VARIABLE ACCOUNT D OF FORTIS BENEFITS INSURANCE CO
485BPOS, 1996-04-30
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<PAGE>



As filed with the Securities and Exchange Commission on April 29, 1996.
                                           Registration Nos.  33-19421
                                                              811-5439



                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549
                          __________________________________
                                       FORM N-4


               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                           Post-Effective Amendment No. 14

                                        AND/OR

           REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
                                   Amendment No. 34


                          __________________________________



                                  VARIABLE ACCOUNT D
                                          OF
                          FORTIS BENEFITS INSURANCE COMPANY
                              (Exact Name of Registrant)
                          _________________________________


                          FORTIS BENEFITS INSURANCE COMPANY
                                 (Name of Depositor)
                                 500 Bielenberg Drive
                              Woodbury, Minnesota 55125
                 (Address of Depositor's Principal Executive Offices)

                  Depositor's Telephone Number, including Area Code:
                                     612-738-4000

                          _________________________________






                               RHONDA J. SCHWARTZ, ESQ.
                                 500 Bielenberg Drive
                              Woodbury, Minnesota 55125
                       (Name and Address of Agent for Service)

<PAGE>


    It is proposed that this filing will be come effective (check appropriate
box):

      immediately upon filing pursuant to paragraph (b) of Rule 485.

- -----

  X   on May 1, 1996  pursuant to paragraph (b) of Rule 485.
- -----

      60 days after filing pursuant to paragraph (a)(i) of Rule 485.
- -----

      70 days after filing pursuant to paragraph (a)(ii) of Rule 485.
- -----

      on ______________ pursuant to paragraph (a)(ii) of Rule 485.
- -----

    If appropriate, check the following box:

     This post-effective amendment designated a new effective date for a
- ---- previously filed post-effective amendment.

                        ______________________________________

    Pursuant to Rule 24f-2(a)(1) under the Investment Company Act of 1940, the
Registrant has elected to register an indefinite number or amount of its
securities under the Securities Act of 1933.  The securities being registered
are units of interest under variable annuity contracts.  The registrant filed
its Rule 24f-2 notice for the year ended December 31, 1995 on February 26, 1996.

<PAGE>


                                VARIABLE ACCOUNT D OF
                          FORTIS BENEFITS INSURANCE COMPANY

                        Cross Reference Sheet Showing Location
                           of Information in Prospectus or
                          Statement of Additional Information
                        --------------------------------------

         Form N-4                           Prospectus Caption
         --------                           ------------------


1.  Cover Page                         Cover Page

2.  Definitions                        Special Terms Used in This
                                       Prospectus

3.  Synopsis of Highlights             Summary; Information concerning
                                       fees and charges

4.  Condensed Financial                Summary -- Financial information
    Information

5.  General Description of             Summary--Separate Account Invest-
    Registrant, Depositor and          ment Options; Fortis Benefits and
    Portfolio Companies                the Separate Account; Fixed
                                       Account

6.  Deductions                         Summary--Charges and Deductions;
                                       Charges and Deductions

7.  General Description of Variable    Accumulation Period; General
    Annuity Contracts                  Provisions

8.  Annuity Period                     The Annuity Period

9.  Death Benefit                      Summary--Death Benefit; Accumula-
                                       tion Period --
                                       - Benefit Payable on Death of
                                         Annuitant or Contract Owner

10. Purchases and Contract Value       Accumulation Period --
                                       - Issuance of a Contract and
                                         Purchase Payments
                                       - Contract Value

11. Redemptions                        Summary--Total and Partial
                                       Surrenders; Accumulation Period
                                       -- Total and Partial Surrenders

12. Taxes                              Summary--Tax Implications; Federal
                                       Tax Matters

<PAGE>

                                            PROSPECTUS OR
                                       STATEMENT OF ADDITIONAL
    FORM N-4                             INFORMATION CAPTION
    --------                           ------------------------
    (cont'd.)

13. Legal Proceedings                  None

14. Table of Contents of the           Contents of the Statement of
    Statement of Additional            Additional Information
    Information

15. Cover Page                         Cover Page

16. Table of Contents                  Table of Contents

17. General Information and            Fortis Benefits
    History

18. Services                           Services

19. Purchases of Securities Being      Reduction of Charges
    Offered

20. Underwriters                       Services

21. Calculation of Performance         Appendix A
    Data

22. Annuity Payments                   Calculation of Annuity Payments

23. Financial Statements               Financial Statements

<PAGE>
 
<TABLE>
<S>                <C>                 <C>
FORTIS BENEFITS INSURANCE COMPANYFORTIS
MAILING     STREET      PHONE:
ADDRESS:    ADDRESS:
</TABLE>
OPPORTUNITY
<TABLE>
<S>                <C>                 <C>
P.O. BOX    500         1-800-800-2638
64272       BIELENBERG  (EXTENSION
ST. PAUL,   DRIVE       3057)
MN 55164    WOODBURY,
            MN 55125
</TABLE>
 
VARIABLE
 
                        This Prospectus describes an individual flexible premium
                        deferred variable annuity contract ("Contract") ANNUITY
                        issued  by  Fortis Benefits  Insurance  Company ("Fortis
                        Benefits"). The minimum  initial or subsequent  purchase
                        payment is generally $50.
Individual Flexible
Premium Deferred
                        The  Contract  allows  you  to  accumulate  funds  on  a
                        tax-deferred basis. Contract Owners may elect a Variable
Annuity Contract
                        guaranteed interest accumulation  option through  Fortis
                        Benefits'   Fixed   Account   or   a   variable   return
                        accumulation option  through  Variable  Account  D  (the
                        "Separate   Account")   of  Fortis   Benefits  Insurance
                        Company, or a  combination of these  two options.  Under
                        the  variable rate accumulation  option, Contract Owners
                        can choose  among  the  separate  Portfolios  of  Fortis
                        Series   Fund,  Inc.  ("Fortis  Series"):  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,  and
                        Aggressive  Growth  Series. The  accompanying Prospectus
                        for Fortis Series  describes the investment  objectives,
                        policies and risks of each of the Portfolios.
 
                        The   Contract  provides  several   different  types  of
                        retirement  and  death  benefits  to  Contract   Owners,
                        Annuitants  or their Beneficiaries,  including fixed and
                        variable annuity  income options.  Contract Owners  may,
                        under  certain circumstances, make partial surrenders of
                        the Contract Value or may totally surrender the Contract
                        for its Cash Surrender Value.
 
                        You have the right  to examine a  Contract for ten  days
                        from the time you receive the Contract and return it for
                        a  refund of the Contract  Value. However, if applicable
                        state law so requires, the  full amount of the  purchase
                        payments received by Fortis Benefits will be refunded.
 
                        This  Prospectus gives prospective investors information
                        about  the  Contract  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.
 
PROSPECTUS DATED
                        A Statement  of  Additional Information,  dated  May  1,
                        1996, about the Contracts has been filed with the May 1,
1996
                        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
                        19 of this Prospectus.
 
                        THESE CONTRACTS 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
UVW-REGISTERED TRADEMARK-
                        OFFENSE.
 
95530 (5/96)
<PAGE>
TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                                                            PAGE
<S>                                                                                                       <C>
SPECIAL TERMS USED IN THIS PROSPECTUS...................................................................          3
INFORMATION CONCERNING FEES AND CHARGES.................................................................          4
SUMMARY.................................................................................................          6
FORTIS BENEFITS AND THE SEPARATE ACCOUNT................................................................          9
    - Fortis Benefits/Fortis Financial Group Member.....................................................          9
    - The Separate Account..............................................................................          9
    - Fortis Series Fund, Inc...........................................................................          9
ACCUMULATION PERIOD.....................................................................................         10
    - Issuance of a Contract and Purchase Payments......................................................         10
    - Contract Value....................................................................................         10
    - Allocation of Purchase Payments and Contract Value................................................         11
    - Total and Partial Surrenders......................................................................         11
    - Benefit Payable on Death of Annuitant or Contract Owner...........................................         12
    - Contract Loans (Section 401 and 403(b) Contracts Only)............................................         12
THE ANNUITY PERIOD......................................................................................         13
    - Annuity Commencement Date.........................................................................         13
    - Commencement of Annuity Payments..................................................................         13
    - Relationship Between Subaccount Investment Performance and Amount of Variable Annuity Payments....         13
    - Annuity Forms.....................................................................................         13
    - Death of Annuitant or Other Payee.................................................................         14
CHARGES AND DEDUCTIONS..................................................................................         14
    - Premium Taxes.....................................................................................         14
    - Annual Administrative Charge......................................................................         14
    - Charges Against the Separate Account..............................................................         14
    - Surrender Charge..................................................................................         15
    - Miscellaneous.....................................................................................         15
    - Reduction of Charges..............................................................................         15
FIXED ACCOUNT...........................................................................................         16
    - General Description...............................................................................         16
    - Fixed Account Value...............................................................................         16
    - Fixed Account Transfers, Total and Partial Surrenders.............................................         16
GENERAL PROVISIONS......................................................................................         16
    - The Contract......................................................................................         16
    - Postponement of Payments..........................................................................         16
    - Misstatement of Age or Sex and Other Errors.......................................................         17
    - Assignment and Ownership Rights...................................................................         17
    - Beneficiary.......................................................................................         17
    - Reports...........................................................................................         17
RIGHTS RESERVED BY FORTIS BENEFITS......................................................................         17
DISTRIBUTION............................................................................................         17
FEDERAL TAX MATTERS.....................................................................................         18
VOTING PRIVILEGES.......................................................................................         19
STATE REGULATION........................................................................................         20
LEGAL MATTERS...........................................................................................         20
CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION.........................................................         20
APPENDIX A--Sample Death Benefit Calculations...........................................................        A-1
APPENDIX B--Explanation of Expense Calculations.........................................................        B-1
</TABLE>
 
THE  CONTRACTS  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 PERIOD      The time period under a Contract between the Contract Date and the Annuity Period.
ACCUMULATION UNIT        A unit of measure used to calculate the interest of the Contract Owner in the Separate
                         Account during the Accumulation Period.
ANNUITANT                A person during whose life annuity payments are to be made by Fortis Benefits under
                         the Contract.
ANNUITY COMMENCEMENT     The date on which the Annuity Period commences.
  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 Contract.
CASH SURRENDER VALUE     The amount payable to the Contract Owner on surrender of the Contract after deduction
                         of all applicable charges.
CONTRACT OWNER           The person named in the application as the Contract Owner, or any successor Contract
                         Owner. Unless otherwise named, the Annuitant is the Contract Owner.
CONTRACT DATE            The date on which the Contract was issued. Contract years are measured from the
                         Contract Date.
CONTRACT VALUE           The sum of the Fixed Account Value and the Separate Account Value.
FIVE YEAR ANNIVERSARY    The fifth anniversary of a Contract Date, and each subsequent fifth anniversary of
                         that date.
FIXED ACCOUNT            The name of the alternative under which purchase payments are allocated to Fortis
                         Benefits' General Account.
FIXED ACCOUNT VALUE      The amount of your Contract Value which is in the Fixed Account.
FIXED ANNUITY OPTION     An annuity option under which Fortis Benefits promises to pay the Annuitant or any
                         other properly designated payee one or more fixed payments.
FORTIS GROUP FUNDS       All publicly-available mutual funds advised by Fortis Advisers, Inc. (other than
                         Fortis Money Portfolios, Inc.). Currently, these mutual funds are: Fortis Worldwide
                         Portfolios, Inc., Fortis Equity Portfolios, Inc., Fortis Growth Fund, Inc., Fortis
                         Fiduciary Fund, Inc., Fortis Tax-Free Portfolios, Inc., Fortis Income Portfolios,
                         Inc., and Fortis Advantage Portfolios, Inc.
FORTIS SERIES            The Fortis Series Fund, Inc., a diversified, open-end management investment company in
                         which the Separate Account invests.
GENERAL ACCOUNT          All assets of Fortis Benefits other than those in the Separate Account, or in any
                         other legally segregated separate account established by Fortis Benefits.
HOME OFFICE              Our office at 500 Bielenberg Drive, Woodbury, Minnesota 55125; 1-800-800-2638 (Ext.
                         3057); Mailing address: P.O. Box 64272, St. Paul, Minnesota 55164.
NET PURCHASE PAYMENT     The gross amount of a purchase payment less any applicable premium taxes or similar
                         governmental assessments.
NON-QUALIFIED CONTRACTS  Contracts that do not qualify for the special federal income tax treatment applicable
                         in connection with certain retirement plans.
PORTFOLIO                Each separate investment portfolio of Fortis Series eligible for investment by the
                         Separate Account.
QUALIFIED CONTRACTS      Contracts that are qualified for the special federal income tax treatment applicable
                         in connection with certain retirement plans.
SEPARATE ACCOUNT         The segregated asset account referred to as Variable Account D of Fortis Benefits
                         Insurance Company established to receive and invest purchase payments made under
                         Contracts.
SEPARATE ACCOUNT VALUE   The amount of your Contract Value in the Subaccounts of the Separate Account.
SUBACCOUNTS              The several Subaccounts of the Separate Account, each of which invests its assets in a
                         different Portfolio.
VALUATION DATE           Each business day of Fortis Benefits 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 PERIOD         The period that starts at the close of regular trading on the New York Stock Exchange
                         on a Valuation Date and ends at the close of regular trading on the exchange on the
                         next succeeding Valuation Date.
VARIABLE ANNUITY OPTION  An annuity option under which Fortis Benefits promises to pay the Annuitant or any
                         other properly designated payee 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>
 
                                       3
<PAGE>
 
 INFORMATION CONCERNING FEES AND CHARGES
 
 CONTRACT OWNER TRANSACTION EXPENSES
 
<TABLE>
<S>                                                                                             <C>
Front End Sales Charge Imposed on Purchases...................................................         0%
Maximum Surrender Charge for Sales Expenses (as a percentage of purchase payments)............         5%(1)
</TABLE>
 
<TABLE>
<CAPTION>
 YEARS SINCE
   DATE OF         AMOUNT OF
   PAYMENT          CHARGE
- --------------  ---------------
<S>             <C>
 Less than 5               5%
  5 or more                0%
</TABLE>
 
<TABLE>
<S>                                                                                                    <C>
       Other Surrender Fees..........................................................................         0%
       Exchange Fee..................................................................................         0%
       Charge for Each 403(b) Contract Loan..........................................................  $     100
 ANNUAL CONTRACT ADMINISTRATION CHARGE...............................................................  $      35   (2)
 
 SEPARATE ACCOUNT ANNUAL EXPENSES
  (AS A PERCENTAGE OF AVERAGE ACCOUNT VALUE)
       Mortality and Expense Risk Charge.............................................................        1.25  %
       Separate Account Administrative Charge........................................................         .10  %
                                                                                                             ---
         Total Separate 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.
 
 (2) This  charge, which is otherwise applied  at each Contract anniversary and
     total  surrender  of  the  Contract,  will  not  be  charged  during   the
     Accumulation  Period  if  the Contract  Value  as of  such  anniversary or
     surrender is  $25,000  or more.  Currently,  Fortis Benefits  waives  this
     charge  during  the Annuity  Period. This  charge is  also subject  to any
     applicable limitations under the law of any state.
 
 FORTIS SERIES ANNUAL EXPENSES (A)
<TABLE>
<CAPTION>
                              Money      U.S. Government                                                Asset       Global Asset
                              Market       Securities      Diversified    Global Bond  High Yield     Allocation     Allocation
                              Series         Series       Income Series     Series       Series         Series         Series
                              ------     ---------------  --------------     -----        -----     --------------  ------------
<S>                        <C>           <C>              <C>             <C>          <C>          <C>             <C>
Investment Advisory and
 Management Fee..........         .30%           .46%             .47%           .75%         .50%          .49%           .90%
Other Expenses...........         .10%           .07%             .08%           .53%         .13%          .06%           .37%
Total Fortis Series
 Operating Expenses......         .40%           .53%             .55%          1.28%         .63%          .55%          1.27%
 
<CAPTION>
                                                                                       Global
                              Value        Growth &       S&P 500      Blue Chip       Growth     Growth Stock  International
                             Series     Income Series   Index Series  Stock Series     Series        Series      Stock Series
                              -----     --------------  ------------  ------------     ------        ------     --------------
<S>                        <C>
Investment Advisory and
 Management Fee..........         .70%          .70%           .40%          .85%          .70%          .62%           .85%
Other Expenses...........         .16%          .11%           .16%          .16%          .10%          .05%           .29%
Total Fortis Series
 Operating Expenses......         .86%          .81%           .56%         1.01%          .80%          .67%          1.14%
 
<CAPTION>
 
                             Aggressive
                           Growth Series
                           --------------
Investment Advisory and
 Management Fee..........          .70%
Other Expenses...........          .11%
Total Fortis Series
 Operating Expenses......          .81%
</TABLE>
 
 --------------------------------
 (a) As a percentage of Series average net assets based on 1995 historical data
     except that the expenses  of Value Series, S&P  500 Index Series and  Blue
     Chip Stock Series are based upon an estimate of 1996 expenses.
 
                                       4
<PAGE>
 
 EXAMPLES*
 If  you SURRENDER your Contract 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.........................................   $      64    $     104    $     147    $     220
U.S. Government Securities Series...........................          65          108          153          233
Diversified Income Series...................................          66          109          154          236
Global Bond Series..........................................          73          131          191          308
High Yield Series...........................................          66          111          158          244
Asset Allocation Series.....................................          66          109          154          236
Global Asset Allocation Series..............................          73          130          190          307
Growth & Income Series......................................          68          116          167          262
Growth Stock Series.........................................          67          112          160          248
Global Growth Series........................................          68          116          167          261
Aggressive Growth Series....................................          68          116          167          262
International Stock Series..................................          72          126          184          295
S&P 500 Index Series........................................          66          109          155          237
Blue Chip Stock Series......................................          70          122          177          282
Value Series................................................          69          118          170          267
</TABLE>
 
 If  you COMMENCE AN ANNUITY payment option,  or do NOT surrender your Contract
 or commence an annuity payment option, 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.........................................   $      19    $      59    $     102    $     220
U.S. Government Securities Series...........................          20           63          108          233
Diversified Income Series...................................          21           64          109          236
Global Bond Series..........................................          28           86          146          308
High Yield Series...........................................          21           66          113          244
Asset Allocation Series.....................................          21           64          109          236
Global Asset Allocation Series..............................          28           85          145          307
Growth & Income Series......................................          23           71          122          262
Growth Stock Series.........................................          22           67          115          248
Global Growth Series........................................          23           71          122          261
Aggressive Growth Series....................................          23           71          122          262
International Stock Series..................................          27           81          139          295
S&P 500 Index Series........................................          21           64          110          237
Blue Chip Stock Series......................................          25           77          132          282
Value Series................................................          24           73          125          267
</TABLE>
 
 --------------------------
 
     * For  purposes  of  these examples,  the  effect of  the  annual Contract
       administration charge  has  been computed  based  on the  average  total
       Contract  Value  of  all  outstanding Contracts  during  the  year ended
       December 31,  1995  and  the  total actual  amount  of  annual  Contract
       administration charges collected during the year.
 
                        --------------------------------
 
 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,  prescribed by  the SEC,  are included  to
 assist Contract Owners in understanding the transaction and operating expenses
 imposed  directly or indirectly under the Contracts and Fortis Series. Amounts
 for state premium taxes  or similar assessments will  also be deducted,  where
 applicable.
 
 See Appendix B for an explanation of the calculation set forth above.
 
                                       5
<PAGE>
SUMMARY
 
The   following  summary  should  be  read  in  conjunction  with  the  detailed
information in this  Prospectus. This  Prospectus generally  describes only  the
portion  of the Contract involving the Separate Account. For a brief description
of Fortis Benefits' Fixed Account, please  refer to the heading "Fixed  Account"
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  Contract,  as
appropriate.
 
The Contract is 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 Contract.
 
PURCHASE PAYMENTS
For individual Contracts, each initial or subsequent purchase payment must be at
least  $50.  For contracts  issued in  connection with  a benefit  plan covering
employees, the initial and subsequent purchase payments under each Contract must
at all times average at least $50 and in no case be less than $25. No additional
purchase payments are required, if  the Contract Value is  at least $500 by  the
end of the first Contract year and at least $1,000 by the end of second Contract
year  and at  all times  thereafter. See  "Issuance of  a Contract  and Purchase
Payments."
 
On the Contract Date, the initial purchase payment is allocated, as specified by
the Contract  Owner  in the  Contract  application, among  one  or more  of  the
Subaccounts  of  the Separate  Account, or  to  the Fixed  Account, or  to both.
Subsequent purchase  payments are  allocated in  the same  way, or  pursuant  to
different  allocation  percentages  that  the  Contract  Owner  may subsequently
request.
 
SEPARATE ACCOUNT INVESTMENT OPTIONS
Each of  the  Subaccounts  of  the  Separate Account  invests  in  shares  of  a
corresponding  Portfolio of Fortis  Series. The investment  objective of each of
the Subaccounts of the Separate Account and that of the corresponding  Portfolio
of Fortis Series is the same.
 
Contract  Value in each of the Subaccounts  of the Separate Account will vary to
reflect the investment experience of each  of the corresponding Series, 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. For  providing
investment management services to the Portfolios, Fortis Advisers, Inc. receives
fees from Fortis Series based on the average daily net assets of each Portfolio.
The Portfolios also bear most of their other expenses. A full description of the
Portfolios  and their investment objectives, policies  and risks can be found in
the current Prospectus for Fortis Series, which accompanies this Prospectus, and
Fortis Series'  Statement of  Additional Information,  which is  available  upon
request.
 
TRANSFERS
During  the Accumulation Period, you  can transfer all or  part of your Contract
Value from one Subaccount  to another or into  the Fixed Account.  Additionally,
during  the accumulation period  we may, in our  discretion, permit a continuing
request for transfers of  specified amounts automatically  on a periodic  basis.
There is currently no charge for any of 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 Contract Values--Transfers."
 
TOTAL OR PARTIAL SURRENDERS
All or  part of  the Contract  Value of  a Contract  may be  surrendered by  the
Contract  Owner  before the  earlier  of the  Annuitant's  death or  the Annuity
Commencement Date. Amounts surrendered may be subject to a surrender charge  and
total   surrenders  may   not  be  made   without  application   of  the  annual
administrative charge if the Contract Value is less than $25,000. See "Total and
Partial Surrenders,"  "Surrender  Charge" and  "Annual  Administrative  Charge."
Particular  attention should be  paid to the tax  implications of any surrender,
including possible  penalties  for  premature distributions.  See  "Federal  Tax
Matters."
 
LOANS UNDER CERTAIN QUALIFIED CONTRACTS
If  a Contract is qualified  under Section 403(b) of  the Internal Revenue Code,
Contract Owners may take out loans from Fortis Benefits during the  Accumulation
Period.  There are  limits on  the amount of  such loans,  and the  loan will be
secured by the Contract. Principal and interest on a loan must in most cases  be
paid  over  a five  year period,  and failure  to make  these payments  may have
adverse tax consequences.  For a  more detailed  discussion of  these and  other
terms and conditions of Contract loans, see "Accumulation Period--Contract Loans
(Section 403(b) Qualified Contracts Only)."
 
CHARGES AND DEDUCTIONS
Fortis  Benefits deducts daily charges at a rate of 1.25% per annum of the value
of the average net assets in the Separate Account for the mortality and  expense
risks  it assumes and .10% per  annum of the value of  the average net assets in
the Separate Account  to cover certain  administrative expenses. See  "Mortality
and  Expense Risk Charge" and "Administrative  Expense Charge" under the heading
"Charges Against the Separate Account."
 
In order  to  permit investment  of  the  entire Net  Purchase  Payment,  Fortis
Benefits  does not deduct  sales charges at  the time of  investment. However, a
surrender charge  is imposed  on  certain total  or  partial surrenders  of  the
Contract to help defray expenses relating to the sale of the Contract, including
commissions  to  registered  representatives  and  other  promotional  expenses.
Certain amounts  may be  surrendered  without the  imposition of  any  surrender
charge.  The amount  of such charge-free  surrender depends on  how recently the
purchase payments  to  which the  surrender  relates were  made.  The  aggregate
surrender charges will never exceed 5% of the purchase payments made to date.
 
There   is  also  an  annual  administrative   charge  each  year  for  Contract
administration and maintenance.  This charge  is $35  per year  (subject to  any
applicable  state law  limitations) and is  deducted on each  anniversary of the
Contract Date and upon total surrender  of the Contract. Currently, this  charge
is not deducted during the Annuity Period. This charge will be waived during the
Accumulation  Period if the Contract  Value at the end  of the Contract year (or
upon total surrender) is $25,000 or more.
 
Certain  states  and  other  jurisdictions  impose  premium  taxes  or   similar
assessments  upon Fortis Benefits, either at the time purchase payments are made
or when Contract  Value is applied  to an  annuity option. Where  such taxes  or
assessments  are imposed  by your  state or  other jurisdiction  upon receipt of
purchase payments, we will deduct a  charge for these amounts from the  Contract
Value upon surrender, death of the Annuitant or Contract Owner, or annuitization
of the
 
                                       6
<PAGE>
Contract.  In jurisdictions where  such taxes or assessments  are imposed at the
time of annuitization, we will deduct a charge for such amounts at that time.
 
ANNUITY PAYMENTS
The Contract provides several types of  annuity benefits to Annuitants or  their
Beneficiaries,  including Fixed and Variable Annuity Options. The Contract Owner
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 Contract  Owner dies prior  to the  Annuity
Commencement  Date,  a  death  benefit  is payable  to  the  Beneficiary  of the
Contract. See "Benefit Payable on Death of Annuitant or Contract Owner."
 
RIGHT TO EXAMINE THE CONTRACT
The Contract Owner has a right to  examine the Contract. The Contract Owner  can
cancel  the  Contract  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 Contract. 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 pay  you the then current Contract Value.
However, if applicable  state law so  requires the full  amount of the  purchase
payments received by Fortis Benefits will be refunded.
 
LIMITATIONS IMPOSED BY RETIREMENT PLANS
Certain  rights a Contract  Owner would otherwise  have under a  Contract may be
limited by the terms of any employee  benefit plan in connection with which  the
Contract  is issued.  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 Contract is issued.
 
TAX IMPLICATIONS
The  tax  implications for  Contract Owners,  Annuitants and  Beneficiaries, 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
Contract  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 or the  Contract should be directed to your  sales
representative,  or  Fortis Benefits'  Home Office:  P.O.  Box 64272,  St. Paul,
Minnesota 55164;  1-800-800-2638 (Ext.  3057). For  certain current  information
relating  to Contract Values  such as Subaccount unit  values, interest rates in
the Fixed Account,  and your  Contract Value, call  1-800-800-2638 (ext.  5448).
Purchase payments and Written Requests should be mailed or delivered to the same
Home  Office address. All communications should include the Contract number, the
Contract Owner's name and,  if different, the Annuitant's  name. The number  for
telephone transfers is 1-800-800-2638 (Ext. 3057).
 
Any  purchase  payment  or  other communication,  except  a  10-day cancellation
notice, is deemed received at Fortis Benefits' 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.
 
- --------------------------------------------------------------------------------
 
                                       7
<PAGE>
FINANCIAL AND PERFORMANCE INFORMATION
The  information presented below reflects  the Accumulation Unit information for
subaccounts of  the Separate  Account through  December 31,  1995.  Accumulation
units have been rounded to the nearest whole unit.
<TABLE>
<CAPTION>
                                           U.S.                                                  GLOBAL
                                MONEY      GOV'T    DIVERSIFIED  GLOBAL     HIGH       ASSET      ASSET     GROWTH     GLOBAL
                               MARKET    SECURITIES  INCOME      BOND       YIELD    ALLOCATION ALLOCATION & INCOME    GROWTH
                              ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>                           <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
December 31, 1995
  Accumulation Units in
   Force....................  26,915,976 10,989,914 59,213,865   574,142  2,321,419  148,700,081 1,117,596 4,204,163  10,769,830
  Accumulation Unit
   Values...................  $1.367592  $15.805335 $1.753817  $11.743159 $10.941082 $2.134216  $11.590086 $12.904129 $15.754217
January 1, 1995*
  Accumulation Unit
   Values...................     --         --         --      $10.000000    --         --      $10.000000    --         --
December 31, 1994
  Accumulation Units in
   Force....................  30,697,764 12,271,738 62,744,615    --      1,216,957  137,642,102    --     1,489,517  10,055,959
  Accumulation Unit Value...  $1.311084  $13.483809 $1.515603     --      $9.834134  $1.773397     --      $10.083309 $12.236773
May 1, 1994*
  Accumulation Unit Value...                                                  10.00                            10.00
December 31, 1993
  Accumulation Units in
   Force....................  21,315,022 15,601,818 56,005,709    --         --      106,834,367    --        --      5,108,957
  Accumulation Unit Value...    $1.2789   $14.6095    $1.6211     --         --        $1.7970     --         --       $12.7842
December 31, 1992
  Accumulation Units in
   Force....................  20,674,556 9,505,984  19,353,521    --         --      49,688,937    --         --        698,720
  Accumulation Unit Value...     $1.261    $13.529     $1.457     --         --         $1.665     --         --        $10.989
May 1, 1992*
  Accumulation Unit Value...     --         --         --         --         --         --         --         --          10.00
December 31, 1991
  Accumulation Units in
   Force....................  7,235,168  3,595,759  6,056,976     --         --      17,772,323    --         --         --
  Accumulation Unit Value...     $1.237    $12.922     $1.379     --         --         $1.578     --         --         --
December 31, 1990
  Accumulation Units in
   Force....................  5,632,146    747,992  2,352,517     --         --      8,249,373     --         --         --
  Accumulation Unit Value...     $1.184    $11.450     $1.220     --         --         $1.253     --         --         --
December 31, 1989
  Accumulation Units in
   Force....................    754,306     70,701  1,306,717     --         --      2,760,936     --         --         --
  Accumulation Unit Value...     $1.112    $10.756     $1.140     --         --         $1.245     --         --         --
May 1, 1989*
  Accumulation Unit Value...     --        $10.000     --         --         --         --         --         --         --
December 31, 1988
  Accumulation Units in
   Force....................     92,261     --        493,007     --         --        703,763     --         --         --
  Accumulation Unit Value...     $1.030     --         $1.025     --         --         $1.020     --         --         --
May 2, 1988*
  Accumulation Unit Value...     $1.000     --         $1.000     --         --        $10.000     --         --         --
 
<CAPTION>
 
                              INTERNATIONAL  GROWTH   AGGRESSIVE
                                 STOCK       STOCK     GROWTH
                              -----------  ---------  ---------
<S>                           <C>          <C>        <C>
December 31, 1995
  Accumulation Units in
   Force....................    1,157,063  160,247,280 3,033,587
  Accumulation Unit
   Values...................   $11.271900  $2.587482  $12.461083
January 1, 1995*
  Accumulation Unit
   Values...................   $10.000000     --         --
December 31, 1994
  Accumulation Units in
   Force....................      --       148,657,108 1,155,647
  Accumulation Unit Value...      --       $2.054211  $9.723523
May 1, 1994*
  Accumulation Unit Value...                              10.00
December 31, 1993
  Accumulation Units in
   Force....................      --       118,720,649    --
  Accumulation Unit Value...      --         $2.1425     --
December 31, 1992
  Accumulation Units in
   Force....................      --       79,582,321    --
  Accumulation Unit Value...      --          $1.996     --
May 1, 1992*
  Accumulation Unit Value...      --          --         --
December 31, 1991
  Accumulation Units in
   Force....................      --       42,946,178    --
  Accumulation Unit Value...      --          $1.966     --
December 31, 1990
  Accumulation Units in
   Force....................      --       14,690,313    --
  Accumulation Unit Value...      --          $1.298     --
December 31, 1989
  Accumulation Units in
   Force....................      --       3,507,971     --
  Accumulation Unit Value...      --          $1.358     --
May 1, 1989*
  Accumulation Unit Value...      --          --         --
December 31, 1988
  Accumulation Units in
   Force....................      --         684,667     --
  Accumulation Unit Value...      --          $1.008     --
May 2, 1988*
  Accumulation Unit Value...      --          $1.000     --
</TABLE>
 
- ------------------------------
*Accumulation Unit Value at Date of initial registration effectiveness.
 
                                       8
<PAGE>
Audited  financial statements  of the Separate  Account and  Fortis Benefits 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  Separate 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 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.
 
FORTIS BENEFITS AND THE SEPARATE
ACCOUNT
 
FORTIS BENEFITS/FORTIS FINANCIAL GROUP MEMBER
Fortis  Benefits Insurance Company,  the issuer of the  Policies, was founded in
1910. At the end of 1995, Fortis Benefits had approximately $86 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, life insurance and disability  income
products.
 
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
$140 billion in assets as of year-end 1995.
 
All   of  the  guarantees  and  commitments  under  the  Contracts  are  general
obligations of Fortis  Benefits, regardless  of whether the  Contract 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 Contracts.
 
THE SEPARATE ACCOUNT
The Separate  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. The assets allocated  to
the Separate Account are the exclusive property of Fortis Benefits. Although the
Separate Account is an integral part of Fortis Benefits, the Separate Account is
registered  with the  Securities and  Exchange Commission  as a  unit investment
trust under the Investment  Company Act of 1940.  Registration does not  involve
supervision  of  the  management  or investment  practices  or  policies  of the
Separate  Account  or  of  Fortis  Benefits  by  the  Securities  and   Exchange
Commission.
 
All  income, gains and losses, whether or not realized, from assets allocated to
the Separate Account  are credited to  or charged against  the Separate  Account
without  regard to other income,  gains or losses of  Fortis Benefits. Assets in
the  Separate  Account  representing  reserves  and  liabilities  will  not   be
chargeable  with  liabilities  arising  out  of  any  other  business  of Fortis
Benefits. Fortis Benefits may accumulate  in the Separate Account proceeds  from
charges  under variable  annuity contracts  and other  amounts in  excess of the
Separate Account assets representing  reserves and liabilities. Fortis  Benefits
may  from  time to  time  transfer to  its General  Account  any of  such excess
amounts.
 
There are Subaccounts in the Separate Account. The assets in each Subaccount are
invested exclusively in a distinct class  (or series) of stock issued by  Fortis
Series,  each of which represents a  separate investment Portfolio within Fortis
Series. Income and both realized and unrealized gains or losses from the  assets
of  each Subaccount of the  Separate Account are credited  to or charged against
that Subaccount  without  regard to  income,  gains  or losses  from  any  other
Subaccount  of the Separate Account or arising  out of any other business we may
conduct. Under certain remote  circumstances, the assets  of one Subaccount  may
not  be  insulated  from  liability  associated  with  another  Subaccount.  New
Subaccounts may be added as new Portfolios  are added to Fortis Series and  made
available  to Contract Owners. Correspondingly, if any Portfolios are eliminated
from Fortis Series, Subaccounts may be eliminated from the Separate Account.
 
FORTIS SERIES FUND, INC.
Fortis Series is a  "series" type of  mutual fund which  is registered with  the
Securities   and  Exchange  Commission  as  a  diversified  open-end  management
investment company under the Investment Company  Act of 1940. Fortis Series  has
served  as the  investment medium  for the  Separate Account  since the Separate
Account commenced operations. Fortis  Series 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 Contract Owners  and life insurance  policy owners, Fortis Series'
Board  of  Directors  will  monitor  to  identify  any  material  irreconcilable
conflicts that 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 Fortis  Series' shares  for the Separate
Account at  their  net  asset value  without  the  imposition of  any  sales  or
redemption  charges. Such shares represent interests in the Portfolios of Fortis
Series  available  for  investment  by  the  Separate  Account.  Each  Portfolio
corresponds  to one of  the Subaccounts of  the Separate Account.  The assets of
each Portfolio  are separate  from the  others  and each  Series 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  Contracts  are
automatically reinvested in shares of the Portfolio from which they are received
at  that  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  that Portfolio.  However,  the value  of the
interests of Contract Owners, Annuitants and Beneficiaries in the  corresponding
Subaccount will not change as a result of any such dividends and distributions.
 
The Portfolios of Fortis Series available for investment by the Separate 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,
 
                                       9
<PAGE>
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, their charges, the risks  attendant to investing in them,  and
other  aspects of  their operations  is contained  in the  Prospectus for Fortis
Series  accompanying  this  Prospectus  and  in  the  Statement  of   Additional
Information  for Fortis Series  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 Diversified Income
Series and Asset Allocation Series should  be read before selection of them  for
Contract Investment.
 
ACCUMULATION PERIOD
 
ISSUANCE OF A CONTRACT AND PURCHASE PAYMENTS
Fortis  Benefits reserves the right to reject  any application for a Contract 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 $50.
 
The date that the  initial purchase payment  is applied to  the purchase of  the
Contract  is the Contract Date. The Contract  Date is the date used to determine
Contract years, regardless of when the  Contract is delivered. The crediting  of
investment  experience in the Separate Account, or a fixed rate of return in the
Fixed Account, begins as of the Contract Date, even if that date is delayed  due
to underwriting or administrative requirements.
 
We  will accept additional purchase payments at any time after the Contract 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
Contracts   and  accounts  to  be  credited  with  purchase  payments)  must  be
transmitted to our Home Office. Additional purchase payments are credited to the
Contract and added to the Contract Value  as of the end of the Valuation  Period
in which they are received.
 
Each  additional  purchase payment  must  be at  least  $50; except  that, under
Contracts issued in  connection with a  benefit plan covering  employees, it  is
sufficient  that all purchase payments under  each Contract at all times average
$50. In no case, however, will a purchase payment be accepted if it is less than
$25, and we reserve the right to raise  this minimum to not more than $100.  The
total  of  all  purchase  payments  for all  Contracts  having  the  same owner,
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 Contract  Owner that 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.
 
We may cancel a Contract  if its Contract Value  falls below $1,000. (Under  our
current administrative procedures, however, we will not cancel a Contract during
the  first two Contract years, if the Contract Value is at least $500 by the end
of the first Contract year.)  We will provide the  Contract Owner with 90  days'
written  notice so  that additional  purchase payments may  be made  in order to
raise the Contract Value above the applicable minimum. Otherwise, we may  cancel
the  Contract as  of the  end of  the Valuation  Period which  includes the next
anniversary of  the Contract  Date. We  will consider  this a  surrender of  the
Contract  and impose  the same  charges we  would impose  upon a  surrender. See
"Total and Partial  Surrenders." So  long as  the Contract  Value remains  above
$1,000, no additional purchase payments under a Contract are ever required.
 
CONTRACT VALUE
Contract Value is the total of any Separate Account Value in all the Subaccounts
of  the Separate Account  pursuant to a  Contract, plus any  Fixed Account Value
under the Contract. For a discussion  of how Fixed Account Value is  calculated,
see "The Fixed Account."
 
There  is no  guaranteed minimum  Separate Account  Value. The  Separate Account
Value will reflect the  investment experience of the  chosen Subaccounts of  the
Separate  Account, all purchase  payments made, any  partial surrenders, and all
charges assessed  in  connection  with the  Contract.  Therefore,  the  Separate
Account  Value changes from Valuation Period  to Valuation Period. To the extent
Contract Value is allocated  to the Separate Account,  the Contract Owner  bears
the entire investment risk.
 
DETERMINATION  OF SEPARATE ACCOUNT VALUE. A Contract's Separate 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. Net purchase payments applied to
a given Subaccount will be used to purchase Accumulation Units at the unit value
of  that Subaccount  next determined  after receipt  of a  purchase payment. See
"Allocation of  Purchase Payments  and  Contract Value--Allocation  of  Purchase
Payments."
 
At  the end of  any Valuation Period,  a Contract's Separate  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:
 
    - The initial Accumulation Units purchased on the
Contract Date; plus
 
    - Accumulation Units purchased at the time that
additional Net Purchase Payments are allocated to the Subaccount; plus
 
    - Accumulation Units purchased through transfers from
      another Subaccount or from the Fixed Account; less
 
    - Accumulation    Units   redeemed   to   pay   for   the   portion   of
      any partial surrenders allocated to the Subaccount; less
 
    - Accumulation   Units   redeemed   as    part   of   a   transfer    to
      another Subaccount or to the Fixed Account; less
 
    - Accumulation    Units    redeemed   to    pay   charges    under   the
      Contract.
 
NET INVESTMENT  FACTOR. A  Subaccount's net  investment factor  for a  Valuation
Period  is an index number  that reflects certain charges  to a Contract and the
investment performance of the Subaccount during the Valuation Period. If the 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
 
                                       10
<PAGE>
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 operations of  the Subaccount or  any other taxes
which are attributable to the Contract, 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.
 
ALLOCATION OF PURCHASE PAYMENTS AND CONTRACT VALUE
 
ALLOCATION OF PURCHASE PAYMENTS. In the application for a Contract, the Contract
Owner  can allocate Net Purchase Payments, or portions thereof, to the available
Subaccounts  of  the  Separate  Account  or  to  the  Fixed  Account,  or  both.
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 Contract Owner's Written Request.
 
TRANSFERS.  Transfers of Contract Value from one available Subaccount to another
or into the Fixed Account can be  made by the Contract Owner by Written  Request
to  Fortis Benefits' Home  Office, or by telephone  transfer as described below.
There is currently no charge for any transfer. All or part of the Contract Value
in one or more  Subaccounts of the  Separate Account may  be transferred at  one
time.  We  may  in our  discretion  permit  a continuing  request  for transfers
automatically and 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  out  of  a  Subaccount  during the
Accumulation Period. The only current restriction on the frequency of  transfers
is a prohibition of making transfers INTO the Fixed Account within six months of
a  transfer out of the Fixed Account. Transfers of Contract Value FROM the Fixed
Account are  restricted in  both amount  and timing.  See "Fixed  Account--Fixed
Account  Transfers, Total and  Partial Surrenders." We  will count all transfers
between and among the Subaccounts of the Separate 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.
 
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 geniune, 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 1-800-800-2638 (Ext. 3057).
 
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  Contract Owner 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 Contract 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 Contract 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 less any applicable administrative charge. For a discussion of these
charges and the circumstances under which they apply, see "Annual Administrative
Charge" and "Surrender Charge."
 
The written consent  of all collateral  assignees and irrevocable  beneficiaries
must  be obtained  prior to  any total  surrender. Surrenders  from the Separate
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."
 
Since the Contract  Owner assumes the  investment risk with  respect to  amounts
allocated to the Separate Account, and because certain surrenders are subject to
a  surrender charge, 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 Contract Value  is zero all  rights of  the
Contract Owner, Annuitant, and any Beneficiary, will terminate.
 
PARTIAL  SURRENDERS.  At any  time prior  to the  Annuity Commencement  Date and
during the lifetime of the Annuitant, you  may surrender a portion of the  Fixed
Account  Value and/or the Separate Account  Value by sending to Fortis Benefits'
Home Office a  Written Request. The  minimum partial surrender  amount is  $500,
including any surrender charge. If the total Contract Value in both the Separate
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
Contract. (Under our current administrative procedures, however, we will honor a
surrender request during  the first  two Contract  years without  regard to  the
remaining Contract Value.)
 
In  order for a  request to be  processed, the Contract  Owner MUST specify from
which Subaccounts  of  the Separate  Account  or  the Fixed  Account  a  partial
surrender should be made and charges deducted.
 
We  will surrender Accumulation  Units from the Separate  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 plus any  applicable
surrender  charge. 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."
 
                                       11
<PAGE>
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 Contracts  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.)  This restriction does not apply
to amounts  transferred  to another  investment  alternative permitted  under  a
Section  403(b)  retirement arrangement  or to  amounts attributable  to premium
payments received prior to January 1, 1989.
 
BENEFIT PAYABLE ON DEATH OF ANNUITANT OR CONTRACT OWNER
If the Annuitant or Contract Owner 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. The death
benefit will equal the greater of:
 
                            (1)
    the  sum   of   all   Net   Purchase   Payments   made,   less   all   prior
surrenders  (other  than  any  automatic  surrenders  made  to  pay  the  annual
    administrative charge) and previously-imposed surrender charges,
 
                            (2)
    the  Contract  Value   as  of   the  date   used  for   valuing  the   death
    benefit, or
 
    the    Contract    Value(3) (less    the    amount    of    any   subsequent
surrenders and surrender  charges) as  of the Contract's  Five Year  Anniversary
    immediately  preceding the earlier  of (a) the  date of death  of either the
    Contract Owner or the Annuitant, or (b) the date either first reaches his or
    her 75th birthday. (See Appendix A for sample death benefit calculations.)
 
The death benefit may be reduced by premium taxes where such taxes were  imposed
upon  receipt of purchase payments and were paid by Fortis Benefits in behalf of
the   Contract   Owner.    For   further   information,    see   "Charges    and
Deductions--Premium Taxes."
 
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
Contract, or (b) select an annuity option. If the Beneficiary selects an annuity
option,  he or she will have all the rights and privileges of an Annuitant under
the Contract. 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; a written statement by a medical doctor who attended
the deceased at the time of death.
 
If the  Contract  Owner  dies  before  the  Annuitant  and  before  the  Annuity
Commencement  Date with respect to  a Non-Qualified Contract, certain additional
requirements are  mandated by  the Internal  Revenue Code,  which are  discussed
below  under  "Federal Tax  Matters--  Required Distributions  for Non-Qualified
Contracts." It is imperative  that Written Notice of  the death of the  Contract
Owner  be promptly transmitted  to Fortis Benefits  at its Home  Office, so that
arrangements can be made for distribution of the entire interest in the Contract
to the  Beneficiary  in  a  manner that  satisfies  the  Internal  Revenue  Code
requirements.  Failure to satisfy these requirements  may result in the Contract
not being treated as an annuity contract for federal income tax purposes,  which
could have adverse tax consequences.
 
CONTRACT LOANS (SECTION 403(B) QUALIFIED CONTRACTS ONLY)
During  the Accumulation Period,  a Contract Owner  may request a  loan from the
Contract Value.  If  the  loan  meets  the  amount  and  repayment  requirements
described  below, it will not  be reported to the  Internal Revenue Service as a
taxable distribution. Forms provided by us must be used to apply for a  Contract
Loan. You can obtain these forms from our Home Office.
 
Any loan will be secured by a security interest in the Contract. An amount equal
to  the loan will be held  in the Fixed Account, where  it will be credited with
the otherwise applicable Fixed Account interest rates, until the loan is repaid.
If necessary, this amount will be transferred from the Subaccounts to the  Fixed
Account.  In this  case, the  Contract Owner  must specify  the Subaccounts from
which such amount will  be transferred or  the loan will  not be processed.  The
loan  and any related  transfers will be  effective at the  end of the Valuation
Period in  which Fortis  Benefits  receives at  its  Home Office  all  necessary
documentation  in  connection  with  the loan  request.  Loan  proceeds  will be
forwarded within seven days thereafter.
 
There is  a loan  administrative fee  of $100  for each  loan. The  fee will  be
deducted  from the  loan proceeds  unless it  is submitted  along with  the loan
application. It is not  expected that the revenues  from these fees will  exceed
the costs of establishing and administering the Contract loan feature.
 
Only  one outstanding loan  at a time is  permitted. The loan  amount must be at
least $1,000.00. The loan amount  may not, at the date  of the loan, exceed  the
lesser  of: (a) 50% of the Contract Value  or (b) $50,000 reduced by the highest
outstanding loan balance  in the previous  12 months. The  50% limitation  above
described  is further modified, if its application results in a calculated limit
of less than $10,000, for a Contract which is a part of a plan of a governmental
employer, a plan of  a church, or a  salary reduction contribution-only  Section
403(b)   plan  satisfying  the  diversification  requirements  of  the  Employee
Retirement Income  Securities Act  of 1974.  If in  the application  of the  50%
limitation  above described for such  a Contract a loan  limitation of less than
$10,000 results, the  following limitation is  applicable in lieu  of the  above
described  50% limitation (in addition to  the loan limitation designated as (b)
above): the lesser  of (1) $10,000  or (2)  the Contract Value  less one  year's
interest  on the loan. Loans  issued to the Contract  Owner under other plans of
the same employer  may, under Internal  Revenue Service rules,  reduce the  loan
available under this Contract.
 
The  loan  will  have an  adjustable  interest  rate that  may  be  increased or
decreased during the loan period. The loan interest rate will be set annually by
Fortis Benefits on July 1. The rate set  will not exceed the greater of (a)  the
published  monthly  average  of Moody's  Corporate  Bond  Yield Average--Monthly
Average Corporates for  the preceding April  or (b) the  weighted average  Fixed
Account  interest rate being credited to the Contracts as of the preceding April
30 plus 1%.
 
Repayment of  principal and  interest must  be amortized  in no  more than  five
years.  However, loans  taken for the  acquisition of  the Annuitant's principal
residence may be repaid over a period of 1 to 30 years. Whether or not the  loan
has  been used to acquire  a principal residence, interest  paid on this loan is
"personal interest" as defined in the Internal Revenue Code.
 
                                       12
<PAGE>
The loan must be repaid in quarterly installments of principal and interest  and
may be prepaid at any time. The repayment due dates and installment amounts will
be  provided in a repayment schedule  sent to you at least  30 days prior to the
installment due date.
 
If any loan amount is outstanding on the Annuity Commencement Date, we have  the
right to treat that amount as a partial surrender in the manner discussed above.
If the Annuitant or Contract Owner dies before the Annuity Commencement Date, we
reserve the right to deduct any amount owed to us from the death benefit.
 
Any  unpaid loan  and accrued  interest are deemed  to reduce  the Fixed Account
Value, and, to this extent, withdrawals and transfers from the Fixed Account are
restricted while a Contract loan is outstanding. When the loan is fully  repaid,
amounts  held in the Fixed  Account can be transferred  or withdrawn, subject to
the otherwise generally applicable  terms and conditions  for such transfers  or
withdrawals.
 
Contract  loans are  subject to conditions  and requirements  under the Internal
Revenue Code  and,  where  applicable,  ERISA,  as well  as  the  terms  of  any
retirement  plan in  connection with which  the Contract has  been acquired. For
example, if loan  payments are not  made when due,  or if we  otherwise find  it
necessary  to  exercise our  rights to  use all  or  part of  the value  under a
Contract to repay a Contract loan, serious adverse tax consequences may  result.
The tax and ERISA rules relating to Contract loans are complex and in many cases
unclear.  For  these  reasons,  and  because the  rules  vary  depending  on the
individual  circumstances  of  each  Contract,  Fortis  Benefits  cautions  that
employers  and  Contract  Owners should  take  particular care  to  consult with
qualified advisers before taking action with respect to Contract loans.
 
THE ANNUITY PERIOD
 
ANNUITY COMMENCEMENT DATE
The Contract Owner may specify an Annuity Commencement Date in the  application.
The  Annuity Commencement Date marks the beginning of the period during which an
Annuitant receives annuity  payments under the  Contract. 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. Except  for
contracts  issued in  connection with life  insurance policies  issued by Fortis
Benefits, the Annuity  Commencement Date must  be at least  two years after  the
Contract Date.
 
Depending  on  the type  of retirement  arrangement in  connection with  which a
Contract is issued, 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 for the  Contract Owner to  advance or defer  the Annuity Commencement
Date, the Contract Owner  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 Contract  Value at the  end of  the Valuation Period  which contains the
Annuity Commencement Date is  less than $5,000, we  may pay the entire  Contract
Value,  without  the imposition  of  any charges  other  than premium  taxes, if
applicable, in  a  single  sum  payment  to  the  Annuitant  or  other  properly
designated payee and cancel the Contract.
 
Otherwise,  Fortis Benefits will apply (1) the  Fixed Account Value to provide a
Fixed Annuity Option  and (2) the  Separate Account Value  in any Subaccount  to
provide a Variable Annuity Option using the same Subaccount, unless the Contract
Owner  has notified us by  Written Request to apply  the Fixed Account Value and
Separate 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 any annuity  payment so  that each payment  will be at
least $50. 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 Contract 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  benefit  plans,  is  set  forth  under  "Calculation  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, except to  the extent  that we  reserve the  right to  impose the  $35
annual  administrative expense  charge during the  Annuity Period just  as we do
during the Accumulation Period.
 
TRANSFERS. During the Annuity Period, the person receiving annuity payments  may
make  up to four transfers  a year among Subaccounts  or from Subaccounts to the
Fixed Account.  The current  procedures  for these  transfers  are the  same  as
described   above   under  "Allocation   of   Purchase  Payments   and  Contract
Value--Transfers." Transfers out of the  Fixed Account are not permitted  during
the Annuity Period.
 
ANNUITY FORMS
The  Contract Owner 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. Only  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
 
                                       13
<PAGE>
below), with payments guaranteed for 10  years. If the Contract is issued  under
certain retirement plans, however, federal pension law may require that payments
be  made pursuant to  Option D (described below),  unless otherwise elected. 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  OR  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  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 Contracts
are  described   under   "Federal  Tax   Matters--Required   Distributions   for
Non-qualified  Contracts".  Though the  rules there  described  do not  apply to
Contracts issued in connection with qualified plans, similar rules apply to  the
plans themselves.
 
CHARGES AND DEDUCTIONS
 
The charges that we assess in connection with the Contracts are described below.
 
PREMIUM TAXES
The  states of South Dakota and Wyoming impose a premium tax upon the receipt of
a purchase payment.  In those  states, and in  any other  state or  jurisdiction
where  premium  taxes or  similar assessments  are imposed  upon the  receipt of
purchase payments, Fortis  Benefits pays such  taxes on behalf  of the  Contract
Owner  and then will deduct  a charge for these  amounts from the Contract Value
upon the surrender, death of the  Annuitant or Contract Owner, or  annuitization
of the Contract. 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  Contract 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
Separate Account Value in each Subaccount. Similarly, Fortis Benefits may deduct
premium taxes from the Contract Value  when no deduction was made from  purchase
payments,  but is subsequently determined to be due. Conversely, Fortis Benefits
will credit to Contract 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 Contract Owner's then-current place
of  residence. Currently, premium taxes and similar assessments range from 0% to
3.5% of purchase payments or the amount annuitized. Applicable rates are subject
to change by legislation, administrative interpretations or judicial acts.
 
ANNUAL ADMINISTRATIVE CHARGE
A $35  annual administrative  charge is  deducted each  Contract year  from  the
Contract  Value on each anniversary  of the Contract Date.  (This charge will be
lower to the extent  legally required in  some states.) This  charge is to  help
cover  administrative  costs  such  as  those  incurred  in  issuing  Contracts,
establishing  and  maintaining  the   records  relating  to  Contracts,   making
regulatory  filings and  furnishing confirmation  notices, voting  materials and
other communications, providing computer, actuarial and accounting services, and
processing Contract  transactions. We  do not  anticipate any  profit from  this
charge. This charge will initially be waived during the Annuity Period, although
Fortis  Benefits reserves the right  to reinstitute it at  any time. This charge
will be waived during the Accumulation Period  if the Contract Value at the  end
of the Contract Year (or upon total surrender) is $25,000 or more.
 
The  annual administrative charge will be deducted by redemption of Accumulation
Units from each Subaccount of the Separate Account and from the Fixed Account in
the same proportion as the then-current  Contract Value is then allocated  among
those  alternatives  pursuant  to  the  Contract.  If  the  Contract  is totally
surrendered, the full annual administrative charge will be deducted at the  time
of surrender if the Contract Value is less than $25,000 at such time.
 
CHARGES AGAINST THE SEPARATE ACCOUNT
Certain  charges will be assessed as a percentage of the value of the net assets
of the  Separate Account  to compensate  Fortis Benefits  for risks  assumed  in
connection with the Contract, and administrative expenses which may apply to the
Separate Account.
 
MORTALITY  AND  EXPENSE  RISK CHARGE.  We  will  assess each  Subaccount  of the
Separate 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 Separate  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  Contract. This charge  is assessed daily  when determining the  value of an
Accumulation Unit.
 
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  Contract)  for the  full  life of  all  Annuitants
regardless  of how long  all Annuitants or any  individual Annuitant might live.
This undertaking assures that neither an
 
                                       14
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Annuitant's own longevity, nor an improvement in life expectancy generally, will
have any adverse effect on the annuity payments the Annuitant will receive under
the  Contract. This, therefore, relieves the Annuitant  from the risk that he or
she will outlive the funds accumulated for retirement.
 
In addition, Fortis Benefits bears a mortality risk in that it guarantees to pay
a death benefit  in a single  sum (which  may also be  taken in the  form of  an
annuity  option) upon the death  of an Annuitant or  Contract Owner 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 Contracts will exceed the limits on administrative
charges set in the Contracts.
 
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. The  Company expects a  profit from  the
mortality and expense risk charge.
 
ADMINISTRATIVE  EXPENSE CHARGE. We  will assess each  Subaccount of the Separate
Account with a  daily charge at  a nominal 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. The  daily administrative  expense
charge is assessed to help cover administrative expenses such as those described
above  under "Annual  Administrative Charge."  The daily  administrative expense
charge, like the annual  administrative charge, is  designed to defray  expenses
actually  incurred, without profit. That is, the total anticipated revenues from
both charges, on average, are not  expected to exceed the actual  administrative
costs  incurred by  Fortis Benefits  and its  affiliates. There  is no necessary
relationship between the  amount of  administrative charges imposed  on a  given
Contract and the amount of expenses actually attributable to that Contract.
 
TAX  CHARGE. We currently impose no charge for taxes payable by us in connection
with this Contract, 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  Contracts or the
Separate Account.
 
SURRENDER CHARGE
No sales charge is collected or deducted  at the time Net Purchase Payments  are
applied  under a Contract. 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 Contracts,
including commissions and other promotional or distribution expenses  associated
with  the marketing of the Contracts, and costs associated with the printing and
distribution of prospectuses and sales material.
 
FREE SURRENDERS.  The  following amounts  can  be withdrawn  from  the  Contract
without a surrender charge:
 
    - Any    purchase   payments    received   by   us    more   than   five
      years prior to the  surrender date and that  have not been  previously
      surrendered;
 
    - In   any  Contract   year,  up  to   10%  of   the  purchase  payments
      received by  us less  than  five years  prior  to the  surrender  date
      (whether   or  not   the  purchase   payments  have   been  previously
      surrendered).
 
Purchase payments not subject to a  surrender charge are deemed to be  withdrawn
first.  If all purchase payments have been withdrawn, the remaining earnings can
be withdrawn without a surrender charge. That is, surrender charges do not apply
to Contract earnings. For this purpose, it is assumed that all purchase payments
are withdrawn before earnings are  withdrawn. (For federal income tax  purposes,
however,  certain partial surrenders will be deemed to come first from earnings.
See "Federal Tax Matters.")
 
No surrender charge  is imposed  on annuitization (or  payment of  a single  sum
because  the Contract  Value is  less than  the minimum  required to  provide an
annuity on the Annuity Commencement Date). Nor is the surrender charge  deducted
from  the payment  of any  benefit upon  the death  of an  Annuitant or Contract
Owner.
 
In addition, we  have an administrative  policy to waive  surrender charges  for
full  surrenders of  Contracts 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 Contract Value. Since the Contracts have been offered only since 1988, 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 Contracts.
 
AMOUNT OF SURRENDER  CHARGE. Surrender charges  apply only if  the amount  being
withdrawn exceeds the sum of the amounts listed above under Free Surrenders. The
surrender charge is 5% of the purchase payments withdrawn which were received by
us less than five years prior to the surrender date.
 
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 Fortis
Benefits' 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 Contract 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.
 
This  nursing care/hospitalization  waiver of  surrender charges  is provided by
means of a rider  to the Contract,  which has not been  approved in all  states.
Individuals  applying for  a Contract  should check  with their  Fortis Benefits
representative to determine if this rider is available in their state.
 
MISCELLANEOUS
Because the Separate  Account invests  in shares  of the  Portfolios of  Fortis'
Series,  the  net assets  of the  Separate Account  will reflect  the investment
advisory fees and  certain other expenses  incurred by the  Portfolios that  are
described in the prospectus for Fortis' Series.
 
REDUCTION OF CHARGES
No surrender charge will be imposed under any Contract owned by (A) Fortis, Inc.
or  its subsidiaries, and the following  persons associated with such companies,
if at  the  Contract  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
 
                                       15
<PAGE>
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).
 
The  annual administrative  charge may  be reduced or  waived when  sales of the
contract are made to individuals or groups of individuals in such a manner  that
results  in savings  or reduction  of administrative  expense. In  no event will
reduction or elimination of the annual administrative charge be permitted  where
such reduction or elimination will be unfairly discriminating to any person.
 
FIXED ACCOUNT
 
Contract  Owners may allocate Net Purchase  Payments and transfer Contract Value
to the Fixed Account, in which case such amounts are held in the General Account
of Fortis Benefits. Because of exemptive and exclusionary provisions,  interests
in  the Fixed Account have not been  registered under the Securities Act of 1933
and the Fixed Account has not been registered as an investment company under the
Investment Company Act of 1940. Accordingly,  neither the Fixed Account nor  any
interests  therein are subject to the provisions of these acts and, as a result,
the staff  of  the Securities  and  Exchange  Commission has  not  reviewed  the
disclosures  in  this  Prospectus  relating to  the  Fixed  Account. Disclosures
regarding the  Fixed  Account may,  however,  be subject  to  certain  generally
applicable  provisions of the  federal securities laws  relating to the accuracy
and  completeness  of  statements  made  in  prospectuses.  This  Prospectus  is
generally intended to serve as a disclosure document only for the aspects of the
Contract  involving the Separate Account  and contains only selected information
regarding the Fixed Account. More information regarding the Fixed Account may be
obtained from Fortis Benefits' Home Office or from your sales representative.
 
GENERAL DESCRIPTION
Our obligations with respect to the  Fixed Account are supported by our  General
Account.  Subject to applicable law, we have sole discretion over the investment
of the assets in our General Account.
 
Fortis Benefits guarantees that Contract Value in the Fixed Account will  accrue
interest  at an effective annual rate of  at least 4%, independent of the actual
investment experience of the  General Account. We may,  at our sole  discretion,
credit  higher  rates  of interest,  although  we  are not  obligated  to credit
interest in excess of the guaranteed rate  of 4% per year. Any interest rate  in
excess  of 4% per year with respect to  any amount in the Fixed Account pursuant
to a Contract will not be modified more than once each calendar year. Any higher
rate of interest will  be quoted at  an effective annual rate.  The rate of  any
excess  interest initially  or subsequently credited  to any amount  can in many
cases vary, depending on when that amount was originally allocated to the  Fixed
Account. Once credited, such interest will be guaranteed and will become part of
Contract  Value in the Fixed Account from  which deductions for fees and charges
may be made.
 
Charges under the Contract are  the same as when  the Separate Account is  being
used, except that the 1.35% per annum charged for mortality and expense risk and
administrative expenses is not imposed on amounts of Contract Value in the Fixed
Account.
 
FIXED ACCOUNT VALUE
The  Contract's Fixed Account Value on any Valuation  Date is the sum of the Net
Purchase Payments allocated to  the Fixed Account, plus  any transfers from  the
Separate  Account,  plus  interest  credited  to  the  Fixed  Account,  less any
surrenders, surrender charges or annual administrative charges allocated to  the
Fixed Account or transfers to the Separate Account.
 
FIXED ACCOUNT TRANSFERS, TOTAL AND PARTIAL SURRENDERS
Amounts  in  the Fixed  Account are  generally  subject to  the same  rights and
limitations and will be subject to the same charges as are amounts allocated  to
the  Subaccounts  of the  Separate  Account with  respect  to total  and partial
surrenders. See "Total and Partial Surrenders."
 
Transfers out  of the  Fixed  Account have  special  limitations. Prior  to  the
Annuity  Commencement  Date, Contract  Owners may  transfer part  or all  of the
Contract Value from the Fixed Account to the Separate Account, provided that (1)
no more than one such transfer is made each Contract year, (2) no more than  50%
of the Fixed Account Value is transferred at any time (unless the balance in the
Fixed  Account after the transfer would be less than $1,000, in which case up to
the entire balance may be transferred) and  (3) at least $500 is transferred  at
any one time (or, if less, the entire amount in the Fixed Account). Irrespective
of  the above, we may in our discretion permit a continuing request for transfer
of lesser  specified amounts  automatically  on a  periodic basis.  However,  we
reserve  the  right  to  discontinue  or modify  any  such  arrangements  at our
discretion.
 
No transfers from the Fixed Account  may be made after the Annuity  Commencement
Date.
 
GENERAL PROVISIONS
 
THE CONTRACT
The  Contract, copies of  any applications, amendments,  riders, or endorsements
attached  to  the  Contract,  and  copies  of  any  supplemental   applications,
amendments,  endorsements, or revised Contract pages which are mailed to you are
the entire  Contract. Only  the  President, Secretary  and Registrar  of  Fortis
Benefits  can agree to change or waive  any provisions of a Contract. Any change
or waiver must  be in  writing and  signed by  one of  these representatives  of
Fortis Benefits.
 
The Contracts are non-participating and do not share in dividends or earnings of
Fortis Benefits.
 
POSTPONEMENT OF PAYMENTS
With  respect to amounts in the Subaccounts  of the Separate 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, partial or total surrender or annuity payment, to the extent
dependent on  Accumulation or  Annuity Unit  Values, or  any transfer,  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  Contract, or for  such other periods  as the Securities  and
Exchange Commission may by order permit for the protection of Contract Owners.
 
Fortis  Benefits may  also 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.  Fortis Benefits  may also  defer payment  of surrender proceeds
payable out of the Fixed Account for a period of up to 6 months.
 
                                       16
<PAGE>
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  error or 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 rate of 4% per year.
 
ASSIGNMENT AND OWNERSHIP RIGHTS
Rights and interests under a Qualified Contract may be assigned only in  certain
narrow  circumstances referred  to in  the Contract.  Contract Owners  and other
payees may  assign their  rights and  interests under  Non-Qualified  Contracts,
including their ownership rights.
 
We  take  no responsibility  for the  validity of  any assignment.  An ownership
change 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. Contract Owner, Annuitant and
Beneficiary rights are subject to any assignment of record at the Home Office of
Fortis Benefits. An  assignment or  pledge of a  Contract may  have adverse  tax
consequences. See below under "Federal Tax Matters."
 
BENEFICIARY
Before  the Annuity  Commencement Date  and while  the Annuitant  is living, the
Contract Owner 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 Contract Owner or Annuitant prior to the Annuity
Commencement date the Beneficiary will be determined as follows:
 
    - If  there   is   any   surviving   Contract   Owner,   the   surviving
      Contract  Owner  will be  the  Beneficiary (this  overrides  any other
      beneficiary designation).
 
    - If  there   is   no   surviving  Contract   Owner,   the   Beneficiary
      will be the beneficiary designated by the Contract Owner.
 
    - If   there   is  no   surviving  Contract   Owner  and   no  surviving
      beneficiary who has been  designated by the  Contract Owner, then  the
      estate of the last surviving Contract Owner will be the Beneficiary.
 
REPORTS
We  will mail to  the Contract Owner, at  the last known  address of record, any
reports required by any applicable law or regulation. You should therefore  give
us prompt written notice of any address change. Each Contract Owner will also be
sent  an annual  and a semi-annual  report for Fortis  Series and a  list of the
portfolio securities held in each Portfolio  of Fortis Series. All reports  will
be  mailed to  the person receiving  payments during the  Annuity Period, rather
than to the Contract Owner.
 
RIGHTS RESERVED BY FORTIS BENEFITS
 
Fortis Benefits reserves the right to make certain changes if, in its judgement,
they would best serve the interests  of Contract Owners and Annuitants or  would
be appropriate in carrying out the purposes of the Contract. 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   Separate   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 Separate
      Account.
 
    - To   substitute,   for    the   Portfolio   shares    held   in    any
Subaccount,  the shares of another Portfolio  of Fortis Series 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 Contract as an annuity.
 
    - To   change  the   time  or  times   of  day  at   which  a  Valuation
      Date is deemed to have ended.
 
    - To   make   any   other    necessary   technical   changes   in    the
      Contract  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 Contract  the aggregate  amount of  the types  of  charges
      which Fortis Benefits has guaranteed.
 
DISTRIBUTION
 
The  Contracts will be sold by individuals who, in addition to being licensed by
state insurance authorities to sell the  Contracts of Fortis Benefits, are  also
registered  representatives of Fortis Investors,  Inc. ("Fortis Investors"), the
principal underwriter of  the Contracts 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.
 
As  compensation  for distributing  the Contracts,  Fortis Benefits  pays Fortis
Investors a maximum  of 6.10%  of all purchase  payments plus  .17% annually  of
Contract Values in the Fixed Account and .02% annually of Contract Values in the
Variable  Account. Fortis  Investors pays a  selling allowance not  in excess of
6.10% of purchase payments to other broker-dealer firms or exempt firms who sell
the Contracts. Fortis Investors also  pays servicing fees to broker-dealers  and
exempt  firms  in the  amount of  1/4 of  1%  annually, based  on the  amount of
Contract Value above a certain minimum attributable to that broker-dealer.
 
Fortis Benefits  may,  under  certain flexible  compensation  arrangements,  pay
Fortis  Investors a  lesser or  a greater  selling allowance  and a  larger or a
smaller service fee than as  set forth above, and  Fortis Investors may in  turn
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
actuarially equivalent present values 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
 
                                       17
<PAGE>
compensation  based upon meeting certain  production standards. Fortis Investors
may "chargeback"  commissions paid  to others  if the  contract upon  which  the
commission  was paid  is surrendered or  canceled within  certain specified time
periods.
 
Fortis  or  Fortis  Investors  may  also  provide  additional  compensation   to
broker-dealers  in connection with sales  of Contracts. 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 Contracts, 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.
 
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.
 
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 Contract or related retirement plan.
 
NON-QUALIFIED CONTRACTS
Section 72  of  the Internal  Revenue  Code  ("Code") governs  the  taxation  of
annuities  in general. Purchase payments  made under Non-Qualified Contracts are
not excludible or deductible from the gross income of the Contract Owner or  any
other  person. However, any increase in the accumulated value of a Non-Qualified
Contract resulting from the  investment performance of  the Separate Account  or
interest  credited to the Fixed Account is generally not taxable to the Contract
Owner 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,
Contract Owners who are not natural persons ARE taxed annually for any  increase
in  the Contract 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  Contracts  owned  by  natural
persons.
 
In  general,  surrenders or  partial withdrawals  under  Contracts are  taxed as
ordinary income  to the  extent of  the  accumulated income  or gain  under  the
Contract.  If a  Contract Owner assigns  or pledges any  part of the  value of a
Contract, the value so  pledged or assigned  is taxed to  the Contract Owner  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 Contract, until the investment in  the
Contract  is recovered, generally  only the portion of  the annuity payment that
represents the amount by which the Contract Value exceeds the "investment in the
contract" will be taxed. In general, an Annuitant's or other payee's "investment
in the contract" is  the aggregate amount  of purchase payments  made by him  or
her. After the "investment in the contract" 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 contract") 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 contract" by the total
number of  expected annuity  payments. For  fixed annuity  payments in  general,
prior  to recovery of the  "investment in the contract," there  is no tax on the
amount of each  payment which  bears the  same ratio  to such  payment that  the
"investment  in  the contract"  bears  to the  total  expected return  under the
Contract. 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 Contracts  and other annuity  contracts issued by  us or our
affiliates to the  same Contract  Owner within the  same calendar  year will  be
treated as if they were a single contract.
 
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 Contract Owner or other payee reaches
age 59 1/2, (2) made to a Beneficiary  on or after death of the Contract  Owner,
(3)  made upon the disability of the Contract  Owner or other payee, or (4) part
of a  series  of substantially  equal  annuity payments  for  the life  or  life
expectancy  of  the  Contract  Owner  or  the  Contract  Owner  and Beneficiary.
Premature  distributions  may  result,  for  example,  from  an  early   Annuity
Commencement  Date, any  early surrender, partial  surrender or  assignment of a
Contract or the early death of an Annuitant who is not the Contract Owner.
 
A transfer of ownership of a Contract,  or designation of an Annuitant or  other
payee  who is not also the Contract Owner,  may result in certain income or gift
tax consequences  to  the Contract  Owner  that are  beyond  the scope  of  this
discussion.  A  Contract Owner  contemplating any  transfer  or assignment  of a
Contract should contact a  competent tax adviser with  respect to the  potential
tax effects of such transaction.
 
REQUIRED DISTRIBUTIONS FOR NON-QUALIFIED CONTRACTS
In  order that a  Non-Qualified Contract be  treated as an  annuity contract for
federal income  tax purposes,  Section 72(s)  of the  Code requires  (a) if  the
person  receiving payments  dies on or  after the Annuity  Commencement Date but
prior to the time the entire interest in the Contract 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 that  person's
death;  and (b)  if any  Contract Owner dies  prior to  the Annuity Commencement
Date, the entire interest  in the Contract will  be distributed (1) within  five
years  after the date of that Contract  Owner's death or (2) as annuity payments
which will begin within one year of  that Contract Owner's death and which  will
be  made over the life of the  Contract Owner's designated beneficiary or over a
period not extending beyond the life expectancy of that beneficiary. However, if
the Contract  Owner's designated  beneficiary  is the  surviving spouse  of  the
Contract  Owner, the Contract may be  continued with the surviving spouse deemed
to be the new Contract Owner for  purposes of Section 72(s). Where the  Contract
Owner  or other person receiving payments is  not a natural person, the required
distributions provided for in Section 72(s) 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 endorsement  if necessary  to  ensure that  the  Contracts comply  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,
 
                                       18
<PAGE>
subject  to proof of  the Contract Owner'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 Contract  Owner,  the  IRS may
disregard the election for tax purposes and  tax the Beneficiary as if a  single
sum payment had been made.
 
QUALIFIED CONTRACTS
The  Contract may  be used  with several types  of tax-qualified  plans. The tax
rules applicable to Contract Owners, 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 excludible 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 Contract that  is
not  excluded from  the individual's  gross income  for tax  purposes during the
Accumulation Period constitutes the  individual's "investment in the  contract."
Aggregate  deferrals under all plans at the  employee's option may be subject to
limitations.
 
The Contracts 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); 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."
 
When  annuity  payments  begin, the  individual  will  receive back  his  or her
"investment in the contract" 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 Contracts).
 
WITHHOLDING
Annuity payments  and other  amounts  received under  Contracts 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 retirement
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 Contracts, in order for the Contracts 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 Contract  Owners or
Annuitants of all returns credited to  Contracts, except in the case of  certain
Qualified Contracts. Also, current regulations do not provide guidance as to any
circumstances  in  which  control  over  allocation  of  values  among different
investment alternatives may cause Contract Owners or Annuitants to be treated as
the owners of Separate Account assets for tax purposes. Fortis Benefits reserves
the right to amend the Contracts 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.
 
CERTAIN EXCHANGES
Section 1035  of the  Code  provides generally  that no  gain  or loss  will  be
recognized  upon the  exchange of  a life insurance  or annuity  contract for an
annuity contract. Thus, a  properly completed exchange from  an Old Contract,  a
Fortis Benefits variable life insurance policy, or another life insurance policy
or  annuity contract  into a Contract  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  Contract  will be  the  same  as  your
investment  in the  contract or  policy exchanged.  However, an  exchange from a
Fortis Group Fund or other  investment that is not  a life insurance or  annuity
contract may be a taxable event.
 
Certain   existing  annuity  contracts  may  be  "grandfathered"  under  various
provisions of the tax laws, i.e.,  subject to more favorable tax treatment  than
generally  offered  under current  law. For  example, certain  annuity contracts
issued before January 19, 1985 may not  be subject to the distribution rules  of
Code Section 72(s). Also, certain distributions from contracts issued before the
same date may not be subject to the 10% penalty tax for premature distributions.
Also,  if a contract contained principal on  August 13, 1982, that principal may
generally be withdrawn in  a partial distribution before  the withdrawal of  any
taxable gain in the contract. These "grandfather" provisions may be lost if such
contract  is  exchanged  for a  Contract.  In connection  with  contracts issued
pursuant to  Section 1035  exchanges, if  the data  is provided  to us,  we  can
separately  track amounts attributable to purchase payments made to the original
contract before  or  after the  effective  date of  the  Tax Equity  and  Fiscal
Responsibility  Act of 1982. That separate  tracking can preserve certain of the
above grandfathered provisions.
 
Because of the complexity of these  matters, you should consult a qualified  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  those  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 which
accrues after December 31, 1988 may not be distributed in the case of hardship.
 
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 Contract at regular
and special  meetings of  the shareholders  of Fortis  Series in  proportion  to
instructions received from the persons having
 
                                       19
<PAGE>
the  voting interest in the Contract as of the record date for the corresponding
Fortis Series shareholders  meeting. Contract  Owners 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  Contract
Owner.  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 Contract  is determined by  dividing the  amount of Contract  Value in the
corresponding Subaccount pursuant to the Contract 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 Contract Owner  or
Annuitant,  the number of  Portfolio shares deemed  attributable to the Contract
will be  computed in  a comparable  manner, based  on the  liability for  future
variable  annuity payments allocable to that Subaccount under the Contract 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  Contract  and  the
applicable Annuity Unit value on the record date. During the Annuity Period, the
number  of votes attributable to a  Contract will generally decrease since funds
set aside to make the annuity payments will decrease.
 
Where Contract Owners are permitted to instruct  us as to how to vote  Portfolio
shares,  our policy is to  permit an Annuitant or payee  who is not the Contract
Owner to  direct  the Contract  Owner  with respect  to  the voting  of  certain
Portfolio  shares attributable  to his  or her  Contract. An  Annuitant or other
payee may direct  the Contract Owner  with respect to  that number of  Portfolio
shares  that is attributable  to purchase payments, if  any, contributed by such
Annuitant or payee  and any additional  shares, to the  extent authorized by  an
employee benefit plan. (For these purposes, the number of shares attributable to
the  Annuitant  or  payee  is  computed on  a  basis  consistent  with  that for
attributing Portfolio shares to Contract Owners, as described above.)
 
Contract Owners are to instruct Fortis Benefits to vote in accordance with  such
directions  from  Annuitants and  payees.  Furthermore, Contract  Owners  are to
instruct Fortis Benefits to  vote shares of any  Portfolio for which  directions
could  have been but were  not received from Annuitants  and other payees in the
same proportion as other shares in  that Portfolio attributable to the  Contract
Owner  which  are  to  be  voted in  accordance  with  directions  received from
Annuitants and other payees. The Contract Owner may instruct us as to the voting
of any  other  shares  attributable  to Contracts  as  the  Contract  Owner  may
determine.  The Separate Account, Fortis Series  and Fortis Benefits do not have
any obligation to determine  whether or not voting  directions are requested  or
received  by a Contract Owner or whether  or not a Contract Owner has instructed
Fortis Benefits  in accordance  with directions  given by  Annuitants and  other
payees.
 
Fortis  Benefits  will  vote  shares  as to  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 Contracts  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  Separate  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 Contracts.
 
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 Fortis
Series, ratification of the selection of its independent auditors, the  approval
of  the investment  manager of  a Portfolio,  changes in  fundamental investment
policies of a Portfolio and all other matters  that are put to a vote by  Fortis
Series shareholders.
 
STATE REGULATION
 
Fortis  Benefits  is  subject  to regulation  and  supervision  by  the Commerce
Department of the State of  Minnesota, which periodically examines its  affairs.
It  is also subject to  the insurance laws and  regulations of all jurisdictions
where it is authorized  to do business. Fortis  Benefits intends to satisfy  the
necessary  requirements to sell the Contracts in the District of Columbia and in
all states other than New York as soon as possible.
 
LEGAL MATTERS
 
The legality of the Contracts described in this Prospectus has been passed  upon
by  David A. Peterson, Esquire, Vice  President and Assistant General Counsel of
Fortis Benefits. Messrs. Freedman, Levy, Kroll & Simonds, Washington, D.C., have
advised Fortis Benefits on certain federal securities law matters.
 
CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
 
<TABLE>
<CAPTION>
                                                    PAGE
 
<S>                                              <C>
Fortis Benefits................................           2
Calculation of Annuity Payments................           2
Services.......................................           3
    - Safekeeping of Separate Account Assets...           3
    - Experts..................................           3
    - Principal Underwriter....................           3
Limitation On Allocations......................           4
Change of Investment Adviser or Investment
 Policy........................................           4
Taxation Under Certain Retirement Plans........           4
Terms of Exemptive Relief in Connection with
 Mortality and Expense Risk Charge.............           8
Other Information..............................           8
Financial Statements...........................           8
APPENDIX A--Performance Information............         A-1
</TABLE>
 
                                       20
<PAGE>
PROSPECTUS
MAY 1, 1996
 
FORTIS
SERIES FUND, INC.
 
FORTIS OPPORTUNITY
VARIABLE ANNUITY
 
<TABLE>
<S>              <C>
   BULK RATE
 U.S. POSTAGE
</TABLE>
 
UVW-REGISTERED TRADEMARK-
<TABLE>
<S>              <C>
     PAID
</TABLE>
 
FORTIS FINANCIAL GROUP
<TABLE>
<S>              <C>
MINNEAPOLIS, MN
PERMIT NO. 3794
</TABLE>
P.O. BOX 64284
ST. PAUL, MN 55164
<PAGE>
                                   APPENDIX A
                       SAMPLE DEATH BENEFIT CALCULATIONS
 
DATE OF DEATH IS THE 3RD CONTRACT ANNIVERSARY:
<TABLE>
<CAPTION>
 
<S>        <C>
a.         Net Purchase Payments Made Prior to Date of Death..............................................................
b.         Contract Value on Date of Death................................................................................
Death Benefit is larger of a, and b.......................................................................................
 
<CAPTION>
            EXAMPLE 1    EXAMPLE 2
           -----------  -----------
<S>        <C>          <C>
a.          $  20,000    $  20,000
b.          $  17,000    $  25,000
Death Ben   $  20,000    $  25,000
</TABLE>
 
DATE OF DEATH IS THE 8TH CONTRACT ANNIVERSARY:
<TABLE>
<CAPTION>
                                                                                                                  EXAMPLE 3
                                                                                                                 -----------
<S>        <C>                                                                                                   <C>
a.         Net Purchase Payments Made Prior to Date of Death...................................................   $  20,000
b.         Contract Value on 5th Contract Anniversary..........................................................   $  15,000
c.         Contract Value on Date of Death.....................................................................   $  17,000
Death Benefit is larger of a, b, and c.........................................................................   $  20,000
 
<CAPTION>
            EXAMPLE 4    EXAMPLE 5
           -----------  -----------
<S>        <C>          <C>
a.          $  20,000    $  20,000
b.          $  30,000    $  30,000
c.          $  25,000    $  35,000
Death Ben   $  30,000    $  35,000
</TABLE>
 
DATE OF DEATH IS THE 13TH CONTRACT ANNIVERSARY:
<TABLE>
<CAPTION>
                                                                                                                  EXAMPLE 6
                                                                                                                 -----------
<S>        <C>                                                                                                   <C>
a.         Net Purchase Payments Made Prior to Date of Death...................................................   $  20,000
b.         Contract Value on 10th Contract Anniversary.........................................................   $  15,000
c.         Contract Value on Date of Death.....................................................................   $  17,000
Death Benefit is larger of a, b, and c.........................................................................   $  20,000
 
<CAPTION>
            EXAMPLE 7    EXAMPLE 8
           -----------  -----------
<S>        <C>          <C>
a.          $  20,000    $  20,000
b.          $  40,000    $  40,000
c.          $  30,000    $  50,000
Death Ben   $  40,000    $  50,000
</TABLE>
 
                                      A-1
<PAGE>
                      This page left blank intentionally.
 
                                      A-2
<PAGE>
                                   APPENDIX B
                      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                                                                    0.67%
          --------------------------------------------------------------------------------------------------------------
    +      Annual Administrative Charge Rate (See Below)                                                           0.16%
          --------------------------------------------------------------------------------------------------------------
    =      Total Expense Rate                                                                                      2.18%
          --------------------------------------------------------------------------------------------------------------
</TABLE>
 
The Annual Administrative Charge Rate is calculated by dividing the total Annual
Contract  Charges we collected in  1995 by the average  policy value in force in
1995.
 
Year 1 Beginning Policy Value = $1000.00
Year 1 Expense = 1000.00 X 0.0218 = $21.80
 
Year 2 Beginning Policy Value = $1028.20
Year 2 Expense = 1028.20 X 0.0218 = $22.41
 
Year 3 Beginning Policy Value = $1057.20
Year 3 Expense = 1057.20 X 0.0218 = $23.05
 
So the cumulative expenses for years 1-3 for the Growth Stock Series are equal
to 21.80 + 22.41 + 23.05 = $67.26
 
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                   (Initial                    10% Free                    Surrender
      Percentage             X         Premium         -         Withdrawal)         =          Charge
         0.05                X      (      1000.00     -        100.00     )         =          45.00
</TABLE>
 
So the total expense if surrendered is 67.26 + 45.00 = $112.26
 
                                      B-1
<PAGE>
                      This page left blank intentionally.
 
                                      B-2
<PAGE>


 Individual Flexible Premium Deferred Variable Annuity Contracts (Opportunity)
                                      Issued by

                          FORTIS BENEFITS INSURANCE COMPANY

                         STATEMENT OF ADDITIONAL INFORMATION

                                     May 1, 1996

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 a flexible premium deferred variable annuity contract 
("Contract"), dated May 1, 1996. A copy of the Prospectus may be obtained 
without charge from Fortis Investors, Inc. 1-800-800-2638, ext. 3057; mailing 
address: P.O. Box 64272, St. Paul, MN 55164. The Contracts are issued by 
Fortis Benefits through its Variable Account D (the "Separate Account").

TABLE OF CONTENTS

                                                                Page

Fortis Benefits. . . . . . . . . . . . . . . . . . . . . . . . . .2
Calculation of Annuity Payments. . . . . . . . . . . . . . . . . .2
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
  - Safekeeping of Separate Account Assets . . . . . . . . . . . .3
  - Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . .3
  - Principal Underwriter  . . . . . . . . . . . . . . . . . . . .3
Limitation on Allocations. . . . . . . . . . . . . . . . . . . . .4
Change of Investment Adviser or Investment Policy. . . . . . . . .4
Taxation Under Certain Retirement Plans. . . . . . . . . . . . . .4
Terms of Exemptive Relief in Connection With Mortality and
          Expense Risk Charge. . . . . . . . . . . . . . . . . . .8
Other Information. . . . . . . . . . . . . . . . . . . . . . . . .8
Financial Statements . . . . . . . . . . . . . . . . . . . . . . .8
Appendix A - Performance Information . . . . . . . . . . . . . .A-1

In order to supplement the description in the Prospectus, the following 
provides additional information about the Contract and other matters which 
may be of interest to Contract Owners, Annuitants and Beneficiaries. 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."

                                          1

<PAGE>

FORTIS BENEFITS

Fortis Benefits Insurance Company, the issuer of the Contracts, 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 Time Insurance Company, a stock 
company originated 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, Inc. is wholly-owned by Fortis International, Inc., which 
is in turn wholly-owned by Sycamore Insurance Holding N.V. The latter is 50% 
owned by Fortis AMEV and 50% owned, through certain subsidiaries, by Fortis 
AG.

Fortis AMEV is a publicly-traded, multi-national insurance and financial 
services group headquartered in The Netherlands. Fortis AMEV is an 
international financial services firm that has been in business since 1847. 
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 $140 billion.

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 Contract Value of the Contract is computed and that 
portion of the Contract 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 Contract to apply such amount 
of Contract 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 Separate 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 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 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 that 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

                                          2

<PAGE>

(discussed in the Prospectus under "Contract 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 Contract.

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 Contract for 
each $1,000 of Contract 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 
Contract 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 Contract's Annuity Units for that 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 of the same age with an otherwise 
identical Contract. 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 and 
Massachusetts, where such differences are not permitted. We will also make 
available Contracts with no such differences in connection with certain 
employer-sponsored benefit plans. Employers should be aware that, under most 
such plans, Contracts that make distinctions based on gender are prohibited 
by law.

SERVICES

SAFEKEEPING OF SEPARATE ACCOUNT ASSETS

Title to the assets of the Separate Account is held by Fortis Benefits. The 
assets of the Separate Account are kept segregated and held separate and 
apart from Fortis Benefit's other assets. Fortis Advisers, Inc., an affiliate 
of Fortis Benefits, maintains records of all purchases and redemptions of 
shares of Fortis Series Fund, Inc. held by each of the Subaccounts of the 
Separate Account.

EXPERTS

The financial statements of Fortis Benefits Insurance Company and Fortis 
Benefits Insurance Company Variable Account D, appearing in this Statement of 
Additional Information, have been audited by Ernst & Young LLP,
1400 Pillsbury Center, Minneapolis, Minnesota 55402, independent auditors, as
set forth in their reports thereon appearing elsewhere herein, 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
Contracts, is a Minnesota corporation and a member of the Securities Investors
Protection Corporation. The offering of the Contracts is continuous, and Fortis
Investors does not anticipate discontinuing the offering of the Contracts,
although it reserves the right to do so. Fortis Benefits paid a total of
$27,930,970, $31,643,856 and $29,918,620 to Fortis Investors for annuity
contract distribution services during 1993, 1994 and 1995 respectively. Of
these totals, the sums of $3,165,812, $4,065,075 and $3,925,959 for the years
1993, 1994 and 1995 respectively, was not reallowed to other

                                          3

<PAGE>



broker-dealers. Contracts will be issued for Annuitants from ages zero to
ninety in all states, except that the maximum age is 74 1/2 in Washington state.
Contracts are not currently available in New Jersey and New York.

LIMITATION ON ALLOCATIONS

Under the Contract, 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 ail investors participating in Fortis Series'
Portfolios: a Contract Owner may not invest, allocate, transfer or exchange
Contract Value into any Subaccount if the value allocated to that Subaccount
under the Contract (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.

CHANGE OF INVESTMENT ADVISER OR INVESTMENT POLICY

Unless otherwise required by law or regulation, and subject to Fortis Advisers,
Inc.'s right to terminate its investment advisory arrangements with Fortis
Series, neither the investment adviser nor any investment policy may be changed
without the consent of Fortis Benefits. No investment policy will be changed
unless a statement of change is filed with and approved by the Commerce
Commissioner of the State of Minnesota. If required, approval of or change of
any investment objective will be filed with the Insurance Department of each
state where Contracts have been delivered. The Contract Owner (or, after
annuity payments start, the Annuitant) will be notified of any material
investment policy change which has been approved. Notification of an investment
policy change will be provided to Contract Owners prior to its implementation by
the Separate Account if Contract Owner comment or vote is required for such
change.

TAXATION UNDER CERTAIN RETIREMENT PLANS

Federal income tax information concerning the purchase of Contracts 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 Contracts 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 contract 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 made for years after 
December 31, 1988 (plus earnings thereon and earnings on Contract values as 
of December 31, 1988) 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.)

                                          4

<PAGE>

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 Contract has been
distributed, the employee's entire interest must be distributed in accordance
with rules similar to those applicable upon the death of the Contract Owner in
the case of a Non-Qualified Contract, as described in the Prospectus. Certain
of these and other provisions are incorporated in a special endorsement attached
to Contracts 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 exchange
of one Section 403(b) annuity contract for another Section 403(b) annuity
contract, 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 Contracts 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 Contract 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) annuity contracts.

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

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 required
to be withheld from the distribution unless the distribution is transferred
directly from the qualified plan to an individual retirement account or 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 who (1) are not
(and whose spouses are not) active participants in another retirement plan, (2)
are

                                          5

<PAGE>

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. Such individuals may also
establish an IRA for a spouse who makes no contribution to an IRA for the tax
year. The annual purchase payments for both spouses' Contracts cannot exceed
the lesser of $2,250 or 100% of the working spouse's 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 adjustments) exceeds 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 the
excess of (1) the lesser of $2,000 ($2,250 in the case of a spousal IRA) or 100%
of compensation over (2) the IRA deductible contributions made with respect to
the individual.

An individual may not make any contribution to his/her own IRA for the year in
which he/she 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,
disability, or separation from service if the distribution is in the form of an
annuity for the life (or life expectancy) of the owner (or the owner and
beneficiary).

REQUIRED DISTRIBUTIONS.  The minimum distribution requirements for IRAs are
generally the same as described above with respect to Section 403(b) annuity
contracts. Certain of these and other provisions are incorporated in a special
endorsement attached to IRA Contracts, 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 Contract 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 $30,000 or 15% of
the employee's earned income. Employees of certain small employers may have
contributions made to the SEP on their behalf on a salary reduction basis. 
These salary reduction contributions may not exceed $9,500 in 1996, which is
indexed for inflation. Employees of tax-exempt organizations and state and
local government agencies are not eligible for this type of SEP.

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

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

                                          6

<PAGE>

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.

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
Contracts offered by this Prospectus. The Contract 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 Contract 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.

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) annuity
contracts. However, if distributions do not commence before the employee's
death, the entire interest in the Contract 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.

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 to 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 Contract Value.

                                          7

<PAGE>

Deferred compensation plans represent a contractual promise on the part of the
employer to pay current compensation at some future time. The Contract 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 Contract 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 from all tax-qualified plans in excess
of a specified annual limit for payments made in the form of an annuity
(currently, $150,000) or five times the annual limit for lump sum distributions.

TERMS OF EXEMPTIVE RELIEF IN CONNECTION WITH MORTALITY AND EXPENSE RISK CHARGE

Fortis Benefits and Fortis Investors have obtained exemptive relief from the
Securities and Exchange Commission in connection with deducting the mortality
and expense risk charge pursuant to the Certificates. In the application for
the exemption, Fortis Benefits and Fortis Investors have represented and
undertaken, among other things, that:

  - The level of the mortality and expense risk charge is within the range of
    industry practice for comparable annuity contracts;

  - This conclusion is based upon a review that Fortis Benefits and Fortis
    Investors have conducted of publicly-available information regarding
    annuity contracts of other companies and they will maintain at their
    principal office, and make available on request to the Commission or its
    staff, a memorandum setting forth the variable annuity products analyzed
    and the methodology and results of the comparative review;

  - There is reasonable likelihood that the proposed distribution financing
    arrangements with respect to the Certificates will benefit the Variable
    Account and investors in the Certificate, and the basis for this conclusion
    is set forth in a memorandum which will be maintained by Fortis Benefits at
    its principal office and will be available to the Commission or its staff
    on request.

OTHER INFORMATION

A Registration Statement has been filed with the Securities and Exchange
Commission under the Securities Act of 1933 as amended, with respect to the
Contracts discussed in this Statement of Additional Information. Not all of the
information set forth in the Registration Statement, amendments and exhibits
thereto has been included in this Statement of Additional Information. 
Statements contained in this Statement of Additional Information concerning the
content of the Contracts 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.

FINANCIAL STATEMENTS

The financial statements of Fortis Benefits that are included in this Statement
of Additional Information should be considered only as bearing on the ability of
Fortis Benefits to meet its obligations under the Contracts.

                                          8
<PAGE>

                           [ERNST & YOUNG LLP LETTERHEAD]


                            REPORT OF INDEPENDENT AUDITORS

Board of Directors
Fortis Benefits Insurance Company

We have audited the accompanying statement of net assets of Fortis Benefits
Insurance Company Variable Account D (comprising, respectively, the Fortis
Series Fund, Inc.'s Growth Stock, U.S. Government Securities, Money Market,
Asset Allocation, Diversified Income, Global Growth, Aggressive Growth, Growth &
Income, High Yield, Global Asset Allocation, Global Bond, and International
Stock Subaccounts, the Norwest Select Fund's ValuGrowth Stock, Intermediate
Bond, and Small Company Stock Subaccounts, and the Scudder Variable Life
Investment Fund's International Subaccount) as of December 31, 1995, and the
related statements of changes in net assets for each of the three years then
ended, except for the Fortis Series Fund, Inc.'s Aggressive Growth, Growth &
Income, and High Yield Subaccounts, the Norwest Select Fund's ValuGrowth Stock,
Intermediate Bond, and Adjustable U.S. Government Reserve Subaccounts, and the
Scudder Variable Life Investment Fund's International Subaccount which are for
the years ended December 31, 1995 and 1994, and the Fortis Series Fund, Inc.'s
Global Asset Allocation, Global Bond, and International Stock Subaccounts and
the Norwest Select Fund's Small Company Stock Subaccount which are for the year
ended December 31, 1995. These financial statements are the responsibility of
the management of Fortis Benefits Insurance Company. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1995 by correspondence with
the custodian. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Fortis Benefits Insurance
Company Variable Account D at December 31, 1995, and the changes in the net
assets for the periods described in the first paragraph, in conformity with
generally accepted accounting principles.


                                       /S/ ERNST & YOUNG LLP

March 22, 1996


                                                                               1

<PAGE>


                          Fortis Benefits Insurance Company
                                  Variable Account D

                               Statement of Net Assets

                                  December 31, 1995

<TABLE>
<CAPTION>
                                                                                                 NET ASSET
                                                                              ACCUMULATION       VALUE PER
                                                                                  UNITS         ACCUMULATION
                                                           NET ASSETS          OUTSTANDING          UNIT
                                                          --------------------------------------------------
<S>                                                     <C>                 <C>                 <C>
Investments in Fortis Series Fund, Inc., at
  market value (NOTE 2):
    Growth Stock Series (14,845,125 shares;
      cost--$312,969,727)                               $417,045,586        160,429,092          $  2.60
    U.S. Government Securities Series
      (15,566,296 shares; cost--$168,961,190)            173,752,550         10,989,914            15.81
    Money Market Series (3,440,404 shares;
      cost--$36,328,781)                                  37,247,531         26,960,304             1.38
    Asset Allocation Series (19,965,281 shares;
      cost--$273,138,256)                                317,435,993        148,700,081             2.13
    Diversified Income Series (8,518,817 shares;
      cost--$100,549,138)                                103,901,462         59,213,866             1.75
    Global Growth Series (10,685,328 shares;
      cost--$134,191,540)                                170,655,381         10,846,823            15.73
    Aggressive Growth Series (2,987,612 shares;
      cost--$32,792,764)                                 37,867,984           3,033,587            12.46
    Growth & Income Series (4,233,867 shares;
      cost--$46,752,798)                                  54,335,341          4,204,163            12.91
    High Yield Series (2,610,426 shares;
      cost--$26,235,138)                                  25,420,072          2,321,419            10.94
    Global Asset Allocation Series
      (1,137,683 shares; cost--$12,644,676)               12,996,659          1,117,596            11.59
    Global Bond Series (595,305 shares;
      cost--$6,733,321)                                    6,719,020            574,142            11.74
    International Stock Series (1,161,691 shares;
      cost--$12,447,863)                                  13,094,466          1,157,064            11.27
Investments in Norwest Select Fund, at market
  value (NOTE 2):
    ValuGrowth Stock Fund (395,143 shares;
      cost--$4,271,419)                                    4,757,525            399,783            11.90
    Intermediate Bond Fund (279,422 shares;
      cost--$2,969,624)                                    3,068,061            268,586            11.42
    Small Company Stock Fund (77,795 shares;
      cost--$884,425)                                        872,082             75,968            11.48
Investment in Scudder Variable Life Investment
  Fund, at market value (NOTE 2):
        International Portfolio (153,253 shares;
          cost--$1,698,125)                                1,811,453            155,817            11.63
</TABLE>


SEE ACCOMPANYING NOTES.

                                                                               2

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                         Statements of Changes in Net Assets


<TABLE>
<CAPTION>
                                                                          YEAR ENDED DECEMBER 31
                                                               1995                1994                 1993
                                                        -------------------------------------------------------
<S>                                                     <C>                 <C>                  <C>
GROWTH STOCK SUBACCOUNT
Investment income:
  Dividend income                                        $   1,840,330      $    2,224,886       $     948,153
  Policy administration charge (NOTE 3)                       (124,562)           (233,448)           (169,101)
  Mortality, expense risk and
    administrative charges (NOTE 3)                         (4,926,616)         (3,753,659)         (2,782,891)
                                                        -------------------------------------------------------
Net investment loss                                         (3,210,848)         (1,762,221)         (2,003,839)

Net realized gain on redemption of Fortis Series
  Fund, Inc. portfolio shares                                2,244,343           1,017,245           3,047,257
Net change in unrealized appreciation
  (depreciation) on investments                             81,868,441         (10,439,005)         13,901,070
                                                        -------------------------------------------------------
Net increase (decrease) in net assets from
  operations                                                80,901,936         (11,183,981)         14,944,488

Capital transactions:
  Purchase of Variable Account D units                      43,219,723          76,066,936         122,265,710
  Redemption of Variable Account D units                   (13,094,690         (13,597,387)        (41,874,769)
  Policy administration charge redeemed from
    Fortis Series Fund, Inc.                                   124,562             233,448             169,101
                                                        -------------------------------------------------------
Net increase in net assets from capital
  transactions                                              30,249,595          62,702,997          80,560,042
                                                        -------------------------------------------------------

Total increase in net assets                               111,151,531          51,519,016          95,504,530
Net assets, beginning of year                              305,894,055         254,375,039         158,870,509
                                                        -------------------------------------------------------
Net assets, end of year                                   $417,045,586        $305,894,055        $254,375,039
                                                        -------------------------------------------------------
                                                        -------------------------------------------------------
</TABLE>


                                                                               3

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                   Statements of Changes in Net Assets (continued)


<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31
                                                               1995               1994                 1993
                                                         ------------------------------------------------------
<S>                                                      <C>                  <C>                 <C>
U.S. GOVERNMENT SECURITIES SUBACCOUNT
Investment income:
  Dividend income                                         $      8,296        $ 13,644,959        $ 15,640,218
  Policy administration charge (NOTE 3)                        (33,442)            (66,864)            (45,857)
  Mortality, expense risk and administrative
    charges (NOTE 3)                                        (2,226,178)         (2,648,040)         (2,455,600)
                                                         ------------------------------------------------------
Net investment (loss) income                                (2,251,324)         10,930,055          13,138,761

Net realized (loss) gain on redemption of Fortis
  Series Fund, Inc. portfolio shares                        (2,199,244)         (3,898,323)            188,360
Net change in unrealized appreciation
  (depreciation) on investments                             30,648,947         (24,335,222)         (1,343,077)
                                                         ------------------------------------------------------
Net increase (decrease) in net assets from
  operations                                                26,198,379         (17,303,488)         11,984,044

Capital transactions:
  Purchase of Variable Account D units                      10,579,162          15,189,139          92,154,284
  Redemption of Variable Account D units                   (28,554,947)        (60,391,902)         (4,858,838)
  Policy administration charge redeemed from
    Fortis Series Fund, Inc.                                    33,442              66,864              45,857
                                                         ------------------------------------------------------
Net (decrease) increase in net assets from capital
  transactions                                             (17,942,343)        (45,135,899)         87,341,303
                                                         ------------------------------------------------------

Total increase (decrease) in net assets                      8,256,036         (62,439,387)         99,325,347
Net assets, beginning of year                              165,496,514         227,935,901         128,610,554
                                                         ------------------------------------------------------
Net assets, end of year                                   $173,752,550        $165,496,514        $227,935,901
                                                         ------------------------------------------------------
                                                         ------------------------------------------------------
</TABLE>


                                                                               4

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                   Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31
                                                               1995               1994                 1993
                                                         ------------------------------------------------------
<S>                                                      <C>                  <C>                <C>
MONEY MARKET SUBACCOUNT
Investment income:
  Dividend income                                          $ 1,390,716         $         -        $    662,017
  Policy administration charge (NOTE 3)                         (5,400)             (9,884)             (8,434)
  Mortality, expense risk and administrative
    charges (NOTE 3)                                          (485,370)           (491,242)           (324,912)
                                                         ------------------------------------------------------
Net investment income (loss)                                   899,946            (501,126)            328,671

Net realized gain (loss) on redemption of
  Fortis Series Fund, Inc. portfolio shares                    624,600             194,135            (124,353)
Net change in unrealized appreciation on
  investments                                                   29,966           1,255,055             115,924
                                                         ------------------------------------------------------
Net increase in net assets from operations                   1,554,512             948,064             320,242

Capital transactions:
  Purchase of Variable Account D units                      32,857,484          52,961,094          67,273,648
  Redemption of Variable Account D units                   (37,771,314)        (40,583,910)        (66,414,029)
  Policy administration charge redeemed from
    Fortis Series Fund, Inc.                                     5,400               9,884               8,434
                                                         ------------------------------------------------------
Net (decrease) increase in net assets from
  capital transactions                                      (4,908,430)         12,387,068             868,053
                                                         ------------------------------------------------------

Total (decrease) increase in net assets                     (3,353,918)         13,335,132           1,188,295
Net assets, beginning of year                               40,601,449          27,266,367          26,078,072
                                                         ------------------------------------------------------
Net assets, end of year                                    $37,247,531         $40,601,499         $27,266,367
                                                         ------------------------------------------------------
                                                         ------------------------------------------------------

</TABLE>

                                                                               5

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                   Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31
                                                               1995               1994                 1993
                                                         ------------------------------------------------------
<S>                                                      <C>                  <C>                 <C>
ASSET ALLOCATION SUBACCOUNT
Investment income:
  Dividend income                                         $ 12,053,233        $  9,186,739        $  5,851,029
  Policy administration charge (NOTE 3)                        (57,743)           (102,783)            (61,440)
  Mortality, expense risk and administrative
    charges (NOTE 3)                                        (3,776,116)         (3,050,115)         (1,873,117)
                                                         ------------------------------------------------------
Net investment income                                        8,219,374           6,033,841           3,916,472

Net realized gain on redemption of Fortis
  Series Fund, Inc. portfolio shares                           657,519             283,379              31,953
Net change in unrealized appreciation
  (depreciation) on investments                             41,467,924          (9,690,299)          7,446,592
                                                         ------------------------------------------------------
Net increase (decrease) in net assets from
  operations                                                50,344,817          (3,373,079)         11,395,017

Capital transactions:
  Purchase of Variable Account D units                      30,488,918          61,560,040          98,673,481
  Redemption of Variable Account D units                    (7,551,884)         (6,821,686)           (214,170)
  Policy administration charge redeemed from
    Fortis Series Fund, Inc.                                    57,743             102,783              61,440
                                                         ------------------------------------------------------
Net increase in net assets from capital
  transactions                                              22,994,777          54,841,137          98,520,751
                                                         ------------------------------------------------------

Total increase in net assets                                73,339,594         51,468,058          109,915,768
Net assets, beginning of year                              244,096,399         192,628,341          82,712,573
                                                         ------------------------------------------------------
Net assets, end of year                                   $317,435,993        $244,096,399        $192,628,341
                                                         ------------------------------------------------------
                                                         ------------------------------------------------------

</TABLE>

                                                                               6

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                   Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                                                          YEAR ENDED DECEMBER 31
                                                               1995               1994                 1993
                                                         ------------------------------------------------------
<S>                                                      <C>                   <C>                 <C>
DIVERSIFIED INCOME SUBACCOUNT
Investment income:
  Dividend income                                         $      4,826         $ 7,607,329         $ 6,042,059
  Policy administration charge (NOTE 3)                        (18,101)            (29,237)            (12,517)
  Mortality, expense risk and administrative
    charges (NOTE 3)                                        (1,319,921)         (1,344,477)           (761,387)
                                                         ------------------------------------------------------
Net investment (loss) income                                (1,333,196)          6,233,615           5,268,155

Net realized (loss) gain on redemption of
  Fortis Series Fund, Inc. Portfolio shares                   (722,251)           (767,738)             89,595
Net change in unrealized appreciation
  (depreciation) on investments                             16,334,785         (12,476,808)           (341,431)
                                                         ------------------------------------------------------
Net increase (decrease) in net assets from
  operations                                                14,279,338          (7,010,931)          5,016,319

Capital transactions:
Purchase of Variable Account D units                         6,335,373          25,554,696          59,086,577
Redemption of Variable Account D units                     (11,835,588)        (14,240,935)         (1,544,834)
Policy administration charged redeemed
from Fortis Series Fund, Inc.                                   18,101              29,237              12,517
                                                         ------------------------------------------------------
Net (decrease) increase in net assets from
capital transactions                                        (5,482,114)         11,342,998          57,554,260
                                                         ------------------------------------------------------

Total increase in net assets                                 8,797,224           4,332,067          62,570,579
Net assets, beginning of year                               95,104,238          90,772,171          28,201,592
                                                         ------------------------------------------------------
Net assets, end of year                                   $103,901,462         $95,104,238         $90,772,171
                                                         ------------------------------------------------------
                                                         ------------------------------------------------------

</TABLE>

                                                                               7

<PAGE>

                          Fortis Benefits Insurance Company

                                  Variable Account D

                   Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                                                          YEAR ENDED DECEMBER 31
                                                               1995               1994                 1993
                                                         ------------------------------------------------------
<S>                                                      <C>                  <C>                  <C>
GLOBAL GROWTH SUBACCOUNT
Investment income:
  Dividend income                                         $    889,918        $    829,695         $   155,024
  Policy administration charge (NOTE 3)                        (45,368)            (53,708)             (8,113)
  Mortality, expense risk and
    administrative charges (NOTE 3)                         (1,926,551)         (1,383,450)           (349,296)
                                                         ------------------------------------------------------
Net investment loss                                         (1,082,001)           (607,463)           (202,385)

Net realized gain on redemption of Fortis
  Series Fund, Inc. portfolio shares                           489,178              37,068             209,274
Net change in unrealized appreciation
  (depreciation) on investments                             35,553,129          (3,836,491)          4,261,435
                                                         ------------------------------------------------------
Net increase (decrease) in net assets from
  operations                                                34,960,306          (4,406,886)          4,268,324

Capital transactions:
  Purchase of Variable Account D units                      20,455,245          64,953,591          56,621,267
  Redemption of Variable Account D units                    (8,118,814)         (2,600,492)         (3,262,479)
  Policy administration charge redeemed from
    Fortis Series Fund, Inc.                                    45,368              53,708               8,113
                                                         ------------------------------------------------------
Net increase in net assets from capital
  transactions                                              12,381,799          62,406,807          53,366,901
                                                         ------------------------------------------------------
Total increase in net assets                                47,342,105          57,999,921          57,635,225
Net assets, beginning of year                              123,313,276          65,313,355           7,678,130
                                                         ------------------------------------------------------
Net assets, end of year                                   $170,655,381        $123,313,276         $65,313,355
                                                         ------------------------------------------------------
                                                         ------------------------------------------------------
</TABLE>

                                                                               8

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                   Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31
                                                               1995               1994
                                                         -----------------------------------
<S>                                                      <C>                   <C>
AGGRESSIVE GROWTH SUBACCOUNT
Investment income:
  Dividend income                                          $   131,332         $    45,402
  Policy administration charge (NOTE 3)                         (1,793)               (770)
  Mortality, expense risk and administrative charges
    (NOTE 3)                                                  (304,716)            (48,160)
                                                         -----------------------------------
Net investment loss                                           (175,177)             (3,528)

Net realized gain (loss) on redemption of Fortis
  Series Fund, Inc. portfolio shares                           534,513             (14,814)
Net change in unrealized appreciation on investments         4,721,034             354,186
                                                         -----------------------------------
Net increase in net assets from operations                   5,080,370             335,844

Capital transactions:
  Purchase of Variable Account D units                      25,278,245          11,875,955
  Redemption of Variable Account D units                    (3,729,001)           (975,992)
  Policy administration charge redeemed from
    Fortis Series Fund, Inc.                                     1,793                 770
                                                         -----------------------------------
Net increase in net assets from capital transactions        21,551,037          10,900,733
                                                         -----------------------------------

Total increase in net assets                                26,631,407          11,236,577
Net assets, beginning of year                               11,236,577                   -
                                                         -----------------------------------
Net assets, end of year                                    $37,867,984         $11,236,577
                                                         -----------------------------------
                                                         -----------------------------------

</TABLE>

                                                                               9

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                   Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31
                                                               1995               1994
                                                         -----------------------------------
<S>                                                      <C>                   <C>
GROWTH & INCOME SUBACCOUNT
  Investment income:
  Dividend income                                          $   909,272         $   154,775
  Policy administration charge (NOTE 3)                         (1,503)               (602)
  Mortality, expense risk and administrative charges
    (NOTE 3)                                                  (437,914)            (66,282)
                                                         -----------------------------------
Net investment income                                          469,855              87,891

Net realized gain (loss) on redemption of Fortis
  Series Fund, Inc. portfolio shares                            35,576              (5,003)
Net change in unrealized appreciation (depreciation)
  on investments                                             7,722,201            (139,658)
                                                         -----------------------------------
Net increase (decrease) in net assets from operations        8,227,632             (56,770)

Capital transactions:
  Purchase of Variable Account D units                      31,904,014          15,287,620
  Redemption of Variable Account D units                      (816,805)           (212,455)
  Policy administration charge redeemed from Fortis
    Series Fund, Inc.                                            1,503                 602
                                                         -----------------------------------
Net increase in net assets from capital transactions        31,088,712          15,075,767
                                                         -----------------------------------

Total increase in net assets                                39,316,344          15,018,997
Net assets, beginning of year                               15,018,997                   -
                                                         -----------------------------------
Net assets, end of year                                    $54,335,341         $15,018,997
                                                         -----------------------------------
                                                         -----------------------------------

</TABLE>

                                                                              10

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                   Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31
                                                               1995               1994
                                                         -----------------------------------
<S>                                                      <C>                 <C>
HIGH YIELD SUBACCOUNT
Investment income:
  Dividend income                                         $  2,182,916       $     546,340
  Policy administration charge (NOTE 3)                           (720)               (314)
  Mortality, expense risk and administrative charges
    (NOTE 3)                                                  (251,064)            (67,430)
                                                         -----------------------------------
Net investment income                                        1,931,132             478,596

Net realized gain (loss) on redemption of Fortis
  Series Fund, Inc. portfolio shares                            47,908              (2,813)
Net change in unrealized depreciation on investments          (221,078)           (596,104)
                                                         -----------------------------------
Net increase (decrease) in net assets from operations        1,757,962            (120,321)

Capital transactions:
  Purchase of Variable Account D units                      14,434,829          13,838,144
  Redemption of Variable Account D units                    (2,740,528)         (1,751,048)
  Policy administration charge redeemed from Fortis
    Series Fund, Inc.                                              720                 314
                                                         -----------------------------------
Net increase in net assets from capital transactions        11,695,021          12,087,410
                                                         -----------------------------------

Total increase in net assets                                13,452,983          11,967,089
Net assets, beginning of year                               11,967,089                   -
                                                         -----------------------------------
Net assets, end of year                                    $25,420,072         $11,967,089
                                                         -----------------------------------
                                                         -----------------------------------

</TABLE>

                                                                              11

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                   Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                                                     YEAR ENDED
                                                                    DECEMBER 31,
                                                                        1995
                                                                   -------------
<S>                                                                <C>
GLOBAL ASSET ALLOCATION SUBACCOUNT
Investment income:
  Dividend income                                                   $   345,923
  Policy administration charge (NOTE 3)                                    (154)
  Mortality, expense risk and administrative charges
   (NOTE 3)                                                             (77,959)
                                                                   -------------
Net investment income                                                   267,810

Net realized loss on redemption of Fortis Series Fund, Inc.
  portfolio shares                                                      (27,354)
Net change in unrealized appreciation on investments                    351,983
                                                                   -------------
Net increase in net assets from operations                              592,439

Capital transactions:
  Purchase of Variable Account D units                               12,634,681
  Redemption of Variable Account D units                               (230,615)
  Policy administration charge redeemed from Fortis
    Series Fund, Inc.                                                       154
                                                                   -------------
Net increase in net assets from capital transactions                 12,404,220

Total increase in net assets                                         12,996,659
Net assets, beginning of year                                                 -
                                                                   -------------
Net assets, end of year                                             $12,996,659
                                                                   -------------
                                                                   -------------

</TABLE>

                                                                              12

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                   Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                                                     YEAR ENDED
                                                                    DECEMBER 31,
                                                                        1995
                                                                   -------------
<S>                                                                <C>
GLOBAL BOND SUBACCOUNT
Investment income:
  Dividend income                                                   $   336,887
  Policy administration charge (NOTE 3)                                    (174)
  Mortality, expense risk and administrative charges (NOTE 3)           (49,301)
                                                                   -------------
Net investment income                                                   287,412

Net realized gain on redemption of Fortis Series Fund, Inc.
  portfolio shares                                                       52,221
Net change in unrealized depreciation on investments                    (14,301)
                                                                   -------------
Net increase in net assets from operations                              325,332

Capital transactions:
  Purchase of Variable Account D units                                8,616,566
  Redemptions of Variable Account D units                            (2,223,052)
  Policy administration charge redeemed from Fortis
    Series Fund, Inc.                                                       174
                                                                   -------------
Net increase in net assets from capital transactions                  6,393,688
                                                                   -------------

Total increase in net assets                                          6,719,020
Net assets, beginning of year                                                 -
                                                                   -------------
Net assets, end of year                                              $6,719,020
                                                                   -------------
                                                                   -------------

</TABLE>

                                                                              13

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                   Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                                                     YEAR ENDED
                                                                    DECEMBER 31,
                                                                        1995
                                                                   -------------
<S>                                                                <C>
INTERNATIONAL STOCK SUBACCOUNT
Investment income:
  Dividend income                                                   $    180,007
  Policy administration charge (NOTE 3)                                    (217)
  Mortality, expense risk and administrative charges (NOTE 3)           (74,571)
                                                                   -------------
Net investment income                                                   105,219

Net realized gain on redemption of Fortis Series Fund, Inc.
  portfolio shares                                                        1,557
Net change in unrealized appreciation on investments                    646,603
                                                                   -------------
Net increase in net assets from operations                              753,379

Capital transactions:
  Purchase of Variable Account D units                               12,487,255
  Redemption of Variable Account D units                               (146,385)
  Policy administration charge redeemed from Fortis
    Series Fund, Inc.                                                       217
                                                                   -------------
Net increase in net assets from capital transactions                 12,341,087
                                                                   -------------

Total increase in net assets                                         13,094,466
Net assets, beginning of year                                                 -
                                                                   -------------
Net assets, end of year                                             $13,094,466
                                                                   -------------
                                                                   -------------

</TABLE>

                                                                              14

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                   Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31
                                                               1995               1994
                                                         -----------------------------------
<S>                                                      <C>                    <C>
VALUGROWTH STOCK SUBACCOUNT
Investment income:
  Dividend income                                           $   50,547          $        -
  Policy administration charge (NOTE 3)                            (58)                  -
  Mortality, expense risk and administrative charges
    (NOTE 3)                                                   (39,979)             (4,796)
                                                         -----------------------------------
Net investment income (loss)                                    10,510              (4,796)

Net realized gain on redemption of Norwest Select
  Fund portfolio shares                                         12,413                 499
Net change in unrealized appreciation (depreciation)
  on investments                                               510,859             (24,752)
                                                         -----------------------------------
Net increase (decrease) in net assets from operations          533,782             (29,049)

Capital transactions:
  Purchase of Variable Account D units                       3,099,798           1,400,545
  Redemption of Variable Account D units                      (225,312)            (22,297)
  Policy administration charge redeemed from Norwest
    Select Fund                                                     58                   -
                                                         -----------------------------------
Net increase in net assets from capital transactions         2,874,544           1,378,248
                                                         -----------------------------------

Total increase in net assets                                 3,408,326           1,349,199
Net assets, beginning of year                                1,349,199                   -
                                                         -----------------------------------
Net assets, end of year                                     $4,757,525          $1,349,199
                                                         -----------------------------------
                                                         -----------------------------------

</TABLE>

                                                                              15

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                   Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31
                                                               1995               1994
                                                         -----------------------------------
<S>                                                      <C>                      <C>
INTERMEDIATE BOND SUBACCOUNT
  Investment income:
  Dividend income                                           $  172,247            $      -
  Policy administration charge (NOTE 3)                             (8)                  -
  Mortality, expense risk and administrative charges
    (NOTE 3)                                                   (27,041)             (2,966)
                                                         -----------------------------------
Net investment income (loss)                                   145,198              (2,966)

Net realized gain (loss) on redemption of Norwest
  Select Fund portfolio shares                                  24,440                (113)
Net change in unrealized appreciation on investments            98,386                  51
                                                         -----------------------------------
Net increase (decrease) in net assets from operations          268,024              (3,028)

Capital transactions:
  Purchase of Variable Account D units                       2,635,557             701,952
  Redemption of Variable Account D units                      (521,303)            (13,149)
  Policy administration charge redeemed from Norwest
    Select Fund                                                      8                   -
                                                         -----------------------------------
Net increase in net assets from capital transactions         2,114,262             688,803
                                                         -----------------------------------

Total increase in net assets                                 2,382,286             685,775
Net assets, beginning of year                                  685,775                   -
                                                         -----------------------------------
Net assets, end of year                                     $3,068,061            $685,775
                                                         -----------------------------------
                                                         -----------------------------------

</TABLE>

                                                                              16

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                   Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31
                                                               1995               1994
                                                         -----------------------------------
<S>                                                      <C>                      <C>
ADJUSTABLE U.S. GOVERNMENT RESERVE SUBACCOUNT
Investment income:
  Dividend income                                             $  1,035            $      -
  Policy administration charge (NOTE 3)                              -                   -
  Mortality, expense risk and administrative charges
    (NOTE 3)                                                    (2,147)             (2,873)
                                                         -----------------------------------
Net investment loss                                             (1,112)             (2,873)

Net realized gain on redemption of Norwest Select
  Fund portfolio shares                                          5,426               1,784
Net change in unrealized (depreciation) appreciation
  on investments                                                (4,872)              4,872
                                                         -----------------------------------
Net (decrease) increase in net assets from operations             (558)              3,783

CAPITAL TRANSACTIONS:
  Purchase of Variable Account D units                         394,984             801,713
  Redemptions of Variable Account D Units                     (968,236)           (231,686)
  Policy administration charge redeemed from Norwest
    Select Fund                                                      -                   -
                                                         -----------------------------------
Net (decrease) increase in net assets from capital
  transactions                                                (573,252)            570,027
                                                         -----------------------------------

Total (decrease) increase in net assets                       (573,810)            573,810
Net assets, beginning of year                                  573,810                   -
                                                         -----------------------------------
Net assets, end of year                                       $      -            $573,810
                                                         -----------------------------------
                                                         -----------------------------------

</TABLE>

                                                                              17

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                   Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                                                     YEAR ENDED
                                                                    DECEMBER 31,
                                                                        1995
                                                                   -------------
<S>                                                                <C>
SMALL COMPANY STOCK SUBACCOUNT
Investment income:
  Dividend income                                                     $  28,697
  Policy administration charge (NOTE 3)                                       -
  Mortality, expense risk and administrative charges (NOTE 3)            (2,828)
                                                                   -------------
Net investment income                                                    25,869

Net realized loss on redemption of Norwest Select Fund
  portfolio shares                                                         (329)
Net change in unrealized depreciation on investments                    (12,343)
                                                                   -------------
Net increase in net assets from operations                               13,197

Capital transactions:
  Purchase of Variable Account D units                                  862,524
  Redemption of Variable Account D units                                 (3,639)
  Policy administration charge redeemed from Norwest
    Select Fund                                                               -
                                                                   -------------
Net increase in net assets from capital transactions                    858,885
                                                                   -------------

Total increase in net assets                                            872,082
Net assets, beginning of year                                                 -
                                                                   -------------
Net assets, end of year                                                $872,082
                                                                   -------------
                                                                   -------------

</TABLE>

                                                                              18

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                   Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31
                                                               1995               1994
                                                         -----------------------------------
<S>                                                      <C>                   <C>
INTERNATIONAL PORTFOLIO SUBACCOUNT
Investment income:
  Dividend income                                           $    5,274         $         -
  Policy administration charge (NOTE 3)                             (7)                  -
  Mortality, expense risk and administrative charges
    (NOTE 3)                                                   (19,707)             (3,751)
                                                         -----------------------------------
Net investment loss                                            (14,440)             (3,751)

Net realized loss on redemption of Scudder Variable
  Life Investment Fund portfolio shares                         (4,479)             (2,393)
Net change in unrealized appreciation (depreciation)
  on investments                                               150,241             (36,913)
                                                         -----------------------------------
Net increase (decrease) in net assets from operations          131,322             (43,057)

Capital transactions:
  Purchase of Variable Account D units                       1,133,126           1,037,359
  Redemption of Variable Account D units                      (431,126)            (16,178)
  Policy administration charge redeemed from Scudder
     Variable Life Investment Fund                                   7                   -
                                                         -----------------------------------
Net increase in net assets from capital transactions           702,007           1,021,181
                                                         -----------------------------------

Total increase in net assets                                   833,329             978,124
Net assets, beginning of year                                  978,124                   -
                                                         -----------------------------------
Net assets, end of year                                     $1,811,453         $   978,124
                                                         -----------------------------------
                                                         -----------------------------------

</TABLE>

SEE ACCOMPANYING NOTES.

                                                                              19

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                            Notes to Financial Statements

                                  December 31, 1995


1. GENERAL

Fortis Benefits Insurance Company Variable Account D (the Account) was
established as a segregated asset account of Fortis Benefits Insurance Company
(Fortis Benefits) on October 14, 1987 under Minnesota Law. The Account is
registered under the Investment Company Act of 1940 as a unit investment trust.

Fortis Benefits was founded in 1910. At the end of 1995, Fortis Benefits had
approximately $86 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 N.V. AMEV and 50% by Compagnie Financiere et de
Reassurance du Group AG ("Group AG"). Fortis, Inc. manages the United States
operations for these two companies.

N.V. AMEV is a diversified financial services company headquartered in Utrecht,
The Netherlands, where its insurance operations began in 1847. Group AG is a
diversified financial services company headquartered in Brussels, Belgium, where
its insurance operations began in 1824. N.V. AMEV and Group 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 over $140 billion
in assets at the end of 1995.

Fortis Advisers, Inc. (a wholly-owned subsidiary of Fortis, Inc.) provides
investment management services to the portfolios in exchange for investment
advisory and management fees. Investment advisory and management fees are based
on each portfolio's daily net assets and decrease in reduced percentages as
average daily net assets increase. The fees represent an investment expense to
Fortis Series Fund, Inc. which reduces the portfolios' net assets. The fees
charged by Fortis Advisers, Inc. are not available on an individual variable
account basis. Fees for all variable accounts to which Fortis Advisers, Inc.
provided investment management services amounted to $7,819,224, $5,839,044 and
$3,748,274 in 1995, 1994 and 1993, respectively.

                                                                              20

<PAGE>


                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


1. GENERAL (CONTINUED)

There are sixteen subaccounts within the Account. The investment objectives and
policies of each of the Account's subaccounts are as follows:

    -    GROWTH STOCK SUBACCOUNT--seeks growth of capital through short-term
         and long-term appreciation.


    -    U.S. GOVERNMENT SECURITIES SUBACCOUNT--seeks to earn a high level of
         current income consistent with prudent investment risk.

    -    MONEY MARKET SUBACCOUNT--seeks high levels of capital stability and
         liquidity and, to the extent consistent with these objectives, a high
         level of current income.

    -    ASSET ALLOCATION SUBACCOUNT--seeks favorable overall rates of return
         on capital primarily through increased ownership of equity securities
         during periods when stock market conditions appear favorable and
         short-term and long-term debt instruments during periods when stock
         market conditions are less favorable.

    -    DIVERSIFIED INCOME SUBACCOUNT--seeks high levels of current income by
         investing primarily in a diversified portfolio of government
         securities and investment-grade corporate bonds.

    -    GLOBAL GROWTH SUBACCOUNT--seeks long-term capital appreciation in
         equity securities that are allocated among diverse international
         markets.

    -    AGGRESSIVE GROWTH SUBACCOUNT--seeks long-term capital appreciation in
         equity securities.

    -    GROWTH & INCOME SUBACCOUNT--seeks growth of capital and current income
         through ownership of equity securities that provide an income
         component and the potential for growth.

    -    HIGH YIELD SUBACCOUNT--seeks maximum total return through current
         income from, and capital appreciation of, a diversified portfolio of
         high-yielding fixed-income securities.

                                                                              21

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


1. GENERAL (CONTINUED)

    -    GLOBAL ASSET ALLOCATION SUBACCOUNT--seeks favorable overall rates of
         return through ownership of foreign and domestic equity securities
         when stock market conditions appear favorable and short-term and
         long-term foreign and domestic debt instruments when stock market
         conditions are less favorable.

    -    GLOBAL BOND SUBACCOUNT--seeks total return from current income and
         capital appreciation by investing in a global portfolio of
         high-quality fixed-income securities.

    -    INTERNATIONAL STOCK SUBACCOUNT--seeks capital appreciation by
         investing primarily in equity securities of non-United States
         companies.

    -    VALUGROWTH STOCK SUBACCOUNT--seeks growth of capital by investing
         principally in medium and large capitalization companies that possess
         above-average growth characteristics and attractive valuations.

    -    INTERMEDIATE BOND SUBACCOUNT--seeks income through investing primarily
         in a diversified portfolio of government and corporate bonds in an
         evenly balanced maturity structure.


    -    SMALL COMPANY STOCK SUBACCOUNT--seeks growth of capital by investing
         primarily in the common stock of small and medium-size domestic
         companies that are either in the early stages of development or that
         produce goods and services having a favorable prospect for growth.

    -    INTERNATIONAL PORTFOLIO SUBACCOUNT--seeks long-term growth of capital
         primarily through diversified holdings of marketable foreign equity
         securities.

                                                                              22

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


2. INVESTMENTS

Investments in shares of Fortis Series Fund, Inc., the Norwest Select Fund and
the Scuddder Variable Life Investment Fund (the Funds) are stated at market
value, which is based on the percentage owned by the Account of the net asset
value of the respective portfolios of the Funds. The Funds' net asset value is
based on market quotations of the securities held in the portfolios. The cost of
investments sold and redeemed is determined using the average cost method.
Unrealized appreciation or depreciation of investments represents the Account's
share of the mutual fund's undistributed net investment income, undistributed
realized gains and losses and unrealized appreciation or depreciation in the
Funds' investments.

Purchases and sales of shares of the Funds are recorded on the trade date. The
number of shares and aggregate cost of purchases and proceeds from sales of
shares were as follows:

Year ended December 31, 1995:
<TABLE>
<CAPTION>
                                                             SHARES               
                                                 ---------------------------       COST OF         PROCEEDS
                                                   PURCHASED        SOLD          PURCHASES       FROM SALES
                                                 -------------------------------------------------------------
<S>                                              <C>             <C>            <C>             <C>
Fortis Series Fund, Inc.:
  Growth Stock Series                              1,474,490       534,461      $38,219,083     $13,219,252
  U.S. Government Securities Series                  774,095     2,822,335        8,256,814      28,588,389
  Money Market Series                              3,006,701     3,520,068       32,427,432      37,776,714
  Asset Allocation Series                          1,708,881       515,324       26,748,824       7,609,627
  Diversified Income Series                          436,611     1,063,223        5,016,172      11,853,689
  Global Growth Series                             1,232,021       624,923       18,345,602       8,164,182
  Aggressive Growth Series                         2,130,122       300,532       24,945,836       3,730,794
  Growth & Income Series                           2,741,398        71,626      31,425 ,809         818,308
  High Yield Series                                1,387,101       266,413       14,170,291       2,741,248
  Global Asset Allocation Series                   1,130,399        23,288       12,516,549         230,769
  Global Bond Series                                 759,105       193,919        8,564,998       2,223,226
  International Stock Series                       1,159,824        14,425       12,411,656         146,602
Norwest Select Fund:
  ValuGrowth Stock Fund                              273,933        20,542        3,057,527         225,370
  Intermediate Bond Fund                             242,873        48,103        2,608,128         521,311
  Adjustable U.S. Government Reserve Fund             38,761        94,688          392,834         968,236
  Small Company Stock Fund                            75,540           314          859,233           3,639
Scudder Variable Life Investment Fund:
  International Portfolio                            101,034        39,728        1,113,265         431,133
</TABLE>

                                                                              23

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


2. INVESTMENTS (CONTINUED)

Year ended December 31, 1994:

<TABLE>
Caption>
                                                          SHARES                 
                                                 -------------------------       COST OF         PROCEEDS
                                                   PURCHASED       SOLD         PURCHASES       FROM SALES
                                                 -----------------------------------------------------------
<S>                                              <C>             <C>           <C>              <C>
Fortis Series Fund, Inc.:
  Growth Stock Series                              3,266,440       631,035     $72,583,504      $13,830,835
  U.S. Government Securities Series                1,186,119     5,847,237      12,608,370       60,458,766
  Money Market Series                              5,458,066     3,903,494      52,479,135       40,593,794
  Asset Allocation Series                          4,191,226       496,813      58,622,192        6,924,469
  Diversified Income Series                        2,065,335     1,262,643      24,259,910       14,270,172
  Global Growth Series                             5,023,325       214,984      63,626,783        2,654,200
  Aggressive Growth Series                         1,246,139       103,726      11,828,451          976,762
  Growth & Income Series                           1,497,281        21,061      15,217,894          213,057
  High Yield Series                                1,381,673       175,340      13,771,173        1,751,362
Norwest Select Fund:
  ValuGrowth Stock Fund                              139,803         2,270       1,396,722           22,296
  Intermediate Bond Fund                              70,247         1,326         698,920           13,149
  Adjustable U.S. Government Reserve Fund             78,556        22,627         798,991          231,685
Scudder Variable Life Investment Fund:
  International  Portfolio                            93,016         1,517       1,031,994           16,179
</TABLE>

Year ended December 31, 1993:

<TABLE>
<CAPTION>
                                                           SHARES                  
                                                 -------------------------         COST OF       PROCEEDS
                                                   PURCHASED         SOLD         PURCHASES     FROM SALES
                                                 -----------------------------------------------------------
<S>                                              <C>             <C>          <C>               <C>
Fortis Series Fund, Inc.:
  Growth Stock Series                              5,569,173     2,023,801    $119,659,211      $42,043,870
  U.S. Government Securities Series                7,847,700       430,131      89,739,057        4,904,695
  Money Market Series                              6,363,355     6,434,104      66,955,179       66,422,463
  Asset Allocation Series                          7,003,489        20,087      96,874,500          275,610
  Diversified Income Series                        4,741,780       124,081      58,340,524        1,557,351
  Global Growth Series                             4,674,292        29,735      56,287,883        3,270,592
</TABLE>
                                                                              24

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)

2. INVESTMENTS (CONTINUED)

The number of shares and cost of shares issued from reinvestment of dividends
with the Funds were as follows:

Year ended December 31, 1995:

<TABLE>
<CAPTION>
                                                                  COST OF
                                                     SHARES       SHARES
                                                  --------------------------
<S>                                               <C>          <C>
Fortis Series Fund, Inc.:
  Growth Stock Series                                67,820    $ 1,840,330
  U.S. Government Securities Series                     834          8,296
  Money Market Series                               134,020      1,390,716
  Asset Allocation Series                           771,842     12,053,233
  Diversified Income Series                             439          4,826
  Global Growth Series                               57,730        889,918
  Aggressive Growth Series                           10,929        131,332
  Growth & Income Series                             72,502        909,272
  High Yield Series                                 225,440      2,182,916
  Global Asset Allocation Series                     30,572        345,923
  Global Bond Series                                 30,119        336,887
  International Stock Series                         16,292        180,007
Norwest Select Fund:
  ValuGrowth Stock Fund                               4,219         50,547
  Intermediate Bond Fund                             15,730        172,247
  Small Company Stock Fund                            2,569         28,697
Scudder Variable Life Investment Fund:
  International Portfolio                               448          5,274

Year ended December 31, 1994:
<CAPTION>
                                                                 COST OF
                                                     SHARES      SHARES
                                                 --------------------------
<S>                                              <C>          <C>
Fortis Series Fund, Inc.:
  Growth Stock Series                               101,668   $  2,224,886
  U.S. Government Securities Series               1,448,879     13,644,959
  Money Market Series                                     -              -
  Asset Allocation Series                           679,533      9,186,739
  Diversified Income Series                         731,228      7,607,329
  Global Growth Series                               68,077        829,695
  Aggressive Growth Series                           4 ,680         45,402
  Growth & Income Series                             15,373        154,775
  High Yield Series                                  57,965        546,340
</TABLE>
                                                                              25

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


2. INVESTMENTS (CONTINUED)

<TABLE>
<CAPTION>
                                                                    COST OF
                                                       SHARES       SHARES
                                                 ---------------------------
<S>                                              <C>               <C>
Norwest Select Fund:
  ValuGrowth Stock Fund                                   -        $     -
  Intermediate Bond Fund                                  -              -
  Adjustable U.S. Government Reserve Fund                 -              -
Scudder Variable Life Investment Fund:
  International Portfolio                                 -              -

Year ended December 31, 1993:
<CAPTION>
                                                                   COST OF
                                                     SHARES        SHARES
                                                 ---------------------------
<S>                                              <C>           <C>
Fortis Series Fund, Inc.:
  Growth Stock Series                                41,732    $   948,153
  U.S. Government Securities Series               1,425,752     15,640,218
  Money Market Series                                64,733        662,017
  Asset Allocation Series                           415,385      5,851,029
  Diversified Income Series                         505,980      6,042,059
  Global Growth Series                               12,263        155,024
</TABLE>

3. ORGANIZATIONAL EXPENSES AND OTHER CHARGES

ORGANIZATIONAL EXPENSES

Fortis Benefits assumes all organizational expenses of the Account.

PREMIUM TAXES

Where premium taxes or similar assessments are imposed by states or other
jurisdictions upon receipt of purchase payments, Fortis Benefits pays such taxes
on behalf of the contract owner and then will deduct a charge for these amounts
from the contract value upon surrender, death of the annuitant or contract
owner, or annuitization of the contract. In jurisdictions where premium taxes or
similar assessments are imposed at the time annuity payments begin, Fortis
Benefits will deduct a charge on a pro rata basis from the contract value at
that time.

                                                                              26
<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


3. ORGANIZATIONAL EXPENSES AND OTHER CHARGES (CONTINUED)

POLICY ADMINISTRATION CHARGE

A $35 annual policy administrative charge is deducted each contract year from
the value of each Opportunity Variable and Masters Variable Annuity contract or
$30 for each Norwest Passage Variable Annuity contract on each anniversary of
the contract date or upon total surrender of the contract. This charge will be
waived during the accumulation period if the contract value at the end of the
contract year (or upon total surrender) is $25,000 or more.

MORTALITY AND EXPENSE RISK CHARGE

Fortis Benefits assesses each subaccount of the Account a daily charge for
mortality and expense risk at an annual rate of 1.25% of the net assets
representing equity of contract owners held in each subaccount.

ADMINISTRATIVE CHARGE

Fortis Benefits assesses each Fortis Series Fund, Inc. subaccount a daily charge
for administrative expenses at an annual rate of .10% of the net assets
representing equity of contract owners. For the Norwest Select Fund and Scudder
Variable Life Investment Fund subaccounts, the administrative charge is assessed
at an annual rate of .15%.

SURRENDER CHARGE

FREE SURRENDERS--The following amounts can be withdrawn from the contract
without a surrender charge:

  -  Any purchase payments received more than five years prior to the surrender
     date for Opportunity and Norwest Passage Variable Annuity contracts and
     seven years for Masters Variable Annuity contracts.

                                                                              27

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


3. ORGANIZATIONAL EXPENSES AND OTHER CHARGES (CONTINUED)

  -  In any contract year, up to 10% of the purchase payments received less
     than five years prior to the surrender date for Opportunity and Norwest
     Passage Variable Annuity contracts and seven years prior to the surrender
     date for Masters Variable Annuity contracts.

  -  For Norwest Passage and Masters Variable Annuity contracts, any earnings
     that have not been previously surrendered.

AMOUNT OF SURRENDER CHARGE--Surrender charges apply only if the amount being
withdrawn exceeds the sum of the amounts listed above under Free Surrenders. The
surrender charge is based on a percentage of the amount of purchase payments
surrendered. The percentage of payments is set at 5% during the first year on
the Opportunity and Norwest Passage Variable Annuity contracts with a sliding
scale down to zero by the end of the fifth year, and is set at 7% during the
first year of the Masters Variable Annuity contracts with a sliding scale down
to zero by the end of the seventh year. Surrender charges collected by Fortis
Benefits were $2,205,945, $1,988,863 and $857,644 in 1995, 1994 and 1993,
respectively.

4. FEDERAL INCOME TAXES

The operations of the Account form a part of, and are taxed with, the operations
of Fortis Benefits, which is taxed as a life insurance company under the
Internal Revenue Code. As a result, the net asset values of the subaccounts are
not affected by federal income taxes on income distributions received by the
subaccounts.

                                                                              28

<PAGE>

REPORT OF INDEPENDENT AUDITORS

The Board of Directors 
Fortis Benefits Insurance Company

We have audited the accompanying balance sheets of Fortis Benefits Insurance
Company as of December 31, 1995 and 1994, and the related statements of income,
shareholder's equity and cash flows for each of the three years in the period
ended December 31, 1995.  These financial statements are the responsibility of
the Company's management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Fortis Benefits Insurance
Company at December 31, 1995 and 1994, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1995, in
conformity with generally accepted accounting principles.

In 1993, as discussed in note 2 to the financial statements, the Company changed
its method of accounting for income taxes, postretirement benefits other than
pensions and certain investments in debt and equity securities.


/s/  ERNST & YOUNG LLP

Minneapolis, Minnesota
February 14, 1996

<PAGE>

                          FORTIS BENEFITS INSURANCE COMPANY

                                    BALANCE SHEETS
                         (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                             DECEMBER 31
                                                          1995         1994
                                                       -----------------------
<S>                                                    <C>          <C>
ASSETS

Investments--Note 4
   Fixed maturities, at fair value (amortized cost 
     1995--$1,951,204; 1994--$1,749,347)               $2,075,624   $1,674,782
   Equity securities, at fair value 
   (cost 1995--$60,935;1994--$59,010)                      78,852       64,552
   Mortgage loans on real estate, less allowance for
     possible losses (1995--$8,353; 1994--$7,429)         562,697      452,547
   Policy loans                                            53,863       49,221
   Short-term investments                                 153,499      117,562
   Real estate and other investments                       11,918       13,441
                                                       ----------   ----------
                                                        2,936,453    2,372,105

Cash                                                            1       10,888

Receivables:
   Uncollected premiums                                    55,992       40,667
   Reinsurance recoverable on unpaid and paid losses       11,812       15,181
   Due from affiliates                                        388        2,220
   Other                                                   14,581       12,593
                                                       ----------    ----------
                                                           82,773       70,661

Accrued investment income                                  41,209       38,584
Deferred policy acquisition costs--Note 5                 237,509      232,198
Property and equipment at cost, less
   accumulated depreciation--Note 6                        60,031       56,939
Deferred federal income taxes--Note 8                           -       48,509
Other assets                                                3,551        1,120
Assets held in separate accounts--Note 9                1,781,485    1,212,910
                                                       ----------   ----------
Total Assets                                           $5,143,012   $4,043,914
                                                       ----------   ----------
                                                       ----------   ----------
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS


                                          2
<PAGE>

                          FORTIS BENEFITS INSURANCE COMPANY

                                    BALANCE SHEETS
                         (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                   DECEMBER 31
                                                               1995           1994
                                                            -------------------------
<S>                                                         <C>            <C>
POLICY RESERVES,LIABILITIES, AND
SHAREHOLDER'S EQUITY

POLICY RESERVES AND LIABILITIES
 Future policy benefit reserves:
   Traditional life insurance                               $  407,706     $  375,257
   Interest sensitive and investment products                1,101,931        912,653
   Accident and health                                         832,925        798,293
                                                            ----------     ----------
                                                             2,342,562      2,086,203

   Unearned premiums                                             13,04          6,145
   Other policy claims and benefits payable                     196,40         16,864
   Policyholder dividends payable                                7,930           6793
                                                            ----------     ----------
                                                             2,559,939       2,279,05
   Accrued expenses                                             68,441         45,905
   Current income taxes payable                                  5,375          4,352
   Deferred federal income taxes--Note 8                         9,538              -
   Other liabilities                                            31,145         32,416
   Liabilities related to separate accounts                  1,757,476      1,208,039
                                                            ----------     ----------
 Total Policy Reserves and Liabilities                       4,431,914      3,569,717


SHAREHOLDER'S EQUITY--Notes 1, 10 and 12
 Common stock, $5 par value, 1,000,000
  shares authorized, issued and outstanding                      5,000          5,000
 Additional paid-in capital                                    408,000        358,000
 Retained earnings                                             207,421        153,551
 Unrealized gains (losses) on investments, 
  net --Note 4                                                  88,131        (42,908)
 Unrealized gains on assets held in separate accounts
  net of deferred taxes of $1,371 in 1995 and $298 in 1994       2,546            554
                                                            ----------     ----------
Total Shareholder's Equity                                     711,098        474,197
                                                            ----------     ----------

Total Reserves, Liabilities, and Shareholder's Equity       $5,143,012     $4,043,914
                                                            ----------     ----------
                                                            ----------     ----------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS


                                          3
<PAGE>

                          FORTIS BENEFITS INSURANCE COMPANY
                                 STATEMENTS OF INCOME
                                    (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                  YEAR ENDED DECEMBER 31
                                                                   1995           1994           1993 
                                                                -----------------------------------------
<S>                                                             <C>           <C>             <C>       
REVENUES
 Insurance operations
  Traditional life insurance premiums                           $  251,353     $  207,824     $  187,863
  Interest sensitive and investment product policy charges          46,076         37,823         28,778
   Accident and health premiums                                    934,900        776,799        738,412
                                                                ----------     ----------     ----------
                                                                   232,329      1,022,446        955,053
 Net investment income--Note 4                                     203,537        162,514        153,657
 Realized gains (losses) on investments--Note 4                     55,080        (28,815)        73,623
 Other income                                                       33,085         35,958         27,100
                                                                ----------     ----------     ----------
Total Revenues                                                   1,524,031      1,192,103      1,209,433

BENEFITS AND EXPENSES
 Benefits to policyholders:
   Traditional life insurance                                      202,911        162,168        145,958
   Interest sensitive and investment products                       73,676         55,026         50,935
   Accident and health                                             769,588        620,367        598,146
                                                                ----------     ----------     ----------
                                                                 1,046,175        837,561        795,039
 Policyholder dividends                                              4,305          1,986          5,855
 Amortization of deferred policy acquisition costs--Note 5          41,291         34,566         36,503
 Insurance commissions                                              95,559         86,111         76,816
 General and administrative expenses                               254,940        197,427        185,986
                                                                ----------     ----------     ----------
TOTAL BENEFITS AND EXPENSES                                      1,442,270      1,157,651      1,100,199
                                                                ----------     ----------     ----------

INCOME BEFORE FEDERAL INCOME TAXES AND
  CUMULATIVE EFFECT OF ACCOUNTING CHANGES                           81,761         34,452        109,234

Federal income taxes--Note 8                                        27,891         11,595         31,090
                                                                ----------     ----------     ----------
INCOME BEFORE CUMULATIVE EFFECT OF
  ACCOUNTING CHANGES                                                53,870         22,857         78,144

  Cumulative effect of change in accounting for
   income taxes--Note 2                                                -              -            4,814
  Cumulative effect of change in accounting for
   postretirement benefits other than pensions, net
   of tax--Note 2                                                      -              -           (1,251)
                                                                ----------     ----------     ----------
NET INCOME                                                       $  53,870      $  22,857      $  81,707
                                                                ----------     ----------     ----------
                                                                ----------     ----------     ----------
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS.


                                        4

<PAGE>

                          FORTIS BENEFITS INSURANCE COMPANY
                                           
                     STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
                                    (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                                         UNREALIZED
                                                                                         UNREALIZED       GAINS ON
                                                                                           GAINS           ASSETS
                                                           ADDITIONAL                    (LOSSES)         HELD IN
                                                COMMON       PAID-IN        RETAINED        ON            SEPARATE
                                                STOCK        CAPITAL        EARNINGS    INVESTMENTS       ACCOUNTS        TOTAL  
                                                -----        -------        --------    -----------       --------        -----  
<S>                                            <C>          <C>            <C>          <C>               <C>           <C>      
Balance January 1,1993                         $ 5,000      $ 345,000      $  52,634       $  4,263          $ 657      $ 407,554

Net income                                           -              -         81,707              -              -         81,707
Dividends to shareholder                             -              -         (4,000)             -              -         (4,000)

Other                                                -              -            353              -              -            353

Change in unrealized gains on
 investments, net                                    -              -              -          2,099              -          2,099

Change in unrealized gains on
investments, net, resulting from
initial adoption of FASB 115 (Note 1)                -              -              -         43,782              -         43,782

Change in unrealized gain on assets held
 in separate account, net of deferred tax
 expense of $238                                     -              -              -              -            413            413
                                            ----------      ---------     ----------      ---------     ----------     ----------
Balance December 31, 1993                        5,000        345,000        130,694         50,144          1,070        531,908
Net income                                           -              -         22,857              -              -         22,857

Additional paid-in capital                           -         13,000              -              -              -         13,000
Change in unrealized losses on
   investments, net                                  -              -              -        (93,052)             -        (93,052)

Change in unrealized gain on assets held
   in separate account, net of deferred tax
   benefit of $277                                   -              -              -              -           (516)          (516)
                                            ----------      ---------     ----------      ---------     ----------     ----------
Balance December 31, 1994                        5,000        358,000        153,551        (42,908)           554        474,197

Net income                                           -              -         53,870              -              -         53,870

Additional paid-in capital                           -         50,000              -              -              -         50,000

Change in unrealized gains on
investments, net                                     -              -              -        131,039              -        131,039

Change in unrealized gain on assets held in
separate account net of deferred tax
expense of $1,073                                    -              -              -              -          1,992          1,992
                                            ----------      ---------     ----------      ---------     ----------     ----------
Balance December 31, 1995                       $5,000       $408,000       $207,421        $88,131         $2,546       $711,098
                                            ----------      ---------     ----------      ---------     ----------     ----------
                                            ----------      ---------     ----------      ---------     ----------     ----------
</TABLE>


                                        5

<PAGE>

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                                        6

<PAGE>

                          FORTIS BENEFITS INSURANCE COMPANY
                               STATEMENT OF CASH FLOWS
                                    (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                                 YEAR ENDED DECEMBER 31
                                                                1995                     1994                     1993 
                                                         ---------------------------------------------------------------
<S>                                                    <C>                      <C>                        <C>         
OPERATING ACTIVITIES
 Net income                                             $      53,870            $      22,857              $    81,707

 Adjustments to reconcile net income to net
  cash provided by operating activities:
    Cumulative effect of accounting changes                        -                        -                    (3,563)
    Increase in future policy benefit reserves for
      traditional, interest sensitive and accident
      and health policies                                      80,478                   79,014                   58,299
    Increase (decrease) in other policy claims and
      benefits and policyholder dividends payable              27,676                   10,075                  (15,868)
    Decrease in deferred federal income taxes                 (13,584)                  (2,356)                  (9,776)
    Increase (decrease) in income taxes payable                 1,023                    3,283                  (12,733)
    Amortization of policy acquisition costs                   41,291                   34,566                   36,503
    Policy acquisition costs deferred                         (56,391)                 (54,349)                 (45,841)
    Provision for mortgage loan losses                            924                    1,105                    1,648
    Provision for depreciation                                 15,654                   12,267                    9,399
    Accrual of discount, net                                     (239)                    (914)                      72
    Change in receivables, accrued investment
      income, unearned premiums, accrued expenses
      and other liabilities                                     3,427                  (36,650)                   5,751
    Net realized (gains) losses on investments                (55,080)                  28,815                  (73,623)
    Other                                                      (2,431)                    (135)                     164
                                                        -------------             ------------            -------------
NET CASH PROVIDED BY OPERATING ACTIVITIES                      96,618                   97,578                   32,139

NVESTING ACTIVITIES
 Purchase of fixed maturity investments                    (2,151,133)              (1,943,697)              (2,337,842)
 Sales or maturities of fixed maturity investments          2,000,068                1,798,184                2,358,288
 (Increase) decrease in short-term investments                (35,908)                 (44,266)                  28,756
 Purchase of other investments                               (240,264)                (211,836)                (201,601)
 Sales or maturities of other investments                     112,598                  104,399                   75,539
 Purchase of property and equipment                           (19,975)                 (16,164)                 (13,155)
 Purchase of group insurance business                              -                    (6,644)                  (5,521)
 Other                                                          1,229                      500                       49
                                                        -------------             ------------            -------------
NET CASH USED BY INVESTING ACTIVITIES                        (333,385)                (319,524)                 (95,487)

FINANCING ACTIVITIES
 Activities related to investment products:
  Considerations received                                     187,484                  200,499                   68,943
  Surrenders and death benefits                               (60,522)                 (19,207)                 (37,262)
  Interest credited to policyholders                           48,918                   31,867                   30,024
 Additional paid-in capital from shareholder                   50,000                   13,000                       - 
 Dividends paid to shareholder                                     -                        -                    (4,000)
                                                        -------------             ------------            -------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                     225,880                  226,159                   57,705
                                                        -------------             ------------            -------------

INCREASE (DECREASE) IN CASH                                   (10,887)                   4,213                   (5,643)
Cash at beginning of year                                      10,888                    6,675                   12,318
                                                        -------------             ------------            -------------

CASH AT END OF YEAR                                     $           1            $      10,888              $     6,675
                                                        -------------             ------------            -------------
                                                        -------------             ------------            -------------
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS


                                        7

<PAGE>


                             Note to Financial Statements
                          Fortis Benefits Insurance Company
                                  December 31, 1995

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS
Fortis Benefits Insurance Company (the Company)  is an affiliate of the
worldwide Fortis group of companies owned by Fortis AMEV of the Netherlands and
Fortis AG of Belgium.  The Company is incorporated in Minnesota and distributes
its products in all states except  New York.  To date, the majority of the
Company's revenues have been derived from group employee benefits products and
the remainder from individual life and annuity products.

BASIS OF STATEMENT PRESENTATION
The financial statements are presented in conformity with generally accepted
accounting principles.  Certain amounts included in the 1993 and 1994 financial
statements have been reclassified to conform to the 1995 presentation.

RECOGNITION OF REVENUES, POLICY RESERVES AND LIABILITIES AND POLICY ACQUISITION
COSTS
The Company follows generally accepted accounting principles which differ in
certain respects from statutory accounting practices prescribed or permitted by
regulatory authorities.  The more significant of these principles are:

 Premiums for long-duration traditional life policies are recognized as
 revenues when due over the premium-paying period.  Liabilities for future
 policy benefits and expenses are computed using the net level method and
 include investment yield, mortality, withdrawal, and other assumptions based
 on the Company's experience, modified as necessary to reflect anticipated
 trends and to include provisions for possible unfavorable deviations.

 Revenues for universal life and investment products consist of charges
 assessed against policy account balances during the period for the cost of
 insurance, policy administration, and surrender charges.  Future policy
 benefit reserves are computed under the retrospective deposit method and
 consist of policy account balances before applicable surrender charges and
 certain deferred policy initiation fees that are being recognized in income
 over the term of the policies.  Policy benefits charged to expense during the
 period include amounts paid in excess of policy account balances and interest
 credited to policy account balances.  Interest credit rates for universal life
 and investment products ranged from   4% to 7.80% in 1995 and 1994.

 Premiums for long-term disability, short-term traditional life, and accident
 and health are recognized as revenues ratably over the contract period in
 proportion to the risk insured.   Liabilities for future disability income
 policy  benefits are based on the 1964 Commissioners Disability Table at 6
 percent interest.  Calculated reserves are modified based on the Company's
 actual experience.  Claims and benefits payable for reported and incurred but
 not reported  losses and related loss adjustment expenses are determined using
 case-basis estimates and past experience.  The methods of making such
 estimates and establishing the related liabilities are continually reviewed
 and updated.  Any adjustments resulting therefrom are reflected in earnings
 currently.

 For interest sensitive and investment products,  deferred policy acquisition
 costs are amortized in relation to profits. For group life, accident and
 health, disability, and dental insurance business acquired on October 1, 1991
 (see Note 3), the Company recorded the present value of future profits as
 deferred policy acquisition costs.  These costs are amortized in proportion to
 premium revenue over the estimated premium  paying period of the related
 policies and, if required, are expensed when such costs are deemed not to be
 recoverable from future policy revenues, including the related investment
 income.


                                          8

<PAGE>

                          Fortis Benefits Insurance Company

                            Notes to Financial Statements

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- CONTINUED

RECOGNITION OF REVENUES, POLICY RESERVES AND LIABILITIES AND POLICY ACQUISITION
COSTS - CONTINUED

 For insurance products issued subsequent to December 31, 1984, the costs of
 acquiring new business, which vary with and are directly related to the
 production of new business, are deferred, to the extent recoverable from
 future profits, and amortized against income.  The period of amortization
 varies depending upon the product.  For traditional life products, the policy
 acquisition costs are deferred and amortized over the premium paying period of
 the contracts.  For interest sensitive and investment products, the policy
 acquisition costs are deferred and amortized in relation to the present value
 of estimated future gross profits.

INVESTMENTS

The Company's investment strategy is developed based on many factors including
insurance liability matching, rate of return, maturity, credit risk, tax
considerations and regulatory requirements.

Prior to December 31, 1993, the Company classified fixed maturity investments as
available-for-sale recorded at the lower of amortized cost or market, computed
on a portfolio basis.  Equity securities were carried at fair value.  At
December 31, 1993, all fixed maturity securities were classified as
available-for-sale and carried at fair value.  The effect of adopting Statement
115 at December 31, 1993 was to increase the carrying amount of fixed maturities
by $76,309,000, policyholder dividends payable by $2,684,000, deferred income
taxes by $23,575,000 and shareholder's equity by $43,782,000 and to reduce the
carrying amount of deferred policy acquisition costs by $6,268,000.  Beginning
in 1994, the classification of fixed maturity investments between
available-for-sale or held to maturity is  made at the time of each purchase
and, prospectively, that classification is reevaluated as of each balance sheet
date.

Changes in market values of available-for-sale securities, after deferred income
taxes and after adjustment for the amortization of deferred policy acquisition
costs, and participating policyholders' share of earnings are reported as
unrealized gains (losses) on investments directly in shareholder's equity and,
accordingly, have no effect on net income.  The offsets to the unrealized
appreciation or depreciation represent valuation adjustments relating to amounts
of additional deferred policy acquisition costs or amortization of deferred
policy acquisition costs and the additional liabilities established for future
policyholder benefits and participating policyholders' share of the Company's
earnings that would have been required as a charge or credit to operations had
such unrealized amounts been realized.

Mortgage loans constitute first liens on commercial real estate and other income
producing properties.  The insurance statutes in Minnesota generally require
that the initial principal loaned not  exceed 80% of the appraised value of the
property securing the loan.  The Company's policy fully complies with this
statute.  Mortgage loans on real estate are reported at unpaid balances,
adjusted for amortization of premium or discount, less allowance for possible
losses.  The change in the allowance for possible losses is recorded with
realized gains and losses on investments.  Policy loans are reported at unpaid
balance.

Realized gains and losses on sales of investments, and declines in  value judged
to be other-than-temporary, are recognized on the specific identification basis.
Investment income is recorded as earned.


                                          9

<PAGE>

                          Fortis Benefits Insurance Company

                            Notes to Financial Statements

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- CONTINUED

PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost less accumulated depreciation.  The
Company provides for depreciation principally on the straight line method over
the estimated useful lives of the related property.

INCOME TAXES
Income taxes have been provided using the liability method in accordance with
Financial Accounting Standards Board ("FASB") Statement 109, ACCOUNTING FOR
INCOME TAXES.  Deferred tax assets and liabilities are determined based on the
differences between the financial reporting and the tax bases and are measured
using the enacted tax rates.

SEPARATE ACCOUNTS
Assets and liabilities associated with separate accounts relate to premium and
annuity considerations for variable life and annuity products for which the
contract holder, rather than the Company, bears the investment risk.  Separate
account assets are reported at fair value.

GUARANTY FUND ASSESSMENTS
The economy and other factors have caused an increase in the number of insurance
companies that are under regulatory supervision.  This circumstance may result
in an increase in assessments by state guaranty funds, or voluntary payments by
solvent insurance companies, to cover losses to policyholders of insolvent or
rehabilitated companies.  Mandatory  assessments can be partially recovered
through a reduction in future premium taxes in some states.  The Company is not
able to reasonably estimate the impact of future assessments on its financial
position but does not believe that the impact will be material.

USE OF ESTIMATES
The preparation of financial statements in conformity of generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.

2.   CHANGES IN ACCOUNTING PRINCIPLES

EMPLOYERS' ACCOUNTING FOR POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
Effective January 1, 1993, the company adopted FASB Statement 106, EMPLOYERS'
ACCOUNTING FOR POSTRETIREMENT BENEFITS OTHER THAN PENSIONS.  The Company elected
to immediately recognize the cumulative effect of this change in accounting for
postretirement benefits of $1,895,000 ($1,251,000 net of deferred income tax
benefit), which represents the accumulated postretirement benefit obligation
existing at january 1, 1993.  The impact of Statement 106 on operating results
for 1993 was not material.

ACCOUNTING FOR INCOME TAXES
Effective January 1, 1993, the Company adopted FASB Statement 109, ACCOUNTING
FOR INCOME TAXES.  Statement 109 provides for a balance sheet approach in
determining deferred income tax assets and liabilities.  The cumulative effect
of adopting Statement 109 increased the Company's deferred tax asset and net
income by approximately $4,814,000 in 1993.

ACCOUNTING AND REPORTING FOR REINSURANCE OF SHORT-DURATION AND LONG-DURATION
CONTRACTS
In 1993, the Company adopted FASB Statement 113, ACCOUNTING AND REPORTING FOR
REINSURANCE OF SHORT-DURATION AND LONG-DURATION CONTRACTS.  Under Statement 113,
amounts paid or deemed to have been paid for reinsurance contracts are recorded
as reinsurance recoverables.


                                          10

<PAGE>

                          FORTIS BENEFITS INSURANCE COMPANY
                            NOTES TO FINANCIAL STATEMENTS

2.   CHANGES IN ACCOUNTING PRINCIPLES  -- CONTINUED

ACCOUNTING FOR CERTAIN DEBT AND EQUITY SECURITIES

The Company adopted FASB Statement 115, ACCOUNTING FOR CERTAIN DEBT AND EQUITY
SECURITIES, as of December 31, 1993.  Under Statement 115, all fixed maturities
are classified as available-for-sale and carried at fair value, while equity
securities continue to be carried at fair value.  Adoption of Statement 115 had
no effect on net income in 1993.

3.   ACQUIRED BUSINESS

In October, 1991, the Company purchased certain assets and assumed certain
liabilities from The Mutual Benefit Life Insurance Company in Rehabilitation
(MBL). The seller transferred to the Company, the assets and liabilities
relating to the group life, accident and health, disability and dental insurance
business of MBL.  The acquisition was accounted for as a purchase. The Company
purchased this business for $318,000,000.  Per contractual agreement, additional
payments were paid to MBL based upon the persistency of the long term disability
portion of the business.  Under terms of this agreement, the Company paid
$6,644,000, $5,521,000 and $8,685,000 in 1994, 1993, and 1992, respectively.
This additional purchase price was accounted for as deferred policy acquisition
costs.  No additional payments will be made.

4.   INVESTMENTS

AVAILABLE FOR SALE SECURITIES

The following is a summary of the available for sale securities (in thousands):

<TABLE>
<CAPTION>
                                                                Gross          Gross
                                              Amortized      Unrealized      Unrealized      Fair
                                                Cost            Gain            Loss         Value
                                            ---------------------------------------------------------
    <S>                                     <C>               <C>            <C>         <C>
    December 31, 1995:

     Fixed Income Securities:
      Governments                             $453,406        $36,938           $142       $490,202
      Public utilities                          55,793          4,617              -         60,410
      Industrial & miscellaneous             1,420,374          2,705          1,282      1,501,797
      Other                                     21,631          1,586              2         23,215
                                            ---------------------------------------------------------
       Total                                 1,951,204        125,846          1,426      2,075,624
     Equity Securities                          60,935         20,321          2,404         78,852
                                            ---------------------------------------------------------
       Total                                $2,012,139       $146,167         $3,830     $2,154,476
                                            ---------------------------------------------------------
                                            ---------------------------------------------------------

    December 31, 1994:

     Fixed Income Securities:
      Governments                           $  829,607        $ 1,129        $40,642     $  790,094
      Public utilities                          60,885          1,132          1,389         60,628
      Industrial & miscellaneous               847,018          3,184         38,505        811,697
      Other                                     11,837            764            238         12,363
                                            ---------------------------------------------------------
       Total                                 1,749,347          6,209         80,774      1,674,782
     Equity Securities                          59,010          9,896          4,354         64,552
                                            ---------------------------------------------------------
       Total                                $1,808,357        $16,105        $85,128     $1,739,334
                                            ---------------------------------------------------------
                                            ---------------------------------------------------------
</TABLE>


                                          11

<PAGE>

                          FORTIS BENEFITS INSURANCE COMPANY

                            NOTES TO FINANCIAL STATEMENTS

4.   INVESTMENTS -- CONTINUED

The amortized cost and fair value of available-for-sale investments in fixed
maturities at December 31, 1995, by contractual maturity, are shown below (in
thousands).  Expected maturities will differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without call
or prepayment penalties.

<TABLE>
<CAPTION>
                                              Amortized
                                                Cost        Fair Value
                                            ---------------------------
    <S>                                     <C>            <C>
    Due in one year or less                 $   80,474     $   80,960
    Due after one year through five years      472,741        487,764
    Due after five years through ten years     687,374        727,723
    Due after ten years                        710,615        779,177
                                            ---------------------------
     Total                                  $1,951,204     $2,075,624
                                            ---------------------------
                                            ---------------------------
</TABLE>

MORTGAGE LOANS
The Company has issued commercial mortgage loans on properties located
throughout the country.  Approximately  35% of outstanding principal is
concentrated in the states of California, Florida and New York at December 31,
1995 as compared to concentrated interests in California, Florida, and Texas of
34% at December 31, 1994.  Loan commitments outstanding totaled $10,030,000  at
December 31, 1995.

In May 1993, FASB issued Statement 114, ACCOUNTING BY CREDITORS FOR IMPAIRMENT
OF A LOAN, which becomes effective for fiscal years beginning after December 15,
1994, and which the Company adopted in 1995.  Statement 114 requires that
impaired loans are to be valued at the present value of expected future cash
flows discounted at the loan's effective interest rate, or, as a practical
expedient, at the loan's observable market price, or the fair market value of
the collateral if the loan is collateral dependent. The  impact of adoption was
not  material to the Company's financial position or operating results.

INVESTMENTS ON DEPOSIT
The Company had fixed maturities and mortgage loans on real estate carried at
$2,385,000 and $8,132 ,000, respectively, at December 31, 1995, and $2,635,000
and $8,132,000 respectively, at December 31, 1994 on deposit with various
governmental authorities as required by law.


                                          12

<PAGE>

                          Fortis Benefits Insurance Company

                            Notes to Financial Statements

4.   INVESTMENTS -- CONTINUED

NET UNREALIZED GAINS (LOSSES)
The adjusted net unrealized gains (losses) recorded in shareholder's equity were
as follows (in thousands):

<TABLE>
<CAPTION>
                                                                            1995           1994           1993
                                                                       ----------------------------------------
<S>                                                                    <C>           <C>              <C>
 Change in unrealized gains (losses) before adjustment for the
 following items:                                                       214,452      $(155,923)       $80,288

  Capitalization (amortization) of deferred policy acquisition costs     (9,789)         9,288         (6,268)

  Participating policyholders' share of earnings                              -          2,684         (2,684)

  Deferred income taxes                                                 (71,632)        50,383        (25,042)
                                                                       ----------------------------------------

 Change in net unrealized gains (losses)                                133,031        (93,568)        46,294

 Net unrealized gains, beginning of the year                            (42,354)        51,214          4,920
                                                                       ----------------------------------------

 Net unrealized gains (losses), end of year                              90,677       $(42,354)       $51,214
                                                                       ----------------------------------------
                                                                       ----------------------------------------
</TABLE>

NET INVESTMENT INCOME AND REALIZED GAINS (LOSSES) ON INVESTMENTS
Major categories of net investment income and realized gains (losses) on
investments for each year were as follows (in thousands):

<TABLE>
<CAPTION>
                                                                                                  Realized Gains (Losses)
                                                  Net Investment Income                                on Investments
                                         ----------------------------------------         ----------------------------------------
                                            1995           1994           1993               1995           1994           1993
                                         ----------------------------------------         ----------------------------------------
<S>                                      <C>            <C>            <C>                <C>            <C>             <C>
 Fixed maturities                        $139,062       $119,668       $120,844            $50,393       $(27,854)       $70,626
 Equity securities                          2,026          1,937          1,490              2,830          1,352          3,955
 Mortgage loans on real estate             49,227         36,816         28,370               (242)        (2,992)        (1,805)
 Policy loans                               2,797          2,731          3,004                  -              -              -
 Short-term investments                    11,863          4,671          4,282                 (3)           (60)             1
 Real estate & other investments            4,750          2,138          1,171              2,102            739            846
                                         ----------------------------------------         ----------------------------------------
   Total                                  209,725        167,961        159,161            $55,080       $(28,815)       $73,623
                                                                                          ----------------------------------------
                                                                                          ----------------------------------------
 Expenses                                  (6,188)        (5,447)        (5,504)
                                         ----------------------------------------
                                         $203,537       $162,514       $153,657
                                         ----------------------------------------
                                         ----------------------------------------
</TABLE>

Proceeds from sales of investments in fixed maturities were $2,000,068,000,
$1,798,185,000, and $2,335,230,000 in 1995, 1994 and 1993, respectively.  Gross
gains of $61,070,000, $16,618,000, and $75,133,000 and gross losses of
$10,677,000, $44,472,000, and $4,507,000 were realized on the sales in 1995,
1994, and 1993, respectively.


                                          13

<PAGE>

                          FORTIS BENEFITS INSURANCE COMPANY

                            NOTES TO FINANCIAL STATEMENTS

5.  DEFERRED POLICY ACQUISITION COSTS

The changes in deferred policy acquisition costs by product were as follows (in
thousands):

<TABLE>
<CAPTION>
                                                                       Interest
                                                                    Sensitive and
                                                      Traditional     Investment    Accident and
                                                          Life         Products         Health          Total
                                                    ------------------------------------------------------------
<S>                                                 <C>             <C>             <C>              <C>
Balance January 1, 1994                                  $61,474        $87,946        $47,063       $196,483

Acquisition costs deferred:

 Acquired business                                             -              -          6,644          6,644

 Other business                                                -         54,349              -         54,349

Acquisition costs amortized                              (11,564)       (10,274)       (12,728)       (34,566)

Allowance for additional
amortization from unrealized
gains on available-for-sale
securities                                                     -          9,288              -          9,288
                                                    ------------------------------------------------------------

Balance December 31, 1994                                $49,910       $141,309        $40,979       $232,198

Acquisition costs deferred:

 Other business                                                -         56,391              -         56,391

Acquisition costs amortized                              (11,378)       (17,071)       (12,842)       (41,291)

Additional amortization of
deferred acquisition costs from
unrealized losses on available-
for-sale securities                                            -         (9,789)             -         (9,789)
                                                    ------------------------------------------------------------

Balance December 31, 1995                                $38,532       $170,840        $28,137       $237,509
                                                    ------------------------------------------------------------
                                                    ------------------------------------------------------------
</TABLE>

Included within total deferred policy acquisition costs at December 31, 1995 is
$46,750,000 of present value of future profits (PVP) resulting from acquisitions
accounted for as a purchase.  The estimated amount of PVP to be amortized during
each of the next three years is as follows:  1996 - $19,210,000; 1997 -
$17,262,000; 1998 - $10,278,000.

During 1995, 1994, and 1993, the Company sold portions of its investment
portfolio and in accordance with FASB Statement 97, the recognition of the
realized capital (losses) gains resulted in (reduced) additional amortization of
acquisition costs deferred of $4,825,000, $(935,000), and $5,400,000 ,
respectively.  In addition, the Company (reduced) recorded policyholder
dividends payable of $1,095,000 in 1995 , $(761,000) in 1994 and $2,800,000 in
1993.


                                          14

<PAGE>

                          Fortis Benefits Insurance Company

                            Notes to Financial Statements

6.   PROPERTY AND EQUIPMENT

A summary of property and equipment for each year follows (in thousands):

<TABLE>
<CAPTION>
                                                           1995           1994
                                                        ------------------------
    <S>                                                 <C>            <C>
    Land                                                $ 1,900        $ 1,900

    Building and improvements                            23,319         23,084

    Furniture and equipment                              85,592         68,017
                                                        ------------------------
                                                        110,811         93,001

    Less accumulated depreciation                       (50,780)       (36,062)
                                                        ------------------------

    Net property and equipment                          $60,031        $56,939
                                                        ------------------------
                                                        ------------------------
</TABLE>

7. UNPAID LOSSES AND LOSS ADJUSTMENT EXPENSES

Activity for the liability for unpaid accident and health claims and claims
adjustment expense is summarized as follows (in thousands):

<TABLE>
<CAPTION>
                                                                Year Ended December 31
                                                      ------------------------------------------
                                                          1995           1994           1993
                                                      ------------------------------------------
<S>                                                   <C>             <C>             <C>
Balance as of January 1, net of reinsurance
 Recoverables                                          $838,810       $806,538        $776,194

Add: Incurred losses related to:

 Current year                                           827,261        656,052         612,621

 Prior years                                            (28,520)       (58,218)        (41,619)
                                                      ------------------------------------------

Total incurred losses                                   798,741        597,834         571,002

Deduct: Paid losses related to:

 Current year                                           492,460        377,595         353,124

 Prior years                                            216,259        187,967         187,534
                                                      ------------------------------------------

Total paid losses                                       708,719        565,562         540,658
                                                      ------------------------------------------

Balance as of December 31, net of reinsurance
 recoverables                                          $928,832       $838,810        $806,538
                                                      ------------------------------------------
                                                      ------------------------------------------
</TABLE>

In 1995, The accident/health business experienced overall unfavorable claims
experience. The unfavorable experience was the result of  medical  cost  trends
and the negative impact of medical premium rate restrictions in certain states.
In 1994 and 1993, the accident/health business experienced overall favorable
development on claims reserves established as of the previous year end. The
favorable development was a result of lower medical costs due to less
uncertainty in the health business, a reduction of loss reserves which
considered historically high inflation in medical costs and, in 1994, a
refinement in the claims reserve estimates.


                                          15

<PAGE>

                          FORTIS BENEFITS INSURANCE COMPANY

                            NOTES TO FINANCIAL STATEMENTS

8.  FEDERAL INCOME TAXES

The Company reports its taxable income in a consolidated federal income tax
return along with other affiliated subsidiaries of Fortis, Inc.  Income tax
expense or credits are allocated among the affiliated subsidiaries by applying
corporate income tax rates to taxable income or loss determined on a separate
return basis according to a Tax Allocation Agreement.

The cumulative effect of adopting Statement 109 as of January 1, 1993 was to
increase net income for 1993 by $4,814,000.  An increase in the tax rate from
34% to 35% was effective in the third quarter of 1993  and resulted in a
$305,000 increase in net income from the recalculation of the deferred liability
account.

Deferred income taxes reflect the net tax effects of temporary differences
between the basis of assets and liabilities for financial statement purposes and
for income tax purposes.

The significant components of the Company's deferred tax liabilities and assets
as of December 31, 1995 and 1994 are as follows (in thousands):

<TABLE>
<CAPTION>
                                                          1995           1994
                                                      --------------------------
    <S>                                               <C>            <C>
    Deferred tax assets:

      Reserves                                        $  54,346      $  42,715

      Separate account assets/liabilities                34,386         27,663

      Unrealized losses                                       -         22,806

      Accrued liabilities                                13,781         14,565

      Claims and benefits payable                         2,626          1,976

      Other                                                 123          1,393
                                                      --------------------------

      Total deferred tax assets                         105,262        111,118

    Deferred tax liabilities:

      Unrealized gains                                   48,826              -


      Deferred policy acquisition costs                  60,930         55,329

      Investments                                             -          1,194

      Fixed assets                                        5,044          6,086
                                                      --------------------------

      Total deferred tax liabilities                    114,800         62,609
                                                      --------------------------

      Net deferred tax  asset (liability)              $ (9,538)     $  48,509
                                                      --------------------------
                                                      --------------------------
</TABLE>

The Company is required to establish a valuation allowance for any portion of
the deferred tax asset that management believes will not be realized.  In the
opinion of management, it is more likely than not that the Company will realize
the benefit of the deferred tax assets, and, therefore, no such valuation
allowance has been established.


                                          16

<PAGE>

                          Fortis Benefits Insurance Company

                            Notes to Financial Statements

8.  FEDERAL INCOME TAXES -- CONTINUED


The Company's tax expense before cumulative effect of accounting changes is
shown as follows (in thousands):

<TABLE>
<CAPTION>
                                         1995          1994           1993
                                      -----------------------------------------
    <S>                               <C>              <C>            <C>
    Current                             $39,660        $15,046        $35,747

    Deferred                            (11,769)        (3,451)        (4,657)
                                      -----------------------------------------
                                        $27,891        $11,595        $31,090
                                      -----------------------------------------
                                      -----------------------------------------
</TABLE>

Tax payments were made of $47,711,000, $18,080,000 and $53,600,000  in  1995,
1994,  and 1993, respectively.  Tax refunds were received of $7,258,000 and
$7,729,000 in 1995 and 1994, respectively.

The Company's effective income tax rate varied from the statutory federal income
tax rate as follows:

                                         1995          1994           1993
                                        ---------------------------------------
    Statutory income tax rate             35.0 %        35.0 %         35.0 %

    Tax audit provision                    0.0 %         0.8 %         (4.6)%

    Other, net                            (0.9)%        (2.1)%         (1.9)%
                                        ---------------------------------------
                                          34.1 %        33.7 %         28.5 %
                                        ---------------------------------------
                                        ---------------------------------------


                                          17

<PAGE>

                          Fortis Benefits Insurance Company

                            Notes to Financial Statements

9.  ASSETS HELD IN SEPARATE ACCOUNTS

Separate account assets were as follows (in thousands):

<TABLE>
<CAPTION>
                                                          1995           1994
                                                      ---------------------------
<S>                                                   <C>            <C>
Premium and annuity considerations for the
 variable annuity products and variable universal
 life product for which the contract holder, rather
 than the Company, bears the investment risk          $1,757,476     $1,208,038

Assets of the separate accounts owned by the
 Company, at fair value                                   24,009          4,872
                                                      ---------------------------
                                                      $1,781,485     $1,212,910
                                                      ---------------------------
                                                      ---------------------------
</TABLE>

10.  STATUTORY ACCOUNTING PRACTICES

Reconciliations of net income and shareholder's equity on the basis of statutory
accounting to the related amounts presented in the accompanying statements were
as follows (in thousands):

<TABLE>
<CAPTION>
                                                             Net Income                           Shareholder's Equity
                                                 1995           1994           1993                1995           1994
                                             -----------------------------------------        ---------------------------
<S>                                          <C>             <C>            <C>               <C>             <C>
Based on statutory accounting practices       $ 30,576       $ 49,759       $ 46,605           $ 377,040      $ 304,231

Deferred policy acquisition costs               15,100         19,783          9,338             237,509        232,198

Investment valuation differences                   330            370            520             114,413        (85,944)

Deferred and uncollected premiums                  303            (14)         1,655              (7,372)        (8,393)

Unearned premiums                                1,829          1,126          7,035             (11,179)       (13,008)

Loading and equity in unearned premiums            (56)           316           (179)                 94             85

Property and equipment                            (178)          (204)           (63)             27,172         22,027

Policy reserves                                (31,011)       (26,655)       (38,558)           (103,174)       (72,192)

Current income taxes payable                    (1,294)             -          4,656              (7,895)        (4,786)

Deferred income taxes                           11,769          2,356          9,776              (9,538)        48,509

Realized gains (losses) on investments           1,938         (1,052)         3,651                   -              -

Realized gains (losses) transferred to the
Interest Maintenance Reserve (IMR), net
of tax                                          31,711        (18,456)        40,459                   -              -

Amortization of IMR, net of tax                 (5,261)        (5,479)        (3,777)                  -              -

Interest maintenance reserve                         -              -              -              53,814         27,364

Asset valuation reserve                              -              -              -              48,507         32,011

Cumulative effect of accounting changes              -              -          3,563                   -              -

Other, net                                      (1,886)         1,007         (2,974)             (8,293)        (7,905)
                                             -----------------------------------------        ---------------------------
                                              $ 53,870       $ 22,857       $ 81,707           $ 711,098      $ 474,197
                                             -----------------------------------------        ---------------------------
                                             -----------------------------------------        ---------------------------
</TABLE>


                                          18

<PAGE>

                          FORTIS BENEFITS INSURANCE COMPANY

                            NOTES TO FINANCIAL STATEMENTS

11.  REINSURANCE

The maximum amount that the Company retains on any one life is $750,000 of life
insurance including accidental death.  Amounts in excess of $750,000 are
reinsured with other life insurance companies on a yearly renewable term basis.

Ceded reinsurance premiums were as follows (in thousands):

<TABLE>
<CAPTION>
                                               1995         1994          1993
                                             -----------------------------------
    <S>                                      <C>         <C>           <C>
    Life Insurance                           $4,661      $ 5,571       $ 4,366

    Accident & Health Insurance               3,410       36,782        37,088
                                             -----------------------------------
                                             $8,071      $42,353       $41,454
                                             -----------------------------------
                                             -----------------------------------
</TABLE>

Recoveries under reinsurance contracts were as follows (in thousands):

<TABLE>
<CAPTION>
                                               1995         1994          1993
                                           -------------------------------------
    <S>                                    <C>           <C>           <C>
    Life Insurance                         $  2,489      $ 1,650      $ 6,963

    Accident & Health Insurance               8,807       19,913       15,448
                                           -------------------------------------
                                           $ 11,296      $21,563      $22,411
                                           -------------------------------------
                                           -------------------------------------
</TABLE>

Reinsurance ceded would become a liability of the Company in the event the
reinsurers are unable to meet the obligations assumed under the reinsurance
agreements. To minimize its exposure to significant losses from reinsurance
insolvencies, the Company evaluates the financial condition of its reinsurers
and monitors concentrations of credit risk arising from similar geographic
regions, activities or economic characteristics of the reinsurers.

12.   STATUTORY INFORMATION

Dividend distributions to parent are restricted as to amount by state regulatory
requirements.  The Company had $37,204,000 free from such restrictions at
December 31, 1995.  Distributions in excess of this amount would require
regulatory approval.

Statutory-basis financial statements are prepared in accordance with accounting
practices prescribed or permitted by Minnesota Insurance regulatory authorities.
Prescribed statutory accounting practices include a variety of publications of
the National Association of Insurance Commissioners ("NAIC"), as well as state
laws, regulations and general administrative rules.  Permitted statutory
accounting practices encompass all accounting practices not so prescribed; such
practices may differ from state to state, may differ form company to company
within a state, and may change in the future.  The NAIC is currently in the
process of codifying statutory accounting practices.  This project, which is
expected to be completed in 1996, may result in changes to the accounting
practices that insurance enterprises use to prepare their statutory-basis
financial statements.

Insurance enterprises are required by State Insurance Departments to adhere to
minimum risk-based capital ("RBC") requirements developed by the NAIC.  All of
the Company's insurance subsidiaries exceed minimum RBC requirements.


                                          19

<PAGE>

                          FORTIS BENEFITS INSURANCE COMPANY

                            NOTES TO FINANCIAL STATEMENTS

13.   TRANSACTIONS WITH AFFILIATED COMPANIES

The Company receives various services from Fortis, Inc.  These services include
assistance in benefit plan administration, corporate insurance, accounting, tax,
auditing, investment and other administrative functions.  The fees paid to
Fortis, Inc. for these services for the years ended December 31, 1995, 1994, and
1993, were $10,074,000 , $8,944,000, and $8,595,000 respectively.

In conjunction with the marketing of its variable annuity products, the Company
paid $59,308,000, $57,307,000, and $27,931,000, in commissions to its affiliate,
Fortis Investors, Inc. for the years ended December 31, 1995, 1994, and 1993,
respectively.

14. FAIR VALUE DISCLOSURES

Valuation Methods and Assumptions.  Investments are reported in the accompanying
balance sheets on the following basis:

 The fair values for fixed maturity securities and equity securities are based
 on quoted market prices, where available.  For fixed maturity securities not
 actively traded, fair values are estimated using values obtained from
 independent pricing services or, in the case of private placements, are
 estimated by discounting expected future cash flows using a current market
 rate applicable to the yield, credit quality, and maturity of the investments.

 Mortgage loans are reported at unpaid principal balance less allowances for
 possible losses.  The fair values of mortgage loans are estimated using
 discounted cash flow analyses, using interest rates currently being offered
 for similar loans to borrowers with similar credit ratings.  Loans with
 similar characteristics are aggregated for purposes of the calculations.
 The fair values for the Company's policy reserves under investment products
 are determined using cash surrender value.

 The fair values under all  insurance contracts are taken into consideration in
 the Company's overall management of interest rate risk, such that the
 Company's exposure to changing interest rates is minimized through the
 matching of investment maturities with amounts due under insurance contracts.

<TABLE>
<CAPTION>
                                                                                      December 31
                                                               ----------------------------------------------------------
                                                                           1995                          1994
                                                                           ----                          ----
                                                                  Carrying         Fair         Carrying         Fair
                                                                   Amount         Value          Amount         Value
                                                               ----------------------------------------------------------
<S>                                                             <C>            <C>            <C>            <C>
Assets:
 Investments:
  Securities available-for-sale:
   Fixed maturities                                             $2,075,624     $2,075,624     $1,674,782     $1,674,782

   Equity securities                                                78,852         78,852         64,552         64,552

  Mortgage loans on real estate                                    562,697        605,501        452,547        434,503

  Policy loans                                                      53,863         53,863         49,221         49,221

  Short-term investments                                           153,499        153,499        117,562        117,562

  Cash                                                                   1              1         10,888         10,888

 Assets held in separate accounts                                1,781,485      1,781,485      1,212,910      1,212,910

Liabilities:
 Individual and group annuities (subject to
  discretionary withdrawal)                                        865,623        834,621        692,196        657,454
</TABLE>


                                          20

<PAGE>

                          FORTIS BENEFITS INSURANCE COMPANY

                            NOTES TO FINANCIAL STATEMENTS

15.  COMMITMENTS AND CONTINGENCIES

The Company is named as a defendant in a number of legal actions arising
primarily from claims made under insurance policies.  These actions have been
considered in establishing policy benefit and loss reserves.  Management and its
legal counsel are of the opinion that the settlement of these actions will not
have a material adverse effect on the Company's financial position or results of
operations.

16. RETIREMENT AND OTHER EMPLOYEE BENEFITS

The Company participates in the Fortis, Inc. noncontributory defined benefit
pension plan covering substantially all of its employees.  Benefits are based on
years of service and the employee's compensation during such years of service.
Fortis, Inc. is not able to segregate Company specific benefit obligations or
plan assets.  On an aggregate basis, the fair value of plan assets exceeded the
accumulated benefit obligations as of December 31, 1995.

The Company has a profit sharing plan covering substantially all employees which
provides benefits payable to participants on retirement or disability and to
beneficiaries of participants in event of the participant's death.  Amounts
contributed to the plan and expensed by the Company were $ 3,765,000, $3,536,000
and $3,399,000  in 1995, 1994, and 1993, respectively.


                                          21

<PAGE>


APPENDIX A

PERFORMANCE INFORMATION

In advertising and other sales material for the Contracts, yield and total
return information for the Subaccounts of the Separate 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, subtracting a
proportionate amount of the annual administrative charge (based on average
Contract size), 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, 1995 was 5.59%.

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

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

The seven day effective yield for the Money Market Subaccount as of December 31,
1995 was 5.79%.

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:

                                       a-b
                           YIELD = 2 [(---- + 1)(6) - 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, including a proportionate amount of
    the annual administrative charge (based on average Contract size),

    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 forth yield figures for the thirty days ended December
31, 1995:

    SUBACCOUNT                                      YIELD
    ----------                                      -----

    U.S. Government Securities . . . . . . . . . . .9.83%
    Diversified Income . . . . . . . . . . . . . . .7.76%
    High Yield . . . . . . . . . . . . . . . . . . .4.37%
    Global Bond. . . . . . . . . . . . . . . . . . .2.83%

                                         A-1

<PAGE>

TOTAL RETURN CALCULATIONS

Total return information will be given for the one-year and five-year periods
ended on a specified 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:

                   P(1 + T)(n) = CSV

Where: P = a hypothetical initial purchase payment of $1,000,
       T = average annual total return,
       n = number of years, and

       CSV = end of period Cash Surrender Value of hypothetical $1,000 purchase
       payment made at the beginning of the period, assuming deduction of a
       proportionate amount of the annual administrative charge (based on
       average Contract size).

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

<TABLE>
<CAPTION>

                        ONE YEAR          FIVE YEAR          COMMENCEMENT OF
                        PERIOD ENDED      PERIOD ENDED       SUBACCOUNT (1) TO
SUBACCOUNT              DEC. 31, 1995     DEC. 31, 1995(1)    DEC. 31, 1995
- ----------              -------------    -----------------   --------------
<S>                       <C>                 <C>                 <C>
Growth Stock               22.45%              12.70%              11.52%
U.S. Government
  Securities               13.71%               3.80%               4.43%
Diversified Income         12.19%               4.80%               5.19%
Asset Allocation           16.86%               8.85%               8.38%
Global Growth              25.24%               N/A                10.35%
High Yield                 12.25%               N/A                 1.44%
Growth & Income            24.76%               N/A                12.67%
Aggressive Growth          23.70%               N/A                10.50%
Global Bond                17.43%               N/A                17.43%
Global Asset Allocation    12.42%               N/A                12.42%
International Stock         9.22%               N/A                 9.22%
</TABLE>

- ---------------------------------
(1) Commencing with effective date of 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, and International Stock Subaccount on January 2,
    1995, 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

<PAGE>

         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, assuming
         deduction of a proportionate amount of the annual administrative
         charge (based on average Contract size).

The following table shows cumulative total rates of return for the periods
indicated:

<TABLE>
<CAPTION>
                        ONE YEAR          FIVE YEAR         COMMENCEMENT OF
                        PERIOD ENDED      PERIOD ENDED      SUBACCOUNT (1) TO
SUBACCOUNT              DEC. 31, 1995     DEC. 31, 1995(1)     DEC. 31, 1995
- ----------              ---------------   ----------------   -----------------
<S>                      <C>                  <C>                <C>
Growth Stock              22.45%               81.81%             130.70%
U.S. Government
  Securities              13.71%               20.49%              33.55%
Diversified Income        12.19%               26.39%              47.40%
Asset Allocation          16.86%               52.81%              85.40%
Global Growth             25.24%                N/A                43.54%
High Yield                12.25%                N/A                 2.41%
Growth & Income           24.76%                N/A                22.04%
Aggressive Growth         23.70%                N/A                17.61%
Global Bond               17.43%                N/A                17.43%
Global Asset Allocation   12.42%                N/A                12.42%
International Stock        9.22%                N/A                 9.22%
</TABLE>

- -----------------------------
(1) Commencing with effective date of 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, and International Stock Subaccount on January 2,
    1995, and for all other Subaccounts on May 2, 1988.

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:

                   Global Growth Subaccount

    Rating Service                          Category
    --------------                          --------

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

                   Growth Stock Subaccount

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

                   Asset Allocation Subaccount

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

                                         A-3

<PAGE>

                   Diversified Income Account

    Rating Service                          Category
    --------------                          --------

    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


                   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


                   Aggressive Growth Subaccount

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


                   Growth and Income Subaccount

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


                   High Yield Subaccount

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

                                         A-4

<PAGE>

                   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


ADDITIONAL PERFORMANCE INFORMATION

Additionally, from time-to-time, the Company may include in advertising the net
effective annual yield of an investment in a Contract as compared with the
current before-tax and after-tax yield of CD's (insured fixed rate certificates
of deposit issued by financial institutions).  While the yield may be compared
to that of CD's, the yield of a variable Subaccount is not fixed and an
investment in a Contract is not FDIC insured.

                                         A-5

<PAGE>


                                        PART C
                                  OTHER INFORMATION


Item 24. FINANCIAL STATEMENT AND EXHIBITS

    a.   Financial Statements included in Part B:

         The following financial statements of Variable Account D:

              Report of Ernst & Young LLP, independent auditors for Variable
              Account D.

              Statement of Net Assets as of December 31, 1995.

              Statements of Changes in Net Assets for the years ended December
              31, 1995, 1994 and 1993.

         The following financial statements of Fortis Benefits Insurance
         Company:

              Report of Ernst & Young LLP, independent auditors for Fortis
              Benefits Insurance Company.

              Balance Sheets of Fortis Benefits Insurance Company as of
              December 31, 1995 and 1994.

              Statements of Income, Statements of Changes in Shareholder's
              Equity and Statements of Cash Flows of Fortis Benefits Insurance
              Company for the years ended December 31, 1995, 1994 and 1993. 

              Notes to Financial Statements for Fortis Benefits Insurance
              Company.

         There are no financial statements included in Part A.

    b.   Exhibits:

         1.   Resolution of the Board of Directors of Fortis Benefits Insurance
              Company effecting the establishment of Variable Account D (filed
              as part of the initial filing of this Form N-4 registration
              statement filed on December 31, 1987).

         2.   Not applicable

         3.   (a)  Form of Principal Underwriter and Administrative Servicing
                   Agreement (incorporated by reference from Form N-4
                   registration statement, File No. 33-73986, filed on January
                   11, 1994).

<PAGE>

              (b)  Form of Amendment to Principal Underwriter and
                   Administrative Servicing Agreement (incorporated by
                   reference from Form N-4 registration statement,
                   File No. 33-73986, filed on January 11, 1994).

              (c)  Form of Dealer Sales Agreement (filed as a part of Post-
                   Effective Amendment No. 12 to this Form N-4 registration
                   statement filed on December 22, 1994). 

         4.   (a)  Form of Variable Annuity Contract - (filed as a part of
                   Post-Effective Amendment No. 13 to this Form N-4
                   registration statement filed April 27, 1995).

              (b)  Form of IRA Endorsement (filed as part of 1933 Act Pre-
                   Effective Amendment No. 1 to this Form N-4 registration
                   statement filed on April 18, 1988).

              (c)  Tax Deferred Annuity Loan Agreement Form (filed as a part of
                   1933 Act Post Effective Amendment No. 9 to this Form N-4
                   registration statement filed April 29, 1993).

              (d)  Form of Section 403(b) Annuity Endorsement (filed as part of
                   1933 Act Post-Effective Amendment No. 3 to this Form N-4
                   registration statement filed on March 1, 1990).

              (e)  Nursing Care/Hospitalization Waiver of Surrender Charge
                   Rider - (filed as a part of Post-Effective Amendment No. 13
                   to this Form N-1 registration statement filed April 27,
                   1995).

         5.   (a)  Form of Application for Variable Annuity Contract (including
                   telephone authorization form)(filed as a part of 1933 Act
                   Post-Effective Amendment No. 6 to this Form N-4 registration
                   statement filed on March 2, 1992).

              (b)  Annuity Contract Exchange Form (filed as part of 1933 Act
                   Pre-Effective Amendment No. 1 to this Form N-4 registration
                   statement filed on April 18, 1988).

         6.   (a)  Articles of Incorporation of depositor (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 depositor (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).

              (c)  Certificate of Amendment to Articles of Incorporation and
                   By-laws of depositor dated November 21, 1991 (filed as a
                   part of 1933 Act Post-Effective Amendment No 6 to this Form
                   N-4 registration statement filed on March 2, 1992).

<PAGE>

         7.   None.

         8.   None.

         9.   Opinion and consent of John W. Norton, Esq, as to the legality of
              the securities being registered (filed as part of 1933 Act Post-
              Effective Amendment No. 2 to this Form N-4 registration statement
              filed on April 28, 1989).

         10.  (a)  Consent of Ernst & Young LLP.

              (b)  Power of Attorney for Messrs. Freedman, Mackin, Keller and
                   Pollock (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).

         11.  Financial Statement Schedules.  

         12.  Not applicable.

         13.  Schedules of computation of each performance quotation provided
              in the registration statement pursuant to Item 21.

         14.  Financial Data Schedule -- not applicable as to financials
              included for Fortis Benefits Insurance Company since those
              financials were previously filed but filed herewith as to
              financials for Separate Account D.

Item 25. DIRECTORS AND OFFICERS OF FORTIS BENEFITS

    The directors, executive officers, and, to the extent responsible for
variable annuity operations, other officers of Fortis Benefits are listed below.

        Name and Principal
         Business Address                    Offices with Depositor
        ------------------                   ----------------------

       Officer-Director
       ----------------

       Robert Brian Pollock (4)              President and Chief
                                             Executive Officer

       Thomas Michael Keller (5)             President--Fortis
                                             Healthcare

       Dean C. Kopperud (1)                  President--Fortis
                                             Financial Group

       Other Directors
       ---------------

       Allen Royal Freedman (2)              Chairman of the Board

       Henry Carroll Mackin (2)

       Arie Aristide Fakkert (3)

<PAGE>

       Other Officers
       --------------

       Michael John Peninger (4)             Senior Vice President-
                                             Chief Financial Officer

       Larry A. Medin (1)                    Senior Vice President-
                                             Marketing and Sales

       Anthony J. Rotondi (1)                Senior Vice President-
                                             Life Operations

       Rhonda J. Schwartz (1)                Vice President and
                                             General Counsel -- Life
                                             and Investment Products

       Jon H. Nicholson (1)                  Senior Vice President -
                                             Annuities

___________________________

(1) Address:  Fortis Benefits Insurance Company, P. O. Box 64271, St. Paul, MN
              55164.

(2) Address:  Fortis, Inc., One Chase Manhattan Plaza, New York, NY 10005.

(3) Address:  Fortis AMEV, Archmideslaan 10, 3584 BA Utrecht, The Netherlands.

(4) Address:  2323 Grand Avenue, Kansas City, MO 64108.

(5) Address:  515 West Wells, Milwaukee, WI 53201.


Item 26. Persons Controlled by or Under Control with the Depositor or
         Registrant                                                      

    Variable Accounts C and D of Fortis Benefits Insurance Company are 
separate accounts of Fortis Benefits. These separate accounts, certain 
separate accounts assumed from St. Paul Life Insurance Company, and Fortis 
Series Fund, Inc. may be deemed to be controlled by Fortis Benefits, although 
Fortis Benefits follows voting instructions of variable insurance contract 
owners with respect to voting on certain important matters in connection with 
these entities. All of these entities are created under Minnesota law and are 
the funding media for variable life insurance and annuity contracts issued or 
assumed by Fortis Benefits.

    The chart indicating the persons controlled by or under common control with
Fortis Benefits is hereby incorporated by reference from the response to Item 26
in Post-Effective Amendment No. 24 to the Form N-4 registration
statement of Fortis Benefits and its Variable Account D filed on April 28, 1994,
File No. 33-37577.  Fortis Benefits has no subsidiaries.

<PAGE>

Item 27.      NUMBER OF CONTRACT OWNERS

    As of March 31, 1996 there were 41,677 Contract owners.


Item 28. INDEMNIFICATION

    Pursuant to the Principal Underwriter and Administrative Servicing
Agreement filed as Exhibit 3(a) and (b) to this Registration Statement and
incorporated by this reference, Fortis Benefits has agreed to indemnify Fortis
Investors (and its agents, employees, and controlling persons) for damages and
expenses arising out of certain material misstatements and omissions in
connection with the offer and sale of the Contracts, unless the misstatement or
omission was based on information supplied by Fortis Investors; provided,
however, that no such indemnity will be made to Fortis Investors or its
controlling persons for liabilities to which they would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in the performance
of their duties or by reason of reckless disregard of their obligations under
such agreement.  This indemnity could apply to certain directors, officers or
controlling persons of the Separate Account by virtue of the fact that they are
also agents, employees or controlling persons of Fortis Investors.  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 (c) and (d) 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.

    Also, Fortis Benefit's By-Laws (see Article VI, Section 5 thereof, which is
incorporated herein by reference from Exhibit 6(b) to this Registration
Statement) provide for indemnity and payment of expenses of Fortis Benefit's
officers, directors and employees in connection with certain legal proceedings,
judgments, and settlements arising by reason of their service as such, all to
the extent and in the manner permitted by law.  Applicable Minnesota law
generally permits payment of such indemnification and expenses in a civil
proceeding if it appears that the person seeking 
indemnification has acted in good faith and in a manner that he reasonably
believed to be in, or not opposed to, the best interests of Fortis Benefits and
if such person has received no improper personal benefit, or in a 
criminal proceeding if the person seeking indemnification also has no reasonable
cause of believe his conduct was unlawful.

    Insofar as indemnification for any liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Fortis Benefits or the Separate Account pursuant to the foregoing provisions, or
otherwise, Fortis Benefits and the Separate Account have been advised that in
the opinion of the Securities and Exchange Commission such indemnification may
be against public policy as

<PAGE>

expressed in the Act and may be, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment by
Fortis Benefits of expenses incurred or paid by a director, officer or
controlling person of Fortis Benefits or the Separate Account 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, Fortis Benefits will 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 be governed by the final
adjudication of such issue.


Item 29. PRINCIPAL UNDERWRITERS

    (a)  Fortis Investors, Inc. is the principal underwriter for Variable
         Account D.  Fortis Investors, Inc. also acts as the principal
         underwriter for the following registered investment companies (in
         addition to Variable Account D and Fortis Series Fund, Inc.): 
         Variable Account C of Fortis Benefits, Variable Account A of First
         Fortis Life Insurance Company, Fortis Advantage Portfolios, Inc.,
         Fortis Equity Portfolios, Inc., Fortis Growth Fund, Inc., Fortis
         Fiduciary Fund, Inc., Fortis Tax-Free Portfolios, Inc., Fortis Money
         Portfolios, Inc., Fortis Income Portfolios, Inc., Fortis Worldwide
         Portfolios, Inc., and Special Portfolios, Inc.

    (b)  The following table sets forth certain information regarding the
         officers and directors of the principal underwriter, Fortis Investors,
         Inc.:

<PAGE>

       Name and Principal                    Positions and Offices
        Business Address                        with Underwriter  
       ------------------                    ---------------------
       Robert W. Beltz, Jr.*                 Vice President

       James S. Byrd**                       Vice President

       David G. Carroll**                    2nd Vice President

       Tamara L. Fagely*                     Fund Accounting Officer

       Thomas D. Gualdoni*                   Vice President

       Joanne M. Herron*                     Assistant Treasurer

       John E. Hite*                         Assistant Secretary and
                                             2nd Vice President

       Carol M. Houghtby*                    2nd Vice President and
                                             Treasurer

       Sharon R. Jibben**                    Assistant Secretary

       Barbara W. Kirby*                     2nd Vice President

       Dean C. Kopperud*                     President and Director

       Robert C. Lindberg*                   Vice President

       Larry A. Medin*                       Senior Vice President-
                                             Sales
       Chris J. Neuharth**                   2nd Vice President

       Jon H. Nicholson*                     Senior Vice President,
                                             and Director

       Michael D. O'Connor*                  Qualified Plan Counsel

       Dennis M. Ott**                       Senior Vice President

       Stephen M. Poling**                   Director and Executive
                                             Vice President

       Richard P. Roche*                     Vice President

       Anthony J. Rotondi*                   Senior Vice President

       Rhonda J. Schwartz*                   Senior Vice President,
                                             General Counsel and
                                             Secretary

       Keith R. Thomson**                    Vice President
________________________

*   Address:  500 Bielenberg Drive, Woodbury, Mn 55125.

**  Address:  5500 Wayzata Blvd, Suite 1150, Golden Valley, MN 55416.

<PAGE>

*** Address:  515 West Wells Street, Milwaukee, WI 53201
    
    (c)   None

Item 30. LOCATION OF ACCOUNTS AND RECORDS

    The records required to be maintained by Section 31(a) of the Investment
Company Act of 1940 and Rules 31a-1 and 31a-3 thereunder are maintained by
Fortis Benefits Insurance Company, Fortis Investors, Inc. and Fortis Advisers,
Inc., at 500 Bielenberg Drive, Woodbury, Minnesota 55125.

Item 31. MANAGEMENT SERVICES

    None.

Item 32. UNDERTAKINGS

    The Registrant hereby undertakes:

    (a)  to file a post-effective amendment to this registration statement as
         frequently as is necessary to ensure that the audited financial
         statements in the registration statement are never more than 16 months
         old for so long as payments under the variable annuity contracts may
         be accepted;

    (b)  to include either (1) as part of any application to purchase a
         Contract offered by the Prospectus, a space that an applicant can
         check to request a Statement of Additional Information, or (2) a toll-
         free phone number, postcard, or similar written communication affixed
         to or included in the Prospectus that the applicant can call or remove
         to send for a Statement of Additional Information;

    (c)  to deliver any Statement of Additional Information and any financial
         statements required to be made available under this Form promptly upon
         written or oral request.

    The Registrant intends to rely on the no-action response dated November 28,
1988 from Ms. Angela C. Goelzer of the Commission staff to the American Council
of Life Insurance concerning the redeemability of Section 403(b) annuity
contracts and the Registrant has complied with the provisions of paragraphs (1)
- - (4) thereof.

<PAGE>


                                      SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, 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 26th day of
April, 1996.

Fortis Benefits Insurance Company hereby makes the representation required by
Rule 485(b)(3) under that Act, and further represents that the amended
Registration Statement contains no information that  would render Rule 485(b)
unavailable.

                        VARIABLE ACCOUNT D OF 
                        FORTIS BENEFITS INSURANCE COMPANY
                        (Registrant)
                        By: FORTIS BENEFITS INSURANCE COMPANY

                        By: ______/s/_____________________________
                             Robert Brian Pollock, President

                        FORTIS BENEFITS INSURANCE COMPANY

                        By: ______/s/_____________________________
                             Robert Brian Pollock, President

As required by the Securities Act of 1933 and the Investment Company Act of
1940, this Registration Statement has been signed by the following persons, in
the capacities indicated, on April 26, 1996.

Signature                                   Title With Fortis Benefits
- ---------                                   --------------------------

*________________________              Chairman of the Board
 Allen R. Freedman

*________________________              Director
 Henry Carrol Mackin

*________________________              Director
 Thomas Michael Keller

_________________________              Director
 Arie Aristide Fakkert

___/s/___________________              Director
 Dean C. Kopperud

___/s/___________________              President and Director
 Robert Brian Pollock                  (Chief Executive Officer)

___/s/___________________              Senior Vice President, Controller
 Michael John Peninger                 and Treasurer (Principal
                                       Accounting Officer and
                                       Principal Financial Officer)

*By: _/s/___________________
    Robert Brian Pollock
    Attorney-in-Fact

<PAGE>

                                    EXHIBIT INDEX


10            Consent of Ernst & Young LLP

11            Financial Statement Schedules

13            Performance Computation Schedules


<PAGE>


                           Consent of Independent Auditors


We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated February 14, 1996 on the financial statements of Fortis
Benefits Insurance Company and our report dated March 22, 1996 on the financial
statements of Fortis Benefits Insurance Company Variable Account D in the
Registration Statement (Form N-4 No. 33-19421) and related Prospectus being
filed under the Securities Act of 1933 and the Investment Company Act of 1940
for the registration of flexible premium deferred combination variable and fixed
annuity contracts.


                                           /s/ Ernst & Young LLP


Minneapolis, Minnesota
April 25, 1996

<PAGE>

                         Report of Independent Auditors


The Board of Directors
Fortis Benefits Insurance Company


We have audited the financial statements of Fortis Benefits Insurance Company as
of December 31, 1995 and 1994, and for each of the three years in the period
ended December 31, 1995 and have issued our report thereon dated February 14,
1996 (included elsewhere in this Registration Statement).

Our audits also included the financial statement schedules I, IV and V included
elsewhere in this Registration Statement.  These schedules are the
responsibility of the Company's management.  Our responsibility is to express an
opinion based on our audits.

In our opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information set forth therein.


                              /s/ Ernst & Young LLP


Minneapolis, Minnesota
February 14, 1996


<PAGE>


FORTIS BENEFITS INSURANCE COMPANY
SCHEDULE I - SUMMARY OF INVESTMENTS
OTHER THAN INVESTMENTS IN RELATED PARTIES ($ THOUSANDS)
AS OF DECEMBER 31, 1995
<TABLE>
<CAPTION>
                                                                               AMOUNT AT WHICH
                                                                     FAIR       SHOWN IN THE
TYPE OF INVESTMENT                                   COST           VALUE       BALANCE SHEET
- ------------------                                ----------     ----------     -------------
<S>                                              <S>            <C>            <C>
Fixed maturities:
   Bonds:
      United States Government
         and government agencies
         and authorities . . . . . . . . . .      $  460,143     $  497,917     $  497,917
      All other coprorate bonds. . . . . . .       1,491,061      1,577,707      1,577,707
                                                  ----------     ----------     ----------
Total fixed maturities . . . . . . . . . . .       1,951,204     $2,075,624      2,075,624
                                                                 ----------
                                                                 ----------
Equity securities. . . . . . . . . . . . . .          60,935     $   78,852         78,852
                                                                 ----------
                                                                 ----------
Mortgage loans on real estate. . . . . . . .         571,050                       562,697*
Policy loans . . . . . . . . . . . . . . . .          53,863                        53,863
Short Term Investments . . . . . . . . . . .         153,481                       153,499
Real Estate and Other investments. . . . . .          11,918                        11,918
                                                  ----------                    ----------
Total investments. . . . . . . . . . . . . .      $2,802,451                    $2,936,453
                                                  ----------                    ----------
                                                  ----------                    ----------
</TABLE>

- -------------------------------
 *  Differences between cost and carrying values result from certain valuation
    allowances and declines in value that are other than temporary.


<PAGE>


FORTIS BENEFITS INSURANCE COMPANY
SCHEDULE IV - REINSURANCE ($ THOUSANDS)
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
                                                                                                              ASSUMED
                                                    GROSS                                                     DIVIDED
                                                    AMOUNT          CEDED         ASSUMED         NET          BY NET
                                                 -----------     ----------       --------    -----------     -------
<S>                                             <C>             <C>              <C>         <C>               <C>
For the year ended 12/31/95
Life Insurance in Force. . . . . . . . . . .     $87,069,238     $1,446,218       $492,018    $86,115,038       0.57%
                                                 -----------     ----------       --------    -----------
                                                 -----------     ----------       --------    -----------
REVENUES:
   Life and Annuity. . . . . . . . . . . . .     $   253,785     $    2,492       $     60    $   251,353       0.02%
   Interest Sensitive and Investment . . . .          48,245          2,169              -         46,076       0.00%
   A & H . . . . . . . . . . . . . . . . . .         934,838          3,410          3,472        934,900       0.37%
                                                 -----------     ----------       --------    -----------
   TOTAL . . . . . . . . . . . . . . . . . .     $ 1,236,868     $    8,071       $  3,532    $ 1,232,329       0.29%
                                                 -----------     ----------       --------    -----------
                                                 -----------     ----------       --------    -----------

For the year ended 12/31/94
Life Insurance in Force. . . . . . . . . . .     $62,187,163     $1,719,637       $448,854    $60,916,380       0.74%
                                                 -----------     ----------       --------    -----------
                                                 -----------     ----------       --------    -----------
REVENUES:
   Life and Annuity. . . . . . . . . . . . .     $   212,623     $    4,035       $   (764)   $   207,824      -0.37%
   Interest Sensitive and Investment . . . .          38,782            959              -         37,823       0.00%
   A & H . . . . . . . . . . . . . . . . . .         811,733         37,224          2,290        776,799       0.29%
                                                 -----------     ----------       --------    -----------
   TOTAL . . . . . . . . . . . . . . . . . .     $ 1,063,138     $   42,218       $  1,526    $ 1,022,446       0.15%
                                                 -----------     ----------       --------    -----------
                                                 -----------     ----------       --------    -----------

For the year ended 12/31/93
Life Insurance in Force. . . . . . . . . . .     $54,426,139     $1,849,797       $370,422    $52,946,764       0.70%
                                                 -----------     ----------       --------    -----------
                                                 -----------     ----------       --------    -----------
REVENUES:
   Life and Annuity. . . . . . . . . . . . .     $   189,420     $    2,450       $    893    $   187,863       0.48%
   Interest Sensitive and Investment . . . .          29,756            978              -         28,778       0.00%
   A & H . . . . . . . . . . . . . . . . . .         775,509         37,097              -        738,412       0.00%
                                                 -----------     ----------       --------    -----------
   TOTAL . . . . . . . . . . . . . . . . . .     $   994,685     $   40,525       $    893    $   955,053       0.09%
                                                 -----------     ----------       --------    -----------
                                                 -----------     ----------       --------    -----------
</TABLE>



<PAGE>


FORTIS BENEFITS INSURANCE COMPANY
SCHEDULE V - VALUATION AND QUALIFYING ACCOUNTS ($ THOUSANDS)
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
                                                                            ADDITIONS
                                                      BALANCE      ---------------------------
                                                        AT         CHARGED TO       CHARGED TO                  BALANCE AT
                                                     BEGINNING      COSTS &        OTHER ACCTS     DEDUCTION-     END OF
DESCRIPTION                                          OF PERIOD      EXPENSES         DESCRIBE       DESCRIBE      PERIOD
- -----------                                          ---------      --------         --------       --------      ------
<S>                                                  <C>            <C>                <C>            <C>        <C>
For the year ended 12/31/95
   Reserve for Mortgage Loans. . . . . . . .          $7,429           $924             $0             $0         $8,353

For the year ended 12/31/94
   Reserve for Mortgage Loans. . . . . . . .           6,324          1,105              0              0          7,429

For the year ended 12/31/93
   Reserve for Mortgage Loans. . . . . . . .           4,676          1,648              0              0          6,324
</TABLE>

<PAGE>

                      FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION

                        U.S. GOVERNMENT SECURITIES SUBACCOUNT

      The subaccount's standardized yield for the 30 day period ended December
31, 1995 was computed by dividing the net investment income per accumulation
unit earned during the period by the maximum offering price per unit on the last
day of the period in accordance with the formula prescribed by the Securities
and Exchange Commission:

                      [(($2,736,375))                  6
                 2 * {  -------------------------  + 1]  - 1} = 9.83%
                    [((10,989,914 * 15.805))

      Total return is the percentage change between the public offering price
of one subaccount unit at the beginning of the period to the public offering
price of one subaccount unit at the end of the period.  Ending total values are
calculated for any specific period and cumulative total returns are calculated
according to the following formula:

                             Cash Surrender Value - Initial Amount Invested
              Total Return = --------------------------------------------------
                                          Initial Amount Invested

      Based on an initial investment made January 1, 1995 and unit information
shown on the attached page, and adjusting for the annual administration charge,
the value of such investment at December 31, 1995 and the total return for the
one year period are as follows:

      Ending Value                          Total Return
      ----------------                      -----------------
      $1,137.13                             $1,137.13 - $1,000
                                            ----------------------- = 13.71%
                                                    $1,000

      Cumlative total return for five years ended December 31, 1995, is as
follows:

      $1,204.87 - $1,000
      ------------------ = 20.49%
           $1,000

      Cumulative total return since inception through December 31, 1995, is as
follows:

      $1,335.50 - $1,000
      ----------------------- = 33.55%
            $1,000

<PAGE>

      Average annual total return (T) equates the initial amount invested (P)
to the ending redeemable value (ERV) over the period (n) in accordance with the
formula prescribed by the Securities and Exchange Commission:

              n
      P(1 + T)   = ERV
      Average annual total return for the current one year period, five year
period and since commencement of the subaccount are as follows:

      One year ended December 31, 1995:

      $1,137.13/$1,000 - 1 = 13.73%

      Five years ended December 31, 1995:

                        1/5
      ($1,204.87/$1,000)         - 1 = 3.80%

      Since inception through December 31, 1995:

                        1/7.67
      ($1,335.50/$1,000)         - 1 = 4.43%

      Unit Value Information
      ----------------------

                             Unit
         Date                Value
      ----------             ------
      05/01/89              $10.000
      12/31/89               10.756
      12/31/90               11.454
      12/31/91               12.922
      12/31/92               13.529
      12/31/93               14.609
      12/31/94               13.484
      12/31/95               15.805

<PAGE>

                      FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION

                            DIVERSIFIED INCOME SUBACCOUNT

      The subaccount's standardized yield for the 30 day period ended December
31, 1995 was computed by dividing the net investment income per accumulation
unit earned during the period by the maximum offering price per unit on the last
day of the period in accordance with the formula prescribed by the Securities
and Exchange Commission:

                          [(($1,301,386))         6
              2 * {  ------------------------ + 1]  - 1} = 7.76%
                     [((59,213,865 * 1.754))

Total return is the percentage change between the public offering price of one
subaccount unit at the beginning of the period to the public offering price of
one subaccount unit at the end of the period.  Ending total values are
calculated for any specific period and cumulative total returns are calculated
according to the following formula:

                         Cash Surrender Value - Initial Amount Invested
         Total Return = ----------------------------------------------
                                      Initial Amount Invested

      Based on an initial investment made January 1, 1995 and unit information
shown on the attached page, and adjusting for the annual administration charge,
the value of such investment at December 31, 1995 and the total return for the
one year period are as follows:

       Ending Value                    Total Return
       ----------------                -----------------
       $1,121.99                       $1,121.99 - $1,000
                                       ------------------ = 12.19%
                                               $1,000

      Cumlative total return for five years ended December 31, 1995, is as
follows:

      $1,263.88 - $1,000
      ------------------ = 26.39%
              $1,000

      Cumulative total return since inception through December 31, 1995, is as
follows:

      $1,474.00 - $1,000
      ------------------ = 47.40%
             $1,000

<PAGE>

      Average annual total return (T) equates the initial amount invested (P)
to the ending redeemable value (ERV) over the period (n) in accordance with the
formula prescribed by the Securities and Exchange Commission:

              n
      P(1 + T)   = ERV
      Average annual total return for the current one year period, five year
period and since commencement of the subaccount are as follows:

      One year ended December 31, 1995:

      $1,121.99/$1,000 - 1 = 12.19%

       Five years ended December 31, 1995:

                        1/5
      ($1,263.88/$1,000)         - 1 = 4.80%

      Since inception through December 31, 1995:

                        1/7.67
      ($1,474.00/$1,000)         - 1 = 5.19%

      Unit Value Information
      ----------------------

                             Unit
        Date                 Value
      --------              -------
      05/01/88              $1.000
      12/31/88               1.025
      12/31/89               1.135
      12/31/90               1.219
      12/31/91               1.379
      12/31/92               1.457
      12/31/93               1.621
      12/31/94               1.516
      12/31/95               1.754


<PAGE>
                       FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION

                               GROWTH STOCK SUBACCOUNT

      Total return is the percentage change between the public offering price
of one subaccount unit at the beginning of the period to the public offering
price of one subaccount unit at the end of the period.  Ending total values are
calculated for any specific period and cumulative total returns are calculated
according to the following formula:

                              Cash Surrender Value - Initial Amount Invested
              Total Return = ----------------------------------------------
                                          Initial Amount Invested

      Based on an initial investment made January 1, 1995 and unit information
shown on the attached page, and adjusting for the annual administration charge,
the value of such investment at December 31, 1995 and the total return for the
one year period are as follows:

      Ending Value                     Total Return
      ------------                     ------------
      $1,224.50                        $1,224.50 - $1,000
                                       ------------------- = 22.45%
                                                $1,000

      Cumlative total return for five years ended December 31, 1995, is as
follows:

      $1,818.07 - $1,000
      ------------------ = 81.81%
              $1,000

      Cumulative total return since inception through December 31, 1995, is as
follows:

      $2,307.00 - $1,000
      ------------------ = 130.70%
              $1,000

<PAGE>

       Average annual total return (T) equates the initial amount invested (P)
to the ending redeemable value (ERV) over the period (n) in accordance with the
formula prescribed by the Securities and Exchange Commission:

              n
      P(1 + T)   = ERV

      Average annual total return for the current one year period, five year
period and since commencement of the subaccount are as follows:

      One year ended December 31, 1995:

      $1,224.50/$1,000 - 1 = 22.45%

      Five years ended December 31, 1995:

                        1/5
      ($1,818.07/$1,000)         - 1 = 12.70%

      Since inception through December 31, 1995:

                        1/7.67
      ($2,307.00/$1,000)         - 1 = 11.52%

      Unit Value Information
      ----------------------

                             Unit
        Date                 Value
      --------              -------
      05/01/88              $1.000
      12/31/88               0.999
      12/31/89               1.358
      12/31/90               1.298
      12/31/91               1.966
      12/31/92               1.996
      12/31/93               2.143
      12/31/94               2.054
      12/31/95               2.587

<PAGE>

                      FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION

                             ASSET ALLOCATION SUBACCOUNT

      Total return is the percentage change between the public offering price
of one subaccount unit at the beginning of the period to the public offering
price of one subaccount unit at the end of the period.  Ending total values are
calculated for any specific period and cumulative total returns are calculated
according to the following formula:

                              Cash Surrender Value - Initial Amount Invested
              Total Return = ----------------------------------------------
                                          Initial Amount Invested

      Based on an initial investment made January 1, 1995 and unit information
shown on the attached page, and adjusting for the annual administration charge,
the value of such investment at December 31, 1995 and the total return for the
one year period are as follows:

         Ending Value                  Total Return
         ------------                  ------------
         $1,168.61                     $1,168.61 - $1,000
                                       ------------------ = 16.86%
                                               $1,000

      Cumlative total return for five years ended December 31, 1995, is as
follows:

      $1,528.11 - $1,000
      ------------------ = 52.81%
              $1,000

      Cumulative total return since inception through December 31, 1995, is as
follows:

      $1,854.00 - $1,000
      ------------------ = 85.40%
              $1,000

<PAGE>

      Average annual total return (T) equates the initial amount invested (P)
to the ending redeemable value (ERV) over the period (n) in accordance with the
formula prescribed by the Securities and Exchange Commission:

              n
      P(1 + T)   = ERV

      Average annual total return for the current one year period, five year
period and since commencement of the subaccount are as follows:

      One year ended December 31, 1995:

      $1,168.61/$1,000 - 1 = 16.86%

      Five years ended December 31, 1995:

                        1/5
      ($1,528.11/$1,000)         - 1 = 8.85%

      Since inception through December 31, 1995:

                        1/7.67
      ($1,854.00/$1,000)         - 1 = 8.38%

      Unit Value Information
      ----------------------

                              Unit
         Date                 Value
      ----------             -------
      05/01/88               $1.000
      12/31/88                1.020
      12/31/89                1.245
      12/31/90                1.253
      12/31/91                1.578
      12/31/92                1.665
      12/31/93                1.797
      12/31/94                1.773
      12/31/95                2.134

<PAGE>

                      FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION

                               GLOBAL GROWTH SUBACCOUNT

      Total return is the percentage change between the public offering price
of one subaccount unit at the beginning of the period to the public offering
price of one subaccount unit at the end of the period.  Ending total values are
calculated for any specific period and cumulative total returns are calculated
according to the following formula:

                              Cash Surrender Value - Initial Amount Invested
              Total Return = ----------------------------------------------
                                          Initial Amount Invested

      Based on an initial investment made January 1, 1995 and unit information
shown on the attached page, and adjusting for the annual administration charge,
the value of such investment at December 31, 1995 and the total return for the
one year period are as follows:

         Ending Value                  Total Return
         ------------                  ------------
         $1,252.41                     $1,252.41 - $1,000
                                       ------------------ = 25.24%
                                                $1,000

      Cumulative total return since inception through December 31, 1995, is as
follows:

      $1,435.40 - $1,000
      ------------------ =  43.54%
              $1,000

      Average annual total return (T) equates the initial amount invested (P)
to the ending redeemable value (ERV) over the period (n) in accordance with the
formula prescribed by the Securities and Exchange Commission:

              n
      P(1 + T)   = ERV

      Average annual total return for the current one year period, five year
period and since commencement of the subaccount are as follows:

      One year ended December 31, 1995:

      $1,252.41/$1,000 - 1 = 25.24%

<PAGE>

      Since inception through December 31, 1995:

                        1/3.67
      ($1,435.40/$1,000)          - 1 = 10.35%

      Unit Value Information
      ----------------------

                              Unit
         Date                 Value
      ----------             --------
      05/01/92               $10.000
      12/31/92                10.989
      12/31/93                12.784
      12/31/94                12.237
      12/31/95                15.754

<PAGE>

                      FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION

                               MONEY MARKET SUBACCOUNT

      The subaccount's standardized yield for the seven day period ended
December 31, 1995 was computed by dividing 1 by the unit price for December 24,
1995, then multiplying this by the unit price on December 31, 1995 to get a base
period return.  The base period return is then multiplied by 365 days and then
divided by 7.  This calculation for the seven day period ended December 31, 1995
was as follows:

      ((1 / 1.366126) x 1.367592) -1 = .001073 - Base Period Return

      .001073 x (365 / 7) = .0559 or 5.59%

The compound or effective yield for this same period is calculated by taking the
base period return and adding 1, raising the sum to a power equal to 365 divided
by 7 and subtracting 1 from the result.  This calculation for the seven day
period ended December 31, 1995 was as follows:

                   365/7
      (.001073 + 1)       -1 = .0575 or 5.75%

      Date              Unit Price
      ------           ----------
      12/24/95          1.366126
      12/31/95          1.367592

<PAGE>

                      FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION

                             AGGRESSIVE GROWTH SUBACCOUNT

      Total return is the percentage change between the public offering price
of one subaccount unit at the beginning of the period to the public offering
price of one subaccount unit at the end of the period.  Ending total values are
calculated for any specific period and cumulative total returns are calculated
according to the following formula:

                              Cash Surrender Value - Initial Amount Invested
              Total Return = ----------------------------------------------
                                          Initial Amount Invested

      Based on an initial investment made January 1, 1995 and unit information
shown below, and adjusting for the annual administration charge, the value of
such investment at December 31, 1995 and the cumulative total return since
inception is as follows:

      Ending Value                     Total Return
      ------------                     ------------
      $1,237.05                        $1,237.05 - $1,000
                                       ------------------ = 23.70%
                                               $1,000

Cumulative total return since inception through December 31, 1995, is as
follows:

      $1,176.10 - $1,000
      ------------------ =  17.61%
              $1,000

      Average annual total return (T) equates the initial amount invested (P)
to the ending redeemable value (ERV) over the period (n) in accordance with the
formula prescribed by the Securities and Exchange Commission:

              n
      P(1 + T)   = ERV

      One year ended December 31, 1995:

      $1,237.05/$1,000 - 1 = 23.70%

<PAGE>

      Average annual total return since inception of the subaccount through
December 31, 1995 is as follows:

                        1/1.67
      ($1,176.10/$1,000)        - 1 = 10.50%

      Unit Value Information
      ----------------------

                              Unit
         Date                 Value
      ----------             -------
      05/01/94               $10.000
      12/31/94                 9.796
      12/31/95                12.461

<PAGE>

                      FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION

                              GROWTH & INCOME SUBACCOUNT

      Total return is the percentage change between the public offering price
of one subaccount unit at the beginning of the period to the public offering
price of one subaccount unit at the end of the period.  Ending total values are
calculated for any specific period and cumulative total returns are calculated
according to the following formula:

                              Cash Surrender Value - Initial Amount Invested
              Total Return = ----------------------------------------------
                                           Initial Amount Invested

      Based on an initial investment made January 1, 1995 and unit information
shown below, and adjusting for the annual administration charge, the value of
such investment at December 31, 1995 and the cumulative total return since
inception is as follows:

      Ending Value                     Total Return
      ------------                     ------------
      $1,247.59                        $1,247.59 - $1,000
                                       ------------------ = 24.76%
                                                $1,000

Cumulative total return since inception through December 31, 1995, is as
follows:

      $1,220.40 - $1,000
      ------------------ =  22.04%
              $1,000

      Average annual total return (T) equates the initial amount invested (P)
to the ending redeemable value (ERV) over the period (n) in accordance with the
formula prescribed by the Securities and Exchange Commission:

              n
      P(1 + T)  = ERV

      One year ended December 31, 1995:

      $1,247.59/$1,000 - 1 = 24.76%

<PAGE>

      Average annual total return since inception of the subaccount through
December 31, 1995 is as follows:

                        1/1.67
      ($1,220.40/$1,000)        - 1 = 12.67%

      Unit Value Information
      ----------------------

                              Unit
         Date                 Value
      ----------             -------
      05/01/94               $10.000
      12/31/94                10.069
      12/31/95                12.904

<PAGE>
                       FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION

                                HIGH YIELD SUBACCOUNT

      The subaccount's standardized yield for the 30 day period ended December
31, 1995 was computed by dividing the net investment income per accumulation
unit earned during the period by the maximum offering price per unit on the last
day of the period in accordance with the formula prescribed by the Securities
and Exchange Commission:

                    [      $181,896                  6
                  2 * { ------------------------ + 1]  - 1} = 4.37%
                    [((2,321,419 * 10.941))

      Total return is the percentage change between the public offering price
of one subaccount unit at the beginning of the period to the public offering
price of one subaccount unit at the end of the period.  Ending total values are
calculated for any specific period and cumulative total returns are calculated
according to the following formula:

                              Cash Surrender Value - Initial Amount Invested
              Total Return = ----------------------------------------------
                                          Initial Amount Invested

      Based on an initial investment made January 1, 1995 and unit information
shown below, and adjusting for the annual administration charge, the value of
such investment at December 31, 1995 and the cumulative total return since
inception is as follows:

      Ending Value                     Total Return
      ------------                     ------------
      $1,122.53                        $1,122.53 - $1,000
                                       ------------------ = 12.25%
                                                $1,000

Cumulative total return since inception through December 31, 1995, is as
follows:

      $1,024.10 - $1,000
      ------------------ =  2.41%
              $1,000

<PAGE>

      Average annual total return (T) equates the initial amount invested (P)
to the ending redeemable value (ERV) over the period (n) in accordance with the
formula prescribed by the Securities and Exchange Commission:

              n
      P(1 + T)   = ERV

      One year ended December 31, 1995:

      $1,122.53/$1,000 - 1 = 12.25%

      Average annual total return since inception of the subaccount through
December 31, 1995 is as follows:

                        1/1.67
      ($1,024.10/$1,000)         - 1 = 1.44%

      Unit Value Information
      ----------------------

                             Unit
         Date                Value
      ----------           --------
      05/01/94             $10.000
      12/31/94               9.452

<PAGE>

                      FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION

                          GLOBAL ASSET ALLOCATION SUBACCOUNT


      Total return is the percentage change between the public offering price
of one subaccount unit at the beginning of the period to the public offering
price of one subaccount unit at the end of the period.  Ending total values are
calculated for any specific period and cumulative total returns are calculated
according to the following formula:

                              Cash Surrender Value - Initial Amount Invested
              Total Return = ----------------------------------------------
                                          Initial Amount Invested

      Based on an initial investment made January 1, 1995 and unit information
shown below, and adjusting for the annual administration charge, the value of
such investment at December 31, 1995 and the cumulative total return since
inception is as follows:

         Ending Value                  Total Return
         ------------                  ------------
         $1,124.00                     $1,124.00 - $1,000
                                       ------------------ = 12.42%
                                             $1,000

      Average annual total return (T) equates the initial amount invested (P)
to the ending redeemable value (ERV) over the period (n) in accordance with the
formula prescribed by the Securities and Exchange Commission:

              n
      P(1 + T)  = ERV

      Average annual total return since inception of the subaccount through
December 31, 1995 is as follows:

                       1/1
      ($1,124.00/$1,000)            - 1 = 12.42%

      Unit Value Information
      ----------------------

                              Unit
         Date                 Value
      --------               --------
      01/01/95               $10.000
      12/31/95                11.590

<PAGE>

                      FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION

                            INTERNATIONAL STOCK SUBACCOUNT


      Total return is the percentage change between the public offering price
of one subaccount unit at the beginning of the period to the public offering
price of one subaccount unit at the end of the period.  Ending total values are
calculated for any specific period and cumulative total returns are calculated
according to the following formula:

                              Cash Surrender Value - Initial Amount Invested
              Total Return = ----------------------------------------------
                                          Initial Amount Invested

      Based on an initial investment made January 1, 1995 and unit information
shown below, and adjusting for the annual administration charge, the value of
such investment at December 31, 1995 and the cumulative total return since
inception is as follows:

         Ending Value                  Total Return
         ------------                  ------------
         $1,092.20                     $1,092.20 - $1,000
                                       ------------------ = 9.22%
                                             $1,000

      Average annual total return (T) equates the initial amount invested (P)
to the ending redeemable value (ERV) over the period (n) in accordance with the
formula prescribed by the Securities and Exchange Commission:

              n
      P(1 + T)  = ERV

      Average annual total return since inception of the subaccount through
December 31, 1995 is as follows:

                       1/1
      ($1,092.20/$1,000)        - 1 = 9.22%

      Unit Value Information
      ----------------------

                             Unit
         Date                Value
      --------              -------
      01/01/95              $10.000
      12/31/95               11.272

<PAGE>

                      FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION

                                GLOBAL BOND SUBACCOUNT

      The subaccount's standardized yield for the 30 day period ended December
31, 1995 was computed by dividing the net investment income per accumulation
unit earned during the period by the maximum offering price per unit on the last
day of the period in accordance with the formula prescribed by the Securities
and Exchange Commission:

                         [       $31,423                  6
                   2 * { ---------------------------- + 1]  - 1} = 2.83%
                         [  ((574,142 * 11.743))

      Total return is the percentage change between the public offering price
of one subaccount unit at the beginning of the period to the public offering
price of one subaccount unit at the end of the period.  Ending total values are
calculated for any specific period and cumulative total returns are calculated
according to the following formula:

                              Cash Surrender Value - Initial Amount Invested
              Total Return = ----------------------------------------------
                                          Initial Amount Invested

      Based on an initial investment made January 1, 1995 and unit information
shown below, and adjusting for the annual administration charge, the value of
such investment at December 31, 1995 and the cumulative total return since
inception is as follows:

         Ending Value                  Total Return
         ------------                  ------------
         $1,174.30                     $1,174.30 - $1,000
                                       ------------------ = 17.43%
                                             $1,000

      Average annual total return (T) equates the initial amount invested (P)
to the ending redeemable value (ERV) over the period (n) in accordance with the
formula prescribed by the Securities and Exchange Commission:

              n
      P(1 + T)  = ERV

<PAGE>

      Average annual total return since inception of the subaccount through
December 31, 1995 is as follows:

                        1/1
      ($1,174.30/$1,000)         - 1 = 17.43%

      Unit Value Information
      ----------------------

                             Unit
         Date                Value
      --------              -------
      01/01/95              $10.000
      12/31/95               11.743

                                            

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 7
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<DEBT-HELD-FOR-SALE>                                 0
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                   1,380,981
<MORTGAGE>                                           0
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                               1,380,981
<CASH>                                               0
<RECOVER-REINSURE>                                   0
<DEFERRED-ACQUISITION>                               0
<TOTAL-ASSETS>                               1,380,981
<POLICY-LOSSES>                              1,380,981
<UNEARNED-PREMIUMS>                                  0
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                                0
<NOTES-PAYABLE>                                      0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                 1,380,981
                                     243,690
<INVESTMENT-INCOME>                            243,548
<INVESTMENT-GAINS>                                   0
<OTHER-INCOME>                                       0
<BENEFITS>                                     121,422
<UNDERWRITING-AMORTIZATION>                          0
<UNDERWRITING-OTHER>                           364,816
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                         0
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>                                     0
<RESERVE-CLOSE>                                      0
<CUMULATIVE-DEFICIENCY>                              0
        

</TABLE>


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