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.  33-19421
                                                             811-5439



                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                          ----------------------------------
                                       FORM N-4


               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                           Post-Effective Amendment No. 16

                                        AND/OR

           REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
                                   Amendment No. 43


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


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

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


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

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

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





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


<PAGE>

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

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

  X   on May 1, 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 designated a new effective date for a
- ----- previously filed post-effective amendment.

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

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

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

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

8.  Annuity Period                     The Annuity Period

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

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

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

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


<PAGE>

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

13. Legal Proceedings                  None

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

15. Cover Page                         Cover Page

16. Table of Contents                  Table of Contents

17. General Information and            Fortis Benefits
    History

18. Services                           Services

19. Purchases of Securities Being      Reduction of Charges
    Offered

20. Underwriters                       Services

21. Calculation of Performance         Appendix A
    Data

22. Annuity Payments                   Calculation of Annuity Payments

23. Financial Statements               Financial Statements

<PAGE>
FORTIS
OPPORTUNITY
VARIABLE
ANNUITY
 
Individual Flexible
Premium Deferred
Variable Annuity Contract
 
FORTIS BENEFITS INSURANCE COMPANY
MAILING ADDRESS:            STREET ADDRESS:            PHONE:
P.O. BOX 64272              500 BIELENBERG DRIVE       1-800-800-2638
ST. PAUL, MN 55164          WOODBURY, MN 55125         (EXTENSION 3057)
 
This  Prospectus  describes  an individual  flexible  premium  deferred variable
annuity contract  ("Contract")  issued  by  Fortis  Benefits  Insurance  Company
("Fortis  Benefits").  The minimum  initial  or subsequent  purchase  payment is
generally $50.
 
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  rate
accumulation option, Contract Owners can choose among the separate Portfolios of
Fortis Series Fund, Inc. ("Fortis Series"): Money Market Series, U.S. Government
Securities  Series, Diversified  Income Series,  Global Bond  Series, High Yield
Series, Asset Allocation Series, Global  Asset Allocation Series, Value  Series,
Growth  & Income Series,  S&P 500 Index  Series, Blue Chip  Stock Series, Global
Growth Series, Growth Stock Series,  International Stock Series, and  Aggressive
Growth  Series.  The accompanying  Prospectus  for Fortis  Series  describes the
investment objectives, policies and risks of each of the Portfolios.
 
The Contract provides several different  types of retirement and death  benefits
to  Contract  Owners, Annuitants  or  their Beneficiaries,  including  fixed and
variable  annuity   income  options.   Contract   Owners  may,   under   certain
circumstances,  make partial  surrenders of  the Contract  Value or  may totally
surrender the Contract for its Cash Surrender Value.
 
You have the right to examine a Contract for ten days from the time you  receive
the  Contract and  return it  for a  refund of  the Contract  Value. However, if
applicable state  law so  requires, the  full amount  of the  purchase  payments
received by Fortis Benefits will be refunded.
 
This  Prospectus gives prospective investors information about the Contract that
they should know  before investing.  This Prospectus  must be  accompanied by  a
current  Prospectus of Fortis Series Fund, Inc. Both Prospectuses should be read
carefully and kept for future reference.
 
   
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.
 
PROSPECTUS DATED
MAY 1, 1997
FORTIS-REGISTERED TRADEMARK-
 
95530 (5/96)
<PAGE>
TABLE OF CONTENTS
 
   
<TABLE>
<CAPTION>
                                                                                                            PAGE
<S>                                                                                                       <C>
SPECIAL TERMS USED IN THIS PROSPECTUS...................................................................          3
INFORMATION CONCERNING FEES AND CHARGES.................................................................          4
SUMMARY.................................................................................................          6
FORTIS BENEFITS AND THE SEPARATE ACCOUNT................................................................          9
    - Fortis Benefits/Fortis Financial Group Member.....................................................          9
    - The Separate Account..............................................................................          9
    - Fortis Series Fund, Inc...........................................................................          9
ACCUMULATION PERIOD.....................................................................................         10
    - Issuance of a Contract and Purchase Payments......................................................         10
    - Contract Value....................................................................................         10
    - Allocation of Purchase Payments and Contract Value................................................         11
    - Total and Partial Surrenders......................................................................         11
    - Benefit Payable on Death of Annuitant or Contract Owner...........................................         12
    - Contract Loans (Section 403(b) Contracts Only)....................................................         12
THE ANNUITY PERIOD......................................................................................         13
    - Annuity Commencement Date.........................................................................         13
    - Commencement of Annuity Payments..................................................................         13
    - Relationship Between Subaccount Investment Performance and Amount of Variable Annuity Payments....         14
    - Annuity Forms.....................................................................................         14
    - Death of Annuitant or Other Payee.................................................................         14
CHARGES AND DEDUCTIONS..................................................................................         14
    - Premium Taxes.....................................................................................         14
    - Annual Administrative Charge......................................................................         15
    - Charges Against the Separate Account..............................................................         15
    - Surrender Charge..................................................................................         15
    - Miscellaneous.....................................................................................         16
    - Reduction of Charges..............................................................................         16
FIXED ACCOUNT...........................................................................................         16
    - General Description...............................................................................         16
    - Fixed Account Value...............................................................................         16
    - Fixed Account Transfers, Total and Partial Surrenders.............................................         16
GENERAL PROVISIONS......................................................................................         17
    - The Contract......................................................................................         17
    - Postponement of Payments..........................................................................         17
    - Misstatement of Age or Sex and Other Errors.......................................................         17
    - Assignment and Ownership Rights...................................................................         17
    - Beneficiary.......................................................................................         17
    - Reports...........................................................................................         17
RIGHTS RESERVED BY FORTIS BENEFITS......................................................................         17
DISTRIBUTION............................................................................................         18
FEDERAL TAX MATTERS.....................................................................................         18
VOTING PRIVILEGES.......................................................................................         20
STATE REGULATION........................................................................................         21
LEGAL MATTERS...........................................................................................         21
CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION.........................................................         21
APPENDIX A--Sample Death Benefit Calculations...........................................................        A-1
APPENDIX B--Explanation of Expense Calculations.........................................................        B-1
</TABLE>
    
 
THE CONTRACTS  ARE  NOT  AVAILABLE  IN ALL  STATES.  THIS  PROSPECTUS  DOES  NOT
CONSTITUTE  AN  OFFERING IN  ANY  JURISDICTION IN  WHICH  SUCH OFFERING  MAY NOT
LAWFULLY BE  MADE.  FORTIS  BENEFITS  DOES  NOT  AUTHORIZE  ANY  INFORMATION  OR
REPRESENTATION  REGARDING THE OFFERING DESCRIBED IN THIS PROSPECTUS WHICH IS NOT
INCLUDED IN THIS PROSPECTUS, THE RELATED STATEMENT OF ADDITIONAL INFORMATION, OR
ANY SUPPLEMENTS  THERETO OR  IN ANY  SUPPLEMENTAL SALES  MATERIAL AUTHORIZED  BY
FORTIS BENEFITS.
<PAGE>
SPECIAL TERMS USED IN THIS PROSPECTUS
 
<TABLE>
<S>                      <C>
ACCUMULATION PERIOD      The time period under a Contract between the Contract Date and the Annuity Period.
ACCUMULATION UNIT        A unit of measure used to calculate the interest of the Contract Owner in the Separate
                         Account during the Accumulation Period.
ANNUITANT                A person during whose life annuity payments are to be made by Fortis Benefits under
                         the Contract.
ANNUITY COMMENCEMENT     The date on which the Annuity Period commences.
  DATE
ANNUITY PERIOD           The time period following the Accumulation Period, during which annuity payments are
                         made by Fortis Benefits.
ANNUITY UNIT             A unit of measurement used to calculate variable annuity payments.
BENEFICIARY              The person entitled to receive benefits under the terms of the Contract.
CASH SURRENDER VALUE     The amount payable to the Contract Owner on surrender of the Contract after deduction
                         of all applicable charges.
CONTRACT OWNER           The person named in the application as the Contract Owner, or any successor Contract
                         Owner. Unless otherwise named, the Annuitant is the Contract Owner.
CONTRACT DATE            The date on which the Contract was issued. Contract years are measured from the
                         Contract Date.
CONTRACT VALUE           The sum of the Fixed Account Value and the Separate Account Value.
FIVE YEAR ANNIVERSARY    The fifth anniversary of a Contract Date, and each subsequent fifth anniversary of
                         that date.
FIXED ACCOUNT            The name of the alternative under which purchase payments are allocated to Fortis
                         Benefits' General Account.
FIXED ACCOUNT VALUE      The amount of your Contract Value which is in the Fixed Account.
FIXED ANNUITY OPTION     An annuity option under which Fortis Benefits promises to pay the Annuitant or any
                         other properly designated payee one or more fixed payments.
FORTIS GROUP FUNDS       All publicly-available mutual funds advised by Fortis Advisers, Inc. (other than
                         Fortis Money Portfolios, Inc.). Currently, these mutual funds are: Fortis Worldwide
                         Portfolios, Inc., Fortis Equity Portfolios, Inc., Fortis Growth Fund, Inc., Fortis
                         Fiduciary Fund, Inc., Fortis Tax-Free Portfolios, Inc., Fortis Income Portfolios,
                         Inc., and Fortis Advantage Portfolios, Inc.
FORTIS SERIES            The Fortis Series Fund, Inc., a diversified, open-end management investment company in
                         which the Separate Account invests.
GENERAL ACCOUNT          All assets of Fortis Benefits other than those in the Separate Account, or in any
                         other legally segregated separate account established by Fortis Benefits.
HOME OFFICE              Our office at 500 Bielenberg Drive, Woodbury, Minnesota 55125; 1-800-800-2638 (Ext.
                         3057); Mailing address: P.O. Box 64272, St. Paul, Minnesota 55164.
NET PURCHASE PAYMENT     The gross amount of a purchase payment less any applicable premium taxes or similar
                         governmental assessments.
NON-QUALIFIED CONTRACTS  Contracts that do not qualify for the special federal income tax treatment applicable
                         in connection with certain retirement plans.
PORTFOLIO                Each separate investment portfolio of Fortis Series eligible for investment by the
                         Separate Account.
QUALIFIED CONTRACTS      Contracts that are qualified for the special federal income tax treatment applicable
                         in connection with certain retirement plans.
SEPARATE ACCOUNT         The segregated asset account referred to as Variable Account D of Fortis Benefits
                         Insurance Company established to receive and invest purchase payments made under
                         Contracts.
SEPARATE ACCOUNT VALUE   The amount of your Contract Value in the Subaccounts of the Separate Account.
SUBACCOUNTS              The several Subaccounts of the Separate Account, each of which invests its assets in a
                         different Portfolio.
VALUATION DATE           Each business day of Fortis Benefits except, with respect to any Subaccount, days on
                         which the related Portfolio does not value its shares. Generally, the Portfolios value
                         their shares on each day the New York Stock Exchange is open.
VALUATION PERIOD         The period that starts at the close of regular trading on the New York Stock Exchange
                         on a Valuation Date and ends at the close of regular trading on the exchange on the
                         next succeeding Valuation Date.
VARIABLE ANNUITY OPTION  An annuity option under which Fortis Benefits promises to pay the Annuitant or any
                         other properly designated payee one or more payments which vary in amount in
                         accordance with the net investment experience of the Subaccounts selected by the
                         Annuitant.
WRITTEN REQUEST          A written, signed and dated request, in form and substance satisfactory to Fortis
                         Benefits and received at our Home Office.
</TABLE>
 
                                       3
<PAGE>
 
 INFORMATION CONCERNING FEES AND CHARGES
 
 CONTRACT OWNER TRANSACTION EXPENSES
 
<TABLE>
<S>                                                                                             <C>
Front End Sales Charge Imposed on Purchases...................................................         0%
Maximum Surrender Charge for Sales Expenses (as a percentage of purchase payments)............         5%(1)
</TABLE>
 
<TABLE>
<CAPTION>
 YEARS SINCE
   DATE OF         AMOUNT OF
   PAYMENT          CHARGE
- --------------  ---------------
<S>             <C>
 Less than 5               5%
  5 or more                0%
</TABLE>
 
   
<TABLE>
<S>                                                                                                    <C>
       Other Surrender Fees..........................................................................         0%
       Exchange Fee..................................................................................         0%
       Charge for Each 403(b) Contract Loan..........................................................  $     100
 ANNUAL CONTRACT ADMINISTRATION CHARGE...............................................................  $      35   (2)
 
 SEPARATE ACCOUNT ANNUAL EXPENSES
  (AS A PERCENTAGE OF AVERAGE ACCOUNT VALUE)
       Mortality and Expense Risk Charge.............................................................        1.25  %
       Separate Account Administrative Charge........................................................         .10  %
                                                                                                             ---
         Total Separate Account Annual Expenses......................................................        1.35  %
</TABLE>
    
 
 --------------------------------
 (1) This  charge does  not apply in  certain cases such  as partial surrenders
     each year of up  to 10% of  "new purchase payments"  as defined under  the
     heading "surrender charge" or, payment of a death benefit.
 
 (2) This  charge, which is otherwise applied  at each Contract anniversary and
     total  surrender  of  the  Contract,  will  not  be  charged  during   the
     Accumulation  Period  if  the Contract  Value  as of  such  anniversary or
     surrender is  $25,000  or more.  Currently,  Fortis Benefits  waives  this
     charge  during  the Annuity  Period. This  charge is  also subject  to any
     applicable limitations under the law of any state.
 
 FORTIS SERIES ANNUAL EXPENSES (a)
   
<TABLE>
<CAPTION>
                                            U.S.                                                     Global
                                Money    Government   Diversified   Global    High      Asset        Asset
                                Market   Securities     Income       Bond    Yield    Allocation   Allocation   Value
                                Series     Series       Series      Series   Series     Series       Series     Series
                                ------   ----------   -----------   ------   ------   ----------   ----------   ------
<S>                             <C>      <C>          <C>           <C>      <C>      <C>          <C>          <C>
Investment Advisory and
 Management Fee...............  0.30%      0.46%         0.47%      0.75%    0.50%      0.48%        0.90%      0.70%
Other Expenses................  0.08       0.07          0.08       0.27     0.13       0.06         0.30       0.17
Total Fortis Series Operating
 Expenses.....................  0.38       0.53          0.55       1.02     0.63       0.54         1.20       0.87
 
<CAPTION>
 
                                Growth &   S&P 500   Blue Chip   Global   Growth                   Aggressive
                                 Income     Index      Stock     Growth   Stock    International     Growth
                                 Series    Series     Series     Series   Series   Stock Series      Series
                                --------   -------   ---------   ------   ------   -------------   ----------
<S>                             <C>        <C>       <C>         <C>      <C>      <C>             <C>
Investment Advisory and
 Management Fee...............   0.69%      0.40%      0.90%     0.70%    0.62%        0.85%         0.70%
Other Expenses................   0.07       0.39       0.23      0.09     0.05         0.29          0.08
Total Fortis Series Operating
 Expenses.....................   0.76       0.79       1.13      0.79     0.67         1.14          0.78
</TABLE>
    
 
 --------------------------------
 (a) As a percentage  of Series  average net  assets based  on 1996  historical
     data.
 
                                       4
<PAGE>
 
 EXAMPLES*
 
   
 If  you SURRENDER your Contract in full at  the end of any of the time periods
 shown below,  you would  pay the  following cumulative  expenses on  a  $1,000
 investment, assuming a 5% annual return on assets:
    
 
   
<TABLE>
<CAPTION>
IF ALL AMOUNTS ARE INVESTED IN ONE PORTFOLIO:                   1 YEAR       3 YEARS      5 YEARS     10 YEARS
                                                              -----------  -----------  -----------  -----------
<S>                                                           <C>          <C>          <C>          <C>
Money Market Series.........................................   $      64    $     103    $     144    $     215
U.S. Government Securities Series...........................          65          107          152          231
Diversified Income Series...................................          65          108          153          233
Global Bond Series..........................................          70          122          177          280
High Yield Series...........................................          66          110          157          241
Asset Allocation Series.....................................          65          107          152          232
Global Asset Allocation Series..............................          72          127          185          298
Growth & Income Series......................................          67          114          163          254
Growth Stock Series.........................................          67          111          159          245
Global Growth Series........................................          68          115          165          257
Aggressive Growth Series....................................          68          115          164          256
International Stock Series..................................          71          126          182          292
S&P 500 Index Series........................................          68          115          165          257
Blue Chip Stock Series......................................          71          125          182          291
Value Series................................................          69          117          169          265
</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 PORTFOLIO:                   1 YEAR       3 YEARS      5 YEARS     10 YEARS
                                                              -----------  -----------  -----------  -----------
<S>                                                           <C>          <C>          <C>          <C>
Money Market Series.........................................   $      19    $      58    $      99    $     215
U.S. Government Securities Series...........................          20           62          107          231
Diversified Income Series...................................          20           63          108          233
Global Bond Series..........................................          25           77          132          280
High Yield Series...........................................          21           65          112          241
Asset Allocation Series.....................................          20           62          107          232
Global Asset Allocation Series..............................          27           82          140          298
Growth & Income Series......................................          22           69          118          254
Growth Stock Series.........................................          22           66          114          245
Global Growth Series........................................          23           70          120          257
Aggressive Growth Series....................................          23           70          119          256
International Stock Series..................................          26           81          137          292
S&P 500 Index Series........................................          23           70          120          257
Blue Chip Stock Series......................................          26           80          137          291
Value Series................................................          24           72          124          265
</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.
 
                        --------------------------------
 
 THE  EXAMPLES  SHOULD NOT  BE CONSIDERED  A REPRESENTATION  OF PAST  OR FUTURE
 EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
 
 The foregoing tables  and examples,  prescribed by  the SEC,  are included  to
 assist Contract Owners in understanding the transaction and operating expenses
 imposed  directly or indirectly under the Contracts and Fortis Series. Amounts
 for state premium taxes  or similar assessments will  also be deducted,  where
 applicable.
 
 See Appendix B for an explanation of the calculation set forth above.
 
                                       5
<PAGE>
SUMMARY
 
The   following  summary  should  be  read  in  conjunction  with  the  detailed
information in this  Prospectus. This  Prospectus generally  describes only  the
portion  of the Contract involving the Separate Account. For a brief description
of Fortis Benefits' Fixed Account, please  refer to the heading "Fixed  Account"
in this Prospectus. Variations from the information appearing in this Prospectus
due  to requirements particular to your state are described in supplements which
are attached  to  this  Prospectus,  or in  endorsements  to  the  Contract,  as
appropriate.
 
The Contract is designed to provide individuals with retirement benefits through
the  accumulation of Net Purchase Payments on  a fixed or variable basis, and by
the application  of such  accumulations  to provide  fixed or  variable  annuity
payments.
 
"We,"  "our," and "us" mean Fortis  Benefits Insurance Company. "You" and "your"
mean a reader of this Prospectus  who is contemplating making purchase  payments
or taking any other action in connection with a Contract.
 
PURCHASE PAYMENTS
For individual Contracts, each initial or subsequent purchase payment must be at
least  $50.  For contracts  issued in  connection with  a benefit  plan covering
employees, the initial and subsequent purchase payments under each Contract must
at all times average at least $50 and in no case be less than $25. No additional
purchase payments are required, if  the Contract Value is  at least $500 by  the
end of the first Contract year and at least $1,000 by the end of second Contract
year  and at  all times  thereafter. See  "Issuance of  a Contract  and Purchase
Payments."
 
On the Contract Date, the initial purchase payment is allocated, as specified by
the Contract  Owner  in the  Contract  application, among  one  or more  of  the
Subaccounts  of  the Separate  Account, or  to  the Fixed  Account, or  to both.
Subsequent purchase  payments are  allocated in  the same  way, or  pursuant  to
different  allocation  percentages  that  the  Contract  Owner  may subsequently
request.
 
SEPARATE ACCOUNT INVESTMENT OPTIONS
Each of  the  Subaccounts  of  the  Separate Account  invests  in  shares  of  a
corresponding  Portfolio of Fortis  Series. The investment  objective of each of
the Subaccounts of the Separate Account and that of the corresponding  Portfolio
of Fortis Series is the same.
 
Contract  Value in each of the Subaccounts  of the Separate Account will vary to
reflect the investment experience of each  of the corresponding Series, as  well
as deductions for certain charges.
 
Each  Portfolio has a separate and  distinct investment objective and is managed
by Fortis Advisers, Inc. or a subadviser of Fortis Advisers, Inc. For  providing
investment management services to the Portfolios, Fortis Advisers, Inc. receives
fees from Fortis Series based on the average daily net assets of each Portfolio.
The Portfolios also bear most of their other expenses. A full description of the
Portfolios  and their investment objectives, policies  and risks can be found in
the current Prospectus for Fortis Series, which accompanies this Prospectus, and
Fortis Series'  Statement of  Additional Information,  which is  available  upon
request.
 
TRANSFERS
During  the Accumulation Period, you  can transfer all or  part of your Contract
Value from one Subaccount  to another or into  the Fixed Account.  Additionally,
during  the accumulation period  we may, in our  discretion, permit a continuing
request for transfers of  specified amounts automatically  on a periodic  basis.
There is currently no charge for any of these transfers. We reserve the right to
restrict  the frequency of or otherwise  condition, terminate, or impose charges
upon, transfers from  a Subaccount  during the Accumulation  Period. During  the
Annuity  Period  the  person receiving  annuity  payments  may make  up  to four
transfers (but not from a Fixed Annuity Option) during each year of the  Annuity
Period.  For  a  description  of certain  limitations  on  transfer  rights, see
"Allocations of Purchase Payments and Contract Values--Transfers."
 
TOTAL OR PARTIAL SURRENDERS
All or  part of  the Contract  Value of  a Contract  may be  surrendered by  the
Contract  Owner  before the  earlier  of the  Annuitant's  death or  the Annuity
Commencement Date. Amounts surrendered may be subject to a surrender charge  and
total   surrenders  may   not  be  made   without  application   of  the  annual
administrative charge if the Contract Value is less than $25,000. See "Total and
Partial Surrenders,"  "Surrender  Charge" and  "Annual  Administrative  Charge."
Particular  attention should be  paid to the tax  implications of any surrender,
including possible  penalties  for  premature distributions.  See  "Federal  Tax
Matters."
 
LOANS UNDER CERTAIN QUALIFIED CONTRACTS
If  a Contract is qualified  under Section 403(b) of  the Internal Revenue Code,
Contract Owners may take out loans from Fortis Benefits during the  Accumulation
Period.  There are  limits on  the amount of  such loans,  and the  loan will be
secured by the Contract. Principal and interest on a loan must in most cases  be
paid  over  a five  year period,  and failure  to make  these payments  may have
adverse tax consequences.  For a  more detailed  discussion of  these and  other
terms and conditions of Contract loans, see "Accumulation Period--Contract Loans
(Section 403(b) Qualified Contracts Only)."
 
CHARGES AND DEDUCTIONS
   
Fortis  Benefits deducts daily charges at a rate of 1.25% per annum of the value
of the average net assets in the Separate Account for the mortality and  expense
risks  it assumes and .10% per  annum of the value of  the average net assets in
the Separate Account  to cover certain  administrative expenses. See  "Mortality
and  Expense Risk Charge" and "Administrative  Expense Charge" under the heading
"Charges Against the Separate Account."
    
 
In order  to  permit investment  of  the  entire Net  Purchase  Payment,  Fortis
Benefits  does not deduct  sales charges at  the time of  investment. However, a
surrender charge  is imposed  on  certain total  or  partial surrenders  of  the
Contract to help defray expenses relating to the sale of the Contract, including
commissions  to  registered  representatives  and  other  promotional  expenses.
Certain amounts  may be  surrendered  without the  imposition of  any  surrender
charge.  The amount  of such charge-free  surrender depends on  how recently the
purchase payments  to  which the  surrender  relates were  made.  The  aggregate
surrender charges will never exceed 5% of the purchase payments made to date.
 
There   is  also  an  annual  administrative   charge  each  year  for  Contract
administration and maintenance.  This charge  is $35  per year  (subject to  any
applicable  state law  limitations) and is  deducted on each  anniversary of the
Contract Date and upon total surrender  of the Contract. Currently, this  charge
is not deducted during the Annuity Period. This charge will be waived during the
Accumulation  Period if the Contract  Value at the end  of the Contract year (or
upon total surrender) is $25,000 or more.
 
Certain  states  and  other  jurisdictions  impose  premium  taxes  or   similar
assessments  upon Fortis Benefits, either at the time purchase payments are made
or when Contract  Value is applied  to an  annuity option. Where  such taxes  or
assessments  are imposed  by your  state or  other jurisdiction  upon receipt of
purchase payments, we will deduct a  charge for these amounts from the  Contract
Value upon surrender, death of the Annuitant or Contract Owner, or annuitization
of the
 
                                       6
<PAGE>
Contract.  In jurisdictions where  such taxes or assessments  are imposed at the
time of annuitization, we will deduct a charge for such amounts at that time.
 
ANNUITY PAYMENTS
The Contract provides several types of  annuity benefits to Annuitants or  their
Beneficiaries,  including Fixed and Variable Annuity Options. The Contract Owner
has considerable flexibility in choosing the Annuity Commencement Date. However,
the  tax  implications  of  an  Annuity  Commencement  Date  must  be  carefully
considered,  including  the  possibility of  penalties  for  commencing benefits
either too soon or  too late. See "Annuity  Commencement Date," "Annuity  Forms"
and  "Federal  Tax  Matters"  in this  Prospectus  and  "Taxation  Under Certain
Retirement Plans" in the Statement of Additional Information.
 
DEATH BENEFIT
In the event  that the Annuitant  or Contract  Owner dies prior  to the  Annuity
Commencement  Date,  a  death  benefit  is payable  to  the  Beneficiary  of the
Contract. See "Benefit Payable on Death of Annuitant or Contract Owner."
 
RIGHT TO EXAMINE THE CONTRACT
The Contract Owner has a right to  examine the Contract. The Contract Owner  can
cancel  the  Contract  by delivering  or  mailing  it, together  with  a Written
Request, to Fortis Benefits' Home Office or to the sales representative  through
whom  it was  purchased, before  the close  of business  on the  tenth day after
receipt of the Contract. If these items are sent by mail, properly addressed and
postage prepaid, they will be  deemed to be received  by Fortis Benefits on  the
date  postmarked. Fortis Benefits will pay  you the then current Contract Value.
However, if applicable  state law so  requires the full  amount of the  purchase
payments received by Fortis Benefits will be refunded.
 
LIMITATIONS IMPOSED BY RETIREMENT PLANS
Certain  rights a Contract  Owner would otherwise  have under a  Contract may be
limited by the terms of any employee  benefit plan in connection with which  the
Contract  is issued.  These limitations  may restrict  such things  as total and
partial surrenders, the amount or timing of purchase payments that may be  made,
when  annuity payments must  start and the  type of annuity  options that may be
selected. Accordingly, you should familiarize yourself with these and all  other
aspects of any retirement plan in connection with which a Contract is issued.
 
TAX IMPLICATIONS
The  tax  implications for  Contract Owners,  Annuitants and  Beneficiaries, and
those of  any related  employee benefit  plan can  be quite  important. A  brief
discussion  of some  of these  is set  out under  "Federal Tax  Matters" in this
Prospectus and "Taxation  Under Certain  Retirement Plans" in  the Statement  of
Additional Information, but such discussion is not comprehensive. Therefore, you
should  consider these  matters carefully  and consult  a qualified  tax adviser
before making purchase payments or taking any other action in connection with  a
Contract  or any related employee benefit plan. Failure to do so could result in
serious adverse tax consequences which might otherwise have been avoided.
 
QUESTIONS AND OTHER COMMUNICATIONS
Any question about procedures or the  Contract should be directed to your  sales
representative,  or  Fortis Benefits'  Home Office:  P.O.  Box 64272,  St. Paul,
Minnesota 55164;  1-800-800-2638 (Ext.  3057). For  certain current  information
relating  to Contract Values  such as Subaccount unit  values, interest rates in
the Fixed Account,  and your  Contract Value, call  1-800-800-2638 (ext.  5448).
Purchase payments and Written Requests should be mailed or delivered to the same
Home  Office address. All communications should include the Contract number, the
Contract Owner's name and,  if different, the Annuitant's  name. The number  for
telephone transfers is 1-800-800-2638 (Ext. 3057).
 
Any  purchase  payment  or  other communication,  except  a  10-day cancellation
notice, is deemed received at Fortis Benefits' Home Office on the actual date of
receipt there in  proper form  unless received (1)  after the  close of  regular
trading on the New York Stock Exchange, or (2) on a date that is not a Valuation
Date. In either of these two cases, the date of receipt will be deemed to be the
next Valuation Date.
 
- --------------------------------------------------------------------------------
 
                                       7
<PAGE>
FINANCIAL AND PERFORMANCE INFORMATION
The  information presented below reflects  the Accumulation Unit information for
subaccounts of  the Separate  Account through  December 31,  1996.  Accumulation
units have been rounded to the nearest whole unit.
   
<TABLE>
<CAPTION>
                                          U.S.                                                  GLOBAL
                               MONEY      GOV'T    DIVERSIFIED  GLOBAL     HIGH       ASSET      ASSET     GROWTH     GLOBAL
                              MARKET    SECURITIES  INCOME      BOND       YIELD    ALLOCATION ALLOCATION & INCOME    GROWTH
                             ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>                          <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
December 31, 1996
  Accumulation Units in
   Force...................  36,220,947 9,635,092  55,653,680 1,088,043  3,337,604  154,525,474 2,330,884 7,892,683  13,713,860
  Accumulation Unit
   Values..................     $1.418    $15.935     $1.801    $11.961    $11.928     $2.368    $12.884    $15.468    $18.510
January 1, 1996*
  Accumulation Unit
   Values..................     --         --         --         --         --         --         --         --         --
December 31, 1995
  Accumulation Units in
   Force...................  26,915,976 10,989,914 59,213,865   574,142  2,321,419  148,700,081 1,117,596 4,204,163  10,769,830
  Accumulation Unit
   Values..................     $1.367    $15.805     $1.753    $11.743    $10.941     $2.134    $11.590    $12.904    $15.754
January 1, 1995*
  Accumulation Unit
   Values..................     --         --         --        $10.000     --         --        $10.000     --         --
December 31, 1994
  Accumulation Units in
   Force...................  30,697,764 12,271,738 62,744,615    --      1,216,957  137,642,102    --     1,489,517  10,055,959
  Accumulation Unit
   Value...................     $1.311    $13.483     $1.515     --         $9.834     $1.773     --        $10.083    $12.236
May 1, 1994*
  Accumulation Unit
   Value...................                                                  10.00                            10.00
December 31, 1993
  Accumulation Units in
   Force...................  21,315,022 15,601,818 56,005,709    --         --      106,834,367    --        --      5,108,957
  Accumulation Unit
   Value...................     $1.278    $14.609     $1.621     --         --         $1.797     --         --        $12.784
December 31, 1992
  Accumulation Units in
   Force...................  20,674,556 9,505,984  19,353,521    --         --      49,688,937    --         --        698,720
  Accumulation Unit
   Value...................     $1.261    $13.529     $1.457     --         --         $1.665     --         --        $10.989
May 1, 1992*
  Accumulation Unit
   Value...................     --         --         --         --         --         --         --         --          10.00
December 31, 1991
  Accumulation Units in
   Force...................  7,235,168  3,595,759  6,056,976     --         --      17,772,323    --         --         --
  Accumulation Unit
   Value...................     $1.237    $12.922     $1.379     --         --         $1.578     --         --         --
December 31, 1990
  Accumulation Units in
   Force...................  5,632,146    747,992  2,352,517     --         --      8,249,373     --         --         --
  Accumulation Unit
   Value...................     $1.184    $11.450     $1.220     --         --         $1.253     --         --         --
December 31, 1989
  Accumulation Units in
   Force...................    754,306     70,701  1,306,717     --         --      2,760,936     --         --         --
  Accumulation Unit
   Value...................     $1.112    $10.756     $1.140     --         --         $1.245     --         --         --
May 1, 1989*
  Accumulation Unit
   Value...................     --        $10.000     --         --         --         --         --         --         --
December 31, 1988
  Accumulation Units in
   Force...................     92,261     --        493,007     --         --        703,763     --         --         --
  Accumulation Unit
   Value...................     $1.030     --         $1.025     --         --         $1.020     --         --         --
May 2, 1988*
  Accumulation Unit
   Value...................     $1.000     --         $1.000     --         --        $10.000     --         --         --
 
<CAPTION>
 
                             INTERNATIONAL  GROWTH   AGGRESSIVE               S&P       BLUE
                                STOCK       STOCK     GROWTH      VALUE       500       CHIPS
                             -----------  ---------  ---------  ---------  ---------  ---------
<S>                          <C>          <C>        <C>        <C>        <C>        <C>
December 31, 1996
  Accumulation Units in
   Force...................    3,137,348  169,095,500 5,706,895 1,071,648  1,259,758    915,358
  Accumulation Unit
   Values..................      $12.690     $2.971    $13.232    $11.048    $11.326    $11.520
January 1, 1996*
  Accumulation Unit
   Values..................      --          --         --        $10.000    $10.000    $10.000
December 31, 1995
  Accumulation Units in
   Force...................    1,157,063  160,247,280 3,033,587    --         --         --
  Accumulation Unit
   Values..................      $11.271     $2.587    $12.461     --         --         --
January 1, 1995*
  Accumulation Unit
   Values..................      $10.000     --         --         --         --         --
December 31, 1994
  Accumulation Units in
   Force...................      --       148,657,108 1,155,647    --         --         --
  Accumulation Unit
   Value...................      --          $2.054     $9.723     --         --         --
May 1, 1994*
  Accumulation Unit
   Value...................                              10.00     --         --         --
December 31, 1993
  Accumulation Units in
   Force...................      --       118,720,649    --        --         --         --
  Accumulation Unit
   Value...................      --          $2.142     --         --         --         --
December 31, 1992
  Accumulation Units in
   Force...................      --       79,582,321    --         --         --         --
  Accumulation Unit
   Value...................      --          $1.996     --         --         --         --
May 1, 1992*
  Accumulation Unit
   Value...................      --          --         --         --         --         --
December 31, 1991
  Accumulation Units in
   Force...................      --       42,946,178    --         --         --         --
  Accumulation Unit
   Value...................      --          $1.966     --         --         --         --
December 31, 1990
  Accumulation Units in
   Force...................      --       14,690,313    --         --         --         --
  Accumulation Unit
   Value...................      --          $1.298     --         --         --         --
December 31, 1989
  Accumulation Units in
   Force...................      --       3,507,971     --         --         --         --
  Accumulation Unit
   Value...................      --          $1.358     --         --         --         --
May 1, 1989*
  Accumulation Unit
   Value...................      --          --         --         --         --         --
December 31, 1988
  Accumulation Units in
   Force...................      --         684,667     --         --         --         --
  Accumulation Unit
   Value...................      --          $1.008     --         --         --         --
May 2, 1988*
  Accumulation Unit
   Value...................      --          $1.000     --         --         --         --
</TABLE>
    
 
- ------------------------------
*Accumulation Unit Value at Date of initial registration effectiveness.
 
                                       8
<PAGE>
Audited  financial statements  of the Separate  Account and  Fortis Benefits are
included in the Statement of Additional Information.
 
Advertising and other sales materials may include yield and total return figures
for the  Subaccounts  of  the  Separate Account.  These  figures  are  based  on
historical  results and are not intended to indicate future performance. "Yield"
is the income generated by an investment in the Subaccount over a period of time
specified in the advertisement. This rate of return is assumed to be earned over
a full year and is  shown as a percentage of  the investment. "Total return"  is
the total change in value of an investment in the Subaccount over period of time
specified  in the  advertisement. The  rate of  return shown  would produce that
change in value over the specified period, if compounded annually. Yield figures
do not reflect the surrender  charge and yield and  total return figures do  not
reflect premium tax charges. This makes the performance shown more favorable.
 
FORTIS BENEFITS AND THE SEPARATE
ACCOUNT
 
FORTIS BENEFITS/FORTIS FINANCIAL GROUP MEMBER
   
Fortis  Benefits Insurance Company,  the issuer of the  Policies, was founded in
1910. At the end of 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, life insurance and disability  income
products.
 
   
Fortis  AMEV  is  a  diversified  financial  services  company  headquartered in
Utrecht, The Netherlands, where its  insurance operations began in 1847.  Fortis
AG  is  a  diversified  financial services  company  headquartered  in Brussels,
Belgium, where its insurance operations began in 1824. Fortis AMEV and Fortis AG
have merged their operating companies under the trade name of Fortis. The Fortis
group of companies is active in insurance, banking, and financial services,  and
real  estate development in the Netherlands, Belgium, the United States, Western
Europe, and the  Pacific Rim. The  Fortis group of  companies had  approximately
$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  will  not   be
chargeable  with  liabilities  arising  out  of  any  other  business  of Fortis
Benefits. Fortis Benefits may accumulate  in the Separate Account proceeds  from
charges  under variable  annuity contracts  and other  amounts in  excess of the
Separate Account assets representing  reserves and liabilities. Fortis  Benefits
may  from  time to  time  transfer to  its General  Account  any of  such excess
amounts.
 
There are Subaccounts in the Separate Account. The assets in each Subaccount are
invested exclusively in a distinct class  (or series) of stock issued by  Fortis
Series,  each of which represents a  separate investment Portfolio within Fortis
Series. Income and both realized and unrealized gains or losses from the  assets
of  each Subaccount of the  Separate Account are credited  to or charged against
that Subaccount  without  regard to  income,  gains  or losses  from  any  other
Subaccount  of the Separate Account or arising  out of any other business we may
conduct. Under certain remote  circumstances, the assets  of one Subaccount  may
not  be  insulated  from  liability  associated  with  another  Subaccount.  New
Subaccounts may be added as new Portfolios  are added to Fortis Series and  made
available  to Contract Owners. Correspondingly, if any Portfolios are eliminated
from Fortis Series, Subaccounts may be eliminated from the Separate Account.
 
FORTIS SERIES FUND, INC.
Fortis Series is a  "series" type of  mutual fund which  is registered with  the
Securities   and  Exchange  Commission  as  a  diversified  open-end  management
investment company under the Investment Company  Act of 1940. Fortis Series  has
served  as the  investment medium  for the  Separate Account  since the Separate
Account commenced operations. Fortis  Series is also  the investment medium  for
Variable  Account C  of Fortis Benefits,  through which  variable life insurance
policies are  issued.  Although we  do  not  foresee any  conflict  between  the
interests  of Contract Owners  and life insurance  policy owners, Fortis Series'
Board  of  Directors  will  monitor  to  identify  any  material  irreconcilable
conflicts that may develop and to determine what action, if any, should be taken
in  response. If it becomes necessary for any separate account to replace shares
of any Portfolio with  another investment, the Portfolio  may have to  liquidate
securities on a disadvantageous basis.
 
Fortis  Benefits purchases  and redeems Fortis  Series' shares  for the Separate
Account at  their  net  asset value  without  the  imposition of  any  sales  or
redemption  charges. Such shares represent interests in the Portfolios of Fortis
Series  available  for  investment  by  the  Separate  Account.  Each  Portfolio
corresponds  to one of  the Subaccounts of  the Separate Account.  The assets of
each Portfolio  are separate  from the  others  and each  Series operates  as  a
separate  investment portfolio whose performance has no effect on the investment
performance of any other Portfolio.
 
Any dividend  or  capital  gain  distributions  attributable  to  Contracts  are
automatically reinvested in shares of the Portfolio from which they are received
at  that  Portfolio's net  asset  value on  the  date paid.  Such  dividends and
distributions will have the effect of reducing the net asset value of each share
of the  corresponding Portfolio  and  increasing, by  an equivalent  value,  the
number  of  shares outstanding  of  that Portfolio.  However,  the value  of the
interests of Contract Owners, Annuitants and Beneficiaries in the  corresponding
Subaccount will not change as a result of any such dividends and distributions.
 
The Portfolios of Fortis Series available for investment by the Separate Account
are  Money Market Series, U.S.  Government Securities Series, Diversified Income
Series, Global Bond Series, High  Yield Series, Asset Allocation Series,  Global
Asset Allocation Series, Value Series,
 
                                       9
<PAGE>
Growth  & Income Series,  S&P 500 Index  Series, Blue Chip  Stock Series, Growth
Stock Series, Global  Growth Series, International  Stock Series and  Aggressive
Growth  Series. A full description of  the Portfolios, their investment policies
and restrictions, their charges, the risks  attendant to investing in them,  and
other  aspects of  their operations  is contained  in the  Prospectus for Fortis
Series  accompanying  this  Prospectus  and  in  the  Statement  of   Additional
Information  for Fortis Series  referred to therein.  Additional copies of these
documents may  be obtained  from  your sales  representative  or from  our  Home
Office.  The complete Risk  Disclosure in the  Prospectus for Diversified Income
Series and Asset Allocation Series should  be read before selection of them  for
Contract Investment.
 
ACCUMULATION PERIOD
 
ISSUANCE OF A CONTRACT AND PURCHASE PAYMENTS
Fortis  Benefits reserves the right to reject  any application for a Contract or
any purchase payment for any reason. If the issuing instructions can be accepted
in the form received, the initial  purchase payment will be credited within  two
Valuation  Dates  after the  later  of receipt  of  the issuing  instructions or
receipt of the initial purchase payment at Fortis Benefits' Home Office. If  the
initial  purchase payment cannot  be credited within  five Valuation Dates after
receipt because the  issuing instructions are  incomplete, the initial  purchase
payment  will be  returned unless  the applicant  consents to  our retaining the
initial purchase payment and crediting it as of the end of the Valuation  Period
in  which the necessary requirements are fulfilled. The initial purchase payment
must be at least $50.
 
The date that the  initial purchase payment  is applied to  the purchase of  the
Contract  is the Contract Date. The Contract  Date is the date used to determine
Contract years, regardless of when the  Contract is delivered. The crediting  of
investment  experience in the Separate Account, or a fixed rate of return in the
Fixed Account, begins as of the Contract Date, even if that date is delayed  due
to underwriting or administrative requirements.
 
We  will accept additional purchase payments at any time after the Contract Date
and prior to the Annuity Commencement Date, as long as the Annuitant is  living.
Purchase payments (together with any required information identifying the proper
Contracts   and  accounts  to  be  credited  with  purchase  payments)  must  be
transmitted to our Home Office. Additional purchase payments are credited to the
Contract and added to the Contract Value  as of the end of the Valuation  Period
in which they are received.
 
Each  additional  purchase payment  must  be at  least  $50; except  that, under
Contracts issued in  connection with a  benefit plan covering  employees, it  is
sufficient  that all purchase payments under  each Contract at all times average
$50. In no case, however, will a purchase payment be accepted if it is less than
$25, and we reserve the right to raise  this minimum to not more than $100.  The
total  of  all  purchase  payments  for all  Contracts  having  the  same owner,
participant or  annuitant may  not exceed  $1 million  (not more  than  $500,000
allocated  to the Fixed Account) without Fortis Benefits' prior approval, and we
reserve the right to modify this limitation at any time.
 
Purchase payments in excess of the initial minimum may be made by monthly  draft
against  the bank account of any Contract  Owner that has completed and returned
to us a special  "Thrift-O-Matic" authorization form that  may be obtained  from
your sales representative or from our Home Office. Arrangements can also be made
for  purchase payments by wire  transfer, payroll deduction, military allotment,
direct deposit and billing. Purchase payments by check should be made payable to
Fortis Benefits Insurance Company.
 
We may cancel a Contract  if its Contract Value  falls below $1,000. (Under  our
current administrative procedures, however, we will not cancel a Contract during
the  first two Contract years, if the Contract Value is at least $500 by the end
of the first Contract year.)  We will provide the  Contract Owner with 90  days'
written  notice so  that additional  purchase payments may  be made  in order to
raise the Contract Value above the applicable minimum. Otherwise, we may  cancel
the  Contract as  of the  end of  the Valuation  Period which  includes the next
anniversary of  the Contract  Date. We  will consider  this a  surrender of  the
Contract  and impose  the same  charges we  would impose  upon a  surrender. See
"Total and Partial  Surrenders." So  long as  the Contract  Value remains  above
$1,000, no additional purchase payments under a Contract are ever required.
 
CONTRACT VALUE
Contract Value is the total of any Separate Account Value in all the Subaccounts
of  the Separate Account  pursuant to a  Contract, plus any  Fixed Account Value
under the Contract. For a discussion  of how Fixed Account Value is  calculated,
see "The Fixed Account."
 
There  is no  guaranteed minimum  Separate Account  Value. The  Separate Account
Value will reflect the  investment experience of the  chosen Subaccounts of  the
Separate  Account, all purchase  payments made, any  partial surrenders, and all
charges assessed  in  connection  with the  Contract.  Therefore,  the  Separate
Account  Value changes from Valuation Period  to Valuation Period. To the extent
Contract Value is allocated  to the Separate Account,  the Contract Owner  bears
the entire investment risk.
 
DETERMINATION  OF SEPARATE ACCOUNT VALUE. A Contract's Separate Account Value is
based on Accumulation Unit values, which are determined on each Valuation  Date.
The  value of  an Accumulation Unit  for a  Subaccount on any  Valuation Date is
equal to the previous value of that Subaccount's Accumulation Unit multiplied by
that Subaccount's  net  investment factor  (discussed  directly below)  for  the
Valuation Period ending on that Valuation Date. Net purchase payments applied to
a given Subaccount will be used to purchase Accumulation Units at the unit value
of  that Subaccount  next determined  after receipt  of a  purchase payment. See
"Allocation of  Purchase Payments  and  Contract Value--Allocation  of  Purchase
Payments."
 
At  the end of  any Valuation Period,  a Contract's Separate  Account Value in a
Subaccount is equal to:
 
    - The number of Accumulation Units in the Subaccount; times
 
    - The value of one Accumulation Unit for that Subaccount.
 
The number of Accumulation Units in each Subaccount is equal to:
 
    - The initial Accumulation Units purchased on the Contract Date; plus
 
    - Accumulation Units purchased at the time that additional Net  Purchase
      Payments are allocated to the Subaccount; plus
 
    - Accumulation Units purchased through transfers from another Subaccount
      or from the Fixed Account; less
 
    - Accumulation  Units redeemed  to pay  for the  portion of  any partial
      surrenders allocated to the Subaccount; less
 
    - Accumulation  Units  redeemed  as  part  of  a  transfer  to   another
      Subaccount or to the Fixed Account; less
 
    - Accumulation Units redeemed to pay charges under the Contract.
 
NET  INVESTMENT FACTOR.  A Subaccount's  net investment  factor for  a Valuation
Period is an index number  that reflects certain charges  to a Contract and  the
investment performance of the Subaccount during the Valuation Period. If the net
investment  factor is greater than one, the Subaccount's Accumulation Unit value
has increased. If the net investment  factor is less than one, the  Subaccount's
Accumulation
 
                                       10
<PAGE>
Unit  value  has  decreased.  The  net investment  factor  for  a  Subaccount is
determined by dividing (1) the net asset value per share of the Portfolio shares
held by the Subaccount, determined at  the end of the current Valuation  Period,
plus  the per share  amount of any  dividend or capital  gains distribution made
with respect to the Portfolio shares  held by the Subaccount during the  current
Valuation  Period, minus a per  share charge for the  increase, plus a per share
credit for the decrease, in any income taxes assessed which we determine to have
resulted from the  investment operations of  the Subaccount or  any other  taxes
which  are attributable to the Contract, by (2) the net asset value per share of
the Portfolio shares  held in the  Subaccount as  determined at the  end of  the
previous   Valuation  Period,  and   subtracting  from  that   result  a  factor
representing the mortality risk, expense risk and administrative expense charge.
 
ALLOCATION OF PURCHASE PAYMENTS AND CONTRACT VALUE
 
ALLOCATION OF PURCHASE PAYMENTS. In the application for a Contract, the Contract
Owner can allocate Net Purchase Payments, or portions thereof, to the  available
Subaccounts  of  the  Separate  Account  or  to  the  Fixed  Account,  or  both.
Percentages must be in whole numbers  and the total allocation must equal  100%.
The  percentage allocations  for future  Net Purchase  Payments may  be changed,
without charge, at  any time by  sending a Written  Request to Fortis  Benefits'
Home  Office. Changes in the allocation of  future Net Purchase Payments will be
effective on the date we receive the Contract Owner's Written Request.
 
TRANSFERS. Transfers of Contract Value from one available Subaccount to  another
or  into the Fixed Account can be made  by the Contract Owner by Written Request
to Fortis Benefits' Home  Office, or by telephone  transfer as described  below.
There is currently no charge for any transfer. All or part of the Contract Value
in  one or more  Subaccounts of the  Separate Account may  be transferred at one
time. We  may  in our  discretion  permit  a continuing  request  for  transfers
automatically and on a periodic basis. However, we reserve the right to restrict
the  frequency of or  otherwise condition, terminate, or  impose charges (not to
exceed $25  per  transfer)  upon  transfers  out  of  a  Subaccount  during  the
Accumulation  Period. The only current restriction on the frequency of transfers
is a prohibition of making transfers INTO the Fixed Account within six months of
a transfer out of the Fixed Account. Transfers of Contract Value FROM the  Fixed
Account  are restricted  in both  amount and  timing. See  "Fixed Account--Fixed
Account Transfers, Total and  Partial Surrenders." We  will count all  transfers
between  and among the Subaccounts of the Separate Account and the Fixed Account
as one transfer, if all the transfer requests are made at the same time as  part
of  one  request. We  will execute  the  transfers and  determine all  values in
connection with transfers  as of the  end of  the Valuation Period  in which  we
receive the transfer request.
 
If  you complete and  return the telephone transfer  section of the application,
transfers may  be  made  pursuant  to  telephone  instructions.  We  will  honor
telephone  transfer  instructions  from  any  person  who  provides  the correct
identifying information. Fortis Benefits  will not be  responsible for, and  you
will  bear  the  risk  of loss  from,  oral  instructions,  including fraudulent
instructions which  are  reasonably  believed  to be  genuine.  We  will  employ
reasonable procedures to confirm that telephone instructions are geniune, but if
such  procedures are not deemed reasonable, we  may be liable for any losses due
to unauthorized or fraudulent instructions. Our procedures are to verify address
and social security number, tape record the telephone call, and provide  written
confirmation of the transaction.
 
We  may modify or terminate  our telephone transfer procedures  at any time. The
number for telephone transfers is 1-800-800-2638 (Ext. 3057).
 
Certain restrictions on very substantial  investments in any one Subaccount  are
set  forth under  "Limitations on  Allocations" in  the Statement  of Additional
Information.
 
TOTAL AND PARTIAL SURRENDERS
 
TOTAL SURRENDERS. The  Contract Owner may  surrender all of  the Cash  Surrender
Value  at any  time during the  life of the  Annuitant and prior  to the Annuity
Commencement Date by a Written Request sent to Fortis Benefits' Home Office.  We
reserve the right to require that the Contract be returned to us prior to making
payment,  although this will not  affect our determination of  the amount of the
Cash Surrender Value. Cash Surrender Value is  the Contract Value at the end  of
the Valuation Period during which the Written Request for the total surrender is
received  by Fortis Benefits  at its Home Office,  less any applicable surrender
charge and less any applicable administrative charge. For a discussion of  these
charges and the circumstances under which they apply, see "Annual Administrative
Charge" and "Surrender Charge."
 
The  written consent of  all collateral assignees  and irrevocable beneficiaries
must be obtained  prior to  any total  surrender. Surrenders  from the  Separate
Account  will generally  be paid  within seven  days of  the date  of receipt by
Fortis Benefits' Home Office  of the Written  Request. Postponement of  payments
may occur, however, in certain circumstances. See "Postponement of Payment."
 
Since  the Contract  Owner assumes the  investment risk with  respect to amounts
allocated to the Separate Account, and because certain surrenders are subject to
a surrender charge, the amount paid  upon total surrender of the Cash  Surrender
Value  (taking into account  any prior partial  surrenders) may be  more or less
than the  total  Net Purchase  Payments  made. After  a  surrender of  the  Cash
Surrender  Value or  at any time  the Contract Value  is zero all  rights of the
Contract Owner, Annuitant, and any Beneficiary, will terminate.
 
PARTIAL SURRENDERS.  At any  time prior  to the  Annuity Commencement  Date  and
during  the lifetime of the Annuitant, you  may surrender a portion of the Fixed
Account Value and/or the Separate Account  Value by sending to Fortis  Benefits'
Home  Office a  Written Request. The  minimum partial surrender  amount is $500,
including any surrender charge. If the total Contract Value in both the Separate
Account and Fixed Account would be less than $1,000 after the partial surrender,
Fortis Benefits  will  surrender  the  entire Cash  Surrender  Value  under  the
Contract. (Under our current administrative procedures, however, we will honor a
surrender  request during  the first  two Contract  years without  regard to the
remaining Contract Value.)
 
In order for a  request to be  processed, the Contract  Owner MUST specify  from
which  Subaccounts  of  the Separate  Account  or  the Fixed  Account  a partial
surrender should be made and charges deducted.
 
We will surrender Accumulation  Units from the Separate  Account and/ or  dollar
amounts from the Fixed Account so that the total amount of the partial surrender
equals  the dollar amount  of the partial surrender  request plus any applicable
surrender charge. The  partial surrender  will be effective  at the  end of  the
Valuation  Period  in which  Fortis Benefits  receives  the Written  Request for
partial surrender at  its Home Office.  Payments will generally  be made  within
seven  days of the effective  date of such request,  although certain delays are
permitted. See "Postponement of Payment."
 
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,
 
                                       11
<PAGE>
disability or hardship. (Hardship distributions will be limited to the lesser of
the amount of  the hardship  or the  amount of  salary reduction  contributions,
exclusive  of  earnings thereon.)  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.
    
 
   
If  the contract  is issued  on or  after May 1,  1997 and  in a  state that has
approved the Enhanced Death Benefit Rider (check with your representative as  to
its  availability in your state), the death benefit will be equal to the greater
of (1), (2), or (3) as follows:
    
 
   
(1)(a)  If a Contract Owner or the  Annuitant dies before the date any  Contract
        Owner  or  Annuitant  first  reaches age  75,  the  accumulation  of Net
        Purchase Payments made  less all  prior surrenders  and less  previously
        imposed  surrender charges  at an  effective annual  rate of  3.0%. This
        amount may not exceed a maximum of two times the following: Net Purchase
        Payments made  less all  prior surrenders  and less  previously  imposed
        surrender charges. This amount is referred to as the "roll-up amount."
    
 
   
                                       or
    
 
   
(1)(b)  If  the Annuitant  or a  Contract Owner  dies on  or after  the date any
        Contract Owner or Annuitant first reaches age 75, the roll-up amount  as
        of the date that a Contract Owner or Annuitant first reaches age 75 plus
        subsequent  Net Purchase  Payments made, less  subsequent surrenders and
        less subsequently imposed surrender charges.
    
 
   
(2) The Contract Value as of the date used for valuing the death benefit.
    
 
   
(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.)
    
 
   
If the contract is issued prior  to May 1, 1997, or on  or after that date in  a
state  that has not approved the Enhanced Death Benefit rider, the death benefit
will be equal to the greater of (1), (2), or (3) as follows:
    
 
(1) the sum of all Net Purchase Payments made, less all prior surrenders  (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 Payment." If
we  do not receive  a Written Request for  a settlement method,  we will pay the
death benefit in a single sum, based on values determined at that time.
 
The Beneficiary  may (a)  receive a  single sum  payment, which  terminates  the
Contract, or (b) select an annuity option. If the Beneficiary selects an annuity
option,  he or she will have all the rights and privileges of an Annuitant under
the Contract. If the Beneficiary desires an annuity option, the election  should
be made within 60 days of the date the death benefit becomes payable. Failure to
make  a timely election can result  in unfavorable tax consequences. For further
information, see "Federal Tax Matters."
 
We accept any of the  following as proof of death:  a copy of a certified  death
certificate;  a copy of a certified decree  of a court of competent jurisdiction
as to the finding of death; a written statement by a medical doctor who attended
the deceased at the time of death.
 
If the  Contract  Owner  dies  before  the  Annuitant  and  before  the  Annuity
Commencement  Date with respect to  a Non-Qualified Contract, certain additional
requirements are  mandated by  the Internal  Revenue Code,  which are  discussed
below  under  "Federal Tax  Matters--  Required Distributions  for Non-Qualified
Contracts." It is imperative  that Written Notice of  the death of the  Contract
Owner  be promptly transmitted  to Fortis Benefits  at its Home  Office, so that
arrangements can be made for distribution of the entire interest in the Contract
to the  Beneficiary  in  a  manner that  satisfies  the  Internal  Revenue  Code
requirements.  Failure to satisfy these requirements  may result in the Contract
not being treated as an annuity contract for federal income tax purposes,  which
could have adverse tax consequences.
 
   
CONTRACT LOANS (SECTION 403(B) QUALIFIED CONTRACTS ONLY)
    
   
During  the Accumulation Period,  a Contract Owner  may request a  loan from the
Contract Value.  If  the  loan  meets  the  amount  and  repayment  requirements
described  below, it will not  be reported to the  Internal Revenue Service as a
taxable distribution. Forms provided by us must be used to apply for a  Contract
Loan. You can obtain these forms from our Home Office.
    
 
   
Any loan will be secured by a security interest in the Contract. An amount equal
to  the loan will be held in the Fixed Account, where it will be credited with 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.
    
 
   
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
    
 
                                       12
<PAGE>
   
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. Except for
contracts issued in  connection with  life insurance policies  issued by  Fortis
Benefits,  the Annuity Commencement  Date must be  at least two  years after the
Contract Date.
 
Depending on  the type  of retirement  arrangement in  connection with  which  a
Contract is issued, amounts that are distributed either too soon or too late may
be  subject to penalty taxes  under the Internal Revenue  Code. See "Federal Tax
Matters." You should consider this carefully in selecting or changing an Annuity
Commencement Date.
 
In order for  the Contract Owner  to advance or  defer the Annuity  Commencement
Date,  the Contract Owner  must submit a Written  Request during the Annuitant's
lifetime. The request  must be  received at  our Home  Office at  least 30  days
before   the  then-scheduled   Annuity  Commencement   Date.  The   new  Annuity
Commencement Date must also  be at least  30 days after  the Written Request  is
received.  There is no right  to make any total  or partial surrender during the
Annuity Period.
 
COMMENCEMENT OF ANNUITY PAYMENTS
If the Contract  Value at the  end of  the Valuation Period  which contains  the
Annuity  Commencement Date is less  than $5,000, we may  pay the entire Contract
Value, without  the imposition  of  any charges  other  than premium  taxes,  if
applicable,  in  a  single  sum  payment  to  the  Annuitant  or  other properly
designated payee and cancel the Contract.
 
Otherwise, Fortis Benefits will apply (1)  the Fixed Account Value to provide  a
Fixed  Annuity Option and  (2) the Separate  Account Value in  any Subaccount to
provide a Variable Annuity Option using the same Subaccount, unless the Contract
Owner has notified us by  Written Request to apply  the Fixed Account Value  and
Separate  Account Value in different proportions.  Any such Written Request must
be received  by us  at our  Home  Office at  least 30  days before  the  Annuity
Commencement Date.
 
Annuity  payments under  a Fixed or  Variable Annuity  Option will be  made on a
monthly basis to  the Annuitant  or other properly-designated  payee, unless  we
agree  to a different payment  schedule. If more than one  person is named as an
Annuitant, the Contract Owner may  elect to name one of  such persons to be  the
sole Annuitant as of the Annuity
 
                                       13
<PAGE>
Commencement  Date. We reserve the right to  change the frequency of any annuity
payment so that each payment will be at least $50. There is no right to make any
total or partial surrender during the Annuity Period.
 
The amount of each annuity payment will  depend on the amount of Contract  Value
applied  to an annuity option,  the form of annuity selected  and the age of the
Annuitant. Information concerning the  relationship between the Annuitant's  sex
and the amount of annuity payments, including special requirements in connection
with  employee  benefit  plans,  is  set  forth  under  "Calculation  of Annuity
Payments"  in  the  Statement  of  Additional  Information.  The  Statement   of
Additional  Information also contains detailed  information about how the amount
of each annuity payment is computed.
 
The dollar amount of any fixed  annuity payments is specified during the  entire
period  of  annuity payments  according to  the provisions  of the  annuity form
selected.
 
The dollar amount of variable annuity payments varies during the annuity  period
based  on changes in Annuity Unit Values  for the Subaccounts that you choose to
use in connection with your payments.
 
RELATIONSHIP BETWEEN SUBACCOUNT  INVESTMENT PERFORMANCE AND  AMOUNT OF  VARIABLE
ANNUITY PAYMENTS
If  a Subaccount  on which a  variable annuity  payment is based  has an average
effective net  investment return  higher than  4% per  annum during  the  period
between two such annuity payments, the Annuity Unit Value will increase, and the
second  payment will be  higher than the first.  Conversely, if the Subaccount's
average effective  net investment  return over  the period  between the  annuity
payments  is less than 4%  per annum, the Annuity  Unit Value will decrease, and
the second payment will  be lower than the  first. "Net investment return,"  for
this  purpose, refers to the Subaccount's overall investment performance, net of
the mortality and  expense risk  and administrative expense  charges, which  are
assessed at a nominal aggregate annual rate of 1.35%.
 
We  guarantee that the amount  of each variable annuity  payment after the first
payment will not be  affected by variations in  our mortality experience or  our
expenses,  except to  the extent  that we  reserve the  right to  impose the $35
annual administrative expense  charge during the  Annuity Period just  as we  do
during the Accumulation Period.
 
TRANSFERS.  During the Annuity Period, the person receiving annuity payments may
make up to four transfers  a year among Subaccounts  or from Subaccounts to  the
Fixed  Account.  The current  procedures  for these  transfers  are the  same as
described  above   under  "Allocation   of   Purchase  Payments   and   Contract
Value--Transfers."  Transfers out of the Fixed  Account are not permitted during
the Annuity Period.
 
ANNUITY FORMS
The Contract Owner may select an annuity form or change a previous selection  by
Written  Request,  which must  be received  by us  at least  30 days  before the
Annuity Commencement Date. Only  one annuity form may  be selected, although  as
discussed above, payments under that form may be received on a combination fixed
and  variable basis. If  no annuity form  selection is in  effect on the Annuity
Commencement Date,  in most  cases we  automatically apply  Option B  (described
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.
 
OPTION D, JOINT AND ONE-HALF CONTINGENT  SURVIVOR ANNUITY. Payments are made  as
of  the first Valuation  Date of each  monthly period starting  with the Annuity
Commencement Date. Payments will continue as long as either the Annuitant or the
joint Annuitant is alive. If the Annuitant dies first, payments will continue to
the joint Annuitant at one-half the original amount. If the joint Annuitant dies
first, payments will  continue to  the Annuitant  at the  original full  amount.
Payments will stop when both the Annuitant and the joint Annuitant have died. It
is  possible  for the  payee or  payees under  this option  to receive  only one
payment if both Annuitants die before the second payment is due.
 
We also have  other annuity forms  available and information  about them can  be
obtained  from your sales  representative or by  calling or writing  to our Home
Office.
 
DEATH OF ANNUITANT OR OTHER PAYEE
Under most  annuity forms  offered  by Fortis  Benefits,  the amounts,  if  any,
payable  on  the  death of  the  Annuitant  during the  Annuity  Period  are the
continuation of annuity payments for any  remaining guarantee period or for  the
life  of  any joint  Annuitant. In  all  cases, the  person entitled  to receive
payments also  receives any  rights and  privileges under  the annuity  form  in
effect.
 
Additional  rules applicable to such distributions under Non-Qualified Contracts
are  described   under   "Federal  Tax   Matters--Required   Distributions   for
Non-qualified  Contracts".  Though the  rules there  described  do not  apply to
Contracts issued in connection with qualified plans, similar rules apply to  the
plans themselves.
 
CHARGES AND DEDUCTIONS
 
The charges that we assess in connection with the Contracts are described below.
 
PREMIUM TAXES
The  states of South Dakota and Wyoming impose a premium tax upon the receipt of
a purchase payment.  In those  states, and in  any other  state or  jurisdiction
where  premium  taxes or  similar assessments  are imposed  upon the  receipt of
purchase payments, Fortis  Benefits pays such  taxes on behalf  of the  Contract
Owner  and then will deduct  a charge for these  amounts from the Contract Value
upon the surrender, death of the  Annuitant or Contract Owner, or  annuitization
of the Contract. In jurisdictions where premium taxes or similar assessments are
imposed   at   the   time   annuity  payments   begin,   Fortis   Benefits  will
 
                                       14
<PAGE>
deduct a charge for such amounts from  the Contract Value at that time. In  such
jurisdictions,  the  charge  will  be  deducted on  a  pro-rata  basis  from the
then-current Fixed Account Value and,  by redemption of Accumulation Units,  the
then-current  Separate  Account  Value  in  each  Subaccount.  Similarly, Fortis
Benefits may deduct premium taxes from the Contract Value when no deduction  was
made  from  purchase  payments,  but  is  subsequently  determined  to  be  due.
Conversely, Fortis Benefits  will credit  to Contract  Value the  amount of  any
deductions  for  premium  taxes  or similar  assessments  that  are subsequently
determined not to be owed.
 
Applicable premium tax rates depend upon the Contract Owner's then-current place
of residence. Currently, premium taxes and similar assessments range from 0%  to
3.5% of purchase payments or the amount annuitized. Applicable rates are subject
to change by legislation, administrative interpretations or judicial acts.
 
ANNUAL ADMINISTRATIVE CHARGE
A  $35  annual administrative  charge is  deducted each  Contract year  from the
Contract Value on each  anniversary of the Contract  Date. (This charge will  be
lower  to the extent  legally required in  some states.) This  charge is to help
cover  administrative  costs  such  as  those  incurred  in  issuing  Contracts,
establishing   and  maintaining  the  records   relating  to  Contracts,  making
regulatory filings  and furnishing  confirmation notices,  voting materials  and
other communications, providing computer, actuarial and accounting services, and
processing  Contract transactions. 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 .10%  of the average
daily net  assets of  the Subaccount.  This charge  is imposed  during both  the
Accumulation  Period and  the Annuity  Period. The  daily administrative expense
charge is assessed to help cover administrative expenses such as those described
above under  "Annual Administrative  Charge." The  daily administrative  expense
charge,  like the annual  administrative charge, is  designed to defray expenses
actually incurred.  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.
 
FREE SURRENDERS.  The  following amounts  can  be withdrawn  from  the  Contract
without a surrender charge:
 
    - Any purchase payments received by us more than five years prior to the
      surrender date and that have not been previously surrendered;
 
    - In  any Contract year, up to 10%  of the purchase payments received by
      us less than five  years prior to the  surrender date (whether or  not
      the purchase payments have been previously surrendered).
 
Purchase  payments not subject to a surrender  charge are deemed to be withdrawn
first. If all purchase payments have been withdrawn, the remaining earnings  can
be withdrawn without a surrender charge. That is, surrender charges do not apply
to Contract earnings. For this purpose, it is assumed that all purchase payments
are  withdrawn before earnings are withdrawn.  (For federal income tax purposes,
however, certain partial surrenders will be deemed to come first from  earnings.
See "Federal Tax Matters.")
 
                                       15
<PAGE>
No  surrender charge  is imposed  on annuitization (or  payment of  a single sum
because the  Contract Value  is less  than the  minimum required  to provide  an
annuity  on the Annuity Commencement Date). Nor is the surrender charge deducted
from the payment  of any  benefit upon  the death  of an  Annuitant or  Contract
Owner.
 
In  addition, we  have an administrative  policy to waive  surrender charges for
full surrenders of  Contracts that have  been in  force for at  least ten  years
provided  that the amount then subject to  the surrender charge is less than 25%
of the Contract Value. Since the Contracts have been offered only since 1988, no
such waivers have yet  been made. We  reserve the right  to change or  terminate
this practice at any time, both for new and for previously issued Contracts.
 
AMOUNT  OF SURRENDER  CHARGE. Surrender charges  apply only if  the amount being
withdrawn exceeds the sum of the amounts listed above under Free Surrenders. The
surrender charge is 5% of the purchase payments withdrawn which were received by
us less than five years prior to the surrender date.
 
We anticipate  the  surrender  charge  will  not  be  sufficient  to  cover  our
distribution  expenses. To the extent that  the surrender charge is insufficient
to cover the actual costs of distribution,  such costs will be paid from  Fortis
Benefits'  General Account  assets, which will  include profit,  if any, derived
from the mortality and expense risk charge.
 
NURSING CARE/HOSPITALIZATION WAIVER OF SURRENDER CHARGES. Surrender charges will
not be assessed when  a total or  partial withdrawal is  requested: (1) after  a
covered  person has been confined in a  hospital or skilled health care facility
for at least 60 consecutive days and the covered person continues to be confined
in the hospital or skilled care facility when the request is made; or (2) within
60 days following a covered person's discharge from a hospital or skilled health
care facility after  confinement of  at least 60  consecutive days.  Confinement
must begin after the effective date of this provision.
 
Covered  persons are the Contract Owner or Owners and the spouse of any Contract
Owner if such spouse is the Annuitant. Surrender Charges will not be waived when
a confinement is due to substance abuse, mental or personality disorders without
a demonstrable organic disease. A degenerative brain disease such as Alzheimer's
Disease is considered an organic disease.
 
This nursing care/hospitalization  waiver of  surrender charges  is provided  by
means  of a rider  to the Contract, which  has not been  approved in all states.
Individuals applying  for a  Contract should  check with  their Fortis  Benefits
representative to determine if this rider is available in their state.
 
MISCELLANEOUS
Because  the Separate  Account invests  in shares  of the  Portfolios of Fortis'
Series, the  net assets  of the  Separate Account  will reflect  the  investment
advisory  fees and  certain other expenses  incurred by the  Portfolios that are
described in the prospectus for Fortis' Series.
 
REDUCTION OF CHARGES
No surrender charge will be imposed under any Contract owned by (A) Fortis, Inc.
or its subsidiaries, and the  following persons associated with such  companies,
if  at  the  Contract Issue  date  they  are: (1)  officers  and  directors; (2)
employees; or (3) spouses of any such persons or any of such persons'  children,
grandchildren,  parents, grandparents, or siblings-- or  spouses of any of these
persons; (B) Series Fund directors, officers, or their spouses (or such persons'
children,  grandchildren,  parents  or  grandparents--or  spouses  of  any  such
persons);  and (C)  representatives or  employees (or  their spouses)  of Fortis
Investors (including agencies) or of other
broker-dealers having a sales agreement with Fortis Investors (or such  persons'
children,  grandchildren,  parents,  or  grandparents--or  spouses  of  any such
persons).
 
The annual administrative  charge may  be reduced or  waived when  sales of  the
contract  are made to individuals or groups of individuals in such a manner that
results in savings  or reduction  of administrative  expense. In  no event  will
reduction  or elimination of the annual administrative charge be permitted where
such reduction or elimination will be unfairly discriminating to any person.
 
FIXED ACCOUNT
 
Contract Owners may allocate Net  Purchase Payments and transfer Contract  Value
to the Fixed Account, in which case such amounts are held in the General Account
of  Fortis Benefits. Because of exemptive and exclusionary provisions, interests
in the Fixed Account have not been  registered under the Securities Act of  1933
and the Fixed Account has not been registered as an investment company under the
Investment  Company Act of 1940. Accordingly,  neither the Fixed Account nor any
interests therein are subject to the provisions of these acts and, as a  result,
the  staff  of  the Securities  and  Exchange  Commission has  not  reviewed the
disclosures in  this  Prospectus  relating to  the  Fixed  Account.  Disclosures
regarding  the  Fixed  Account may,  however,  be subject  to  certain generally
applicable provisions of the  federal securities laws  relating to the  accuracy
and  completeness  of  statements  made  in  prospectuses.  This  Prospectus  is
generally intended to serve as a disclosure document only for the aspects of the
Contract involving the Separate Account  and contains only selected  information
regarding the Fixed Account. More information regarding the Fixed Account may be
obtained from Fortis Benefits' Home Office or from your sales representative.
 
GENERAL DESCRIPTION
Our  obligations with respect to the Fixed  Account are supported by our General
Account. Subject to applicable law, we have sole discretion over the  investment
of the assets in our General Account.
 
Fortis  Benefits guarantees that Contract Value in the Fixed Account will accrue
interest at an effective annual rate of  at least 4%, independent of the  actual
investment  experience of the  General Account. We may,  at our sole discretion,
credit higher  rates  of interest,  although  we  are not  obligated  to  credit
interest  in excess of the guaranteed rate of  4% per year. Any interest rate in
excess of 4% per year with respect  to any amount in the Fixed Account  pursuant
to a Contract will not be modified more than once each calendar year. Any higher
rate  of interest will  be quoted at an  effective annual rate.  The rate of any
excess interest initially  or subsequently credited  to any amount  can in  many
cases  vary, depending on when that amount was originally allocated to the Fixed
Account. Once credited, such interest will be guaranteed and will become part of
Contract Value in the Fixed Account  from which deductions for fees and  charges
may be made.
 
   
Charges  under the Contract are  the same as when  the Separate Account is being
used, except that the 1.35% per annum charged for mortality and expense risk and
administrative expenses is not imposed on amounts of Contract Value in the Fixed
Account.
    
 
FIXED ACCOUNT VALUE
The Contract's Fixed Account Value on any  Valuation Date is the sum of the  Net
Purchase  Payments allocated to  the Fixed Account, plus  any transfers from the
Separate Account,  plus  interest  credited  to  the  Fixed  Account,  less  any
surrenders,  surrender charges or annual administrative charges allocated to the
Fixed Account or transfers to the Separate Account.
 
FIXED ACCOUNT TRANSFERS, TOTAL AND PARTIAL SURRENDERS
Amounts in  the Fixed  Account are  generally  subject to  the same  rights  and
limitations  and will be subject to the same charges as are amounts allocated to
the Subaccounts  of the  Separate  Account with  respect  to total  and  partial
surrenders. See "Total and Partial Surrenders."
 
                                       16
<PAGE>
Transfers  out  of the  Fixed  Account have  special  limitations. Prior  to the
Annuity Commencement  Date, Contract  Owners may  transfer part  or all  of  the
Contract Value from the Fixed Account to the Separate Account, provided that (1)
no  more than one such transfer is made each Contract year, (2) no more than 50%
of the Fixed Account Value is transferred at any time (unless the balance in the
Fixed Account after the transfer would be less than $1,000, in which case up  to
the  entire balance may be transferred) and  (3) at least $500 is transferred at
any one time (or, if less, the entire amount in the Fixed Account). Irrespective
of the above, we may in our discretion permit a continuing request for  transfer
of  lesser  specified amounts  automatically on  a  periodic basis.  However, we
reserve the  right  to  discontinue  or modify  any  such  arrangements  at  our
discretion.
 
No  transfers from the Fixed Account may  be made after the Annuity Commencement
Date.
 
GENERAL PROVISIONS
 
THE CONTRACT
The Contract, copies  of any applications,  amendments, riders, or  endorsements
attached   to  the  Contract,  and  copies  of  any  supplemental  applications,
amendments, endorsements, or revised Contract pages which are mailed to you  are
the  entire  Contract. Only  the President,  Secretary  and Registrar  of Fortis
Benefits can agree to change or waive  any provisions of a Contract. Any  change
or  waiver must  be in  writing and  signed by  one of  these representatives of
Fortis Benefits.
 
The Contracts are non-participating and do not share in dividends or earnings of
Fortis Benefits.
 
POSTPONEMENT OF PAYMENTS
With respect to amounts in the  Subaccounts of the Separate Account, payment  of
any  amount due  upon a total  or partial  surrender, death or  under an annuity
option will ordinarily be  made within seven days  after all documents  required
for such payment are received by Fortis Benefits at its Home Office.
 
However,  Fortis Benefits may defer the determination, application or payment of
any death benefit, partial or total surrender or annuity payment, to the  extent
dependent  on  Accumulation or  Annuity Unit  Values, or  any transfer,  for any
period during which the New York Stock Exchange is closed (other than  customary
weekend  and holiday  closings) or  trading on  the New  York Stock  Exchange is
restricted as  determined by  the Securities  and Exchange  Commission, for  any
period  during  which  any emergency  exists  as a  result  of which  it  is not
reasonably  practicable  for  Fortis   Benefits  to  determine  the   investment
experience  for the Contract,  or for such  other periods as  the Securities and
Exchange Commission may by order permit for the protection of Contract Owners.
 
Fortis Benefits may  also defer  for up  to 15 days  the payment  of any  amount
attributable  to a purchase payment made by  check to allow the check reasonable
time to clear.  Fortis Benefits  may also  defer payment  of surrender  proceeds
payable out of the Fixed Account for a period of up to 6 months.
 
MISSTATEMENT OF AGE OR SEX AND OTHER ERRORS
If  the age or sex of the Annuitant  has been misstated, any amount payable will
be that which the purchase payments paid would have purchased at the correct age
and sex. If we have made any overpayments because of incorrect information about
age or sex,  or any  error or miscalculation,  Fortis Benefits  will deduct  the
overpayment  from the next payment or payments  due. We add underpayments to the
next payment. The  amount of  any adjustment will  be credited  or charged  with
interest at the rate of 4% per year.
 
ASSIGNMENT AND OWNERSHIP RIGHTS
Rights  and interests under a Qualified Contract may be assigned only in certain
narrow circumstances  referred to  in the  Contract. Contract  Owners and  other
payees  may  assign their  rights and  interests under  Non-Qualified Contracts,
including their ownership rights.
 
We take  no responsibility  for the  validity of  any assignment.  An  ownership
change  must be made in writing and a copy must be sent to Fortis Benefits' Home
Office. The change will be  effective on the date it  was made, although we  are
not bound by a change until the date we record it. Contract Owner, Annuitant and
Beneficiary rights are subject to any assignment of record at the Home Office of
Fortis  Benefits. An  assignment or  pledge of a  Contract may  have adverse tax
consequences. See below under "Federal Tax Matters."
 
BENEFICIARY
Before the Annuity  Commencement Date  and while  the Annuitant  is living,  the
Contract  Owner may name or change a  beneficiary or a contingent beneficiary by
sending a  Written Request  of  the change  to  Fortis Benefits.  Under  certain
retirement  programs, however, spousal consent may be required to name or change
a beneficiary, and the right to name a beneficiary other than the spouse may  be
subject  to applicable tax laws and regulations.  We are not responsible for the
validity of any change. A  change will take effect as  of the date it is  signed
but  will not affect any payments we make or action we take before receiving the
Written Request. We also need the consent of any irrevocably named person before
making a requested change.
 
In the event of the death of a Contract Owner or Annuitant prior to the  Annuity
Commencement date the Beneficiary will be determined as follows:
 
    - If there is any surviving Contract Owner, the surviving Contract Owner
      will   be  the  Beneficiary  (this  overrides  any  other  beneficiary
      designation).
 
    - If there is no surviving Contract  Owner, the Beneficiary will be  the
      beneficiary designated by the Contract Owner.
 
    - If  there is no surviving Contract  Owner and no surviving beneficiary
      who has been designated by the Contract Owner, then the estate of  the
      last surviving Contract Owner will be the Beneficiary.
 
REPORTS
We  will mail to  the Contract Owner, at  the last known  address of record, any
reports required by any applicable law or regulation. You should therefore  give
us prompt written notice of any address change. Each Contract Owner will also be
sent  an annual  and a semi-annual  report for Fortis  Series and a  list of the
portfolio securities held in each Portfolio  of Fortis Series. All reports  will
be  mailed to  the person receiving  payments during the  Annuity Period, rather
than to the Contract Owner.
 
RIGHTS RESERVED BY FORTIS BENEFITS
 
Fortis Benefits reserves the right to make certain changes if, in its judgement,
they would best serve the interests  of Contract Owners and Annuitants or  would
be appropriate in carrying out the purposes of the Contract. Any changes will be
made  only to the extent  and in the manner  permitted by applicable laws. Also,
when required by law, Fortis Benefits  will obtain your approval of the  changes
and approval from any appropriate regulatory authority. Such approval may not be
required in all cases, however. Examples of the changes Fortis Benefits may make
include:
 
    - To  operate  the  Separate Account  in  any form  permitted  under the
      Investment Company Act of 1940 or in any other form permitted by law.
 
                                       17
<PAGE>
    - To transfer any assets in any Subaccount to another Subaccount, or  to
      one  or more separate  accounts, or to  the Fixed Account;  or to add,
      combine or remove Subaccounts in the Separate Account.
 
    - To substitute, for the  Portfolio shares held  in any Subaccount,  the
      shares  of another Portfolio of Fortis Series or the shares of another
      investment company or any other investment permitted by law.
 
    - To make any changes  required by the Internal  Revenue Code or by  any
      other applicable law in order to continue treatment of the Contract as
      an annuity.
 
    - To change the time or times of day at which a Valuation Date is deemed
      to have ended.
 
    - To make any other necessary technical changes in the Contract in order
      to conform with any action the above provisions permit Fortis Benefits
      to take, including to change the way Fortis Benefits assesses charges,
      but  without  increasing  as  to  any  then  outstanding  Contract the
      aggregate amount of  the types  of charges which  Fortis Benefits  has
      guaranteed.
 
DISTRIBUTION
 
The  Contracts will be sold by individuals who, in addition to being licensed by
state insurance authorities to sell the  Contracts of Fortis Benefits, are  also
registered  representatives of Fortis Investors,  Inc. ("Fortis Investors"), the
principal underwriter of  the Contracts or  registered representatives of  other
broker-dealer  firms, or  representatives of  other firms  that are  exempt from
broker-dealer regulation.  Fortis Investors  and  any such  other  broker-dealer
firms  are  registered with  the Securities  and  Exchange Commission  under the
Securities Exchange  Act  of 1934  as  broker-dealers  and are  members  of  the
National Association of Securities Dealers, Inc.
 
As  compensation  for distributing  the Contracts,  Fortis Benefits  pays Fortis
Investors a maximum of 7.30% of  all purchase payments. Fortis Investors pays  a
selling  allowance  not  in  excess  of  5.0%  of  purchase  payments  to  other
broker-dealer firms or  exempt firms  who sell the  Contracts. Fortis  Investors
also  pays servicing fees  to broker-dealers and  exempt firms in  the amount of
1/4 of  1% annually,  based on  the amount  of Contract  Value above  a  certain
minimum attributable to that broker-dealer.
 
   
Fortis  Benefits  may,  under certain  flexible  compensation  arrangements, pay
Fortis Investors a  lesser or  a greater  selling allowance  and a  larger or  a
smaller  service fee than as  set forth above, and  Fortis Investors may in turn
pay lesser or greater selling allowances  and larger or smaller service fees  to
its  registered representatives and other broker  dealer firms than as set forth
above. However, in such case, such flexible compensation arrangements will  have
actuarial  present values which  are approximately equivalent  to the amounts of
the  selling  allowances  and  service  fees  set  forth  above.   Additionally,
registered  representatives,  broker-dealer  firms,  and  exempt  firms  may  be
eligible for  additional  compensation  based upon  meeting  certain  production
standards.  Fortis Investors may "chargeback" commissions  paid to others if the
contract upon which the  commission was paid is  surrendered or canceled  within
certain specified time periods.
    
 
Fortis   or  Fortis  Investors  may  also  provide  additional  compensation  to
broker-dealers in connection with sales  of Contracts. Compensation may  include
financial  assistance to broker-dealers in connection with conferences, sales or
training programs for  their employees,  seminars for  the public,  advertising,
sales  campaigns regarding Contracts, and other broker-dealer sponsored programs
or events.  Compensation may  include payment  for travel  expenses incurred  in
connection  with trips  taken by  invited sales  representatives and  members of
their families to locations within or outside of the United States for  meetings
or seminars of a business nature.
 
Fortis  Investors is an indirect subsidiary of  Fortis AMEV and Fortis AG and is
therefore under common control with Fortis Benefits. Fortis Investors' principal
business address is the same as that of our Home Office.
 
FEDERAL TAX MATTERS
 
The following  description is  a general  summary of  the tax  rules,  primarily
related  to federal income  taxes, which in  the opinion of  Fortis Benefits are
currently  in  effect.  These   rules  are  based   on  laws,  regulations   and
interpretations  which are subject  to change at  any time. This  summary is not
comprehensive and is  not intended as  tax advice. Federal  estate and gift  tax
considerations,  as well  as state  and local taxes,  may also  be material. You
should consult a qualified tax adviser as to the tax implications of taking  any
action under a Contract or related retirement plan.
 
NON-QUALIFIED CONTRACTS
Section  72  of  the Internal  Revenue  Code  ("Code") governs  the  taxation of
annuities in general. Purchase payments  made under Non-Qualified Contracts  are
not  excludible or deductible from the gross income of the Contract Owner or any
other person. However, any increase in the accumulated value of a  Non-Qualified
Contract  resulting from the  investment performance of  the Separate Account or
interest credited to the Fixed Account is generally not taxable to the  Contract
Owner  or other payee until received by him or her, as surrender proceeds, death
benefit proceeds, or otherwise. The exception  to this rule is that,  generally,
Contract  Owners who are not natural persons ARE taxed annually for any increase
in the Contract Value. However, this exception does not apply in all cases,  and
you may wish to discuss this with your tax adviser.
 
The  following  discussion  applies  generally  to  Contracts  owned  by natural
persons.
 
In general,  surrenders or  partial  withdrawals under  Contracts are  taxed  as
ordinary  income  to the  extent of  the  accumulated income  or gain  under the
Contract. If a  Contract Owner assigns  or pledges any  part of the  value of  a
Contract,  the value so  pledged or assigned  is taxed to  the Contract Owner as
ordinary income to the same extent as a partial withdrawal.
 
With respect to annuity payment options, although the tax consequences may  vary
depending  on the option elected under the Contract, until the investment in the
Contract is recovered, generally  only the portion of  the annuity payment  that
represents the amount by which the Contract Value exceeds the "investment in the
contract" will be taxed. In general, an Annuitant's or other payee's "investment
in  the contract" is  the aggregate amount  of purchase payments  made by him or
her. After the "investment in the contract" is recovered, the full amount of any
additional annuity  payments  is  taxable. For  variable  annuity  payments,  in
general  the taxable portion of  each annuity payment (prior  to recovery of the
"investment in the contract") is determined  by a formula which establishes  the
specific  dollar amount of each  annuity payment that is  not taxed. This dollar
amount is determined by dividing the  "investment in the contract" by the  total
number  of expected  annuity payments.  For fixed  annuity payments  in general,
prior to recovery of the  "investment in the contract," there  is no tax on  the
amount  of each  payment which  bears the  same ratio  to such  payment that the
"investment in  the contract"  bears  to the  total  expected return  under  the
Contract.  The remainder of each annuity payment is taxable. The taxable portion
of a distribution (in the form of an  annuity or a single sum payment) is  taxed
as ordinary income.
 
                                       18
<PAGE>
For  purposes  of  determining  the  amount  of  taxable  income  resulting from
distributions, all Contracts  and other annuity  contracts issued by  us or  our
affiliates  to the  same Contract  Owner within the  same calendar  year will be
treated as if they were a single contract.
 
There is a 10%  penalty under the  Code on the taxable  portion of a  "premature
distribution."  Generally, an  amount is  a "premature  distribution" unless the
distribution is (1) made on or after  the Contract Owner or other payee  reaches
age  59 1/2, (2) made to a Beneficiary  on or after death of the Contract Owner,
(3) made upon the disability of the  Contract Owner or other payee, or (4)  part
of  a  series of  substantially  equal annuity  payments  for the  life  or life
expectancy of  the  Contract  Owner  or  the  Contract  Owner  and  Beneficiary.
Premature   distributions  may  result,  for  example,  from  an  early  Annuity
Commencement Date, any  early surrender,  partial surrender or  assignment of  a
Contract or the early death of an Annuitant who is not the Contract Owner.
 
A  transfer of ownership of a Contract,  or designation of an Annuitant or other
payee who is not also the Contract  Owner, may result in certain income or  gift
tax  consequences  to the  Contract  Owner that  are  beyond the  scope  of this
discussion. A  Contract Owner  contemplating  any transfer  or assignment  of  a
Contract  should contact a  competent tax adviser with  respect to the potential
tax effects of such transaction.
 
REQUIRED DISTRIBUTIONS FOR NON-QUALIFIED CONTRACTS
In order that  a Non-Qualified Contract  be treated as  an annuity contract  for
federal  income tax  purposes, Section  72(s) of  the Code  requires (a)  if the
person receiving payments  dies on or  after the Annuity  Commencement Date  but
prior  to the time the entire interest in the Contract has been distributed, the
remaining portion of such  interest will be distributed  at least as rapidly  as
under  the method  of distribution being  used as  of the date  of that person's
death; and (b)  if any  Contract Owner dies  prior to  the Annuity  Commencement
Date,  the entire interest in  the Contract will be  distributed (1) within five
years after the date of that Contract  Owner's death or (2) as annuity  payments
which  will begin within one year of  that Contract Owner's death and which will
be made over the life of the  Contract Owner's designated beneficiary or over  a
period not extending beyond the life expectancy of that beneficiary. However, if
the  Contract  Owner's designated  beneficiary is  the  surviving spouse  of the
Contract Owner, the Contract may be  continued with the surviving spouse  deemed
to  be the new Contract Owner for  purposes of Section 72(s). Where the Contract
Owner or other person receiving payments  is not a natural person, the  required
distributions  provided for in Section 72(s) apply upon the death of the primary
Annuitant.
 
No regulations  interpreting the  requirements of  Section 72(s)  have yet  been
issued  (although  proposed regulations  have  been issued  interpreting similar
requirements for qualified plans). Fortis Benefits intends to review and  modify
the  endorsement  if necessary  to  ensure that  the  Contracts comply  with the
requirements of Section 72(s) when clarified by regulation or otherwise.
 
Generally, unless the Beneficiary elects otherwise, the above requirements  will
be  satisfied where the death  occurs prior to the  Annuity Commencement Date by
paying the death  benefit in  a single  sum, subject  to proof  of the  Contract
Owner's death. The Beneficiary, however, may elect by Written Request to receive
an annuity option instead of a lump sum payment. However, if the election is not
made  within 60 days of the date  the single sum death benefit otherwise becomes
payable, particularly where  the annuitant  dies and  the annuitant  is not  the
Contract  Owner, the IRS may disregard the election for tax purposes and tax the
Beneficiary as if a single sum payment had been made.
 
QUALIFIED CONTRACTS
The Contract may  be used  with several types  of tax-qualified  plans. The  tax
rules  applicable to Contract Owners, Annuitants and other payees vary according
to the type of plan and the terms and conditions of the plan itself. In general,
purchase payments made under a retirement  program recognized under the Code  on
behalf  of an individual  are excludible from the  individual's gross income for
tax purposes  during  the Accumulation  Period.  The  portion, if  any,  of  any
purchase  payment made by or on behalf of an individual under a Contract that is
not excluded from  the individual's  gross income  for tax  purposes during  the
Accumulation  Period constitutes the individual's  "investment in the contract."
Aggregate deferrals under all plans at  the employee's option may be subject  to
limitations.
 
The Contracts are available in connection with the following types of retirement
plans:  Section  403(b)  annuity  plans  for  employees  of  certain  tax-exempt
organizations  and  public  educational  institutions;  Section  401  or  403(a)
qualified  pension,  profit-sharing  or  annuity  plans;  individual  retirement
annuities ("IRAs")  under  Section  408(b); simplified  employee  pension  plans
("SEPs")  under Section 408(k);  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.
 
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
 
                                       19
<PAGE>
way  necessary to avoid  any such result. The  Treasury Department may establish
standards in  this regard  through regulations  or rulings.  Such standards  may
apply  only prospectively, although retroactive  application is possible if such
standards were considered not to embody a new position.
 
CERTAIN EXCHANGES
Section 1035  of the  Code  provides generally  that no  gain  or loss  will  be
recognized  upon the  exchange of  a life insurance  or annuity  contract for an
annuity contract. Thus, a  properly completed exchange from  an Old Contract,  a
Fortis Benefits variable life insurance policy, or another life insurance policy
or  annuity contract  into a Contract  pursuant to the  special annuity contract
exchange form we provide for this purpose is not generally a taxable event under
the Code,  and  your  investment in  the  Contract  will be  the  same  as  your
investment  in the  contract or  policy exchanged.  However, an  exchange from a
Fortis Group Fund or other  investment that is not  a life insurance or  annuity
contract may be a taxable event.
 
Certain   existing  annuity  contracts  may  be  "grandfathered"  under  various
provisions of the tax laws, i.e.,  subject to more favorable tax treatment  than
generally  offered  under current  law. For  example, certain  annuity contracts
issued before January 19, 1985 may not  be subject to the distribution rules  of
Code Section 72(s). Also, certain distributions from contracts issued before the
same date may not be subject to the 10% penalty tax for premature distributions.
Also,  if a contract contained principal on  August 13, 1982, that principal may
generally be withdrawn in  a partial distribution before  the withdrawal of  any
taxable gain in the contract. These "grandfather" provisions may be lost if such
contract  is  exchanged  for a  Contract.  In connection  with  contracts issued
pursuant to  Section 1035  exchanges, if  the data  is provided  to us,  we  can
separately  track amounts attributable to purchase payments made to the original
contract before  or  after the  effective  date of  the  Tax Equity  and  Fiscal
Responsibility  Act of 1982. That separate  tracking can preserve certain of the
above grandfathered provisions.
 
Because of the complexity of these  matters, you should consult a qualified  tax
adviser before making any exchange.
 
TAX LAW RESTRICTIONS AFFECTING SECTION 403(B) PLANS
Section 403(b)(12) of the Internal Revenue Code restricts the distribution under
Section 403(b) annuity contracts of:
 
    (1) elective contributions made for years beginning after December 31, 1988;
 
    (2) earnings on those contributions; and
 
    (3) earnings on amounts held as of December 31, 1988.
 
Distribution  of  those  amounts may  only  occur  upon death  of  the employee,
attainment of  age 59  1/2, separation  from service,  disability, or  financial
hardship.  In  addition,  income attributable  to  elective  contributions which
accrues after December 31, 1988 may not be distributed in the case of hardship.
 
VOTING PRIVILEGES
 
In accordance with its view of current applicable law, Fortis Benefits will vote
shares of each of the Portfolios which are attributable to a Contract at regular
and special  meetings of  the shareholders  of Fortis  Series in  proportion  to
instructions  received  from  the  persons having  the  voting  interest  in the
Contract as of the record date for the corresponding Fortis Series  shareholders
meeting.  Contract  Owners  have  the voting  interest  during  the Accumulation
Period, persons  receiving  annuity  payments during  the  Annuity  Period,  and
Beneficiaries  after the death  of the Annuitant or  Contract Owner. However, if
the Investment Company Act of 1940 or any rules thereunder should be amended  or
if  the present  interpretation thereof  should change,  and as  a result Fortis
Benefits determines that it is permitted to vote shares of the Portfolios in its
own right, it may elect to do so.
 
During the Accumulation Period, the number of shares of a Portfolio attributable
to a Contract  is determined by  dividing the  amount of Contract  Value in  the
corresponding  Subaccount pursuant to the Contract as of the record date for the
shareholders meeting by the net  asset value of one  Portfolio share as of  that
date.  During the Annuity  Period, or after  the death of  the Contract Owner or
Annuitant, the number of  Portfolio shares deemed  attributable to the  Contract
will  be computed  in a  comparable manner,  based on  the liability  for future
variable annuity payments allocable to that Subaccount under the Contract as  of
the  record date. Such liability  for future payments will  be calculated on the
basis of  the  mortality assumptions  and  the  assumed interest  rate  used  in
determining  the  number  of Annuity  Units  credited  to the  Contract  and the
applicable Annuity Unit value on the record date. During the Annuity Period, the
number of votes attributable to a  Contract will generally decrease since  funds
set aside to make the annuity payments will decrease.
 
Where  Contract Owners are permitted to instruct  us as to how to vote Portfolio
shares, our policy is to  permit an Annuitant or payee  who is not the  Contract
Owner  to  direct the  Contract  Owner with  respect  to the  voting  of certain
Portfolio shares attributable  to his  or her  Contract. An  Annuitant or  other
payee  may direct the  Contract Owner with  respect to that  number of Portfolio
shares that is attributable  to purchase payments, if  any, contributed by  such
Annuitant  or payee and  any additional shares,  to the extent  authorized by an
employee benefit plan. (For these purposes, the number of shares attributable to
the Annuitant  or  payee  is  computed  on a  basis  consistent  with  that  for
attributing Portfolio shares to Contract Owners, as described above.)
 
Contract  Owners are to instruct Fortis Benefits to vote in accordance with such
directions from  Annuitants  and payees.  Furthermore,  Contract Owners  are  to
instruct  Fortis Benefits to  vote shares of any  Portfolio for which directions
could have been but were  not received from Annuitants  and other payees in  the
same  proportion as other shares in  that Portfolio attributable to the Contract
Owner which  are  to  be  voted in  accordance  with  directions  received  from
Annuitants and other payees. The Contract Owner may instruct us as to the voting
of  any  other  shares  attributable  to Contracts  as  the  Contract  Owner may
determine. The Separate Account, Fortis Series  and Fortis Benefits do not  have
any  obligation to determine  whether or not voting  directions are requested or
received by a Contract Owner or whether  or not a Contract Owner has  instructed
Fortis  Benefits in  accordance with  directions given  by Annuitants  and other
payees.
 
Fortis Benefits  will  vote  shares  as  to which  it  has  received  no  timely
instructions,  and any shares attributable to excess amounts Fortis Benefits has
accumulated in the related Subaccount, in proportion to the voting  instructions
which  it  receives with  respect to  all Contracts  and other  variable annuity
contracts participating in a  Portfolio. To the extent  that Fortis Benefits  or
any  affiliated company holds any  shares of a Portfolio,  they will be voted in
the same proportion as  instructions for that Portfolio  that are received  from
persons holding the voting interest with respect to all Fortis Benefits separate
accounts participating in that Portfolio. Shares held by separate accounts other
than  the  Separate  Account  will  in  general  be  voted  in  accordance  with
instructions of participants  in such other  separate accounts. This  diminishes
the relative voting influence of the Contracts.
 
Each  person having a  voting interest in  a Subaccount of  the Separate Account
will receive  proxy  material,  reports  and other  materials  relating  to  the
appropriate Portfolio. Pursuant to the procedures described above, these persons
may give instructions regarding the election of the Board of Directors of Fortis
Series, ratification of the selection of
 
                                       20
<PAGE>
its independent auditors, the approval of the investment manager of a Portfolio,
changes  in fundamental investment policies of a Portfolio and all other matters
that are put to a vote by Fortis Series shareholders.
 
STATE REGULATION
 
Fortis Benefits  is  subject  to  regulation and  supervision  by  the  Commerce
Department  of the State of Minnesota,  which periodically examines its affairs.
It is also subject  to the insurance laws  and regulations of all  jurisdictions
where  it is authorized to  do business. Fortis Benefits  intends to satisfy the
necessary requirements to sell the Contracts in the District of Columbia and  in
all states other than New York as soon as possible.
 
LEGAL MATTERS
 
The  legality of the Contracts described in this Prospectus has been passed upon
by David A. Peterson, Esquire, Vice  President and Assistant General Counsel  of
Fortis Benefits. Messrs. Freedman, Levy, Kroll & Simonds, Washington, D.C., have
advised Fortis Benefits on certain federal securities law matters.
 
CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
 
<TABLE>
<CAPTION>
                                                    PAGE
 
<S>                                              <C>
Fortis Benefits................................           2
Calculation of Annuity Payments................           2
Services.......................................           3
    - Safekeeping of Separate Account Assets...           3
    - Experts..................................           3
    - Principal Underwriter....................           3
Limitation On Allocations......................           4
Change of Investment Adviser or Investment
 Policy........................................           4
Taxation Under Certain Retirement Plans........           4
Terms of Exemptive Relief in Connection with
 Mortality and Expense Risk Charge.............           8
Other Information..............................           8
Financial Statements...........................           8
APPENDIX A--Performance Information............         A-1
</TABLE>
 
                                       21
<PAGE>
   
                                   APPENDIX A
                       SAMPLE DEATH BENEFIT CALCULATIONS
    
 
   
<TABLE>
<CAPTION>
DATE OF DEATH IS THE 3RD CONTRACT ANNIVERSARY:                                                         EXAMPLE 1    EXAMPLE 2
                                                                                                      -----------  -----------
<S>        <C>                                                                                        <C>          <C>
a.         Net Purchase Payments Made Prior to Date of Death, accumulated at 3.0%...................   $  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>
    
 
   
<TABLE>
<CAPTION>
DATE OF DEATH IS THE 8TH CONTRACT ANNIVERSARY:                                                EXAMPLE 3    EXAMPLE 4    EXAMPLE 5
                                                                                             -----------  -----------  -----------
<S>        <C>                                                                               <C>          <C>          <C>
a.         Net Purchase Payments Made Prior to Date of Death, accumulated at 3.0%..........   $  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>
    
 
   
<TABLE>
<CAPTION>
DATE OF DEATH IS THE 13TH CONTRACT ANNIVERSARY:                                               EXAMPLE 6    EXAMPLE 7    EXAMPLE 8
                                                                                             -----------  -----------  -----------
<S>        <C>                                                                               <C>          <C>          <C>
a.         Net Purchase Payments Made Prior to Date of Death, accumulated at 3.0%..........   $  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>
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                                      A-2
<PAGE>
                                   APPENDIX B
                      EXPLANATION OF EXPENSE CALCULATIONS
 
The  expense  for  a  given  year is  calculated  by  multiplying  the projected
beginning of the year policy value by the total expense rate. The total  expense
rate  is the sum of the variable account expense rate plus the total Series Fund
expense rate plus the annual administrative charge rate.
 
The policy values are projected by assuming a single payment of $1,000 grows  at
an annual rate equal to 5% reduced by the total expense rate described above.
 
   
For example, the 3 year expense for the Growth Stock Series, is calculated as
follows:
    
 
   
<TABLE>
<C>        <S>                                                                                                 <C>        <C>
          --------------------------------------------------------------------------------------------------------------
           Total Variable Account Annual Expenses                                                                  1.35%
          --------------------------------------------------------------------------------------------------------------
    +      Total Series Fund Operating Expenses                                                                    0.67%
          --------------------------------------------------------------------------------------------------------------
    +      Annual Administrative Charge Rate (See Below)                                                           0.13%
          --------------------------------------------------------------------------------------------------------------
    =      Total Expense Rate                                                                                      2.15%
          --------------------------------------------------------------------------------------------------------------
</TABLE>
    
 
The Annual Administrative Charge Rate is calculated by dividing the total Annual
Contract  Charges we collected in  1996 by the average  policy value in force in
1996.
 
   
Year 1 Beginning Policy Value = $1000.00
Year 1 Expense = 1000.00 X 0.0215 = $21.52
    
 
   
Year 2 Beginning Policy Value = $1028.48
Year 2 Expense = 1028.48 X 0.0215 = $22.13
    
 
   
Year 3 Beginning Policy Value = $1057.77
Year 3 Expense = 1057.77 X 0.0215 = $22.76
    
 
   
So the cumulative expenses for years 1-3 for the Growth Stock Series are equal
to $21.52 + $22.13 + $22.76 = $66.41
    
 
If the contract is surrendered, the surrender charge is the surrender charge
percentage times the purchase payment minus the 10% free withdrawal amount:
 
   
<TABLE>
<S>                      <C>        <C>            <C>        <C>                <C>        <C>
   Surrender Charge                   (Initial                    10% Free                    Surrender
      Percentage             X         Premium         -         Withdrawal)         =          Charge
         0.05                X       (  $1000.00       -        $100.00     )        =          $45.00
</TABLE>
    
 
   
So the total expense if surrendered is $66.41 + $45.00 = $111.41
    
 
                                      B-1
<PAGE>
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                                      B-2
<PAGE>


  Individual Flexible Premium Deferred Variable Annuity Contracts (Opportunity)
                                      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. 1-800-800-2638, ext. 3057; mailing
address: P.O. Box 64272, St. Paul, MN 55164.  The Contracts are issued by Fortis
Benefits through its Variable Account D (the "Separate Account").

TABLE OF CONTENTS

                                                                 Page

Fortis Benefits. . . . . . . . . . . . . . . . . . . . . . . . . . .2
Calculation of Annuity Payments. . . . . . . . . . . . . . . . . . .2
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
  - Safekeeping of Separate Account Assets . . . . . . . . . . . . .3
  - Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
  - Principal Underwriter  . . . . . . . . . . . . . . . . . . . . .3
Limitation on Allocations. . . . . . . . . . . . . . . . . . . . . .4
Change of Investment Adviser or Investment Policy. . . . . . . . . .4
Taxation Under Certain Retirement Plans. . . . . . . . . . . . . . .4
Other Information. . . . . . . . . . . . . . . . . . . . . . . . . .8
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . .9
Appendix A - Performance Information . . . . . . . . . . . . . . .A-1

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


                                          1
<PAGE>

FORTIS BENEFITS

Fortis Benefits Insurance Company, the issuer of the Contracts, is a Minnesota
corporation qualified to sell life insurance and annuity contracts in the
District of Columbia and in all states except New York.  Fortis Benefits is a
wholly-owned subsidiary of Time Insurance Company, a stock company originated
under the laws of Wisconsin, which itself is a wholly-owned subsidiary of
Fortis, Inc.  Fortis, Inc. is a corporation based in New York, which manages the
United States operations of Fortis AMEV and Fortis AG.  Fortis, Inc. is
wholly-owned by Fortis International, Inc., which is in turn wholly-owned by
Sycamore Insurance Holding N.V.  The latter is 50% owned by Fortis AMEV and 50%
owned, through certain subsidiaries, by Fortis AG.

Fortis AMEV is a publicly-traded, multi-national insurance and financial
services group headquartered in The Netherlands.  Fortis AMEV is an
international financial services firm that has been in business since 1847.  It
is one of the largest holding companies in Europe with subsidiary companies in
twelve countries on four continents.  Fortis AMEV is the third largest insurance
company in the Netherlands.  Fortis AG is a multi-national insurance, real
estate and financial services firm that has been in business since 1824.  It has
subsidiary companies in eight countries.  Fortis AG is one of the largest life
insurance companies in Belgium.  Fortis AMEV and Fortis AG have combined assets
of approximately $175 billion.

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

CALCULATION OF ANNUITY PAYMENTS

FIXED ANNUITY OPTION

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

VARIABLE ANNUITY OPTION

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

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


                                          2
<PAGE>

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

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

GENDER OF ANNUITANT

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

SERVICES

SAFEKEEPING OF SEPARATE ACCOUNT ASSETS

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

EXPERTS

The financial statements of Fortis Benefits Insurance Company and
Fortis Benefits Insurance Company Variable Account D, appearing in this
Statement of Additional Information and Registration Statement, have been
audited by Ernst & Young LLP, 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 $31,643,856, $29,918,620 and $30,567,607 to Fortis 
Investors for annuity contract distribution services during 1994, 1995 and 
1996 respectively.  Of these totals, the sums of $4,065,075, $3,925,959 and 
$7,531,629 for the years 1994, 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, except that the maximum age is 74 1/2 in 
Washington state.  Contracts are not currently available in New Jersey and 
New York.

LIMITATION ON ALLOCATIONS

Under the Contract, Fortis Benefits reserves the right to control the amount of
any assets in any investment alternative.  Pursuant to this authority, Fortis
Benefits has established the following administrative procedures for the
protection of the interests of ail investors participating in Fortis Series'
Portfolios:  a Contract Owner may not invest, allocate, transfer or exchange
Contract Value
                                          3
<PAGE>

into any Subaccount if the value allocated to that Subaccount under the Contract
(and under any other insurance or annuity contracts directly or indirectly
controlled by the same person, jointly or individually) would immediately
thereafter equal 25% or more of the related Fortis Series Portfolio's net
assets.  Fortis Benefits reserves the right to modify these procedures at any
time.

CHANGE OF INVESTMENT ADVISER OR INVESTMENT POLICY

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

TAXATION UNDER CERTAIN RETIREMENT PLANS

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

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

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

TAXATION OF DISTRIBUTIONS. Distributions from a Section 403(b) tax-deferred 
annuity contract are taxed as ordinary income to the recipient as described 
under "Federal Tax Matters" in the Prospectus.  Taxable distributions 
received before the employee attains age 59 1/2 generally are subject to a 
10% penalty tax in addition to regular income tax.  Certain distributions are 
excepted from this penalty tax, including distributions following the 
employee's death, disability, separation from service after age 55, 
separation from service at any age if the distribution is in the form of an 
annuity for the life (or life expectancy) of the employee (or the employee 
and Beneficiary) and distributions not in excess of deductible medical 
expenses.  In addition, no distributions of voluntary salary reduction 
amounts made for years after December 31, 1988 (plus earnings thereon and 
earnings on Contract values as of December 31, 1988) will be permitted prior 
to one of the following events: attainment of age 59 1/2 by the employee or 
the employee's separation from service, death, disability or hardship. 
(Hardship distributions will be limited to the lesser of the amount of the 
hardship or the amount of salary reduction contributions, exclusive of 
earnings thereon.)

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


                                          4
<PAGE>

403(b) programs to individual retirement annuities or other Section 403(b)
programs under certain circumstances.

SECTION 401 QUALIFIED PENSION, PROFIT-SHARING OR ANNUITY PLANS

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

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

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

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

INDIVIDUAL RETIREMENT ANNUITIES

PURCHASE PAYMENTS.  Individuals may make contributions for individual retirement
annuity ("IRA") Contracts.  Deductible contributions for any year may be made up
to the lesser of $2,000 or 100% of compensation for individuals who (1) are not
(and whose spouses are not) active participants in another retirement plan, (2)
are 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.
                                          5
<PAGE>

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

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

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

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

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

TAX-FREE ROLLOVERS:  Generally, rollovers and direct transfers may be made to
and from SIMPLE IRAs in the same manner as described above for IRAs, subject to
the same conditions and limitations. Rollovers or transfers to other IRAs, other
than SIMPLE IRAs, are also possible but only after the second anniversary of
commencement of participation in the employer's SIMPLE IRA
                                          6
<PAGE>

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 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.

                                          7
<PAGE>

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
FORTIS BENEFITS 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 Separate Account may be included.
The information below provides investment results for the indicated Subaccounts
of the Separate Account.  The results shown in this section are not an estimate
or guarantee of future investment performance, and do not represent the actual
experience of amounts invested by a particular Participant.

YIELD CALCULATIONS

Yield information for the Money Market Subaccount will be based on the seven
days ended on a specified date.  It will be computed by determining the net
change, exclusive of capital changes, in the value of a hypothetical pre-
existing account (after the deduction of all asset based charges) having a
balance of one Accumulation Unit at the beginning of the period, subtracting a
proportionate amount of the annual administrative charge (based on average
Contract size), and dividing the difference by the value of the account at the
beginning of the base period to obtain the base period return, and multiplying
the base period return by (365/7), with the resulting yield figure carried to
the nearest hundredth of one percent.  The seven day yield for the Money Market
Subaccount as of December 31, 1996 was 3.80%.

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

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

The seven day effective yield for the Money Market Subaccount as of December 31,
1996 was 3.87%.

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:

               Yield=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, including a proportionate amount of
       the annual administrative charge (based on average Contract size),

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

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


The following table sets forth yield figures for the thirty days ended December
31, 1996:

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

          U.S. Government Securities . . . . . . . . . . . . . . . . . . 7.45%
          Diversified Income . . . . . . . . . . . . . . . . . . . . . . 7.92%
          High Yield . . . . . . . . . . . . . . . . . . . . . . . . . . 8.83%
          Global Bond. . . . . . . . . . . . . . . . . . . . . . . . . . 5.30%


                                       A-1


<PAGE>

TOTAL RETURN CALCULATIONS

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

AVERAGE ANNUAL TOTAL RETURN

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

                    P((1 + T)to the nth) = CSV

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

          T = average annual total return,

          n = number of years, and

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

The following table shows total average annual rates of return for the
periods indicated:
 
<TABLE>
<CAPTION>

                                         ONE-YEAR            FIVE-YEAR        COMMENCEMENT OF
SUBACCOUNT                             PERIOD ENDED        PERIOD ENDED      SUBACCOUNT (1) TO
                                       DEC. 31, 1996     DEC. 31, 1996(1)      DEC. 31, 1996
<S>                                   <C>                <C>                 <C>
GROWTH STOCK                                     11.38%               5.98%              12.10%
U.S. GOVERNMENT SECURITIES                       -2.68%               1.14%               3.20%
DIVERSIFIED INCOME                               -0.73%               2.50%               4.96%
ASSET ALLOCATION                                  7.51%               5.81%               8.87%
GLOBAL GROWTH                                    14.00%                 N/A              11.69%
HIGH YIELD                                        5.53%                 N/A               3.21%
GROWTH & INCOME                                  16.37%                 N/A              14.69%
AGGRESSIVE GROWTH                                 2.70%                 N/A               7.68%
GLOBAL ASSET ALLOCATION                           7.70%                 N/A              10.40%
GLOBAL BOND                                      -1.64%                 N/A               6.12%
INTERNATIONAL STOCK                               9.09%                 N/A               9.50%
VALUE                                               N/A                 N/A                 N/A
S & P 500                                           N/A                 N/A                 N/A
BLUE CHIP                                           N/A                 N/A                 N/A

</TABLE>

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

<PAGE>

Index Subaccount on January 1, 1996, and for all other Subaccounts on May 2,
1988.

CUMULATIVE TOTAL RETURN

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

             CTR = ( CSV - P ) 100
                     -------
                        P

Where:    P = a hypothetical initial purchase payment of $1,000,
          CTR = cumulative total return, and
          CSV = end of period Cash Surrender Value of hypothetical $1,000
          purchase payment made at the beginning of the period, assuming
          deduction of a proportionate amount of the annual administrative
          charge (based on average Contract size).

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

<TABLE>
<CAPTION>
                                  ONE-YEAR            FIVE-YEAR
            SUBACCOUNT          PERIOD ENDED        PERIOD ENDED         COMMENCEMENT
                                DEC. 31, 1995       DEC. 31, 1995      TO DEC. 31, 1995
<S>                             <C>                 <C>                <C>
GROWTH STOCK                              11.38%              33.67%             169.20%
U.S. GOVERNMENT SECURITIES                -2.68%               5.82%              31.35%
DIVERSIFIED INCOME                        -0.73%              13.17%              52.20%
ASSET ALLOCATION                           7.51%              32.63%             108.90%
GLOBAL GROWTH                             14.00%                N/A               67.61%
HIGH YIELD                                 5.53%                N/A                8.79%
GROWTH & INCOME                           16.37%                N/A               44.18%
AGGRESSIVE GROWTH                          2.70%                N/A               21.83%
GLOBAL ASSET ALLOCATION                    7.70%                N/A               21.88%
GLOBAL BOND                               -1.64%                N/A               12.62%
INTERNATIONAL STOCK                        9.09%                N/A               19.91%
VALUE                                       N/A                 N/A                6.99%
S & P 500                                   N/A                 N/A                9.77%
BLUE CHIP                                   N/A                 N/A               11.70%

- ----------------
</TABLE>


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

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.


                                       A-2
<PAGE>

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

                         Global Growth Subaccount

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

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


                                       A-3

<PAGE>

                         Growth Stock Subaccount

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

                         Asset Allocation Subaccount

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

                         Diversified Income Account

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

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

                         U.S. Government Subaccount

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

                         Money Market Subaccount

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

                         International Stock Subaccount

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

                         Global Asset Allocation Subaccount

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

                         Global Bond Subaccount

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

                         Aggressive Growth Subaccount

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

                         Growth and Income Subaccount

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


                                       A-4

<PAGE>

                         High Yield Subaccount

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

                         Blue Chip Stock Subaccount

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

                         Value Subaccount

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

                         S & P 500 Index Subaccount

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


ADDITIONAL PERFORMANCE INFORMATION

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


                                       A-5
<PAGE>


                                        PART C
                                  OTHER INFORMATION
                                  -----------------


Item 24. FINANCIAL STATEMENT AND EXHIBITS

    a.   Financial Statements included in Part B:



         The following financial statements of Variable Account D:

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

              Statement of Net Assets as of December 31, 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:

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

              Balance Sheets of Fortis Benefits Insurance Company 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 Insurance
              Company for the years ended December 31, 1996, 1995 and 1994.

              Notes to Financial Statements for Fortis Benefits Insurance
              Company.

         There are no financial statements included in Part A.

    b.   Exhibits:

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

         2.   Not applicable

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

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

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


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

<PAGE>

         7.   None.

         8.   None.

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

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

              (b)  Power of Attorney for Messrs. Freedman, Mackin, Keller and
                   Pollock (incorporated by reference from Form S-6
                   Registration Statement of Fortis Benefits and its Variable
                   Account C filed on December 17, 1993, File No. 33-73138).

         11.  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 as to financials
              included for Fortis Benefits Insurance Company since those
              financials were previously filed but filed herewith as to
              financials for Separate Account D.

Item 25. DIRECTORS AND OFFICERS OF FORTIS BENEFITS

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

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

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

         Robert Brian Pollock (4)                President and Chief
                                                 Executive Officer

         Thomas Michael Keller (5)               President--Fortis
                                                 Healthcare

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

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

         Allen Royal Freedman (2)                Chairman of the Board

         Henry Carroll Mackin (2)

         Arie Aristide Fakkert (3)

<PAGE>

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

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

         Peggy L. Ettestad (1)                   Senior Vice President -
                                                 Life Operations

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

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

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

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

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

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

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

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


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

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

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

Item 27. NUMBER OF CONTRACT OWNERS

    As of March 31, 1997 there were 48,344 Contract owners.

<PAGE>

Item 28. INDEMNIFICATION

    Pursuant to the Principal Underwriter and Administrative Servicing
Agreement filed as Exhibit 3(a) and (b) to this Registration Statement and
incorporated by this reference, Fortis Benefits has agreed to indemnify Fortis
Investors (and its agents, employees, and controlling persons) for damages and
expenses arising out of certain material misstatements and omissions in
connection with the offer and sale of the Contracts, unless the misstatement or
omission was based on information supplied by Fortis Investors; provided,
however, that no such indemnity will be made to Fortis Investors or its
controlling persons for liabilities to which they would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in the performance
of their duties or by reason of reckless disregard of their obligations under
such agreement.  This indemnity could apply to certain directors, officers or
controlling persons of the Separate Account by virtue of the fact that they are
also agents, employees or controlling persons of Fortis Investors.  Pursuant to
the Principal Underwriter and Servicing Agreement, Fortis Investors has agreed
to indemnify Variable Account D, Fortis Benefits, and each of its officers,
directors and controlling persons for damages and expenses (1) arising out of
certain material misstatements and omissions in connection with the offer and
sale of the Contracts, if the misstatement or omission was based on information
furnished by Fortis Investors or (2) otherwise arising out of Fortis Investors'
negligence, bad faith, willful misfeasance or reckless disregard of its
responsibilities.  Pursuant to its Dealer Sales Agreements, a form of which is
filed as Exhibit 3 (c) and (d) to this registration statement and is
incorporated herein by this reference, firms that sell the Contracts agree to
indemnify Fortis Benefits, Fortis Investors, the Separate Account, and their
officers, directors, employees, agents, and controlling persons from liabilities
and expenses arising out of the wrongful conduct or omissions of said selling
firm or its officers, directors, employees, controlling persons or agents.

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

    Insofar as indemnification for any liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Fortis Benefits or the Separate Account pursuant to the foregoing provisions, or
otherwise, Fortis Benefits and the Separate Account have been advised that in
the opinion of the Securities and Exchange Commission such indemnification may
be against public policy as expressed in the Act and may be, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by Fortis Benefits of expenses incurred or
paid by a director, officer or controlling person of Fortis Benefits or the
Separate Account in the successful defense of any action, suit or proceeding) is
asserted by

<PAGE>

such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, Fortis Benefits will submit to
a court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

Item 29. PRINCIPAL UNDERWRITERS

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

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

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*                                    Assistant Secretary and
                                                 2nd Vice President

Carol M. Houghtby*                               2nd Vice President and
                                                 Treasurer

Dean C. Kopperud*                                President and Director

Scott R. Plummer*                                2nd Vice President &
                                                 Corporate Counsel

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

     (c)   None


Item 30.  LOCATION OF ACCOUNTS AND RECORDS

     The records required to be maintained by Section 31(a) of the Investment
Company Act of 1940 and Rules 31a-1 and 31a-3 thereunder are

<PAGE>

maintained by Fortis Benefits Insurance Company, Fortis Investors, Inc. and
Fortis Advisers, Inc., at 500 Bielenberg Drive, Woodbury, Minnesota 55125.

Item 31.  MANAGEMENT SERVICES

     None.

Item 32.  UNDERTAKINGS

     The Registrant hereby undertakes:

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

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

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

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.

<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

                         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 R. Freedman


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


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


                                             Director
 ---------------------
 Arie Aristide Fakkert


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


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


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



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

<PAGE>

                                    Exhibit Index


Exhibit No.
- -----------

     Consent of Accountants

     Schedule of Computation 

                                        


<PAGE>

                           Consent of Independent Auditors



We consent to the reference to our firm under the caption "Experts" and to the
use of our 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. 16 to the Registration Statement (Form N-4 No.
33-19421) 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
                                           
                        U.S. GOVERNMENT SECURITIES 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:

                       [(($939,047))                    6
                 2 * { ----------------------------  + 1]- 1} = 7.45%
                       [((9,635,092 * 15.935))

    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 on the attached page, and adjusting for the annual administration charge,
the value of such investment at December 31, 1996 and the total return for the
one year period are as follows:

            Ending Value                      Total Return
            ----------------                -----------------
            $973.22                          $973.22 - $1,000
                                            ----------------------- = -2.68%
                                                    $1,000

    Cumlative total return for five years ended December 31, 1996, is as
follows:

    $1,058.17 - $1,000
    ----------------------- = 5.82%
            $1,000

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

    $1,313.5 - $1,000
    ----------------------- = 31.35%
            $1,000

<PAGE>

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

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

    One year ended December 31, 1996:

    $973.22/$1,000 - 1 = -2.68%

    Five years ended December 31, 1996:

                        1/5
    ($1,058.17/$1,000)          - 1 = 1.14%

    Since inception through December 31, 1996:

                        1/8.67
    ($1,313.50/$1,000)          - 1 = 3.20%

<TABLE>
<CAPTION>

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

         <S>            <C>
                         Unit
            Date         Value
         ----------     ----------
         05/01/89       $10.000
         12/31/89        10.756
         12/31/90        11.454
         12/31/91        12.922
         12/31/92        13.529
         12/31/93        14.609
         12/31/94        13.484
         12/31/95        15.805
         12/31/96        15.935

</TABLE>
<PAGE>

                      FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION

                            DIVERSIFIED INCOME SUBACCOUNT

    The subaccount's standardized yield for the 30 day period ended December
31, 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:

                       [(($651,229))                      6
               2 * {  ----------------------------  + 1]  - 1} = 7.92%
                  [((55,653,680 * 1.802))

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 on the attached page, and adjusting for the annual administration charge,
the value of such investment at December 31, 1996 and the total return for the
one year period are as follows:

       Ending Value                             Total Return
       -------------                            ------------
       $992.37                                  $992.37 - $1,000
                                               --------------------- = - .73%
                                                        $1,000

    Cumlative total return for five years ended December 31, 1996, is as
follows:

    $1,131.74 - $1,000
    ----------------------- = 13.17%
           $1,000

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

    $1,522.00 - $1,000
    ----------------------- = 52.20%
           $1,000

<PAGE>

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

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

    One year ended December 31, 1996:

    $992.37/$1,000 - 1 = - .73%

    Five years ended December 31, 1996:

                         1/5
    ($1,131.74/$1,000)          - 1 = 2.50%

    Since inception through December 31, 1996:

                         1/8.67
    ($1,522.00/$1,000)          - 1 = 4.96%

<TABLE>
<CAPTION>

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

    <S>                  <C>
                           Unit
       Date                Value
    ----------           --------
    05/01/88             $1.000
    12/31/88              1.025
    12/31/89              1.135
    12/31/90              1.219
    12/31/91              1.379
    12/31/92              1.457
    12/31/93              1.621
    12/31/94              1.516
    12/31/95              1.754
    12/31/96              1.802

</TABLE>



<PAGE>

                      FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION

                               GROWTH STOCK SUBACCOUNT

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

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

    Based on an initial investment made January 1, 1996 and unit information
shown on the attached page, and adjusting for the annual administration charge,
the value of such investment at December 31, 1996 and the total return for the
one year period are as follows:

    Ending Value                      Total Return
    ----------------                  -----------------
    $1,113.82                        $1,113.82 - $1,000
                                     ----------------------- = 11.38%
                                              $1,000

    Cumlative total return for five years ended December 31, 1996, is as
follows:

    $1,336.70 - $1,000
    ----------------------- = 33.67%
           $1,000

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

    $2,692.00 - $1,000
    ----------------------- = 169.20%
           $1,000

<PAGE>


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

              n
    P(1 + T)   = ERV

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

    One year ended December 31, 1996:

    $1,113.82/$1,000 - 1 = 11.385%

    Five years ended December 31, 1996:

                         1/5
    ($1,336.70/$1,000)            - 1 = 5.98%

    Since inception through December 31, 1996:

                         1/8.67
    ($2,692.00/$1,000)            - 1 = 12.10%

<TABLE>
<CAPTION>

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

    <S>                  <C>
                          Unit
       Date               Value
    ----------           --------
    05/01/88             $1.000
    12/31/88              0.999
    12/31/89              1.358
    12/31/90              1.298
    12/31/91              1.966
    12/31/92              1.996
    12/31/93              2.143
    12/31/94              2.054
    12/31/95              2.587
    12/31/96              2.972

</TABLE>

<PAGE>

                      FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION

                             ASSET ALLOCATION SUBACCOUNT

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

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

    Based on an initial investment made January 1, 1996 and unit information
shown on the attached page, and adjusting for the annual administration charge,
the value of such investment at December 31, 1996 and the total return for the
one year period are as follows:

    Ending Value                          Total Return
    ------------                          -----------------
    $1,075.12                             $1,075.12 - $1,000
                                           ----------------------- =  7.51%
                                                  $1,000

    Cumlative total return for five years ended December 31, 1996, is as
follows:

    $1,326.27 - $1,000
    ----------------------- = 32.63%
           $1,000

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

    $2,089.00 - $1,000
    ----------------------- = 108.90%
           $1,000

<PAGE>

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

              n
    P(1 + T)   = ERV

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

    One year ended December 31, 1996:

    $1,075.12/$1,000 - 1 = 7.51%

    Five years ended December 31, 1996:

                         1/5
    ($1,326.27/$1,000)           - 1 = 5.81%

    Since inception through December 31, 1996:

                         1/8.67
    ($2,089.00/$1,000)           - 1 = 8.87%

<TABLE>
<CAPTION>

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

    <S>                  <C>
                          Unit
       Date               Value
    ----------           -------
    05/01/88             $1.000
    12/31/88              1.020
    12/31/89              1.245
    12/31/90              1.253
    12/31/91              1.578
    12/31/92              1.665
    12/31/93              1.797
    12/31/94              1.773
    12/31/95              2.134
    12/31/96              2.369

</TABLE>

<PAGE>

                      FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION

                               GLOBAL GROWTH SUBACCOUNT

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

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

    Based on an initial investment made January 1, 1996 and unit information
shown on the attached page, and adjusting for the annual administration charge,
the value of such investment at December 31, 1996 and the total return for the
one year period are as follows:

    Ending Value                          Total Return
    ------------                          ------------
    $1,140.00                             $1,140.00 - $1,000
                                           ------------------- = 14.00%
                                                   $1,000

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

    $1,676.10 - $1,000
    ----------------------- =  67.61%
           $1,000

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

              n
    P(1 + T)   = ERV

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

    One year ended December 31, 1996:

    $1,140.00/$1,000 - 1 = 14.00%

<PAGE>

    Since inception through December 31, 1996:

                         1/4.67
    ($1,676.10/$1,000)          - 1 = 11.69%

<TABLE>
<CAPTION>

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

    <S>                 <C>
                          Unit
       Date               Value
     ----------         --------
    05/01/92            $10.000
    12/31/92             10.989
    12/31/93             12.784
    12/31/94             12.237
    12/31/95             15.754
    12/31/96             18.511

</TABLE>

<PAGE>

                      FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION

                               MONEY MARKET SUBACCOUNT

    The subaccount's standardized yield for the seven day period ended December
31, 1996 was computed by dividing 1 by the unit price for December 24, 1996,
then multiplying this by the unit price on December 31, 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 / 1.417826) x 1.418859) -1 = .000729 - Base Period Return

    .000729 x (365 / 7) = .0380 or 3.80%    

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
    (.000729 + 1)           -1 = .0387 or 3.87%

    Date                   Unit Price
    ------                ------------
    12/24/96               1.417826
    12/31/96               1.418859

<PAGE>

                      FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION

                             AGGRESSIVE GROWTH SUBACCOUNT

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

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

    Based on an initial investment made January 1, 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
    ----------------                     -----------------
    $1,026.95                            $1,026.95 - $1,000
                                          ----------------------- = 2.70%
                                                $1,000

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

    $1,218.30 - $1,000
    ----------------------- =  21.83%
           $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:

    $1,026.95/$1,000 - 1 = 2.70%

<PAGE>

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

                         1/2.67
    ($1,218.30/$1,000)            - 1 = 7.68%

<TABLE>
<CAPTION>
    Unit Value Information
    ----------------------------

    <S>                 <C>
                          Unit
      Date                Value
    ----------          ----------
    05/01/94            $10.000
    12/31/94              9.796
    12/31/95             12.461
    12/31/96             13.233
</TABLE>

<PAGE>

                      FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION

                              GROWTH & INCOME SUBACCOUNT

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

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

    Based on an initial investment made January 1, 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
    ----------------                     -----------------
    $1,163.70                            $1,163.70 - $1,000
                                          ----------------------- = 16.37%
                                                $1,000

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

    $1,441.80 - $1,000
    ------------------- =  44.18%
           $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:

    $1,163.70/$1,000 - 1 = 16.37%

<PAGE>

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

                        1/2.67
    ($1,441.80/$1,000)            - 1 = 14.69%
<TABLE>
<CAPTION>

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

    <S>                 <C>
                          Unit
      Date                Value
    ----------          ----------
    05/01/94            $10.000
    12/31/94             10.069
    12/31/95             12.904
    12/31/96             15.468
</TABLE>

<PAGE>

                      FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION

                                HIGH YIELD SUBACCOUNT

    The subaccount's standardized yield for the 30 day period ended December
31, 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:

              [          $287,560                     6
         2 * {  ----------------------------   + 1]  - 1} = 8.83%
              [((3,337,604 * 11.929))

    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
    ----------------                      -------------
    $1,055.30                             $1,055.30 - $1,000
                                           -------------------  =  5.53%
                                                 $1,000


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

    $1,087.90 - $1,000
    ----------------------- =  8.79%
           $1,000

<PAGE>

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

              n
    P(1 + T)   = ERV

    One year ended December 31, 1996:

    $1,055.30/$1,000 - 1 = 5.53%

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

                         1/2.67
    ($1,087.90/$1,000)            - 1 = 3.21%
<TABLE>
<CAPTION>

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

    <S>                 <C>
                          Unit
      Date                Value
    ----------          ----------
    05/01/94            $10.000
    12/31/94              9.452
    12/31/95             10.941
    12/31/96             11.929
</TABLE>

<PAGE>

                      FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION

                          GLOBAL ASSET ALLOCATION SUBACCOUNT


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

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

    Based on an initial investment made January 1, 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
    ----------------                     ------------
    $1,077.00                            $1,077.00 - $1,000
                                          -------------------- = 7.70%
                                                $1,000

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

    $1,218.80 - $1,000
    ----------------------- =  21.88%
           $1,000

<PAGE>

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

              n
    P(1 + T)   = ERV

    One year ended December 31, 1996:

    $1,077.00/$1,000 - 1 = 7.70%

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

                         1/2
    ($1,218.80/$1,000)                - 1 = 10.40%
<TABLE>
<CAPTION>

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

    <S>                 <C>
                          Unit
      Date                Value
    ----------          ----------
    01/01/95            $10.000
    12/31/95             11.590
    12/31/96             12.888
</TABLE>

<PAGE>

                      FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION

                            INTERNATIONAL STOCK SUBACCOUNT


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

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

    Based on an initial investment made January 1, 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
    ----------------                     -----------------
    $1,090.89                            $1,090.89 - $1,000
                                           -------------------  = 9.09%
                                                $1,000

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

    $1,199.10 - $1,000
    ----------------------- =  19.91%
           $1,000

<PAGE>

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

              n
    P(1 + T)   = ERV

    One year ended December 31, 1996:

    $1,090.89/$1,000 - 1 = 9.09%

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

                         1/2
    ($1,199.10/$1,000)          - 1 = 9.50%

<TABLE>
<CAPTION>

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

    <S>                 <C>
                          Unit
      Date                Value
    ----------          ----------
    01/01/95            $10.000
    12/31/95             11.272
    12/31/96             12.691
</TABLE>

<PAGE>


                      FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION

                                GLOBAL BOND SUBACCOUNT

    The subaccount's standardized yield for the 30 day period ended December
31, 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:

              [          $56,811                   6
         2 * {  ----------------------------  + 1]  - 1} = 5.30%
              [  ((1,088,043 * 11.962))


    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
    ----------------                   ------------
    $983.65                            $983.65 - $1,000
                                        ------------------ = -1.64%
                                            $1,000

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

    $1,126.20 - $1,000
    ----------------------- =  12.62%
           $1,000

<PAGE>

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

              n
    P(1 + T)   = ERV

    One year ended December 31, 1996:

    $983.65/$1,000 - 1 = -1.64%

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

                         1/2
    ($1,126.20/$1,000)       - 1 = 6.12%
<TABLE>
<CAPTION>

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

    <S>                 <C>
                          Unit
      Date                Value
    ----------          ----------
    01/01/95            $10.000
    12/31/95             11.743
    12/31/96             11.962
</TABLE>

<PAGE>

                      FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION


                                   VALUE 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
    ----------------                     ------------
    $1,069.90                            $1,069.90 - $1,000
                                          -------------------   = 6.99%
                                                $1,000

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

              n
    P(1 + T)   = ERV

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

                          1/.67
    ($1,069.90/$1,000)             - 1 = 10.61%

<TABLE>
<CAPTION>

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

    <S>                 <C>
                          Unit
      Date                Value
    ----------          ----------
    05/01/96            $10.000
    12/31/96             11.049
</TABLE>

<PAGE>

                      FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION

                                 S & P 500 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
    ----------------                   ------------
    $1,097.70                          $1,097.70 - $1,000
                                        ---------------------  = 9.77%
                                              $1,000

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

              n
    P(1 + T)   = ERV

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

                       1/.67
    ($1,097.70/$1,000)                - 1 = 14.93%

<TABLE>
<CAPTION>
    Unit Value Information
    ----------------------------

    <S>                 <C>
                          Unit
      Date                Value
    ----------          ----------
    05/01/96            $10.000
    12/31/96             11.327

</TABLE>

<PAGE>

                      FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION

                                 BLUE CHIP 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
    ----------------                  -----------------
    $1,117.00                         $1,117.00 - $1,000
                                       ----------------------- = 11.70%
                                             $1,000

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

              n
    P(1 + T)   = ERV

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

                         1/.67
    ($1,117.00/$1,000)            - 1 = 18.00%

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

                          Unit
      Date                Value
    ----------          ----------
    05/01/96            $10.000
    12/31/96             11.520


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