VARIABLE ACCOUNT D OF FORTIS BENEFITS INSURANCE CO
485BPOS, 1997-04-30
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<PAGE>
As filed with the Securities and Exchange Commission on April 28, 1997
                                                     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. 4
                                         
                                     AND/OR            

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

                                Amendment No. 45

                               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, 1997 pursuant to paragraph (b) of Rule 485.
          

_____     60 days after filing pursuant to paragraph (a)(1) of Rule 485.
     
     
_____     On _________________ pursuant to paragraph (a)(1) 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, 1996 on February 27, 1997.
          
<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 Additional
    Statement of 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, 1997
 
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,  1997, 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 21 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....................................    13
    - 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....................................................    14
    - Premium Taxes.......................................................    14
    - 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...............    16
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.............................................................    17
Rights Reserved By Fortis Benefits........................................    17
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..............    0.70%     0.62%     0.30%        0.00%          0.00%        0.00%
Other Expenses......................................    0.09%     0.05%     0.08%        0.80%          0.60%        0.80%
Total Operating Expenses (after expense
 reimbursements and waivers)(b).....................    0.79%     0.67%     0.38%        0.80%          0.60%        0.80%
 
<CAPTION>
                                                        NORWEST        SCUDDER
                                                         SMALL       INTERNATIONAL
                                                        COMPANY      FUND CLASS A
                                                       STOCK FUND       SHARES
                                                      ------------   ------------
<S>                                                   <C>            <C>
Investment Advisory and Management Fee..............         0.00%         0.863%
Other Expenses......................................         0.80%         0.187%
Total Operating Expenses (after expense
 reimbursements and waivers)(b).....................         0.80%          1.05%
</TABLE>
 
- ------------------------------
(a)  As a percentage of  Portfolio average net assets  based on 1996  historical
     data.
 
(b)  In  the  absence of  expense  reimbursements and  waivers,  Total Operating
     Expenses for the Norwest Series would be as follows: ValuGrowth Fund 2.02%;
     Intermediate Bond Fund  2.52%; Small  Company Stock Fund  2.82% and  Income
     Equity  Stock Fund 2.50%.  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     116     167     260
Fortis Growth Stock Series.............................    67     112     160     248
Fortis Money Market Series.............................    64     104     146     218
Norwest ValuGrowth Stock Fund..........................    68     116     167     262
Norwest Intermediate Bond Fund.........................    66     110     157     241
Norwest Small Company Stock Fund.......................    68     116     167     261
Norwest Income Equity Stock Fund.......................    68     116     167     261
Scudder International Portfolio--Class A...............    71     124     180     286
</TABLE>
 
If  you COMMENCE AN ANNUITY  PAYMENT OPTION, or do  NOT surrender your Contract,
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      71     122     260
Fortis Growth Stock Series.............................    22      67     115     248
Fortis Money Market Series.............................    19      59     101     218
Norwest ValuGrowth Stock Fund..........................    23      71     122     262
Norwest Intermediate Bond Fund.........................    21      65     112     241
Norwest Small Company Stock Fund.......................    23      71     122     261
Norwest Income Equity Stock Fund.......................    23      71     122     261
Scudder International Portfolio--Class A...............    26      79     135     286
</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, 1996 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,  1996.  Accumulation
units have been rounded to the nearest whole unit.
 
<TABLE>
<CAPTION>
                                                                  NORWEST      NORWEST      NORWEST      SCUDDER
                           FORTIS       FORTIS       FORTIS        VALU-       INTER-        SMALL       INTER-       NORWEST
                           GROWTH       GLOBAL        MONEY       GROWTH       MEDIATE      COMPANY     NATIONAL      INCOME
                            STOCK       GROWTH       MARKET        STOCK        BOND         STOCK       CLASS A      EQUITY
                         -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
<S>                      <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>
December 31, 1996
  Accumulation Unit in
   Force...............     377,146      279,692      331,319      744,037      519,750      306,790      260,708      877,957
  Accumulation Unit
   Values..............   $  14.374    $  14.907    $  11.023    $  14.104    $  11.508    $  14.893    $  13.134    $  10.891
December 31, 1995
  Accumulation Unit in
   Force...............     181,812       76,993       44,328      399,783      268,586       75,968      155,817
  Accumulation Unit
   Values..............   $  12.522    $  12.694    $  10.630    $  11.900    $  11.403    $  11.478    $  11.605
May 1, 1995
  Accumulation Unit
   Values..............          --           --           --           --           --    $  10.000           --
December 31, 1994
  Accumulation Units in
   Force...............      53,402       26,014       22,318      138,880       69,444           --       92,377
  Accumulation Unit
   Value...............   $   9.946    $   9.864    $  10.196    $   9.719    $   9.876           --    $  10.591
</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
 
                                       7
<PAGE>
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  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 Contracts, was founded in
1910. At the end of 1996, Fortis Benefits had approximately $91 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
$175 billion in assets as of year-end 1996.
 
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 a number  of 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 one  of the Portfolios listed on
page 1 of  this Prospectus.  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  and  made  available.  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 a
Fixed Account interest rate, [equal to] the contract guaranteed rate, 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 amount will be
transferred  proportionately from existing Subaccount balances. 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
deducted from  the loan  proceeds unless  it is  submitted along  with the  loan
application.  It is not expected  that the revenues from  these fees will exceed
the costs of establishing and administering the Contract loan feature.
 
Only one outstanding loan  at a time  is permitted. The loan  amount must be  at
least  $1,000.00. The loan amount  may not, at the date  of the loan, exceed the
lesser of (a) 50% of the Contract  Value, or (b) $50,000 reduced by the  highest
outstanding  loan balance  in the previous  12 months. The  50% limitation above
described is further modified, if its application results in a calculated  limit
of  less than $10,000, for a Contract which  is 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.
 
[Your  loan may have either a  variable rate, or a fixed  rate that is fixed for
the life of  the loan. If  we have mailed  you an endorsement  to your  contract
providing for a fixed rate, and if you have accepted this endorsement, then your
loan will have a fixed rate. Otherwise your loan will have a variable rate.
 
Loan  interest rates are set  on August 1st each year  and are applicable to all
loans made during the 12 months following the date the rate is set.
 
For variable rate loans the  loan interest rate is  reset every August 1st.  The
rate  is equal to  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 July 1st plus 1%.
 
For  fixed rate loans the loan interest rate  is equal to 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 minimum guaranteed Fixed
Account interest rate specified on the contract.]
 
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 you fail  to make  loan repayments when  due, we  will treat the  loan as  in
default  and the  entire outstanding  loan balance will  be due  at once. Unpaid
accrued interest shall be  treated as part of  the loan balance. Interest  shall
accrue  on the  loan balance  until you repay  it or  until we  recover the loan
balance from the contract when we are permitted to do so by IRS rules.
 
[If loan payments  are not made  when due,  the entire loan  balance may  become
immediately  taxable. In  such a case,  premature distribution taxes  as well as
ordinary income taxes  may be  due. Interest accruing  on a  defaulting loan  in
subsequent  years may also  be taxable in  such years until  the loan balance is
repaid.]
 
If any loan amount is outstanding on the Annuity Commencement Date, you may  not
apply  the amount held as security for the loan to an annuity settlement. 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.
 
Transfers  from the Fixed  Account of the  amount held as  security for the loan
balance are restricted while a Contract loan is outstanding.
 
Withdrawals from the contract are also  restricted while a loan is  outstanding.
The minimum contract value remaining after any surrender must be at least $1,000
plus 105% of the sum of the outstanding loan plus any unpaid accrued interest.
 
When  the loan balance is fully repaid, amounts held in the Fixed Account can be
transferred and  amounts held  in  the contract  may  be withdrawn,  subject  to
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. 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.
 
                                       12
<PAGE>
COMMENCEMENT OF ANNUITY PAYMENTS
 
If  the Contract  Value at the  end of  the Valuation Period  which contains the
Annuity Commencement Date is  less than $5,000, we  may pay the entire  Contract
Value,  without  the imposition  of  any charges  other  than premium  taxes, if
applicable, in  a  single  sum  payment  to  the  Annuitant  or  other  properly
designated payee and cancel the Contract.
 
Otherwise,  Fortis Benefits will apply (1) the  Fixed Account Value to provide a
Fixed Annuity Option  and (2) the  Separate Account Value  in any Subaccount  to
provide a Variable Annuity Option using the same Subaccount, unless the Contract
Owner  has notified us by  Written Request to apply  the Fixed Account Value and
Separate Account Value in different  proportions. Any such Written Request  must
be  received  by us  at our  Home Office  at  least 30  days before  the Annuity
Commencement Date.
 
Annuity payments under  a Fixed or  Variable Annuity  Option will be  made on  a
monthly  basis to  the Annuitant or  other properly-designated  payee, unless we
agree to a different payment  schedule. If more than one  person is named as  an
Annuitant,  the Contract Owner may  elect to name one of  such persons to be the
sole Annuitant as  of the  Annuity Commencement Date.  We reserve  the right  to
change  the frequency  of any annuity  payment so  that each payment  will be at
least $50. There is no right to  make any total or partial surrender during  the
Annuity Period.
 
The  amount of each annuity payment will  depend on the amount of Contract Value
applied to an annuity option,  the form of annuity selected  and the age of  the
Annuitant.  Information concerning the relationship  between the Annuitant's sex
and the amount of annuity payments, including special requirements in connection
with employee  benefit  plans,  is  set  forth  under  "Calculation  of  Annuity
Payments"   in  the  Statement  of  Additional  Information.  The  Statement  of
Additional Information also contains detailed  information about how the  amount
of each annuity payment is computed.
 
The  dollar amount of any fixed annuity  payments is specified during the entire
period of  annuity payments  according to  the provisions  of the  annuity  form
selected.
 
The  dollar amount of variable annuity payments varies during the annuity period
based on changes in Annuity Unit Values  for the Subaccounts that you choose  to
use in connection with your payments.
 
RELATIONSHIP  BETWEEN SUBACCOUNT  INVESTMENT PERFORMANCE AND  AMOUNT OF VARIABLE
ANNUITY PAYMENTS
 
If a Subaccount  on which a  variable annuity  payment is based  has an  average
effective  net  investment return  higher than  4% per  annum during  the period
between two such annuity payments, the Annuity Unit Value will increase, and the
second payment will be  higher than the first.  Conversely, if the  Subaccount's
average  effective net  investment return  over the  period between  the annuity
payments is less than 4%  per annum, the Annuity  Unit Value will decrease,  and
the  second payment will be  lower than the first.  "Net investment return," for
this purpose, refers to the Subaccount's overall investment performance, net  of
the  mortality and  expense risk and  administrative expense  charges, which are
assessed at a nominal aggregate annual rate of 1.40%.
 
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 any
default payments be  made pursuant to  plan provisions and/or  federal law.  Tax
laws  and regulations may impose further restrictions to assure that the primary
purpose of the plan is distribution of the accumulated funds to the employee.
 
The following options are available for fixed annuity payments and for  variable
annuity payments.
 
OPTION A, LIFE ANNUITY. Payments are made as of the first Valuation Date of each
monthly   period  during  the  Annuitant's   life,  starting  with  the  Annuity
Commencement Date. No  payments will  be made after  the Annuitant  dies. It  is
possible  for the  payee to receive  only one  payment under this  option if the
Annuitant dies before the second payment is due.
 
OPTION  B,  LIFE  ANNUITY   WITH  PAYMENTS  GUARANTEED  FOR   10  YEARS  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.
 
                                       13
<PAGE>
CHARGES AND DEDUCTIONS
 
The charges that we assess in connection with the Contracts are described below.
 
PREMIUM TAXES
 
The states of South Dakota and Wyoming impose a premium tax upon the receipt  of
a  purchase payment.  In those  states, and in  any other  state or jurisdiction
where premium  taxes or  similar assessments  are imposed  upon the  receipt  of
purchase  payments, Fortis  Benefits pays such  taxes on behalf  of the Contract
Owner and then will deduct  a charge for these  amounts from the Contract  Value
upon  the surrender, death of the  Annuitant or Contract Owner, or annuitization
of the Contract. In jurisdictions where premium taxes or similar assessments are
imposed at the time annuity payments begin, Fortis Benefits will deduct a charge
for such amounts from  the Contract Value at  that time. In such  jurisdictions,
the  charge will  be deducted  on a pro-rata  basis from  the then-current Fixed
Account Value  and,  by  redemption  of  Accumulation  Units,  the  then-current
Separate Account Value in each Subaccount. Similarly, Fortis Benefits may deduct
premium  taxes from the Contract Value when  no deduction was made from purchase
payments, but is subsequently determined to be due. Conversely, Fortis  Benefits
will  credit to Contract Value the amount of any deductions for premium taxes or
similar assessments that are subsequently determined not to be owed.
 
Applicable premium tax rates depend upon the Contract Owner's then-current place
of residence. Currently, premium taxes and similar assessments range from 0%  to
3.5% of purchase payments or the amount annuitized. Applicable rates are subject
to change by legislation, administrative interpretations or judicial acts.
 
ANNUAL ADMINISTRATIVE CHARGE
 
A  $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. 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.
 
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.  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.
 
The  annual  administrative  charge  and charges  against  the  Separate Account
described above are for the purposes described and Fortis Benefits may receive a
profit as a result of these charges.
 
SURRENDER CHARGE
 
No sales charge is collected or deducted  at the time Net Purchase Payments  are
applied  under a 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.
 
                                       14
<PAGE>
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 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
 
                                       15
<PAGE>
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 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.
 
                                       16
<PAGE>
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.
 
    - 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  which are  not in excess  of 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.
 
                                       17
<PAGE>
In general,  surrenders or  partial  withdrawals under  Contracts are  taxed  as
ordinary  income  to the  extent of  the  accumulated income  or gain  under the
Contract. If a  Contract Owner assigns  or pledges any  part of the  value of  a
Contract,  the value so  pledged or assigned  is taxed to  the Contract Owner as
ordinary income to the same extent as a partial withdrawal.
 
With respect to annuity payment options, although the tax consequences may  vary
depending  on the option elected under the Contract, until the investment in the
Contract is recovered, generally  only the portion of  the annuity payment  that
represents the amount by which the Contract Value exceeds the "investment in the
contract" will be taxed. In general, an Annuitant's or other payee's "investment
in  the contract" is  the aggregate amount  of purchase payments  made by him or
her. After the "investment in the contract" is recovered, the full amount of any
additional annuity  payments  is  taxable. For  variable  annuity  payments,  in
general  the taxable portion of  each annuity payment (prior  to recovery of the
"investment in the contract") is determined  by a formula which establishes  the
specific  dollar amount of each  annuity payment that is  not taxed. This dollar
amount is determined by dividing the  "investment in the contract" by the  total
number  of expected  annuity payments.  For fixed  annuity payments  in general,
prior to recovery of the  "investment in the contract," there  is no tax on  the
amount  of each  payment which  bears the  same ratio  to such  payment that the
"investment in  the contract"  bears  to the  total  expected return  under  the
Contract.  The remainder of each annuity payment is taxable. The taxable portion
of a distribution (in the form of an  annuity or a single sum payment) is  taxed
as ordinary income.
 
For  purposes  of  determining  the  amount  of  taxable  income  resulting from
distributions, all Contracts  and other annuity  contracts issued by  us or  our
affiliates  to the  same Contract  Owner within the  same calendar  year will be
treated as if they were a single contract.
 
There is a 10%  penalty under the  Code on the taxable  portion of a  "premature
distribution."  Generally, an  amount is  a "premature  distribution" unless the
distribution is (1) made on or after  the Contract Owner or other payee  reaches
age  59 1/2, (2) made to a Beneficiary  on or after death of the Contract Owner,
(3) made upon the disability of the  Contract Owner or other payee, or (4)  part
of  a  series of  substantially  equal annuity  payments  for the  life  or life
expectancy of  the  Contract  Owner  or  the  Contract  Owner  and  Beneficiary.
Premature   distributions  may  result,  for  example,  from  an  early  Annuity
Commencement Date, any  early surrender,  partial surrender or  assignment of  a
Contract or the early death of an Annuitant who is not the Contract Owner.
 
A  transfer of ownership of a Contract,  or designation of an Annuitant or other
payee who is not also the Contract  Owner, may result in certain income or  gift
tax  consequences  to the  Contract  Owner that  are  beyond the  scope  of this
discussion. A  Contract Owner  contemplating  any transfer  or assignment  of  a
Contract  should contact a  competent tax adviser with  respect to the potential
tax effects of such transaction.
 
REQUIRED DISTRIBUTIONS FOR NON-QUALIFIED CONTRACTS
 
In order that  a Non-Qualified Contract  be treated as  an annuity contract  for
federal  income tax  purposes, Section  72(s) of  the Code  requires (a)  if the
person receiving payments  dies on or  after the Annuity  Commencement Date  but
prior  to the time the entire interest in the Contract has been distributed, the
remaining portion of such  interest will be distributed  at least as rapidly  as
under  the method  of distribution being  used as  of the date  of that person's
death; and (b)  if any  Contract Owner dies  prior to  the Annuity  Commencement
Date,  the entire interest in  the Contract will be  distributed (1) within five
years after the date of that Contract  Owner's death or (2) as annuity  payments
which  will begin within one year of  that Contract Owner's death and which will
be made over the life of the  Contract Owner's designated beneficiary or over  a
period not extending beyond the life expectancy of that beneficiary. However, if
the  Contract  Owner's designated  beneficiary is  the  surviving spouse  of the
Contract Owner, the Contract may be  continued with the surviving spouse  deemed
to  be the new Contract Owner for  purposes of Section 72(s). Where the Contract
Owner or other person receiving payments  is not a natural person, the  required
distributions  provided for in Section 72(s) apply upon the death of the primary
Annuitant.
 
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);  SIMPLE IRA Plans  under Section 408(p); Section
457 unfunded  deferred compensation  plans of  public employers  and  tax-exempt
organizations;  and private  employer unfunded deferred  compensation plans. The
tax implications  of these  plans  are further  discussed  in the  Statement  of
Additional  Information  under the  heading  "Taxation Under  Certain Retirement
Plans."
 
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.
 
                                       18
<PAGE>
Notwithstanding the  recipient's  election,  withholding may  be  required  with
respect  to certain payments to be delivered  outside the United States and with
respect to  certain distributions  from certain  types of  qualified  retirement
plans unless the proceeds are transferred directly from the qualified retirement
plan   to  another   qualified  retirement   plan.  Moreover,   special  "backup
withholding" rules  may require  Fortis Benefits  to disregard  the  recipient's
election  if  the recipient  fails to  supply  Fortis Benefits  with a  "TIN" or
taxpayer identification number (social security  number for individuals), or  if
the  Internal Revenue Service notifies Fortis  Benefits that the TIN provided by
the recipient is incorrect.
 
PORTFOLIO DIVERSIFICATION
 
The United  States Treasury  Department has  adopted regulations  under  Section
817(h)  of the Code  which set standards of  diversification for the investments
underlying the Contracts, in order for the Contracts to be treated as annuities.
Fortis Benefits believes that these diversification standards will be satisfied.
Failure to  do so  would result  in  immediate taxation  to Contract  Owners  or
Annuitants  of all returns credited to Contracts,  except in the case of certain
Qualified Contracts. Also, current regulations do not provide guidance as to any
circumstances in  which  control  over  allocation  of  values  among  different
investment alternatives may cause Contract Owners or Annuitants to be treated as
the owners of Separate Account assets for tax purposes. Fortis Benefits reserves
the  right to amend the Contracts in any way necessary to avoid any such result.
The  Treasury  Department  may  establish  standards  in  this  regard   through
regulations  or rulings. Such  standards may apply  only prospectively, although
retroactive application is  possible if  such standards were  considered not  to
embody a new position.
 
CERTAIN EXCHANGES
 
Section  1035  of the  Code  provides generally  that no  gain  or loss  will be
recognized upon the  exchange of  a life insurance  or annuity  contract for  an
annuity contract. Thus, a properly completed exchange from 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
 
                                       19
<PAGE>
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 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)          0.11%
=    Total Expense Rate                                     2.18%
</TABLE>
 
The Annual Administrative Charge Rate is calculated by dividing the total annual
Contract charges Fortis Benefits collected in 1996 by the average Contract value
in force in 1996.
 
Year 1 Beginning Policy Value = $1000.00
Year 1 Expense = $1000.00 x 0.0218 = $21.83
 
Year 2 Beginning Policy Value = $1028.17
Year 2 Expense = $1028.17 x 0.0218 = $22.44
 
Year 3 Beginning Policy Value = $1057.14
Year 3 Expense = $1057.14 x 0.0218 = $23.08
 
So the cumulative expenses for years 1-3 for the Fortis Growth Stock Series  are
equal to $21.83 + $22.44 + $23.08 = $67.35.
 
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 $67.35 + $45.00 = $112.35.
 
                                      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, 1997

    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, 1997.  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
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 $175 billion.

Best's Insurance Reports, Life-Health Edition 1995, assigned Fortis Benefits one
of its highest ratings, A+ (Superior) as of September 26, 1994, for financial
position and operating performance. Fortis Benefits has a rating of AA from
Standard & Poor's. As defined by Standard & Poor's, insurers rated AA offer
"excellent financial security." These ratings represent such rating agencies'
independent opinion of Fortis Benefits' financial strength and ability to meet
policy holder obligations, but have no relevance to the performance and quality
of the assets in Subaccounts of the Variable Account.

CALCULATION OF ANNUITY PAYMENTS

FIXED ANNUITY OPTION

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

VARIABLE ANNUITY OPTION

    ANNUITY UNITS.  To the extent a Variable Annuity Option has been selected,
we convert the Accumulation Units for each Subaccount of the Separate Account
into Annuity Units for each Subaccount at their values determined as of the end
of the Valuation Period which contains the Annuity Commencement Date.  As of
such time, any Fixed Account Value to be applied to a Variable Annuity Option is
also converted to Annuity Units in the Subaccounts selected based on the
then-current Annuity Unit value.  The initial number of Annuity Units in each
Subaccount is determined by dividing the amount of the initial monthly variable
annuity payment (see "Variable Annuity Option--Variable Annuity Payments,"
below) allocable to that Subaccount by the value of one Annuity Unit in that
Subaccount as of the time of the conversion.  The number of Annuity Units for
each Subaccount will remain constant, as long as an annuity remains in force and
the allocation among the Subaccounts has not changed.

    The value of each Subaccount's Annuity Units will vary to reflect the
investment experience of that Subaccount as well as charges deducted from the
Subaccount.  The value of each Subaccount's Annuity Units is equal to the prior
value of the Subaccount's Annuity Units multiplied by the net investment factor
for that Subaccount (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 


                                          2
<PAGE>

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 and Registration Statement have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report 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 $1,794,117 and $1,782,546 to Fortis Investors for distribution services
associated with the Contracts during 1995 and 1996, respectively.  Of this
total, the sums of $175,188 and $277,359 for the years 1995 and 1996,
respectively, was not reallowed to other broker-dealers.  Contracts will be
issued for Annuitants from ages zero to ninety in all states where the 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 


                                          3
<PAGE>

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.)

    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.


                                          4
<PAGE>

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 591/2, 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 591/2 under a Contract purchased under a
qualified plan are subject to the same 10% penalty tax (and the same exceptions)
as described above with respect to Section 403(b) annuity contracts.

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

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

INDIVIDUAL RETIREMENT ANNUITIES

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

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

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

    TAXATION OF DISTRIBUTIONS.  Distributions from IRA Contracts are taxed as
ordinary income to the recipient, although special rules exist for the tax-free
return of non-deductible contributions.  In addition, taxable distributions
received under an IRA 

                                          5
<PAGE>

Contract prior to age 59 1/2 are subject to a 10% penalty tax in addition to
regular income tax.  Certain distributions are exempted from this penalty tax
including distributions following the owner's death or disability or
distribution in the form of an annuity for the life (or life expectancy) of the
owner (or the owner and beneficiary), or distributions not in excess of
deductible medical expenses or certain distributions to pay health insurance
premiums after an extended period of unemployment.

    REQUIRED DISTRIBUTIONS.  The minimum distribution requirements for IRAs are
generally the same as described above with respect to Section 403(b) 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 $24,000 or
15% of the employee's earned income.  Employees of certain small employers may
have contributions made to a special kind of SEP (SARSEP) on their behalf on a
salary reduction basis if the SARSEP plan was in effect on December 31, 1996. 
These salary reduction contributions may not exceed $9,500 in 1997, which is
indexed for inflation.  Employees of tax-exempt organizations and state or local
government agencies have never been eligible for the salary reduction type of
SEP.


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

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

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

SECTION 408(p) SIMPLE IRA PLANS

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

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

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

TAX-FREE ROLLOVERS:  Generally, rollovers and direct transfers may be made to
and from SIMPLE IRAs in the same manner as 

                                          6
<PAGE>

described above for IRAs, subject to the same conditions and limitations.
Rollovers or transfers to other IRAs, other than SIMPLE IRAs, are also possible
but only after the second anniversary of commencement of participation in the
employer's SIMPLE IRA Plan.

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

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

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

    The amounts which are deferred may be used by the employer to purchase the
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. Any transfer must be
with employer consent.

PRIVATE EMPLOYER UNFUNDED DEFERRED COMPENSATION PLANS

    PURCHASE PAYMENTS.  Private taxable employers may establish unfunded,
non-qualified deferred compensation plans for a select group of management or
highly compensated employees and/or for independent contractors.  Certain
arrangements of tax-exempt employers entered into prior 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.

    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 

                                          7
<PAGE>

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, $160,000) or five times the annual limit for lump sum distributions.

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>


                            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, 
International Stock, Value, S & P 500 and Blue Chip Stock Subaccounts, the 
Norwest Select Fund's ValuGrowth, Intermediate Bond, Small Company Stock and 
Income Equity Subaccounts, the Scudder Variable Life Investment Fund's 
International Subaccount, the Alliance Variable Product Series Fund's Money 
Market, International and Premier Growth Subaccounts, the SAFECO Resource 
Series Fund's Growth and Equity Subaccounts, the Federated Insurance Series 
Fund's High Income, Utility and American Leaders Subaccounts, the Lexington 
Funds, Inc.'s Natural Resources Trust and Emerging Markets Subaccounts, the 
MFS Variable Insurance Trust Fund's MFS Emerging Growth, MFS High Income and 
MFS World Government Subaccounts, the Montgomery Variable Series Fund's 
Emerging Markets and Growth Subaccounts, the Strong Variable Insurance Funds' 
Discovery, Government Securities, Advantage and International Subaccounts, 
the TCI Portfolios, Inc. Fund's TCI Balanced and TCI Growth Subaccounts and 
Van Eck Worldwide Ins. Trust Fund's Worldwide Bond and Gold & Natural 
Resources Subaccounts) as of December 31, 1996, 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 Global Asset Allocation, Global Bond, and 
International Stock Subaccounts and the Norwest Select Fund's Small Company 
Stock Subaccount which are for the years ended December 31, 1996 and 1995; 
the Fortis Series Fund, Inc.'s Value, S & P 500 and Blue Chip Stock 
Subaccounts and the Norwest Select Fund's Income Equity Subaccount which are 
for the period from May 1, 1996 to December 31, 1996; The SAFECO Resource 
Series Fund's Growth and Equity Subaccounts which are for the period from 
December 1, 1996 to December 31, 1996; and the Alliance Variable Product 
Series Fund's Money Market, International and Premier Growth Subaccounts, the 
Federated Insurance Series Fund's High Income, Utility and American Leaders 
Subaccounts, the Lexington Funds, Inc.'s Natural Resources Trust and Emerging 
Markets Subaccounts, the MFS Variable Insurance Trust Fund's MFS Emerging 
Growth, MFS High Income and MFS World Government Subaccounts, the Montgomery 
Variable Series Fund's Emerging Markets and Growth Subaccounts, the Strong 
Variable Insurance Funds' Discovery, Government Securities, Advantage and 
International Subaccounts, the TCI Portfolios, Inc. Fund's 

                                                                               1


<PAGE>

TCI Balanced and TCI Growth Subaccounts and Van Eck Worldwide Ins. Trust 
Fund's Worldwide Bond and Gold & Natural Resources Subaccounts which are for 
the period from February 1, 1996 to December 31, 1996. 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, 1996 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, 1996, 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

Minneapolis, MN

April 18, 1997


                                                                              2


<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                               Statement of Net Assets

                                  December 31, 1996

 

<TABLE>
<CAPTION>

                                                                                                                   ATTRIBUTABLE TO 
                                                                                                                   FORTIS BENEFITS 
                                                                                                  NET ASSETS          INSURANCE 
                                                               SHARES            COST           AT MARKET VALUE        COMPANY
                                                         ---------------------------------------------------------------------------
<S>                                                      <C>                <C>                 <C>                <C>
Investments in Fortis Series Fund, Inc., 
  (NOTE 3):
     Growth Stock Series                                    15,583,268      $  341,611,800      $  507,916,391         $         -
     U.S. Government Securities Series                      14,526,572         156,757,189         153,538,606                   -
     Money Market Series                                     5,029,790          54,521,952          55,044,510                   -
     Asset Allocation Series                                21,539,395         304,056,275         366,021,085                   -
     Diversified Income Series                               8,572,475         100,804,245         100,281,675                   -
     Global Growth Series                                   13,583,403         187,528,373         258,026,237                   -
     Aggressive Growth Series                                5,544,810          70,132,053          75,519,214                   -
     Growth & Income Series                                  8,051,806         100,203,874         122,087,921                   -
     High Yield Series                                       4,051,930          40,889,644          39,813,044                   -
     Global Asset Allocation Series                          2,728,172          31,152,329          33,676,273           3,634,755
     Global Bond Series                                      1,679,027          18,243,166          18,623,272           5,608,266
     International Stock Series                              3,493,832          39,573,523          43,469,557           3,652,514
     Value Series                                            1,111,402          11,764,918          12,648,523             808,092
     S & P 500 Series                                        1,616,568          17,115,725          18,536,048           4,070,786
     Blue Chip Stock Series                                  1,258,592          13,357,117          14,688,036           4,143,071
Investments in Norwest Select Fund, 
  (NOTE 3)
     ValuGrowth Fund                                           730,869           8,675,998          10,495,280                   -
     Intermediate Bond Fund                                    547,127           6,007,333           5,865,200                   -
     Small Company Stock Fund                                  451,480           5,384,371           6,094,981           1,524,340
     Income Equity Fund                                        866,818           9,055,905           9,675,189                   -

<CAPTION>

                                                                                                    NET ASSET VALUE FOR 
                                                        ATTRIBUTABLE TO        ACCUMULATION            VARIABLE LIFE 
                                                         VARIABLE LIFE            UNITS             INSURANCE POLICIES 
                                                       INSURANCE POLICIES      OUTSTANDING            PER ACCUMULATION 
                                                                                                           UNIT
                                                      -------------------------------------------------------------------
<S>                                                   <C>                     <C>                   <C>

Investments in Fortis Series Fund, Inc., 
  (NOTE 3):
     Growth Stock Series                                $  507,916,391         169,472,646                $  3.00
     U.S. Government Securities Series                     153,538,606           9,635,092                  15.94
     Money Market Series                                    55,044,510          36,552,266                   1.51
     Asset Allocation Series                               366,021,085         154,525,474                   2.37
     Diversified Income Series                             100,281,675          55,653,680                   1.80
     Global Growth Series                                  258,026,237          13,993,552                  18.44
     Aggressive Growth Series                               75,519,214           5,706,895                  13.23
     Growth & Income Series                                122,087,921           7,892,683                  15.47
     High Yield Series                                      39,813,044           3,337,604                  11.93
     Global Asset Allocation Series                         30,041,518           2,330,884                  12.89
     Global Bond Series                                     13,015,006           1,088,043                  11.96
     International Stock Series                             39,817,043           3,137,348                  12.69
     Value Series                                           11,840,431           1,071,648                  11.05
     S & P 500 Series                                       14,465,262           1,279,947                  11.30
     Blue Chip Stock Series                                 10,544,965             915,358                  11.52
Investments in Norwest Select Fund, 
  (NOTE 3)
     ValuGrowth Fund                                        10,495,280             744,037                  14.11
     Intermediate Bond Fund                                  5,865,200             519,750                  11.28
     Small Company Stock Fund                                4,570,641             306,790                  14.90
     Income Equity Fund                                      9,675,189             877,957                  11.02


</TABLE>

 

3

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                         Statement of Net Assets (continued)

                                  December 31, 1996

 

<TABLE>
<CAPTION>


                                                                                                                   ATTRIBUTABLE TO 
                                                                                                                   FORTIS BENEFITS 
                                                                                                  NET ASSETS         INSURANCE 
                                                               SHARES            COST           AT MARKET VALUE       COMPANY
                                                         ---------------------------------------------------------------------------
<S>                                                      <C>                <C>                 <C>                <C>
Investments in Scudder Variable Life Investment,
  (NOTE 3):
     International Portfolio                                   258,508        $  2,962,830        $  3,425,231                $  -
Investments in Alliance Variable Product Series,
  (NOTE 3):
     Money Market Portfolio                                  5,593,809           5,593,809           5,593,809                   -
     International Portfolio                                    20,015             292,978             298,024                   -
     Premier Growth Portfolio                                   14,757             225,188             231,690                   -
Investments in SAFECO Resource Series,
  (NOTE 3):
     Growth Portfolio                                            9,852             200,319             189,755                   -
     Equity Portfolio                                            9,038             216,232             196,581                   -
Investments in Federated Insurance Series,
  (NOTE 3):
     High Income Fund                                           89,298             895,837             914,407                   -
     Utility Fund                                               16,766             194,954             198,012                   -
     American Leaders Fund                                      32,437             482,939             494,990                   -
Investments in Lexington Funds, Inc.,
  (NOTE 3):
     Natural Resources Trust                                    54,496             771,851             778,755                   -
     Emerging Markets Fund                                       6,520              64,919              65,720                   -
Investments in MFS Variable Insurance Trust,
  (NOTE 3):
     MFS Emerging Growth Series                                153,869           2,066,856           2,037,226                   -
     MFS High Income Series                                     36,337             394,868             394,984                   -
     MFS World Government Series                                 4,019              42,240              42,523                   -


<CAPTION>

                                                                                                    NET ASSET VALUE FOR 
                                                        ATTRIBUTABLE TO        ACCUMULATION            VARIABLE LIFE 
                                                         VARIABLE LIFE            UNITS             INSURANCE POLICIES 
                                                       INSURANCE POLICIES      OUTSTANDING            PER ACCUMULATION 
                                                                                                           UNIT
                                                      -------------------------------------------------------------------
<S>                                                   <C>                     <C>                   <C>
Investments in Scudder Variable Life Investment,
  (NOTE 3):
     International Portfolio                              $  3,425,231             260,708                 $13.14
Investments in Alliance Variable Product Series,
  (NOTE 3):
     Money Market Portfolio                                  5,593,809             539,196                  10.37
     International Portfolio                                   298,024              28,337                  10.52
     Premier Growth Portfolio                                  231,690              19,611                  11.81
Investments in SAFECO Resource Series,
  (NOTE 3):
     Growth Portfolio                                          189,755              18,249                  10.40
     Equity Portfolio                                          196,581              20,103                   9.78
Investments in Federated Insurance Series,
  (NOTE 3):
     High Income Fund                                          914,407              83,778                  10.91
     Utility Fund                                              198,012              18,507                  10.70
     American Leaders Fund                                     494,990              43,455                  11.39
Investments in Lexington Funds, Inc.,
  (NOTE 3):
     Natural Resources Trust                                   778,755              64,788                  12.02
     Emerging Markets Fund                                      65,720               6,919                   9.50
Investments in MFS Variable Insurance Trust,
  (NOTE 3):
     MFS Emerging Growth Series                              2,037,226             180,147                  11.31
     MFS High Income Series                                    394,984              36,197                  10.91
     MFS World Government Series                                42,523               4,084                  10.41

</TABLE>

 

4


<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                         Statement of Net Assets (continued)

                                  December 31, 1996


 

<TABLE>
<CAPTION>


                                                                                                                   ATTRIBUTABLE TO 
                                                                                                                   FORTIS BENEFITS 
                                                                                                   NET ASSETS         INSURANCE 
                                                               SHARES            COST           AT MARKET VALUE        COMPANY
                                                         ---------------------------------------------------------------------------
<S>                                                      <C>                <C>                 <C>                <C>
Investments in Montgomery Variable Series,
  (NOTE 3):
     Emerging Markets Fund                                      17,894          $  189,135          $  190,569                $  -
     Growth Fund                                                72,534             913,392             894,347                   -
Investments in Strong Variable Insurance Funds,
  (NOTE 3):
     Discovery Fund II                                           8,480              89,400              91,586                   -
     Government Securities Fund II                               7,211              69,577              69,301                   -
     Advantage Fund II                                          30,027             302,525             301,173                   -
     International Fund II                                      31,910             355,770             358,346                   -
Investments in TCI Portfolios, Inc.,
  (NOTE 3):
     TCI Balanced Fund                                          14,998             112,124             113,083                   -
     TCI Growth Fund                                             6,828              70,806              69,920                   -
Investments in Van Eck Worldwide Insurance Trust, 
  (NOTE 3):
     Worldwide Bond Fund                                         3,306              36,302              36,700                   -
     Gold & Natural Resources Fund                              28,206             453,574             471,605                   -
                                                                           ---------------------------------------------------------
Total                                                                       $1,533,834,215      $1,869,479,379         $23,441,824
                                                                           ---------------------------------------------------------
                                                                           ---------------------------------------------------------


<CAPTION>

                                                                                                    NET ASSET VALUE FOR 
                                                        ATTRIBUTABLE TO        ACCUMULATION            VARIABLE LIFE 
                                                         VARIABLE LIFE            UNITS             INSURANCE POLICIES 
                                                       INSURANCE POLICIES      OUTSTANDING            PER ACCUMULATION 
                                                                                                           UNIT
                                                      -------------------------------------------------------------------
<S>                                                   <C>                     <C>                   <C>
Investments in Montgomery Variable Series,
  (NOTE 3):
     Emerging Markets Fund                                  $  190,569              17,917                 $10.64
     Growth Fund                                               894,347              70,482                  12.69
Investments in Strong Variable Insurance Funds,
  (NOTE 3):
     Discovery Fund II                                          91,586               9,105                  10.06
     Government Securities Fund II                              69,301               6,998                   9.90
     Advantage Fund II                                         301,173              29,586                  10.18
     International Fund II                                     358,346              34,083                  10.51
Investments in TCI Portfolios, Inc.,
  (NOTE 3):
     TCI Balanced Fund                                         113,083              10,307                  10.97
     TCI Growth Fund                                            69,920               7,475                   9.35
Investments in Van Eck Worldwide Insurance Trust, 
  (NOTE 3):
     Worldwide Bond Fund                                        36,700               3,565                  10.29
     Gold & Natural Resources Fund                             471,605              47,229                   9.99
                                                       ------------------------------------
Total                                                   $1,846,037,555         470,602,480
                                                       ------------------------------------
                                                       ------------------------------------
</TABLE>


SEE ACCOMPANYING NOTES.


5


<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                          Statement of Changes in Net Assets

                             Year ended December 31, 1996

 

<TABLE>
<CAPTION>


                                                                             FORTIS U.S. 
                                                                FORTIS        GOVERNMENT        FORTIS           FORTIS     
                                                             GROWTH STOCK     SECURITIES    MONEY MARKET    ASSET ALLOCATION
                                                                SERIES          SERIES          SERIES           SERIES     
                                                              ---------------------------------------------------------------
<S>                                                           <C>              <C>           <C>             <C>
OPERATIONS
Dividend income                                               $  1,755,003  $  11,268,567   $  1,961,696       $  18,389,804
Mortality and expense and policy advance charges
 (NOTE 4)                                                       (6,383,239)    (2,182,582)      (304,880)         (4,666,220)
Net realized gain (loss) on investments                          6,173,815       (229,036)       875,419           4,730,794
Net unrealized appreciation (depreciation) of 
 investments during the period                                  62,258,164     (8,049,967)      (396,193)         17,669,052
                                                              ---------------------------------------------------------------
Net increase (decrease) in net assets resulting from 
 operations                                                     63,803,743        806,982      2,136,042          36,123,430

CAPITAL TRANSACTIONS
Purchase of Variable Account units                              40,354,935      9,792,095     53,529,569          35,139,069
Redemption of Variable Account units                           (19,671,112)   (32,995,603)   (38,173,512)        (27,343,627)
Mortality and expense charge redeemed                            6,383,239      2,182,582        304,880           4,666,220
Funding of subaccount by Fortis Benefits Insurance 
 Company                                                                 -              -              -                   -
Redemption of Fortis Benefits Insurance Company 
 investment in subaccount                                                -              -              -                   -
Dividend income distribution to Fortis Benefits 
 Insurance Company                                                       -              -              -                   -
                                                              ---------------------------------------------------------------
Increase (decrease) from capital transactions                   27,067,062    (21,020,926)    15,660,937          12,461,662

Net assets at beginning of period                              417,045,586    173,752,550     37,247,531         317,435,993
                                                              ---------------------------------------------------------------
Net assets at end of period                                   $507,916,391   $153,538,606    $55,044,510        $366,021,085
                                                              ---------------------------------------------------------------
                                                              ---------------------------------------------------------------
<CAPTION>


                                                                 FORTIS        FORTIS         FORTIS               FORTIS   
                                                              DIVERSIFIED  GLOBAL GROWTH    AGGRESSIVE            GROWTH &  
                                                             INCOME SERIES     SERIES      GROWTH SERIES       INCOME SERIES
                                                              ---------------------------------------------------------------
<S>                                                           <C>           <C>             <C>                 <C>

OPERATIONS
Dividend income                                               $  7,814,749     $  349,640     $  130,127        $  3,357,159
Mortality and expense and policy advance charges 
 (NOTE 4)                                                       (1,375,570)    (2,982,707)      (818,660)         (1,187,861)
Net realized gain (loss) on investments                             94,162      1,304,350      1,462,499             214,625
Net unrealized appreciation (depreciation) of 
 investments during the period                                  (3,883,159)    34,010,868        311,941          14,270,467
                                                              ---------------------------------------------------------------
Net increase (decrease) in net assets resulting from 
 operations                                                      2,650,182     32,682,151      1,085,907          16,654,390

CAPITAL TRANSACTIONS
Purchase of Variable Account units                               4,487,798     56,339,715     45,154,232          51,705,892
Redemption of Variable Account units                           (12,133,337)    (4,633,717)    (9,407,569)         (1,795,563)
Mortality and expense charge redeemed                            1,375,570      2,982,707        818,660           1,187,861
Funding of subaccount by Fortis Benefits Insurance 
 Company                                                                 -              -              -                   -
Redemption of Fortis Benefits Insurance Company 
 investment in subaccount                                                -              -              -                   -
Dividend income distribution to Fortis Benefits 
 Insurance Company                                                       -              -              -                   -
                                                              ---------------------------------------------------------------
Increase (decrease) from capital transactions                   (6,269,969)    54,688,705     36,565,323          51,098,190

Net assets at beginning of period                              103,901,462    170,655,381     37,867,984          54,335,341
                                                              ---------------------------------------------------------------
Net assets at end of period                                   $100,281,675   $258,026,237    $75,519,214        $122,087,921
                                                              ---------------------------------------------------------------
                                                              ---------------------------------------------------------------

</TABLE>

6


<PAGE>


                          Fortis Benefits Insurance Company
                                  Variable Account D

                    Statement of Changes in Net Assets (continued)

                             Year ended December 31, 1996

 

<TABLE>
<CAPTION>

                                                                                FORTIS   
                                                                 FORTIS     GLOBAL ASSET        FORTIS        FORTIS   
                                                               HIGH YIELD     ALLOCATION     GLOBAL BOND  INTERNATIONAL
                                                                 SERIES         SERIES          SERIES     STOCK SERIES
                                                               ----------------------------------------------------------
<S>                                                            <C>           <C>             <C>          <C>
OPERATIONS
Dividend income                                               $  3,381,726   $  1,354,041     $  900,099   $  1,318,016
Mortality and expense and policy advance charges 
 (NOTE 4)                                                         (431,670)      (300,249)      (142,264)      (377,251)
Net realized gain (loss) on investments                             60,612         62,447         11,779        153,762
Net unrealized appreciation (depreciation) of 
 investments during the period                                    (261,534)     2,171,960        394,408      3,249,452
                                                               ----------------------------------------------------------
Net increase (decrease) in net assets resulting from 
 operations                                                      2,749,134      3,288,199      1,164,022      4,343,979

CAPITAL TRANSACTIONS
Purchase of Variable Account units                              14,950,454     15,032,759      8,709,675     24,843,475
Redemption of Variable Account units                            (3,738,286)      (743,168)    (2,924,096)    (2,013,891)
Mortality and expense charge redeemed                              431,670        300,249        142,264        377,251
Funding of subaccount by Fortis Benefits Insurance
 Company                                                                 -      2,944,303      5,030,752      2,926,075
Redemption of Fortis Benefits Insurance Company
 investment in subaccount                                                -              -              -              -
Dividend income distribution to Fortis Benefits
 Insurance Company                                                       -       (142,728)      (218,365)      (101,798)
                                                               ----------------------------------------------------------
Increase (decrease) from capital transactions                   11,643,838     17,391,415     10,740,230     26,031,112

Net assets at beginning of period                               25,420,072     12,996,659      6,719,020     13,094,466
                                                               ----------------------------------------------------------
Net assets at end of period                                    $39,813,044    $33,676,273    $18,623,272    $43,469,557
                                                               ----------------------------------------------------------
                                                               ----------------------------------------------------------

<CAPTION>


                                                                                FORTIS         FORTIS    NORWEST SELECT
                                                                 FORTIS        S & P 500     BLUE CHIP     VALUGROWTH  
                                                             VALUE SERIES*      SERIES*    STOCK SERIES*      FUND     
                                                              ----------------------------------------------------------
<S>                                                           <C>               <C>         <C>           <C>
OPERATIONS
Dividend income                                                  $  67,900     $  102,931      $  50,146      $  82,203
Mortality and expense and policy advance charges
 (NOTE 4)                                                          (50,034)       (58,475)       (42,346)      (106,853)
Net realized gain (loss) on investments                              4,138         79,382        101,880         55,679
Net unrealized appreciation (depreciation) of 
 investments during the period                                     883,605      1,420,323      1,330,919      1,308,423
                                                              ----------------------------------------------------------
Net increase (decrease) in net assets resulting from
 operations                                                        905,609      1,544,161      1,440,599      1,339,452

CAPITAL TRANSACTIONS
Purchase of Variable Account units                              11,049,449     14,397,817     12,543,584      4,632,105
Redemption of Variable Account units                               (62,025)      (990,762)    (2,873,938)      (340,655)
Mortality and expense charge redeemed                               50,034         58,475         42,346        106,853
Funding of subaccount by Fortis Benefits Insurance
 Company                                                           710,000      3,550,000      3,550,000              -
Redemption of Fortis Benefits Insurance Company
 investment in subaccount                                                -              -              -              -
Dividend income distribution to Fortis Benefits
 Insurance Company                                                  (4,544)       (23,643)       (14,555)             -
                                                              ----------------------------------------------------------
Increase (decrease) from capital transactions                   11,742,914     16,991,887     13,247,437      4,398,303

Net assets at beginning of period                                        -              -              -      4,757,525
                                                              ----------------------------------------------------------
Net assets at end of period                                    $12,648,523    $18,536,048    $14,688,036    $10,495,280
                                                              ----------------------------------------------------------
                                                              ----------------------------------------------------------

</TABLE>

7


<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                    Statement of Changes in Net Assets (continued)

                             Year ended December 31, 1996

 

<TABLE>
<CAPTION>

                                                             NORWEST SELECT      NORWEST SELECT    NORWEST SELECT       SCUDDER
                                                              INTERMEDIATE       SMALL COMPANY     INCOME EQUITY     INTERNATIONAL
                                                                BOND FUND          STOCK FUND           FUND*          PORTFOLIO
                                                           -----------------------------------------------------------------------
<S>                                                        <C>                   <C>               <C>               <C>
OPERATIONS
Dividend income                                                 $  266,665        $  512,352         $  73,375         $  47,233
Mortality and expense and policy advance charges
 (NOTE 4)                                                          (59,335)          (36,673)          (42,286)          (37,291)
Net realized gain (loss) on investments                              2,306             8,076             3,546             7,053
Net unrealized appreciation (depreciation) of
 investments during the period                                    (240,519)          722,953           619,284           312,160
                                                            -----------------------------------------------------------------------
Net increase (decrease) in net assets resulting from
 operations                                                        (30,883)        1,206,708           653,919           329,155

CAPITAL TRANSACTIONS
Purchase of Variable Account units                               3,468,748         3,069,610         9,076,709         1,328,103
Redemption of Variable Account units                              (700,061)         (128,442)          (97,725)          (80,771)
Mortality and expense charge redeemed                               59,335            36,673            42,286            37,291
Funding of subaccount by Fortis Benefits Insurance
 Company                                                                 -         1,038,350                 -                 -
Redemption of Fortis Benefits Insurance Company
 investment in subaccount                                                -                 -                 -                 -
Dividend income distribution to Fortis Benefits
 Insurance Company                                                       -                 -                 -                 -
                                                            -----------------------------------------------------------------------
Increase (decrease) from capital transactions                    2,828,022         4,016,191         9,021,270         1,284,623

Net assets at beginning of period                                3,068,061           872,082                 -         1,811,453
                                                            -----------------------------------------------------------------------
Net assets at end of period                                     $5,865,200        $6,094,981        $9,675,189        $3,425,231
                                                            -----------------------------------------------------------------------
                                                            -----------------------------------------------------------------------

<CAPTION>

                                                                ALLIANCE          ALLIANCE          ALLIANCE  
                                                              MONEY MARKET     INTERNATIONAL    PREMIER GROWTH
                                                               PORTFOLIO**       PORTFOLIO**       PORTFOLIO**
                                                              --------------------------------------------------
<S>                                                          <C>               <C>              <C>           
OPERATIONS
Dividend income                                                 $  102,380          $  1,304         $  24,242
Mortality and expense and policy advance charges
 (NOTE 4)                                                          (10,300)             (544)             (671)
Net realized gain (loss) on investments                                  -             1,004            28,494
Net unrealized appreciation (depreciation) of
 investments during the period                                           -             5,046             6,502
                                                              --------------------------------------------------
Net increase (decrease) in net assets resulting from
 operations                                                         92,080             6,810            58,567

CAPITAL TRANSACTIONS
Purchase of Variable Account units                              29,009,905         3,914,735         1,256,492
Redemption of Variable Account units                           (23,518,476)       (3,624,065)       (1,084,040)
Mortality and expense charge redeemed                               10,300               544               671
Funding of subaccount by Fortis Benefits Insurance
 Company                                                                 -                 -                 -
Redemption of Fortis Benefits Insurance Company
 investment in subaccount                                                -                 -                 -
Dividend income distribution to Fortis Benefits
 Insurance Company                                                       -                 -                 -
                                                              --------------------------------------------------
Increase (decrease) from capital transactions                    5,501,729           291,214           173,123

Net assets at beginning of period                                        -                 -                 -
Net assets at end of period                                   $  5,593,809        $  298,024        $  231,690
                                                              --------------------------------------------------
                                                              --------------------------------------------------

</TABLE>


 

8

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                    Statement of Changes in Net Assets (continued)

                             Year ended December 31, 1996

 

<TABLE>
<CAPTION>

                                                                 SAFECO         SAFECO         FEDERATED      FEDERATED
                                                                 GROWTH         EQUITY       HIGH INCOME       UTILITY 
                                                              PORTFOLIO***   PORTFOLIO***         FUND**        FUND** 
                                                              -----------------------------------------------------------
<S>                                                          <C>             <C>             <C>             <C>       
OPERATIONS
Dividend income                                                  $  14,945      $  17,950      $  20,894       $  2,018
Mortality and expense and policy advance charges
 (NOTE 4)                                                              (48)           (26)        (1,205)          (203)
Net realized gain (loss) on investments                             (6,108)             -          6,428         11,122
Net unrealized appreciation (depreciation) of
 investments during the period                                     (10,564)       (19,651)        18,570          3,058
                                                              -----------------------------------------------------------
Net increase (decrease) in net assets resulting from
 operations                                                         (1,775)        (1,727)        44,687         15,995

CAPITAL TRANSACTIONS
Purchase of Variable Account units                                 441,504        198,282      1,538,226      1,026,928
Redemption of Variable Account units                              (250,022)             -       (669,711)      (845,114)
Mortality and expense charge redeemed                                   48             26          1,205            203
Funding of subaccount by Fortis Benefits Insurance
 Company                                                                 -              -              -              -
Redemption of Fortis Benefits Insurance Company
 investment in subaccount                                                -              -              -              -
Dividend income distribution to Fortis Benefits
 Insurance Company                                                       -              -              -              -
                                                              -----------------------------------------------------------
Increase (decrease) from capital transactions                      191,530        198,308        869,720        182,017

Net assets at beginning of period                                        -              -              -              -
                                                              -----------------------------------------------------------
Net assets at end of period                                       $189,755       $196,581     $  914,407     $  198,012
                                                              -----------------------------------------------------------
                                                              -----------------------------------------------------------

<CAPTION>

                                                                               LEXINGTON       LEXINGTON 
                                                               FEDERATED        NATURAL         EMERGING
                                                               AMERICAN        RESOURCES        MARKETS 
                                                            LEADERS FUND**   TRUST FUND**        FUND** 
                                                            ----------------------------------------------
<S>                                                        <C>               <C>              <C>       
OPERATIONS
Dividend income                                                $     3,741    $     1,130      $       -
Mortality and expense and policy advance charges
 (NOTE 4)                                                             (869)          (909)          (253)
Net realized gain (loss) on investments                             22,746         33,868           (583)
Net unrealized appreciation (depreciation) of
 investments during the period                                      12,051          6,904            801
                                                            ----------------------------------------------
Net increase (decrease) in net assets resulting from
 operations                                                         37,669         40,993            (35)

CAPITAL TRANSACTIONS
Purchase of Variable Account units                               1,372,344      2,056,140      1,131,006
Redemption of Variable Account units                              (915,892)    (1,319,287)    (1,065,504)
Mortality and expense charge redeemed                                  869            909            253
Funding of subaccount by Fortis Benefits Insurance
 Company                                                                 -              -              -
Redemption of Fortis Benefits Insurance Company
 investment in subaccount                                                -              -              -
Dividend income distribution to Fortis Benefits
 Insurance Company                                                       -              -              -
                                                            ----------------------------------------------
Increase (decrease) from capital transactions                      457,321        737,762         65,755

Net assets at beginning of period                                        -              -              -
                                                            ----------------------------------------------
Net assets at end of period                                     $  494,990     $  778,755      $  65,720
                                                            ----------------------------------------------
                                                            ----------------------------------------------

</TABLE>

 

9

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                    Statement of Changes in Net Assets (continued)

                             Year ended December 31, 1996

 

<TABLE>
<CAPTION>

                                                                                                             MONTGOMERY
                                                              MFS EMERGING      MFS HIGH       MFS WORLD      EMERGING 
                                                                 GROWTH          INCOME       GOVERNMENT       MARKETS 
                                                                 SERIES**        SERIES**       SERIES**        FUND** 
                                                              -----------------------------------------------------------
<S>                                                          <C>               <C>            <C>           <C>        
OPERATIONS
Dividend income                                                 $    8,097      $  21,440        $     -       $    391
Mortality and expense and policy advance charges
 (NOTE 4)                                                           (3,876)        (1,019)          (116)          (375)
Net realized gain (loss) on investments                            148,625         12,701          2,897           (499)
Net unrealized appreciation (depreciation) of
 investments during the period                                     (29,630)           116            283          1,434
                                                              -----------------------------------------------------------
Net increase (decrease) in net assets resulting from
 operations                                                        123,216         33,238          3,064            951

CAPITAL TRANSACTIONS
Purchase of Variable Account units                              21,176,704        672,340        262,500        801,303
Redemption of Variable Account units                           (19,266,570)      (311,613)      (223,157)      (612,060)
Mortality and expense charge redeemed                                3,876          1,019            116            375
Funding of subaccount by Fortis Benefits Insurance
 Company                                                                 -              -              -              -
Redemption of Fortis Benefits Insurance Company
 investment in subaccount                                                -              -              -              -
Dividend income distribution to Fortis Benefits
 Insurance Company                                                       -              -              -              -
                                                              -----------------------------------------------------------
Increase (decrease) from capital transactions                    1,914,010        361,746         39,459        189,618

Net assets at beginning of period                                        -              -              -              -
                                                              -----------------------------------------------------------
Net assets at end of period                                     $2,037,226       $394,984      $  42,523       $190,569
                                                              -----------------------------------------------------------
                                                              -----------------------------------------------------------

<CAPTION>

                                                                                                STRONG  
                                                                MONTGOMERY       STRONG       GOVERNMENT
                                                                  GROWTH       DISCOVERY      SECURITIES
                                                                   FUND**       FUND II**      FUND II**
                                                               --------------------------------------------
<S>                                                           <C>              <C>            <C>       
OPERATIONS
Dividend income                                                $    41,303       $  6,715       $  1,630
Mortality and expense and policy advance charges
 (NOTE 4)                                                           (1,779)          (544)          (671)
Net realized gain (loss) on investments                             42,751         (5,280)         2,051
Net unrealized appreciation (depreciation) of
 investments during the period                                     (19,045)         2,186           (276)
                                                               --------------------------------------------
Net increase (decrease) in net assets resulting from
 operations                                                         63,230          3,077          2,734

CAPITAL TRANSACTIONS
Purchase of Variable Account units                               2,961,408        321,349        743,861
Redemption of Variable Account units                            (2,132,070)      (233,384)      (677,965)
Mortality and expense charge redeemed                                1,779            544            671
Funding of subaccount by Fortis Benefits Insurance
 Company                                                                 -              -              -
Redemption of Fortis Benefits Insurance Company
 investment in subaccount                                                -              -              -
Dividend income distribution to Fortis Benefits
 Insurance Company                                                       -              -              -
                                                               --------------------------------------------
Increase (decrease) from capital transactions                      831,117         88,509         66,567

Net assets at beginning of period                                        -              -              -
                                                               --------------------------------------------
Net assets at end of period                                     $  894,347      $  91,586      $  69,301
                                                               --------------------------------------------
                                                               --------------------------------------------

</TABLE>

 

10

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                    Statement of Changes in Net Assets (continued)

                             Year ended December 31, 1996

 

<TABLE>
<CAPTION>

                                                                  STRONG          STRONG                TCI               TCI   
                                                                 ADVANTAGE     INTERNATIONAL          BALANCED           GROWTH 
                                                                 FUND II**        FUND II**             FUND**            FUND**
                                                                 -----------------------------------------------------------------
<S>                                                             <C>            <C>                   <C>               <C>      
OPERATIONS
Dividend income                                                   $  5,379          $  1,058            $  140            $  113
Mortality and expense and policy advance charges
 (NOTE 4)                                                              (48)              (26)           (1,205)             (203)
Net realized gain (loss) on investments                              1,416            15,704             2,990            (5,589)
Net unrealized appreciation (depreciation) of
 investments during the period                                      (1,352)            2,576               959              (886)
                                                                 -----------------------------------------------------------------
Net increase (decrease) in net assets resulting from
 operations                                                          5,395            19,312             2,884            (6,565)

CAPITAL TRANSACTIONS
Purchase of Variable Account units                               1,277,539         4,776,591           651,649         1,563,734
Redemption of Variable Account units                              (981,809)       (4,437,583)         (542,655)       (1,487,452)
Mortality and expense charge redeemed                                   48                26             1,205               203
Funding of subaccount by Fortis Benefits Insurance
 Company                                                                 -                 -                 -                 -
Redemption of Fortis Benefits Insurance Company
 investment in subaccount                                                -                 -                 -                 -
Dividend income distribution to Fortis Benefits
 Insurance Company                                                       -                 -                 -                 -
                                                                 -----------------------------------------------------------------
Increase (decrease) from capital transactions                      295,778           339,034           110,199            76,485

Net assets at beginning of period                                        -                 -                 -                 -
                                                                 -----------------------------------------------------------------
Net assets at end of period                                     $  301,173        $  358,346          $113,083         $  69,920
                                                                 -----------------------------------------------------------------
                                                                 -----------------------------------------------------------------

<CAPTION>


                                                                 VAN ECK        VAN ECK             COMBINED  
                                                                WORLDWIDE    GOLD & NATURAL         VARIABLE  
                                                               BOND FUND**  RESOURCES FUND**        ACCOUNT   
                                                               -------------------------------------------------
<S>                                                           <C>           <C>                  <C>          
OPERATIONS
Dividend income                                                     $  468          $  3,629     $  53,462,399
Mortality and expense and policy advance charges
 (NOTE 4)                                                             (869)           (1,505)      (21,613,710)
Net realized gain (loss) on investments                               (109)           (3,564)       15,488,353
Net unrealized appreciation (depreciation) of
 investments during the period                                         398            18,031       128,100,118
                                                               -------------------------------------------------
Net increase (decrease) in net assets resulting from
 operations                                                           (112)           16,591       175,437,160

CAPITAL TRANSACTIONS
Purchase of Variable Account units                                  63,735         2,385,593       499,209,661
Redemption of Variable Account units                               (27,792)       (1,932,084)     (227,006,165)
Mortality and expense charge redeemed                                  869             1,505        21,613,710
Funding of subaccount by Fortis Benefits Insurance
 Company                                                                 -                 -        19,749,480
Redemption of Fortis Benefits Insurance Company
 investment in subaccount                                                -                 -                 -
Dividend income distribution to Fortis Benefits
 Insurance Company                                                       -                 -          (505,633)
                                                               -------------------------------------------------
Increase (decrease) from capital transactions                       36,812           455,014       313,061,053

Net assets at beginning of period                                        -                 -     1,380,981,166
                                                               -------------------------------------------------
Net assets at end of period                                        $36,700        $  471,605    $1,869,479,379
                                                               -------------------------------------------------
                                                               -------------------------------------------------

</TABLE>

 

  * For the period from May 1, 1996 to December 31, 1996.
 ** For the period from February 1, 1996 to December 31, 1996.
*** For the period from December 1, 1996 to December 31, 1996.

SEE ACCOMPANYING NOTES.


11

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                          Statement of Changes in Net Assets


                             Year ended December 31, 1995

 

<TABLE>
<CAPTION>

                                                                              FORTIS U.S.                      FORTIS  
                                                                  FORTIS       GOVERNMENT       FORTIS         ASSET   
                                                              GROWTH STOCK     SECURITIES   MONEY MARKET     ALLOCATION
                                                                  SERIES         SERIES         SERIES         SERIES  
                                                              -----------------------------------------------------------
<S>                                                          <C>              <C>           <C>           <C>          
OPERATIONS
Dividend income                                               $  1,840,330    $     8,296   $  1,390,716  $  12,053,233
Mortality and expense and policy advance charges
 (NOTE 4)                                                       (4,926,616)    (2,226,178)      (485,370)    (3,776,116)
Net realized gain (loss) on investments                          2,244,343     (2,199,244)       624,600        657,519
Net unrealized appreciation (depreciation) of
 investments during the period                                  81,868,441     30,648,947         29,966     41,467,924
                                                              -----------------------------------------------------------
Net increase (decrease) in net assets resulting
 from operations                                                81,026,498     26,231,821      1,559,912     50,402,560

CAPITAL TRANSACTIONS
Purchase of Variable Account units                              38,293,107      8,352,984     32,372,114     26,712,802
Redemption of Variable Account units                           (13,094,690)   (28,554,947)   (37,771,314)    (7,551,884)
Mortality and expense charge redeemed                            4,926,616      2,226,178        485,370      3,776,116
Funding of subaccount by Fortis Benefits
 Insurance Company                                                       -              -              -              -
Redemption of Fortis Benefits Insurance Company
 investment in subaccount                                                -              -              -              -
Dividend income distribution to Fortis Benefits
 Insurance Company                                                       -              -              -              -
                                                              -----------------------------------------------------------
Increase (decrease) from capital transactions                   30,125,033    (17,975,785)    (4,913,830)    22,937,034

Net assets at beginning of period                              305,894,055    165,496,514     40,601,449    244,096,399
                                                              -----------------------------------------------------------
Net assets at end of period                                   $417,045,586   $173,752,550    $37,247,531   $317,435,993
                                                              -----------------------------------------------------------
                                                              -----------------------------------------------------------

<CAPTION>


                                                                 FORTIS         FORTIS         FORTIS        FORTIS    
                                                              DIVERSIFIED   GLOBAL GROWTH    AGGRESSIVE      GROWTH &  
                                                             INCOME SERIES      SERIES     GROWTH SERIES  INCOME SERIES
                                                             -------------------------------------------------------------
<S>                                                         <C>             <C>            <C>            <C>          
OPERATIONS
Dividend income                                                $     4,826    $   889,918     $  131,332     $  909,272
Mortality and expense and policy advance charges
 (NOTE 4)                                                       (1,319,921)    (1,926,551)      (304,716)      (437,914)
Net realized gain (loss) on investments                           (722,251)       489,178        534,513         35,576
Net unrealized appreciation (depreciation) of
 investments during the period                                  16,334,785     35,553,129      4,721,034      7,722,201
                                                             -------------------------------------------------------------
Net increase (decrease) in net assets resulting
 from operations                                                14,297,439     35,005,674      5,082,163      8,229,135

CAPITAL TRANSACTIONS
Purchase of Variable Account units                               5,015,452     18,528,694     24,973,529     31,466,100
Redemption of Variable Account units                           (11,835,588)    (8,118,814)    (3,729,001)      (816,805)
Mortality and expense charge redeemed                            1,319,921      1,926,551        304,716        437,914
Funding of subaccount by Fortis Benefits
 Insurance Company                                                       -              -              -              -
Redemption of Fortis Benefits Insurance
 Company investment in subaccount                                        -              -              -              -
Dividend income distribution to Fortis Benefits
 Insurance Company                                                       -              -              -              -
                                                             -------------------------------------------------------------
Increase (decrease) from capital transactions                   (5,500,215)    12,336,431     21,549,244     31,087,209

Net assets at beginning of period                               95,104,238    123,313,276     11,236,577     15,018,997
                                                             -------------------------------------------------------------
Net assets at end of period                                   $103,901,462   $170,655,381    $37,867,984    $54,335,341
                                                             -------------------------------------------------------------
                                                             -------------------------------------------------------------

</TABLE>

 


12

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                    Statement of Changes in Net Assets (continued)

                             Year ended December 31, 1995

 

<TABLE>
<CAPTION>


                                                                           FORTIS                                       NORWEST  
                                                             FORTIS     GLOBAL ASSET       FORTIS        FORTIS          SELECT  
                                                           HIGH YIELD    ALLOCATION     GLOBAL BOND  INTERNATIONAL     VALUGROWTH
                                                             SERIES        SERIES          SERIES     STOCK SERIES        FUND   
                                                         --------------------------------------------------------------------------
<S>                                                      <C>            <C>             <C>          <C>               <C>       
OPERATIONS
Dividend income                                          $  2,182,916     $  345,923     $  336,887     $  180,007      $  50,547
Mortality and expense and policy advance charges
 (NOTE 4)                                                    (251,064)       (77,959)       (49,301)       (74,571)       (39,979)
Net realized gain (loss) on investments                        47,908        (27,354)        52,221          1,557         12,413
Net unrealized appreciation (depreciation) of
 investments during the period                               (221,078)       351,983        (14,301)       646,603        510,859
                                                         --------------------------------------------------------------------------
Net increase (decrease) in net assets resulting
 from operations                                            1,758,682        592,593        325,506        753,596        533,840

CAPITAL TRANSACTIONS
Purchase of Variable Account units                         14,183,765     12,556,722      8,567,265     12,412,684      3,059,819
Redemption of Variable Account units                       (2,740,528)      (230,615)    (2,223,052)      (146,385)      (225,312)
Mortality and expense charge redeemed                         251,064         77,959         49,301         74,571         39,979
Funding of subaccount by Fortis Benefits
 Insurance Company                                                  -              -              -              -              -
Redemption of Fortis Benefits Insurance Company
 investment in subaccount                                           -              -              -              -              -
Dividend income distribution to Fortis Benefits
 Insurance Company                                                  -              -              -              -              -
                                                         --------------------------------------------------------------------------
Increase (decrease) from capital transactions              11,694,301     12,404,066      6,393,514     12,340,870      2,874,486

Net assets at beginning of period                          11,967,089              -              -              -      1,349,199
                                                         --------------------------------------------------------------------------
Net assets at end of period                               $25,420,072    $12,996,659     $6,719,020    $13,094,466     $4,757,525
                                                         --------------------------------------------------------------------------
                                                         --------------------------------------------------------------------------

<CAPTION>


                                                            NORWEST        NORWEST  
                                                            SELECT      SELECT SMALL     SCUDDER        COMBINED  
                                                         INTERMEDIATE      COMPANY    INTERNATIONAL     VARIABLE  
                                                           BOND FUND      STOCK FUND    PORTFOLIO        ACCOUNT  
                                                         -----------------------------------------------------------
<S>                                                     <C>             <C>           <C>            <C>          
OPERATIONS
Dividend income                                            $  172,247      $  28,697       $  5,274  $  20,530,421
Mortality and expense and policy advance charges
 (NOTE 4)                                                     (27,041)        (2,828)       (19,707)   (15,945,832)
Net realized gain (loss) on investments                        24,440           (329)        (4,479)     1,770,611
Net unrealized appreciation (depreciation) of
 investments during the period                                 98,386        (12,343)       150,241    219,856,777
                                                         -----------------------------------------------------------
Net increase (decrease) in net assets resulting
 from operations                                              268,032         13,197        131,329    226,211,977

CAPITAL TRANSACTIONS
Purchase of Variable Account units                          2,608,516        859,696      1,113,419    241,076,668
Redemption of Variable Account units                         (521,303)        (3,639)      (431,126)  (117,995,003)
Mortality and expense charge redeemed                          27,041          2,828         19,707     15,945,832
Funding of subaccount by Fortis Benefits
 Insurance Company                                                  -              -              -              -
Redemption of Fortis Benefits Insurance
 Company investment in subaccount                                   -              -              -              -
Dividend income distribution to Fortis Benefits
 Insurance Company                                                  -              -              -              -
                                                         -----------------------------------------------------------
Increase (decrease) from capital transactions               2,114,254        858,885        702,000    139,027,497

Net assets at beginning of period                             685,775              -        978,124  1,015,741,692
                                                         -----------------------------------------------------------
Net assets at end of period                                $3,068,061       $872,082     $1,811,453 $1,380,981,166
                                                         -----------------------------------------------------------
                                                         -----------------------------------------------------------


</TABLE>

 

SEE ACCOMPANYING NOTES.


13

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                         Statement of Changes in Net Assets 

                             Year ended December 31, 1994

 

<TABLE>
<CAPTION>

                                                                                 FORTIS U.S.
                                                                  FORTIS          GOVERNMENT          FORTIS        FORTIS ASSET
                                                              GROWTH STOCK        SECURITIES      MONEY MARKET       ALLOCATION 
                                                                  SERIES            SERIES            SERIES           SERIES   
                                                              --------------------------------------------------------------------
<S>                                                          <C>               <C>                <C>               <C>         
OPERATIONS
Dividend income                                               $  2,224,886     $  13,644,959        $        -      $  9,186,739
Mortality and expense and policy advance charges
 (NOTE 4)                                                       (3,753,659)       (2,648,040)         (491,242)       (3,050,115)
Net realized gain (loss) on investments                          1,017,245        (3,898,323)          194,135           283,379
Net unrealized appreciation (depreciation) of
 investments during the period                                 (10,439,005)      (24,335,220)        1,255,055        (9,690,299)
                                                              --------------------------------------------------------------------
Net increase (decrease) in net assets resulting from
 operations                                                    (10,950,533)      (17,236,624)          957,948        (3,270,296)

CAPITAL TRANSACTIONS
Purchase of Variable Account units                              72,313,277        12,541,099        52,469,852        58,509,925
Redemption of Variable Account units                           (13,597,387)      (60,391,902)      (40,583,910)       (6,821,686)
Mortality and expense charge redeemed                            3,753,659         2,648,040           491,242         3,050,115
Funding of subaccount by Fortis Benefits Insurance
 Company                                                                 -                 -                 -                 -
Redemption of Fortis Benefits Insurance Company
 investment in subaccount                                                -                 -                 -                 -
Dividend income distribution to Fortis Benefits
 Insurance Company                                                       -                 -                 -                 -
                                                              --------------------------------------------------------------------
Increase (decrease) from capital transactions                   62,469,549       (45,202,763)       12,377,184        54,738,354

Net assets at beginning of period                              254,375,039       227,935,901        27,266,317       192,628,341
                                                              --------------------------------------------------------------------
Net assets at end of period                                   $305,894,055      $165,496,514       $40,601,449      $244,096,399
                                                              --------------------------------------------------------------------
                                                              --------------------------------------------------------------------

<CAPTION>

                                                                 FORTIS            FORTIS            FORTIS   
                                                              DIVERSIFIED      GLOBAL GROWTH       AGGRESSIVE 
                                                             INCOME SERIES         SERIES        GROWTH SERIES
                                                             ---------------------------------------------------
<S>                                                         <C>                <C>               <C>          
OPERATIONS
Dividend income                                               $  7,607,329        $  829,695         $  45,402
Mortality and expense and policy advance charges
 (NOTE 4)                                                       (1,344,477)       (1,383,450)          (48,160)
Net realized gain (loss) on investments                           (767,738)           37,068           (14,814)
Net unrealized appreciation (depreciation) of
 investments during the year                                   (12,476,808)       (3,836,491)          354,186
                                                             ---------------------------------------------------
Net increase (decrease) in net assets resulting from
 operations                                                     (6,981,694)       (4,353,178)          336,614

CAPITAL TRANSACTIONS
Purchase of Variable Account units                              24,210,219        63,570,141        11,827,795
Redemption of Variable Account units                           (14,240,935)       (2,600,492)         (975,992)
Mortality and expense charge redeemed                            1,344,477         1,383,450            48,160
Funding of subaccount by Fortis Benefits Insurance
 Company                                                                 -                 -                 -                  
Redemption of Fortis Benefits Insurance Company
 investment in subaccount                                                -                 -                 -
Dividend income distribution to Fortis Benefits
 Insurance Company                                                       -                 -                 -
                                                             ---------------------------------------------------
Increase (decrease) from capital transaction                    11,313,761        62,353,099        10,899,963

Net assets at beginning of period                               90,772,171        65,313,355                 -
                                                             ---------------------------------------------------
Net assets at end of period                                    $95,104,238      $123,313,276       $11,236,577
                                                             ---------------------------------------------------
                                                             ---------------------------------------------------

</TABLE>

 


14

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                    Statement of Changes in Net Assets (continued)

                             Year ended December 31, 1994

 

<TABLE>
<CAPTION>

                                                                 FORTIS             FORTIS      NORWEST SELECT
                                                           GROWTH & INCOME        HIGH YIELD       VALUGROWTH 
                                                                 SERIES             SERIES            FUND    
                                                           -----------------------------------------------------
<S>                                                        <C>                   <C>            <C>           
OPERATIONS
Dividend income                                                 $  154,775        $  546,340              $  -
Mortality and expense and policy advance charges
 (NOTE 4)                                                          (66,282)          (67,340)           (4,796)
Net realized gain (loss) on investments                             (5,003)           (2,813)              499
Net change in unrealized appreciation (depreciation)
 of investments during the period                                 (139,658)         (596,104)          (24,752)
                                                           -----------------------------------------------------
Net increase (decrease) in net assets resulting from
 operations                                                        (56,168)         (119,917)          (29,049)

CAPITAL TRANSACTIONS
Purchase of Variable Account units                              15,221,338        13,770,714         1,395,749
Redemption of Variable Account units                              (212,455)       (1,751,048)          (22,297)
Mortality and expense charge redeemed                               66,282            67,340             4,796
Funding of subaccount by Fortis Benefits Insurance
 Company                                                                 -                 -                 -
Redemption of Fortis Benefits Insurance Company
 investment in subaccount                                                -                 -                 -
Dividend income distribution to Fortis Benefits
 Insurance Company                                                       -                 -                 -
                                                           -----------------------------------------------------
Increase (decrease) from capital transactions                   15,075,165        12,087,006         1,378,248

Net assets at beginning of period                                        -                 -                 -
                                                           -----------------------------------------------------
Net assets at end of period                                    $15,018,997       $11,967,089        $1,349,199
                                                           -----------------------------------------------------
                                                           -----------------------------------------------------

<CAPTION>


                                                            NORWEST SELECT        SCUDDER           COMBINED  
                                                             INTERMEDIATE      INTERNATIONAL        VARIABLE  
                                                               BOND FUND         PORTFOLIO           ACCOUNT  
                                                            ----------------------------------------------------
<S>                                                         <C>                <C>               <C>          
OPERATIONS
Dividend income                                                       $  -              $  -     $  34,240,125
Mortality and expense and policy advance charges
 (NOTE 4)                                                           (2,966)           (3,751)      (12,864,278)
Net realized gain (loss) on investments                               (113)           (2,393)       (3,158,871)
Net change in unrealized appreciation (depreciation)
 of investments during the period                                       51           (36,913)      (59,965,958)
                                                            ----------------------------------------------------
Net increase (decrease) in net assets resulting from
 operations                                                         (3,028)          (43,057)      (41,748,982)

CAPITAL TRANSACTIONS
Purchase of Variable Account units                                 698,986         1,033,608       327,562,703
Redemption of Variable Account units                               (13,149)          (16,178)     (141,227,431)
Mortality and expense charge redeemed                                2,966             3,751        12,864,278
Funding of subaccount by Fortis Benefits Insurance
 Company                                                                 -                 -                 -
Redemption of Fortis Benefits Insurance Company
 investment in subaccount                                                -                 -                 -
Dividend income distribution to Fortis Benefits
 Insurance Company                                                       -                 -                 -
                                                            ----------------------------------------------------
Increase (decrease) from capital transactions                      688,803         1,021,181       199,199,550

Net assets at beginning of period                                        -                 -       858,291,124
                                                            ----------------------------------------------------
Net assets at end of period                                       $685,775        $  978,124    $1,015,741,692
                                                            ----------------------------------------------------
                                                            ----------------------------------------------------

</TABLE>

 

SEE ACCOMPANYING NOTES.


15

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                            Notes to Financial Statements 

                                  December 31, 1996


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 December 31, 1996, Fortis Benefits had
approximately $91 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 $175 billion
in assets at the end of 1996.

Fortis Advisers, Inc. (a wholly-owned subsidiary of Fortis, Inc.) provides
investment management services to the Fortis Series Fund, Inc. 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 Fortis Series Fund, Inc.
portfolios to which Fortis Advisers, Inc. provided investment management
services amounted to $11,076,174, $7,819,224, and $5,839,044 in 1996, 1995 and
1994 respectively.


                                                                              16

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


1. GENERAL (CONTINUED)

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

FORTIS SERIES FUNDS, INC.

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

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

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

- -   ASSET ALLOCATION PORTFOLIO 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 PORTFOLIO SUBACCOUNT--seeks high level of current income
    by investing primarily in a diversified portfolio of government securities
    and investment grade corporate bonds.

- -   GLOBAL GROWTH PORTFOLIO SUBACCOUNT--seeks growth of capital through long-
    term capital appreciation, through ownership of equity securities,
    allocated among diverse international markets.

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

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


                                                                              17

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)



1. GENERAL (CONTINUED)

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

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

- -   VALUE SUBACCOUNT--seeks growth of capital through short and long-term
    capital appreciation. Investing in equity securities based on the "Value"
    philosophy.

- -   S & P 500 INDEX SUBACCOUNT--seeks growth of capital by replicating the
    total return of the Standard & Poor's 500 Composite Stock Price Index.

- -   BLUE CHIP STOCK SUBACCOUNT--seeks capital appreciation by investing
    primarily in large and medium-sized blue chip companies.

NORWEST SELECT FUNDS

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

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


                                                                              18

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


1. GENERAL (CONTINUED)

- -   SMALL COMPANY STOCK FUND--seeks growth of capital by investing primarily in
    the common stock of small and medium size domestic companies, in the early
    stage of development or may produce goods and services which have a
    favorable prospect for growth.

- -   INCOME EQUITY FUND--seeks income by investing primarily in the common stock
    of large domestic companies that are perceived to have above-average return
    potential based on current market valuations.

SCUDDER VARIABLE LIFE INVESTMENT

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

ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.

- -   MONEY MARKET PORTFOLIO--seeks income by investing in money market
    securities, with less than one year until maturity, and meets the objective
    of safety of principal, excellent liquidity and maximum current income to
    the extent consistent with the first two objectives.

- -   INTERNATIONAL PORTFOLIO--seeks to obtain a total return on its assets from
    long-term growth of capital principally through a broad portfolio of
    marketable securities of established foreign companies.

- -   PREMIER GROWTH PORTFOLIO--seeks growth of capital by pursuing aggressive
    investment policies. Investments will be based upon their potential for
    capital appreciation.


                                                                              19

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


1. GENERAL (CONTINUED)

SAFECO RESOURCE SERIES TRUST

- -   EQUITY PORTFOLIO--seeks long-term growth of capital and reasonable income
    by investing principally in common stocks.

- -   GROWTH PORTFOLIO--seeks growth of capital and the increased income that
    ordinarily follows from such growth.

FEDERATED INSURANCE SERIES

- -   HIGH INCOME FUND II--seek high current income, by investing primarily in a
    professionally managed, diversified portfolio of fixed income securities.

- -   UTILITY FUND II--seeks high current income and moderate capital
    appreciation, by investing primarily in a professionally managed
    diversified portfolio of equity and debt securities of utility companies.

- -   AMERICAN LEADERS FUND II--seeks long-term capital growth, by investing the
    majority of its assets in common stock of "blue chip" companies.

LEXINGTON FUNDS DISTRIBUTOR, INC.

- -   NATURAL RESOURCES TRUST--seek long-term growth of capital through
    investments primarily in common stocks of companies that own or develop
    natural resources and other basic commodities, or supply goods and services
    to such companies.

- -   EMERGING MARKETS FUND--seeks long-term growth of capital primarily through
    investment in equity securities and equivalents of companies domiciled in,
    or doing business in, emerging countries and emerging markets.


                                                                              20

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


1. GENERAL (CONTINUED)

MFS VARIABLE INSURANCE TRUST

- -   MFS EMERGING GROWTH SERIES--seeks long-term growth of capital through
    investment in common stock of companies that are early in their life cycle,
    with potential to become major enterprises.

- -   MFS HIGH INCOME SERIES--seeks high current income through investing,
    primarily in a professionally managed diversified portfolio of fixed income
    securities, some of which may involve equity features.

- -   MFS WORLD GOVERNMENTS SERIES--seeks growth of capital, with moderate
    current income through investment in a internationally diversified
    portfolio consisting primarily of debt securities and lesser extent equity
    securities

MONTGOMERY VARIABLE SERIES

- -   EMERGING MARKETS FUND--seeks long-term growth of capital primarily through
    investment in equity securities and equivalents of companies domiciled in,
    or doing business in, emerging countries and emerging markets.

- -   GROWTH FUND--seeks capital appreciation by investing at least 65% of its
    assets in the equity securities of domestic companies.

STRONG VARIABLE INSURANCE FUNDS, INC.

- -   DISCOVERY FUND II--Seeks capital growth by investing in securities that are
    believed to represent growth opportunities.

- -   GOVERNMENT SECURITIES FUND II--seeks total return by investing for a high
    level of current income with a moderate degree of share-price fluctuation.

- -   ADVANTAGE FUND II--seeks current income with a very low degree of share-
    price fluctuation, by investing primarily in ultra short-term 
    investment-grade debt obligations.


                                                                              21

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


1. GENERAL (CONTINUED)

- -   INTERNATIONAL FUND II--seeks capital growth by investing primarily in
    equity securities of issuers located outside of the United States.

TCI PORTFOLIOS, INC.

- -   TCI BALANCED--seeks capital growth and current income by investing in a
    combination of common stocks (and other equity equivalents) and fixed
    income securities.

- -   TCI GROWTH--seeks capital growth by investing in common stocks that have a
    better than average potential for appreciation.

VAN ECK WORLDWIDE INSURANCE TRUST

- -   WORLDWIDE BOND FUND--seeks high return through a flexible policy of
    investing globally, primarily in debt securities.

- -   GOLD AND NATURAL RESOURCES FUND--seeks long-term capital appreciation by
    investing in equity and debt securities of companies engaged in the
    exploration, development, production and distribution of gold and other
    natural resources, such as strategic and other metals, minerals, forest
    products, oil, natural gas and coal.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The assets of the Account are segregated from Fortis Benefits Insurance 
Company's other assets. The operations of the Account are part of Fortis 
Benefits Insurance Company. The following is a summary of significant 
accounting policies consistently followed by the Account in the preparation 
of its financial statements.

INVESTMENT VALUATION

Investments in mutual funds (the "Funds") are valued at the net asset 
(market) value per share at the close of business on December 31, 1996 as 
reported by the Fund.

                                                                              22

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INVESTMENT TRANSACTIONS

Investment Transactions are accounted for on the trade date. Realized gains and
losses on investments are determined in the basis of identified cost. Capital
gain distributions from mutual funds are recorded on the ex-dividend date and
reinvested upon receipt.

INVESTMENT INCOME

Dividend income from mutual funds is recorded on the ex-dividend date and
reinvested upon receipt.


3. INVESTMENTS

Investment in shares of the Fortis Series Funds Inc., Norwest Select Fund,
Scudder Variable Life Investment Fund, Alliance Variable Products Series Fund,
Inc., SAFECO Resource Series Trust, Federated Insurance Series, Lexington Funds
Distributor, Inc., MFS Variable Insurance Trust, Montgomery Variable Series,
Strong Variable Insurance Funds, Inc., TCI Portfolios, Inc., and Van Eck
Worldwide Insurance Trust (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 portfolio. The cost of investments sold
and redeemed is determined on 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 or
losses and unrealized appreciation or depreciation in the Funds' investments.


                                                                              23

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


3. INVESTMENTS (CONTINUED)

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

 

<TABLE>
<CAPTION>

                                                 SHARES         
                                       --------------------------     COST OF        PROCEEDS 
                                        PURCHASED        SOLD        PURCHASES      FROM SALES
                                       --------------------------------------------------------
<S>                                    <C>            <C>           <C>            <C>
YEAR ENDED DECEMBER 31, 1996
Fortis Series Fund, Inc., 
  Growth Stock Series                   1,316,877        636,480    $40,354,935    $13,497,297
  U.S. Government Securities Series       911,132      3,066,517      9,792,095     33,224,639
  Money Market Series                   4,890,211      3,484,284     53,529,569     37,298,093
  Asset Allocation Series               2,119,407      1,656,181     35,139,069     22,612,833
  Diversified Income Series               357,973      1,005,530      4,487,798     12,039,175
  Global Growth Series                  3,180,571        254,987     56,339,715      3,329,367
  Aggressive Growth Series              3,202,119        654,509     45,154,232      7,945,070
  Growth & Income Series                3,719,238        123,779     51,705,892      1,580,938
  High Yield Series                     1,460,586        365,643     14,950,454      3,677,674
  Global Asset Allocation Series        1,548,139         73,695     17,977,062        823,449
  Global Bond Series                    1,282,696        280,803     13,740,427      3,130,682
  International Stock Series            2,397,683        175,126     27,769,550      1,961,927
  Value Series                          1,110,964          3,953     11,759,449         62,431
  S & P 500 Series                      1,695,947         90,342     17,947,817        935,023
  Blue Chip Series                      1,524,910        271,863     16,093,584      2,786,613

Norwest Select Fund,                             
  ValuGrowth Fund                         348,043         25,400      4,632,105        284,976
  Intermediate Bond Fund                  323,851         64,140      3,468,748        697,755
  Small Company Stock Fund                345,221          9,976      4,107,960        120,366
  Income Equity Fund                      855,795          9,655      9,076,709         94,179

Scudder Variable Life Investment, 
  International Portfolio                  98,552          6,404      1,328,103         73,718

Alliance Variable Product Series, 
  Money Market Portfolio               29,009,905     23,518,475     29,009,905     23,518,476
  International Portfolio                 267,012        245,510      3,914,735      3,623,061
  Premier Growth Portfolio                 83,324         69,550      1,256,492      1,055,546

</TABLE>

 


                                                                              24

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


3. INVESTMENTS (CONTINUED)

 

<TABLE>
<CAPTION>

                                                 SHARES    
                                       --------------------------      COST OF       PROCEEDS 
                                        PURCHASED         SOLD        PURCHASES     FROM SALES
                                       --------------------------------------------------------
<S>                                    <C>              <C>          <C>            <C>
YEAR ENDED DECEMBER 31, 1996
 (CONTINUED)
SAFECO Resource Series, 
  Growth Portfolio                         21,412         12,345     $  441,504     $  256,130
  Equity Portfolio                          9,038              -        198,282              -

Federated Insurance Series:
  High Income Fund                        155,252         67,532      1,538,226        663,283
  Utility Fund                             90,748         74,159      1,026,928        833,792
  American Leaders Fund                    95,282         62,716      1,372,344        893,146

Lexington Funds, Inc.:
  Natural Resources Trust                 152,771         98,312      2,056,140      1,285,419
  Emerging Markets Fund                   113,436        106,965      1,131,006      1,066,087

MFS Variable Insurance Trust:
  MFS Emerging Growth Series            1,578,159      1,407,439     21,176,704     19,117,745
  MFS High Income Series                   61,750         27,858        672,340        298,912
  MFS World Government Series              25,429         21,388        262,500        220,260

Montgomery Variable Series:
  Emerging Markets Fund                    76,452         58,302        801,303        612,559
  Growth Fund                             244,447        176,044      2,961,408      2,089,319

Strong Variable Insurance Funds:
  Discovery Fund II                        29,429         21,579        321,349        238,664
  Government Securities Fund II            77,682         70,643        743,861        675,914
  Advantage Fund II                       126,607         97,506      1,277,539        980,393
  International Fund II                   426,271        397,453      4,776,591      4,457,879

TCI Portfolios, Inc.:
  TCI Balanced Fund                        81,790         72,450        651,649        539,665
  TCI Growth Fund                         151,030        144,527      1,563,734      1,481,863

Van Eck Worldwide Ins. Trust:
  Worldwide Bond Fund                       6,334          2,578         63,735         27,683
  Gold & Natural Resources Fund           146,230        118,292      2,385,593      1,928,520

</TABLE>

 

                                                                              25

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


3. INVESTMENTS (CONTINUED)

 

<TABLE>
<CAPTION>

                                                           SHARES
                                                 --------------------------     COST OF        PROCEEDS 
                                                  PURCHASED        SOLD        PURCHASES      FROM SALES
                                                 --------------------------------------------------------
<S>                                              <C>            <C>           <C>            <C>
YEAR ENDED DECEMBER 31, 1995
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 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                                             75,540            314        859,233          3,639
  Small Company Stock Fund                           38,761         94,688        392,834        968,236

Scudder Variable Life Investment:
  International Portfolio                           101,034         39,728      1,113,265        431,133

YEAR ENDED DECEMBER 31, 1994
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>

 

                                                                              26

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


3. INVESTMENTS (CONTINUED)

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


                                                                     COST OF
                                                       SHARES        SHARES
                                                  -----------------------------
YEAR ENDED DECEMBER 31, 1996
Fortis Series Fund, Inc.:
  Growth Stock Series                                  53,172    $  1,755,003
  U.S. Government Securities Series                 1,115,661      11,268,567
  Money Market Series                                 183,457       1,961,696
  Asset Allocation Series                           1,078,332      18,389,804
  Diversified Income Series                           701,215       7,814,749
  Global Growth Series                                 18,721         349,640
  Aggressive Growth Series                              9,589         130,127
  Growth & Income Series                              222,479       3,357,159
  High Yield Series                                   346,560       3,381,726
  Global Asset Allocation Series                       11,755       1,354,041
  Global Bond Series                                   81,830         900,099
  International Stock Series                          109,584       1,318,016
  Value Series                                          5,990          67,900
  S & P 500 Series                                      8,915         102,931
  Blue Chip Stock Series                                4,298          50,146

Norwest Select Fund:
  ValuGrowth Fund                                       5,666          82,203
  Intermediate Bond Fund                               24,747         266,665
  Small Company Stock Fund                             38,370         512,352
  Income Equity Fund                                    6,608          73,375

Scudder Variable Life Investment:
  International Portfolio                               3,949          47,233

Alliance Capital Management:
  Money Market Series                                 102,380         102,380
  International Series                                     88           1,304
  Premier Growth Series                                 1,734          24,242


                                                                              27

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


3. INVESTMENTS (CONTINUED)

                                                                       COST OF
                                                        SHARES         SHARES
                                                      --------------------------
YEAR ENDED DECEMBER 31, 1996 (CONTINUED)
SAFECO Resource Series:
  Growth Series                                           785       $  14,945
  Equity Series                                           810          17,950

Federated Insurance Series:
  High Income Series                                    2,069          20,894
  Utility Series                                          174           2,018
  American Leaders Series                                 244           3,741

Lexington Funds, Inc.:
  Natural Resources Trust Fund                             82           1,130
  Emerging Markets Fund                                     -               -

Massachusetts Financial Service Group:
  Emerging Growth Series                                  610           8,097
  High Income Series                                    1,972          21,440
  World Government Series                                   -               -

Montgomery Variable Funds:
  Emerging Markets Fund                                    38             391
  Growth Fund                                           3,413          41,303

Strong Variable Annuity Funds:
  Discovery II Fund                                       678           6,715
  Government Securities II Fund                           163           1,630
  Advantage II Fund                                       535           5,379
  International II Fund                                    96           1,058

American Century Investments:
  TCI Balanced Fund                                        20             140
  TCI Growth Fund                                          10             113

Van Eck World Wide Insurance Trust:
  Worldwide Bond Fund                                      44             468
  Gold & Natural Resources Fund                           215           3,629


                                                                              28

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


3. INVESTMENTS (CONTINUED)


                                                                      COST OF
                                                        SHARES        SHARES
                                                    ----------------------------
YEAR ENDED DECEMBER 31, 1995
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                               75,502         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
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


                                                                              29

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


3. INVESTMENTS (CONTINUED)

                                                                     COST OF
                                                        SHARES       SHARES
                                                   -----------------------------
YEAR ENDED DECEMBER 31, 1994 (CONTINUED)
Norwest Select Fund:
  ValuGrowth Stock Fund                                     -     $         -
  Intermediate Bond Fund                                    -               -
  Adjustable U.S. Government Reserve Fund                   -               -

Scudder Variable Life Investment Fund:
  International Portfolio                                   -               -

Fortis Benefits' investment in the subaccounts represented the following number
of shares of the Funds held and aggregate cost of amounts invested at December
31, 1996:

                                                                      COST OF
                                                        SHARES        SHARES
                                                    ----------------------------

Fortis Series Fund, Inc.:
  Global Asset Allocation Series                      294,457     $ 2,980,543
  Global Bond Series                                  505,627       5,110,208
  International Stock Series                          293,568       2,958,854
  Value Series                                         71,006         710,588
  S & P 500 Series                                    355,022       3,553,364
  Blue Chip Stock Series                              355,013       3,552,202

Norwest Select Fund:
  ValuGrowth Fund                                     112,914       1,166,340


                                                                              30

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


4. ORGANIZATIONAL EXPENSES AND OTHER CHARGES

ORGANIZATION EXPENSES

Fortis Benefits assumed all organizational expenses of the Account.

PREMIUM TAXES

Where premium taxes or similar assessments are imposed by states or other
jurisdiction 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 jurisdiction 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.

POLICY ADMINISTRATION CHARGE

A $35 annual policy administrative charge is deducted each contract year from
value of each Opportunity Variable and Masters Variable Annuity Contract or $30
for each Norwest Passage Variable and Value Advantage Plus Variable Annuity
contract on each anniversary of the contract date and 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, for the Opportunity Variable, Masters Variable and Norwest
Passage Variable Annuity Contracts.

MORTALITY AND EXPENSE RISK CHARGE

Fortis Benefits assesses each subaccount of the Opportunity Variable, Masters
Variable and Norwest Passage Variable Annuity 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. For the Value Advantage Plus Variable
Annuity the mortality and expense risk charge is assessed at an annual rate of
 .45%.


                                                                              31

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


4. ORGANIZATIONAL EXPENSES AND OTHER CHARGES (CONTINUED)

ADMINISTRATIVE CHARGE

Fortis Benefits assesses each subaccount of the Opportunity Variable and Masters
Variable Annuity a daily charge for administrative expense at annual rate of
 .10% of the net assets representing equity of contract owners held in each
subaccount. For the Norwest Passage Variable Annuity the mortality and expense
risk 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 by us more than five years prior to the
         surrender date for Opportunity Variable Annuity and Norwest Passage
         Variable Annuity and seven years for Masters Variable Annuity and 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 for Opportunity
         Variable Annuity and Norwest Passage Variable Annuity and seven years
         prior to the surrender date for Masters Variable Annuity.

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

    -    For Value Advantage Plus Variable Annuity there is no Surrender
         charge.

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 and is set at 5% during each of the first five years of the
Opportunity Variable Annuity and Norwest Passage Variable Annuity contracts, 
after which no surrender charge applies, and is set at 7% during the first 
seven years 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 $2,727,170, $2,205,945 and $1,988,863 in 1996, 1995 and 
1994, respectively.

                                                                              32

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


5. 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.


                                                                              33

<PAGE>
REPORT OF INDEPENDENT AUDITORS
 
The Board of Directors
Fortis Benefits Insurance Company
 
We  have audited  the accompanying balance  sheets of  Fortis Benefits Insurance
Company, an indirect wholly-owned subsidiary of Fortis AMEV and Fortis AG, as of
December 31, 1996  and 1995, and  the related statements  of income, changes  in
shareholder's  equity and cash flows  for each of the  three years in the period
ended December 31, 1996.  These financial statements  are the responsibility  of
the  Company's management. Our responsibility is  to express an opinion on these
financial statements based on our audits.
 
We  conducted  our  audits  in  accordance  with  generally  accepted   auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence  supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing the  accounting  principles used  and  significant estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the  financial statements referred to  above present fairly,  in
all  material  respects, the  financial  position of  Fortis  Benefits Insurance
Company at December 31, 1996 and 1995, and the results of its operations and its
cash flows for each  of three years  in the period ended  December 31, 1996,  in
conformity with generally accepted accounting principles.
 
                                                    /s/ Ernst & Young LLP
Minneapolis, MN
February 12, 1997
 
                                       24
<PAGE>
BALANCE SHEETS
FORTIS BENEFITS INSURANCE COMPANY
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                                                                             DECEMBER 31
                                                                                         --------------------
                                                                                           1996       1995
                                                                                         ---------  ---------
<S>                                                                                      <C>        <C>
ASSETS
Investments (NOTE 3):
  Fixed maturities, at fair value (amortized cost 1996--$2,078,438;
   1995--$1,951,204)...................................................................  $2,115,499 $2,075,624
  Equity securities, at fair value (cost 1996--$84,144; 1995--$60,935).................    106,290     78,852
  Mortgage loans on real estate, less allowance for possible losses (1996--$9,697;
   1995--$8,353).......................................................................    582,869    562,697
  Policy loans.........................................................................     60,722     53,863
  Short-term investments...............................................................    182,817    153,499
  Real estate and other investments....................................................     29,628     11,918
                                                                                         ---------  ---------
                                                                                         3,077,825  2,936,453
 
Cash...................................................................................     20,474          1
 
Receivables:
  Uncollected premiums.................................................................     71,386     55,992
  Reinsurance recoverable on unpaid and paid losses....................................     12,939     11,812
  Due from affiliates..................................................................         --        388
  Other................................................................................      9,045     14,581
                                                                                         ---------  ---------
                                                                                            93,370     82,773
Accrued investment income..............................................................     39,519     41,209
Deferred policy acquisition costs (NOTE 4).............................................    268,075    237,509
Property and equipment at cost, less accumulated depreciation (NOTE 5).................     52,882     60,031
Deferred federal income taxes (NOTE 7).................................................     17,008         --
Other assets...........................................................................      8,005      3,551
Assets held in separate accounts (NOTE 8)..............................................  2,374,718  1,781,485
                                                                                         ---------  ---------
TOTAL ASSETS...........................................................................  $5,951,876 $5,143,012
                                                                                         ---------  ---------
                                                                                         ---------  ---------
</TABLE>
 
                            See accompanying notes.
 
                                       25
<PAGE>
BALANCE SHEETS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                                                                             DECEMBER 31
                                                                                         --------------------
                                                                                           1996       1995
                                                                                         ---------  ---------
<S>                                                                                      <C>        <C>
POLICY RESERVES, LIABILITIES AND SHAREHOLDER'S EQUITY
POLICY RESERVES AND LIABILITIES:
  Future policy benefit reserves:
    Traditional life insurance.........................................................  $ 434,378  $ 407,706
    Interest sensitive and investment products.........................................  1,175,480  1,101,931
    Accident and health................................................................    834,119    832,925
                                                                                         ---------  ---------
                                                                                         2,443,977  2,342,562
 
  Unearned revenues....................................................................     12,622     13,044
  Other policy claims and benefits payable.............................................    191,940    196,403
  Policyholder dividends payable.......................................................      8,783      7,930
                                                                                         ---------  ---------
                                                                                         2,657,322  2,559,939
 
  Accrued expenses.....................................................................     42,223     68,441
  Current income taxes payable.........................................................     17,424      5,375
  Deferred federal income taxes (NOTE 7)...............................................         --      9,538
  Other liabilities....................................................................    104,834     31,145
  Due to affiliates....................................................................      4,926         --
  Liabilities related to separate accounts (NOTE 8)....................................  2,344,474  1,757,476
                                                                                         ---------  ---------
TOTAL POLICY RESERVES AND LIABILITIES..................................................  5,171,203  4,431,914
 
SHAREHOLDER'S EQUITY (NOTES 1, 9 AND 11):
  Common Stock, $5 par value:
  Authorized, issued and outstanding shares--1,000,000.................................      5,000      5,000
  Additional paid-in capital...........................................................    468,000    408,000
  Retained earnings....................................................................    265,613    207,421
  Unrealized gains on investments, net (NOTE 3)........................................     36,290     88,131
  Unrealized gains on assets held in separate accounts, net (NOTE 3)...................      5,770      2,546
                                                                                         ---------  ---------
TOTAL SHAREHOLDER'S EQUITY.............................................................    780,673    711,098
                                                                                         ---------  ---------
TOTAL POLICY RESERVES, LIABILITIES AND SHAREHOLDER'S EQUITY............................  $5,951,876 $5,143,012
                                                                                         ---------  ---------
                                                                                         ---------  ---------
</TABLE>
 
                            See accompanying notes.
 
                                       26
<PAGE>
FORTIS BENEFITS INSURANCE COMPANY
STATEMENTS OF INCOME
(IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                   YEAR ENDED DECEMBER 31
                                                                              ---------------------------------
                                                                                 1996        1995       1994
                                                                              ----------  ----------  ---------
<S>                                                                           <C>         <C>         <C>
REVENUES
  Insurance operations:
    Traditional life insurance premiums.....................................  $  258,496  $  251,353  $ 207,824
    Interest sensitive and investment product policy charges................      63,336      46,076     37,823
    Accident and health premiums............................................     974,046     934,900    776,799
                                                                              ----------  ----------  ---------
                                                                               1,295,878   1,232,329  1,022,446
 
  Net investment income (NOTE 3)............................................     206,023     203,537    162,514
  Net realized gains (losses) on investments (NOTE 3).......................      25,731      55,080    (28,815)
  Other income..............................................................      31,725      33,085     35,958
                                                                              ----------  ----------  ---------
      TOTAL REVENUES........................................................   1,559,357   1,524,031  1,192,103
 
BENEFITS AND EXPENSES
  Benefits to policyholders:
    Traditional life insurance..............................................     220,227     202,911    162,168
    Interest sensitive and investment products..............................      90,358      73,676     55,026
    Accident and health claims..............................................     778,439     769,588    620,367
                                                                              ----------  ----------  ---------
                                                                               1,089,024   1,046,175    837,561
 
  Policyholder dividends....................................................       4,169       4,305      1,986
  Amortization of deferred policy acquisition costs (NOTE 4)................      39,325      41,291     34,566
  Insurance commissions.....................................................      94,723      95,559     86,111
  General and administrative expenses.......................................     242,825     254,940    197,427
                                                                              ----------  ----------  ---------
      TOTAL BENEFITS AND EXPENSES...........................................   1,470,066   1,442,270  1,157,651
                                                                              ----------  ----------  ---------
  Income before federal income taxes and cumulative effect of accounting
   changes..................................................................      89,291      81,761     34,452
  Federal income taxes (NOTE 7).............................................      31,099      27,891     11,595
                                                                              ----------  ----------  ---------
  NET INCOME................................................................  $   58,192  $   53,870  $  22,857
                                                                              ----------  ----------  ---------
                                                                              ----------  ----------  ---------
</TABLE>
 
                            See accompanying notes.
 
                                       27
<PAGE>
STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
FORTIS BENEFITS INSURANCE COMPANY
(IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                    UNREALIZED       UNREALIZED
                                                                                       GAINS       GAINS ON ASSETS
                                                        ADDITIONAL                  (LOSSES) ON        HELD IN
                                             COMMON       PAID-IN     RETAINED     INVESTMENTS,       SEPARATE
                                              STOCK       CAPITAL     EARNINGS          NET         ACCOUNTS, NET     TOTAL
                                           -----------  -----------  -----------  ---------------  ---------------  ---------
<S>                                        <C>          <C>          <C>          <C>              <C>              <C>
Balance, January 1, 1994                    $   5,000    $ 345,000    $ 130,694      $  50,144        $   1,070     $ 531,908
Net income...............................          --           --       22,857             --               --        22,857
Additional paid-in capital...............          --       13,000           --             --               --        13,000
Change in unrealized losses on
 investments, net........................          --           --           --        (93,052)              --       (93,052)
Change in unrealized gain on assets held
 in separate account, net................          --           --           --             --             (516)         (516)
                                           -----------  -----------  -----------       -------           ------     ---------
Balance, December 31, 1994...............       5,000      358,000      153,551        (42,908)             554       474,197
Net income...............................          --           --       53,870             --               --        53,870
Additional paid-in capital...............          --       50,000           --             --               --        50,000
Change in unrealized gains on
 investments, net........................          --           --           --        131,039               --       131,039
Change in unrealized gain on assets held
 in separate account, net................          --           --           --             --            1,992         1,992
                                           -----------  -----------  -----------       -------           ------     ---------
Balance, December 31, 1995...............       5,000      408,000      207,421         88,131            2,546       711,098
Net income...............................          --           --       58,192             --               --        58,192
Additional paid-in capital...............          --       60,000           --             --               --        60,000
Change in unrealized gains on
 investments, net........................          --           --           --        (51,841)              --       (51,841)
Change in unrealized gain on assets held
 in separate account, net................          --           --           --             --            3,224         3,224
                                           -----------  -----------  -----------       -------           ------     ---------
Balance, December 31, 1996...............   $   5,000    $ 468,000    $ 265,613      $  36,290        $   5,770     $ 780,673
                                           -----------  -----------  -----------       -------           ------     ---------
                                           -----------  -----------  -----------       -------           ------     ---------
</TABLE>
 
                            See accompanying notes.
 
                                       28
<PAGE>
STATEMENTS OF CASH FLOWS
FIRST FORTIS LIFE INSURANCE COMPANY
(IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                  YEAR ENDED DECEMBER 31
                                                                           -------------------------------------
                                                                               1996         1995        1994
                                                                           ------------  ----------  -----------
<S>                                                                        <C>           <C>         <C>
OPERATING ACTIVITIES
  Net income.............................................................  $     58,192  $   53,870  $    22,857
  Adjustments to reconcile net income to net cash provided by operating
   activities:
    Increase in future policy benefit reserves for traditional, interest
     sensitive and accident and health policies..........................        26,193      80,478       79,014
    Increase in other policy claims and benefits and policyholder
     dividends payable...................................................        18,638      27,676       10,075
    Provision for deferred federal income taxes..........................        (1,094)    (13,584)      (2,356)
    Increase in income taxes payable.....................................        12,049       1,023        3,283
    Amortization of deferred policy acquisition costs....................        39,325      41,291       34,566
    Policy acquisition costs deferred....................................       (66,515)    (56,391)     (54,349)
    Provision for mortgage loan losses...................................         1,344         924        1,105
    Provision for depreciation...........................................        17,312      15,654       12,267
    Amortization of investment premiums (discount) net...................         1,821        (239)        (914)
    Change in receivables, accrued investment income, unearned premiums,
     accrued expenses and other liabilities..............................        38,614       3,427      (36,650)
    Net realized (gains) losses on investments...........................       (25,731)    (55,080)      28,815
    Other................................................................          (261)     (2,431)        (135)
                                                                           ------------  ----------  -----------
        NET CASH PROVIDED BY OPERATING ACTIVITIES........................       119,887      96,618       97,578
 
INVESTING ACTIVITIES
  Purchases of fixed maturity investments................................    (2,778,352) (2,151,133)  (1,943,697)
  Sales or maturities of fixed maturity investments......................     2,652,887   2,000,068    1,798,184
  Increase in short-term investments.....................................       (29,318)    (35,908)     (44,266)
  Purchases of other investments.........................................      (210,182)   (240,264)    (211,836)
  Sales of other investments.............................................       163,569     112,598      104,399
  Purchases of property and equipment....................................       (10,992)    (19,975)     (16,164)
  Purchase of group insurance business...................................            --          --       (6,644)
  Other..................................................................            --       1,229          500
                                                                           ------------  ----------  -----------
        NET CASH USED IN INVESTING ACTIVITIES............................      (212,388)   (333,385)    (319,524)
 
FINANCING ACTIVITIES
  Activities related to investment products:
    Considerations received..............................................       128,446     187,484      200,499
    Surrenders and death benefits........................................      (125,274)    (60,522)     (19,207)
    Interest credited to policyholders...................................        49,802      48,918       31,867
  Additional paid-in capital from shareholder............................        60,000      50,000       13,000
                                                                           ------------  ----------  -----------
        NET CASH PROVIDED BY FINANCING ACTIVITIES........................       112,974     225,880      226,159
                                                                           ------------  ----------  -----------
  Increase (decrease) in cash............................................        20,473     (10,887)       4,213
        CASH AT BEGINNING OF YEAR........................................             1      10,888        6,675
                                                                           ------------  ----------  -----------
        CASH AT END OF YEAR..............................................  $     20,474  $        1  $    10,888
                                                                           ------------  ----------  -----------
                                                                           ------------  ----------  -----------
</TABLE>
 
                            See accompanying notes.
 
                                       29
<PAGE>
NOTES TO FINANCIAL STATEMENTS
FORTIS BENEFITS INSURANCE COMPANY
 
DECEMBER 31, 1996
 
1.  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
 
Fortis  Benefits  Insurance Company  (the Company)  is an  indirect wholly-owned
subsidiary of  Fortis  AMEV  and  Fortis AG.  The  Company  is  incorporated  in
Minnesota  and distributes its products in all  states except New York. To date,
the majority of  the Company's revenues  have been derived  from group  employee
benefits products and the remainder from individual life and annuity products.
 
RECOGNITION OF REVENUES AND POLICY RESERVES AND LIABILITIES
 
The  Company follows  generally accepted  accounting principles  which differ in
certain respects from statutory accounting practices prescribed or permitted  by
regulatory authorities. The more significant of these principles are:
 
    Premiums  for traditional life insurance are recognized as revenues when due
    over the  premium-paying period.  Reserves for  future policy  benefits  are
    computed using the net level method and include investment yield, mortality,
    withdrawal,  and  other  assumptions  based  on  the  Company's  experience,
    modified  as  necessary  to  reflect  anticipated  trends  and  to   include
    provisions for possible unfavorable deviations.
 
    Revenues  for interest sensitive and  investment products consist of charges
    assessed against policy account balances during  the period for the cost  of
    insurance,  policy  administration,  and  surrender  charges.  Future policy
    benefit reserves are  computed under  the retrospective  deposit method  and
    consist  of  policy account  balances  before applicable  surrender charges.
    Policy benefits charged to expense during the period include amounts paid in
    excess of policy account  balances and interest  credited to policy  account
    balances.  Interest credit rates for  universal life and investment products
    ranged from 6.2% to 7% and 4% to 7.8% in 1996 and 1995, respectively.
 
    Premiums for accident and health insurance products, including medical, long
    and short-term disability  and dental insurance  products are recognized  as
    revenues ratably over the contract period in proportion to the risk insured.
    Reserves  for future disability benefits are based on the 1964 Commissioners
    Disability Table at 6% interest.  Calculated reserves are modified based  on
    the  Company's actual experience.  Other policy claims  and benefits payable
    for reported  and  incurred  but  not reported  claims  and  related  claims
    adjustment  expenses  are  determined using  case-basis  estimates  and past
    experience. The  methods  of  making such  estimates  and  establishing  the
    related  liabilities are  continually reviewed and  updated. Any adjustments
    resulting therefrom are reflected in income currently.
 
DEFERRED POLICY ACQUISITION COSTS
 
The costs of acquiring new business, which vary with and are directly related to
the production  of new  business  are deferred  to  the extent  recoverable  and
amortized.  For traditional  life insurance  products, such  costs are amortized
over the premium paying period. For interest sensitive and investment  products,
such  costs  are amortized  in relation  to expected  future gross  profits. For
accident and health and group life insurance products, these costs represent the
present value at the acquisition of these lines in the October 1, 1991  purchase
(see  Note 2) of future profits which are amortized against the expected premium
revenues of the lines acquired.  These amortization periods require  significant
management  judgment and are reviewed continually. As excess amounts of deferred
costs over future premiums or gross profits are identified, such excess  amounts
are expensed.
 
INVESTMENTS
 
The  Company's investment strategy is developed  based on many factors including
insurance liability  matching,  rate  of  return,  maturity,  credit  risk,  tax
considerations and regulatory requirements.
 
All  fixed maturity investments are classified as available-for-sale and carried
at fair value.  That determination is  made at  the time of  each purchase  and,
prospectively, is reevaluated as of each balance sheet date.
 
Changes  in fair values of available-for-sale securities, after related deferred
income taxes and after adjustment for the changes in pattern of amortization  of
deferred  policy acquisition costs and participating policyholder dividends, are
reported directly  in  shareholder's  equity as  unrealized  gains  (losses)  on
investments  and, accordingly, have no effect on  net income. The offsets to the
unrealized appreciation or depreciation represent adjustments of deferred policy
acquisition cost amortization and policyholder dividends payable that would have
been required as a charge or credit  to income had such unrealized amounts  been
realized.
 
Mortgage loans constitute first liens on commercial real estate and other income
producing properties. The insurance statutes in Minnesota generally require that
the  initial  principal loaned  not exceed  80%  of the  appraised value  of the
property securing  the  loan. The  Company's  policy fully  complies  with  this
statute.  Mortgage loans on real estate are reported at unpaid balance, adjusted
for amortization of premium or discount, less allowance for possible losses. The
change in the allowance for possible losses is recorded with realized gains  and
losses on investments. Policy loans are reported at unpaid balance.
 
Realized  gains and losses on sales of investments, and declines in value judged
to be other-than-temporary, are recognized on the specific identification basis.
Investment income is recorded as earned.
 
PROPERTY AND EQUIPMENT
 
Property and equipment are recorded  at cost less accumulated depreciation.  The
Company  provides for depreciation principally  on the straight-line method over
the estimated useful lives of the related property.
 
                                       30
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
1.  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
INCOME TAXES
 
Income taxes have been  provided using the liability  method in accordance  with
Financial  Accounting  Standards Board  ("FASB")  Statement 109,  ACCOUNTING FOR
INCOME TAXES. Deferred tax  assets and liabilities are  determined based on  the
differences  between the financial reporting and  the tax bases and are measured
using the enacted tax rates.
 
SEPARATE ACCOUNTS
 
Assets and liabilities associated with  separate accounts relate to premium  and
annuity  considerations for  variable life  and annuity  products for  which the
contract holder, rather than  the Company, bears  the investment risk.  Separate
account assets are reported at fair value.
 
GUARANTY FUND ASSESSMENTS
 
The economy and other factors have caused an increase in the number of insurance
companies that are under regulatory supervision. This circumstance may result in
an  increase in  assessments by state  guaranty funds, or  voluntary payments by
solvent insurance companies, to  cover losses to  policyholders of insolvent  or
rehabilitated  companies.  Mandatory  assessments  can  be  partially  recovered
through a reduction in future premium taxes  in some states. The Company is  not
able  to reasonably estimate  the impact of future  assessments on its financial
position but does not believe that the impact will be material.
 
USE OF ESTIMATES
 
The preparation of  financial statements in  conformity with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
 
RECLASSIFICATIONS
 
Certain amounts in the 1995 and 1994 financial statements have been reclassified
to conform to the 1996 presentation.
 
2.  ACQUIRED BUSINESS
    In  1991,  the  company  purchased   certain  assets  and  assumed   certain
liabilities  from The  Mutual Benefit  Life Insurance  Company in Rehabilitation
(MBL). The  seller  transferred  to  the Company,  the  assets  and  liabilities
relating to the group life, accident and health, disability and dental insurance
business  of MBL. The acquisition was accounted  for as a purchase. The original
purchase price  of  the  acquisition  was  $318,000,000.  Subsequent  additional
payments  of $20,850,000 were made ending in 1994. These additional payments, as
well as $126,515,000 of the original purchase price represent the present  value
of  future profits on the lines of  business acquired at the date of acquisition
and have been accounted for as deferred policy acquisition costs (see Note 4).
 
3.  INVESTMENTS
AVAILABLE FOR SALE SECURITIES
 
The following is a summary of the available for sale securities (in thousands):
 
<TABLE>
<CAPTION>
                                                               GROSS        GROSS
                                                 AMORTIZED  UNREALIZED   UNREALIZED     FAIR
                                                   COST        GAIN         LOSS        VALUE
                                                 ---------  -----------  -----------  ---------
<S>                                              <C>        <C>          <C>          <C>
December 31, 1996:
  Fixed income securities:
  Governments..................................  $ 321,574   $   3,418    $   1,323   $ 323,669
  Public utilities.............................     92,116       2,758          403      94,471
  Industrial and miscellaneous.................  1,656,420      38,413        6,527   1,688,306
  Other........................................      8,328         750           25       9,053
                                                 ---------  -----------  -----------  ---------
  Total fixed income securities................  2,078,438      45,339        8,278   2,115,499
  Equity securities............................     84,144      23,340        1,194     106,290
                                                 ---------  -----------  -----------  ---------
    Total......................................  $2,162,582  $  68,679    $   9,472   $2,221,789
                                                 ---------  -----------  -----------  ---------
                                                 ---------  -----------  -----------  ---------
December 31, 1995:
Fixed income securities:
  Governments..................................  $ 453,406   $  36,938    $     142   $ 490,202
  Public utilities.............................     55,793       4,617           --      60,410
  Industrial and miscellaneous.................  1,420,374      82,705        1,282   1,501,797
  Other........................................     21,631       1,586            2      23,215
                                                 ---------  -----------  -----------  ---------
  Total fixed income securities................  1,951,204     125,846        1,426   2,075,624
  Equity securities............................     60,935      20,321        2,404      78,852
                                                 ---------  -----------  -----------  ---------
    Total......................................  $2,012,139  $ 146,167    $   3,830   $2,154,476
                                                 ---------  -----------  -----------  ---------
                                                 ---------  -----------  -----------  ---------
</TABLE>
 
                                       31
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
3.  INVESTMENTS (CONTINUED)
The amortized cost  and fair  value of available-for-sale  investments in  fixed
maturities  at December 31,  1996, by contractual maturity,  are shown below (in
thousands). Expected maturities will differ from contractual maturities  because
borrowers  may have the right to call or prepay obligations with or without call
or prepayment penalties.
 
<TABLE>
<CAPTION>
                                                                        AMORTIZED    FAIR
                                                                          COST       VALUE
                                                                        ---------  ---------
<S>                                                                     <C>        <C>
Due in one year or less...............................................  $  57,745  $  57,849
Due after one year through five years.................................    576,951    588,257
Due after five years through ten years................................    666,892    675,262
Due after ten years...................................................    776,850    794,131
                                                                        ---------  ---------
Total.................................................................  $2,078,438 $2,115,499
                                                                        ---------  ---------
                                                                        ---------  ---------
</TABLE>
 
MORTGAGE LOANS
 
The  Company  has  issued  commercial  mortgage  loans  on  properties   located
throughout  the  United States.  Approximately 36%  of outstanding  principal is
concentrated in the  states of California,  Texas and New  York at December  31,
1996  as compared to concentrated interests  in California, Florida and New York
of 35% at December 31, 1995. Loan commitments outstanding totaled $6,141,000  at
December 31, 1996.
 
In  May 1993, FASB issued Statement 114, ACCOUNTING FOR CREDITORS FOR IMPAIRMENT
OF A LOAN, which became effective for fiscal years beginning after December  15,
1994,  and  which  the Company  adopted  in  1995. Statement  114  requires that
impaired loans are to  be valued at  the present value  of expected future  cash
flows  discounted  at the  loan's effective  interest rate,  or, as  a practical
expedient, at the loan's  observable market price, or  the fair market value  of
the  collateral if the loan is collateral  dependent. The impact of adoption was
not material to the Company's financial position or operating results.
 
INVESTMENTS ON DEPOSIT
 
The Company  had  fixed  maturities  carried at  $2,537,000  and  $2,385,000  at
December  31, 1996 and 1995, respectively,  on deposit with various governmental
authorities as required by law.
 
NET UNREALIZED GAINS (LOSSES)
 
The adjusted net unrealized gains (losses) recorded in shareholder's equity  for
the year ended December 31 were as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                       1996       1995       1994
                                                                     ---------  ---------  ---------
<S>                                                                  <C>        <C>        <C>
Change in unrealized gains before adjustments......................  $ (83,065) $ 214,452  $(155,923)
Adjustments:
Decrease (increase) in amortization of deferred policy acquisition
 costs.............................................................      3,376     (9,789)     9,288
Participating policyholders' share of earnings.....................         --         --      2,684
Deferred income taxes..............................................     31,072    (71,632)    50,383
                                                                     ---------  ---------  ---------
Change in net unrealized gains (losses)............................    (48,617)   133,031    (93,568)
Net unrealized gains (losses), beginning of year...................     90,677    (42,354)    51,214
                                                                     ---------  ---------  ---------
Net unrealized gains (losses), end of year.........................  $  42,060  $  90,677  $ (42,354)
                                                                     ---------  ---------  ---------
                                                                     ---------  ---------  ---------
</TABLE>
 
                                       32
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
3.  INVESTMENTS (CONTINUED)
NET INVESTMENT INCOME AND NET REALIZED GAINS (LOSSES) ON INVESTMENTS
 
Major  categories  of  net  investment income  and  realized  gains  (losses) on
investments for each year were as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                       1996       1995       1994
                                                                     ---------  ---------  ---------
<S>                                                                  <C>        <C>        <C>
NET INVESTMENT INCOME
Fixed maturities...................................................  $ 141,973  $ 139,062  $ 119,668
Equity securities..................................................      6,682      2,026      1,937
Mortgage loans on real estate......................................     52,949     49,227     36,816
Policy loans.......................................................      3,195      2,797      2,731
Short-term investments.............................................      5,175     11,863      4,671
Real estate and other investments..................................      5,358      4,750      2,138
                                                                     ---------  ---------  ---------
                                                                       215,332    209,725    167,961
Expenses...........................................................     (9,309)    (6,188)    (5,447)
                                                                     ---------  ---------  ---------
                                                                     $ 206,023  $ 203,537  $ 162,514
                                                                     ---------  ---------  ---------
                                                                     ---------  ---------  ---------
NET REALIZED GAINS (LOSSES) ON INVESTMENTS
Fixed maturities...................................................  $   3,334  $  50,393  $ (27,854)
Equity securities..................................................     18,281      2,830      1,352
Mortgage loans on real estate......................................       (144)      (242)    (2,992)
Policy loans.......................................................         --         --         --
Short-term investments.............................................         57         (3)       (60)
Real estate and other investments..................................      4,203      2,102        739
                                                                     ---------  ---------  ---------
                                                                     $  25,731  $  55,080  $ (28,815)
                                                                     ---------  ---------  ---------
                                                                     ---------  ---------  ---------
</TABLE>
 
Proceeds from  sales of  investments in  fixed maturities  were  $2,652,887,000,
$2,000,068,000  and $1,798,185,000 in  1996, 1995 and  1994, respectively. Gross
gains  of  $28,606,000,  $61,070,000  and   $16,618,000  and  gross  losses   of
$25,272,000,  $10,677,000 and  $44,472,000 were realized  on the  sales in 1996,
1995 and 1994, respectively.
 
4.    DEFERRED POLICY ACQUISITION COSTS
    The changes in deferred policy acquisition costs by product were as  follows
(in thousands):
 
<TABLE>
<CAPTION>
                                                                 INTEREST
                                                               SENSITIVE AND
                                                 TRADITIONAL    INVESTMENT      ACCIDENT
                                                    LIFE         PRODUCTS      AND HEALTH     TOTAL
                                                 -----------  ---------------  -----------  ---------
<S>                                              <C>          <C>              <C>          <C>
Balance January 1, 1995........................   $  49,910      $ 141,309      $  40,979   $ 232,198
Acquisition costs deferred.....................          --         56,391             --      56,391
Acquisition costs amortized....................     (11,378)       (17,071)       (12,842)    (41,291)
Additional amortization of deferred acquisition
 costs from unrealized gains on
 available-for-sale securities                           --         (9,789)            --      (9,789)
                                                 -----------  ---------------  -----------  ---------
Balance December 31, 1995......................      38,532        170,840         28,137     237,509
Acquisition costs deferred.....................          --         66,515             --      66,515
Acquisition costs amortized....................      (5,375)       (19,695)       (14,255)    (39,325)
Reduced amortization of deferred acquisition
 costs from unrealized gains on
 available-for-sale securities.................          --          3,376             --       3,376
                                                 -----------  ---------------  -----------  ---------
Balance December 31, 1996......................   $  33,157      $ 221,036      $  13,882   $ 268,075
                                                 -----------  ---------------  -----------  ---------
                                                 -----------  ---------------  -----------  ---------
</TABLE>
 
Included  within total deferred policy acquisition costs at December 31, 1996 is
$27,914,000 of present value of future profits (PVP) resulting from acquisitions
accounted for as a purchase. The estimated amount of PVP to be amortized  during
each   of  the   next  two  years   is  as  follows:   1997--  $17,478,000;  and
1998--$10,436,000.
 
During 1996,  1995  and  1994,  the Company  sold  portions  of  its  investment
portfolio  and  in accordance  with FASB  Statement 97,  the recognition  of the
realized capital (losses) gains resulted in (reduced) additional amortization of
acquisition  costs   deferred   of  $1,894,000,   $4,825,000   and   $(935,000),
respectively. In addition, the Company recorded (reduced) policyholder dividends
payable of $1,095,000 in 1995 and $(761,000) in 1994.
 
                                       33
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
5.  PROPERTY AND EQUIPMENT
    A summary of property and equipment at December 31 for each year follows (in
thousands):
 
<TABLE>
<CAPTION>
                                                                                1996       1995
                                                                              ---------  ---------
<S>                                                                           <C>        <C>
Land........................................................................  $   1,900  $   1,900
Building and improvements...................................................     25,133     23,319
Furniture and equipment.....................................................     95,370     85,592
                                                                              ---------  ---------
                                                                                122,403    110,811
Less accumulated depreciation...............................................    (69,521)   (50,780)
Net property and equipment..................................................  $  52,882  $  60,031
                                                                              ---------  ---------
                                                                              ---------  ---------
</TABLE>
 
6.  ACCIDENT AND HEALTH RESERVES
    Activity  for the liability for unpaid accident and health claims and claims
adjustment expenses is summarized as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                         YEAR ENDED DECEMBER 31
                                                                     -------------------------------
                                                                       1996       1995       1994
                                                                     ---------  ---------  ---------
<S>                                                                  <C>        <C>        <C>
Balance as of January 1, net of reinsurance recoverables...........  $ 928,832  $ 838,810  $ 806,538
Add: Incurred losses related to:
  Current year.....................................................    865,907    827,261    656,052
  Prior years......................................................    (64,094)   (28,520)   (58,218)
                                                                     ---------  ---------  ---------
    Total incurred losses..........................................    801,813    798,741    597,834
Deduct: Paid losses related to:
  Current year.....................................................    549,144    492,460    377,595
  Prior years......................................................    233,790    216,259    187,967
                                                                     ---------  ---------  ---------
    Total paid losses..............................................    782,934    708,719    565,562
                                                                     ---------  ---------  ---------
Balance as of December 31, net of reinsurance recoverables.........  $ 947,711  $ 928,832  $ 838,810
                                                                     ---------  ---------  ---------
                                                                     ---------  ---------  ---------
</TABLE>
 
The table above compares  to the amounts  reported on the  balance sheet in  the
following  respects: (1) the  table above is presented  net of ceded reinsurance
and the accident and health reserves reported on the balance sheet are gross  of
ceded  reinsurance;  (2)  the  table above  includes  claims  adjustment expense
liabilities that are included in accrued expenses on the balance sheet; and  (3)
the table above includes accident and health benefits payable which are included
with other policy claims and benefits payable reported on the balance sheet.
 
In  each of the years presented above, the accident and health insurance line of
business  experienced   overall  favorable   development  on   claims   reserves
established  as of the previous year end. The favorable development was a result
of lower  medical  costs due  to  less uncertainty  in  the health  business,  a
reduction  of  loss reserves  which  considered historically  high  inflation in
medical costs and, in 1994, a refinement in the claims reserve estimates.
 
7.  FEDERAL INCOME TAXES
    The Company reports its taxable income in a consolidated federal income  tax
return  along  with other  affiliated subsidiaries  of  Fortis, Inc.  Income tax
expense or credits are allocated  among the affiliated subsidiaries by  applying
corporate  income tax rates to  taxable income or loss  determined on a separate
return basis according to a Tax Allocation Agreement.
 
Deferred income  taxes reflect  the  net tax  effects of  temporary  differences
between the basis of assets and liabilities for financial statement purposes and
for income tax purposes.
 
                                       34
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
7.  FEDERAL INCOME TAXES (CONTINUED)
The  significant components of the Company's deferred tax liabilities and assets
as of December 31, 1996 and 1995 are as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                                1996       1995
                                                                              ---------  ---------
<S>                                                                           <C>        <C>
Deferred tax assets:
  Reserves..................................................................  $  51,271  $  54,346
  Separate account assets/liabilities.......................................     40,989     34,386
  Unrealized losses.........................................................      2,648         --
  Accrued liabilities.......................................................      8,439     13,781
  Claims and benefits payable...............................................      7,764      2,626
  Other.....................................................................      1,549        123
                                                                              ---------  ---------
    Total deferred tax assets...............................................    112,660    105,262
 
Deferred tax liabilities:
  Other.....................................................................      2,348         --
  Unrealized gains..........................................................     20,402     48,826
  Deferred policy acquisition costs.........................................     67,850     60,930
  Investments...............................................................      1,942         --
  Fixed assets..............................................................      3,110      5,044
                                                                              ---------  ---------
    Total deferred tax liabilities..........................................     95,652    114,800
                                                                              ---------  ---------
    Net deferred tax asset (liability)......................................  $  17,008  $  (9,538)
                                                                              ---------  ---------
                                                                              ---------  ---------
</TABLE>
 
The Company is required  to establish a valuation  allowance for any portion  of
the  deferred tax asset  that management believes  will not be  realized. In the
opinion of management, it is more likely than not that the Company will  realize
the  benefit  of the  deferred  tax assets,  and,  therefore, no  such valuation
allowance has been established.
 
The Company's tax expense (credit)  for the year ended  December 31 is shown  as
follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                         1996       1995       1994
                                                                       ---------  ---------  ---------
<S>                                                                    <C>        <C>        <C>
Current..............................................................  $  32,193  $  39,660  $  15,046
Deferred.............................................................     (1,094)   (11,769)    (3,451)
                                                                       ---------  ---------  ---------
                                                                       $  31,099  $  27,891  $  11,595
                                                                       ---------  ---------  ---------
                                                                       ---------  ---------  ---------
</TABLE>
 
Federal Income tax payments and refunds resulted in net payments of $16,434,000,
$40,453,000 and $10,351,000 in 1996, 1995 and 1994, respectively.
 
The Company's effective income tax rate varied from the statutory federal income
tax rate as follows:
 
<TABLE>
<CAPTION>
                                                                         1996       1995       1994
                                                                       ---------  ---------  ---------
<S>                                                                    <C>        <C>        <C>
Statutory income tax rate............................................      35.0%      35.0%      35.0%
Tax audit provision..................................................         --         --        0.8
Other, net...........................................................        (.2)      (0.9)      (2.1)
                                                                       ---------  ---------  ---------
                                                                           34.8%      34.1%      33.7%
                                                                       ---------  ---------  ---------
                                                                       ---------  ---------  ---------
</TABLE>
 
8.  ASSETS HELD IN SEPARATE ACCOUNTS
    Separate account assets at December 31 were as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                              1996       1995
                                                                            ---------  ---------
<S>                                                                         <C>        <C>
Premium and annuity considerations for the variable annuity products and
 variable universal life product for which the contract holder, rather
 than the Company, bears the investment risk..............................  $2,344,474 $1,757,476
Assets of the separate accounts owned by the Company, at fair value.......     30,244     24,009
                                                                            ---------  ---------
                                                                            $2,374,718 $1,781,485
                                                                            ---------  ---------
                                                                            ---------  ---------
</TABLE>
 
                                       35
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
9.  STATUTORY ACCOUNTING PRACTICES
    Reconciliations  of  net income  and shareholder's  equity  on the  basis of
statutory accounting  to  the  related amounts  presented  in  the  accompanying
statements were as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                            NET INCOME             SHAREHOLDER'S EQUITY
                                                  -------------------------------  --------------------
                                                    1996       1995       1994       1996       1995
                                                  ---------  ---------  ---------  ---------  ---------
<S>                                               <C>        <C>        <C>        <C>        <C>
Based on statutory accounting practices.........  $  55,046  $  30,576  $  49,759  $ 482,507  $ 377,040
Deferred policy acquisition costs...............     27,190     15,100     19,783    268,075    237,509
Investment valuation differences................     (1,600)       330        370     31,326    114,413
Policy reserves.................................    (19,505)   (29,238)   (25,213)  (131,159)  (114,259)
Current income taxes payable....................     (1,292)    (1,294)        --     (7,895)    (7,895)
Deferred income taxes...........................      1,094     11,769      2,356     17,008     (9,538)
Realized gains (losses) on investments..........        264      1,938     (1,052)        --         --
Realized gains (losses) transferred to the
 Interest Maintenance Reserve (IMR), net of
 tax............................................      2,335     31,711    (18,456)        --         --
Amortization of IMR, net of tax.................     (6,130)    (5,261)    (5,479)        --         --
Property and equipment..........................         --         --         --     20,481     27,172
Interest maintenance reserve....................         --         --         --     50,019     53,814
Asset valuation reserve.........................         --         --         --     62,961     48,507
Other, net......................................        790     (1,761)       789    (12,650)   (15,665)
                                                  ---------  ---------  ---------  ---------  ---------
As reported herein..............................  $  58,192  $  53,870  $  22,857  $ 780,673  $ 711,098
                                                  ---------  ---------  ---------  ---------  ---------
                                                  ---------  ---------  ---------  ---------  ---------
</TABLE>
 
10. REINSURANCE
    The  maximum amount that the Company retains  on any one life is $500,000 of
life insurance including  accidental death.  Amounts in excess  of $500,000  are
reinsured with other life insurance companies on a yearly renewable term basis.
 
Ceded  reinsurance premiums for the  year ended December 31  were as follows (in
thousands):
 
<TABLE>
<CAPTION>
                                                                           1996       1995       1994
                                                                         ---------  ---------  ---------
<S>                                                                      <C>        <C>        <C>
Life insurance.........................................................  $   8,680  $   4,661  $   5,571
Accident and health insurance..........................................      6,793      3,410     36,782
                                                                         ---------  ---------  ---------
                                                                         $  15,473  $   8,071  $  42,353
                                                                         ---------  ---------  ---------
                                                                         ---------  ---------  ---------
</TABLE>
 
Recoveries under reinsurance contracts  for the year ended  December 31 were  as
follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                          1996       1995       1994
                                                                        ---------  ---------  ---------
<S>                                                                     <C>        <C>        <C>
Life insurance........................................................  $   7,225  $   2,489  $   1,650
Accident and health insurance.........................................      5,993      8,807     19,913
                                                                        ---------  ---------  ---------
                                                                        $  13,218  $  11,296  $  21,563
                                                                        ---------  ---------  ---------
                                                                        ---------  ---------  ---------
</TABLE>
 
Reinsurance  ceded would  become a  liability of  the Company  in the  event the
reinsurers are  unable to  meet the  obligations assumed  under the  reinsurance
agreements.  To  minimize its  exposure to  significant losses  from reinsurance
insolvencies, the Company  evaluates the financial  condition of its  reinsurers
and  monitors  concentrations of  credit  risk arising  from  similar geographic
regions, activities or economic characteristics of the reinsurers.
 
11. STATUTORY INFORMATION
    Dividend distributions  to  parent are  restricted  as to  amount  by  state
regulatory requirements. The Company had $47,728,000 free from such restrictions
at  December  31, 1996.  Distributions in  excess of  this amount  would require
regulatory approval.
 
Statutory-basis financial statements are prepared in accordance with  accounting
practices prescribed or permitted by Minnesota Insurance regulatory authorities.
Prescribed  statutory accounting practices include  a variety of publications of
the National Association of Insurance  Commissioners ("NAIC"), as well as  state
laws,   regulations  and  general   administrative  rules.  Permitted  statutory
accounting practices encompass all accounting practices not so prescribed;  such
practices  may differ form  state to state,  may differ from  company to company
within a state,  and may  change in  the future. The  NAIC is  currently in  the
process  of codifying statutory accounting practices. This project, which is not
expected to be completed  before 1998, may result  in changes to the  accounting
practices  that  insurance  enterprises  use  to  prepare  their statutory-basis
financial statements.
 
Insurance enterprises are required by  State Insurance Departments to adhere  to
minimum  risk-based capital ("RBC")  requirements developed by  the NAIC. All of
the Company's insurance subsidiaries exceed minimum RBC requirements.
 
                                       36
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
12. TRANSACTIONS WITH AFFILIATED COMPANIES
    The Company  receives  various services  from  Fortis, Inc.  These  services
include   assistance  in  benefit   plan  administration,  corporate  insurance,
accounting, tax, auditing,  investment and other  administrative functions.  The
fees  paid to Fortis, Inc.  for these services for  the years ended December 31,
1996, 1995 and 1994, were $13,319,000, $10,074,000 and $8,944,000, respectively.
 
In conjunction with the marketing of its variable annuity products, the  Company
paid  $68,616,000, $59,308,000 and $57,307,000, in commissions to its affiliate,
Fortis Investors, Inc.  for the years  ended December 31,  1996, 1995 and  1994,
respectively.
 
13. FAIR VALUE DISCLOSURES
 
VALUATION METHODS AND ASSUMPTIONS
 
Investments  are reported  in the accompanying  balance sheets  on the following
basis:
 
    The fair  values for  fixed maturity  securities and  equity securities  are
    based   on  quoted  market  prices,  where  available.  For  fixed  maturity
    securities not  actively  traded, fair  values  are estimated  using  values
    obtained  from  independent  pricing services  or,  in the  case  of private
    placements, are estimated by discounting expected future cash flows using  a
    current market rate applicable to the yield, credit quality, and maturity of
    the investments.
 
    Mortgage  loans are reported at unpaid principal balance less allowances for
    possible losses.  The fair  values  of mortgage  loans are  estimated  using
    discounted  cash flow analyses, using interest rates currently being offered
    for similar  loans to  borrowers  with similar  credit ratings.  Loans  with
    similar characteristics are aggregated for purposes of the calculations. The
    fair  values for the Company's policy reserves under the investment products
    are determined using cash surrender value.
 
    The fair values under all  insurance contracts are taken into  consideration
    in  the Company's  overall management of  interest rate risk,  such that the
    Company's exposure  to  changing interest  rates  is minimized  through  the
    matching   of  investment  maturities  with   amounts  due  under  insurance
    contracts.
 
<TABLE>
<CAPTION>
                                                                             DECEMBER 31
                                                              ------------------------------------------
                                                                      1996                  1995
                                                              --------------------  --------------------
                                                              CARRYING     FAIR     CARRYING     FAIR
                                                               AMOUNT      VALUE     AMOUNT      VALUE
                                                              ---------  ---------  ---------  ---------
<S>                                                           <C>        <C>        <C>        <C>
Assets:
  Investments:
    Securities available-for-sale:
      Fixed maturities......................................  $2,115,499 $2,115,499 $2,075,624 $2,075,624
      Equity securities.....................................    106,290    106,290     78,852     78,852
      Mortgage loans on real estate.........................    582,869    614,555    562,697    605,501
  Policy loans..............................................     60,722     60,722     53,863     53,863
  Short-term investments....................................    182,817    182,817    153,499    153,499
  Cash......................................................     20,474     20,474          1          1
  Assets held in separate accounts..........................  2,371,601  2,371,601  1,781,485  1,781,485
Liabilities:
  Individual and group annuities (subject to discretionary
   withdrawal)..............................................  $ 916,754  $ 886,110  $ 865,623  $ 834,621
</TABLE>
 
14. COMMITMENTS AND CONTINGENCIES
    The Company is named  as a defendant  in a number  of legal actions  arising
primarily  from claims  made under insurance  policies. These  actions have been
considered in establishing policy benefit and loss reserves. Management and  its
legal  counsel are of the opinion that  the settlement of these actions will not
have a material adverse effect on the Company's financial position or results of
operations.
 
15. RETIREMENT AND OTHER EMPLOYEE BENEFITS
    The Company participates in the Fortis, Inc. noncontributory defined benefit
pension plan covering substantially all of its employees. Benefits are based  on
years  of service and the employee's  compensation during such years of service.
Fortis, Inc. is not  able to segregate Company  specific benefit obligations  or
plan  assets. On an aggregate basis, the  fair value of plan assets exceeded the
accumulated benefit obligations as of December 31, 1996.
 
The Company has a profit sharing plan covering substantially all employees which
provides benefits payable  to participants  on retirement or  disability and  to
beneficiaries  of  participants in  event  of the  participant's  death. Amounts
contributed to the plan and expensed by the Company were $3,913,000,  $3,765,000
and $3,536,000 in 1996, 1995 and 1994, respectively.
 
                                       37
<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,
1996 was 3.75%.

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,
1996 was 3.82%.

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:


                    
                  2 [(((A-B)/CD+1)to the 6th)-1]
                    

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, 1996.

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

     Norwest Intermediate Bond Fund      . . . . . . . . . .   4.50%
     

                                       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>


SUBACCOUNT                                      ONE-YEAR            FIVE-YEAR          COMMENCEMENT OF
                                              PERIOD ENDED         PERIOD ENDED         SUBACCOUNT (1) TO
                                               DEC. 31, 1996      DEC. 31, 1996(1)       DEC. 31, 1996
                                               -------------      ----------------      -----------------
<S>                                           <C>                 <C>                   <C>
Norwest Income Equity Stock Fund                    N/A                 N/A                    N/A
Norwest Intermediate Bond Fund                    0.92%                 N/A                  5.65%
Norwest ValuGrowth Stock Fund                    18.53%                 N/A                 14.31%
Norwest Small Company Stock Fund                 29.75%                 N/A                 26.94%
Fortis Growth Stock Series                       14.79%                 N/A                 16.31%
Fortis Global Growth Series                      17.44%                 N/A                 18.02%
Scudder International
 Class A Shares Portfolio                        13.18%                 N/A                  7.66%
</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>


SUBACCOUNT                                      ONE-YEAR             FIVE-YEAR            COMMENCEMENT OF
                                               PERIOD ENDED         PERIOD ENDED        SUBACCOUNT (1) TO
                                              DEC. 31, 1996       DEC. 31, 1996(1)        DEC. 31, 1996
                                              -------------       ----------------      -----------------
<S>                                           <C>                 <C>                   <C>
Norwest Income Equity Stock Fund                    N/A                 N/A                  8.92%

Norwest Intermediate Bond Fund                    0.92%                 N/A                 15.23%

Norwest ValuGrowth Stock Fund                    18.53%                 N/A                 41.22%

Norwest Small Company Stock Fund                 29.75%                 N/A                 48.93%

Fortis Growth Stock Series                       14.79%                 N/A                 47.66%

Fortis Global Growth Series                      17.44%                 N/A                 53.34%

Scudder International

 Class A Shares Portfolio                        13.18%                 N/A                 20.96%
</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, 1996.

               Statements of Changes in Net Assets for the years ended December
               31, 1996, 1995 and 1994.

               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, 1996 and
               1995.

               Statements of Income, Statements of Changes in Shareholder's
               Equity and Statements of Cash Flows of Fortis Benefits for the
               years ended December 31, 1996, 1995 and 1994.

               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.

          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 

                                       C-1
<PAGE>

                    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).


               (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 

                                       C-2
<PAGE>

                    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.  Not applicable.

          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.

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

                                       C-3
<PAGE>

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

Peggy L. Ettestad (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 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

                                       C-4
<PAGE>

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, 1997, there were 2,891 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 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 

                                       C-5
<PAGE>

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
Mark C. Cadalbert*                Compliance Officer
Tamara L. Fagely*                 Fund Accounting Officer
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
Dean C. Kopperud*                 President and Director
Scott R. Plummer*                 2nd Vice President and Corporate Counsel

- --------------------------------------
*    Address:   500 Bielenberg Drive, Woodbury, MN 55125.

     (c)   None.


                                       C-6
<PAGE>

Item 30.  LOCATION OF ACCOUNTS AND RECORDS

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

Item 31.  MANAGEMENT SERVICES

     None.

Item 32.  UNDERTAKINGS

     The registrant hereby undertakes:

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

Fortis Benefits Insurance Company represents:

     (a)  that the fees and charges imposed under the provisions of the Contract
          covered by this registration statement, in the aggregate, are
          reasonable in relation to the services to be rendered by the
          Registrant associated with the Contracts, the expenses to be incurred
          by the Registrant associated with the Contracts, and the risks assumed
          by the Registrant associated with the Contracts.

     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.

                                       C-7
<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 23rd day of
April, 1997.

                                  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 23, 1997.

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

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

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

By:     /s/
   ----   -----------------------
   Robert Brian Pollock
   Attorney-in-Fact
<PAGE>


                                     EXHIBIT INDEX


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

     10(a)                              Consent of Accountants

     13                                 Schedule of Computations

                                                                              
 

<PAGE>
                         Consent of Independent Auditors



We consent to the reference to our firm under the caption "Experts" and to the
use of our reports dated February 12, 1997 on the financial statements of Fortis
Benefits Insurance Company and our reports dated April 18, 1997 on the
financial statements of Fortis Benefits Insurance Company Variable Account D in
Post-Effective Amendment No. 3 to the Registration Statement (Form N-4 No. 33-
73986) and related Prospectus and Statement of Additional Information of Fortis
Benefits Insurance Company 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, 1997 
 

<PAGE>

                      FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION
                                           
                      NORWEST INTERMEDIATE BOND FUND SUBACCOUNT
                                           
    The subaccount's standardized yield for the 30 day period ended December
31, 1996 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:

                   [        $22,222               6
              2 * {  -----------------------  + 1]  - 1} = 4.50%
                   [  ((519,750 * 11.509))

    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, 1996 and unit information
shown below, and adjusting for the annual administration charge, the value of
such investment at December 31, 1996 and the cumulative total return since
inception is as follows:

          Ending Value                              Total Return
          ------------                             --------------
          $1,009.21                                $1,009.21 - $1,000
                                                   ------------------- =   .92%
                                                         $1,000

Cumulative total return since inception through December 31, 1996, is as
follows:

    $1,152.28 - $1,000
    ------------------ =  15.23%
           $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, 1996:

    $1,009.21/$1,000 - 1 =   .92%

    Average annual total return since inception of the subaccount through
December 31, 1996 is as follows:

                       1/2.58
     ($1,152.28/$1,000)       - 1 = 5.65%

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

                               Unit
       Date                    Value
    ----------               --------
    06/01/94                 $  9.988
    12/31/94                    9.877
    12/31/95                   11.404
    12/31/96                   11.509

<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, 1996 and unit information
shown below, and adjusting for the annual administration charge, the value of
such investment at December 31, 1996 and the cumulative total return since
inception is as follows:

       Ending Value                               Total Return
       ------------                             -----------------
       $1,185.29                                $1,185.29 - $1,000
                                               ----------------------- = 18.53%
                                                      $1,000

Cumulative total return since inception through December 31, 1996, is as
follows:

    $1,412.19 - $1,000
    ------------------ =  41.22%
           $1,000

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

             n
    P(1 + T)   = ERV

    One year ended December 31, 1996:

    $1,185.29/$1,000 - 1 = 18.53%

<PAGE>

    Average annual total return since inception of the subaccount through
December 31, 1996 is as follows:

                       1/2.58
    ($1,412.19/$1,000)       - 1 = 14.31%

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

                               Unit
       Date                    Value
    ----------               ----------
    06/01/94                 $  9.988
    12/31/94                    9.719
    12/31/95                   11.900
    12/31/96                   14.105

<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, 1996 and unit information shown
below, and adjusting for the annual administration charge, the value of such
investment at December 31, 1996 and the cumulative total return since inception
is as follows:

         Ending Value                              Total Return
         ----------------                         ---------------
         $1,297.53                                $1,297.53 - $1,000
                                                 -------------------- = 29.75%
                                                        $1,000

Cumulative total return since inception through December 31, 1996, is as
follows:

    $1,489.30 - $1,000
    ----------------------- =  48.93%
          $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, 1996:

    $1,297.53/$1,000 - 1 = 29.75%

<PAGE>

    Average annual total return since inception of the subaccount through
December 31, 1996 is as follows:

                       1/1.67
    ($1,489.30/$1,000)      - 1 = 26.94%



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

                               Unit
       Date                   Value
    ----------               -------
    05/01/95                 $10.000
    12/31/95                  11.478
    12/31/96                  14.893

<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, 1996 and unit information shown
below, and adjusting for the annual administration charge, the value of such
investment at December 31, 1996 and the cumulative total return since inception
is as follows:

            Ending Value                             Total Return
            ----------------                      -----------------
            $1,131.75                              $1,131.75 - $1,000
                                                  --------------------- = 13.18%
                                                          $1,000

Cumulative total return since inception through December 31, 1996, is as
follows:

    $1,209.62 - $1,000
    ------------------ =  20.96%
           $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, 1996:

    $1,131.75/$1,000 - 1 = 13.18%

<PAGE>

    Average annual total return since inception of the subaccount through
December 31, 1996 is as follows:

                       1/2.58
     ($1,209.62/$1,000)      - 1 = 7.66%

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

                               Unit
       Date                    Value
    --------                 -------
    06/01/94                 $10.858
    12/31/94                  10.591
    12/31/95                  11.605
    13/31/96                  13.134

<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, 1996 and unit information
shown below, and adjusting for the annual administration charge, the value of
such investment at December 31, 1996 and the cumulative total return since
inception is as follows:

       Ending Value                               Total Return
       ------------                               -------------
       $1,147.89                                  $1,147.89 - $1,000
                                                  ------------------ = 14.79%
                                                        $1,000

Cumulative total return since inception through December 31, 1996, is as
follows:

    $1,476.63 - $1,000
    ------------------ =  47.66%
          $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, 1996:

    $1,147.89/$1,000 - 1 = 14.79%

<PAGE>

    Average annual total return since inception of the subaccount through
December 31, 1996 is as follows:

                       1/2.58
     ($1,476.63/$1,000)      - 1 = 16.31%

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

                               Unit
       Date                    Value
    ----------               ---------
    06/01/94                 $  9.735
    12/31/94                    9.947
    12/31/95                   12.523
    12/31/96                   14.375

<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, 1996 and unit information
shown below, and adjusting for the annual administration charge, the value of
such investment at December 31, 1996 and the cumulative total return since
inception is as follows:

           Ending Value                           Total Return
           ----------------                       -------------
           $1,174.41                              $1,174.41 - $1,000
                                                  ------------------- = 17.44%
                                                        $1,000

Cumulative total return since inception through December 31, 1996, is as
follows:

    $1,533.43 - $1,000
    ------------------ =  53.34%
          $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, 1996:

    $1,174.41/$1,000 - 1 = 17.44%

<PAGE>

    Average annual total return since inception of the subaccount through
December 31, 1996 is as follows:

                       1/2.58
     ($1,533.43/$1,000)       - 1 = 18.02%

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

                                Unit
       Date                    Value
    ----------               --------
    06/01/94                 $  9.722
    12/31/94                    9.865
    12/31/95                   12.694
    12/31/96                   14.908

<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, 1996 was computed by dividing 1 by the unit price for December 22, 1996,
then multiplying this by the unit price on December 29, 1996 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, 1996
was as follows:

    ((1 / 11.015998) x 11.023928) -1 = .007200 - Base Period Return

    .000720 x (365 / 7) = .0375 or 3.75%    

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, 1996 was as follows: 

                  365/7
     (.000720 + 1)      -1 = .0382 or 3.82%

    Date                   Unit Price
    ------                 ----------
    12/24/96               11.015998
    12/31/96               11.023928

<PAGE>

                      FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION
                                           
                           NORWEST INCOME EQUITY 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

    Cumulative total return since inception through December 31, 1996, is as
follows:

    $1,089.20 - $1,000
    ----------------------- =  8.92%
           $1,000

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

                               Unit
       Date                    Value
    ----------               ----------
    05/01/96                 $10.000
    12/31/96                  10.892



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