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.  33-73986
                                                                        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. 2

                                        AND/OR

           REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

                                   Amendment No. 36

                                  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)

This document consists of 112 pages.  Exhibit Index appears on page 96.

<PAGE>

    Approximate Date of Proposed Public Offering:  as soon as practicable after
the effective date of this registration statement.

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

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.
- -----

         On _______ pursuant to paragraph (a)(i) of Rule 485.
- -----

         75 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 designates a new effective date for a
- -----    previously filed post effective amendment.

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

    An indefinite amount of the securities being offered has been registered
pursuant to a declaration under Rule 24f-2 under the Investment Company Act of
1940, set out in the initial filing of the registrant's Form N-4 registration
statement contained in File No. 33-19421.  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                     Not applicable
    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 or Partial
                                            Surrenders; Accumulation Period
                                            -- Total and Partial Surrenders

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

13. Legal Proceedings                       None

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

<PAGE>
                                            Statement of Additional
         Form N-4                           Information Caption
         --------                           ------------------------

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 in Charges
    Offered

20. Underwriters                            Services

21. Calculation of Performance              None
    Data

22. Annuity Payments                        Calculation of Annuity Payments

23. Financial Statements                    Financial Statements




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

    *  All required information is included in the Prospectus.


<PAGE>
NORWEST
PASSAGE
VARIABLE
ANNUITY
Individual Flexible
Premium Deferred
Variable Annuity Contract
 
PROSPECTUS DATED
May 1, 1996
 
FORTIS BENEFITS INSURANCE COMPANY
MAILING ADDRESS:        STREET ADDRESS:           PHONE: 1-800-780-7743
P.O. BOX 64272          500 BIELENBERG DRIVE
ST. PAUL, MN 55164      WOODBURY, MN 55125
 
This  Prospectus  describes  an individual  flexible  premium  deferred variable
annuity contract  ("Contract")  issued  by  Fortis  Benefits  Insurance  Company
("Fortis  Benefits"). The minimum  purchase payment is  generally $5,000 for the
initial payment and $1,000 for each subsequent payment.
The Contract allows you  to accumulate funds on  a tax-deferred basis.  Contract
Owners  may  elect  a  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  return
accumulation   option,   Contract  Owners   can   choose  among   the  following
alternatives:
    - three different  Portfolios  of  Fortis  Series  Fund,  Inc.  ("Fortis
      Series"):  Growth Stock Series, Global  Growth Series and Money Market
      Series;
    - four different  Portfolios  of  the  Norwest  Select  Funds  ("Norwest
      Series"): ValuGrowth Stock Fund, Intermediate Bond Fund, Income Equity
      Stock Fund and Small Company Stock Fund; and
    - the  International Portfolio  Class A  shares of  the Scudder Variable
      Life Investment Fund ("Scudder Series").
The  Accompanying  Prospectuses   for  these  funds   describe  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  full refund  of the  Contract Value  without
application  of any sales, surrender, or  administrative charges (except that in
those states  that so  require, you  will receive  the amount  of your  purchase
payments).
This  Prospectus gives prospective investors information about the Contract that
they should  know  before investing.  This  Prospectus must  be  accompanied  by
current  Prospectuses of  Fortis Series  Fund, Inc.,  Norwest Select  Funds, and
Scudder Variable Life Investment Fund. All prospectuses should be read carefully
and kept for future reference.
A Statement of Additional  Information, dated May 1,  1996, about the  Contracts
has  been filed  with the  Securities and  Exchange Commission  and is available
without charge, from  Fortis Benefits at  the address and  phone number  printed
above. The Table of Contents for the Statement of Additional Information appears
on page 20 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 OFFENSE.
FORTIS -REGISTERED TRADEMARK-
<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..................................     8
    - Fortis Benefits/Fortis Financial Group Member.......................     8
    - The Separate Account................................................     8
    - The Series Funds....................................................     8
Accumulation Period.......................................................     9
    - Issuance of a Contract and Purchase Payments........................     9
    - Contract Value......................................................     9
    - Allocation of Purchase Payments and Contract Value..................    10
    - Total and Partial Surrenders........................................    10
    - Benefit Payable on Death of Annuitant or Contract Owner.............    11
    - Contract Loans (Section 403(b) Qualified Contracts Only)............    11
The Annuity Period........................................................    12
    - Annuity Commencement Date...........................................    12
    - Commencement of Annuity Payments....................................    12
    - Relationship Between Subaccount Investment Performance and Amount of
       Variable Annuity Payments..........................................    13
    - Annuity Forms.......................................................    13
    - Death of Annuitant or Other Payee...................................    13
Charges and Deductions....................................................    13
    - Premium Taxes.......................................................    13
    - Annual Administrative Charge........................................    14
    - Charges Against the Separate Account................................    14
    - Surrender Charge....................................................    14
    - Miscellaneous.......................................................    15
    - Reduction of Charges................................................    15
Fixed Account.............................................................    15
    - General Description.................................................    15
    - Fixed Account Value.................................................    15
    - Fixed Account Transfers, Total and Partial Surrenders...............    15
General Provisions........................................................    16
    - The Contract........................................................    16
    - Postponement of Payments............................................    16
    - Misstatement of Age or Sex and Other Errors.........................    16
    - Assignment and Ownership Rights.....................................    16
    - Beneficiary.........................................................    16
    - Reports.............................................................    16
Rights Reserved By Fortis Benefits........................................    16
Distribution..............................................................    17
Federal Tax Matters.......................................................    17
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 DATE     The date on which the Annuity Period commences.
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 as  per  the terms  of  the
                              Contract in the event of the Contract Owner's or Annuitant's death.
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 SERIES                 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;
                              1-800-780-7743;  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.
NORWEST SERIES                Norwest Select Funds,  a diversified,  open-end management  investment
                              company in which the Separate Account invests.
PORTFOLIO                     Each  separate investment portfolio of  Fortis Series, Norwest Series,
                              and Scudder Series  eligible for  investment by  the Separate  Account
                              under the Contracts.
QUALIFIED CONTRACTS           Contracts  that  are  qualified  for the  special  federal  income tax
                              treatment applicable in connection with certain retirement plans.
SCUDDER SERIES                Scudder  Variable  Life  Investment  Fund,  a  diversified,   open-end
                              management investment company in which the Separate Account invests.
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       AMOUNT OF
DATE OF PAYMENT      CHARGE
- ----------------    ---------
<S>                 <C>
     Less than 5           5%
       5 or more           0%
</TABLE>
 
<TABLE>
<S>                                                      <C>
       Other Surrender Fees............................    0%
       Transfer Fee....................................    0%
       Charge for Each 403(b) Contract Loan............  $ 100
 
ANNUAL CONTRACT ADMINISTRATION CHARGE..................  $  30(2)
 
SEPARATE ACCOUNT ANNUAL EXPENSES
 (AS A PERCENTAGE OF AVERAGE ACCOUNT VALUE)
       Mortality and Expense Risk Charge...............   1.25   %
       Separate Account Administrative Charge..........    .15   %
                                                           ---
         Total Separate Account Annual Expenses........   1.40   %
</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, in the case where the Owner or Annuitant dies prior
     to the Contract being surrendered.
 
(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.
 
PORTFOLIO ANNUAL EXPENSES (A)
 
The information set forth in this table  was provided to Fortis Benefits by  the
Portfolio  managers  and Fortis  Benefits  has not  independently  verified such
information for those Portfolios other than the Fortis Series Portfolios.
<TABLE>
<CAPTION>
                                                      FORTIS    FORTIS    FORTIS     NORWEST       NORWEST       NORWEST
                                                      GLOBAL    GROWTH     MONEY    VALUGROWTH   INTERMEDIATE     INCOME
                                                      GROWTH     STOCK    MARKET      STOCK          BOND         EQUITY
                                                      SERIES    SERIES    SERIES       FUND          FUND       STOCK FUND
                                                      -------   -------   -------   ----------   ------------   ----------
<S>                                                   <C>       <C>       <C>       <C>          <C>            <C>
Investment Advisory and Management Fee..............     .70%      .62%      .30%          .0%            .0%          .0%
Other Expenses......................................     .10       .05       .10          .80            .60          .80
Total Operating Expenses (after expense
 reimbursements and waivers)(b).....................     .80       .67       .40          .80            .60          .80
 
<CAPTION>
                                                        NORWEST        SCUDDER
                                                         SMALL       INTERNATIONAL
                                                        COMPANY      FUND CLASS A
                                                       STOCK FUND       SHARES
                                                      ------------   ------------
<S>                                                   <C>            <C>
Investment Advisory and Management Fee..............           .0%          .875%
Other Expenses......................................          .54           .205
Total Operating Expenses (after expense
 reimbursements and waivers)(b).....................          .54           1.08
</TABLE>
 
- ------------------------------
(a)  As a percentage of  Portfolio average net assets  based on 1995  historical
     data, except that for Norwest Income Stock Fund, these amounts are based on
     estimates for their current fiscal year.
 
(b)  In  the  absence of  expense  reimbursements and  waivers,  Total Operating
     Expenses for the Norwest Series would be as follows: ValuGrowth Fund 3.81%;
     Intermediate Bond Fund  4.67%; and  Small Company  Stock Fund  3.61% on  an
     estimated  basis. There was  no reimbursement for  Fortis Series or Scudder
     Series.
 
                                       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                         1       3       5      10
PORTFOLIO:                                               YEAR    YEARS   YEARS   YEARS
                                                         -----   -----   -----   -----
<S>                                                      <C>     <C>     <C>     <C>
Fortis Global Growth Series............................  $ 68    $117    $168    $264
Fortis Growth Stock Series.............................    67     113     162     251
Fortis Money Market Series.............................    64     105     148     223
Norwest ValuGrowth Stock Fund..........................    68     117     168     264
Norwest Intermediate Bond Fund.........................    66     111     158     244
Norwest Small Company Stock Fund.......................    66     109     155     238
Norwest Income Equity Stock Fund.......................    68     117     168     264
Scudder International Portfolio--Class A...............    71     125     182     292
</TABLE>
 
If you COMMENCE AN ANNUITY PAYMENT OPTION, or do NOT surrender your Contract  or
commence  an annuity payment option 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                         1       3       5      10
PORTFOLIO:                                               YEAR    YEARS   YEARS   YEARS
                                                         -----   -----   -----   -----
<S>                                                      <C>     <C>     <C>     <C>
Fortis Global Growth Series............................  $ 23    $ 72    $123    $264
Fortis Growth Stock Series.............................    22      68     117     251
Fortis Money Market Series.............................    19      60     103     223
Norwest ValuGrowth Stock Fund..........................    23      72     123     264
Norwest Intermediate Bond Fund.........................    21      66     113     244
Norwest Small Company Stock Fund.......................    21      64     110     238
Norwest Income Equity Stock Fund.......................    23      72     123     264
Scudder International Portfolio--Class A...............    26      80     137     292
</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. For  the purpose  of these  examples,
      portfolio  annual expenses are assumed to  continue at the rates set forth
      in the table above.
 
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 the Portfolios. Amounts for state
premium taxes or similar  assessments will also  be deducted, where  applicable.
(See Charges and Deductions - Premium Taxes.)
 
See  Appendix B for an explanation of  the calculations of the amounts 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
 
The  initial  purchase payment  must be  at least  $5,000 ($2,000  for Qualified
Contracts). An initial  purchase payment of  $50 is acceptable  if payments  are
being  made  on  a  systematic  basis such  as  payroll  deduction  or automatic
deduction from a  savings or checking  account. Additional payments  must be  at
least  $1,000 each unless  they are being made  on a systematic  basis such as a
payroll deduction or automatic deduction from a savings or checking account. $50
is the minimum additional payment on a systematic basis. For Contracts issued in
the states of Oregon and Washington only  a single purchase payment may be  made
and no further purchase payments can be accepted.
 
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 available Subaccounts of the Separate Account invests in shares of a
corresponding  Portfolio of Fortis Series, Norwest Series or Scudder Series. The
investment objective of each of the Subaccounts of the Separate Account and that
of the  corresponding Portfolio  of Fortis  Series, Norwest  Series, or  Scudder
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 Portfolios,  as
well as deductions for certain charges.
 
Each  Portfolio has a separate and distinct investment objective. The Portfolios
of Fortis Series are managed by Fortis Advisers, Inc. The Portfolios of  Norwest
Series  are managed  by Norwest  Investment Management,  a part  of Norwest Bank
Minnesota, N.A. The Portfolios of Scudder Series are managed by Scudder,  Steven
& Clark, Inc.
 
For   providing  investment  management  services  to  these  Portfolios  Fortis
Advisers, Inc., Norwest  Investment Management,  and Scudder,  Stevens &  Clark,
Inc.  receive fees  from the  applicable Series based  on the  average daily net
assets of the Portfolios. The Portfolios also bear most of their other expenses.
Full descriptions of the Portfolios  and their investment objectives,  policies,
and  risks  can be  found  in the  current  Prospectuses for  each  Series which
accompany this  Prospectus.  Additional  information  on  each  Series  is  also
available  in the  Statement of  Additional Information  for each  Series. These
Statements of Additional Information are 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 Value--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 .15%  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.
 
                                       6
<PAGE>
There  is  also  an  annual   administrative  charge  each  year  for   Contract
administration  and maintenance.  This charge  is $30  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 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 return  to you the Contract Value  without
application  of any sales, surrender, or  administrative charges (except that in
those states  that so  require, you  will receive  the amount  of your  purchase
payments).
 
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;  1-800-780-7743. For  certain current  information relating  to
Contract  Values such  as Subaccount  unit values,  interest rates  in the Fixed
Account, and your  Contract Value,  call 1-800-780-7743.  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
1-800-780-7743.
 
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.
 
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>
                                                     NORWEST     NORWEST      NORWEST     SCUDDER
                    FORTIS     FORTIS     FORTIS      VALU-       INTER-       SMALL       INTER-
                    GROWTH     GLOBAL      MONEY     GROWTH      MEDIATE      COMPANY     NATIONAL
                     STOCK     GROWTH     MARKET      STOCK        BOND        STOCK      CLASS A
                   ---------  ---------  ---------  ---------  ------------  ---------  ------------
<S>                <C>        <C>        <C>        <C>        <C>           <C>        <C>
December 31, 1995
  Accumulation
   Unit in
   Force.........    181,812     76,993     44,328    399,783      268,586      75,968      155,817
  Accumulation
   Unit Values...  $12.522828 $12.694134 $10.630925 $11.900421  $11.403997   $11.478497  $11.605155
May 1, 1995
  Accumulation
   Unit Values...         --         --         --         --           --   $10.000000          --
December 31, 1994
  Accumulation
   Units in
   Force.........     53,402     26,014     22,318    138,880       69,444          --       92,377
  Accumulation
   Unit Value....  $  9.9468  $  9.8648  $ 10.1967  $  9.7193   $   9.8767          --   $  10.5912
</TABLE>
 
Audited  financial statements of the available  Fortis Series Subaccounts of the
Separate Account  are  included  in the  Statement  of  Additional  Information.
Audited financial statements of 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.  Advertising  and  other sales
literature may  simultaneously show  performance for  the underlying  Portfolios
that  does not  take into  account Separate  Account charges.  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
 
                                       7
<PAGE>
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 and  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 has  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 under Fortis Benefits
variable Contracts 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  currently  eight  Subaccounts  in  the  Separate  Account  which  are
available  under  the  Contracts. The  assets  in each  Subaccount  are invested
exclusively in a distinct  class (or series) of  stock issued by Fortis  Series,
Norwest  Series,  and  Scudder  Series,  each  of  which  represents  a separate
investment Portfolio within the particular 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  and  made
available  to  Contract Owners  as new  portfolios are  added to  Fortis Series,
Norwest Series,  or  Scudder  Series. Correspondingly,  if  any  Portfolios  are
eliminated, Subaccounts may be eliminated from the Separate Account.
 
THE SERIES FUNDS
 
Fortis  Series, Norwest  Series and  Scudder Series each  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. The available Portfolios of  these mutual funds have served as the
investment media for the corresponding Subaccounts of the Separate Account since
each such  Subaccount commenced  operations.  Each Portfolio  is  or may  be  an
investment  medium  both  for  the Contracts  and  for  variable  life insurance
policies or other  variable annuity contracts  issued by Fortis  Benefits or  by
other  insurance  companies  that  may  or may  not  be  affiliated  with Fortis
Benefits.
 
We do  not  foresee any  conflict  between  the interests  of  variable  annuity
contract  and variable life insurance policy  owners participating in any of the
Portfolios.  Nevertheless,  with   respect  to  the   available  Fortis   Series
Portfolios,  the Fortis Series  Board of Directors will  monitor to identify any
material irreconcilable  conflicts that  may develop  between the  interests  of
participating  variable  annuity  contract owners  and  variable  life insurance
policy owners and to determine what action, if any, should be taken in response.
Similarly, with  respect to  the  available Norwest  Series and  Scudder  Series
Portfolios,   the  Norwest  Series  and   Scudder  Series  Boards  of  Trustees,
respectively,  have  undertaken  to  monitor  for  any  material  irreconcilable
conflicts  that  may  develop  between the  interests  of  all  variable annuity
contract owners and variable life insurance policy owners participating in  such
Portfolios 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, Norwest Series, and Scudder
Series shares for  the Separate Account  at their net  asset values without  the
imposition  of any sales or redemption  charges. Such shares represent interests
in the  three Portfolios  of  Fortis Series,  the  three Portfolios  of  Norwest
Series, and the one Portfolio of Scudder Series that are used in connection with
the  Contracts. Shares  in these Portfolios  are acquired for  investment by the
Subaccounts of the  Separate Account  which are available  under the  Contracts.
Each  Portfolio corresponds to one of those Subaccounts of the Separate Account.
The assets of  each Portfolio are  managed separately from  the others and  each
operates  as a separate investment portfolio  whose performance has no effect on
the investment performance of any other Portfolio.
 
                                       8
<PAGE>
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  three  Portfolios of  Fortis  Series used  by  Subaccounts of  the Separate
Account that are available under the Contracts are the Growth Stock Series,  the
Global  Growth Series, and the Money Market  Series. A full description of these
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 four  Portfolios of  Norwest  Series used  by  Subaccounts of  the  Separate
Account  that are available  under the Contracts are  the ValuGrowth Stock Fund,
the Intermediate Bond Fund, the Income Equity Stock Fund, and the Small  Company
Stock  Fund. A full  description of these  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 Norwest
Series  accompanying  this  Prospectus  and  in  the  Statement  of   Additional
Information  for Norwest Series referred to  therein. Additional copies of these
documents may  be obtained  from  your sales  representative  or from  our  Home
Office.
 
The  Portfolio of Scudder  Series used by  a Subaccount of  the Separate Account
that is available  under the Contracts  is the International  Portfolio Class  A
shares.  A  full  description of  this  Portfolio, its  investment  policies and
restrictions, its charges,  the risks attendant  to investing in  it, and  other
aspects  of its  operations is  contained in  the Prospectus  for Scudder Series
accompanying this Prospectus and in the Statement of Additional Information  for
Scudder  Series referred to therein. Additional copies of these documents may be
obtained from your sales representative or from our Home Office.
 
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 the 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
under a Contract must be at least $5,000 ($2,000 for a Qualified Contract).
 
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 $1,000,  except  that  if
payments  are being made  on a systematic  basis, each payment  must be at least
$50. The total of all purchase payments for all Contracts having the same  owner
or  annuitant may not exceed $1,000,000 (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.  For Contracts issued  in the states  of
Oregon  and Washington only a single purchase payment may be made and no further
purchase payments can be accepted.
 
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  $500. (Under  our
current administrative procedures, however, we will not cancel a Contract during
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
$500, 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
 
                                       9
<PAGE>
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  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  we  reasonably  believed  to  be  genuine.  We  will  employ
reasonable procedures to confirm that telephone instructions are genuine, but if
such  procedures are not deemed reasonable, we  may be liable for any losses due
to unauthorized or fraudulent instructions. Our procedures are to verify address
and social security number, tape record the telephone call, and provide  written
confirmation of the transaction.
 
We  may modify or terminate  our telephone transfer procedures  at any time. The
number for telephone transfers is 1-800-780-7743.
 
Certain restrictions on very substantial  investments in any one Subaccount  are
set  forth  under "Limitation  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,
administrative, or premium tax  charges. For a discussion  of these charges  and
the  circumstances under which  they apply, see  "Annual Administrative Charge,"
"Surrender Charge" and "Premium Taxes."
 
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
 
                                       10
<PAGE>
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 $500 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 Payments."
 
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
 
    (3)  the Contract  Value (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  Payments."
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.
 
                                       11
<PAGE>
There is a loan administrative fee of $100 for each loan. The fee will be  added
to  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 $500.00. 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.
 
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. 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
 
                                       12
<PAGE>
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 1.40%.
 
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  $30
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
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.
 
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.
 
                                       13
<PAGE>
ANNUAL ADMINISTRATIVE CHARGE
 
A  $30  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  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 .15%  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;
 
    - Any Contract earnings 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).
 
Earnings are  deemed  to  be  withdrawn first.  After  all  earnings  have  been
withdrawn, all purchase payments not subject to a surrender charge are deemed to
be  withdrawn prior to purchase payments which  are still subject to a surrender
charge.
 
No surrender charge  is imposed  on annuitization (or  payment of  a single  sum
because  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
 
                                       14
<PAGE>
been offered only since 1994, 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.
 
MISCELLANEOUS
 
Because  the  Separate Account  invests in  shares of  the Portfolios  of Fortis
Series, Norwest  Series, and  Scudder 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 prospectuses for the Fortis
Series, the  Norwest Series,  and  the Scudder  Series.  The expenses  of  these
Portfolios are not fixed or specified under the terms of the Contracts.
 
REDUCTION OF CHARGES
 
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 1.40% 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 purchase payments or transfers may be  allocated to the Fixed Account if  the
amount allocated to the Fixed Account having the same
 
                                       15
<PAGE>
Owner  or  Annuitant would  thereupon exceed  $500,000 without  Fortis Benefits'
prior approval. Fortis Benefits reserves the  right to modify this provision  at
any time.
 
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.
 
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 Owners
      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  the Fortis  Series, the  Norwest
Series,  and  the Scudder  Series  and a  list of  the  securities held  in each
Portfolio. 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.
 
                                       16
<PAGE>
    - To substitute,  for the  Portfolios  shares held  in any  Subaccount,  the
      shares  of  another Portfolio  of Fortis  Series, Norwest  Series, Scudder
      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 Norwest
Investment  Services, Inc., or other  broker-dealer firms, or representatives of
other firms that are exempt from broker-dealer regulation as agreed to by  Forum
Financial  Services,  Inc.  and  Fortis  Investors.  Fortis  Investors,  Norwest
Investment Services, Inc., 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 7.0%  of all purchase payments.  Fortis Investors pays a
selling  allowance  not  in  excess  of  7.0%  of  purchase  payments  to  other
broker-dealer firms or exempt firms who sell the Contracts.
 
Fortis  Benefits  may,  under certain  flexible  compensation  arrangements, pay
Fortis Investors  a lesser  selling  allowance and  a  service fee,  and  Fortis
Investors  may in  turn pay  lesser selling allowances  and service  fees to its
registered representatives and other broker-dealer firms. However, in such case,
such flexible compensation arrangements will have actuarially equivalent present
values to the amounts of the  selling allowances set forth above.  Additionally,
registered  representatives,  broker-dealer  firms,  and  exempt  firms  may  be
eligible for  additional  compensation  based upon  meeting  certain  production
standards.  Fortis Investors may "chargeback" commissions  paid to others if the
contract upon which the  commission was paid is  surrendered or canceled  within
certain specified time periods.
 
Fortis  Benefits 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.
 
                                       17
<PAGE>
There is a 10%  penalty under the  Code on the taxable  portion of a  "premature
distribution."  Generally, an  amount is  a "premature  distribution" unless the
distribution is (1) made on or after  the 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.
 
Generally, unless the Beneficiary elects otherwise, the above requirements  will
be  satisfied where the death  occurs prior to the  Annuity Commencement Date by
paying the death  benefit in  a single  sum, subject  to proof  of the  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 ("lRAs")  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.
 
                                       18
<PAGE>
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 one of these types of
products  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
a  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, Norwest Series,  or
Scudder  Series in proportion  to instructions received  from the persons having
the voting interest in the Contract as of the record date for the  corresponding
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, Norwest Series, Scudder 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 that Subaccount. 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  separate accounts of
Fortis Benefits or its affiliates  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, for each  of
the  Series available under  the Contracts, these  persons may give instructions
regarding the election of the Board of Directors, ratification of the selections
of its independent auditors, the
 
                                       19
<PAGE>
approval of the investment manager, changes in fundamental investment  policies,
and all other matters that are put to a vote by shareholders of the Series.
 
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
approximately twenty states.
 
LEGAL MATTERS
 
The legality of the Contracts described in this Prospectus has been passed  upon
by  David A.  Peterson, Esquire, 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 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>
APPENDIX A--SAMPLE DEATH BENEFIT CALCULATIONS
 
DATE OF DEATH IS THE 3RD CONTRACT ANNIVERSARY
 
<TABLE>
<CAPTION>
                                                            EXAMPLE 1   EXAMPLE 2
                                                            ---------   ---------
<S><C>                                                      <C>         <C>
a. Net Purchase Payments Made Prior to Date of Death......   $20,000     $20,000
 
b. Contract Value on Date of Death........................   $17,000     $25,000
 
Death Benefit is larger of a, and b.......................   $20,000     $25,000
</TABLE>
 
DATE OF DEATH IS THE 8TH CONTRACT ANNIVERSARY
 
<TABLE>
<CAPTION>
                                                            EXAMPLE 3   EXAMPLE 4   EXAMPLE 5
                                                            ---------   ---------   ---------
<S><C>                                                      <C>         <C>         <C>
a. Net Purchase Payments Made Prior to Date of Death......   $20,000     $20,000     $20,000
 
b. Contract Value on 5th Contract Anniversary.............   $15,000     $30,000     $30,000
 
c. Contract Value on Date of Death........................   $17,000     $25,000     $35,000
 
Death Benefit is larger of a, b, and c....................   $20,000     $30,000     $35,000
</TABLE>
 
DATE OF DEATH IS THE 13TH CONTRACT ANNIVERSARY
 
<TABLE>
<CAPTION>
                                                            EXAMPLE 6   EXAMPLE 7   EXAMPLE 8
                                                            ---------   ---------   ---------
<S><C>                                                      <C>         <C>         <C>
a. Net Purchase Payments Made Prior to Date of Death......   $20,000     $20,000     $20,000
 
b. Contract Value on 10th Contract Anniversary............   $15,000     $40,000     $40,000
 
c. Contract Value on Date of Death........................   $17,000     $30,000     $50,000
 
Death Benefit is larger of a, b, and c....................   $20,000     $40,000     $50,000
</TABLE>
 
                                      A-1
<PAGE>
                 (This page has been left blank intentionally.)
<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 Portfolio
expense rate plus the annual administrative charge rate.
 
The policy values are projected by assuming a single payment of $1,000 grows  at
an annual rate equal to 5% reduced by the total expense rate described above.
 
For example, the 3 year expense for the Fortis Growth Stock Series is calculated
as follows:
 
<TABLE>
<S>  <C>                                                 <C>
     Total Variable Account Annual Expenses                 1.40%
+    Total Portfolio Operating Expenses                     0.67%
+    Annual Administrative Charge Rate (See Below)          0.14%
=    Total Expense Rate                                     2.21%
</TABLE>
 
The Annual Administrative Charge Rate is calculated by dividing the total annual
Contract charges Fortis Benefits collected in 1995 by the average Contract value
in force in 1995.
 
Year 1 Beginning Policy Value = $1000.00
Year 1 Expense = 1000.00 x 0.0221 = $22.10
 
Year 2 Beginning Policy Value = $1027.90
Year 2 Expense = 1027.90 x 0.0221 = $22.72
 
Year 3 Beginning Policy Value = $1056.58
Year 3 Expense = 1056.58 x 0.0221 = $23.35
 
So  the cumulative expenses for years 1-3 for the Fortis Growth Stock Series are
equal to 22.10 + 22.72 + 23.35 = $68.17.
 
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>
Surrender Charge Percentage x   (Initial Premium - 10% Free Withdrawal)    =   Surrender Charge
          0.05          x       (  1000.00    -       100.00    )          =   45.00
</TABLE>
 
So the total expense if surrendered is 68.17 + 45.00 = $113.17.
 
                                      B-1
<PAGE>
                 (This page has been left blank intentionally.)
<PAGE>


           Individual Flexible Premium Deferred Variable Annuity Contracts
                                  (Norwest Passage)
                                      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. 1-800-780-7743; 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 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 AMEV/VSB
1990 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 forty subsidiary
companies in twelve countries on four continents.  Fortis AMEV is the third
largest life 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 eighty subsidiary companies in eight countries.
Fortis AG is the largest life insurance company 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


                                          2

<PAGE>

equal to the prior value of the Subaccount's Annuity Units multiplied by the net
investment factor for that Subaccount (discussed in the Prospectus under
"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 assets in the Separate Account is held by Fortis Benefits.
The assets of the Separate Account are kept segregated and held separate and
apart from Fortis Benefits' other assets.  All of the Portfolios shares held by
Fortis Benefits for the Separate Account are held by it in book entry rather
than certificated form.

EXPERTS

          The financial statements of Fortis Benefits Insurance Company and
Fortis Benefits Separate 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 $29,918,620 to Fortis Investors for distribution services associated
with the Contracts during the year 1995.  Of this total, the sum of $3,925,959
for the year 1995 was not reallowed to other broker-dealers.  Contracts will be
issued for Annuitants from ages zero to ninety in all states where the



                                          3

<PAGE>

Contracts are available.  Contracts are currently available in Arizona,
Colorado, Idaho, Illinois, Indiana, Iowa, Kansas, Minnesota, Missouri, Montana,
Nebraska, New Mexico, North Carolina, North Dakota, Ohio, Oregon, South Dakota,
Texas, Utah, Wisconsin and Wyoming.

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 all investors participating in Fortis Series'
Portfolios:  a Contract Owner may not invest, allocate, transfer or exchange
Contract Value into any Subaccount investing in Fortis Series, 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 POLICY

If required, approval of or change of any investment objective of the
Subaccounts 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 - Qualified Contracts" 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 - Qualified Contracts" 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 Contracts," 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


                                          5

<PAGE>

compensation for individuals who (1) are not (and whose spouses are not) active
participants in another retirement plan, (2) are unmarried and have adjusted
gross income of $25,000 or less, or (3) are married and have adjusted gross
income of $40,000 or less.  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 or her own IRA for
the year in which he or 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 Contracts.  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 Contracts will benefit the
          Separate Account and investors in the Contracts, 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>


APPENDIX A

PERFORMANCE INFORMATION

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

YIELD CALCULATIONS

Yield information for the Money Market Subaccount will be based on the seven
days ended on a specified date.  It will be computed by determining the net
change, exclusive of capital changes, in the value of a hypothetical pre-
existing account (after the deduction of all asset based charges) having a
balance of one Accumulation Unit at the beginning of the period and dividing the
difference by the value of the account at the beginning of the base period to
obtain the base period return, and multiplying the base period return by
(365/7), with the resulting yield figure carried to the nearest hundredth of one
percent.  The seven day yield for the Money Market Subaccount as of December 31,
1995 was 5.54%.

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

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


The seven day effective yield for the Money Market Subaccount as of December 31,
1995 was 5.70%.

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    6
                             2[( ---- + 1)  -1]
                                    CD

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

      B = expenses accrued for the period,

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

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


The following table sets figures for the thirty days ended December 31, 1995.

         Subaccount                         Yield
         ----------                         -----

    Norwest Intermediate Bond Fund . . . . .  4.92%


                                         A-1

<PAGE>

TOTAL RETURN CALCULATIONS

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

AVERAGE ANNUAL TOTAL RETURN

Total average annual compounded rates of return for each period will be computed
to the nearest one hundredth of a percent, according to the following formula:
              n
      P(1 + T)  = CSV

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

      T = average annual total return,

      n = number of years, and

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

The following table shows total average annual rates of return for the period
indicated:
 
<TABLE>
<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>
Norwest Income Equity Stock Fund      N/A                N/A                  N/A
Norwest Intermediate Bond Fund       15.46%              N/A                  8.81%
Norwest ValuGrowth Stock Fund        22.44%              N/A                 11.72%
Norwest Small Company Stock Fund     14.78%              N/A                 14.78%
Fortis Growth Stock Series           25.90%              N/A                 17.28%
Fortis Global Growth Series          28.68%              N/A                 18.37%
Scudder International
  Class A shares Portfolio            9.57%              N/A                  4.30%
</TABLE>
- ----------------------------
 (1)   Commencing with the commencement of operations of the Subaccounts on June
       1, 1994, except for Norwest Small Company Stock Fund which commenced
       operations on May 8, 1995, and Norwest Income Equity Stock Fund which
       commences operations on May 1, 1996.

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,

      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.

                                         A-2

<PAGE>
 
<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>
Norwest Income Equity Stock Fund      N/A                N/A                 N/A
Norwest Intermediate Bond Fund       15.46%              N/A                 14.27%
Norwest ValuGrowth Stock Fund        22.44%              N/A                 19.14%
Norwest Small Company Stock Fund     14.78%              N/A                 22.84%
Fortis Growth Stock Series           25.90%              N/A                 28.64%
Fortis Global Growth Series          28.68%              N/A                 30.57%
Scudder International
  Class A shares Portfolio            9.57%              N/A                  6.88%
</TABLE>
- ---------------------------
(1)   Commencing with the commencement of operations of the Subaccounts on June
      1, 1994, except for Norwest Small Company Stock Fund which commenced
      operations on May 8, 1995 and Norwest Income Equity Stock Fund which
      commences operations on May 1, 1996.


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.

RATING SERVICES

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 in
included:

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

                   Fortis Global Growth Subaccount

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


                   Fortis Growth Stock Subaccount

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


                   Fortis Money Market Subaccount

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


                   Norwest ValuGrowth Stock Subaccount

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


                                         A-3

<PAGE>


                   Norwest Intermediate Bond Subaccount

      Morningstar Publications, Inc.        corporate bond - high quality
      Lipper Analytical Services, Inc.      intermediate investment grade debt


                   Norwest Small Company Stock Subaccount

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


                   Scudder International Subaccount

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








































                                         A-4
<PAGE>

                                        PART C
                                  OTHER INFORMATION

Item 24. FINANCIAL STATEMENT AND EXHIBITS


    a.   Financial Statements included in Part B:
    
         The following financial statements for  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.

              Notes to Financial Statements

         The following financial statements of Fortis Benefits Insurance
         Company ("Fortis Benefits"): 

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

              Balance Sheets of Fortis Benefits 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 for the
              years ended December 31, 1995, 1994 and 1993.

              Notes to Financial Statements for Fortis Benefits. 

         There are no financial statements included in Part A.

    b.   Exhibits:

         1.   Resolution of the Board of Directors of Fortis Benefits effecting
              the establishment of Variable Account D (Incorporated by
              reference from Form N-4 registration statement of Fortis Benefits
              and its Variable Account D filed on December 31, 1987, File No.
              33-19421).

         2.   Not applicable.



                                         C-1

<PAGE>


         3.   (a)  Principal Underwriter and Servicing Agreement dated as of
                   January 1, 1991. (Incorporated by reference from Form N-4
                   registration statement of Fortis Benefits and its Variable
                   Account D filed on January 11, 1994, File No. 33-72986.)

              (b)  Form of Amendment to Principal Underwriter and Servicing
                   Agreement, pertaining to Norwest Integrity Annuity.
                   (Incorporated by reference from Form N-4 registration
                   statement of Fortis Benefits and its Variable Account D
                   filed on January 11, 1994, File No. 33-72986.)

         4.   (a)  Form of Variable Annuity Contract. (Incorporated by
                   reference from Form N-4 registration statement of Fortis
                   Benefits and its Variable Account D filed on January 11,
                   1994, File No. 33-73986.)

              (b)  Form of IRA Endorsement. (Incorporated by reference from
                   Form N-4 registration statement of Fortis Benefits and its
                   Variable Account D filed on January 11, 1994, File No. 33-
                   73986.)

              (c)  Tax Deferred Annuity Loan Agreement Form. (Incorporated by
                   reference from Form N-4 registration statement of Fortis
                   Benefits and its Variable Account D filed on January 11,
                   1994, File No. 33-73986.)

              (d)  Form of Section 403(b) Annuity Endorsement.
                   (Incorporated by reference from Form N-4 registration
                   statement of Fortis Benefits and its Variable Account D
                   filed on January 11, 1994, File No. 33-73986.)

              (e)  Nursing Care/Hospitalization Waiver of Surrender Charge
                   Rider -- previously filed as a part of this registration
                   statement on April 28, 1994.

         5.   (a)  Form of Application for Variable Annuity Contract (Including
                   telephone authorization form) -- previously filed as a part
                   of this registration statement on April 28, 1994.

              (b)  Annuity Contract Exchange Form (Incorporated by reference
                   from Pre-Effective Amendment No. 1 to Form N-4 to
                   registration statement of Fortis Benefits and its Variable
                   Account D, filed on April 18, 1988, File No. 22-19421).

         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).



                                         C-2

<PAGE>


              (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 (Incorporated
                   by reference from 1933 Act Post-Effective Amendment No. 6 to
                   Form N-4 registration statement by Fortis Benefits and its
                   Variable Account D, filed on March 2, 1992, File 
                   No. 33-19421).

         7.   None.

         8.   Not Applicable.

         9.   Opinion and consent of David A. Peterson, Esq., Corporate Counsel
              of the depositor, as to the legality of the securities being
              registered. (Previously filed as a part of this Form N-4
              registration statement of Fortis Benefits and its Variable
              Account D filed on January 11, 1994, File No. 33-73986.)

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

              (b)  Power of Attorney as to registration statements and reports,
                   and amendments thereto, for Messrs. Freedman, Mackin and
                   Keller, in their capacity as director (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 since financials were
              previously filed.

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.


                                         C-3

<PAGE>

    Name and Principal
    Business Address         Offices with Depositor
     ----------------         ----------------------
    Officer-Directors   
     -----------------
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 Aristede Fakkert (3)    


Other Officers
- --------------
Michael John Peninger (4)    Senior Vice President and Chief 
                             Financial Officer
    
Larry A. Medin (1)           Senior Vice President - 
                             Marketing and Sales

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

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

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

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

(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:  N.V. AMEV, Archmideslaan 10, 3584 BA Utrecht, The Netherlands.

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

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


Item 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
         REGISTRANT                                                   

    Variable Accounts C and D of Fortis Benefits Insurance Company are separate
accounts of Fortis Benefits, and Variable Accounts A and C of

                                         C-4

<PAGE>


First Fortis Life Insurance Company ("First Fortis") (which may be deemed to be
under common control with Fortis Benefits) are separate accounts of First
Fortis.  These separate accounts, certain separate accounts assumed by Fortis
Benefits from St. Paul Life Insurance Company, and Fortis Series Fund, Inc. may
be deemed to be controlled by or under common control with Fortis Benefits,
although Fortis Benefits and First Fortis follow 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 (or New York law, in the case of Variable Accounts A and C of
First Fortis) and are the funding media for variable life insurance and annuity
contracts issued or assumed by Fortis Benefits or First Fortis.

    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. 6 to the Form N-4 registration
statement of Fortis Benefits and its Variable Account D filed simultaneously
herewith, File No. 33-37577.  Fortis Benefits has no subsidiaries.


Item 27.      NUMBER OF CONTRACT OWNERS

    As of March 31, 1996, there were 1,489 contracts outstanding.


Item 28. INDEMNIFICATION

    Pursuant to the Principal Underwriter and Servicing Agreement filed as
Exhibit 3(a) to this registration statement and incorporated herein by this
reference, Fortis Benefits has agreed to indemnify Fortis Investors, Inc.
("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.

    Also, Fortis Benefits' 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 Benefits'
officers, directors and employees in connection with


                                         C-5

<PAGE>


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 Variable Account D pursuant to the foregoing provisions,
or otherwise, Fortis Benefits and Variable Account D have been advised that in
the opinion of the Securities and Exchange Commission such indemnification may
be against public policy as 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 Variable
Account D in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

Item 29. PRINCIPAL UNDERWRITERS

    (a)  Fortis Investors is the principal underwriter for Variable Account D. 
         Fortis Investors 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 Accounts A and C of First Fortis, 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:

    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


                                         C-6

<PAGE>


Thomas D. Gualdoni*               Vice President

Joanne M. Herron*            Assistant Treasurer

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

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 Boulevard, Suite 1150, Golden Valley, MN 55416.

*** 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.


                                         C-7

<PAGE>


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 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 N-4 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 486 (b) (3) under that Act, and further represents that the amended
Registration Statement contains no information that would render Rule 486 (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
                                  (Depositor)


                             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, 1995


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

*                                      Chairman of the Board
- --------------------------------
 Allen Royal Freedman

*                                      Director
- --------------------------------
 Henry Carrol Mackin

*                                      Director
- --------------------------------
 Thomas Michael Keller

                                       Director
- --------------------------------
 Arie Aristede Fakkert

- ----/s/--------------------------      Director
 Dean C. Kopperud


<PAGE>

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

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


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











By:
   ----/s/-------------------------
   Robert Brian Pollock
   Attorney-in-Fact 

<PAGE>



                                    EXHIBIT INDEX


EXHIBIT NO.
- -----------


10(a)         Consent of Ernst & Young LLP

11            Financial Statement Schedules

13            Schedules of Computation

<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. 73986) 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, 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>

                       SEPARATE ACCOUNT PERFORMANCE CALCULATION

                      NORWEST INTERMEDIATE BOND FUND 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:

                   [         $24,622               6
              2 * {  -----------------------  + 1] - 1} = 4.92%
                   [   ((268,586 * 11.404))

    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
    ------------                  -----------------
    $1,154.60                     $1,154.60 - $1,000
                                  ------------------ = 15.46%
                                         $1,000

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

    $1,142.68 - $1,000
    ------------------ =  14.27%
         $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>

    One year ended December 31, 1995:

    $1,154.60/$1,000 - 1 = 15.46%

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

                      1/1.58
    ($1,142.68/$1,000)        - 1 = 8.81%

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

                   Unit
    Date           Value
    --------       -------
    06/01/94       $ 9.988
    12/31/94         9.877
    12/31/95        11.404

<PAGE>

                      FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION

                       NORWEST VALUGROWTH STOCK FUND 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
    ------------                            -----------------
    $1,224.41                               $1,224.41 - $1,000
                                            ------------------ = 22.44%
                                                     $1,000

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

    $1,191.43 - $1,000
    ------------------ =  19.14%
          $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:

    $1,224.41/$1,000 - 1 = 22.44%

<PAGE>


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

                      1/1.58
    ($1,191.43/$1,000)         - 1 = 11.72%

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

                          Unit
      Date                Value
    --------            --------
    06/01/94            $  9.988
    12/31/94               9.719
    12/31/95              11.900

<PAGE>


                      FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION

                     NORWEST SMALL COMPANY STOCK FUND 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 May 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
    ------------                   -----------------
    $1,147.80                      $1,147.80 - $1,000
                                   ------------------- = 14.78%
                                          $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/.67
    ($1,147.80/$1,000)         - 1 = 22.84%

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

                      Unit
      Date            Value
    --------         -------
    05/01/95         $10.000
    12/31/95          11.478

<PAGE>


                      FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION

                      SCUDDER INTERNATIONAL PORTFOLIO 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 May 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
    ------------                     --------------
    1,095.74                         $1,095.74 - $1,000
                                     ------------------ = 9.57%
                                             $1,000

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

    $1,068.80 - $1,000
    ------------------ =  6.88%
           $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:

    $1,095.74/$1,000 - 1 = 9.57%

<PAGE>


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

                      1/1.58
    ($1,068.80/$1,000)        - 1 = 4.30%

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

                          Unit
       Date              Value
    --------             -------
    06/01/94             $10.858
    12/31/94              10.591
    12/31/95              11.605

<PAGE>


                      FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION

                        FORTIS GROWTH STOCK SERIES 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
    ------------                  -----------------
    $1,258.97                     $1,258.97 - $1,000
                                  ------------------ = 25.90%
                                         $1,000

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

    $1,286.39 - $1,000
    ------------------ =  28.64%
           $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:

    $1,258.97/$1,000 - 1 = 25.90%

<PAGE>

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

                      1/1.58
    ($1,286.39/$1,000)        - 1 = 17.28%

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

                      Unit
      Date            Value
    --------         -------
    06/01/94         $ 9.735
    12/31/94           9.947
    12/31/95          12.523

<PAGE>


                      FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION

                        FORTIS GLOBAL GROWTH SERIES 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
    ------------                   -------------
    $1,286.77                      $1,286.77 - $1,000
                                   ------------------  = 28.68%
                                           $1,000

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

    $1,305.70 - $1,000
    ------------------ =  30.57%
           $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:

    $1,286.77/$1,000 - 1 = 28.68%

<PAGE>


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

                      1/1.58
    ($1,305.70/$1,000)         - 1 = 18.37%

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

                          Unit
      Date                Value
    --------             --------
    06/01/94             $  9.722
    12/31/94                9.865
    12/31/95               12.694

<PAGE>


                      FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION

                           FORTIS  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 22, 1995,
then multiplying this by the unit price on December 29, 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 / 10.619635) x 10.630925) -1 = .001063 - Base Period Return

    .001063 x (365 / 7) = .0554 or 5.54%

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
    (.001063 + 1)       -1 = .0570 or 5.70%

    Date                   Unit Price
    --------               ----------
    12/22/95               10.619635
    12/29/95               10.630925


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