --
Accumulation Unit Value....... -- $1.019 --
MAY 2, 1988*
Accumulation Unit Value....... -- $1.000 --

<CAPTION>
INTERNATIONAL GLOBAL AGGRESSIVE
STOCK GROWTH GROWTH STOCK GROWTH
------------ ------------ ------------- ------------
DECEMBER 31, 1997
Accumulation Units in Force...
Accumulation Unit Values......
DECEMBER 31, 1996
Accumulation Units in Force... 3,137,348 13,713,860 169,095,500 5,706,895
Accumulation Unit Values...... 12.690 18.510 2.971 13.232
JANUARY 1, 1996*
Accumulation Unit Values...... -- -- --
DECEMBER 31, 1995
Accumulation Units in Force... 1,157,064 10,769,830 160,247,280 3,033,587
Accumulation Unit Value....... $11.271 $15.754 $2.587 $12.461
JANUARY 2, 1995*
Accumulation Unit Value....... $10.000 -- -- --
DECEMBER 31, 1994
Accumulation Units in Force... -- 10,055,959 148,657,108 1,115,647
Accumulation Unit Value....... -- $12.236 $2.054 $9.723
MAY 1, 1994*
Accumulation Unit Value....... -- -- -- $10.0000
DECEMBER 31, 1993
Accumulation Units in Force... -- 5,108,957 118,720,649 --
Accumulation Unit Value....... -- $12.784 $2.142 --
DECEMBER 31, 1992
Accumulation Units in Force... -- 698,720 79,582,321 --
Accumulation Unit Value....... -- $10.988 $1.996 --
MAY 1, 1992*
Accumulation Unit Value....... -- 10.0000 -- --
DECEMBER 31, 1991
Accumulation Units in Force... -- -- 42,946,178.33 --
Accumulation Unit Value....... -- -- $1.965 --
DECEMBER 31, 1990
Accumulation Units in Force... -- -- 14,690,313.64 --
Accumulation Unit Value....... -- -- $1.298 --
DECEMBER 31, 1989
Accumulation Units in Force... -- -- 3,507,971.91 --
Accumulation Unit Value....... -- -- $1.357 --
MAY 1, 1989*
Accumulation Unit Value....... -- -- -- --
DECEMBER 31, 1988
Accumulation Units in Force... -- -- 684,667.95 --
Accumulation Unit Value....... -- -- $1.008 --
MAY 2, 1988*
Accumulation Unit Value....... -- -- $1.000 --
</TABLE>

- ----------------------------------------
* Accumulation Unit Value at Date of initial registration statement
effectiveness

Audited financial statements of the Variable Account are included in the
Statement of Additional Information.

Advertising and other sales materials may include yield and total return figures
for the Subaccounts of the Variable Account. These figures are based on
historical results and are not intended to indicate future performance. "Yield"
is the income generated by an investment in the Subaccount over a period of time
specified in the advertisement. This rate of return is assumed to be earned over
a full year and is shown as a percentage of the investment. "Total return" is
the total change in value of an investment in the Subaccount over a period of
time specified in the advertisement. The rate of return shown would produce that
change in value over the specified period, if compounded annually. Yield figures
do not reflect the surrender charge and yield and total return figures do not
reflect premium tax charges. This makes the performance shown more favorable.

Financial information concerning Fortis Benefits is included in this Prospectus
under "Additional Information About Fortis Benefits" and "Fortis Benefits
Financial Statements."

7
<PAGE>
FORTIS BENEFITS/FORTIS FINANCIAL GROUP MEMBER

Fortis Benefits Insurance Company, the issuer of the Certificates, was founded
in 1910. At the end of 1997, Fortis Benefits had approximately $xx billion of
total life insurance in force. Fortis Benefits is a Minnesota corporation and is
qualified to sell life insurance and annuity contracts in the District of
Columbia and in all states except New York. Fortis Benefits is an indirectly
wholly-owned subsidiary of Fortis, Inc., which is itself indirectly owned 50% by
Fortis AMEV and 50% by Fortis AG. Fortis, Inc. manages the United States
operations for these two companies.

Fortis Benefits is a member of the Fortis Financial Group, a joint effort by
Fortis Benefits, Fortis Advisers, Inc., Fortis Investors, Inc., and Time
Insurance Company, offering financial products through the management, marketing
and servicing of mutual funds, annuities and life insurance.

Fortis AMEV is a diversified financial services company headquartered in
Utrecht, The Netherlands, where its insurance operations began in 1847. Fortis
AG is a diversified financial services company headquartered in Brussels,
Belgium, where its insurance operations began in 1824. Fortis AMEV and Fortis AG
have merged their operating companies under the trade name of Fortis. The Fortis
group of companies is active in insurance, banking and financial services, and
real estate development in The Netherlands, Belgium, the United States, Western
Europe, and the Pacific Rim. The Fortis group of companies had approximately $xx
billion in assets as of year-end 1997.

All of the guarantees and commitments under the Certificates are general
obligations of Fortis Benefits, regardless of whether the Certificate Value has
been allocated to the Separate Account or to the Fixed Account. None of Fortis
Benefits' affiliated companies has any legal obligation to back Fortis Benefits'
obligations under the Certificates.

THE VARIABLE ACCOUNT

The Variable Account, which is a segregated investment account of Fortis
Benefits, was established as Variable Account D by Fortis Benefits pursuant to
the insurance laws of Minnesota as of October 14, 1987. Although the Variable
Account is an integral part of Fortis Benefits, the Variable Account is
registered with the Securities and Exchange Commission as a unit investment
trust under the Investment Company Act of 1940. Assets in the Variable Account
representing reserves and liabilities under Certificates and other variable
annuity contracts issued by Fortis Benefits will not be chargeable with
liabilities arising out of any other business of Fortis Benefits.

There are Subaccounts in the Variable Account. The assets in each Subaccount are
invested exclusively in a distinct class (or series) of stock issued by Series
Fund, each of which represents a separate investment Portfolio within Series
Fund. Income and both realized and unrealized gains or losses from the assets of
each Subaccount of the Variable Account are credited to or charged against that
Subaccount without regard to income, gains or losses from any other Subaccount
of the Variable Account or arising out of any other business we may conduct. New
Subaccounts may be added as new Portfolios are added to Series Fund and made
available. Correspondingly, if any Portfolios are eliminated from Series Fund,
Subaccounts may be eliminated from the Variable Account.

SERIES FUND

Series Fund is a "series" type of mutual fund which is registered with the
Securities and Exchange Commission under the Investment Company Act of 1940.
Series Fund has served as the investment medium for the Variable Account since
the Variable Account commenced operations. Series Fund is also the investment
medium for Variable Account C of Fortis Benefits, through which variable life
insurance policies are issued. Although we do not foresee any conflict between
the interests of Participants and life insurance policy owners, Series Fund'
Board of Directors will monitor to identify any material irreconcilable
conflicts which may develop and to determine what action, if any, should be
taken in response. If it becomes necessary for any separate account to replace
shares of any Portfolio with another investment, the Portfolio may have to
liquidate securities on a disadvantageous basis.

Fortis Benefits purchases and redeems Series Fund shares for the Variable
Account at their net asset value without the imposition of any sales or
redemption charges. Such shares represent interests in the Portfolios of Series
Fund available for investment by the Variable Account. Each Portfolio
corresponds to one of the Subaccounts of the Variable Account. The assets of
each Portfolio are separate from the others and each Portfolio operates as a
separate investment portfolio whose performance has no effect on the investment
performance of any other Portfolio.

Any dividend or capital gain distributions attributable to Certificates are
automatically reinvested in shares of the Portfolio from which they are received
at the Portfolio's net asset value on the date paid. Such dividends and
distributions will have the effect of reducing the net asset value of each share
of the corresponding Portfolio and increasing, by an equivalent value, the
number of shares outstanding of the Portfolio. However, the value of your
interest in the corresponding Subaccount will not change as a result of any such
dividends and distributions.

The Portfolios of Series Fund available for investment by the Variable Account
are Money Market Series, U.S. Government Securities Series, Diversified Income
Series, Global Bond Series, High Yield Series, Asset Allocation Series, Global
Asset Allocation Series, Value Series, Growth & Income Series, S&P 500 Index
Series, Blue Chip Stock Series, Growth Stock Series, Global Growth Series,
International Stock Series, and Aggressive Growth Series. A full description of
the Portfolios, their investment policies and restrictions, the charges, the
risks attendant to investing in them, and other aspects of their operations is
contained in the Prospectus for Series Fund accompanying this Prospectus and in
the Statement of Additional Information for Series Fund referred to therein.
Additional copies of these documents may be obtained from your sales
representative or from our Home Office. The complete risk disclosure in the
Prospectus for the Diversified Income Series, High Yield Series, Asset
Allocation Series, and Global Asset Allocation Series should be read before
selection of them for investment.

THE FIXED ACCOUNT

GUARANTEED INTEREST RATES/GUARANTEE PERIODS
Any amount allocated by the Participant to the Fixed Account earns a Guaranteed
Interest Rate commencing with the date of such allocation. This Guaranteed
Interest Rate continues for a number of years (not to exceed ten) selected by
the Participant. At the end of this Guarantee Period, the Participant's
Certificate Value in that Guarantee Period, including interest accrued thereon,
will be allocated to a new Guarantee Period of the same length unless Fortis
Benefits has received a Written Request from the Participant to allocate this
amount to a different Guarantee Period or periods or to one or more of the
Subaccounts. We must receive this Written Request at least three business days
prior to the end of the Guarantee Period. The first day of the new Guarantee
Period (or other reallocation) will be the day after the end of the prior
Guarantee Period. We will notify the Participant at least 45 days and not more
than 75 days prior to the end of any Guarantee Period.

We currently make available ten different Guarantee Periods, ranging from one to
ten years. Each Guarantee Period has its own Guaranteed

8
<PAGE>
Interest Rate, which may differ from those for other Guarantee Periods. From
time to time we will, at our discretion, change the Guaranteed Interest Rate for
future Guarantee Periods of various lengths. These changes will not affect the
Guaranteed Interest Rates being paid on Guarantee Periods that have already
commenced. Each allocation or transfer of an amount to a Guarantee Period
commences the running of a new Guarantee Period with respect to that amount,
which will earn a Guaranteed Interest Rate that will continue unchanged until
the end of that period. The Guaranteed Interest Rate will never be less than an
effective annual rate of 4%.

Fortis Benefits declares the Guaranteed Interest Rates from time to time as
market conditions dictate. Fortis Benefits advises a Participant of the
Guaranteed Interest Rate for a chosen Guarantee Period at the time a purchase
payment is received, a transfer is effectuated or a Guarantee Period is renewed.

Fortis Benefits has no specific formula for establishing the Guaranteed Interest
Rates for the Guarantee Periods. The rate may be influenced by, but not
necessarily correspond to, interest rates generally available on the types of
investments acquired with amounts allocated to the Guarantee Period. See
"Investments by Fortis Benefits." Fortis Benefits in determining Guaranteed
Interest Rates, may also consider, among other factors, the duration of a
Guarantee Period, regulatory and tax requirements, sales and administrative
expenses borne by Fortis Benefits, risks assumed by Fortis Benefits, Fortis
Benefits' profitability objectives, and general economic trends.

FORTIS BENEFITS' MANAGEMENT MAKES THE FINAL DETERMINATION OF THE GUARANTEED
INTEREST RATES TO BE DECLARED. FORTIS BENEFITS CANNOT PREDICT OR ASSURE THE
LEVEL OF ANY FUTURE GUARANTEED INTEREST RATES IN EXCESS OF AN EFFECTIVE ANNUAL
RATE OF 4%.

THE FIXED ACCOUNT INVESTMENT OPTION IS NOT AVAILABLE FOR CERTIFICATES ISSUED IN
THE STATES OF PENNSYLVANIA AND NEVADA.

Information concerning the Guaranteed Interest Rates applicable to the various
Guarantee Periods at any time may be obtained from our Home Office or from your
sales representative.

MARKET VALUE ADJUSTMENT
Except as described below, if any Fixed Account Value is surrendered,
transferred or otherwise paid out before the end of the Guarantee Period in
which it is being held, a Market Value Adjustment will be applied. This
generally includes amounts that are paid out as a death benefit pursuant to the
Certificate, amounts applied to an annuity option, and amounts paid as a single
sum in lieu of an annuity. However, NO Market Value Adjustment will be applied
to amounts that are paid out during the period beginning fifteen days before and
ending fifteen days after the end of a Guarantee Period in which it was being
held. Additionally, no Market Value Adjustment will be applied to amounts that
are withdrawn from a Guarantee Period and paid out to the Participant, or
transferred to the Variable Account, on an automatic periodic basis under a
formal Fortis Benefits program for the withdrawal or transfer of the earnings of
the Fixed Account. (There may be conditions and limitations imposed by Fortis
Benefits associated with such a program. See your Fortis Benefits representative
for the availability of any such program, and the conditions and limitations of
such a program, in your state.)

The Market Value Adjustment may increase or decrease the amount of Fixed Account
Value being withdrawn or transferred. The comparison of two Guaranteed Interest
Rates determines whether the Market Value Adjustment produces an increase or a
decrease. The first rate to compare is the Guaranteed Interest Rate for the
amount being transferred or withdrawn. The second rate is the Guaranteed
Interest Rate then being offered for new Guarantee Periods of the same duration
as that remaining in the Guarantee Period from which the funds are being
withdrawn or transferred. If the first rate exceeds the second by more than
1/2%, the Market Value Adjustment produces an increase. If the first rate does
not exceed the second by at least 1/2%, the Market Value Adjustment produces a
decrease. Sample calculations are shown in Appendix A.

The Market Value Adjustment will be determined by multiplying the amount being
withdrawn or transferred from the Guarantee Period (before deduction of any
applicable surrender charge) by the following factor:

where,

- I is the Guaranteed Interest Rate being credited to the amount being
withdrawn from the existing Guarantee Period,

- J is the Guaranteed Interest Rate then being offered for new Guarantee
Periods with durations equal to the number of years remaining in the
existing Guarantee Period (rounded up to the next higher number of years),
and

- N is the number of months remaining in the existing Guarantee Period
(rounded up to the next higher number of months).

INVESTMENTS BY FORTIS BENEFITS
Our obligations with respect to the Fixed Account are legal obligations of
Fortis Benefits and are supported by our General Account assets, which also
support obligations incurred by us under other insurance and annuity contracts.
Investments purchased with amounts allocated to the Fixed Account are the
property of Fortis Benefits and Participants have no legal rights in such
investments. Subject to applicable law, we have sole discretion over the
investment of assets in our General Account and in the Fixed Account, and
neither of such accounts is subject to registration under the Investment Company
Act of 1940.

Amounts in the Fortis Benefits' General Account and the Fixed Account will be
invested in compliance with applicable state insurance laws and regulations
concerning the nature and quality of investments for the General Account. Within
specified limits and subject to certain standards and limitations, these laws
generally permit investment in federal, state and municipal obligations,
preferred and common stocks, corporate bonds, real estate mortgages, real estate
and certain other investments. See Fortis Benefits' Financial Statements" for
information on Fortis Benefits' investments. Investment management for amounts
in the General Account and in the Fixed Account is provided to Fortis Benefits
by Fortis Advisors, Inc.

Fortis Benefits intends to consider the return available on the instruments in
which it intends to invest amounts allocated to the Fixed Account when it
establishes Guaranteed Interest Rates. Such return is only one of many factors
considered in establishing the Guaranteed Interest Rates. See "Guaranteed
Interest Rates/Guarantee Periods."

9
<PAGE>
companies and corporations, which obligations although not rated by Moody's or
Standard & Poor's, are deemed by Fortis Benefits to have an investment quality
comparable to securities which may be purchased as stated above; and (4) other
evidences of indebtedness secured by mortgages or deeds of trust representing
liens upon real estate. Notwithstanding the foregoing, Fortis Benefits is not
obligated to invest amounts allocated to the Fixed Account according to any
particular strategy, except as may be required by applicable state insurance
laws and regulations. See "Regulation and Reserves."

ACCUMULATION PERIOD

ISSUANCE OF A CERTIFICATE AND PURCHASE PAYMENTS
Fortis Benefits reserves the right to reject any application for a Certificate
or any purchase payment for any reason. If the issuing instructions can be
accepted in the form received, the initial purchase payment will be credited
within two Valuation Dates after the later of receipt of the issuing
instructions or receipt of the initial purchase payment at Fortis Benefits' Home
Office. If the initial purchase payment cannot be credited within five Valuation
Dates after receipt because the issuing instructions are incomplete, the initial
purchase payment will be returned unless the applicant consents to our retaining
the initial purchase payment and crediting it as of the end of the Valuation
Period in which the necessary requirements are fulfilled. The initial purchase
payment must be at least $5,000 ($2,000 for a Certificate issued pursuant to a
qualified plan).

The date that the initial purchase payment is applied to the purchase of the
Certificate is also the Certificate Issue Date. The Certificate Issue Date is
the date used to determine Certificate years, regardless of when the Certificate
is delivered. The crediting of investment experience in the Variable Account, or
a fixed rate of return in the Fixed Account, begins as of the Certificate Issue
Date.

The Participant may make additional purchase payments at any time after the
Certificate Issue Date and prior to the Annuity Commencement Date, as long as
the Annuitant is living. Purchase payments (together with any required
information identifying the proper Certificates and account to be credited with
purchase payments) must be transmitted to our Home Office. Additional purchase
payments are credited to the Certificate and added to the Certificate Value as
of the end of the Valuation Period in which they are received in good order.

Each additional purchase payment under a Certificate must be at least $1,000
($50 for a Certificate issued pursuant to a qualified plan). The total of all
purchase payments for all Fortis Benefits annuities having the same owner or
participant, or annuitant, may not exceed $1 million (not more than $500,000
allocated to the Fixed Account) without Fortis Benefits' prior approval, and we
reserve the right to modify this limitation at any time.

Purchase payments in excess of the initial minimum may be made by monthly draft
against the bank account of any Participant who has completed and returned to us
a special "Thrift-O-Matic" authorization form that may be obtained from your
sales representative or from our Home Office. Arrangements can also be made for
purchase payments by wire transfer, payroll deduction, military allotment,
direct deposit and billing. Purchase payments by check should be made payable to
Fortis Benefits Insurance Company.

If the Certificate Value is less than $1,000, we may cancel the Certificate on
any Valuation Date. We will notify the Participant at least 90 days in advance
of our intention to cancel the Certificate. Such cancellation would be
considered a full surrender of the Certificate.

CERTIFICATE VALUE
Certificate Value is the total of any Variable Account Value in all the
Subaccounts of the Variable Account pursuant to the Certificate, plus any Fixed
Account Value in all the Guarantee Periods.

There is no guaranteed minimum Variable Account Value. To the extent Certificate
Value is allocated to the Variable Account, you bear the entire investment risk.

DETERMINATION OF VARIABLE ACCOUNT VALUE. A Certificate's Variable Account Value
is based on Accumulation Unit values, which are determined on each Valuation
Date. The value of an Accumulation Unit for a Subaccount on any Valuation Date
is equal to the previous value of that Subaccount's Accumulation Unit multiplied
by that Subaccount's net investment factor (discussed directly below) for the
Valuation Period ending on that Valuation Date. At the end of any Valuation
Period, a Certificate's Variable Account Value in a Subaccount is equal to the
number of Accumulation Units in the Subaccount times the value of one
Accumulation Unit for that Subaccount.

The number of Accumulation Units in each Subaccount is equal to:

- Accumulation Units purchased at the time that any Net Purchase Payments or
transferred amounts are allocated to the Subaccount; less

- Accumulation Units redeemed to pay for the portion of any transfers from
or partial surrenders allocated to the Subaccount; less

- Accumulation Units redeemed to pay charges under the Contract.

NET INVESTMENT FACTOR. If a Subaccount's net investment factor is greater than
one, the Subaccount's Accumulation Unit value has increased. If the net
investment factor is less than one, the Subaccount's Accumulation Unit value has
decreased. The net investment factor for a Subaccount is determined by dividing
(1) the net asset value per share of the Portfolio shares held by the
Subaccount, determined at the end of the current Valuation Period, plus the per
share amount of any dividend or capital gains distribution made with respect to
the Portfolio shares held by the Subaccount during the current Valuation Period,
minus a per share charge for the increase, plus a per share credit for the
decrease, in any income taxes assessed which we determine to have resulted from
the investment operation of the subaccount or any other taxes which are
attributable to this Certificate, by (2) the net asset value per share of the
Portfolio shares held in the Subaccount as determined at the end of the previous
Valuation Period, and subtracting from that result a factor representing the
mortality risk, expense risk and administrative expense charge.

DETERMINATION OF FIXED ACCOUNT VALUE. A Certificate's Fixed Account Value is
guaranteed by Fortis Benefits. Therefore, Fortis Benefits bears the investment
risk with respect to amounts allocated to the Fixed Account, except to the
extent that (a) Fortis Benefits may vary the Guaranteed Interest Rate for future
Guarantee Periods (subject to the 4% effective annual minimum) and (b) the
Market Value Adjustment imposes investment risks on the Participant.

The Certificate's Fixed Account Value on any Valuation Date is the sum of its
Fixed Account Values in each Guarantee Period on that date. The Fixed Account
Value in a Guarantee Period is equal to the following amounts, in each case
increased by accrued interest at the applicable Guaranteed Interest Rate:

- The amount of Net Purchase Payments or transferred amounts allocated to
the Guarantee Period; less

- The amount of any transfers or surrenders out of the Guarantee Period.

10
<PAGE>
Percentages must be in whole numbers and the total allocation must equal 100%.
The percentage allocations for future Net Purchase Payments may be changed,
without charge, at any time by sending a Written Request to Fortis Benefits'
Home Office. Changes in the allocation of future Net Purchase Payments will be
effective on the date we receive the Participant's Written Request.

TRANSFERS. Transfers of Certificate Value from one available Subaccount to
another or into the Fixed Account, or from one Guarantee Period to another or to
the Subaccount, can be made by the Participant in Written Request to Fortis
Benefits' Home Office, or by telephone transfer as described below. There is
currently no charge for any transfer, although transfers from a Guarantee Period
that are (1) more than 15 days before or after the expiration thereof, or (2)
are not a part of a formal Fortis Benefits program for the transfer of earnings
of the Fixed Account are subject to a Market Value Adjustment. See "Market Value
Adjustment." The minimum transfer from a Subaccount or Guarantee Period is the
lesser of $1,000 or all of the Certificate Value in the Subaccount or Guarantee
Period. Irrespective of the above we may permit a continuing request for
transfers of lesser specified amounts automatically on a periodic basis.
However, we reserve the right to restrict the frequency of or otherwise
condition, terminate or impose charges (not to exceed $25 per transfer) upon
transfers. We will count all transfers between and among the Subaccounts of the
Variable Account and the Fixed Account as one transfer, if all the transfer
requests are made at the same time as part of one request. We will execute the
transfers and determine all values in connection with transfers as of the end of
the Valuation Period in which we receive the transfer request. The amount of any
positive or negative Market Value Adjustment, respectively, will be added to or
deducted from the transferred amount.

If you complete and return the telephone transfer section of the application,
transfers may be made pursuant to telephone instructions. We will honor
telephone transfer instructions from any person who provides the correct
identifying information. Fortis Benefits will not be responsible for, and you
will bear the risk of loss from, oral instructions, including fraudulent
instructions, which are reasonably believed to be genuine. We will employ
reasonable procedures to confirm that telephone instructions are genuine, but if
such procedures are not deemed reasonable, we may be liable for any losses due
to unauthorized or fraudulent instructions. Our procedures are to verify address
and social security number, tape record the telephone call, and provide written
confirmation of the transaction. We may modify or terminate our telephone
transfer procedures at any time. The number for telephone transfers is
1-800-800-2000.

Certain restrictions on very substantial investments in any one Subaccount are
set forth under "Limitations on Allocations" in the Statement of Additional
Information.

TOTAL AND PARTIAL SURRENDERS

TOTAL SURRENDERS. The Participant may surrender all of the Cash Surrender Value
at any time during the life of the Annuitant and prior to the Annuity
Commencement Date by a Written Request sent to Fortis Benefits' Home Office. We
reserve the right to require that the Certificate be returned to us prior to
making payment, although this will not affect our determination of the amount of
the Cash Surrender Value. Cash Surrender Value is the Certificate Value at the
end of the Valuation Period during which the Written Request for the total
surrender is received by Fortis Benefits at its Home Office, less any applicable
surrender charge and after any Market Value Adjustment. See "Surrender Charge"
and "Market Value Adjustment."

The written consent of all collateral assignees and irrevocable beneficiaries
must be obtained prior to any total surrender. Surrenders from the Variable
Account will generally be paid within seven days of the date of receipt by
Fortis Benefits' Home Office of the Written Request. Postponement of payments
may occur, however, in certain circumstances. See "Postponement of Payment."

The amount paid upon total surrender of the Cash Surrender Value (taking into
account any prior partial surrenders) may be more or less than the total Net
Purchase Payments made. After a surrender of the Cash Surrender Value or at any
time the Certificate Value is zero, all rights of the Participant, Annuitant, or
any other person will terminate.

PARTIAL SURRENDERS. At any time prior to the Annuity Commencement Date and
during the lifetime of the Annuitant, the Participant may surrender a portion of
the Fixed Account Value and/or the Variable Account Value by sending to Fortis
Benefits' Home Office a Written Request. We will not accept a partial surrender
request unless the net proceeds payable to you as a result of the request are at
least $1,000. If the total Certificate Value in both the Variable Account and
Fixed Account would be less than $1,000 after the partial surrender, Fortis
Benefits will surrender the entire Cash Surrender Value under the Certificate.

In order for a request to be processed, the Participant must specify from which
Subaccounts of the Variable Account or Guarantee Periods of the Fixed Account a
partial surrender should be made.

We will surrender Accumulation Units from the Variable Account and/ or dollar
amounts from the Fixed Account so that the total amount of the partial surrender
equals the dollar amount of the partial surrender request. The amount payable to
the Participant will be reduced by any applicable surrender charge.
Additionally, if the surrender is from a Guarantee Period, the amount payable to
the Contract Participant will be reduced by any negative Market Value
Adjustment, or increased by any positive Market Value Adjustment unless the
surrender is (1) within 15 days before or after the expiration of a Guarantee
Period, or (2) is a part of a formal Fortis Benefits program for the withdrawal
of earnings from the Fixed Account. The partial surrender will be effective at
the end of the Valuation Period in which Fortis Benefits receives the Written
Request for partial surrender at its Home Office. Payments will generally be
made within seven days of the effective date of such request, although certain
delays are permitted. See "Postponement of Payment."

The Internal Revenue Code provides that a penalty tax will be imposed on certain
premature surrenders. For a discussion of this and other tax implications of
total and partial surrenders, including withholding requirements, see "Federal
Tax Matters." Also, under tax deferred annuity Certificates pursuant to Section
403(b) of the Internal Revenue Code, no distributions of voluntary salary
reduction amounts will be permitted prior to one of the following events:
attainment of age 59 1/2 by the employee or the employee's separation from
service, death, disability or hardship. (Hardship distributions will be limited
to the lesser of the amount of the hardship or the amount of salary reduction
contributions, exclusive of earnings thereon.)

BENEFIT PAYABLE ON DEATH OF ANNUITANT OR PARTICIPANT
If the Annuitant or Participant dies prior to the Annuity Commencement Date, a
death benefit will be paid to the Beneficiary. If more than one Annuitant has
been named, the death benefit payable upon the death of an Annuitant will only
be paid upon the death of the last survivor of the persons so named.

If the contract is issued on or after May 1, 1997 and in a state that has
approved the Enhanced Death Benefit Rider (check with your representative as to
its availability in your state), the death benefit will be equal to the greater
of (1), (2), or (3) as follows:

(1)(a) If a Participant or the Annuitant dies before the date any Participant
or Annuitant first reaches age 75, the accumulation of Net Purchase
Payments made less all prior surrenders and less any applicable prior
negative Market Value

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Adjustments less previously imposed surrender charges at an effective
annual rate of 3.0%. This amount may not exceed a maximum of two times
the following: Net Purchase Payments made less all prior surrenders and
less any applicable prior negative Market Value Adjustments less
previously imposed surrender charges. This amount is referred to as the
"roll-up amount."

(1)(b) If the Annuitant or a Participant dies on or after the date any
Participant or Annuitant first reaches age 75, the roll-up amount as of
the date that a Participant or Annuitant first reaches age 75 plus
subsequent Net Purchase Payments made, less subsequent surrenders and
any subsequent negative Market Value Adjustments less subsequently
imposed surrender charges.

(2) The Certificate Value adjusted by any applicable Market Value Adjustment
as of the date used for valuing the death benefit.

(3) The Certificate Value adjusted by any Market Value Adjustment (less the
amount of any subsequent surrenders and surrender charges and negative
Market Value Adjustments in connection therewith), as of the
Certificate's Seven Year Anniversary immediately preceding the earlier
of a) the date of death of either the Participant or Annuitant, or b)
the date either first reaches his or her 75th birthday. (See Appendix B
for Sample Death Benefit Calculations).

If the contract is issued prior to May 1, 1997, or on or after that date in a
state that has not approved the Enhanced Death Benefit rider, the death benefit
will be equal to the greater of (1), (2), or (3) as follows:

(1) the sum of all Net Purchase Payments made (less all prior surrenders and
previously-imposed surrender charges and prior negative Market Value
Adjustments),

(2) the Certificate Value adjusted by any Market Value Adjustment, as of the
date used for valuing the death benefit, or

(3) the Certificate Value adjusted by any Market Value Adjustment (less the
amount of any subsequent surrenders and surrender charges and negative
Market Value Adjustments in connection therewith), as of the
Certificate's Seven Year Anniversary immediately preceding the earlier
of a) the date of death of either the Participant or Annuitant or b) the
date either first reaches his or her 75th birthday. (See Appendix B for
Sample Death Benefit Calculations).

The value of the death benefit is determined as of the end of the Valuation
Period in which we receive, at our Home Office, proof of death and the written
request as to the manner of payment. Upon receipt of these items, the death
benefit generally will be paid within seven days. Under certain circumstances,
payment of the death benefit may be postponed. See "Postponement of Payment." If
we do not receive a Written Request for a settlement method, we will pay the
death benefit in a single sum, based on values determined at that time.

The Beneficiary may (a) receive a single sum payment, which terminates the
Certificate, or (b) select an annuity option. If the Beneficiary selects an
annuity option, he or she will have all the rights and privileges of a payee
under the Certificate. If the Beneficiary desires an Annuity option, the
election should be made within 60 days of the date the death benefit becomes
payable. Failure to make a timely election can result in unfavorable tax
consequences. For further information, see "Federal Tax Matters."

We accept any of the following as proof of death: a copy of a certified death
certificate; a copy of a certified decree of a court of competent jurisdiction
as to the finding of death; or a written statement by a medical doctor who
attended the deceased at the time of death.

If the Participant dies before the Annuitant and before the Annuity Commencement
Date with respect to a Non-Qualified Certificate certain additional requirements
are mandated by the Internal Revenue Code, which are discussed below under
"Federal Tax Matters-- Required Distributions for Non-Qualified Certificates."
It is imperative that Written Notice of the death of the Participant be promptly
transmitted to Fortis Benefits at its Home Office, so that arrangements can be
made for distribution of the entire interest in the Certificate to the
Beneficiary in a manner that satisfies the Internal Revenue Code requirements.
Failure to satisfy these requirements may result in the Certificate not being
treated as an annuity contract for federal income tax purposes, which could have
adverse tax consequences.

THE ANNUITY PERIOD

ANNUITY COMMENCEMENT DATE
The Participant may specify an Annuity Commencement Date in the application. The
Annuity Commencement Date marks the beginning of the period during which an
Annuitant or other payee designated by the Participant receives annuity payments
under the Certificate. We may not permit an Annuity Commencement Date which is
on or after the Annuitant's 75th birthday, and you should consult your sales
representative in this regard. The Annuity Commencement Date must be at least
two years after the Certificate Issue Date.

Depending on the type of retirement arrangement involved, amounts that are
distributed either too soon or too late may be subject to penalty taxes under
the Internal Revenue Code. See "Federal Tax Matters." You should consider this
carefully in selecting or changing an Annuity Commencement Date.

In order to advance or defer the Annuity Commencement Date, the Participant must
submit a Written Request during the Annuitant's lifetime. The request must be
received at our Home Office at least 30 days before the then-scheduled Annuity
Commencement Date. The new Annuity Commencement Date must also be at least 30
days after the Written Request is received. There is no right to make any total
or partial surrender during the Annuity Period.

COMMENCEMENT OF ANNUITY PAYMENTS
If the Certificate Value at the end of the Valuation Period which contains the
Annuity Commencement Date is less than $1,000, we may pay the entire Certificate
Value, without the imposition of any charges other than the premium tax charge,
if applicable, in a single sum payment to the Annuitant or other payee chosen by
the Participant and cancel the Certificate.

Otherwise, Fortis Benefits will apply (1) the Fixed Account Value to provide a
Fixed Annuity Option and (2) the Variable Account Value in any Subaccount to
provide a Variable Annuity Option using the same Subaccount, unless the
Participant has notified us by Written Request to apply the Fixed Account Value
and Variable Account Value in different proportions. Any such Written Request
must be received by us at our Home Office at least 30 days before the Annuity
Commencement Date.

Annuity payments under a Fixed or Variable Annuity Option will be made on a
monthly basis to the Annuitant or other properly-designated payee, unless we
agree to a different payment schedule. If more than one person is named as an
Annuitant, the Contract Owner may elect to name one of such persons to be the
sole Annuitant as of the Annuity Commencement Date. We reserve the right to
change the frequency of

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any annuity payment so that each payment will be at least $50 ($20 in Texas).
There is no right to make any total or partial surrender during the Annuity
Period.

The amount of each annuity payment will depend on the amount of Certificate
Value applied to an annuity option, the form of annuity selected and the age of
the Annuitant. Information concerning the relationship between the Annuitant's
sex and the amount of annuity payments, including special requirements in
connection with employee benefits plans, is set forth under "Calculations of
Annuity Payments" in the Statement of Additional Information. The Statement of
Additional Information also contains detailed information about how the amount
of each annuity payment is computed.

The dollar amount of any fixed annuity payments is specified during the entire
period of annuity payments according to the provisions of the annuity form
selected. The dollar amount of variable annuity payments varies during the
annuity period based on changes in Annuity Unit Values for the Subaccounts that
you choose to use in connection with your payments.

RELATIONSHIP BETWEEN SUBACCOUNT INVESTMENT PERFORMANCE AND AMOUNT OF VARIABLE
ANNUITY PAYMENTS
If a Subaccount on which a variable annuity payment is based has an average
effective net investment return higher than 4% per annum during the period
between two such annuity payments, the Annuity Unit Value will increase, and the
second payment will be higher than the first. Conversely, if the Subaccount's
average effective net investment return over the period between the annuity
payments is less than 4% per annum, the Annuity Unit Value will decrease, and
the second payment will be lower than the first. "Net investment return," for
this purpose, refers to the Subaccount's overall investment performance, net of
the mortality and expense risk and administrative expense charges, which are
assessed at a nominal aggregate annual rate of 1.35%. We guarantee that the
amount of each variable annuity payment after the first payment will not be
affected by variations in our mortality experience or our expenses.

TRANSFERS. During the Annuity Period, the person receiving annuity payments may
make up to four transfers a year among Subaccounts. The current procedures for
and conditions on these transfers are the same as described above under
"Allocation of Purchase Payments and Certificate Value--Transfers." Transfers
from a Fixed Annuity Option are not permitted during the Annuity Period.

ANNUITY FORMS
The Participant may select an annuity form or change a previous selection by
Written Request, which must be received by us at least 30 days before the
Annuity Commencement Date. One annuity form may be selected, although as
discussed above, payments under that form may be received on a combination fixed
and variable basis. If no annuity form selection is in effect on the Annuity
Commencement Date, in most cases we automatically apply Option B (described
below), with payments guaranteed for 10 years. If the Certificate is issued
under certain retirement plans, however, federal pension law may require that
any default payments be made pursuant to plan provisions and/or federal law. Tax
laws and regulations may impose further restrictions to assure that the primary
purpose of the plan is distribution of the accumulated funds to the employee.

The following options are available for fixed annuity payments and for variable
annuity payments.

OPTION A, LIFE ANNUITY. Payments are made as of the first Valuation Date of each
monthly period during the Annuitant's life, starting with the Annuity
Commencement Date. No payments will be made after the Annuitant dies. It is
possible for the payee to receive only one payment under this option, if the
Annuitant dies before the second payment is due.

OPTION B, LIFE ANNUITY WITH PAYMENTS GUARANTEED FOR 10 YEARS TO 20
YEARS. Payments are made as of the first Valuation Date of each monthly period
starting on the Annuity Commencement Date. Payments will continue as long as the
Annuitant lives. If the Annuitant dies before all of the guaranteed payments
have been made, we will continue installments of the guaranteed payments to the
Beneficiary.

OPTION C, JOINT AND FULL SURVIVOR ANNUITY. Payments are made as of the first
Valuation Date of each monthly period starting with the Annuity Commencement
Date. Payments will continue as long as either the Annuitant or the joint
Annuitant is alive. Payments will stop when both the Annuitant and the joint
Annuitant have died. It is possible for the payee or payees under this option to
receive only one payment, if both Annuitants die before the second payment is
due.

OPTION D, JOINT AND ONE-HALF CONTINGENT SURVIVOR ANNUITY. Payments are made as
of the first Valuation Date of each monthly period starting with the Annuity
Commencement Date. Payments will continue as long as either the Annuitant or the
joint Annuitant is alive. If the Annuitant dies first, payments will continue to
the joint Annuitant at one-half the original amount. If the joint Annuitant dies
first, payments will continue to the Annuitant at the original full amount.
Payments will stop when both the Annuitant and the joint Annuitant have died. It
is possible for the payee or payees under this option to receive only one
payment if both Annuitants die before the second payment is due.

We also have other annuity forms available and information about them can be
obtained from your sales representative or by calling or writing to our Home
Office.

DEATH OF ANNUITANT OR OTHER PAYEE
Under most annuity forms offered by Fortis Benefits, the amounts, if any,
payable on the death of the Annuitant during the Annuity Period are the
continuation of annuity payments for any remaining guarantee period or for the
life of any joint Annuitant. In all such cases, the person entitled to receive
payments also receives any rights and privileges under the annuity form in
effect.

Additional rules applicable to such distributions under Non-Qualified
Certificates are described under "Federal Tax Matters--Required Distributions
for Non-Qualified Certificates." Though the rules there described do not apply
to Certificates issued in connection with qualified plans, similar rules apply
to the plans themselves.

CHARGES AND DEDUCTIONS

PREMIUM TAXES
The states of South Dakota and Wyoming impose a premium tax upon the receipt of
a purchase payment. In these states, and in any other state or jurisdiction
where premium taxes or similar assessments are imposed upon the receipt of
purchase payments, Fortis Benefits will pay such taxes on behalf of the
Participant and then deduct a charge for these amounts from the Certificate
Value upon the surrender, death of annuitant or Participant, or annuitization of
the Certificate. In jurisdictions where premium taxes or similar assessments are
imposed at the time annuity payments begin, Fortis Benefits will deduct a charge
for such amounts from the Certificate Value at that time. In such jurisdictions,
the charge will be deducted on a pro-rata basis from the then-current Fixed
Account Value and, by redemption of Accumulation Units, the then-current
Variable Account Value in each Subaccount. Similarly, Fortis Benefits may deduct
premium taxes from Certificate Value when no deduction was made from purchase
payments, but is subsequently determined to be due. Conversely, Fortis Benefits
will credit to the Certificate Value the amount of any deductions for premium
taxes or similar assessments that are subsequently determined not to be owed.

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Applicable premium tax rates depend upon the Participant's then-current place of
residence. Applicable rates are subject to change by legislation, administrative
interpretations or judicial acts.

CHARGES AGAINST THE VARIABLE ACCOUNT

MORTALITY AND EXPENSE RISK CHARGE. We will assess each Subaccount of the
Variable Account with a daily charge for mortality and expense risk at a nominal
annual rate of 1.25% of the average daily net assets of the Variable Account
(consisting of approximately .8% for mortality risk and approximately .45% for
expense risk). This charge is assessed during both the Accumulation Period and
the Annuity Period. We guarantee not to increase this charge for the duration of
the Certificate.

The mortality risk borne by Fortis Benefits arises from its obligation to make
annuity payments (determined in accordance with the annuity tables and other
provisions contained in the Certificate) for the full life of all Annuitants
regardless of how long all Annuitants or any individual Annuitant might live. In
addition, Fortis Benefits bears a mortality risk in that it guarantees to pay a
death benefit upon the death of an Annuitant or Participant prior to the Annuity
Commencement Date. No surrender charge is imposed upon the payment of a death
benefit which places a further mortality risk on the Company.

The expense risk assumed is that actual expenses incurred in connection with
issuing and administering the Certificate will exceed the limits on
administrative charges set in the Certificate.

If the administrative charges and the mortality and expense risk charge are
insufficient to cover the expenses and costs assumed, the loss will be borne by
the Company. Conversely, if the amount deducted proves more than sufficient, the
excess will be profit to the Company.

ADMINISTRATIVE EXPENSE CHARGE. We will assess each Subaccount of the Variable
Account with a daily charge at an annual rate of .10% of the average daily net
assets of the Subaccount. This charge is imposed during both the Accumulation
Period and the Annuity Period. This charge is to help cover administrative costs
such as those incurred in issuing Certificates, establishing and maintaining the
records relating to Certificates, making regulatory filings and furnishing
confirmation notices, voting materials and other communications, providing
computer, actuarial and accounting services, and processing Certificate
transactions. There is no necessary relationship between the amount of
administrative charges imposed on a given Certificate and the amount of expenses
actually attributable to that Certificate.

TAX CHARGE
We currently impose no charge for taxes payable by us in connection with the
Certificate, other than for premium taxes and similar assessments when
applicable. We reserve the right to impose a charge for any other taxes that may
become payable by us in the future in connection with the Certificates or the
Separate Account.

The annual administrative charge and charges against the Variable Account
described above are for the purposes described and Fortis Benefits may receive a
profit as a result of these charges.

SURRENDER CHARGE
No sales charge is collected or deducted at the time Net Purchase Payments are
applied under a Certificate. A surrender charge will be assessed on certain
total or partial surrenders. The amounts obtained from the surrender charge will
be used to partially defray expenses incurred in the sale of the Certificates,
including commissions and other promotional or distribution expenses associated
with the marketing of the Certificates, and costs associated with the printing
and distribution of prospectuses and sales material.

FREE SURRENDERS. The following amounts can be withdrawn from the Certificate
without a surrender charge:

- Any purchase payments received by us more than seven years prior to the
surrender date and that have not been previously surrendered;

- Any earnings that have not been previously surrendered;

- In any certificate year, up to 10% of the purchase payments received by us
less than seven years prior to the surrender date (whether or not the
purchase payments have been previously surrendered).

Earnings are deemed to be withdrawn first. After all earnings have been
withdrawn, all purchase payments not subject to a surrender charge are deemed to
be withdrawn prior to purchase payments which are still subject to a surrender
charge.

No surrender charge is imposed on annuitization (or payment of a single sum
because less than the minimum required Certificate Value is available to provide
an annuity at the Annuity Commencement Date). Nor is the surrender charge
deducted from the payment of any benefit upon the death of an Annuitant or
Participant.

In addition, we have an administrative policy to waive surrender charges for
full surrenders of Certificates that have been in force for at least ten years
provided that the amount then subject to the surrender charge is less than 25%
of the Certificate Value. Since the Certificates have only been offered since
1991, no such waivers have yet been made. We reserve the right to change or
terminate this practice at any time, both for new and for previously issued
Certificates.

AMOUNT OF SURRENDER CHARGE. Surrender charges apply only if the amount being
withdrawn exceeds the sum of the amounts listed above under Free Surrenders
(that is, if the amount being withdrawn includes purchase payments made less
than seven years prior to the surrender date). The surrender charges are:

<TABLE>
<CAPTION>
NUMBER OF YEARS SURRENDER CHARGE
SINCE PURCHASE AS A PERCENTAGE OF
PAYMENT WAS CREDITED PURCHASE PAYMENT
- ------------------------------ ----------------------
<S> <C>
Less than 1 7%
At least 1 but less than 2 6%
At least 2 but less than 3 5%
At least 3 but less than 4 4%
At least 4 but less than 5 3%
At least 5 but less than 6 2%
At least 6 but less than 7 1%
7 or more 0%
</TABLE>

We anticipate the surrender charge will not be sufficient to cover our
distribution expenses. To the extent that the surrender charge is insufficient
to cover the actual costs of distribution, such costs will be paid from the
Company's General Account assets, which will include profit, if any, derived
from the mortality and expense risk charge.

NURSING CARE/HOSPITALIZATION WAIVER OF SURRENDER CHARGES. Surrender charges will
not be assessed when a total or partial withdrawal is requested: (1) after a
covered person has been confined in a hospital or skilled health care facility
for at least 60 consecutive days and the covered person continues to be confined
in the hospital or skilled care facility when the request is made; or (2) within
60 days following a covered person's discharge from a hospital or skilled health
care facility after confinement of at least 60 consecutive days. Confinement
must begin after the effective date of this provision.

Covered persons are the Certificate owner or owners and the spouse of any
Contract owner if such spouse is the Annuitant. Surrender Charges will not be
waived when a confinement is due to substance abuse, mental or personality
disorders without a demonstrable organic disease. A degenerative brain disease
such as Alzheimer's Disease is considered an organic disease.

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This nursing care/hospitalization waiver of surrender charges is provided by
means of a rider to the Certificate, which has not been approved in all states.
Individuals applying for a Certificate should check with their Fortis Benefits
representative to determine if this rider is available in their state.

MISCELLANEOUS
Because the Variable Account invests in shares of the Portfolios of Series Fund,
the net assets of the Variable Account will reflect the investment advisory fees
and certain other expenses incurred by the Portfolios that are described in the
prospectus for Series Fund.

REDUCTION OF CHARGES
No surrender charge will be imposed under any Certificate owned by: (A) Fortis,
Inc. or its subsidiaries, and the following persons associated with such
companies, if at the Certificate Issue date they are: (1) officers and
directors; (2) employees; or (3) spouses of any such persons or any of such
persons' children, grandchildren, parents, grandparents, or siblings--or spouses
of any of these persons; (B) Series Fund directors, officers, or their spouses
(or such persons' children, grandchildren, parents, or grandparents--or spouses
of any such persons); and (C) representatives or employees (or their spouses) of
Fortis Investors (including agencies) or of other broker-dealers having a sales
agreement with Fortis Investors (or such persons' children, grandchildren,
parents, or grandparents--or spouses of any such persons).

GENERAL PROVISIONS

THE CERTIFICATES
The Certificate, copies of any applications, amendments, riders, or endorsements
attached to the Certificate and copies of any supplemental applications,
amendments, endorsements, or revised Certificate pages which are mailed to you
are the entire Certificate. Only an officer of Fortis Benefits can agree to
change or waive any provisions of a Certificate. Any change or waiver must be in
writing and signed by an officer of Fortis Benefits. The Certificates are
non-participating and do not share in dividends or earnings of Fortis Benefits.

POSTPONEMENT OF PAYMENT
Fortis Benefits may defer for up to 15 days the payment of any amount
attributable to a purchase payment made by check to allow the check reasonable
time to clear. For a description of other circumstances in which amounts payable
out of Variable Account assets could be deferred, see "Postponement of Payments"
in the Statement of Additional Information. Fortis Benefits may also defer
payment of surrender proceeds payable out of the Fixed Account for a period of
up to 6 months.

MISSTATEMENT OF AGE OR SEX AND OTHER ERRORS
If the age or sex of the Annuitant has been misstated, any amount payable will
be that which the purchase payments paid would have purchased at the correct age
and sex. If we have made any overpayments because of incorrect information about
age or sex, or any other miscalculation, Fortis Benefits will deduct the
overpayment from the next payment or payments due. We add underpayments to the
next payment. The amount of any adjustment will be credited or charged with
interest at the effective annual rate of 4% per year.

ASSIGNMENT
Rights and interests under a Qualified Certificate may be assigned only in
certain narrow circumstances referred to in the Certificate. Participants and
other payees may assign their rights and interests under Non-Qualified
Certificates, including their ownership rights.

We take no responsibility for the validity of any assignment. A change in
ownership rights must be made in writing and a copy must be sent to Fortis
Benefits' Home Office. The change will be effective on the date it was made,
although we are not bound by a change until the date we record it.

The rights under a Certificate are subject to any assignment of record at the
Home Office of Fortis Benefits. An assignment or pledge of a Certificate may
have adverse tax consequences. See below under "Federal Tax Matters."

BENEFICIARY
Before the Annuity Commencement Date and while the Annuitant is living, the
Participant may name or change a beneficiary or a contingent beneficiary by
sending a Written Request of the change to Fortis Benefits. Under certain
retirement programs, however, spousal consent may be required to name or change
a beneficiary, and the right to name a beneficiary other than the spouse may be
subject to applicable tax laws and regulations. We are not responsible for the
validity of any change. A change will take effect as of the date it is signed
but will not affect any payments we make or action we take before receiving the
Written Request. We also need the consent of any irrevocably named person before
making a requested change.

In the event of the death of a Participant or Annuitant prior to the Annuity
Commencement date the Beneficiary will be determined as follows:

- If there is any surviving Participant, the surviving Participant will be
the Beneficiary (this overrides any other beneficiary designation).

- If there is no surviving Participant, the Beneficiary will be the
beneficiary designated by the Participant.

- If there is no surviving Participant and no surviving beneficiary who has
been designated by the Participant, then the estate of the last surviving
Participant will be the Beneficiary.

REPORTS
We will mail to the Participant (or to the person receiving payments during the
annuity period), at the last known address of record, any reports and
communications required by any applicable law or regulation. You should
therefore give us prompt written notice of any address change. This will include
annual audited financial statements of the Series Fund, but not necessarily of
the Variable Account or Fortis Benefits.

RIGHTS RESERVED BY FORTIS BENEFITS

Fortis Benefits reserves the right to make certain changes if, in its judgment,
they would best serve the interests of Participants and Annuitants or would be
appropriate in carrying out the purposes of the Certificates. Any changes will
be made only to the extent and in the manner permitted by applicable laws. Also,
when required by law, Fortis Benefits will obtain your approval of the changes
and approval from any appropriate regulatory authority. Such approval may not be
required in all cases, however. Examples of the changes Fortis Benefits may make
include:

- To operate the Variable Account in any form permitted under the Investment
Company Act of 1940 or in any other form permitted by law.

- To transfer any assets in any Subaccount to another Subaccount, or to one
or more separate accounts, or to the Fixed Account; or to add, combine or
remove Subaccounts in the Variable Account.

- To substitute, for the Portfolio shares held in any Subaccount, the shares
of another Portfolio of Series Fund or the shares of another investment
company or any other investment permitted by law.

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<PAGE>
- To make any changes required by the Internal Revenue Code or by any other
applicable law in order to continue treatment of the Certificate as an
annuity.

- To change the time or time of day at which a Valuation Date is deemed to
have ended.

- To make any other necessary technical changes in the Certificate in order
to conform with any action the above provisions permit Fortis Benefits to
take, including to change the way Fortis Benefits assesses charges, but
without increasing as to any then outstanding Certificate the aggregate
amount of the types of charges which Fortis Benefits has guaranteed.

DISTRIBUTION

The Certificates will be sold by individuals who, in addition to being licensed
by state insurance authorities to sell the Certificates of Fortis Benefits, are
also registered representatives of Fortis Investors, Inc. ("Fortis Investors"),
the principal underwriter of the Certificates or registered representatives of
other broker-dealer firms or representatives of other firms that are exempt from
broker dealer regulation. Fortis Investors and any such other broker-dealer
firms are registered with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 as broker-dealers and are members of the
National Association of Securities Dealers, Inc.

Fortis Investors will pay a selling allowance to its registered representatives
and selling brokers in varying amounts which under normal circumstances is not
expected to exceed 6.25% of purchase payments plus a servicing fee of .25% of
contract value per year, starting in the first contract year. Fortis Investors
may, under certain flexible compensation arrangements, pay lesser or greater
selling allowances and larger or smaller service fees to its registered
representatives and other broker dealer firms than as set forth above. However,
in such case, such flexible compensation arrangements will have actuarial
present values which are approximately equivalent to the amounts of the selling
allowances and service fees set forth above. Additionally, registered
representatives, broker-dealer firms, and exempt firms may be eligible for
additional compensation based upon meeting certain production standards. Fortis
Investors may charge back commissions paid to others if the Certificate upon
which the commission was paid is surrendered or cancelled within certain
specified time periods.

Fortis Benefits paid a total of $29,918,620, $30,567,607 and $XXX to Fortis
Investors for annuity contract distribution services during 1995, 1996 and 1997,
respectively, $3,925,959 of which in 1995, $7,531,629 in 1996 and $XXX in 1997
was not reallowed to other broker-dealers or exempt firms. In the distribution
agreement, Fortis Benefits has agreed to indemnify Fortis Investors (and its
agents, employees, and controlling persons) for certain damages and expenses,
including those arising under federal securities laws.

Fortis or Fortis Investors may also provide additional compenstion to
broker-dealers in connection with sales of Certificates. Compensation may
include financial assistance to broker-dealers in connection with conferences,
sales or training programs for their employees, seminars for the public,
advertising, sales campaigns regarding Certificates, and other broker-dealer
sponsored programs or events. Compensation may include payment for travel
expenses incurred in connection with trips taken by invited sales
representatives and members of their families to locations within or outside of
the United States for meetings or seminars of a business nature.

See Note 12 to the Notes to Fortis Benefits' Financial Statements as to amounts
it has paid to Fortis, Inc. for various services.

Fortis Investors is an indirect subsidiary of Fortis AMEV and Fortis AG and is
therefore under common control with Fortis Benefits. Fortis Investors' principal
business address is the same as that of our Home Office. Fortis Investors is not
obligated to sell any specific amount of interests under the Certificates.
$110,000,000 of interests in the Fixed Account and an indefinite amount of
interests in the Variable Account have been registered with the Securities and
Exchange Commission.

FEDERAL TAX MATTERS

The following description is a general summary of the tax rules, primarily
related to federal income taxes, which in the opinion of Fortis Benefits are
currently in effect. These rules are based on laws, regulations and
interpretations which are subject to change at any time. This summary is not
comprehensive and is not intended as tax advice. Federal estate and gift tax
considerations, as well as state and local taxes, may also be material. You
should consult a qualified tax adviser as to the tax implications of taking any
action under a Certificate or related retirement plan.

NON-QUALIFIED CERTIFICATES
Section 72 of the Internal Revenue Code ("Code") governs the taxation of
annuities in general. Purchase payments made under Non-Qualified Certificates
are not excludible or deductible from the gross income of the Participant or any
other person. However, any increase in the accumulated value of a Non-Qualified
Certificate resulting from the investment performance of the Variable Account or
interest credited to the Fixed Account is generally not taxable to the
Participant or other payee until received by him or her, as surrender proceeds,
death benefit proceeds, or otherwise. The exception to this rule is that,
generally, Participants who are not natural persons ARE taxed annually on any
increase in the Certificate Value. However, this exception does not apply in all
cases, and you may wish to discuss this with your tax adviser.

The following discussion applies generally to Certificates owned by natural
persons.

In general, surrenders or partial withdrawals under Certificates are taxed as
ordinary income to the extent of the accumulated income or gain under the
Certificate. If a Participant assigns or pledges any part of the value of a
Certificate, the value so pledged or assigned is taxed to the Participant as
ordinary income to the same extent as a partial withdrawal.

With respect to annuity payment options, although the tax consequences may vary
depending on the option elected under the Certificate, until the investment in
the Certificate is recovered, generally only the portion of the annuity payment
that represents the amount by which the Certificate Value exceeds the
"investment in the Certificate" will be taxed. In general, a person's
"investment in the Certificate" is the aggregate amount of purchase payments
made by him or her. After an Annuitant's or other payee's "investment in the
Certificate" is recovered, the full amount of any additional annuity payments is
taxable. For variable annuity payments, in general, the taxable portion of each
annuity payment (prior to recovery of the "investment in the Certificate") is
determined by a formula which establishes the specific dollar amount of each
annuity payment that is not taxed. This dollar amount is determined by dividing
the "investment in the Certificate" by the total number of expected annuity
payments. For fixed annuity payments, in general, prior to recovery of the
"investment in the Certificate," there is no tax on the amount of each payment
which bears the same ratio to that payment as the "investment in the
Certificate" bears to the total expected value of the annuity payments for the
term of the payments. However, the remainder of each annuity payment is taxable.
The taxable portion of a distribution (in the form of an annuity or a single sum
payment) is taxed as ordinary income.

For purposes of determining the amount of taxable income resulting from
distributions, all Certificates and other annuity contracts issued by us or our
affiliates to the Participant within the same calendar year will be treated as
if they were a single Certificate.

16
<PAGE>
There is a 10% penalty under the Code on the taxable portion of a "premature
distribution." Generally, an amount is a "premature distribution" unless the
distribution is (1) made on or after the Participant or other payee reaches age
59 1/2, (2) made to a Beneficiary on or after death of the Participant, (3) made
upon the disability of the Participant or other payee, or (4) part of a series
of substantially equal annuity payments for the life or life expectancy of the
Participant or the Participant and Beneficiary. Premature distributions may
result, for example, from an early Annuity Commencement Date, an early
surrender, partial surrender or assignment of a Certificate or the early death
of an Annuitant who is not also the Participant or other person receiving
annuity payments under the Certificate.

A transfer of ownership of a Certificate, or designation of an Annuitant or
other payee who is not also the Participant, may result in certain income or
gift tax consequences to the Participant that are beyond the scope of this
discussion. A Participant contemplating any transfer or assignment of a
Certificate should contact a competent tax adviser with respect to the potential
tax effects of such transaction.

REQUIRED DISTRIBUTIONS FOR NON-QUALIFIED CERTIFICATES
In order that a Non-Qualified Certificate be treated as an annuity contract for
federal income tax purposes, Section 72(s) of the Code requires (a) if any
person receiving annuity payments dies on or after the Annuity Commencement Date
but prior to the time the entire interest in the Certificate has been
distributed, the remaining portion of such interest will be distributed at least
as rapidly as under the method of distribution being used as of the date of the
person's death; and (b) if any Participant dies prior to the Annuity
Commencement Date, the entire interest in the Certificate will be distributed
(1) within five years after the date of that person's death or (2) as annuity
payments which will begin within one year of that Participant's death and which
will be made over the life of the Participant's designated Beneficiary or over a
period not extending beyond the life expectancy of that Beneficiary. However, if
the Participant's designated Beneficiary is the surviving spouse of the
Participant, the Certificate may be continued with the surviving spouse deemed
to be the new Participant. Where the Participant or other person receiving
payments is not a natural person, the required distributions provided by Section
72(A) apply upon the death of the primary Annuitant.

No regulations interpreting the requirements of Section 72(s) have yet been
issued (although proposed regulations have been issued interpreting similar
requirements for qualified plans). Fortis Benefits intends to review and modify
the Certificate if necessary to ensure that it complies with the requirements of
Section 72(s) when clarified by regulation or otherwise.

Generally, unless the Beneficiary elects otherwise, the above requirements will
be satisfied where the death occurs prior to the Annuity Commencement Date by
paying the death benefit in a single sum, subject to proof of the Participant's
death. The Beneficiary, however, may elect by Written Request to receive an
annuity option instead of a lump sum payment. However, if the election is not
made within 60 days of the date the single sum death benefit otherwise becomes
payable, particularly where the annuitant dies and the annuitant is not the
Participant, the IRS may disregard the election for tax purposes and tax the
Beneficiary as if a single sum payment had been made.

QUALIFIED CERTIFICATES
The Certificates may be used with several types of tax-qualified plans. The tax
rules applicable to Participants, Annuitants and other payees vary according to
the type of plan and the terms and conditions of the plan itself. In general,
purchase payments made under a retirement program recognized under the Code on
behalf of an individual are excludable from the individual's gross income for
tax purposes during the Accumulation Period. The portion, if any, of any
purchase payment made by or on behalf of an individual under a Certificate that
is not excluded from the individual's gross income for tax purposes during the
Accumulation Period constitutes the individual's "investment in the
Certificate." Aggregate deferrals under all plans at the employee's option may
be subject to limitations.

When annuity payments begin, the individual will receive back his or her
"investment in the Certificate" if any, as a tax-free return of capital. The
dollar amount of annuity payments received in any year in excess of such return
is taxable as ordinary income. When payments are received as an annuity, the
tax-free return of capital is treated as if received ratably over the entire
period of the annuity until fully recovered (as described above with respect to
Non-Qualified Certificates).

The Certificates are available in connection with the following types of
retirement plans: Section 403(b) annuity plans for employees of certain
tax-exempt organizations and public educational institutions; Section 401 or
403(a) qualified pension, profit-sharing or annuity plans; individual retirement
annuities ("IRAs") under Section 408(b); simplified employee pension plans
("SEPs") under Section 408(k); SIMPLE IRA Plans under Section 408(p); Section
457 unfunded deferred compensation plans of public employers and tax-exempt
organizations' and private employer unfunded deferred compensation plans. The
tax implications of these plans are further discussed in the Statement of
Additional Information under the heading "Taxation Under Certain Retirement
Plans."

WITHHOLDING
Annuity payments and other amounts received under Certificates are subject to
income tax withholding unless the recipient elects not to have taxes withheld.
The amounts withheld will vary among recipients depending on the tax status of
the individual and the type of payments from which taxes are withheld.

Notwithstanding the recipient's election, withholding may be required with
respect to certain payments to be delivered outside the United States and with
respect to certain distributions from certain types of qualified retirement
plans, unless the proceeds are transferred directly from the qualified plan to
another qualified retirement plan. Moreover, special "backup withholding" rules
may require Fortis Benefits to disregard the recipient's election if the
recipient fails to supply Fortis Benefits with a "TIN" or taxpayer
identification number (social security number for individuals), or if the
Internal Revenue Service notifies Fortis Benefits that the TIN provided by the
recipient is incorrect.

PORTFOLIO DIVERSIFICATION
The United States Treasury Department has adopted regulations under Section
817(h) of the Code which set standards of diversification for the investments
underlying the Certificates, in order for the Certificates to be treated as
annuities. Fortis Benefits believes that these diversification standards will be
satisfied. Failure to do so would result in immediate taxation to Participants
or persons receiving annuity payments of all returns credited to Certificates,
except in the case of certain Qualified Certificates. Also, current regulations
do not provide guidance as to any circumstances in which control over allocation
of values among different investment alternatives may cause Participants or
persons receiving annuity payments to be treated as the owners of Variable
Account assets for tax purposes. Fortis Benefits reserves the right to amend the
Certificates in any way necessary to avoid any such result. The Treasury
Department may establish standards in this regard through regulations or
rulings. Such standards may apply only prospectively, although retroactive
application is possible if such standards were considered not to embody a new
position.

17
<PAGE>
one of these types of products into a Certificate pursuant to the special
annuity contract exchange form we provide for this purpose is not generally a
taxable event under the Code, and your investment in the Certificate will be the
same as your investment in the product you exchanged out of.

Because of the complexity of these and other tax aspects in connection with an
exchange, you should consult a tax adviser before making any exchange.

TAX LAW RESTRICTIONS AFFECTING SECTION 403(B) PLANS
Section 403(b)(12) of the Internal Revenue Code restricts the distribution under
Section 403(b) annuity contracts of:

(1) elective contributions made for years beginning after December 31, 1988;

(2) earnings on those contributions; and

(3) earnings on amounts held as of December 31, 1988.

Distribution of these amounts may only occur upon death of the employee,
attainment of age 59 1/2, separation from service, disability, or financial
hardship. In addition, income attributable to elective contributions made after
December 31, 1988 may not be distributed in the case of hardship.
FURTHER INFORMATION ABOUT FORTIS BENEFITS

GENERAL
Fortis Benefits is engaged in the offer and sale of insurance products,
including fixed and variable life insurance policies, fixed and variable annuity
contracts, and group life, accident and health insurance policies. The Company
markets its products to small business and individuals through a national
network of independent agents, brokers, and financial institutions.

SELECTED FINANCIAL DATA
The following is a summary of certain financial data of Fortis Benefits. This
summary has been derived in part from, and should be read in conjunction with,
the financial statements of Fortis Benefits included elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------------
(IN THOUSANDS) 1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Premiums and policy charges.............................. $ $1,295,878 $1,232,329 $1,022,446 $ 955,053
Net investment income.................................... 206,023 203,537 162,514 153,657
Net realized gains (losses) on investment................ 25,731 55,080 (28,815) 73,623
Other income............................................. 31,725 33,085 35,958 27,100
---------- ---------- ---------- ---------- ----------
TOTAL REVENUES......................................... $ $1,559,357 $1,524,031 $1,192,103 $1,209,433
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
Total benefits and expenses.............................. $ $1,470,066 $1,442,270 $1,157,651 $1,100,199
Federal Income taxes..................................... 31,099 27,891 11,595 31,090
Income before cumulative effect of accounting changes.... 58,192 53,870 22,857 78,144
Net income............................................... 58,192 53,870 22,857 81,707

BALANCE SHEET DATA
Total assets............................................. $ $5,951,876 $5,143,012 $4,043,914 $3,584,139
Total liabilities........................................ 5,171,203 4,431,914 3,569,717 3,052,231
Total shareholder's equity............................... 780,673 711,098 474,197 531,908
</TABLE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

1997 COMPARED TO 1996 (TO BE FILED)

1996 COMPARED TO 1995

REVENUES
Traditional life insurance premiums of Fortis Benefits (the "Company") are
principally composed of group life coverages. Total life premiums increased over
1995 due primarily to group life sales in 1996. Interest sensitive and
investment product policy charges, which consist primarily of cost of insurance
charges, increased 37% from 1995 to 1996. Continued sales of interest sensitive
and investment products has steadily increased the policy base on which these
charges are assessed.

Total accident and health premiums increased in 1996 compared to 1995 due to an
increase in the group disability product sales and strong persistency. Partially
offsetting this increase was a 3% decrease in the group medical products driven
by a decision to roll the fully insured medical business into a common medical
plan and the decision to cease new sales of large group self funded medical
plans, effective January 1, 1996. Beginning April 1, 1996 and continuing into
1997, the groups will gradually be rolled to a third party administrator.

The Company continues to match investment portfolio composition to liquidity
needs and capital requirements. Changes in interest rates during 1996, 1995 and
1994 resulted in recognition of realized gains and losses.

BENEFITS
The Company's group life benefits which are included in the traditional life
benefits were higher in 1996 compared to 1995 as a result of increased
mortality. Interest sensitive and investment product benefits for the period
ended December 31, 1996 increased 23% from 1995. This increase was the result of
higher interest crediting on the Company's steadily increasing policy base in
1996 compared to 1995.

The accident and health claims to premium ratio improved from 1995 to 1996 due
primarily to the improved claim closure rates in the group disability lines.

EXPENSES
The commission rates have declined from the levels in 1995. This is primarily
due to change in the mix of business by product lines as well as the change in
the first year versus renewal premiums. Interest sensitive and investment
products commission increased from 1996 compared to 1995; however, the Company
deferred $62.4 million of these commissions in 1996, compared to $52.7 million
in 1995. The additional commission and deferral is the result of an increase in
sales

18
<PAGE>
of the company's variable life and variable annuity products. This increase in
deferred commissions more than offset the increase in paid commissions and
lowered the net commission expense for 1996.

In 1996, the Company consolidated the fully insured group medical business
administration processing. This has resulted in expense savings as demonstrated
by the reduction in the general and administrative expenses. Also contributing
to the expense reduction was the decision to discontinue issuing large group
self funded medical business.

LIQUIDITY AND CAPITAL RESOURCES
The liquidity requirements of the Company have been met by funds provided from
operations, including investment income and additional paid in capital from the
Company's parent and sole shareholder. Funds are principally used to provide for
policy benefits, operating expenses, commissions and investment purchases. The
impact of the declining inforce medical business has been considered in
evaluating the Company's future liquidity needs. The Company expects its
operating activities to continue to generate sufficient funds.

The NAIC 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 calculation the risk-based capital standards, the Company's
percentage of total adjusted capital is in excess of ratios which would require
regulatory attention.

The Company has no long or short term debt. Less than 3% of the Company's assets
consisted of non-investment grade bonds as of December 31, 1996 and the Company
does not expect this percentage to change significantly in the future.

COMPETITION
Fortis Benefits seeks to compete primarily on the basis of customer service,
product design, and, in the case of products funded through Series Fund, the
investment results achieved by Fortis Advisers, Inc. Many other insurance
companies compete with Fortis Benefits in each of its markets, including on the
basis of price. Many of these companies, which include some of the largest and
best known insurance companies, have considerably greater resources than Fortis
Benefits.

REGULATION AND RESERVES
The Company is subject to regulation and supervision by the insurance
departments of the states in which it is licensed to do business. This
regulation covers a variety of areas, including benefit reserve requirements,
adequacy of insurance company capital and surplus, various operational
standards, and accounting and financial reporting procedures. Fortis Benefits'
operations and accounts are subject to periodic examination by insurance
regulatory authorities.

Under insurance guaranty fund laws in most states, insurers doing business
therein can be assessed up to prescribed limits for insurance contract losses,
if covered, incurred by insolvent companies. The amount of any future
assessments of Fortis Benefits under these laws cannot be reasonably estimated.
Most of these laws do provide, however, that an assessment may be excused or
deferred if it would threaten an insurer's own financial strength.

Although the federal government generally does not directly regulate the
business of insurance, federal initiatives often have an impact on the business
in a variety of ways. Federal measures that may adversely affect the insurance
business include health care reform, employee benefit regulation, controls on
medicare costs and medical entitlement programs, tax law changes affecting the
taxation of insurance companies or of insurance products, changes in the
relative desirability of various personal investment vehicles, and removal of
impediments on the entry of banking institutions into the business of insurance.

Pursuant to state insurance laws and regulations, Fortis Benefits is obligated
to carry on its books, as liabilities, reserves to meet its obligations under
outstanding insurance contracts. These reserves are based on assumptions about,
among other things, future claims experience and investment returns. Neither the
reserve requirements nor the other aspects of state insurance regulation provide
absolute protection to holders of insurance contracts, including the
Certificates, if Fortis Benefits were to incur claims or expenses at rates
significantly higher than expected (due, for example, to acquired immune
deficiency syndrome or other infectious diseases or catastrophes) or significant
unexpected losses on its investments.

EMPLOYEES AND FACILITIES
Fortis Benefits has approximately 2,000 employees and considers its employee
relations to be excellent; Fortis Benefits owns its Home Office building,
consisting of 295,000 square feet in Woodbury, Minnesota. It also has
administrative offices in Kansas City, Missouri. Fortis Benefits leases a
portion of that building consisting of 297,000 square feet. In addition Fortis
Benefits has several regional claims and sales offices throughout the United
States. Fortis Benefits occupies approximately 100% of its home office and 70%
of its administration building, which it expects will be adequate for its
purposes for the foreseeable future.

19
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS

Set forth is information concerning the Company's directors and executive
officers, to the extent responsible for its variable annuity operations,
together with their business experience and principal occupations for the past
five years:

<TABLE>
<S> <C>
OFFICER-DIRECTORS
Dean C. Kopperud, 45 Senior Vice President--Marketing and Sales; also
Director since 1995 officer of affiliated companies.
Robert Brian Pollock, 43 President and Chief Executive Officer; before then
Director Since 1988 Senior Vice President--Life and Disability.
Thomas Michael Keller, 50 Executive Vice President; before then Senior Vice
Director since 1990 President of Fortis, Inc.
OTHER DIRECTORS
Allen Royal Freedman, 57 Chairman and Chief Executive Officer of Fortis, Inc.
Chairman of the Board
since 1995
J. Kerry Clayton, 52 Executive Vice President of Fortis, Inc.
Director Since 1997
Arie Aristide Fakkert, 54 Assistant General Manager of Fortis International
Director Since 1987 N.V.
EXECUTIVE OFFICERS
Rhonda Schwartz, 39 Senior Vice President and General Counsel--Life and
Investment Products; before then secretary and
General Counsel of Fortis Inc.
Michael John Peninger, 43 Senior Vice President and Chief Financial Officer
Jon H. Nicholson, 48 Senior Vice President--Custom Solutions Group.
Peggy L. Ettestad, 40 Senior Vice President--Life Operations; before that
Vice President of General Electric Company.
</TABLE>

Fortis Benefits' officers serve at the pleasure of the board of directors, and
members of the board serve without compensation (except for expenses of
attending board meetings), until their successors are duly elected and
qualified.

Mr. Freedman is a director of Systems and Computer Technology Corporation and
Genesis Health Ventures. Mr. Freedman is also a director of the following
registered investment companies: Fortis Equity Portfolios, Inc.; Fortis Growth
Fund, Inc.; Fortis Fiduciary Fund, Inc., Fortis Income Portfolios, Inc.; Fortis
Securities, Inc.; Fortis Tax-Free Portfolios, Inc.; Fortis Money Portfolios,
Inc.; Fortis Advantage Portfolios, Inc.; Fortis World Wide Portfolios, Inc.;
Fortis Series Fund, Inc.; Special Portfolios, Inc.

EXECUTIVE COMPENSATION
Set forth below is certain information concerning the compensation of the
executive officers of Fortis Benefits.

- --------------------------------------------------------------------------------

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
--------------------------------------- ----------------------------
OTHER ANNUAL LTIP ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION PAYOUTS COMPENSATION (1)
- ------------------------------------------- --------- --------- --------- ----------------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Robert B. Pollock 1997 $ $ $ $ $
President and Chief Executive Officer 1996 215,000 69,660 0 0 15,318
1995 215,000 84,000 0 0 14,851
- -----------------------------------------------------------------------------------------------------------------------------
Jon H. Nicholson 1997 160,615 45,760 0 0 12,173
Sr. Vice President-- 1996 137,230 21,360 0 0 9,515
Custom Solutions Group 1995
- -----------------------------------------------------------------------------------------------------------------------------
Anthony J. Rotondi 1997 182,029 40,755 0 0 9,000
Sr. Vice President-- 1996 156,750 54,375 0 0 12,667
Manufacturing and Information Technology 1995
- -----------------------------------------------------------------------------------------------------------------------------
William D. Greiter 1997 178,500 48,195 0 0 12,829
Senior Vice President 1996 170,000 38,808 0 0 12,528
1995
- -----------------------------------------------------------------------------------------------------------------------------
Michael John Peninger 1997 165,000 51,975 0 0 13,018
Senior Vice President and 1996 165,000 39,150 0 0 12,249
Chief Financial Officer 1995
</TABLE>

- ------------------------
1 This column includes contributions made by Fortis Benefits for the year for
the benefit for the named individual to a defined contribution retirement
plan.

20
<PAGE>
LONG-TERM INCENTIVE PLAN AWARDS TABLE
(LONG-TERM INCENTIVE PLAN(1) AWARDS IN LAST FISCAL YEAR)

<TABLE>
<CAPTION>
PERFORMANCE OR
OTHER PERIOD ESTIMATED FUTURE PAYOUTS UNDER
NUMBER OF UNTIL NON-STOCK PRICE BASED PLANS
SHARES, UNITS OR MATURATION OR ----------------------------------
NAME OTHER RIGHTS PAYOUT THRESHOLD TARGET MAXIMUM
- --------------------------------------------------- ---------------- --------------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Robert B. Pollock.................................. Units 3 years 0 Units Units Units
Jon H. Nicholson................................... Units 3 years 0 Units Units Units
Anthony J. Rotondi................................. Units 3 years 0 Units Units Units
William D. Greiter................................. Units 3 years 0 Units Units Units
Michael John Peninger.............................. Units 3 years 0 Units Units Units
</TABLE>

- ------------------------
1 Units shown in this table represent performance units granted pursuant to an
Executive Incentive Compensation Plan in which officers and managers of
Fortis Benefits participate. Awards are made pursuant to this plan based on
the employee's position with Fortis Benefits and salary level and the extent
to which the employee and Fortis Benefits meet certain performance
objectives over 1- and 3-year periods. Employees may elect to defer awards
payable to them under this plan.

As additional compensation to its employees and executive officers, Fortis
Benefits has an Employees' Uniform Retirement Plan and an Executive Retirement
Plan which generally provide an annual annuity benefit upon retirement at age 65
(or a reduced benefit upon early retirement) equal to: .9% of the employee's
Average Annual compensation up to the employee's social security covered
compensation, plus 1.3% of compensation above the social security covered
compensation, up to $255,300, as adjusted by an index, multiplied by the
employee's years of credited services.

In addition, Fortis Benefits provides an unfunded Supplemental Executive
Retirement Plan for certain executives of Fortis Benefits. Mr. Pollock is the
only named executive currently covered by the Plan. Under the Supplemental
Executive Retirement Plan, the annual benefit is calculated by subtracting the
benefit payable under the Employees' Uniform Retirement Plan and the estimated
Social Security benefit from the "Target Benefit." The "Target Benefit" is equal
to 50% of Final Average Salary (average salary over the final 36 consecutive
months of employment) reduced for less than 20 years of service at retirement.
Upon retirement prior to age 65 and after attaining age 55 with 10 years of
service, special early retirement rules apply. The salary used to calculate the
Final Average Salary consists of regular compensation and the annual target
incentive bonus of the participant. The estimated annual benefit of Mr. Pollock,
based on current compensation levels, under this plan is $50,135.

The following table illustrates the COMBINED estimated life annuity benefit
payable from the Employees' Uniform Retirement Plan and Executive Retirement
Plan to employees with the specified Final Average Salary and years of service
upon retirement.

PENSION PLAN TABLE*

<TABLE>
<CAPTION>
YEARS OF SERVICE
----------------------------------------------------------------
FINAL AVERAGE SALARY 10 15 20 25 30 35
- --------------------------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
$125,000................... $15,147 $ 22,720 $ 30,294 $ 37,867 $ 45,441 $ 53,014
150,000................... 18,397 27,595 36,794 45,992 55,191 64,389
175,000................... 21,647 32,470 43,294 54,117 64,941 75,764
200,000................... 24,897 37,345 49,794 62,242 74,691 87,139
225,000................... 28,147 42,220 56,294 70,367 84,441 98,514
250,000................... +30,214 45,321 60,428 75,536 90,643 105,750
275,000+.................. 30,352 45,528 60,704 75,880 91,056 106,232
</TABLE>

- ------------------------

* The table excludes social security benefits. In general, for the purposes of
these plans, compensation includes salary and bonuses. The credited years of
service with Fortis Benefits for these individuals named in the Summary
Compensation Table above are as follows: 17, 9, 24, 13, and 12, respectively.

OWNERSHIP OF SECURITIES

All of Fortis Benefits' outstanding shares are owned by Fortis Insurance, Inc.,
515 West Wells, Milwaukee, Wisc. 53201, which is itself wholly owned by Fortis,
Inc., One Chase Manhattan Plaza, New York, N.Y. 10005. Fortis, Inc., in turn is
wholly owned by Fortis International, Inc., which is wholly owned by AMEV/VSB
1990 N.V., both of which share the same address with N.V. AMEV., Archimedeslaan
10, 3584 BA, Utrecht, The Netherlands. AMEV/VSB 1990 N.V. is 50% owned by Fortis
AMEV and 50% owned, through certain subsidiaries, by Fortis AG, Boulevard Emile
Jacqmain 53, 1000 Brussels, Belgium.

VOTING PRIVILEGES

In accordance with its view of current applicable law, Fortis Benefits will vote
shares of each of the Portfolios which are attributable to a Certificate at
regular and special meetings of the shareholders of Series Fund in proportion to
instructions received from the persons having the voting interest in the
Certificate as of the record date for the corresponding Series Fund shareholders
meeting. Participants have the voting interest during the Accumulation Period,
persons receiving annuity payments during the Annuity Period, and Beneficiaries
after the death of the Annuitant or Participant. However, if the Investment
Company Act of 1940 or any rules thereunder should be amended or if the present
interpretation thereof should change, and as a result Fortis Benefits determines
that it is permitted to vote shares of the Portfolios in its own right, it may
elect to do so.

21
<PAGE>
variable annuity payments allocable to that Subaccount under the Certificate as
of the record date. Such liability for future payments will be calculated on the
basis of the mortality assumptions and the assumed interest rate used in
determining the number of Annuity Units credited to the Certificate and the
applicable Annuity Unit value on the record date. During the Annuity Period, the
number of votes attributable to a Certificate will generally decrease since
funds set aside to make the annuity payments will decrease.

Fortis Benefits will vote shares for which it has received no timely
instructions, and any shares attributable to excess amounts Fortis Benefits has
accumulated in the related Subaccount, in proportion to the voting instructions
which it receives with respect to all Certificates and other variable annuity
contracts participating in a Portfolio. To the extent that Fortis Benefits or
any affiliated company holds any shares of a Portfolio, they will be voted in
the same proportion as instructions for that Portfolio that are received from
persons holding the voting interest with respect to all Fortis Benefits separate
accounts participating in that Portfolio. Shares held by separate accounts other
than the Variable Account will in general be voted in accordance with
instructions of participants in such other separate accounts. This diminishes
the relative voting influence of the Certificates.

Each person having a voting interest in a Subaccount of the Separate Account
will receive proxy material, reports and other materials relating to the
appropriate Portfolio. Pursuant to the procedures described above, these persons
may give instructions regarding the election of the Board of Directors of Series
Fund, ratification of the selection of its independent auditors, the approval of
the investment managers of a Portfolio, changes in fundamental investment
policies of a Portfolio and all other matters that are put to a vote by Series
Fund shareholders.

LEGAL MATTERS

The legality of the Certificates described in this Prospectus has been passed
upon by Douglas R. Lowe, Esquire, Associate General Counsel with the law
department of Fortis Benefits. Messrs. Freedman, Levy, Kroll & Simonds,
Washington, D.C., have advised Fortis Benefits on certain federal securities law
matters.

OTHER INFORMATION

Registration Statements have been filed with the Securities and Exchange
Commission under the Securities Act of 1933 as amended, with respect to the
Certificates discussed in this Prospectus. Not all of the information set forth
in the Registration Statement, amendments and exhibits thereto has been included
in this Prospectus. Statements contained in this Prospectus concerning the
content of the Certificates and other legal instruments are intended to be
summaries. For a complete statement of the terms of these documents, reference
should be made to the instruments filed with the Securities and Exchange
Commission.

A Statement of Additional Information is available upon request. Its contents
are as follows:

CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
PAGE
<S> <C>
Fortis Benefits and the Variable Account....... 2
Calculation of Annuity Payments................ 2
Postponement of Payments....................... 3
Services....................................... 4
- Safekeeping of Variable Account Assets..... 4
- Experts.................................... 4
- Principal Underwriter...................... 4
Limitations on Allocations..................... 4
Change of Investment Adviser or Investment
Policy........................................ 4
Taxation Under Certain Retirement Plans........ 5
Withholding.................................... 9
Terms of Exemptive Relief in Connection With
Mortality and Expense Risk Charge............. 9
Variable Account Financial Statements.......... 10
APPENDIX A--Performance Information............ A-1
</TABLE>

FORTIS BENEFITS FINANCIAL STATEMENTS

The financial statements of Fortis Benefits that are included in this Prospectus
should be considered primarily as bearing on the ability of Fortis Benefits to
meet its obligations under the Certificates. The Certificates are not entitled
to participate in earnings, dividends or surplus of Fortis Benefits.

22
<PAGE>
APPENDIX A--SAMPLE MARKET VALUE ADJUSTMENT CALCULATIONS
The formula which will be used to determine the Market Value Adjustment is:

Sample Calculation 1: Positive Adjustment

<TABLE>
<S> <C>
Amount withdrawn or transferred $10,000
Existing Guarantee Period 7 years
Time of withdrawal or transfer beginning of 3rd year of Existing
Guarantee Period
Guaranteed Interest Rate (I) 8%*
Guaranteed Interest Rate for
new 5-year guarantee (J) 7%*
Remaining Guarantee Period (N) 60 months
Market Value Adjustment
</TABLE>

Amount transferred or withdrawn (adjusted for Market Value
Adjustment): $10,234.73

Sample Calculation 2: Negative Adjustment

<TABLE>
<S> <C>
Amount withdrawn or transferred $10,000
Existing Guarantee Period 7 years
Time of withdrawal or transfer beginning of 3rd year of Existing
Guarantee Period
Guaranteed Interest Rate (I) 8%*
Guaranteed Interest Rate for
new 5-year guarantee (J) 9%*
Remaining Guarantee Period (N) 60 months
Market Value Adjustment:
</TABLE>

Amount transferred or withdrawn (adjusted for Market Value
Adjustment): $9,333.58

Sample Calculation 3: Negative Adjustment

<TABLE>
<S> <C>
Amount withdrawn or transferred $10,000
Guarantee Period 7 years
Time of withdrawal or transfer beginning of 3rd year of Existing
Guarantee Period
Guaranteed Interest Rate (I) 8%*
Guaranteed Interest Rate for
new 5-year guarantee (J) 7.75%*
Remaining Guarantee Period (N) 60 months
Market Value Adjustment:
</TABLE>

Amount transferred or withdrawn (adjusted for Market Value
Adjustment): $9,885.06
- ------------------------
* Assumed for illustrative purposes only.

A-1
<PAGE>
APPENDIX B--SAMPLE DEATH BENEFIT CALCULATIONS

(FOR CONTRACTS ISSUED ON AND AFTER MAY 1, 1997 WITH ENHANCED DEATH
BENEFIT RIDER)

DATE OF DEATH IS THE 3RD CERTIFICATE ANNIVERSARY

<TABLE>
<CAPTION>
EXAMPLE 1 EXAMPLE 2
--------- ---------
<S> <C> <C> <C>
a. Net Purchase Payments Made Prior to Date of Death, with 3%
accumulation................................................ $ 20,000 $ 20,000
b. Certificate Value on Date of Death.......................... $ 17,000 $ 25,000
Death Benefit is larger of a, and b.............................. $ 20,000 $ 25,000
</TABLE>

DATE OF DEATH IS THE 8TH CERTIFICATE ANNIVERSARY

<TABLE>
<CAPTION>
EXAMPLE 3 EXAMPLE 4 EXAMPLE 5
--------- --------- ---------
<S> <C> <C> <C> <C>
a. Net Purchase Payments Made Prior to Date of Death, with 3%
accumulation................................................ $ 20,000 $ 20,000 $ 20,000
b. Certificate Value on 7th Certificate Anniversary............ $ 15,000 $ 30,000 $ 30,000
c. Certificate Value on Date of Death.......................... $ 17,000 $ 25,000 $ 35,000
Death Benefit is larger of a, b, and c........................... $ 20,000 $ 30,000 $ 35,000
</TABLE>

DATE OF DEATH IS THE 15TH CERTIFICATE ANNIVERSARY

<TABLE>
<CAPTION>
EXAMPLE 6 EXAMPLE 7 EXAMPLE 8
--------- --------- ---------
<S> <C> <C> <C> <C>
a. Net Purchase Payments Made Prior to Date of Death, with 3%
accumulation................................................ $ 20,000 $ 20,000 $ 20,000
b. Certificate Value on 14th Certificate Anniversary........... $ 15,000 $ 40,000 $ 40,000
c. Certificate Value on Date of Death.......................... $ 17,000 $ 30,000 $ 50,000
Death Benefit is larger of a, b, and c........................... $ 20,000 $ 40,000 $ 50,000
</TABLE>

The numbers do not include any market value adjustments which might be
applicable to the death benefit amount.

B-1
<PAGE>
APPENDIX C--EXPLANATION OF EXPENSE CALCULATIONS
The expense for a given year is calculated by multiplying the projected
beginning of the year policy value by the total expense rate. The total expense
rate is the sum of the variable account expense rate plus the total Series Fund
expense rate plus the annual administrative charge rate.

The policy values are projected by assuming a single payment of $1,000 grows at
an annual rate equal to 5% reduced by the total expense rate described above.

For example, the 3 year expense for the Growth Stock Series is calculated as
follows:

<TABLE>
<C> <S> <C> <C>
--------------------------------------------------------------------------------------------------------------
Total Variable Account Annual Expenses 1.35%
--------------------------------------------------------------------------------------------------------------
+ Total Series Fund Operating Expenses
--------------------------------------------------------------------------------------------------------------
= Total Expense Rate
--------------------------------------------------------------------------------------------------------------
</TABLE>

Year 1 Beginning Policy Value = $1000.00
Year 1 Expense = 1000.00 X = $

Year 2 Beginning Policy Value = $
Year 2 Expense = X = $

Year 3 Beginning Policy Value = $
Year 3 Expense = X = $

So the cumulative expenses for years 1-3 for the Growth Stock Series are equal
to $ + $ + $ = $

If the contract is surrendered, the surrender charge is the surrender charge
percentage times the purchase payment minus the 10% free withdrawal amount:

<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Surrender Charge Percentage X (Initial Premium - 10% Free Withdrawal) = Surrender Charge
0.05 X ( $1000.00 - $100.00 ) = $45.00
</TABLE>

So the total expense if surrendered is $ + $45.00 = $

C-1
<PAGE>

<TABLE>
<S> <C>
BULK RATE
U.S. POSTAGE
</TABLE>

FORTIS-R-
<TABLE>
<S> <C>
PAID
PERMIT NO. 3794
</TABLE>

FORTIS FINANCIAL GROUP
<TABLE>
<S> <C>
MINNEAPOLIS, MN
</TABLE>

P.O. BOX 64284
ST. PAUL, MN 55164

PROSPECTUS

MAY 1, 1998

FORTIS
SERIES FUND, INC.

FORTIS MASTERS
VARIABLE ANNUITY
<PAGE>

FORTIS
MASTERS+
VARIABLE
ANNUITY

Certificates Under Flexible
Premium Deferred
Combination Variable and
Fixed Annuity Contracts

PROSPECTUS DATED
May 1, 1998

FORTIS-R-

FORTIS BENEFITS INSURANCE COMPANY
MAILING ADDRESS: STREET ADDRESS: PHONE: 1-800-800-2000
P.O. BOX 64272 500 BIELENBERG DRIVE EXTENSION 3057
ST. PAUL WOODBURY
MINNESOTA 55164 MINNESOTA 55125

<TABLE>
<S> <C>
Money Market Series S&P 500 Index Series
U.S. Government Securities Series Blue Chip Stock Series
Diversified Income Series International Stock Series
Global Bond Series Mid Cap Stock Series
High Yield Series Small Cap Value Series
Global Asset Allocation Series Global Growth Series
Asset Allocation Series Large Cap Growth Series
Value Series Growth Stock Series
Growth & Income Series Aggressive Growth Series
</TABLE>

The accompanying Prospectuses for the Portfolios describe the investment
objectives, policies and risks of each of the Portfolios. Under the guaranteed
interest accumulation option, you can choose among ten different guarantee
periods, each of which has its own interest rate.

This Prospectus gives prospective investors information about the Certificates
that they should know before investing. This Prospectus must be accompanied by a
current Prospectus of the Portfolios. All of the Prospectuses should be read
carefully and kept for future reference.

99183 (Ed. 5/99)

<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Special Terms Used in this Prospectus.................................................................... 3
Information Concerning Fees and Charges.................................................................. 4
Summary of Certificate Features.......................................................................... 6
- Fortis Benefits/Fortis Financial Group Member...................................................... 8
The Variable Account..................................................................................... 8
The Portfolios........................................................................................... 8
The Fixed Account........................................................................................ 8
- Guaranteed Interest Rates/Guarantee Periods........................................................ 8
- Market Value Adjustment............................................................................ 9
- Investments by Fortis Benefits..................................................................... 9
Accumulation Period...................................................................................... 10
- Issuance of a Certificate and Purchase Payments.................................................... 10
- Certificate Value.................................................................................. 10
- Allocation of Purchase Payments and Certificate Value.............................................. 10
- Total and Partial Surrenders....................................................................... 11
- Benefit Payable on Death of Participant (or Annuitant)............................................. 11
The Annuity Period....................................................................................... 12
- Annuity Commencement Date.......................................................................... 12
- Commencement of Annuity Payments................................................................... 12
- Relationship Between Subaccount Investment Performance and Amount of Variable Annuity Payments..... 13
- Annuity Forms...................................................................................... 13
- Death of Annuitant or Other Payee.................................................................. 13
Charges and Deductions................................................................................... 13
- Premium Taxes...................................................................................... 13
- Charges Against the Variable Account............................................................... 14
- Tax Charge......................................................................................... 14
- Surrender Charge................................................................................... 14
- Nursing Care/Hospitalization Waiver of Surrender Charges........................................... 15
- Disability Waiver of Surrender Charges............................................................. 15
- Miscellaneous...................................................................................... 15
- Reduction of Charges............................................................................... 15
General Provisions....................................................................................... 15
- The Certificates................................................................................... 15
- Postponement of Payment............................................................................ 15
- Misstatement of Age or Sex and Other Errors........................................................ 15
- Assignment......................................................................................... 15
- Beneficiary........................................................................................ 15
- Reports............................................................................................ 16
Rights Reserved By Fortis Benefits....................................................................... 16
Distribution............................................................................................. 16
Federal Tax Matters...................................................................................... 16
Further Information about Fortis Benefits................................................................ 18
- General............................................................................................ 18
- Selected Financial Data............................................................................ 18
- Management's Discussion and Analysis of Financial Condition and Results of Operations.............. 19
- Directors and Executive Officers................................................................... 20
- Executive Compensation............................................................................. 21
- Ownership of Securities............................................................................ 22
Voting Privileges........................................................................................ 22
Legal Matters............................................................................................ 22
Other Information........................................................................................ 22
Contents of Statement of Additional Information.......................................................... 23
Fortis Benefits Financial Statements..................................................................... 23
Appendix A--Sample Market Value Adjustment Calculations.................................................. A-1
Appendix B--Sample Death Benefit Calculations............................................................ B-1
Appendix C--Explanation of Expense Calculations.......................................................... C-1
</TABLE>

<TABLE>
<S> <C>
ACCUMULATION The time period under a Certificate between the Certificate Issue Date and the Annuity
PERIOD Commencement Date.
ACCUMULATION A unit of measure used to calculate the Participants' interest in the Variable Account during
UNIT the Accumulation Period.
ANNUITANT A person during whose life annuity payments are to be made by Fortis Benefits under the
Certificate. The Annuitant is the person named in the application for the Certificate. If such
person dies before the Annuity Commencement Date and there is an additional annuitant named in
the application, the additonal annuitant shall become the Annuitant. If there is no named
additional annuitant, or the additional annuitant has predeceased the annuitant who is named
in the application, the Participant, if he or she is a natural person, shall become the
Annuitant.
ANNUITY The date on which the Annuity Period commences.
COMMENCEMENT
DATE
ANNUITY PERIOD The time period following the Accumulation Period, during which annuity payments are made by
Fortis Benefits.
ANNUITY UNIT A unit of measurement used to calculate variable annuity payments.
BENEFICIARY The person entitled to receive benefits under the terms of the Certificate.
CASH SURRENDER The amount payable to the Participant on surrender of the Certificate after all applicable
VALUE adjustments and deduction of all applicable charges.
CERTIFICATE The date on which the Certificate becomes effective as shown on the Certificate Data Page.
ISSUE DATE
CERTIFICATE The sum of the Fixed Account Value and the Variable Account Value.
VALUE
FIXED ACCOUNT The name of the alternative under which purchase payments are allocated to Fortis Benefits
General Account.
FIXED ACCOUNT The amount of your Certificate Value which is in the Fixed Account.
VALUE
FIXED ANNUITY An annuity option under which Fortis Benefits promises to pay the Annuitant or any other payee
OPTION that you designate one or more fixed payments.
GENERAL ACCOUNT All assets of Fortis Benefits other than those in the Variable Account, and other than those
in any other legally segregated separate account established by Fortis Benefits.
GUARANTEED The rate of interest we credit during any Guarantee Period, on an effective annual basis.
INTEREST RATE
GUARANTEE The period for which a Guaranteed Interest Rate is credited.
PERIOD
HOME OFFICE Our office at 500 Bielenberg Drive, Woodbury, Minnesota 55125; 1-800-800-2638, extension 3057;
Mailing address: P.O. Box 64272, St. Paul, MN 55164.
MARKET VALUE Positive or negative adjustment in Fixed Account Value that we make if such value is paid out
ADJUSTMENT more than fifteen days before or after the end of a Guarantee Period in which it was being
held.
NET PURCHASE The gross amount of a purchase payment less any applicable premium taxes or similar
PAYMENT governmental assessments.
NON-QUALIFIED Certificates that do not qualify for the special federal income tax treatment applicable in
CERTIFICATES connection with certain retirement plans.
PARTICIPANT The person or company named in the application for a Certificate, who is entitled to exercise
all rights and privileges of ownership under the Certificate during the Accumulation Period.
PORTFOLIO Each separate investment portfolio available for investment by the Variable Account.
QUALIFIED Certificates that are qualified for the special federal income tax treatment applicable in
CERTIFICATES connection with certain retirement plans.
SUBACCOUNTS The several Subaccounts of the Variable Account, each of which invests its assets in a
different Portfolio.
VALUATION DATE All business days except, with respect to any Subaccount, days on which the related Portfolio
does not value its shares. Generally, the Portfolios value their shares on each day the New
York Stock Exchange is open.
VALUATION The period that starts at the close of regular trading on the New York Stock Exchange on a
PERIOD Valuation Date and ends at the close of regular trading on the exchange on the next succeeding
Valuation Date.
VARIABLE The segregated asset account referred to as Variable Account D of Fortis Benefits Insurance
ACCOUNT Company established to receive and invest purchase payments under Certificates.
VARIABLE The amount of your Certificate Value in the Subaccounts of the Variable Account.
ACCOUNT VALUE
</TABLE>

INFORMATION CONCERNING FEES AND CHARGES

PARTICIPANT TRANSACTION CHARGES

<TABLE>
<S> <C>
Front-End Sales Charge Imposed on Purchases.............................. 0%
Maximum Surrender Charge for Sales Expenses.............................. 7%(1)
</TABLE>

<TABLE>
<CAPTION>
SURRENDER CHARGE AS A
NUMBER OF YEARS SINCE PERCENTAGE OF PURCHASE
PURCHASE PAYMENT WAS CREDITED PAYMENT
- ------------------------------ ----------------------
<S> <C>
Less than 2 7%
At least 2 but less than 4 6%
At least 4 but less than 5 5%
At least 5 but less than 6 3%
At least 6 but less than 7 1%
7 or more 0%
</TABLE>

MARKET VALUE ADJUSTMENT WITH RESPECT TO FIXED ACCOUNT

Surrenders and other withdrawals from the Fixed Account more than fifteen days
from the end of a Guarantee Period other than the one year Guarantee Period
are subject to a Market Value Adjustment. The Market Value Adjustment may
increase or reduce the Fixed Account Value. It is computed pursuant to a
formula that is described in more detail under "Market Value Adjustment."

PORTFOLIO ANNUAL EXPENSES (A)

<TABLE>
<CAPTION>
U.S. GLOBAL
MONEY GOVERNMENT DIVERSIFIED GLOBAL HIGH ASSET ASSET GROWTH &
MARKET SECURITIES INCOME BOND YIELD ALLOCATION ALLOCATION VALUE INCOME
SERIES SERIES SERIES SERIES SERIES SERIES SERIES SERIES SERIES
------ ---------- ----------- ------ ------ ---------- ---------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Advisory and
Management Fee...............
Other Expenses................
Total Series Fund Operating
Expenses.....................
</TABLE>

<TABLE>
<CAPTION>
BLUE MID SMALL LARGE
S&P 500 CHIP CAP CAP GLOBAL CAP GROWTH AGGRESSIVE
INDEX STOCK INTERNATIONAL STOCK VALUE GROWTH GROWTH STOCK GROWTH
SERIES SERIES STOCK SERIES SERIES SERIES SERIES SERIES SERIES SERIES
------- ------ ------------- ------ ------ ------ ------ ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Advisory and
Management Fee...............
Other Expenses................
Total Series Fund Operating
Expenses.....................
</TABLE>

---------------------------------

(a) As a percentage of Portfolio average net assets based on 1997 historical
data except that for Small Cap Value Series, Mid Cap Stock Series and
Large Cap Growth Series these amounts are based upon estimates for their
current fiscal year.

4
<PAGE>

If you COMMENCE AN ANNUITY payment option, or do NOT surrender your
Certificate, you would pay the following cumulative expenses on a $1,000
investment, assuming a 5% annual return on assets:

--------------------------

* Does not include the effect of any Market Value Adjustment.

THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

--------------------------

The foregoing tables and examples are included to assist you in understanding
the transaction and operating expenses imposed directly or indirectly under
the Certificates and the Portfolios. Amounts for state premium taxes or
similar assessments will also be deducted, where applicable.

See Appendix C for an explanation of the calculation of the amounts set forth
above.

5
<PAGE>
SUMMARY OF CERTIFICATE FEATURES

PURCHASE PAYMENTS

VARIABLE ACCOUNT INVESTMENT OPTIONS

Each of the Subaccounts of the Variable Account invests in shares of a
corresponding Portfolio. Certificate Value in each of the Subaccounts of the
Variable Account will vary to reflect the investment experience of each of the
corresponding Portfolios, as well as deductions for certain charges.

Each Portfolio has a separate and distinct investment objective and is managed
by Fortis Advisers, Inc. or a subadviser of Fortis Advisers, Inc. A full
description of the Portfolios and their investment objectives, policies, risks
and expenses can be found in the current Prospectus for the Portfolios, which
accompanies this Prospectus, and the Portfolios' Statement of Additional
Information which is available upon request.

If amounts are transferred, surrendered or otherwise paid out more than fifteen
days before or after the end of the applicable Guarantee Period other than the 1
year Guarantee Period, a Market Value Adjustment will be applied to increase or
decrease the amount of Fixed Account Value that is paid out. Accordingly, the
Market Value Adjustment can result in gains or losses to you. There is no Market
Value Adjustment for transfers or surrenders from the one-year Guarantee Period
of the Fixed Account.

THE FIXED ACCOUNT INVESTMENT OPTION IS NOT AVAILABLE FOR CERTIFICATES ISSUED IN
THE STATES OF PENNSYLVANIA AND NEVADA.

For a more complete discussion of the Fixed Account investment options and the
Market Value Adjustment, see "The Fixed Account."

TOTAL OR PARTIAL SURRENDERS

Subject to certain conditions, all or part of the Certificate Value may be
surrendered by the Participant before the earlier of (1) if the participant is a
non-natural person the Annuitant's death, or (2) the Annuity Commencement Date.
Amounts surrendered may be subject to a surrender charge and, in addition,
amounts surrendered from the Fixed Account may be subject to a Market Value
Adjustment. See "Total and Partial Surrenders," "Surrender Charge" and "Market
Value Adjustment." Particular attention should be paid to the tax implications
of any surrender, including possible penalties for premature distributions. See
"Federal Tax Matters."

DEATH BENEFIT

In the event of the death of the Participant, or the Annuitant if the
participant is a non-natural person, prior to the Annuity Commencement Date, a
death benefit is payable to the Beneficiary. See "Benefit Payable on Death of
Annuitant or Participant."

6
<PAGE>
the employer's designee) in connection with an employee benefit plan. In the
latter cases, certain rights that a Participant otherwise would have under a
Certificate may be reserved instead by the employer.

TAX IMPLICATIONS
The tax implications for Participants or any other persons who may receive
payments under a Certificate, and those of any related employee benefit plan can
be quite important. A brief discussion of some of these is set out under
"Federal Tax Matters" in this Prospectus and "Taxation Under Certain Retirement
Plans" in the Statement of Additional Information, but such discussion is not
comprehensive. Therefore, you should consider these matters carefully and
consult a qualified tax adviser before making purchase payments or taking any
other action in connection with a Certificate or any related employee benefit
plan. Failure to do so could result in serious adverse tax consequences which
might otherwise have been avoided.

QUESTIONS AND OTHER COMMUNICATIONS

FINANCIAL AND PERFORMANCE INFORMATION

The information presented below reflects the Accumulation Unit information for
subaccounts of the Separate Account through December 31, 1997.

<TABLE>
<CAPTION>
U.S. GOV'T DIVERSIFIED
MONEY MARKET SECURITIES INCOME GLOBAL BOND HIGH YIELD
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
DECEMBER 31, 1997
Accumulation Units in Force...
Accumulation Unit Values......
DECEMBER 31, 1996
Accumulation Units in Force... 36,220,947 9,635,092 55,653,680 1,088,043 3,337,604
Accumulation Unit Values...... 1.418 15.935 1.801 11.961 11.928
JANUARY 1, 1996*
Accumulation Unit Values...... -- -- -- -- --
DECEMBER 31, 1995
Accumulation Units in Force... 26,915,975 10,989,914 59,213,865 574,142 2,321,419
Accumulation Unit Value....... $1.367 $15.805 $1.753 $11.743 $10.941
JANUARY 2, 1995*
Accumulation Unit Value....... -- -- -- $10.000 --
DECEMBER 31, 1994
Accumulation Units in Force... 30,697,754 12,271,738 62,744,615 -- 1,216,957
Accumulation Unit Value....... $1.311 $13.483 $1.515 -- --
MAY 1, 1994*
Accumulation Unit Value....... -- -- -- -- --
DECEMBER 31, 1993
Accumulation Units in Force... 21,315,022 15,601,818 56,005,709 -- --
Accumulation Unit Value....... $1.278 $14.609 $1.621 -- --
DECEMBER 31, 1992
Accumulation Units in Force... 20,674,556 9,505,984 19,353,521 -- --
Accumulation Unit Value....... $1.261 $13.529 $1.457 -- --
MAY 1, 1992*
Accumulation Unit Value....... -- -- -- -- --
DECEMBER 31, 1991
Accumulation Units in Force... 7,235,168.03 3,595,759.23 6,056,976.03 -- --
Accumulation Unit Value....... $1.237 $12.921 $1.379 -- --
DECEMBER 31, 1990
Accumulation Units in Force... 5,632,146.27 747,992.12 2,352,517.74 -- --
Accumulation Unit Value....... $1.183 $11.450 $1.219 -- --
DECEMBER 31, 1989
Accumulation Units in Force... 754,306.35 70,701.23 1,306,717.80 -- --
Accumulation Unit Value....... $1.112 $10.756 $1.135 -- --
MAY 1, 1989*
Accumulation Unit Value....... -- 10.0000 -- -- --
DECEMBER 31, 1988
Accumulation Units in Force... 92,261.56 -- 493,007.87 -- --
Accumulation Unit Value....... $1.030 -- $1.024 -- --
MAY 2, 1988*
Accumulation Unit Value....... $1.000 -- $1.000 -- --

<CAPTION>
GLOBAL ASSET ASSET GROWTH & S&P BLUE
ALLOCATION ALLOCATION VALUE INCOME 500 CHIP
------------ ------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
DECEMBER 31, 1997
Accumulation Units in Force...
Accumulation Unit Values......
DECEMBER 31, 1996
Accumulation Units in Force... 2,330,884 154,525,474 1,071,648 7,892,683 1,259,758 915,358
Accumulation Unit Values...... 12.884 2.368 11.048 15.468 11.326 11.520
JANUARY 1, 1996*
Accumulation Unit Values...... -- -- 10.000 10.000 10.000
DECEMBER 31, 1995
Accumulation Units in Force... 1,117,596 148,700,081 4,204,164
Accumulation Unit Value....... $11.590 $2.134 $12.904
JANUARY 2, 1995*
Accumulation Unit Value....... $10.000 -- --
DECEMBER 31, 1994
Accumulation Units in Force... -- 137,642,102 1,489,517
Accumulation Unit Value....... $9.834 $1.773 $10.083
MAY 1, 1994*
Accumulation Unit Value....... $10.0000 -- $10.0000
DECEMBER 31, 1993
Accumulation Units in Force... -- 106,834,367 --
Accumulation Unit Value....... -- $1.797 --
DECEMBER 31, 1992
Accumulation Units in Force... -- 49,688,937 --
Accumulation Unit Value....... -- $1.664 --
MAY 1, 1992*
Accumulation Unit Value....... -- -- --
DECEMBER 31, 1991
Accumulation Units in Force... -- 17,772,322.83 --
Accumulation Unit Value....... -- $1.577 --
DECEMBER 31, 1990
Accumulation Units in Force... -- 8,249,373.75 --
Accumulation Unit Value....... -- $1.252 --
DECEMBER 31, 1989
Accumulation Units in Force... -- 2,760,936.67 --
Accumulation Unit Value....... -- $1.245 --
MAY 1, 1989*
Accumulation Unit Value....... -- -- --
DECEMBER 31, 1988
Accumulation Units in Force... -- 703,763.76 --
Accumulation Unit Value....... -- $1.019 --
MAY 2, 1988*
Accumulation Unit Value....... -- $1.000 --

- ----------------------------------------
* Accumulation Unit Value at Date of initial registration statement
effectiveness

Audited financial statements of the Variable Account are included in the
Statement of Additional Information.

Financial information concerning Fortis Benefits is included in this Prospectus
under "Additional Information About Fortis Benefits" and "Fortis Benefits
Financial Statements."

7
<PAGE>
FORTIS BENEFITS/FORTIS FINANCIAL GROUP MEMBER

Fortis Benefits Insurance Company, the issuer of the Certificates, was founded
in 1910. At the end of 1997, Fortis Benefits had approximately $X billion of
total life insurance in force. Fortis Benefits is a Minnesota corporation and is
qualified to sell life insurance and annuity contracts in the District of
Columbia and in all states except New York. Fortis Benefits is an indirectly
wholly-owned subsidiary of Fortis, Inc., which is itself indirectly owned 50% by
Fortis AMEV and 50% by Fortis AG. Fortis, Inc. manages the United States
operations for these two companies.

THE VARIABLE ACCOUNT

There are Subaccounts in the Variable Account. The assets in each Subaccount are
invested exclusively in one of the Portfolios listed on the first page of the
prospectus, each of which represents a separate investment Portfolio. Income and
both realized and unrealized gains or losses from the assets of each Subaccount
of the Variable Account are credited to or charged against that Subaccount
without regard to income, gains or losses from any other Subaccount of the
Variable Account or arising out of any other business we may conduct. New
Subaccounts may be added as new Portfolios are added and made available.
Correspondingly, if any Portfolios are eliminated, Subaccounts may be eliminated
from the Variable Account.

THE PORTFOLIOS

Certificate holders may choose from among a number of different Portfolios, each
of which is a mutual fund available for purchase only as a funding vehicle for
benefits under variable life insurance and variable annuities issued by Fortis
Benefits and other life insurance companies. Each Portfolio corresponds to one
of the Subaccounts of the Variable Account. The assets of each Portfolio are
separate from the others and each Portfolio operates as a separate investment
portfolio whose performance has no effect on the investment performance of any
other Portfolio. More detailed information for each Portfolio offered, such as
its investment policies and restrictions, charges, risks attendant to investing
in it, and other aspects of its operations, may be found in the current
prospectus for each Portfolio. Such a prospectus for the Portfolios being
considered must accompany this Prospectus and should be read in conjunction with
it. A copy of each prospectus may be obtained without charge from Fortis
Benefits by calling 1-800-800-2000, ext. 3057, or writing P.O. Box 64272, St.
Paul, Minnesota 55164.

Fortis Benefits purchases and redeems Portfolios' shares for the Variable
Account at their net asset value without the imposition of any sales or
redemption charges. Any dividend or capital gain distributions attributable to
Certificates are automatically reinvested in shares of the Portfolio from which
they are received at the Portfolio's net asset value on the date paid. Such
dividends and distributions will have the effect of reducing the new asset value
of each share of the corresponding Portfolio and increasing, by an equivalent
value, the number of shares outstanding of the Portfolio. However, the value of
your interest in the corresponding Subaccount will not change as a result of any
such dividends and distributions.

As indicated, Portfolios may also be available to registered separate accounts
offering variable annuity and variable life products of other participating
insurance companies, as well as to the Variable Account and other separate
accounts of Fortis Benefits. Although Fortis Benefits does not anticipate any
disadvantages to this, there is a possibility that a material conflict may arise
between the interest of the Variable Account and one or more of the other
separate accounts participating in the Portfolios. A conflict may occur due to a
change in law affecting the operations of variable life and variable annuity
separate accounts, differences in the voting instructions of the Participants
and those of other companies, or some other reason. In the event of conflict,
Fortis Benefits will take any steps necessary to protect the Participants and
variable annuity payees.

THE FIXED ACCOUNT

We currently make available ten different Guarantee Periods, ranging from one to
ten years. Each Guarantee Period has its own Guaranteed Interest Rate, which may
differ from those for other Guarantee Periods. From time to time we will, at our
discretion, change the Guaranteed Interest Rate for future Guarantee Periods of
various lengths. These changes will not affect the Guaranteed Interest Rates
being paid on Guarantee Periods that have already commenced. Each allocation or
transfer of an amount to a Guarantee Period commences the running of a new
Guarantee Period with respect to that amount, which will earn a Guaranteed
Interest Rate that will continue unchanged until the end of that period. The
Guaranteed Interest Rate will never be less than an effective annual rate of 3%.

8
<PAGE>
Fortis Benefits declares the Guaranteed Interest Rates from time to time as
market conditions dictate. Fortis Benefits advises a Participant of the
Guaranteed Interest Rate for a chosen Guarantee Period at the time a purchase
payment is received, a transfer is effectuated or a Guarantee Period is renewed.

THE FIXED ACCOUNT INVESTMENT OPTION IS NOT AVAILABLE FOR CERTIFICATES ISSUED IN
THE STATES OF PENNSYLVANIA AND NEVADA.

Information concerning the Guaranteed Interest Rates applicable to the various
Guarantee Periods at any time may be obtained from our Home Office or from your
sales representative.

MARKET VALUE ADJUSTMENT

Except as described below, if any Fixed Account Value is surrendered,
transferred or otherwise paid out before the end of the Guarantee Period in
which it is being held, a Market Value Adjustment will be applied. This
generally includes amounts applied to an annuity option and amounts paid as a
single sum in lieu of an annuity. However, NO Market Value Adjustment will be
applied to amounts that are paid out during the period beginning fifteen days
before and ending fifteen days after the end of a Guarantee Period in which it
was being held. Additionally, no Market Value Adjustment will be applied to
amounts that are withdrawn from a Guarantee Period and paid out to the
Participant, or transferred to the Variable Account, on an automatic periodic
basis under a formal Fortis Benefits program for the withdrawal or transfer of
the earnings of the Fixed Account. (There may be conditions and limitations
imposed by Fortis Benefits associated with such a program. See your Fortis
Benefits representative for the availability of any such program, and the
conditions and limitations of such a program, in your state.) Also, no Market
Value Adjustment will be applied to amounts that are paid out as a death benefit
pursuant to the Certificate or to amounts withdrawn or transferred from the
one-year Guarantee Period.

where,

- I is the Guaranteed Interest Rate being credited to the amount being
withdrawn from the existing Guarantee Period,

- N is the number of months remaining in the existing Guarantee Period
(rounded up to the next higher number of months).

Fortis Benefits expects that amounts allocated to the Fixed Account generally
will be invested in debt instruments that approximately match Fortis Benefits'
liabilities with regard to the Guarantee Periods. Fortis Benefits expects that
these will include primarily the following types of debt instruments: (1)
securities issued by the United States Government or its agencies or
instrumentalities, which securities may or may not be guaranteed by the United
States Government; (2) debt securities which have an investment grade, at the
time of purchase, within the four highest grades assigned by Moody's Investors
Services, Inc. ("Moody's") (Aaa, Aa, A or Baa), Standard & Poor's Corporation
("Standard & Poor's") (AAA, AA, A or BBB), or any other nationally recognized
rating service; (3) other debt instruments including, but not limited to, issues
of or guaranteed by banks or bank holding companies and corporations, which
obligations although not rated by Moody's or Standard & Poor's, are deemed by
Fortis Benefits to have an investment quality comparable to securities which may
be purchased as stated above; and (4) other evidences of indebtedness secured by
mortgages or deeds of trust representing liens upon real estate. Notwithstanding
the foregoing, Fortis Benefits is not obligated

9
<PAGE>
to invest amounts allocated to the Fixed Account according to any particular
strategy, except as may be required by applicable state insurance laws and
regulations. See "Regulation and Reserves."

ACCUMULATION PERIOD

There is no guaranteed minimum Variable Account Value. To the extent Certificate
Value is allocated to the Variable Account, you bear the entire investment risk.

The number of Accumulation Units in each Subaccount is equal to:

- Accumulation Units purchased at the time that any Net Purchase Payments or
transferred amounts are allocated to the Subaccount; less

- Accumulation Units redeemed to pay for the portion of any transfers from
or partial surrenders allocated to the Subaccount; less

- Accumulation Units redeemed to pay charges under the Contract.

DETERMINATION OF FIXED ACCOUNT VALUE. A Certificate's Fixed Account Value is
guaranteed by Fortis Benefits. Therefore, Fortis Benefits bears the investment
risk with respect to amounts allocated to the Fixed Account, except to the
extent that (a) Fortis Benefits may vary the Guaranteed Interest Rate for future
Guarantee Periods (subject to the 3% effective annual minimum) and (b) the
Market Value Adjustment imposes investment risks on the Participant.

- The amount of Net Purchase Payments or transferred amounts allocated to
the Guarantee Period; less

- The amount of any transfers or surrenders out of the Guarantee Period.

ALLOCATION OF PURCHASE PAYMENTS AND CERTIFICATE VALUE
ALLOCATION OF PURCHASE PAYMENTS. In the application for a Certificate, the
Participant can allocate Net Purchase Payments, or portions thereof, to the
available Subaccounts of the Variable Account or to the Guarantee Periods in the
Fixed Account, or a combination thereof. Percentages must be in whole numbers
and the total allocation must equal 100%. The percentage allocations for future
Net Purchase Payments may be changed, without charge, at any time by sending a
Written Request to Fortis Benefits' Home Office. Changes in the allocation of
future Net Purchase Payments will be effective on the date we receive the
Participant's Written Request.

10
<PAGE>

TRANSFERS. Transfers of Certificate Value from one available Subaccount to
another or into the Fixed Account, or from one Guarantee Period to another or to
the Subaccount, can be made by the Participant in Written Request to Fortis
Benefits' Home Office, or by telephone transfer as described below. There is
currently no charge for any transfer, although transfers from a Guarantee Period
other than the one year Guarantee Period that are (1) more than 15 days before
or after the expiration thereof, or (2) are not a part of a formal Fortis
Benefits program for the transfer of earnings of the Fixed Account may be
subject to a Market Value Adjustment. See "Market Value Adjustment." The minimum
transfer from a Subaccount or Guarantee Period is the lesser of $1,000 or all of
the Certificate Value in the Subaccount or Guarantee Period. Irrespective of the
above we may permit a continuing request for transfers of lesser specified
amounts automatically on a periodic basis. However, we reserve the right to
restrict the frequency of or otherwise condition, terminate or impose charges
(not to exceed $25 per transfer) upon transfers. We will count all transfers
between and among the Subaccounts of the Variable Account and the Fixed Account
as one transfer, if all the transfer requests are made at the same time as part
of one request. We will execute the transfers and determine all values in
connection with transfers as of the end of the Valuation Period in which we
receive the transfer request. The amount of any positive or negative Market
Value Adjustment, respectively, will be added to or deducted from the
transferred amount.

Certain restrictions on very substantial investments in any one Subaccount are
set forth under "Limitations on Allocations" in the Statement of Additional
Information.

TOTAL AND PARTIAL SURRENDERS

In order for a request to be processed, the Participant must specify from which
Subaccounts of the Variable Account or Guarantee Periods of the Fixed Account a
partial surrender should be made.

We will surrender Accumulation Units from the Variable Account and/ or dollar
amounts from the Fixed Account so that the total amount of the partial surrender
equals the dollar amount of the partial surrender request. The amount payable to
the Participant will be reduced by any applicable surrender charge.
Additionally, if the surrender is from a Guarantee Period other than the one
year Guarantee Period, the amount payable to the Contract Participant will be
reduced by any negative Market Value Adjustment, or increased by any positive
Market Value Adjustment unless the surrender is (1) within 15 days before or
after the expiration of a Guarantee Period, or (2) is a part of a formal Fortis
Benefits program for the withdrawal of earnings from the Fixed Account. The
partial surrender will be effective at the end of the Valuation Period in which
Fortis Benefits receives the Written Request for partial surrender at its Home
Office. Payments will generally be made within seven days of the effective date
of such request, although certain delays are permitted. See "Postponement of
Payment."

BENEFIT PAYABLE ON DEATH OF PARTICIPANT (OR ANNUITANT)

If the Participant dies prior to the Annuity Commencement Date, a death benefit
will be paid to the Beneficiary. If the Participant is a non-natural person, a
death benefit will be paid upon the death of the Annuitant prior to the Annuity
Commencement Date. In such case, if more than one Annuitant has been named, the
death benefit payable upon the death of an Annuitant will only be paid upon the
death of the last survivor of the persons so named.

The term "decedent" in the death benefit description below refers to the death
of the Participant unless the Participant is a non-natural person, in which case
it refers to the death of the Annuitant. Also, the death benefit description
refers to the age of the Participant. If the Participant is a non-natural
person, the relevant age will instead be that of the Annuitant.

Additionally, the death benefit description makes reference to "Pro Rata
Adjustments." A Pro Rata Adjustment is calculated separately for each
withdrawal, creating a decrease in the death benefit proportional to the
decrease the withdrawal makes in the Certificate Value. Pro Rata

11
<PAGE>

Adjustments are made for amounts withdrawn for partial surrenders and any
associated surrender charge (which shall be deemed to be an amount withdrawn),
but not for any Certificate fee-related surrenders.

The death benefit will equal the greatest of (1), (2), or (3):

(1) The Certificate Value as of the date used for valuing the death benefit.

(2) The highest Anniversary Value of each of the Certificate's anniversaries
prior to the earlier of: (1) the decedent's death, or (2) the Participant's
attainment of age 75.

An Anniversary Value is equal to:

(a) the Certificate Value on the anniversary, plus

(b) any Purchase Payments made since the anniversary, reduced by

The Pro Rata Adjustment for a given withdrawal is equal to:

(a) the withdrawn amount, divided by

(b) the Certificate Value immediately before the amount was withdrawn, the
result multiplied by

(i) the Certificate Value on the anniversary, plus

(ii) Purchase Payments made since the anniversary and before the
withdrawal, plus

(iii) Pro Rata Adjustments for withdrawals made since the anniversary
and before the given withdrawal.

(3) If the decedent dies prior to the date the Participant reaches age 75, the
amount of the death benefit is the lesser of (a) and (b), as follows:

(a) the sum of:

(i) the accumulation (without interest) of Net Purchase Payments,
reduced by Pro Rata Adjustments for any withdrawals; plus

(ii) An amount equal to interest on such net accumulation value, as it
is adjusted for each applicable Purchase Payment and Pro Rata
Adjustment, at an effective annual rate of 5.0%;

(b) 200% of (a)(i).

The resulting amount (the lesser of (a) and (b)) will be referred to as the
"Roll-up Amount."

If the decedent dies on or after the date the Participant reaches age 75, the
amount of the death benefit is equal to:

(a) The "Roll-up Amount" as of the date the Participant reached age 75; plus

(b) the accumulation (without interest) of Net Purchase Payments made on or
after the date the Participant reached age 75; reduced by

The Pro Rata Adjustment for a given withdrawal is equal to:

(a) the withdrawn amount; divided by

(b) the Certificate Value immediately before the amount was withdrawn; the
result multiplied by

(i) the Roll-up Amount prior to the withdrawal; plus

(ii) any Net Purchase Payments made on or after the date the Participant
reached age 75 and before the given withdrawal; reduced by

(iii) Pro Rata Adjustments for any withdrawals made on or after the date
the Participant reached age 75 and before the given withdrawal.

If the Participant dies before the Annuity Commencement Date with respect to a
Non-Qualified Certificate certain additional requirements are mandated by the
Internal Revenue Code, which are discussed below under "Federal Tax
Matters--Required Distributions for Non-Qualified Certificates." It is
imperative that Written Notice of the death of the Participant be promptly
transmitted to Fortis Benefits at its Home Office, so that arrangements can be
made for distribution of the entire interest in the Certificate to the
Beneficiary in a manner that satisfies the Internal Revenue Code requirements.
Failure to satisfy these requirements may result in the Certificate not being
treated as an annuity contract for federal income tax purposes, which could have
adverse tax consequences.

THE ANNUITY PERIOD

ANNUITY COMMENCEMENT DATE

The Participant may specify an Annuity Commencement Date in the application. The
Annuity Commencement Date marks the beginning of the period during which an
Annuitant or other payee designated by the Participant receives annuity payments
under the Certificate. The Annuity Commencement Date must be at least two years
after the Certificate Issue Date.

In order to advance or defer the Annuity Commencement Date, the Participant must
submit a Written Request. The request must be received at our Home Office at
least 30 days before the then-scheduled Annuity Commencement Date. The new
Annuity Commencement Date must also be at least 30 days after the Written
Request is received. There is no right to make any total or partial surrender
during the Annuity Period.

COMMENCEMENT OF ANNUITY PAYMENTS
If the Certificate Value at the end of the Valuation Period which contains the
Annuity Commencement Date is less than $1,000, we may

12
<PAGE>
pay the entire Certificate Value, without the imposition of any charges other
than the premium tax charge, if applicable, in a single sum payment to the
Annuitant or other payee chosen by the Participant and cancel the Certificate.

RELATIONSHIP BETWEEN SUBACCOUNT INVESTMENT PERFORMANCE AND AMOUNT OF VARIABLE
ANNUITY PAYMENTS

If a Subaccount on which a variable annuity payment is based has an average
effective net investment return higher than 3% per annum during the period
between two such annuity payments, the Annuity Unit Value will increase, and the
second payment will be higher than the first. Conversely, if the Subaccount's
average effective net investment return over the period between the annuity
payments is less than 4% per annum, the Annuity Unit Value will decrease, and
the second payment will be lower than the first. "Net investment return," for
this purpose, refers to the Subaccount's overall investment performance, net of
the mortality and expense risk and administrative expense charges, which are
assessed at a nominal aggregate annual rate of 1.35%. We guarantee that the
amount of each variable annuity payment after the first payment will not be
affected by variations in our mortality experience or our expenses.

The following options are available for fixed annuity payments and for variable
annuity payments.

We also have other annuity forms available and information about them can be
obtained from your sales representative or by calling or writing to our Home
Office.

CHARGES AND DEDUCTIONS

PREMIUM TAXES
The states of South Dakota and Wyoming impose a premium tax upon the receipt of
a purchase payment. In these states, and in any other

13
<PAGE>
state or jurisdiction where premium taxes or similar assessments are imposed
upon the receipt of purchase payments, Fortis Benefits will pay such taxes on
behalf of the Participant and then deduct a charge for these amounts from the
Certificate Value upon the surrender, death of annuitant or Participant, or
annuitization of the Certificate. In jurisdictions where premium taxes or
similar assessments are imposed at the time annuity payments begin, Fortis
Benefits will deduct a charge for such amounts from the Certificate Value at
that time. In such jurisdictions, the charge will be deducted on a pro-rata
basis from the then-current Fixed Account Value and, by redemption of
Accumulation Units, the then-current Variable Account Value in each Subaccount.
Similarly, Fortis Benefits may deduct premium taxes from Certificate Value when
no deduction was made from purchase payments, but is subsequently determined to
be due. Conversely, Fortis Benefits will credit to the Certificate Value the
amount of any deductions for premium taxes or similar assessments that are
subsequently determined not to be owed.

Applicable premium tax rates depend upon the Participant's then-current place of
residence. Applicable rates are subject to change by legislation, administrative
interpretations or judicial acts.

CHARGES AGAINST THE VARIABLE ACCOUNT

The expense risk assumed is that actual expenses incurred in connection with
issuing and administering the Certificate will exceed the limits on
administrative charges set in the Certificate.

The annual administrative charge and charges against the Variable Account
described above are for the purposes described and Fortis Benefits may receive a
profit as a result of these charges.

FREE SURRENDERS. The following amounts can be withdrawn from the Certificate
without a surrender charge:

- Any purchase payments received by us more than seven years prior to the
surrender date and that have not been previously surrendered;

- Any earnings that have not been previously surrendered;

- In any certificate year, up to 10% of the purchase payments received by us
less than seven years prior to the surrender date (whether or not the
purchase payments have been previously surrendered).

<TABLE>
<CAPTION>
NUMBER OF YEARS SURRENDER CHARGE
SINCE PURCHASE AS A PERCENTAGE OF
PAYMENT WAS CREDITED PURCHASE PAYMENT
- ------------------------------ ----------------------
<S> <C>
Less than 2 7%
At least 2 but less than 4 6%
At least 4 but less than 5 5%
At least 5 but less than 6 3%
At least 6 but less than 7 1%
7 or more 0%
</TABLE>

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<PAGE>
NURSING CARE/HOSPITALIZATION WAIVER OF SURRENDER CHARGES. Surrender charges will
not be assessed when a total or partial withdrawal is requested: (1) after a
covered person has been confined in a hospital or skilled health care facility
for at least 60 consecutive days and the covered person continues to be confined
in the hospital or skilled care facility when the request is made; or (2) within
60 days following a covered person's discharge from a hospital or skilled health
care facility after confinement of at least 60 consecutive days. Confinement
must begin after the effective date of this provision.

This nursing care/hospitalization waiver of surrender charges is provided by
means of a rider to the Certificate, which has not been approved in all states.
Individuals applying for a Certificate should check with their Fortis Benefits
representative to determine if this rider is available in their state.

DISABILITY WAIVER OF SURRENDER CHARGES

Surrender charges will not be assessed when a total or partial withdrawal is
requested where the Participant, or Annuitant if the Participant is a
non-natural person, becomes totally disabled after the issuance of the
Certificate. The surrender charge is waived only if it is associated with a
purchase payment being deemed to be withdrawn which was made prior to the
commencement of the total disability. In order for the waiver to apply, the
total disability must have begun before the disabled person attained age 64 and
been continuous for a period of twelve months or more.

Total disability, for the purpose of this waiver, means the inability to engage
in an occupation for compensation or profit. During the first twelve months of
disability, "occupation" means the inability to perform the substantial and
material duties of the person's regular occupation. After twelve months,
"occupation" means any job suited to the person's education, training, or
experience.

This benefit terminates on the 65th birthday of the Participant, or the
Annuitant if the Participant is a non-natural person.

This disability waiver of surrender charges is provided by means of a rider to
the Certificate, which has not been approved in all states. Individuals applying
for a Certificate should check with their Fortis Benefits representative to
determine if this rider is available in their state.

MISCELLANEOUS

Because the Variable Account invests in shares of the Portfolios, the net assets
of the Variable Account will reflect the investment advisory fees and certain
other expenses incurred by the Portfolios that are described in the prospectus
for the Portfolios.

GENERAL PROVISIONS

MISSTATEMENT OF AGE OR SEX AND OTHER ERRORS

If the age or sex of the Annuitant has been misstated, any amount payable will
be that which the purchase payments paid would have purchased at the correct age
and sex. If we have made any overpayments because of incorrect information about
age or sex, or any other miscalculation, Fortis Benefits will deduct the
overpayment from the next payment or payments due. We add underpayments to the
next payment. The amount of any adjustment will be credited or charged with
interest at the effective annual rate of 3% per year.

BENEFICIARY

Before the Annuity Commencement Date, the Participant may name or change a
beneficiary or a contingent beneficiary by sending a Written Request of the
change to Fortis Benefits. Under certain retirement programs, however, spousal
consent may be required to name or change a beneficiary, and the right to name a
beneficiary other than the spouse may be subject to applicable tax laws and
regulations. We are not responsible for the validity of any change. A change
will take effect as of the date it is signed but will not affect any payments we
make or action we take before receiving the Written Request. We also need the
consent of any irrevocably named person before making a requested change.

In the event of the death of a Participant, or the Annuitant, if the Participant
is a non-natural person, prior to the Annuity Commencement date the Beneficiary
will be determined as follows:

- If there is any surviving Participant, the surviving Participant will be
the Beneficiary (this overrides any other beneficiary designation).

15
<PAGE>
- If there is no surviving Participant, the Beneficiary will be the
beneficiary designated by the Participant.

- If there is no surviving Participant and no surviving beneficiary who has
been designated by the Participant, then the estate of the last surviving
Participant will be the Beneficiary.

REPORTS

We will mail to the Participant (or to the person receiving payments during the
annuity period), at the last known address of record, any reports and
communications required by any applicable law or regulation. You should
therefore give us prompt written notice of any address change. This will include
annual audited financial statements of the Portfolios, but not necessarily of
the Variable Account or Fortis Benefits.

RIGHTS RESERVED BY FORTIS BENEFITS

- To operate the Variable Account in any form permitted under the Investment
Company Act of 1940 or in any other form permitted by law.

- To transfer any assets in any Subaccount to another Subaccount, or to one
or more separate accounts, or to the Fixed Account; or to add, combine or
remove Subaccounts in the Variable Account.

- To substitute, for the Portfolio shares held in any Subaccount, the shares
of another Portfolio or the shares of another investment company or any
other investment permitted by law.

- To make any changes required by the Internal Revenue Code or by any other
applicable law in order to continue treatment of the Certificate as an
annuity.

- To change the time or time of day at which a Valuation Date is deemed to
have ended.

DISTRIBUTION

Fortis Benefits paid a total of $29,918,620, $30,567,607 and $xxxx to Fortis
Investors for annuity contract distribution services during 1995, 1996 and 1997,
respectively, $3,925,959 of which in 1995, $7,531,629 in 1996 and $xxxx in 1997
was not reallowed to other broker-dealers or exempt firms. In the distribution
agreement, Fortis Benefits has agreed to indemnify Fortis Investors (and its
agents, employees, and controlling persons) for certain damages and expenses,
including those arising under federal securities laws.

See Note 12 to the Notes to Fortis Benefits' Financial Statements as to amounts
it has paid to Fortis, Inc. for various services.

FEDERAL TAX MATTERS

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<PAGE>
annually on any increase in the Certificate Value. However, this exception does
not apply in all cases, and you may wish to discuss this with your tax adviser.

The following discussion applies generally to Certificates owned by natural
persons.

There is a 10% penalty under the Code on the taxable portion of a "premature
distribution." Generally, an amount is a "premature distribution" unless the
distribution is (1) made on or after the Participant or other payee reaches age
59 1/2, (2) made to a Beneficiary on or after death of the Participant, (3) made
upon the disability of the Participant or other payee, or (4) part of a series
of substantially equal annuity payments for the life or life expectancy of the
Participant or the Participant and Beneficiary. Premature distributions may
result, for example, from an early Annuity Commencement Date, an early
surrender, partial surrender or assignment of a Certificate or the early death
of an Annuitant who is not also the Participant or other person receiving
annuity payments under the Certificate.

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<PAGE>
WITHHOLDING
Annuity payments and other amounts received under Certificates are subject to
income tax withholding unless the recipient elects not to have taxes withheld.
The amounts withheld will vary among recipients depending on the tax status of
the individual and the type of payments from which taxes are withheld.

CERTAIN EXCHANGES
Section 1035 of the Code provides generally that no gain or loss will be
recognized under the exchange of a life insurance or annuity contract for an
annuity contract. Thus, a properly completed exchange from one of these types of
products into a Certificate pursuant to the special annuity contract exchange
form we provide for this purpose is not generally a taxable event under the
Code, and your investment in the Certificate will be the same as your investment
in the product you exchanged out of.

Because of the complexity of these and other tax aspects in connection with an
exchange, you should consult a tax adviser before making any exchange.

TAX LAW RESTRICTIONS AFFECTING SECTION 403(B) PLANS
Section 403(b)(12) of the Internal Revenue Code restricts the distribution under
Section 403(b) annuity contracts of:

(1) elective contributions made for years beginning after December 31, 1988;

(2) earnings on those contributions; and

(3) earnings on amounts held as of December 31, 1988.

FURTHER INFORMATION ABOUT FORTIS BENEFITS

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<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

1997 COMPARED TO 1996 (TO BE FILED)

1996 COMPARED TO 1995

The accident and health claims to premium ratio improved from 1995 to 1996 due
primarily to the improved claim closure rates in the group disability lines.

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<PAGE>
EMPLOYEES AND FACILITIES
Fortis Benefits has approximately 2,000 employees and considers its employee
relations to be excellent; Fortis Benefits owns its Home Office building,
consisting of 295,000 square feet in Woodbury, Minnesota. It also has
administrative offices in Kansas City, Missouri. Fortis Benefits leases a
portion of that building consisting of 297,000 square feet. In addition Fortis
Benefits has several regional claims and sales offices throughout the United
States. Fortis Benefits occupies approximately 100% of its home office and 70%
of its administration building, which it expects will be adequate for its
purposes for the foreseeable future.

DIRECTORS AND EXECUTIVE OFFICERS

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<PAGE>
EXECUTIVE COMPENSATION
Set forth below is certain information concerning the compensation of the
executive officers of Fortis Benefits.

- --------------------------------------------------------------------------------

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
--------------------------------------- ----------------------------------
OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION LTIP PAYOUTS COMPENSATION (1)
- ------------------------------------------- --------- --------- --------- ----------------- ----------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Robert B. Pollock 1997 $ $ $ $ $
President and Chief Executive Officer 1996 215,000 69,660 0 0 15,318
1995 215,000 84,000 0 0 14,851
- -----------------------------------------------------------------------------------------------------------------------------------
Jon H. Nicholson 1997 160,615 45,760 0 0 12,173
Sr. Vice President-- 1996 137,230 21,360 0 0 9,515
Custom Solutions Group 1995
- -----------------------------------------------------------------------------------------------------------------------------------
Anthony J. Rotondi 1997 182,029 40,755 0 0 9,000
Sr. Vice President-- 1996 156,750 54,375 0 0 12,667
Manufacturing and Information Technology 1995
- -----------------------------------------------------------------------------------------------------------------------------------
William D. Greiter 1997 178,500 48,195 0 0 12,829
Senior Vice President 1996 170,000 38,808 0 0 12,528
1995
- -----------------------------------------------------------------------------------------------------------------------------------
Michael John Peninger 1997 165,000 51,975 0 0 13,018
Senior Vice President and 1996 165,000 39,150 0 0 12,249
Chief Financial Officer 1995
</TABLE>

- ------------------------
1 This column includes contributions made by Fortis Benefits for the year for
the benefit for the named individual to a defined contribution retirement
plan.

LONG-TERM INCENTIVE PLAN AWARDS TABLE
(LONG-TERM INCENTIVE PLAN(1) AWARDS IN LAST FISCAL YEAR)

21
<PAGE>
The following table illustrates the COMBINED estimated life annuity benefit
payable from the Employees' Uniform Retirement Plan and Executive Retirement
Plan to employees with the specified Final Average Salary and years of service
upon retirement.

PENSION PLAN TABLE*

- ------------------------

OWNERSHIP OF SECURITIES

VOTING PRIVILEGES

In accordance with its view of current applicable law, Fortis Benefits will vote
shares of each of the Portfolios which are attributable to a Certificate at
regular and special meetings of the shareholders of a Portfolio in proportion to
instructions received from the persons having the voting interest in the
Certificate as of the record date for the corresponding Portfolio shareholders
meeting. Participants have the voting interest during the Accumulation Period,
persons receiving annuity payments during the Annuity Period, and Beneficiaries
after the death of the Annuitant or Participant. However, if the Investment
Company Act of 1940 or any rules thereunder should be amended or if the present
interpretation thereof should change, and as a result Fortis Benefits determines
that it is permitted to vote shares of the Portfolios in its own right, it may
elect to do so.

During the Accumulation Period, the number of shares of a Portfolio attributable
to a Certificate is determined by dividing the amount of Certificate Value in
the corresponding Subaccount pursuant to the Certificate as of the record date
for the shareholders meeting by the net asset value of one Portfolio share as of
that date. During the Annuity Period, or after the death of the Annuitant or
Participant, the number of Portfolio shares deemed attributable to the
Certificate will be computed in a comparable manner, based on the liability for
future variable annuity payments allocable to that Subaccount under the
Certificate as of the record date. Such liability for future payments will be
calculated on the basis of the mortality assumptions and the assumed interest
rate used in determining the number of Annuity Units credited to the Certificate
and the applicable Annuity Unit value on the record date. During the Annuity
Period, the number of votes attributable to a Certificate will generally
decrease since funds set aside to make the annuity payments will decrease.

Each person having a voting interest in a Subaccount of the Separate Account
will receive proxy material, reports and other materials relating to the
appropriate Portfolio. Pursuant to the procedures described above, these persons
may give instructions regarding the election of the Board of Directors of a
Portfolio, ratification of the selection of its independent auditors, the
approval of the investment managers of a Portfolio, changes in fundamental
investment policies of a Portfolio and all other matters that are put to a vote
of Portfolio shareholders.

LEGAL MATTERS

OTHER INFORMATION

22
<PAGE>
A Statement of Additional Information is available upon request. Its contents
are as follows:

CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION

FORTIS BENEFITS FINANCIAL STATEMENTS

23
<PAGE>
APPENDIX A--SAMPLE MARKET VALUE ADJUSTMENT CALCULATIONS
The formula which will be used to determine the Market Value Adjustment is:

Sample Calculation 1: Positive Adjustment

Amount transferred or withdrawn (adjusted for Market Value
Adjustment): $10,234.73

Sample Calculation 2: Negative Adjustment

<TABLE>
<S> <C>
Amount withdrawn or transferred $10,000
Existing Guarantee Period 7 years
Time of withdrawal or transfer beginning of 3rd year of Existing
Guarantee Period
Guaranteed Interest Rate (I) 8%*
Guaranteed Interest Rate for
new 5-year guarantee (J) 9%*
Remaining Guarantee Period (N) 60 months
Market Value Adjustment:
</TABLE>

Amount transferred or withdrawn (adjusted for Market Value
Adjustment): $9,333.58

Sample Calculation 3: Negative Adjustment

Amount transferred or withdrawn (adjusted for Market Value
Adjustment): $9,885.06
- ------------------------
* Assumed for illustrative purposes only.

A-1
<PAGE>

APPENDIX B--SAMPLE DEATH BENEFIT CALCULATIONS

DATE OF DEATH IS THE 3RD CONTRACT ANNIVERSARY

<TABLE>
<CAPTION>
EXAMPLE 1 EXAMPLE 2 EXAMPLE 3
--------- --------- ---------
<S> <C> <C> <C> <C>
a. Purchase Payments Made Prior to Death, accumulated at 5%.... $ 32,000 $ 32,000 $ 32,000
b. Contract Value on Date of Death............................. $ 20,000 $ 36,000 $ 25,000
c. 1 Year Ratchet Option Value................................. $ 35,000 $ 36,000 $ 31,000
Death Benefit is larger of a, b, and c........................... $ 35,000 $ 36,000 $ 32,000
</TABLE>

DATE OF DEATH IS THE 5TH CONTRACT ANNIVERSARY

<TABLE>
<CAPTION>
EXAMPLE 1 EXAMPLE 2 EXAMPLE 3
--------- --------- ---------
<S> <C> <C> <C> <C>
a. Purchase Payments Made Prior to Death, accumulated at 5%.... $ 34,000 $ 34,000 $ 34,000
b. Contract Value on Date of Death............................. $ 38,000 $ 38,000 $ 28,000
c. 1 Year Ratchet Option Value................................. $ 38,000 $ 40,000 $ 33,000
Death Benefit is larger of a, b, and c........................... $ 38,000 $ 40,000 $ 34,000
</TABLE>

DATE OF DEATH IS THE 10TH CONTRACT ANNIVERSARY

<TABLE>
<CAPTION>
EXAMPLE 1 EXAMPLE 2 EXAMPLE 3
--------- --------- ---------
<S> <C> <C> <C> <C>
a. Purchase Payments Made Prior to Death, accumulated at 5%.... $ 36,000 $ 36,000 $ 36,000
b. Contract Value on Date of Death............................. $ 39,000 $ 34,000 $ 31,000
c. 1 Year Ratchet Option Value................................. $ 39,000 $ 37,000 $ 32,000
Death Benefit is larger of a, b, and c........................... $ 39,000 $ 37,000 $ 36,000
</TABLE>

B-1
<PAGE>
APPENDIX C--EXPLANATION OF EXPENSE CALCULATIONS

The expense for a given year is calculated by multiplying the projected
beginning of the year policy value by the total expense rate. The total expense
rate is the sum of the variable account expense rate plus the total Portfolio
expense rate plus the annual administrative charge rate.

The policy values are projected by assuming a single payment of $1,000 grows at
an annual rate equal to 5% reduced by the total expense rate described above.

For example, the 3 year expense for the Growth Stock Series is calculated as
follows:

Year 1 Beginning Policy Value = $1000.00
Year 1 Expense = 1000.00 X = $

Year 2 Beginning Policy Value = $1029.80
Year 2 Expense = X = $

Year 3 Beginning Policy Value = $
Year 3 Expense = X = $

So the cumulative expenses for years 1-3 for the Growth Stock Series are equal
to $ + $ + $ = $

If the contract is surrendered, the surrender charge is the surrender charge
percentage times the purchase payment minus the 10% free withdrawal amount:

<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Surrender Charge Percentage X (Initial Premium - 10% Free Withdrawal) = Surrender Charge
0.05 X ( $1000.00 - $100.00 ) = $45.00
</TABLE>

So the total expense if surrendered is $ + $ = $

C-1
<PAGE>

<TABLE>
<S> <C>
BULK RATE
U.S. POSTAGE
</TABLE>

FORTIS-R-
<TABLE>
<S> <C>
PAID
PERMIT NO. 3794
</TABLE>

FORTIS FINANCIAL GROUP
<TABLE>
<S> <C>
MINNEAPOLIS, MN
</TABLE>
P.O. BOX 64284
ST. PAUL, MN 55164

PROSPECTUS

MAY 1, 1998

FORTIS
SERIES FUND, INC.

FORTIS MASTERS+

VARIABLE ANNUITY
<PAGE>
CERTIFICATES UNDER
FLEXIBLE PREMIUM DEFERRED
COMBINATION VARIABLE AND FIXED ANNUITY CONTRACTS
(MASTERS AND MASTERS +)

Issued by

FORTIS BENEFITS INSURANCE COMPANY

STATEMENT OF ADDITIONAL INFORMATION

MAY 1, 1998

This Statement of Additional Information is not a Prospectus. It is intended
that this Statement of Additional Information be read in conjunction with the
Prospectus for certificates under flexible premium deferred combination variable
and fixed annuity contracts ("Certificates"), dated May 1, 1998. A copy of the
Prospectus may be obtained without charge from Fortis Investors, Inc.
1-800-800-2000, mailing address: P.O. Box 64272, St. Paul, MN 55164. You have
the option of receiving benefits under a Certificate through Fortis Benefits'
Variable Account D or through Fortis Benefits' Fixed Account.

TABLE OF CONTENTS

Fortis Benefits and the Variable Account . . . . . . . . . . . . . . . . . . 2
Calculation of Annuity Payments. . . . . . . . . . . . . . . . . . . . . . . 2
Postponement of Payments . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
- Safekeeping of Variable Account Assets . . . . . . . . . . . . . . . . . 4
- Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
- Principal Underwriter . . . . . . . . . . . . . . . . . . . . . . . . . 4
Limitation on Allocations. . . . . . . . . . . . . . . . . . . . . . . . . . 4
Change of Investment Adviser or Investment Policy. . . . . . . . . . . . . . 4
Taxation Under Certain Retirement Plans. . . . . . . . . . . . . . . . . . . 4
Withholding. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Variable Account Financial Statements. . . . . . . . . . . . . . . . . . . . 9
Appendix A -- Performance Information. . . . . . . . . . . . . . . . . . . A-1

In order to supplement the description in the Prospectus, the following provides
additional information about the Certificates and other matters which may be of
interest to you. Terms used in this Statement of Additional Information have
the same meanings as are defined in the Prospectus under the heading "Special
Terms Used in This Prospectus."

<PAGE>

FORTIS BENEFITS AND THE VARIABLE ACCOUNT

Fortis Benefits Insurance Company, the issuer of the Certificates, is a
Minnesota corporation qualified to sell life insurance and annuity contracts in
the District of Columbia and in all states except New York. Fortis Benefits is
a wholly-owned subsidiary of Fortis Insurance, Inc., a stock company organized
under the laws of Wisconsin, which itself is a wholly-owned subsidiary of
Fortis, Inc. Fortis, Inc. is a corporation based in New York, which manages
the United States operations of Fortis AMEV and Fortis AG.

Fortis AMEV has been in business since 1847 and is a publicly-traded,
multi-national insurance, real estate, and financial services group
headquartered in The Netherlands. It is one of the largest holding companies in
Europe, with subsidiary companies in twelve countries on four continents.
Fortis AMEV is the third largest insurance company in the Netherlands.

Fortis AG is a multi-national insurance, real estate and financial services firm
that has been in business since 1824. It has subsidiary companies in eight
countries. Fortis AG is one of the largest life insurance companies in Belgium.
Fortis AMEV and Fortis AG have combined assets of approximately $XXX billion.

The assets allocated to the Variable Account are the exclusive property of
Fortis Benefits. Registration of the Variable Account under the Investment
Company Act of 1940 does not involve supervision of the management or investment
practices or policies of the Variable Account or of Fortis Benefits by the
Securities and Exchange Commission. Fortis Benefits may accumulate in the
Variable Account proceeds from charges under the Contracts and other amounts in
excess of the Variable Account assets representing reserves and liabilities
under Certificates and other variable annuity contracts issued by Fortis
Benefits. Fortis Benefits may from time to time transfer to its General Account
any of such excess amounts.

Best's Insurance Reports has assigned Fortis Benefits a rating of A (Excellent)
for financial position and operating performance. Fortis Benefits has a rating
of AA from Standard & Poor's. As defined by Standard & Poor's, insurers rated AA
offer "excellent financial security." These ratings represent such rating
agencies' independent opinion of Fortis Benefits' financial strength and ability
to meet policy holder obligations, but have no relevance to the performance and
quality of the assets in Subaccounts of the Variable Account.

CALCULATION OF ANNUITY PAYMENTS

FIXED ANNUITY OPTION

The amount of each annuity payment under a Fixed Annuity Option is fixed and
guaranteed by Fortis Benefits. Monthly fixed annuity payments will start as of
the end of the Valuation Period that contains the Annuity Commencement Date. At
that time, the Certificate Value , after any Market Value Adjustment, is
computed and that portion of the Certificate Value which will be applied to the
Fixed Annuity Option selected is determined. The amount of the first monthly
payment under the Fixed Annuity Option selected will be at least as large as
would result from using the annuity tables contained in the Certificate to apply
such amount of Certificate Value to the annuity form selected. The dollar
amounts of any fixed annuity payments after the first are specified during the
entire period of annuity payments according to the provisions of the annuity
form selected.

VARIABLE ANNUITY OPTION

ANNUITY UNITS. To the extent a Variable Annuity Option has been selected, we
convert the Accumulation Units for each Subaccount of the Variable Account into
Annuity Units for each Subaccount at their values determined as of the end of
the Valuation Period which contains the Annuity Commencement Date. As of such
time, any Fixed Account Value to be applied to a Variable Annuity Option is
also converted, after any Market Value Adjustment, to Annuity Units in the
Subaccounts selected based on the then-current Annuity Unit value. The initial
number of Annuity Units in each Subaccount is determined by dividing the amount
of the initial monthly variable annuity payment (see "Variable Annuity Option --
Variable Annuity Payments," below) allocable to that Subaccount by the value of
one Annuity Unit

2
<PAGE>

in that Subaccount as of the time of the conversion. The number of Annuity
Units for each Subaccount will remain constant, as long as an annuity remains in
force and the allocation among the Subaccounts has not changed.

The value of each Subaccount's Annuity Units will vary to reflect the investment
experience of the Subaccount as well as charges deducted from the Subaccount.
The value of each Subaccount's Annuity Units is equal to the prior value of the
Subaccount's Annuity Units multiplied by the net investment factor for that
Subaccount (discussed in the Prospectus under "Certificate Value") for the
Valuation Period ending on that Valuation Date, with an offset for the 4%
assumed interest rate used in the annuity tables of the Certificate.

VARIABLE ANNUITY PAYMENTS. Variable annuity payments start at the end of the
Valuation Period that contains the Annuity Commencement Date, and will vary in
amount as the related Annuity Unit values vary. The amount of the first monthly
payment is shown on the annuity tables contained in the Certificate for each
$1,000 of Certificate Value applied to the Variable Annuity Option selected as
of the end of such Valuation Period. The first variable annuity payment is, in
effect, allocated among the Subaccounts in the same proportion as the
Certificate Value is allocated among the Subaccounts upon commencement of
annuity payments.

Payments after the first will vary in amount and are determined on the first
Valuation Date of each subsequent monthly period. If the monthly payment under
the annuity form selected is based on the value of Annuity Units of a single
Subaccount, the monthly payment is found by multiplying the number of the
Certificate's Annuity Units for the Subaccount by the Annuity Unit value of such
Subaccount as of the first Valuation Date in each monthly period following the
Annuity Commencement Date. If the monthly payment under the Variable Annuity
Option selected is based upon the value of Annuity Units in more than one
Subaccount, this is repeated for each applicable Subaccount. The sum of these
payments is the variable annuity payment.

GENDER OF ANNUITANT

The amount of each annuity payment ordinarily will be higher for a male
Annuitant than for a female Annuitant with an otherwise identical Certificate.
This is because, statistically, females tend to have longer life expectancies
than males. However, there will be no differences between male and female
Annuitants in any jurisdiction, including Montana, where such differences are
not permitted. We will also make available Certificates with no such
differences in connection with certain employer-sponsored benefit plans.
Employers should be aware that, under most such plans, Certificates that make
distinctions based on gender are prohibited by law.

POSTPONEMENT OF PAYMENTS

With respect to amounts in the Subaccounts of the Variable Account, payment of
any amount due upon a total or partial surrender, death or under an annuity
option will ordinarily be made within seven days after all documents required
for such payment are received by Fortis Benefits at its Home Office. However,
Fortis Benefits may defer the determination, application or payment of any death
benefit, transfer, partial or total surrender or annuity payment, to the extent
dependent on Accumulation or Annuity Unit Values, for any period during which
the New York Stock Exchange is closed (other than customary weekend and holiday
closings) or trading on the New York Stock Exchange is restricted as determined
by the Securities and Exchange Commission, for any period during which any
emergency exists as a result of which it is not reasonably practicable for
Fortis Benefits to determine the investment experience for the Certificate, or
for such other periods as the Securities and Exchange Commission may by order
permit for the protection of investors.

SERVICES

SAFEKEEPING OF VARIABLE ACCOUNT ASSETS

Title to the assets of the Variable Account is held by Fortis Benefits. The
assets of the Variable Account are kept segregated and held separate and apart
from Fortis Benefits' other assets. Fortis Advisers, Inc., an affiliate of
Fortis

<PAGE>

Benefits, maintains records of all purchases and redemptions of shares of Fortis
Series Fund, Inc. held by each of the Subaccounts of the Variable Account.

EXPERTS

The financial statements of Fortis Benefits Insurance Company appearing in the
Prospectus and those of Fortis Benefits Insurance Company Variable Account D,
appearing in this Statement of Additional Information and Registration
Statement, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon also appearing in the Prospectus or this Statement
of Additional Information, respectively, and are included in reliance upon such
reports given upon the authority of such firm as experts in accounting and
auditing.

PRINCIPAL UNDERWRITER

Fortis Investors, Inc. ("Fortis Investors"), the principal underwriter of the
Certificates, is a Minnesota corporation and a member of the Securities
Investors Protection Corporation. The offering of the Certificates is
continuous, and Fortis Investors does not anticipate discontinuing the offering
of the Certificates, although it reserves the right to do so. Certificates
generally will be issued for Participants from ages zero to ninety in all states
except New York.

LIMITATIONS ON ALLOCATIONS

Under the Certificate, Fortis Benefits reserves the right to control the amount
of any assets in any investment alternative. Pursuant to this authority, Fortis
Benefits has established the following administrative procedures for the
protection of the interests of all investors participating in Fortis Series'
Portfolios: a Participant may not invest, allocate, transfer or exchange
Certificate Value into any Subaccount if the value allocated to the Subaccount
under the Certificate (and under any other insurance or annuity contracts
directly or indirectly controlled by the same person, jointly or individually)
would immediately thereafter equal 25% or more of the related Fortis Series
Portfolio's net assets. Fortis Benefits reserves the right to modify these
procedures at any time.

TAXATION UNDER CERTAIN RETIREMENT PLANS

Federal income tax information concerning the purchase of Certificates for
specific types of retirement plans is set forth below. You should also refer to
"Federal Tax Matters" in the Prospectus. The tax information provided is not
comprehensive, and you should consult a qualified tax adviser before taking any
action in connection with a retirement plan.

SECTION 403(b) ANNUITIES FOR EMPLOYEES OF CERTAIN TAX-EXEMPT ORGANIZATIONS
OR PUBLIC EDUCATIONAL INSTITUTIONS

PURCHASE PAYMENTS. Under Section 403(b) of the Internal Revenue Code ("Code"),
payments made by certain employers (i.e., tax-exempt organizations meeting the
requirements of Section 501(c)(3) of the Code, or public educational
institutions) to purchase Certificates for their employees are excludible from
the gross income of employees to the extent that such aggregate purchase
payments do not exceed certain limitations prescribed by the Code. This is the
case whether the purchase payments are a result of voluntary salary reduction
amounts or employer contributions. Salary reduction payments are, however,
subject to FICA (social security) taxes.

TAXATION OF DISTRIBUTIONS. Distributions from a Section 403(b) tax-deferred
annuity are taxed as ordinary income to the recipient as described under
"Federal Tax Matters" in the Prospectus. Taxable distributions received before
the employee attains age 59 1/2 generally are subject to a 10% penalty tax in
addition to regular income tax. Certain distributions are excepted from this
penalty tax, including distributions following the employee's death, disability,
separation from service after age 55, separation from service at any age if the
distribution is in the form of an annuity for the life (or life expectancy) of
the employee (or the employee and Beneficiary) and distributions not in excess
of deductible medical expenses. In addition, no distributions of voluntary
salary reduction amounts will be permitted prior to one of the following events:
attainment of age 59 1/2 by the employee or the employee's separation from
service, death,

4
<PAGE>

disability or hardship. (Hardship distributions will be limited to the lesser
of the amount of the hardship or the amount of salary reduction contributions,
exclusive of earnings thereon.)

REQUIRED DISTRIBUTIONS. Generally, distributions from Section 403(b) annuities
must commence not later than April 1 of the calendar year following the calendar
year in which the employee attains age 70 1/2, and such distributions must be
made over a period that does not exceed the life expectancy of the employee (or
the employee and Beneficiary). A penalty tax of 50% would be imposed on any
amount by which the minimum required distribution in any year exceeded the
amount actually distributed in that year. In addition, in the event that the
employee dies before his or her entire interest in the Certificate has been
distributed, the employee's entire interest must be distributed in accordance
with rules similar to those applicable upon the death of the Participant or
Payee in the case of a Non-Qualified Certificate, as described in the
Prospectus. Certain of these and other provisions are incorporated in a special
endorsement attached to Certificates that are intended to qualify under Section
403(b), and reference should be made to that endorsement for its complete terms.

TAX-FREE EXCHANGES AND ROLLOVERS. The Code provides for the tax-free transfer
of one Section 403(b) annuity for another Section 403(b) annuity, and the IRS
has ruled (Revenue Ruling 90-24) that amounts transferred may qualify as
tax-free transfers under certain circumstances. In addition, Section 403(b)(8)
of the code permits tax-free rollovers from Section 403(b) programs to
individual retirement annuities or other Section 403(b) programs under certain
circumstances.

SECTION 401 QUALIFIED PENSION, PROFIT-SHARING OR ANNUITY PLANS

PURCHASE PAYMENTS. Subject to certain limitations prescribed by the Code,
purchase payments made by an employer (or a self-employed individual) under a
pension, profit-sharing or annuity plan qualified under Section 401 or Section
403(a) of the Code are generally deductible by the employer and excluded from
the taxable income of the employee for federal income tax purposes, whether made
under a salary reduction agreement or directly by employer contributions.
Salary reduction payments are, however, subject to FICA (social security) taxes.
Purchase payments made directly by an employee generally are made on an
after-tax basis.

TAXATION OF DISTRIBUTIONS. Distributions from Certificates purchased under
these qualified plans are taxable as ordinary income, except to the extent
allocable to an employee's after-tax contributions, as described under "Federal
Tax Matters -- Qualified Plans," in the Prospectus. However, if an employee or
other payee receives a "lump sum" distribution, as defined in the Code, from an
exempt employees' trust, the taxable portion of the distribution may be subject
to special tax treatment. For most individuals receiving lump sum distributions
after attaining age 59 1/2, the rate of tax may be determined under a special
5-year income averaging provision. Those who attained age 50 by January 1, 1986
may instead elect to use a 10-year income averaging provision based on the
income tax rates in effect for 1986. Taxable distributions received prior to
attainment of age 59 1/2 under a Certificate purchased under a qualified plan
are subject to the same 10% penalty tax (and the same exceptions) as described
above with respect to Section 403(b) annuities.

REQUIRED DISTRIBUTIONS. The minimum distribution requirements for these
qualified plans are generally the same as described above with respect to
Section 403(b) annuities.

TAX-FREE ROLLOVERS. If, within 60 days of receipt, an employee who receives a
single sum distribution transfers all of the taxable amount received to another
plan qualified under Section 401 or 403(a), or to an individual retirement
account or annuity as provided for under the Code, the transferred amount will
not be taxed in the year of distribution. Certain "partial" distributions may
also qualify for tax-free rollover treatment, but only if transferred to an
individual retirement account or annuity. However, income tax may be withheld
from the distribution unless the distribution is transferred directly from the
qualified plan to the individual retirement account or individual retirement
annuity.

INDIVIDUAL RETIREMENT ANNUITIES

PURCHASE PAYMENTS. Individuals may make contributions for individual retirement
annuity ("IRA") Contracts. Deductible contributions for any year may be made up
to the lesser of $2,000 or 100% of compensation for individuals

5
<PAGE>

who (1) are not (and whose spouses are not) active participants in another
retirement plan, (2) are unmarried and have adjusted gross income of $25,000 or
less, or (3) are married and have adjusted gross income of $40,000 or less. An
individual may also establish an IRA for his or her spouse if they file a joint
return for the taxable year and his or her spouse earns less than the individual
does for that year. The annual purchase payments for both spouses' Contracts
cannot exceed the lesser of $4,000 or 100% of the couple's combined earned
income, and no more than $2,000 may be contributed to either spouse's IRA for
any year. Individuals who are active participants in other retirement plans and
whose adjusted gross income (with certain special adjustment) exceed the cut-off
point ($25,000 for unmarried, $40,000 for married persons filing jointly, and $0
for married persons filing a separate return) by less than $10,000 are entitled
to make deductible IRA contributions in proportionately reduced amounts. For
example, a married individual who is an active participant in another retirement
plan and files a separate tax return is entitled to a partial IRA deduction if
the individual's adjusted gross income is less than $10,000 and no IRA deduction
if his or her adjusted gross income is equal to or greater than $10,000.

An individual may make non-deductible IRA contributions to the extent of (1) the
lesser of $2,000 ($4,000 in the case of a spousal IRA) or 100% of compensation
over (2) the IRA deductible contribution made with respect to the individual.

An individual may not make any contributions to his/her own IRA for the year in
which he/she reaches age 70 1/2 or for any year thereafter. Contributions to a
spouse's IRA may not be made for any year in which that spouse reaches age
70 1/2 or for any year thereafter.

TAXATION OF DISTRIBUTIONS. Distributions from IRA Contracts are taxed as
ordinary income to the recipient, although special rules exist for the tax-free
return of non-deductible contributions. In addition, taxable distributions
received under an IRA Contract prior to age 59 1/2 are subject to a 10% penalty
tax in addition to regular income tax. Certain distributions are exempted from
this penalty tax including distributions following the owner's death or
disability or distribution in the form of an annuity for the life (or life
expectancy) of the owner (or the owner and beneficiary), or distributions not in
excess of deductible medical expenses or certain distributions to pay health
insurance premiums after an extended period of unemployment.

REQUIRED DISTRIBUTIONS. The minimum distribution requirements for IRAs are
generally the same as described above with respect to Section 403(b) annuities.
Certain of these and other provisions are incorporated in a special endorsement
attached to IRA Certificates, and reference should be made to that endorsement
for its complete terms.

TAX-FREE ROLLOVERS. The Code permits funds to be transferred in a tax-free
rollover from a qualified employer pension, profit-sharing, annuity, bond
purchase or tax-deferred annuity plan to an IRA Certificate if certain
conditions are met, and if the rollover of assets is completed within 60 days
after the distribution from the qualified plan is received. In addition, not
more frequently than once every twelve months, amounts may be rolled over
tax-free from one IRA to another, subject to the 60-day limitation and other
requirements. The once-per-year limitation on rollovers does not apply to
direct transfers of funds between IRA custodians or trustees.

SIMPLIFIED EMPLOYEE PENSION PLANS

PURCHASE PAYMENTS. Under Section 408(k) of the Code, employers may establish a
type of IRA plan referred to as a simplified employee pension plan (SEP).
Employer contributions to a SEP cannot exceed the lesser of $24,000 or 15% of
the employee's earned income. Employees of certain small employers may have
contributions made to a special kind of SEP (SARSEP) on their behalf on a salary
reduction basis if the SARSEP plan was in effect on December 31, 1996. These
salary reduction contributions may not exceed $9,500 in 1997, which is indexed
for inflation. Employees of tax-exempt organizations and state or local
government agencies have never been eligible for the salary reduction type of
SEP.

TAXATION OF DISTRIBUTIONS. Generally, distribution payments from SEPs are
subject to the same distribution rules described above for IRAs.

6
<PAGE>

REQUIRED DISTRIBUTIONS. SEP distributions are subject to the same minimum
required distribution rules described above for IRAs.

TAX-FREE ROLLOVERS. Generally, rollovers and direct transfers may be made to
and from SEPs in the same manner as described above for IRAs, subject to the
same conditions and limitations. Rollovers to other IRAs, excluding SIMPLE IRAs
are also possible. Special rules apply if the rollover is from a SARSEP IRA.

SECTION 408(p) SIMPLE IRA PLANS

PURCHASE PAYMENTS: Under Section 408(p) of the Code, small employers may
establish a type of IRA plan referred to as a Savings Incentive Match Plan for
Employees (SIMPLE Plan). An employee may contribute annually through his or her
employer a pre-tax salary reduction contribution not to exceed the lesser of
$6,000 or 100% of compensation. The employer must annually either (1) match the
employee contribution dollar for dollar up to 3% of pay, or (2) make a 2% of pay
contribution for each eligible employee regardless of whether the employee makes
any salary reduction contribution. In two out of every five years, the employer
has the option to reduce the matching contribution as low as 1% of pay but
advance notice must be provided to employees.

TAXATION OF DISTRIBUTIONS: Generally, distributions from SIMPLE IRA Plans are
subject to the same distribution rules described above for IRAs. However, if an
individual withdraws any amount from his SIMPLE IRA Plan within the first two
years of his or her commencement of participation in the employer's SIMPLE IRA
Plan, the 10% penalty tax for premature distribution, if such tax applies, will
be increased to 25%.

REQUIRED DISTRIBUTIONS: SIMPLE distributions are subject to the same minimum
distribution rules described above for IRAs.

TAX-FREE ROLLOVERS: Generally, rollovers and direct transfers may be made to
and from SIMPLE IRAs in the same manner as described above for IRAs, subject to
the same conditions and limitations. Rollovers or transfers to other IRAs, other
than SIMPLE IRAs, are also possible but only after the second anniversary of
commencement of participation in the employer's SIMPLE IRA Plan.

SECTION 457 UNFUNDED DEFERRED COMPENSATION PLANS OF PUBLIC EMPLOYERS
AND TAX-EXEMPT ORGANIZATIONS

PURCHASE PAYMENTS. Under Section 457 of the Code, all individuals who perform
services for a state or local government or governmental agency may participate
in a deferred compensation program. Other tax-exempt employers may establish
unfunded deferred compensation plans under Section 457 for employees and/or
independent contractors.

Though not actually a qualified plan as that term is normally used, this type of
program allows individuals to defer the receipt of compensation that otherwise
would be currently payable and therefore to defer the payment of federal income
taxes on such amounts. Assuming that the program meets the requirements to be
considered an eligible deferred compensation plan (an "EDCP"), an individual may
contribute (and thereby defer from current income for tax purposes) the lesser
of $7,500 or 33-1/3% of the individual's includible compensation. (Includible
compensation means compensation from the employer which would be currently
includible in gross income for federal tax purposes.) In addition, during the
last three years before an individual attains normal retirement age, additional
"catch-up" deferrals are permitted.

The amounts which are deferred may be used by the employer to purchase the
Certificates offered by this Prospectus. The Certificate is owned by the
employer and is subject to the claims of the employer's creditors. The employee
has no rights or interest in the Certificate and is entitled only to payment in
accordance with the EDCP provisions.

TAXATION OF DISTRIBUTIONS. Amounts received by an individual from an EDCP are
includible in gross income for the taxable year in which such amounts are paid
or otherwise made available.

7
<PAGE>

DISTRIBUTIONS BEFORE SEPARATION FROM SERVICE. Distributions generally are not
permitted under an EDCP prior to separation from service or reaching age 70 1/2,
except in cases of severe financial hardship. Hardship distributions are
includible in the gross income of the individual in the year in which paid.

REQUIRED DISTRIBUTIONS. The distribution requirements for these qualified plans
are generally the same as described above with respect to Section 403(b)
annuities. However, if distributions do not commence before the employee's
death, the entire interest in the Certificate must be distributed within 15
years if the beneficiary is not the employee's surviving spouse.

TAX-FREE TRANSFERS. The Code permits the tax-free direct transfer of EDCP
amounts to another EDCP, subject to certain conditions. Any transfer must be
with employer consent

PRIVATE EMPLOYER UNFUNDED DEFERRED COMPENSATION PLANS

PURCHASE PAYMENTS. Private taxable employers may establish unfunded,
non-qualified deferred compensation plans for a select group of management or
highly compensated employees and/or for independent contractors. Certain
arrangements of tax-exempt employers entered into prior August 16, 1986, and not
subsequently modified, are also subject to the rules for private taxable
employer deferred compensation plans discussed below. (Unfunded deferred
compensation plans of other tax-exempt employers are generally subject to the
requirements of Section 457.)

These types of programs allow individuals to defer receipt of up to 100% of
compensation which would otherwise be includible in income and therefore to
defer the payment of federal income taxes on such amounts. Purchase payments
made by the employer, however are not immediately deductible by the employer,
and the employer is currently taxed on any increase in Certificate Value.

Deferred compensation plans represent a contractual promise on the part of the
employer to pay current compensation at some future time. The Certificate is
owned by the employer and is subject to the claims of the employer's creditors.
The individual has no right or interest in the Certificate and is entitled only
to payment from the employer's general assets in accordance with plan
provisions.

TAXATION OF DISTRIBUTIONS. Amounts received by an individual from a private
employer deferred compensation plan are includible in gross income for the
taxable year in which such amounts are paid or otherwise made available.

EXCESS DISTRIBUTIONS--15% TAX.

Certain persons, particularly those who participate in more than one
tax-qualified retirement plan, may be subject to an additional tax of 15% on
certain excess aggregate distributions from those plans. In general, excess
distributions are taxable distributions for all tax qualified plans in excess of
a specified annual limit for payments made in the form of an annuity (currently
$160,000) or five times the annual limit for lump sum distributions.

WITHHOLDING

Annuity payments and other amounts received under Certificates are subject to
income tax withholding unless the recipient elects not to have taxes withheld.
The amounts withheld will vary among recipients depending on the tax status of
the individual and the type of payments from which taxes are withheld.

Notwithstanding the recipient's election, withholding may be required with
respect to certain payments to be delivered outside the United States and, with
respect to certain distributions from certain types of qualified retirement
plans, unless the proceeds are transferred directly to another qualified
retirement plan. Moreover, special "backup withholding" rules may require
Fortis Benefits to disregard the recipient's election if the recipient
fails to supply Fortis Benefits with a "TIN" or taxpayer identification
number (social security number for individuals), or if the Internal
Revenue Service notifies Fortis Benefits that the TIN provided by the
recipient is incorrect.

8
<PAGE>

OTHER INFORMATION

Fortis Benefits relies upon an SEC No-action letter dated December 22, 1988
providing relief from certain restrictions provided in the Investment Company
Act of 1940 relative to restrictions on redemptions and it complies with its
conditions.

VARIABLE ACCOUNT FINANCIAL STATEMENTS

<PAGE>

APPENDIX A

PERFORMANCE INFORMATION

In advertising and other sales material for the Certificates, yield and total
return information for the Subaccounts of the Variable Account may be included.
The information below provides investment results for the indicated Subaccounts
of the Separate Account. The results shown in this section are not an estimate
or guarantee of future investment performance, and do not represent the actual
experience of amounts invested by a particular Participant.

YIELD CALCULATIONS

Yield information for the Money Market Subaccount will be based on the seven
days ended on a specified date. It will be computed by determining the net
change, exclusive of capital changes, in the value of a hypothetical
pre-existing account (after the deduction of all asset based charges) having a
balance of one Accumulation Unit at the beginning of the period and dividing the
difference by the value of the account at the beginning of the base period to
obtain the base period return , and multiplying the base period return by
(365/7), with the resulting yield figure carried to the nearest hundredth of one
percent. The seven day yield for the Money Market Subaccount as of December 31,
1997 was XXXX%.

An effective yield may also be quoted for the Money Market Subaccount.
Effective yield is calculated by compounding the current yield as follows:

365/7
. . . . . . . Effective Yield = [(Base Period Return + 1) ] - 1

The seven day effective yield for the Money Market Subaccount as of December 31,
1997 was XXXX7%.

Yield information for the other Subaccounts will be based on the thirty days
ended on a specified date and carried to the nearest hundredth of a percent,
according to the following formula:

| - - 6 |
|| | |
|| A-B | -1 |
2 || --- + 1 | |
|| CD | |
|| | |
| - - |

Where:

A = net investment income earned during the period by the Portfolio whose shares
are owned by the Subaccount,

B = expenses accrued for the period,

C = the average daily number of Accumulation Units outstanding during the
period, and

D = the offering price per Accumulation Unit at the end of the last day of the
period.

The following table sets figures for the thirty days ended December 31, 1997.

SUBACCOUNT YIELD
----------- -----
U.S. Government Securities . . . . . . . . . . . . . . . . %
Diversified Income . . . . . . . . . . . . . . . . . . . . %
High Yield . . . . . . . . . . . . . . . . . . . . . . . . %
Global Bond. . . . . . . . . . . . . . . . . . . . . . . . %

A-1
<PAGE>

TOTAL RETURN CALCULATIONS

Total return information will be given for the one year and five year periods
ended on a specific date, provided that, if the registration statement has been
effective for a Subaccount only during a shorter period, then such shorter
period will be used.

AVERAGE ANNUAL TOTAL RETURN

Total average annual compounded rates of return for each period will be computed
to the nearest one hundredth of a percent, according to the following formula:

n
P(1 + T) = CSV

Where: P = a hypothetical initial purchase payment of $1000,

T = average annual total return,

n = number of years, and

CSV = end of period Cash Surrender Value of hypothetical $1000
purchase payment made at the beginning of the period.

The following table shows total average annual rates of return for the period
indicated:

<TABLE>

COMMENCEMENT OF
ONE-YEAR FIVE-YEAR SUBACCOUNT (1)
SUBACCOUNT PERIOD ENDED PERIOD ENDED TO
DEC. 31, 1997 DEC. 31, 1997(1) DEC. 31, 1997
------------- ---------------- ---------------
<S> <C> <C> <C>
GROWTH STOCK

U.S. GOVERNMENT SECURITIES

DIVERSIFIED INCOME

ASSET ALLOCATION

GLOBAL GROWTH

HIGH YIELD

GROWTH & INCOME

AGGRESSIVE GROWTH

GLOBAL ASSET ALLOCATION

GLOBAL BOND

INTERNATIONAL STOCK

VALUE

S & P 500

BLUE CHIP
</TABLE>

- -----------------------

(1) Commencing with effective date of initial registration statement for Global
Growth Subaccount on May 1, 1992,

A-2

<PAGE>

U.S. Government Securities Subaccount on May 1, 1989, High Yield
Subaccount, Growth & Income Subaccount, and Aggressive Growth Subaccount on
May 1, 1994, Global Bond Subaccount, Global Asset Allocation Subaccount,
International Stock Subaccount on January 2, 1995, Value Subaccount, Blue
Chip Stock Subaccount, and S & P 500 Index Subaccount on January 1, 1996,
and for all other Subaccounts on May 2, 1988.

CUMULATIVE TOTAL RETURN

Total cumulative rates of return for each period will be computed to the nearest
one hundredth of a percent, according to the following formula:

CTR = CSV - P 100
---------
P

Where: P = a hypothetical initial purchase payment of $1,000,

A-2

CTR = cumulative total return, and

CSV = end of period Cash Surrender Value of hypothetical $1,000
purchase payment made at the beginning of the period.

ONE-YEAR FIVE-YEAR
SUBACCOUNT PERIOD ENDED PERIOD ENDED COMMENCEMENT
---------- DEC. 31, 1997 DEC. 31, 1997 TO DEC. 31, 1997
------------- ------------ ----------------
<S> <C> <C> <C>
GROWTH STOCK

U.S. GOVERNMENT SECURITIES

DIVERSIFIED INCOME

ASSET ALLOCATION

GLOBAL GROWTH

HIGH YIELD

GROWTH & INCOME

AGGRESSIVE GROWTH

GLOBAL ASSET ALLOCATION

GLOBAL BOND

INTERNATIONAL STOCK

VALUE

S & P 500

BLUE CHIP

</TABLE>
- -------------------------
(1) Commencing with effective date of initial registration statement for Global
Growth Subaccount on May 1, 1992, U.S. Government Securities Subaccount on
May 1, 1989, High Yield Subaccount, Growth & Income Subaccount and
Aggressive Growth Subaccount on May 1, 1994, Global Bond Subaccount, Global
Asset Allocation Subaccount, International Stock Subaccount on January 2,
1995, Value Subaccount, Blue Chip Stock Subaccount, and S & P 500 Index
Subaccount on January 1, 1996, and for all other Subaccounts on May 2,
1988.

A-3
<PAGE>

Yield figures do not reflect any surrender charge, and yield and total return
figures do not reflect any premium tax charge. Yield and total return figures
do reflect the reimbursement of certain Fortis Series expenses. Current Fixed
Account effective annual rates of interest may also be quoted in advertising and
other sales materials, and these rates do not reflect any deductions or charges.

Fortis Benefits may advertise its relative performance as compiled by outside
organizations. Following is a list of ratings services which may be referred to
in advertisements, along with the category in which the applicable Subaccount is
included:

RATING SERVICE CATEGORY
-------------- --------

Aggressive Growth Subaccount

Morningstar Publications, Inc. aggressive growth
Lipper Analytical Services, Inc. small company growth

Global Growth Subaccount

Morningstar Publications, Inc. international stock
Lipper Analytical Services, Inc. global

Growth Stock Subaccount

Morningstar Publications, Inc. growth
Lipper Analytical Services, Inc. capital appreciation

Growth and Income Subaccount

Morningstar Publications, Inc. growth and income
Lipper Analytical Services, Inc. growth and income

Asset Allocation Subaccount

Morningstar Publications, Inc. balanced
Lipper Analytical Services, Inc. flexible portfolios

High Yield Subaccount

Morningstar Publications, Inc. high yield
Lipper Analytical Services, Inc. high current yield

Diversified Income Subaccount

Morningstar Publications, Inc. corporate bond
Lipper Analytical Services, Inc. general bond

U.S. Government Subaccount

Morningstar Publications, Inc. U.S. government bond
Lipper Analytical Services, Inc. U.S. government

A-4
<PAGE>

Money Market Subaccount

Morningstar Publications, Inc. money market
Lipper Analytical Services, Inc. money market

International Stock Subaccount

Morningstar Publications, Inc. international stock
Lipper Analytical Services, Inc. international equity

Global Asset Allocation Subaccount

Morningstar Publications, Inc. balanced
Lipper Analytical Services, Inc. global flexible

Global Bond Subaccount

Morningstar Publications, Inc. international bond
Lipper Analytical Services, Inc. world income

Blue Chip Stock Subaccount

Morningstar Publications, Inc. growth
Lipper Analytical Services, Inc. growth

Value Subaccount

Morningstar Publications, Inc. growth
Lipper Analytical Services, Inc. growth

S & P 500 Index Subaccount

Morningstar Publications, Inc. growth & income
Lipper Analytical Services, Inc. S & P 500 Index

A-5
<PAGE>

PART II.

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The estimated expenses of the issuance and distribution of the Contracts, other
than commissions on sales of the Contracts are as follows:

<TABLE>
<CAPTION>
Amount
------
<S> <C>
Securities and Exchange Commission
registration fee $ 0
Printing and engraving $1,500
Accounting fees and expenses $1,500
Legal fees and expenses $3,000
</TABLE>

Item 14. Indemnification of Directors and Officers

Section 300.083 of Minnesota Law General Provision provides in part that a
corporation organized under such law shall have power to indemnify anyone made,
or threatened to be made, a party to a threatened, pending or completed
proceeding, whether civil or criminal, administrative or investigative, because
he is or was a director or officer of the corporation, or served as a director
or officer of another corporation at the request of the corporation.
Indemnification in such a proceeding may extend to judgments, penalties, fines
and amounts paid in settlement, as well as to reasonable expenses, including
attorneys' fees and disbursements. In a civil proceeding, there can be no
indemnification under the statute, unless it appears that the person seeking
indemnification has acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the corporation and its
shareholders and unless such person has received no improper personal benefit;
in a criminal proceeding, the person seeking indemnification must also have no
reasonable cause to believe his conduct was unlawful.

Article VI Section 5 of the By-laws of the Fortis Benefits Insurance
Company provides as follows:

Section 5. The Company shall indemnify (including therein the prepayment
of expenses) any person who is or was a director, officer or employee, or
who is or was serving at the request of the Company as a director, officer
or employee of another corporation, partnership, joint venture, trust or
other enterprise for expenses (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him with
respect to any threatened, pending or completed action, suit or proceedings
against him by reason of the fact that he is or was such a director,
officer or employee to the extent and in the manner permitted by law.

Section 12 of the Principal Underwriter agreement incorporated as exhibit 1 to
this registration statement (which is incorporated herein by this reference)
provides that Fortis Investors, Inc. and Fortis Benefits will indemnify each
other, and each other's officers, directors and controlling persons, with
respect to certain types of misstatements or omissions in connection with the
offer and sale of the Certificates.

Certain officers, directors or controlling persons of Fortis Investors, Inc. are
also officers, directors and controlling persons of Fortis Benefits.

<PAGE>

Pursuant to the Principal Underwriter and Servicing Agreement, Fortis Investors
has agreed to indemnify Variable Account D, Fortis Benefits, and each of its
officers, directors and controlling persons for damages and expenses (1) arising
out of certain material misstatements and omissions in connection with the offer
and sale of the Contracts, if the misstatement or omission was based on
information furnished by Fortis Investors or (2) otherwise arising out of Fortis
Investors' negligence, bad faith, willful misfeasance or reckless disregard of
its responsibilities. Pursuant to its Dealer Sales Agreements, a form of which
is filed as Exhibit 3(b) to this registration statement and is incorporated
herein by this reference, firms that sell the contracts agree to indemnify
Fortis Benefits, Fortis Investors, the Separate Account, and their officers,
directors, employees, agents, and controlling persons from liabilities and
expenses arising out of the wrongful conduct or omissions of said selling firm
or its officers, directors, employees, controlling persons or agents.

Item 15. Recent Sales of Unregistered Securities (3 years)

The Registrant discovered that its registration of the dollar amounts of
sales in the non-utilized interest in the fixed account had inadvertently
been exceeded, resulting in unregistered sales of $61,164,136 between
February 27, 1995 and October 25, 1995. The Registrant claims no exemption
for such excess and has provided a Notice of Rescission rights to those
individuals who purchased unregistered securities. The principal
underwriter of such securities was Fortis Investors, Inc., an affiliated
broker/dealer.

Item 16. Exhibits and Financial Statement Schedule

a. Exhibits

1. Form of Principal Underwriter and Servicing Agreement (Incorporated
by reference from Form N-4 Registration Statement of Fortis Benefits
and its Variable Account D filed on January 11, 1994,
File No. 33-73986).

Form of Amendment to Principal Underwriting (Incorporated by reference
from Form N-4 Registration Statement of Fortis Benefits and its
Variable Account D filed on January 11, 1994, File No. 33-73986).

2. Form of Asset Transfer and Acquisition Agreement dated August 28, 1991
and supplement thereto dated October 1, 1991 (Incorporated by
reference from Form 8-K filed on October 16, 1991 (as amended by Form
8 filed on October 21, 1991), File No. 33-37576).

3. (a) Articles of Incorporation of Fortis Benefits Insurance Company
(Incorporated by reference from Form S-6 Registration Statement of
Fortis Benefits and its Variable Account C filed on March 17, 1986,
File No. 33-03919);

(b) By-laws of Fortis Benefits Insurance Company (Incorporated by
reference from Form S-6 Registration Statement of Fortis Benefits and
its Variable Account C filed on March 17, 1986, File No. 33-03919);

<PAGE>

(c) Amendment to Articles of Incorporation and By-laws dated November
21, 1991. (Incorporated by reference from Post-Effective Amendment
No. 1 to the Form N-4 Registration Statement of Fortis Benefits and
its Variable Account D filed on March 2, 1992, File No. 33-37577.)

4. (a) Form of Combination Fixed and Variable Group Annuity Contract;
(Incorporated by reference from Post-Effective Amendment No. 1 to the
Form N-4 Registration Statement of Fortis Benefits and its Variable
Account D filed on March 2, 1992, File No. 33-37577).

(b) Form of Certificate to be used in connection with Contract filed
as Exhibit 4 (a); (Incorporated by reference from Post-Effective
Amendment No. 1 to Form N-4 Registration Statement of Fortis Benefits
and its Variable Account D filed on March 2, 1992, File No. 33-37577).

(c) Form of Application to be used in connection with Certificate
filed as Exhibit 4 (b). (Incorporated by reference from Post-Effective
Amendment No. 1 to the Form N-4 Registration Statement of Fortis
Benefits and its Variable Account D filed on October 27, 1995, File
No. 33-37577).

(d) Form of IRA Endorsement (Incorporated by reference from
Pre-Effective Amendment No. 1 to the Form N-4 Registration Statement
of Fortis Benefits and its Variable Account D filed on March 28, 1991,
File No. 33-37577.)

(e) Form of Section 403(b) Annuity Endorsement (Incorporated by
reference from Pre-Effective Amendment No. 1 to Form N-4 Registration
Statement of Western Life and its Variable Account D filed on March
28, 1991).

(f) Annuity Contract Exchange Form (Incorporated by reference from
Pre-Effective Amendment No. 1 to the Form N-4 Registration Statement
of Fortis Benefits and its Variable Account D filed on April 18, 1988,
File No. 33-19421).

(g) Form of Endorsement (incorporated by reference from Form N-4
Registration Statement filed by Fortis Benefits and its Variable
Account D on April 27, 1995, File No. 33-37577).

(h) Nursing Care/Hospitalization Waiver of Surrender Charge Rider
(incorporated by reference from Form N-4 Registration Statement filed
by Fortis Benefits and its Variable Account D on April 27, 1995, File
No. 33-19421).

(i) Enhanced Death Benefit Rider (incorporated by reference from Form
N-4 Registration Statement filed by Fortis Benefits and its Variable
Account D April 28, 1997, File No. 33-37577.)

(j) Disability Waiver of Surrender Charge Rider (incorporated by
reference from Form N-4 Registration Statement filed by Fortis
Benefits and its Variable Account D contemporaneously herewith, File
No. 33-37577.)

<PAGE>

5. Opinion and consent of Douglas R. Lowe, Esq., Assistant General
Counsel of Fortis Benefits Insurance Company, as to the legality of
the securities being registered. (Included as part of the original
filing of this form S-1 Registration Statement filed on March 30,
1992).

10. Fortis, Inc. Executive Incentive Compensation Plan (Incorporated by
reference from Amendment No. 1 to Form S-1 Registration Statement of
Fortis Benefits filed on March 28, 1991, File No. 33-37576).

23. Consent of Ernst & Young LLP--to be filed by post-effective amendment.

24. Power of Attorney for Messrs. Freedman, Mackin, Mahoney, Clancy,
Meler, Keller, Gaddy, Pollock, Clayton and Greiter. (Incorporated by
reference from Form S-6 Registration Statement of Fortis Benefits and
its Variable Account C filed on December 17, 1993, File No. 33-73138).

b. Not applicable.

Item 17. Undertakings

The Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement, including (but not limited to) any addition or deletion of
a managing underwriter.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.

<PAGE>

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the indemnification provision described in response to
Item 14, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will governed by the final adjudication of such issue.

<PAGE>

SIGNATURES

As required by the Securities Act of 1933, the Registrant has caused this
amended Registration Statement to be signed on its behalf in the City of St.
Paul, State of Minnesota on this 24th day of February, 1998

FORTIS BENEFITS INSURANCE COMPANY
(Registrant)

By: ____/s/__________________________________
Robert Brian Pollock, President

As required by the Securities Act of 1933, this amended Registration Statement
has been signed by the following persons, in the capacities indicated, on
February 24, 1998.

<TABLE>
<CAPTION>
Signature Title With Fortis Benefits
<S> <C>

*______________________________ Chairman of the Board
Allen Royal Freedman

*______________________________ Director
J. Kerry Clayton

*______________________________ Director
Thomas Michael Keller

___/s/_________________________ Director
Dean C. Kopperud

_______________________________ Director
Arie Aristide Fakkert

____/s/________________________ President and Director
Robert Brian Pollock (Chief Executive Officer)

____/s/________________________ Senior Vice President, Controller,
Michael John Peninger Treasurer and Director (Principal Accounting
Officer and Principal Financial Officer)

*By: __/s/___________________________
Robert Brian Pollock
Attorney-in-fact
</TABLE>

<PAGE>

EXHIBIT INDEX
-------------

Item
Number Description
- ------ -----------

None