VARIABLE ACCOUNT D OF FORTIS BENEFITS INSURANCE CO, 485APOS, 1998-02-25

VARIABLE ACCOUNT D OF FORTIS BENEFITS INSURANCE CO
485APOS, 1998-02-25

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As filed with the Securities and Exchange Commission on February 26, 1998
Registration Nos. 33-73986
811-5439

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Post-Effective Amendment No. 5

AND/OR

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 50

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)

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

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

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

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

_____ on _____________ pursuant to paragraph (b) of Rule 485.

_____ 60 days after filing pursuant to paragraph (a)(1) of Rule 485.

__X__ On May 1, 1998 pursuant to paragraph (a)(1) of Rule 485

If appropriate, check the following box:

_____ This post effective amendment designates a new effective date for a
previously filed post effective amendment.

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

<PAGE>

VARIABLE ACCOUNT D OF
FORTIS BENEFITS INSURANCE COMPANY

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

<TABLE>
<CAPTION>
Form N-4 Prospectus Caption
-------- ------------------
<S> <C>

1. Cover Page Cover Page

2. Definitions Special Terms Used in This Prospectus

3. Synopsis of Highlights Summary; Information Concerning
Fees and Charges

4. Condensed Financial Not applicable
Information

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

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

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

8. Annuity Period The Annuity Period

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

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

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

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

13. Legal Proceedings None
</TABLE>

<PAGE>

<TABLE>
<S> <C>
14. Table of Contents of the Contents of Statement of Additional
Statement of Additional Information
Information

Statement of Additional
Form N-4 Information Caption
-------- -----------------------

15. Cover Page Cover Page

16. Table of Contents Table of Contents

17. General Information and Fortis Benefits
History

18. Services Services

19. Purchases of Securities * Reduction in Charges
Being Offered

20. Underwriters Services

21. Calculation of Performance None
Data

22. Annuity Payments Calculation of Annuity Payments

23. Financial Statements Financial Statements

- --------------------------
*All required information is included in the Prospectus.
</TABLE>

<PAGE>
NORWEST
PASSAGE
VARIABLE
ANNUITY
Individual Flexible
Premium Deferred
Variable Annuity Contract

PROSPECTUS DATED
May 1, 1998

FORTIS BENEFITS INSURANCE COMPANY
MAILING ADDRESS: STREET ADDRESS: PHONE: 1-800-780-7743
P.O. BOX 64272 500 BIELENBERG DRIVE
ST. PAUL, MN 55164 WOODBURY, MN 55125

This Prospectus describes an individual flexible premium deferred variable
annuity contract ("Contract") issued by Fortis Benefits Insurance Company
("Fortis Benefits"). The minimum purchase payment is generally $5,000 for the
initial payment and $1,000 for each subsequent payment.

The Contract allows you to accumulate funds on a tax-deferred basis. Contract
Owners may elect a guaranteed interest accumulation option through Fortis
Benefits' Fixed Account or a variable return accumulation option through
Variable Account D (the "Separate Account") of Fortis Benefits Insurance
Company, or a combination of these two options. Under the variable return
accumulation option, Contract Owners can choose among the following
alternatives:
- three different Portfolios of Fortis Series Fund, Inc. ("Fortis
Series"): Growth Stock Series, Global Growth Series and Money Market
Series;

- four different Portfolios of the Norwest Select Funds ("Norwest
Series"): ValuGrowth Stock Fund, Select Income Fund, Income Equity
Stock Fund and Small Company Stock Fund;

- two different Portfolios of the MFS Variable Insurance Trust ("MFS
Series"): Emerging Growth Series and High Income Series; and

- two different Portfolios of the AIM Variable Insurance Funds, Inc.
("AIM Series"): Value Series and International Equity Series.

Class A shares of the Scudder Variable Life Investment Fund ("Scudder Series")
were available for Contracts purchased prior to May 1, 1998. Contract Owners who
had Contract Value allocated to the Scudder Series as of May 1, 1998 may
continue their allocations to the Scudder Series and may allocate subsequent Net
Purchase Payments, and make subsequent transfers of Contract Value, to the
Scudder Series.

The Accompanying Prospectuses for these funds describe the investment
objectives, policies, and risks of each of the Portfolios.

The Contract provides several different types of retirement and death benefits
to Contract Owners, Annuitants or their Beneficiaries, including fixed and
variable annuity income options. Contract Owners may, under certain
circumstances, make partial surrenders of the Contract Value or may totally
surrender the Contract for its Cash Surrender Value.

You have the right to examine a Contract for ten days from the time you receive
the Contract and return it for a full refund of the Contract Value without
application of any sales, surrender, or administrative charges (except that in
those states that so require, you will receive the amount of your purchase
payments).

This Prospectus gives prospective investors information about the Contract that
they should know before investing. This Prospectus must be accompanied by
current Prospectuses of Fortis Series Fund, Inc., Norwest Select Funds, MFS
Variable Insurance Trust, AIM Variable Insurance Funds, Inc. and Scudder
Variable Life Investment Fund. All prospectuses should be read carefully and
kept for future reference.

A Statement of Additional Information, dated May 1, 1998, about the Contracts
has been filed with the Securities and Exchange Commission and is available
without charge, from Fortis Benefits at the address and phone number printed
above. The Table of Contents for the Statement of Additional Information appears
on page 20 of this Prospectus.

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

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

FORTIS -REGISTERED TRADEMARK-
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Special Terms Used in this Prospectus..................................... 3
Information Concerning Fees and Charges................................... 4
Summary................................................................... 6
Fortis Benefits and the Separate Account.................................. 8
- Fortis Benefits/Fortis Financial Group Member....................... 8
- The Separate Account................................................ 8
- The Series Funds.................................................... 8
Accumulation Period....................................................... 9
- Issuance of a Contract and Purchase Payments........................ 9
- Contract Value...................................................... 9
- Allocation of Purchase Payments and Contract Value.................. 10
- Total and Partial Surrenders........................................ 10
- Benefit Payable on Death of Annuitant or Contract Owner............. 11
- Contract Loans (Section 403(b) Qualified Contracts Only)............ 12
The Annuity Period........................................................ 13
- Annuity Commencement Date........................................... 13
- Commencement of Annuity Payments.................................... 13
- Relationship Between Subaccount Investment Performance and Amount of
Variable Annuity Payments.......................................... 13
- Annuity Forms....................................................... 14
- Death of Annuitant or Other Payee................................... 14
Charges and Deductions.................................................... 14
- Premium Taxes....................................................... 14
- Annual Administrative Charge........................................ 14
- 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........................................................ 16
- The Contract........................................................ 16
- 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.......................................................... 20
Legal Matters............................................................. 20
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.
AIM SERIES AIM Variable Insurance Funds, Inc., a diversified open-end management
Investment Company in which the Separate Account invests.
ANNUITANT A person during whose life annuity payments are to be made by Fortis
Benefits under the Contract.
ANNUITY COMMENCEMENT DATE The date on which the Annuity Period commences.
ANNUITY PERIOD The time period following the Accumulation Period, during which
annuity payments are made by Fortis Benefits.
ANNUITY UNIT A unit of measurement used to calculate variable annuity payments.
BENEFICIARY The person entitled to receive benefits as per the terms of the
Contract in the event of the Contract Owner's or Annuitant's death.
CASH SURRENDER VALUE The amount payable to the Contract Owner on surrender of the Contract
after deduction of all applicable charges.
CONTRACT OWNER The person named in the application as the Contract Owner, or any
successor Contract Owner. Unless otherwise named, the Annuitant is the
Contract Owner.
CONTRACT DATE The date on which the Contract was issued. Contract years are measured
from the Contract Date.
CONTRACT VALUE The sum of the Fixed Account Value and the Separate Account Value.
FIVE YEAR ANNIVERSARY The fifth anniversary of a Contract Date, and each subsequent fifth
anniversary of that date.
FIXED ACCOUNT The name of the alternative under which purchase payments are
allocated to Fortis Benefits' General Account.
FIXED ACCOUNT VALUE The amount of your Contract Value which is in the Fixed Account.
FIXED ANNUITY OPTION An annuity option under which Fortis Benefits promises to pay the
Annuitant or any other properly designated payee one or more fixed
payments.
FORTIS SERIES Fortis Series Fund, Inc., a diversified, open-end management
investment company in which the Separate Account invests.
GENERAL ACCOUNT All assets of Fortis Benefits other than those in the Separate
Account, or in any other legally segregated separate account
established by Fortis Benefits.
HOME OFFICE Our office at 500 Bielenberg Drive, Woodbury, Minnesota 55125;
1-800-780-7743; Mailing address: P.O. Box 64272, St. Paul, Minnesota
55164.
MFS SERIES MFS Variable Insurance Trust, a diversified open-end management
Investment Company in which the Separate Account invests.
NET PURCHASE PAYMENT The gross amount of a purchase payment less any applicable premium
taxes or similar governmental assessments.
NON-QUALIFIED CONTRACTS Contracts that do not qualify for the special federal income tax
treatment applicable in connection with certain retirement plans.
NORWEST SERIES Norwest Select Funds, a diversified, open-end management investment
company in which the Separate Account invests.
PORTFOLIO Each separate investment portfolio available for investment by the
Separate Account under the Contracts.
QUALIFIED CONTRACTS Contracts that are qualified for the special federal income tax
treatment applicable in connection with certain retirement plans.
SCUDDER SERIES Scudder Variable Life Investment Fund, a diversified, open-end
management investment company in which the Separate Account invests.
SEPARATE ACCOUNT The segregated asset account referred to as Variable Account D of
Fortis Benefits Insurance Company established to receive and invest
purchase payments made under Contracts.
SEPARATE ACCOUNT VALUE The amount of your Contract Value in the Subaccounts of the Separate
Account.
SUBACCOUNTS The several Subaccounts of the Separate Account, each of which invests
its assets in a different Portfolio.
VALUATION DATE Each business day of Fortis Benefits except, with respect to any
Subaccount, days on which the related Portfolio does not value its
shares. Generally, the Portfolios value their shares on each day the
New York Stock Exchange is open.
VALUATION PERIOD The period that starts at the close of regular trading on the New York
Stock Exchange on a Valuation Date and ends at the close of regular
trading on the exchange on the next succeeding Valuation Date.
VARIABLE ANNUITY OPTION An annuity option under which Fortis Benefits promises to pay the
Annuitant or any other properly designated payee one or more payments
which vary in amount in accordance with the net investment experience
of the Subaccounts selected by the Annuitant.
WRITTEN REQUEST A written, signed and dated request, in form and substance
satisfactory to Fortis Benefits and received at our Home Office.
</TABLE>

3
<PAGE>
INFORMATION CONCERNING FEES AND CHARGES

CONTRACT OWNER TRANSACTION EXPENSES

<TABLE>
<S> <C>
Front End Sales Charge Imposed on Purchases............ 0%
Maximum Surrender Charge for Sales Expenses (as a
percentage of purchase payments)...................... 5%(1)
</TABLE>

<TABLE>
<CAPTION>
YEARS SINCE AMOUNT OF
DATE OF PAYMENT CHARGE
- ---------------- ---------
<S> <C>
Less than 5 5%
5 or more 0%
</TABLE>

<TABLE>
<S> <C>
Other Surrender Fees............................ 0%
Transfer Fee.................................... 0%
Charge for Each 403(b) Contract Loan............ $100

ANNUAL CONTRACT ADMINISTRATION CHARGE.................. $ 30(2)

SEPARATE ACCOUNT ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE ACCOUNT VALUE)
Mortality and Expense Risk Charge............... 1.25 %
Separate Account Administrative Charge.......... .15 %
-----
Total Separate Account Annual Expenses........ 1.40 %
</TABLE>

- ------------------------
(1) This charge does not apply in certain cases such as partial surrenders each
year of up to 10% of "new purchase payments" as defined under the heading
"Surrender Charge"; or, in the case where the Owner or Annuitant dies prior
to the Contract being surrendered.

(2) This charge, which is otherwise applied at each Contract anniversary and
total surrender of the Contract, will not be charged during the
Accumulation Period if the Contract Value as of such anniversary or
surrender is $25,000 or more. Currently, Fortis Benefits waives this charge
during the Annuity Period. This charge is also subject to any applicable
limitations under the law of any state.

PORTFOLIO ANNUAL EXPENSES (a)

The information set forth in this table was provided to Fortis Benefits by the
Portfolio managers and Fortis Benefits has not independently verified such
information for those Portfolios other than the Fortis Series Portfolios.

<TABLE>
<CAPTION>
FORTIS FORTIS FORTIS NORWEST NORWEST NORWEST NORWEST
GLOBAL GROWTH MONEY VALUGROWTH INTERMEDIATE INCOME SMALL
GROWTH STOCK MARKET STOCK BOND EQUITY COMPANY
SERIES SERIES SERIES FUND FUND STOCK FUND STOCK FUND
------- ------- ------- ---------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Advisory and Management
Fee..............................
Other Expenses....................
Total Operating Expenses (after
expense reimbursements and
waivers)(b)......................

<CAPTION>
SCUDDER MFS MFS AIM
INTERNATIONAL EMERGING HIGH AIM INTERNATIONAL
FUND CLASS A GROWTH INCOME VALUE EQUITY
SHARES SERIES SERIES SERIES SERIES
------------ ------------ ------ ------ ------------
<S> <C> <C> <C> <C> <C>
Investment Advisory and Management
Fee..............................
Other Expenses....................
Total Operating Expenses (after
expense reimbursements and
waivers)(b)......................
</TABLE>

- ------------------------------
(a) As a percentage of Portfolio average net assets based on 1996 historical
data.

(b) In the absence of expense reimbursements and waivers, Total Operating
Expenses for the Norwest Series would be as follows: ValuGrowth Fund xx%;
Intermediate Bond Fund xx%; Small Company Stock Fund xx% and Income Equity
Stock Fund xx%. There was no reimbursement for Fortis Series or Scudder
Series.

4
<PAGE>
EXAMPLES*

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

<TABLE>
<CAPTION>
IF ALL AMOUNTS ARE INVESTED IN ONE 1 3 5 10
PORTFOLIO: YEAR YEARS YEARS YEARS
----- ----- ----- -----
<S> <C> <C> <C> <C>
Fortis Global Growth Series............................
Fortis Growth Stock Series.............................
Fortis Money Market Series.............................
Norwest ValuGrowth Stock Fund..........................
Norwest Intermediate Bond Fund.........................
Norwest Small Company Stock Fund.......................
Norwest Income Equity Stock Fund.......................
Scudder International Portfolio--Class A...............
MFS Emerging Growth Series.............................
MFS High Income Series.................................
AIM Value Series.......................................
AIM International Equity Series........................
</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:

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

* 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, 1997 and
the total actual amount of annual Contract administration charges collected
during the year. For the purpose of these examples, portfolio annual expenses
are assumed to continue at the rates set forth in the table above.

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

The foregoing tables and examples, prescribed by the SEC, are included to assist
Contract Owners in understanding the transaction and operating expenses imposed
directly or indirectly under the Contracts and the Portfolios. Amounts for state
premium taxes or similar assessments will also be deducted, where applicable.
(See Charges and Deductions - Premium Taxes.)

See Appendix B for an explanation of the calculations of the amounts set forth
above.

5
<PAGE>
SUMMARY

The following summary should be read in conjunction with the detailed
information in this Prospectus. This Prospectus generally describes only the
portion of the Contract involving the Separate Account. For a brief description
of Fortis Benefits' Fixed Account, please refer to the heading "Fixed Account"
in this Prospectus. Variations from the information appearing in this Prospectus
due to requirements particular to your state are described in supplements which
are attached to this Prospectus, or in endorsements to the Contract, as
appropriate.

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

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

PURCHASE PAYMENTS

The initial purchase payment must be at least $5,000 ($2,000 for Qualified
Contracts). An initial purchase payment of $50 is acceptable if payments are
being made on a systematic basis such as payroll deduction or automatic
deduction from a savings or checking account. Additional payments must be at
least $1,000 each unless they are being made on a systematic basis such as a
payroll deduction or automatic deduction from a savings or checking account. $50
is the minimum additional payment on a systematic basis. For Contracts issued in
the states of Oregon and Washington only a single purchase payment may be made
and no further purchase payments can be accepted.

On the Contract Date, the initial purchase payment is allocated, as specified by
the Contract Owner in the Contract application, among one or more of the
Subaccounts of the Separate Account, or to the Fixed Account, or to both.
Subsequent purchase payments are allocated in the same way, or pursuant to
different allocation percentages that the Contract Owner may subsequently
request.

SEPARATE ACCOUNT INVESTMENT OPTIONS

Each of the available Subaccounts of the Separate Account invests in shares of a
corresponding Portfolio of Fortis Series, Norwest Series, AIM Series, MFS Series
or Scudder Series. The investment objective of each of the Subaccounts of the
Separate Account and that of the corresponding Portfolio of Fortis Series,
Norwest Series, AIM Series, MFS Series or Scudder Series is the same.

Contract Value in each of the Subaccounts of the Separate Account will vary to
reflect the investment experience of each of the corresponding Portfolios, as
well as deductions for certain charges.

Each Portfolio has a separate and distinct investment objective. The Portfolios
of Fortis Series are managed by Fortis Advisers, Inc. The Portfolios of Norwest
Series are managed by Norwest Investment Management, a part of Norwest Bank
Minnesota, N.A. The Portfolios of Scudder Series are managed by Scudder, Stevens
& Clark, Inc. The Portfolios of MFS Series and AIM Series are managed by
Massachusetts Financial Services Company and AIM Advisers, Inc., respectively.

For providing investment management services to these Portfolios, the managers
receive fees from the applicable Series based on the average daily net assets of
the Portfolios. The Portfolios also bear most of their other expenses. Full
descriptions of the Portfolios and their investment objectives, policies, and
risks can be found in the current Prospectuses for each Series which accompany
this Prospectus. Additional information on each Series is also available in the
Statement of Additional Information for each Series. These Statements of
Additional Information are available upon request.

TRANSFERS

During the Accumulation Period, you can transfer all or part of your Contract
Value from one Subaccount to another or into the Fixed Account. Additionally,
during the accumulation period we may, in our discretion, permit a continuing
request for transfers of specified amounts automatically on a periodic basis.
There is currently no charge for any of these transfers. We reserve the right to
restrict the frequency of or otherwise condition, terminate, or impose charges
upon, transfers from a Subaccount during the Accumulation Period. During the
Annuity Period the person receiving annuity payments may make up to four
transfers (but not from a Fixed Annuity Option) during each year of the Annuity
Period. For a description of certain limitations on transfer rights, see
"Allocations of Purchase Payments and Contract Value--Transfers."

TOTAL OR PARTIAL SURRENDERS

All or part of the Contract Value of a Contract may be surrendered by the
Contract Owner before the earlier of the Annuitant's death or the Annuity
Commencement Date. Amounts surrendered may be subject to a surrender charge and
total surrenders may not be made without application of the annual
administrative charge if the Contract Value is less than $25,000. See "Total and
Partial Surrenders," "Surrender Charge" and "Annual Administrative Charge."
Particular attention should be paid to the tax implications of any surrender,
including possible penalties for premature distributions. See "Federal Tax
Matters."

LOANS UNDER CERTAIN QUALIFIED CONTRACTS

If a Contract is qualified under Section 403(b) of the Internal Revenue Code,
Contract Owners may take out loans from Fortis Benefits during the Accumulation
Period. There are limits on the amount of such loans, and the loan will be
secured by the Contract. Principal and interest on a loan must in most cases be
paid over a five year period, and failure to make these payments may have
adverse tax consequences. For a more detailed discussion of these and other
terms and conditions of Contract loans, see "Accumulation Period--Contract Loans
(Section 403(b) Qualified Contracts Only)."

CHARGES AND DEDUCTIONS

Fortis Benefits deducts daily charges at a rate of 1.25% per annum of the value
of the average net assets in the Separate Account for the mortality and expense
risks it assumes and .15% per annum of the value of the average net assets in
the Separate Account to cover certain administrative expenses. See "Mortality
and Expense Risk Charge," and "Administrative Expense Charge" under the heading
"Charges Against the Separate Account."

In order to permit investment of the entire Net Purchase Payment, Fortis
Benefits does not deduct sales charges at the time of investment. However, a
surrender charge is imposed on certain total or partial surrenders of the
Contract to help defray expenses relating to the sale of the Contract, including
commissions to registered representatives and other promotional expenses.
Certain amounts may be surrendered without the imposition of any surrender
charge. The amount of such charge-free surrender depends on how recently the

6
<PAGE>
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 $30 per year (subject to any
applicable state law limitations) and is deducted on each anniversary of the
Contract Date and upon total surrender of the Contract. Currently, this charge
is not deducted during the Annuity Period. This charge will be waived during the
Accumulation Period if the Contract Value at the end of the Contract year (or
upon total surrender) is $25,000 or more.

Certain states and other jurisdictions impose premium taxes or similar
assessments upon Fortis Benefits, either at the time purchase payments are made
or when Contract Value is applied to an annuity option. Where such taxes or
assessments are imposed by your state or other jurisdiction upon receipt of
purchase payments, we will deduct a charge for these amounts from the Contract
Value upon surrender, death of the Annuitant or Contract Owner, or annuitization
of the Contract. In jurisdictions where such taxes or assessments are imposed at
the time of annuitization, we will deduct a charge for such amounts at that
time.

ANNUITY PAYMENTS

The Contract provides several types of annuity benefits to Annuitants or their
Beneficiaries, including Fixed and Variable Annuity Options. The Contract Owner
has considerable flexibility in choosing the Annuity Commencement Date. However,
the tax implications of an Annuity Commencement Date must be carefully
considered, including the possibility of penalties for commencing benefits
either too soon or too late. See "Annuity Commencement Date," "Annuity Forms"
and "Federal Tax Matters" in this Prospectus and "Taxation Under Certain
Retirement Plans" in the Statement of Additional Information.

DEATH BENEFIT

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

RIGHT TO EXAMINE THE CONTRACT

The Contract Owner has a right to examine the Contract. The Contract Owner can
cancel the Contract by delivering or mailing it, together with a Written
Request, to Fortis Benefits' Home Office or to the sales representative through
whom it was purchased, before the close of business on the tenth day after
receipt of the Contract. If these items are sent by mail, properly addressed and
postage prepaid, they will be deemed to be received by Fortis Benefits on the
date postmarked. Fortis Benefits will return to you the Contract Value without
application of any sales, surrender, or administrative charges (except that in
those states that so require, you will receive the amount of your purchase
payments).

LIMITATIONS IMPOSED BY RETIREMENT PLANS

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

TAX IMPLICATIONS

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

QUESTIONS AND OTHER COMMUNICATIONS

Any question about procedures or the Contract should be directed to your sales
representative, or Fortis Benefits' Home Office: P.O. Box 64272, St. Paul,
Minnesota 55164; 1-800-780-7743. For certain current information relating to
Contract Values such as Subaccount unit values, interest rates in the Fixed
Account, and your Contract Value, call 1-800-780-7743. Purchase payments and
Written Requests should be mailed or delivered to the same Home Office address.
All communications should include the Contract number, the Contract Owner's name
and, if different, the Annuitant's name. The number for telephone transfers is
1-800-780-7743.

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

FINANCIAL AND PERFORMANCE INFORMATION

The information presented below reflects the Accumulation Unit information for
subaccounts of the Separate Account through December 31, 1997. Accumulation
units have been rounded to the nearest whole unit.

<TABLE>
<CAPTION>
NORWEST NORWEST NORWEST SCUDDER
FORTIS FORTIS FORTIS VALU- INTER- SMALL INTER- NORWEST
GROWTH GLOBAL MONEY GROWTH MEDIATE COMPANY NATIONAL INCOME
STOCK GROWTH MARKET STOCK BOND STOCK CLASS A EQUITY
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
December 31, 1997
Accumulation Units in
Force...............
Accumulation Unit
Values..............
December 31, 1996
Accumulation Units in
Force............... 377,146 279,692 331,319 744,037 519,750 306,790 260,708 877,957
Accumulation Unit
Values.............. $ 14.374 $ 14.907 $ 11.023 $ 14.104 $ 11.508 $ 14.893 $ 13.134 $ 10.891
December 31, 1995
Accumulation Units in
Force............... 181,812 76,993 44,328 399,783 268,586 75,968 155,817
Accumulation Unit
Values.............. $ 12.522 $ 12.694 $ 10.630 $ 11.900 $ 11.403 $ 11.478 $ 11.605
May 1, 1995
Accumulation Units
Values.............. -- -- -- -- -- $ 10.000 --
December 31, 1994
Accumulation Units in
Force............... 53,402 26,014 22,318 138,880 69,444 -- 92,377
Accumulation Unit
Value............... $ 9.946 $ 9.864 $ 10.196 $ 9.719 $ 9.876 -- $ 10.591
</TABLE>

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<PAGE>

Audited financial statements of the available Subaccounts of the Separate
Account are included in the Statement of Additional Information. Audited
financial statements of Fortis Benefits are included in the Statement of
Additional Information.

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

FORTIS BENEFITS AND THE SEPARATE ACCOUNT

FORTIS BENEFITS/FORTIS FINANCIAL GROUP MEMBER

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

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

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

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

THE SEPARATE ACCOUNT

The Separate Account, which is a segregated investment account of Fortis
Benefits, was established as Variable Account D by Fortis Benefits pursuant to
the insurance laws of Minnesota as of October 14, 1987. The assets allocated to
the Separate Account are the exclusive property of Fortis Benefits. Although the
Separate Account is an integral part of Fortis Benefits, the Separate Account is
registered with the Securities and Exchange Commission as a unit investment
trust under the Investment Company Act of 1940. Registration does not involve
supervision of the management or investment practices or policies of the
Separate Account or of Fortis Benefits by the Securities and Exchange
Commission.

All income, gains and losses, whether or not realized, from assets allocated to
the Separate Account are credited to or charged against the Separate Account
without regard to other income, gains or losses of Fortis Benefits. Assets in
the Separate Account representing reserves and liabilities under Fortis Benefits
variable Contracts will not be chargeable with liabilities arising out of any
other business of Fortis Benefits. Fortis Benefits may accumulate in the
Separate Account proceeds from charges under variable annuity contracts and
other amounts in excess of the Separate Account assets representing reserves and
liabilities. Fortis Benefits may from time to time transfer to its General
Account any of such excess amounts.

There are a number of Subaccounts in the Separate Account which are available
under the Contracts. The assets in each Subaccount are invested exclusively in a
distinct class (or series) of stock issued by one of the Portfolios listed on
page 1 of this Prospectus. Income and both realized and unrealized gains or
losses from the assets of each Subaccount of the Separate Account are credited
to or charged against that Subaccount without regard to income, gains or losses
from any other Subaccount of the Separate Account or arising out of any other
business we may conduct. Under certain remote circumstances, the assets of one
Subaccount may not be insulated from liability associated with another
Subaccount. New Subaccounts may be added and made available to Contract Owners
as new portfolios are added and made available. Correspondingly, if any
Portfolios are eliminated, Subaccounts may be eliminated from the Separate
Account.

THE SERIES FUNDS

Contract holders may choose from among a number of the different Portfolios
which are listed on the cover of this Prospectus. The Portfolios are a "series"
type of mutual funds which are registered with the Securities and Exchange
Commission as diversified open-end management investment companies under the
Investment Company Act of 1940. The available portfolios of these mutual funds
have served as the investment media for the corresponding Subaccounts of the
Separate Account since each such Subaccount commenced operations. Each Portfolio
is or may be an investment medium both for the Contracts and for variable life
insurance policies or other variable annuity contracts issued by Fortis Benefits
or by other insurance companies that may or may not be affiliated with Fortis
Benefits.

We do not foresee any conflict between the interests of variable annuity
contract and variable life insurance policy owners participating in any of the
Portfolios. Nevertheless, with respect to the available Fortis Series
Portfolios, the Fortis Series Board of Directors will monitor to identify any
material irreconcilable conflicts that may develop between the interests of
participating variable annuity contract owners and variable life insurance
policy owners and to determine what action, if any, should be taken in response.
Similarly, with respect to the available Norwest Series, Scudder Series, MFS
Series and AIM Series Portfolios, their respective boards of directors or boards
of trustees, have undertaken to monitor for any material irreconcilable
conflicts that may develop between the interests of all variable annuity
contract owners and variable life insurance policy owners participating in such
Portfolios and to determine what action, if any, should be taken in response. If
it becomes necessary for any separate account to replace shares of any Portfolio
with another investment, the Portfolio may have to liquidate securities on a
disadvantageous basis.

Fortis Benefits purchases and redeems Portfolio shares for the Separate Account
at their net asset values without the imposition of any

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<PAGE>

sales or redemption charges. Such shares represent interests in the Portfolios
that are used in connection with the Contracts. Shares in these Portfolios are
acquired for investment by the Subaccounts of the Separate Account which are
available under the Contracts. Each Portfolio corresponds to one of those
Subaccounts of the Separate Account. The assets of each Portfolio are managed
separately from the others and each operates as a separate investment portfolio
whose performance has no effect on the investment performance of any other
Portfolio.

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.

A full description of the Portfolios which are available under the Contracts,
their investment policies and restrictions, their charges, the risks attendant
to investing in them, and other aspects of their operations is contained in
their prospectuses accompanying this Prospectus and in their Statement of
Additional Information referred to therein. Additional copies of these documents
may be obtained from your sales representative or from our Home Office.

ACCUMULATION PERIOD

ISSUANCE OF A CONTRACT AND PURCHASE PAYMENTS

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

The date that the initial purchase payment is applied to the purchase of the
Contract is the Contract Date. The Contract Date is the date used to determine
Contract years, regardless of when the Contract is delivered. The crediting of
investment experience in the Separate Account, or a fixed rate of return in the
Fixed Account, begins as of the Contract Date, even if that date is delayed due
to underwriting or administrative requirements.

We will accept additional purchase payments at any time after the Contract Date
and prior to the Annuity Commencement Date, as long as the Annuitant is living.
Purchase payments (together with any required information identifying the proper
Contracts and accounts to be credited with purchase payments) must be
transmitted to our Home Office. Additional purchase payments are credited to the
Contract and added to the Contract Value as of the end of the Valuation Period
in which they are received.

Each additional purchase payment must be at least $1,000, except that if
payments are being made on a systematic basis, each payment must be at least
$50. The total of all purchase payments for all Contracts having the same owner
or annuitant may not exceed $1,000,000 (not more than $500,000 allocated to the
fixed account) without Fortis Benefits' prior approval, and we reserve the right
to modify this limitation at any time. For Contracts issued in the states of
Oregon and Washington only a single purchase payment may be made and no further
purchase payments can be accepted.

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

We may cancel a Contract if its Contract Value falls below $500. (Under our
current administrative procedures, however, we will not cancel a Contract during
the first Contract year.) We will provide the Contract Owner with 90 days'
written notice so that additional purchase payments may be made in order to
raise the Contract Value above the applicable minimum. Otherwise, we may cancel
the Contract as of the end of the Valuation Period which includes the next
anniversary of the Contract Date. We will consider this a surrender of the
Contract and impose the same charges we would impose upon a surrender. See
"Total and Partial Surrenders." So long as the Contract Value remains above
$500, no additional purchase payments under a Contract are ever required.

CONTRACT VALUE

Contract Value is the total of any Separate Account Value in all the Subaccounts
of the Separate Account pursuant to a Contract, plus any Fixed Account Value
under the Contract. For a discussion of how Fixed Account Value is calculated,
see "The Fixed Account."

There is no guaranteed minimum Separate Account Value. The Separate Account
Value will reflect the investment experience of the chosen Subaccounts of the
Separate Account, all purchase payments made, any partial surrenders, and all
charges assessed in connection with the Contract. Therefore, the Separate
Account Value changes from Valuation Period to Valuation Period. To the extent
Contract Value is allocated to the Separate Account, the Contract Owner bears
the entire investment risk.

DETERMINATION OF SEPARATE ACCOUNT VALUE. A Contract's Separate Account Value is
based on Accumulation Unit values, which are determined on each Valuation Date.
The value of an Accumulation Unit for a Subaccount on any Valuation Date is
equal to the previous value of that Subaccount's Accumulation Unit multiplied by
that Subaccount's
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

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<PAGE>
- Accumulation Units purchased at the time that additional Net Purchase
Payments are allocated to the Subaccount; plus

- Accumulation Units purchased through transfers from another Subaccount or
from the Fixed Account; less

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

- Accumulation Units redeemed as part of a transfer to another Subaccount or
to the Fixed Account; less

- Accumulation Units redeemed to pay charges under the Contract.

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

ALLOCATION OF PURCHASE PAYMENTS AND CONTRACT VALUE

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

TRANSFERS. Transfers of Contract Value from one available Subaccount to another
or into the Fixed Account can be made by the Contract Owner by Written Request
to Fortis Benefits' Home Office, or by telephone transfer as described below.
There is currently no charge for any transfer. All or part of the Contract Value
in one or more Subaccounts of the Separate Account may be transferred at one
time. We may in our discretion permit a continuing request for transfers
automatically and on a periodic basis. However, we reserve the right to restrict
the frequency of or otherwise condition, terminate, or impose charges (not to
exceed $25 per transfer) upon transfers out of a Subaccount during the
Accumulation Period. The only current restriction on the frequency of transfers
is a prohibition of making transfers INTO the Fixed Account within six months of
a transfer out of the Fixed Account. Transfers of Contract Value FROM the Fixed
Account are restricted in both amount and timing. See "Fixed Account--Fixed
Account Transfers, Total and Partial Surrenders." We will count all transfers
between and among the Subaccounts of the Separate Account and the Fixed Account
as one transfer, if all the transfer requests are made at the same time as part
of one request. We will execute the transfers and determine all values in
connection with transfers as of the end of the Valuation Period in which we
receive the transfer request.

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

We may modify or terminate our telephone transfer procedures at any time. The
number for telephone transfers is 1-800-780-7743.

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

TOTAL AND PARTIAL SURRENDERS

TOTAL SURRENDERS. The Contract Owner may surrender all of the Cash Surrender
Value at any time during the life of the Annuitant and prior to the Annuity
Commencement Date by a Written Request sent to Fortis Benefits' Home Office. We
reserve the right to require that the Contract be returned to us prior to making
payment, although this will not affect our determination of the amount of the
Cash Surrender Value. Cash Surrender Value is the Contract Value at the end of
the Valuation Period during which the Written Request for the total surrender is
received by Fortis Benefits at its Home Office, less any applicable surrender,
administrative, or premium tax charges. For a discussion of these charges and
the circumstances under which they apply, see "Annual Administrative Charge,"
"Surrender Charge" and "Premium Taxes."

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

Since the Contract Owner assumes the investment risk with respect to amounts
allocated to the Separate Account, and because certain surrenders are subject to
a surrender charge, the amount paid upon total surrender of the Cash Surrender
Value (taking into account any prior partial surrenders) may be more or less
than the total Net Purchase Payments made. After a surrender of the Cash
Surrender Value or at any time the Contract Value is zero all rights of the
Contract Owner, Annuitant, and any Beneficiary, will terminate.

PARTIAL SURRENDERS. At any time prior to the Annuity Commencement Date and
during the lifetime of the Annuitant, you may surrender a portion of the Fixed
Account Value and/or the Separate Account Value by sending to Fortis Benefits'
Home Office a Written Request. The minimum partial surrender amount is $500,
including any surrender charge. If the total Contract Value in both the Separate
Account and Fixed Account would be less than $500 after the partial surrender,
Fortis Benefits will surrender the entire Cash Surrender Value under

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the Contract. (Under our current administrative procedures, however, we will
honor a surrender request during the first two Contract years without regard to
the remaining Contract Value.)

In order for a request to be processed, the Contract Owner must specify from
which Subaccounts of the Separate Account or the Fixed Account a partial
surrender should be made and charges deducted.

We will surrender Accumulation Units from the Separate Account and/ or dollar
amounts from the Fixed Account so that the total amount of the partial surrender
equals the dollar amount of the partial surrender request plus any applicable
surrender charge. The partial surrender will be effective at the end of the
Valuation Period in which Fortis Benefits receives the Written Request for
partial surrender at its Home Office. Payments will generally be made within
seven days of the effective date of such request, although certain delays are
permitted. See "Postponement of Payments."

The Internal Revenue Code provides that a penalty tax will be imposed on certain
premature surrenders. For a discussion of this and other tax implications of
total and partial surrenders, including withholding requirements, see "Federal
Tax Matters." Also, under tax deferred annuity Contracts pursuant to Section
403(b) of the Internal Revenue Code, no distributions of voluntary salary
reduction amounts will be permitted prior to one of the following events:
attainment of age 59 1/2 by the employee or the employee's separation from
service, death, disability or hardship. (Hardship distributions will be limited
to the lesser of the amount of the hardship or the amount of salary reduction
contributions, exclusive of earnings thereon.) This restriction does not apply
to amounts transferred to another investment alternative permitted under a
Section 403(b) retirement arrangement or to amounts attributable to premium
payments received prior to January 1, 1989.

BENEFIT PAYABLE ON DEATH OF ANNUITANT OR CONTRACT OWNER

If the Annuitant or Contract Owner dies prior to the Annuity Commencement Date,
a death benefit will be paid to the Beneficiary. If more than one Annuitant has
been named, the death benefit payable upon the death of an Annuitant will only
be paid upon the death of the last survivor of the persons so named.

If the Contract is issued on or after May 1, 1998 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 greatest
of (1), (2), (3), (4), or (5) 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.)

(4) The highest Anniversary Value of each of the Contract's anniversaries
prior to the earlier of (1) the decedent's death, or (2) the date either
the Owner or the Annuitant first reaches his or her 75th birthday.

An Anniversary Value is equal to:

(a) the Contract Value on the anniversary, plus

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

A Pro Rata Adjustment is calculated separately for each withdrawal,
creating a decrease in the death benefit proportional to the
decrease the withdrawal makes in the Contract Value. Pro Rata
Adjustments are made for amounts withdrawn for partial surrenders
and surrender charges, but not for any contract fee-related
surrenders. The Pro Rata Adjustment for a given withdrawal is equal
to:

(a) the withdrawn amount, divided by

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

(i) the Contract Value on the anniversary, plus

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

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

(5) If the decedent dies prior to the date either the Contract Owner or
Annuitant first reaches his or her 75th birthday, the amount of the
death benefit is the lesser of (a) and (b), as follows:

(a) the sum of:

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

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

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

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

If the decedent dies on or after the date either the Contract Owner or
Annuitant first reaches his or her 75th birthday, the amount of the
death benefit is equal to:

(a) The "Roll-up Amount" as of the date either the Contract owner or
Annuitant first reaches his or her 75th birthday; plus

(b) the accumulation (without interest) of Net Purchase Payments made on
or after the date either the Contract Owner or Annuitant first
reaches his or her 75th birthday; reduced by

(c) Pro Rata Adjustments for any withdrawals made on or after the date
either the Contract Owner or Annuitant first reaches his or her 75th
birthday.

A Pro Rata Adjustment is calculated separately for each withdrawal,
creating a decrease in the death benefit proportional to the decrease
the withdrawal makes in the Contract

11
<PAGE>

Value. Pro Rata Adjustments are made for amounts withdrawn for partial
surrenders and surrender charges, but not for any Contract fee-related
surrenders. The Pro Rata Adjustment for a given withdrawal is equal to:

(a) the withdrawn amount; divided by

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

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

(ii) any Net Purchase Payments made on or after the date either the
Contract Owner or Annuitant first reaches his or her 75th
birthday and before the given withdrawal; reduced by

(iii) Pro Rata Adjustments for any withdrawals made on or after the
date either the Contract Owner or Annuitant first reaches his or
her 75th birthday and before the given withdrawal.

(See Appendix A for sample death benefit calculations.)

If the Contract is issued prior to May 1, 1998, or on or after that date in a
state that has not approved the Enhanced Death Benefit Rider, the death benefit
will be the greatest of (1), (2), or (3) above.

The death benefit may be reduced by premium taxes where such taxes were imposed
upon receipt of purchase payments and were paid by Fortis Benefits in behalf of
the Contract Owner. For further information, see "Charges and
Deductions--Premium Taxes."

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

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

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

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

CONTRACT LOANS (SECTION 403(b) Qualified Contracts Only)

During the Accumulation Period, a Contract Owner may request a loan from the
Contract Value. If the loan meets the amount and repayment requirements
described below, it will not be reported to the Internal Revenue Service as a
taxable distribution. Forms provided by us must be used to apply for a Contract
Loan. You can obtain these forms from our Home Office.

Any loan will be secured by a security interest in the Contract. An amount equal
to the loan will be held in the Fixed Account, where it will be credited with a
Fixed Account interest rate, [equal to] the contract guaranteed rate, until the
loan is repaid. If necessary, this amount will be transferred from the
Subaccounts to the Fixed Account. In this case, the Contract Owner must specify
the Subaccounts from which such amount will be transferred or the amount will be
transferred proportionately from existing Subaccount balances. The loan and any
related transfers will be effective at the end of the Valuation Period in which
Fortis Benefits receives at its Home Office all necessary documentation in
connection with the loan request. Loan proceeds will be forwarded within seven
days thereafter.

There is a loan administrative fee of $100 for each loan. The fee will be
deducted from the loan proceeds unless it is submitted along with the loan
application. It is not expected that the revenues from these fees will exceed
the costs of establishing and administering the Contract loan feature.

Only one outstanding loan at a time is permitted. The loan amount must be at
least $1,000.00. The loan amount may not, at the date of the loan, exceed the
lesser of (a) 50% of the Contract Value, or (b) $50,000 reduced by the highest
outstanding loan balance in the previous 12 months. The 50% limitation above
described is further modified, if its application results in a calculated limit
of less than $10,000, for a Contract which is part of a plan of a governmental
employer, a plan of a church, or a salary reduction contribution-only Section
403(b) plan satisfying the diversification requirements of the Employee
Retirement Income Securities Act of 1974. If in the application of the 50%
limitation above described for such a Contract a loan limitation of less than
$10,000 results, the following limitation is applicable in lieu of the above
described 50% limitation (in addition to the loan limitation designated as (b)
above): the lesser of (1) $10,000 or (2) the Contract Value less one year's
interest on the loan. Loans issued to the Contract Owner under other plans of
the same employer may, under Internal Revenue Service rules, reduce the loan
available under this Contract.

Your loan may have either a variable rate, or a fixed rate that is fixed for the
life of the loan. If we have mailed you an endorsement to your contract
providing for a fixed rate, and if you have accepted this endorsement, then your
loan will have a fixed rate. Otherwise your loan will have a variable rate.

Loan interest rates are set on August 1st each year and are applicable to all
loans made during the 12 months following the date the rate is set.

For variable rate loans the loan interest rate is reset every August 1st. The
rate is equal to the greater of (a) the published monthly average of Moody's
Corporate Bond Yield Average--Monthly Average Corporates for the preceding
April, or (b) the weighted average Fixed Account interest rate being credited to
the contracts as of the preceding July 1st plus 1%.

For fixed rate loans the loan interest rate is equal to the greater of (a) the
published monthly average of Moody's Corporate Bond Yield Average--Monthly
Average Corporates for the preceding April, or (b) the minimum guaranteed Fixed
Account interest rate specified on the contract.

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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. The Annuity Commencement
Date must be at least two years after the Contract Date.

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

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

COMMENCEMENT OF ANNUITY PAYMENTS

If the Contract Value at the end of the Valuation Period which contains the
Annuity Commencement Date is less than $5,000, we may pay the entire Contract
Value, without the imposition of any charges other than premium taxes, if
applicable, in a single sum payment to the Annuitant or other properly
designated payee and cancel the Contract.

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

Annuity payments under a Fixed or Variable Annuity Option will be made on a
monthly basis to the Annuitant or other properly-designated payee, unless we
agree to a different payment schedule. If more than one person is named as an
Annuitant, the Contract Owner may elect to name one of such persons to be the
sole Annuitant as of the Annuity Commencement Date. We reserve the right to
change the frequency of any annuity payment so that each payment will be at
least $50. There is no right to make any total or partial surrender during the
Annuity Period.

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

The dollar amount of any fixed annuity payments is specified during the entire
period of annuity payments according to the provisions of the annuity form
selected.

The dollar amount of variable annuity payments varies during the annuity period
based on changes in Annuity Unit Values for the Subaccounts that you choose to
use in connection with your payments.

RELATIONSHIP BETWEEN SUBACCOUNT INVESTMENT PERFORMANCE AND AMOUNT OF VARIABLE
ANNUITY PAYMENTS

If a Subaccount on which a variable annuity payment is based has an average
effective net investment return higher than 4% per annum during the period
between two such annuity payments, the Annuity

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Unit Value will increase, and the second payment will be higher than the first.
Conversely, if the Subaccount's average effective net investment return over the
period between the annuity payments is less than 4% per annum, the Annuity Unit
Value will decrease, and the second payment will be lower than the first. "Net
investment return," for this purpose, refers to the Subaccount's overall
investment performance, net of the mortality and expense risk and administrative
expense charges, which are assessed at a nominal aggregate annual rate of 1.40%.

We guarantee that the amount of each variable annuity payment after the first
payment will not be affected by variations in our mortality experience or our
expenses, except to the extent that we reserve the right to impose the $30
annual administrative expense charge during the Annuity Period just as we do
during the Accumulation Period.

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

ANNUITY FORMS

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

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

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

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

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

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

DEATH OF ANNUITANT OR OTHER PAYEE

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

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

CHARGES AND DEDUCTIONS

The charges that we assess in connection with the Contracts are described below.

PREMIUM TAXES

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

Applicable premium tax rates depend upon the Contract Owner's then-current place
of residence. Currently, premium taxes and similar assessments range from 0% to
3.5% of purchase payments or the amount annuitized. Applicable rates are subject
to change by legislation, administrative interpretations or judicial acts.

ANNUAL ADMINISTRATIVE CHARGE

A $30 annual administrative charge is deducted each Contract year from the
Contract Value on each anniversary of the Contract Date. (This charge will be
lower to the extent legally required in some states.) This charge is to help
cover administrative costs such as those incurred in issuing Contracts,
establishing and maintaining the records relating to Contracts, making
regulatory filings and furnishing confirmation notices, voting materials and
other communications, providing computer, actuarial and accounting services, and
processing Contract transactions. This charge will initially be waived during
the Annuity Period, although Fortis Benefits reserves the right to reinstitute
it at any time. This charge will be waived during the Accumulation Period if the
Contract Value at the end of the Contract Year (or upon total surrender) is
$25,000 or more.

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The annual administrative charge will be deducted by redemption of Accumulation
Units from each Subaccount of the Separate Account and from the Fixed Account in
the same proportion as the then-current Contract Value is then allocated among
those alternatives pursuant to the Contract. If the Contract is totally
surrendered, the full annual administrative charge will be deducted at the time
of surrender if the Contract Value is less than $25,000 at such time.

CHARGES AGAINST THE SEPARATE ACCOUNT

Certain charges will be assessed as a percentage of the value of the net assets
of the Separate Account to compensate Fortis Benefits for risks assumed in
connection with the Contract, and administrative expenses which may apply to the
Separate Account.

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

The mortality risk borne by Fortis Benefits arises from its obligation to make
annuity payments (determined in accordance with the annuity tables and other
provisions contained in the Contract) for the full life of all Annuitants
regardless of how long all Annuitants or any individual Annuitant might live.
This undertaking assures that neither an Annuitant's own longevity, nor an
improvement in life expectancy generally, will have any adverse effect on the
annuity payments the Annuitant will receive under the Contract. This, therefore,
relieves the Annuitant from the risk that he or she will outlive the funds
accumulated for retirement.

In addition, Fortis Benefits bears a mortality risk in that it guarantees to pay
a death benefit in a single sum (which may also be taken in the form of an
annuity option) upon the death of an Annuitant or Contract Owner prior to the
Annuity Commencement Date. No surrender charge is imposed upon the payment of a
death benefit, which places a further mortality risk on the Company.

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

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

ADMINISTRATIVE EXPENSE CHARGE. We will assess each Subaccount of the Separate
Account with a daily charge at a nominal annual rate of .15% of the average
daily net assets of the Subaccount. This charge is imposed during both the
Accumulation Period and the Annuity Period. The daily administrative expense
charge is assessed to help cover administrative expenses such as those described
above under "Annual Administrative Charge." The daily administrative expense
charge, like the annual administrative charge, is designed to defray expenses
actually incurred. There is no necessary relationship between the amount of
administrative charges imposed on a given Contract and the amount of expenses
actually attributable to that Contract.

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

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

SURRENDER CHARGE

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

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

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

- Any Contract earnings that have not been previously surrendered;

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

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

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

In addition, we have an administrative policy to waive surrender charges for
full surrenders of Contracts that have been in force for at least ten years
provided that the amount then subject to the surrender charge is less than 25%
of the Contract Value. Since the Contracts have been offered only since 1994, no
such waivers have yet been made. We reserve the right to change or terminate
this practice at any time, both for new and for previously issued Contracts.

AMOUNT OF SURRENDER CHARGE. Surrender charges apply only if the amount being
withdrawn exceeds the sum of the amounts listed above under Free Surrenders. The
surrender charge is 5% of the purchase payments withdrawn which were received by
us less than five years prior to the surrender date.

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

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

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

MISCELLANEOUS

Because the Separate Account invests in shares of the Portfolios, 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 their
prospectuses. The expenses of these Portfolios are not fixed or specified under
the terms of the Contracts.

REDUCTION OF CHARGES

The annual administrative charge may be reduced or waived when sales of the
contract are made to individuals or groups of individuals in such a manner that
results in savings or reduction of administrative expense. In no event will
reduction or elimination of the annual administrative charge be permitted where
such reduction or elimination will be unfairly discriminating to any person.

FIXED ACCOUNT

Contract Owners may allocate Net Purchase Payments and transfer Contract Value
to the Fixed Account, in which case such amounts are held in the General Account
of Fortis Benefits. Because of exemptive and exclusionary provisions, interests
in the Fixed Account have not been registered under the Securities Act of 1933
and the Fixed Account has not been registered as an investment company under the
Investment Company Act of 1940. Accordingly, neither the Fixed Account nor any
interests therein are subject to the provisions of these acts and, as a result,
the staff of the Securities and Exchange Commission has not reviewed the
disclosures in this Prospectus relating to the Fixed Account. Disclosures
regarding the Fixed Account may, however, be subject to certain generally
applicable provisions of the federal securities laws relating to the accuracy
and completeness of statements made in prospectuses. This Prospectus is
generally intended to serve as a disclosure document only for the aspects of the
Contract involving the Separate Account and contains only selected information
regarding the Fixed Account. More information regarding the Fixed Account may be
obtained from Fortis Benefits' Home Office or from your sales representative.

GENERAL DESCRIPTION

Our obligations with respect to the Fixed Account are supported by our General
Account. Subject to applicable law, we have sole discretion over the investment
of the assets in our General Account.

Fortis Benefits guarantees that Contract Value in the Fixed Account will accrue
interest at an effective annual rate of at least 4%, independent of the actual
investment experience of the General Account. We may, at our sole discretion,
credit higher rates of interest, although we are not obligated to credit
interest in excess of the guaranteed rate of 4% per year. Any interest rate in
excess of 4% per year with respect to any amount in the Fixed Account pursuant
to a Contract will not be modified more than once each calendar year. Any higher
rate of interest will be quoted at an effective annual rate. The rate of any
excess interest initially or subsequently credited to any amount can in many
cases vary, depending on when that amount was originally allocated to the Fixed
Account. Once credited, such interest will be guaranteed and will become part of
Contract Value in the Fixed Account from which deductions for fees and charges
may be made.

Charges under the Contract are the same as when the Separate Account is being
used, except that the 1.40% per annum charged for mortality and expense risk and
administrative expenses is not imposed on amounts of Contract Value in the Fixed
Account.

FIXED ACCOUNT VALUE

The Contract's Fixed Account Value on any Valuation Date is the sum of the Net
Purchase Payments allocated to the Fixed Account, plus any transfers from the
Separate Account, plus interest credited to the Fixed Account, less any
surrenders, surrender charges or annual administrative charges allocated to the
Fixed Account or transfers to the Separate Account.

FIXED ACCOUNT TRANSFERS, TOTAL AND PARTIAL SURRENDERS

Amounts in the Fixed Account are generally subject to the same rights and
limitations and will be subject to the same charges as are amounts allocated to
the Subaccounts of the Separate Account with respect to total and partial
surrenders. See "Total and Partial Surrenders."

Transfers out of the Fixed Account have special limitations. Prior to the
Annuity Commencement Date, Contract Owners may transfer part or all of the
Contract Value from the Fixed Account to the Separate Account, provided that (1)
no more than one such transfer is made each Contract year, (2) no more than 50%
of the Fixed Account Value is transferred at any time (unless the balance in the
Fixed Account after the transfer would be less than $1,000, in which case up to
the entire balance may be transferred) and (3) at least $500 is transferred at
any one time (or, if less, the entire amount in the Fixed Account). Irrespective
of the above, we may in our discretion permit a continuing request for transfer
of lesser specified amounts automatically on a periodic basis. However, we
reserve the right to discontinue or modify any such arrangements at our
discretion.

No purchase payments or transfers may be allocated to the Fixed Account if the
amount allocated to the Fixed Account having the same Owner or Annuitant would
thereupon exceed $500,000 without Fortis Benefits' prior approval. Fortis
Benefits reserves the right to modify this provision at any time.

No transfers from the Fixed Account may be made after the Annuity Commencement
Date.

GENERAL PROVISIONS

THE CONTRACT

The Contract, copies of any applications, amendments, riders, or endorsements
attached to the Contract, and copies of any supplemental applications,
amendments, endorsements, or revised Contract pages which are mailed to you are
the entire Contract. Only the President, Secretary and Registrar of Fortis
Benefits can agree to change or waive any provisions of a Contract. Any change
or waiver must be in writing and signed by one of these representatives of
Fortis Benefits.

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The Contracts are non-participating and do not share in dividends or earnings of
Fortis Benefits.

POSTPONEMENT OF PAYMENTS

With respect to amounts in the Subaccounts of the Separate Account, payment of
any amount due upon a total or partial surrender, death or under an annuity
option will ordinarily be made within seven days after all documents required
for such payment are received by Fortis Benefits at its Home Office.

However, Fortis Benefits may defer the determination, application or payment of
any death benefit, partial or total surrender or annuity payment, to the extent
dependent on Accumulation or Annuity Unit Values, or any transfer, for any
period during which the New York Stock Exchange is closed (other than customary
weekend and holiday closings) or trading on the New York Stock Exchange is
restricted as determined by the Securities and Exchange Commission, for any
period during which any emergency exists as a result of which it is not
reasonably practicable for Fortis Benefits to determine the investment
experience for the Contract, or for such other periods as the Securities and
Exchange Commission may by order permit for the protection of Contract Owners.

Fortis Benefits may also defer for up to 15 days the payment of any amount
attributable to a purchase payment made by check to allow the check reasonable
time to clear. Fortis Benefits may also defer payment of surrender proceeds
payable out of the Fixed Account for a period of up to 6 months.

MISSTATEMENT OF AGE OR SEX AND OTHER ERRORS

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

ASSIGNMENT AND OWNERSHIP RIGHTS

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

We take no responsibility for the validity of any assignment. An ownership
change must be made in writing and a copy must be sent to Fortis Benefits' Home
Office. The change will be effective on the date it was made, although we are
not bound by a change until the date we record it. Contract Owner, Annuitant and
Beneficiary rights are subject to any assignment of record at the Home Office of
Fortis Benefits. An assignment or pledge of a Contract may have adverse tax
consequences. See below under "Federal Tax Matters."

BENEFICIARY

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

In the event of the death of a Contract Owner or Annuitant prior to the Annuity
Commencement Date the Beneficiary will be determined as follows:

- If there is any surviving Contract Owner the surviving Contract Owners
will be the Beneficiary (this overrides any other beneficiary
designation).

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

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

REPORTS

We will mail to the Contract Owner, at the last known address of record, any
reports required by any applicable law or regulation. You should therefore give
us prompt written notice of any address change. Each Contract Owner will also be
sent an annual and a semi-annual report for the Portfolios and a list of the
securities held in each Portfolio. All reports will be mailed to the person
receiving payments during the Annuity Period, rather than to the Contract Owner.

RIGHTS RESERVED BY FORTIS BENEFITS

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

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

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

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

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

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

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

17
<PAGE>
DISTRIBUTION

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

As compensation for distributing the Contracts, Fortis Investors pays a selling
allowance which is not expected to exceed 7.0% of purchase payments to other
broker-dealer firms or exempt firms who sell the Contracts. Fortis Investors
may, under certain flexible compensation arrangements, pay a lesser selling
allowances and pay service fees to its registered representatives and other
broker-dealer firms. However, in such case, such flexible compensation
arrangements will have actuarially equivalent present values which are not in
excess of the amounts of the selling allowances set forth above. Additionally,
registered representatives, broker-dealer firms, and exempt firms may be
eligible for additional compensation based upon meeting certain production
standards. Fortis Investors may "chargeback" commissions paid to others if the
contract upon which the commission was paid is surrendered or canceled within
certain specified time periods.

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

Fortis Investors is an indirect subsidiary of Fortis AMEV and Fortis AG and is
therefore under common control with Fortis Benefits. Fortis Investors' principal
business address is the same as that of our Home Office.

FEDERAL TAX MATTERS

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

NON-QUALIFIED CONTRACTS

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

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

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

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

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

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

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

18
<PAGE>
REQUIRED DISTRIBUTIONS FOR NON-QUALIFIED CONTRACTS

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

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

QUALIFIED CONTRACTS

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

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

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

WITHHOLDING

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

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

PORTFOLIO DIVERSIFICATION

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

CERTAIN EXCHANGES

Section 1035 of the Code provides generally that no gain or loss will be
recognized upon the exchange of a life insurance or annuity contract for an
annuity contract. Thus, a properly completed exchange from one of these types of
products into a Contract pursuant to the special annuity contract exchange form
we provide for this purpose is not generally a taxable event under the Code, and
your investment in the Contract will be the same as your investment in the
contract or policy exchanged. However, an exchange from a Fortis Group Fund or
other investment that is not a life insurance or annuity contract may be a
taxable event.

Certain existing annuity contracts may be "grandfathered" under various
provisions of the tax laws, i.e., subject to more favorable tax treatment than
generally offered under current law. For example, certain annuity contracts
issued before January 19, 1985 may not be subject to the distribution rules of
Code Section 72(s). Also, certain distributions from contracts issued before the
same date may not be subject to the 10% penalty tax for premature distributions.
Also, if a contract contained principal on August 13, 1982, that principal may
generally be withdrawn in a partial distribution before the withdrawal of any
taxable gain in the contract. These "grandfather" provisions

19
<PAGE>
may be lost if such a contract is exchanged for a Contract. In connection with
contracts issued pursuant to Section 1035 exchanges, if the data is provided to
us, we can separately track amounts attributable to purchase payments made to
the original contract before or after the effective date of the Tax Equity and
Fiscal Responsibility Act of 1982. That separate tracking can preserve certain
of the above grandfathered provisions.

Because of the complexity of these matters, you should consult a qualified tax
adviser before making any exchange.

TAX LAW RESTRICTIONS AFFECTING SECTION 403(b) Plans

Section 403(b)(12) of the Internal Revenue Code restricts the distribution under
Section 403(b) annuity contracts of:

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

(2) earnings on those contributions; and

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

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

VOTING PRIVILEGES

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

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

Where Contract Owners are permitted to instruct us as to how to vote Portfolio
shares, our policy is to permit an Annuitant or payee who is not the Contract
Owner to direct the Contract Owner with respect to the voting of certain
Portfolio shares attributable to his or her Contract. An Annuitant or other
payee may direct the Contract Owner with respect to that number of Portfolio
shares that is attributable to purchase payments, if any, contributed by such
Annuitant or payee and any additional shares, to the extent authorized by an
employee benefit plan. (For these purposes, the number of shares attributable to
the Annuitant or payee is computed on a basis consistent with that for
attributing Portfolio shares to Contract Owners, as described above.)

Contract Owners are to instruct Fortis Benefits to vote in accordance with such
directions from Annuitants and payees. Furthermore, Contract Owners are to
instruct Fortis Benefits to vote shares of any Portfolio for which directions
could have been but were not received from Annuitants and other payees in the
same proportion as other shares in that Portfolio attributable to the Contract
Owner which are to be voted in accordance with directions received from
Annuitants and other payees. The Contract Owner may instruct us as to the voting
of any other shares attributable to Contracts as the Contract Owner may
determine. The Separate Account, the Portolios and Fortis Benefits do not have
any obligation to determine whether or not voting directions are requested or
received by a Contract Owner or whether or not a Contract Owner has instructed
Fortis Benefits in accordance with directions given by Annuitants and other
payees.

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

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

STATE REGULATION

Fortis Benefits is subject to regulation and supervision by the Commerce
Department of the State of Minnesota, which periodically examines its affairs.
It is also subject to the insurance laws and regulations of all jurisdictions
where it is authorized to do business. Fortis Benefits intends to satisfy the
necessary requirements to sell the Contracts in the District of Columbia and in
approximately twenty states.

LEGAL MATTERS

The legality of the Contracts described in this Prospectus has been passed upon
by David A. Peterson, Esquire, Assistant General Counsel of Fortis Benefits.
Messrs. Freedman, Levy, Kroll & Simonds, Washington, D.C., have advised Fortis
Benefits on certain federal securities law matters.

20
<PAGE>
CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
PAGE
<S> <C>
Fortis Benefits........................................................... 2
Calculation of Annuity Payments........................................... 2
Services.................................................................. 3
- Safekeeping of Separate Account Assets................................ 3
- Experts............................................................... 3
- Principal Underwriter................................................. 3
Limitation On Allocations................................................. 4
Change of Investment Policy............................................... 4
Taxation Under Certain Retirement Plans................................... 4
Terms of Exemptive Relief in Connection with Mortality and Expense Risk
Charge................................................................... 8
Other Information......................................................... 8
Financial Statements...................................................... 8
APPENDIX A--Performance Information....................................... A-1
</TABLE>

21
<PAGE>

APPENDIX A--SAMPLE DEATH BENEFIT CALCULATIONS (FOR CONTRACTS ISSUED ON AND AFTER
MAY 1, 1998)

DATE OF DEATH IS THE 3RD CONTRACT ANNIVERSARY:

<TABLE>
<CAPTION>
EXAMPLE 1 EXAMPLE 2 EXAMPLE 3
--------- --------- ---------
<S><C> <C> <C> <C>
a. Net Purchase Payments Made Prior to Date of Death,
accumulated at 5%...................................... $31,000 $31,000 $33,000

b. Contract Value on Date of Death........................ $32,000 $23,000 $31,000

c. 1 Year Ratchet Option Value............................ $32,000 $40,000 $32,000

Death Benefit is larger of a, b, and c.................... $32,000 $40,000 $33,000
</TABLE>

DATE OF DEATH IS THE 5TH CONTRACT ANNIVERSARY:

<TABLE>
<CAPTION>
EXAMPLE 1 EXAMPLE 2 EXAMPLE 3 EXAMPLE 4
--------- --------- --------- ---------
<S><C> <C> <C> <C> <C>
a. Net Purchase Payments Made Prior to Date of Death,
accumulated at 5%...................................... $32,000 $32,000 $32,000 $32,000

b. Contract Value on Date of Death........................ $40,000 $31,000 $36,000 $34,000

c. 5 Year Reset Contract Value on 5th Contract
Anniversary............................................ $40,000 $31,000 $36,000 $34,000

d. 1 Year Ratchet Option Value............................ $40,000 $31,000 $38,000 $34,000

Death Benefit is larger of a, b, c and d.................. $40,000 $32,000 $38,000 $34,000
</TABLE>

DATE OF DEATH IS THE 8TH CONTRACT ANNIVERSARY:

b. Contract Value on Date of Death........................ $40,000 $35,000 $31,000 $30,000

c. 5th Year Reset Contract Value on 5th Contract
Anniversary............................................ $32,000 $40,000 $34,000 $31,000

d. 1 Year Ratchet Option Value............................ $40,000 $40,000 $35,000 $32,000

Death Benefit is larger of a, b, c and d.................. $40,000 $40,000 $35,000 $33,000
</TABLE>

DATE OF DEATH IS THE 13TH CONTRACT ANNIVERSARY:

b. Contract Value on Date of Death........................ $40,000 $25,000 $34,000 $31,000

c. 5 Year Reset Contract Value on 10th Contract
Anniversary............................................ $34,000 $38,000 $40,000 $33,000

d. 1 Year Ratchet Option Value............................ $40,000 $38,000 $42,000 $34,000

Death Benefit is larger of a, b, c and d.................. $40,000 $38,000 $42,000 $36,000
</TABLE>

A-1
<PAGE>
(This page has been left blank intentionally.)
<PAGE>
APPENDIX B--EXPLANATION OF EXPENSE CALCULATIONS

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

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

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

<TABLE>
<S> <C> <C>
Total Variable Account Annual Expenses 1.40%
+ Total Portfolio Operating Expenses
+ Annual Administrative Charge Rate (See Below)
= Total Expense Rate
</TABLE>

The Annual Administrative Charge Rate is calculated by dividing the total annual
Contract charges Fortis Benefits collected in 1997 by the average Contract value
in force in 1997.

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

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

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

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

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

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

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

B-1
<PAGE>
(This page has been left blank intentionally.)
<PAGE>

Individual Flexible Premium Deferred
Variable Annuity Contracts (Norwest Passage)
Issued by

FORTIS BENEFITS INSURANCE COMPANY

STATEMENT OF ADDITIONAL INFORMATION

May 1, 1998

This Statement of Additional Information is not a Prospectus. It is intended
that this Statement of Additional information be read in conjunction with the
Prospectus for a flexible premium deferred variable annuity contract
("Contract"), dated May 1, 1998. A copy of the Prospectus may be obtained
without charge from Fortis Investors, Inc. 1-800-780-7743; mailing address:
P.O. Box 64272, St. Paul, MN 55164. The Contracts are issued by Fortis
Benefits through its Variable Account D (the "Separate Account").

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Fortis Benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Calculation of Annuity Payments. . . . . . . . . . . . . . . . . . . 2
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
- Safekeeping of Separate Account Assets . . . . . . . . . . . . . 3
- Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
- Principal Underwriter . . . . . . . . . . . . . . . . . . . . . 3
Limitation on Allocations. . . . . . . . . . . . . . . . . . . . . . 4
Change of Investment Policy. . . . . . . . . . . . . . . . . . . . . 4
Taxation Under Certain Retirement Plans. . . . . . . . . . . . . . . 4
Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . 8
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . 8
Appendix A - Performance Information . . . . . . . . . . . . . . . . A-1
</TABLE>

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."

<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 Fortis Insurance Company, a stock
company originated under the laws of Wisconsin, which itself is a
wholly-owned subsidiary of Fortis, Inc. Fortis, Inc. is a corporation based
in New York, which manages the United States operations of Fortis AMEV and
Fortis AG. Fortis, Inc. is wholly-owned by Fortis International, Inc., which
is in turn wholly-owned by AMEV/VSB 1990 N.V. The latter is 50% owned by
Fortis AMEV and 50% owned, through certain subsidiaries, by Fortis AG.

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

<PAGE>

under "Contract Value") for the Valuation Period ending on that Valuation
Date, with an offset for the 4% assumed interest rate used in the annuity
tables of the Contract.

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

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

GENDER OF ANNUITANT

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

SERVICES

SAFEKEEPING OF SEPARATE ACCOUNT ASSETS

Title to assets in the Separate Account is held by Fortis Benefits. The
assets of the Separate Account are kept segregated and held separate and
apart from Fortis Benefits' other assets. All of the Portfolios shares held
by Fortis Benefits for the Separate Account are held by it in book entry
rather than certificated form.

EXPERTS

The financial statements of Fortis Benefits Insurance Company and Fortis
Benefits Separate Account D appearing in this Statement of Additional
Information and Registration Statement have been audited by Ernst & Young
LLP, independent auditors, to the extent indicated in their reports thereon
appearing elsewhere herein and are included in reliance upon such reports
given upon the authority of such firm as experts in accounting and auditing.

PRINCIPAL UNDERWRITER

Fortis Investors, Inc. ("Fortis Investors"), the principal underwriter of the
Contracts, is a Minnesota corporation and a member of the Securities
Investors Protection Corporation. The offering of the Contracts is
continuous, and Fortis Investors does not anticipate discontinuing the
offering of the Contracts, although it reserves the right to do so. Fortis
Benefits paid a total of $1,794,117, $1,782,546, and $xxxxxxxxxxx to Fortis
Investors for distribution services associated with the Contracts during
1995, 1996, and 1997, respectively. Of this total, the sums of $175,188,
$277,359, and $xxxxxxxxxxx for the years 1995, 1996, and 1997, respectively,
was not reallowed to other broker-dealers. Contracts will be issued for
Annuitants from ages zero to ninety in all states where the Contracts are
available. Contracts are currently available in Arizona, Colorado, Idaho,
Illinois, Indiana, Iowa, Kansas, Minnesota, Missouri, Montana,

<PAGE>

Nebraska, New Mexico, North Carolina, North Dakota, Ohio, Oregon, South
Dakota, Texas, Utah, Wisconsin and Wyoming.

LIMITATION ON ALLOCATIONS

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

CHANGE OF INVESTMENT POLICY

If required, approval of or change of any investment objective of the
Subaccounts will be filed with the Insurance Department of each state where
Contracts have been delivered. The Contract Owner (or, after annuity
payments start, the Annuitant) will be notified of any material investment
policy change which has been approved. Notification of an investment policy
change will be provided to Contract Owners prior to its implementation by the
Separate Account if Contract Owner comment or vote is required for such
change.

TAXATION UNDER CERTAIN RETIREMENT PLANS

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

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

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

TAXATION OF DISTRIBUTIONS. Distributions from a Section 403(b) tax-deferred
annuity contract are taxed as ordinary income to the recipient as described
under "Federal Tax Matters - Qualified Contracts" in the Prospectus. Taxable
distributions received before the employee attains age 591/2 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

<PAGE>

of 50% would be imposed on any amount by which the minimum required
distribution in any year exceeded the amount actually distributed in that
year. In addition, in the event that the employee dies before his or her
entire interest in the Contract has been distributed, the employee's entire
interest must be distributed in accordance with rules similar to those
applicable upon the death of the Contract Owner in the case of a
Non-Qualified Contract, as described in the Prospectus. Certain of these and
other provisions are incorporated in a special endorsement attached to
Contracts that are intended to qualify under Section 403(b), and reference
should be made to that endorsement for its complete terms.

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

SECTION 401 QUALIFIED PENSION, PROFIT-SHARING OR ANNUITY PLANS

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

TAXATION OF DISTRIBUTIONS. Distributions from Contracts purchased under
these qualified plans are taxable as ordinary income, except to the extent
allocable to an employee's after-tax contributions, as described under
"Federal Tax Matters--Qualified Contracts," in the Prospectus. However, if
an employee or other payee receives a "lump sum" distribution, as defined in
the Code, from an exempt employees' trust, the taxable portion of the
distribution may be subject to special tax treatment. For most individuals
receiving lump sum distributions after attaining age 591/2, the rate of tax
may be determined under a special 5-year income averaging provision. Those
who attained age 50 by January 1, 1986 may instead elect to use a 10-year
income averaging provision based on the income tax rates in effect for 1986.
Taxable distributions received prior to attainment of age 591/2 under a
Contract purchased under a qualified plan are subject to the same 10% penalty
tax (and the same exceptions) as described above with respect to Section
403(b) annuity contracts.

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

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

INDIVIDUAL RETIREMENT ANNUITIES

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

<PAGE>

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 701/2 or for any year thereafter.

TAXATION OF DISTRIBUTIONS. Distributions from IRA Contracts are taxed as
ordinary income to the recipient, although special rules exist for the
tax-free return of non-deductible contributions. In addition, taxable
distributions received under an IRA Contract prior to age 591/2 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.

<PAGE>

SECTION 408(p) SIMPLE IRA PLANS

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

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

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

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

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

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

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

The amounts which are deferred may be used by the employer to purchase the
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.

<PAGE>

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.

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.

Fortis Benefits relies upon on SEC No-action letter dated December 22, 19988
providing relief from certain restrictions provided in the Investment company
Act of 1940 relative to restrictions on redemptions and it complies with its
conditions.

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.

<PAGE>
Appendix A

PERFORMANCE INFORMATION

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

YIELD CALCULATIONS

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

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

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

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

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

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

Where:

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

B = expenses accrued for the period,

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

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

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

<TABLE>
<CAPTION>
Subaccount Yield
---------- -----
<S> <C>
Norwest Select Income Fund. . . . . . . . . . ____%
</TABLE>

A-1

<PAGE>

TOTAL RETURN CALCULATIONS

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

Average Annual Total Return

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

P(1 + T)n = CSV

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

T = average annual total return,

n = number of years, and

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

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

________________________
(1) Commencing with the commencement of operations of the Subaccounts on
June 1, 1994, except for Norwest Small Company Stock Fund which commenced
operations on May 8, 1995, and Norwest Income Equity Stock Fund which
commenced operations on May 1, 1996.

Cumulative Total Return

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

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

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

CTR = cumulative total return, and

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

A-2

<PAGE>

<TABLE>
<CAPTION>
ONE-YEAR FIVE-YEAR COMMENCEMENT OF
PERIOD ENDED PERIOD ENDED SUBACCOUNT (1) TO
SUBACCOUNT DEC. 31, 1997 DEC. 31, 1997(1) DEC. 31, 1997
- ---------- ------------- ---------------- -----------------
<S> <C> <C> <C>
Norwest Income Equity Stock Fund
Norwest Select Income Fund
Norwest ValuGrowth Stock Fund
Norwest Small Company Stock Fund
Fortis Growth Stock Series
Fortis Global Growth Series
Scudder International
Class A shares Portfolio
</TABLE>
________________________
(1) Commencing with the commencement of operations of the Subaccounts on
June 1, 1994, except for Norwest Small Company Stock Fund which commenced
operations on May 8, 1995 and Norwest Income Equity Stock Fund which
commenced operations on May 1, 1996.

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

RATING SERVICES

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

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

Fortis Global Growth Subaccount

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

Fortis Growth Stock Subaccount

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

Fortis Money Market Subaccount

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

Norwest ValuGrowth Stock Subaccount

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

A-3

<PAGE>

Norwest Select Income Subaccount

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

Norwest Small Company Stock Subaccount

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

Scudder International Subaccount

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

A-4

<PAGE>
PART C
OTHER INFORMATION

Item 24. Financial Statement and Exhibits

a. Financial Statements included in Part B:

The following financial statements for Variable Account D:

(The following will be filed by pre-effective amendment.)

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

Statement of Net Assets as of December 31, 1997.

Statements of Changes in Net Assets for the years ended
December 31, 1997, 1996 and 1995.

Notes to Financial Statements

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

(The following will be filed by pre-effective amendment)

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

Balance Sheets of Fortis Benefits as of December 31, 1997 and
1996.

Statements of Income, Statements of Changes in Shareholder's
Equity and Statements of Cash Flows of Fortis Benefits for the
years ended December 31, 1997, 1996 and 1995.

Notes to Financial Statements for Fortis Benefits.

There are no financial statements included in Part A.

b. Exhibits:

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

2. Not applicable.

<PAGE>

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

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

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

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

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

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

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

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

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

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

(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).

<PAGE>

(c) Certificate of Amendment to Articles of Incorporation and
By-laws of depositor dated November 21, 1991 (Incorporated
by reference from 1933 Act Post-Effective Amendment No. 6
to Form N-4 registration statement by Fortis Benefits and
its Variable Account D, filed on March 2, 1992, File No.
33-19421).

7. None.

8. Not Applicable.

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

10. (a) Consent of Ernst & Young LLP--to be filed by post-effective
amendment.

(b) Power of Attorney as to registration statements and reports,
and amendments thereto, for Messrs. Freedman, Mackin and
Keller, in their capacity as director (Incorporated by
reference from Form S-6 registration statement of Fortis
Benefits and its Variable Account C filed on December 17,
1993, File No. 33-73138).

11. Not applicable.

12. Not applicable.

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

14. Financial Data Schedule--to be filed by post-effective amendment.

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.

<TABLE>
<CAPTION>
Name and Principal
Business Address Offices with Depositor
------------------ ----------------------
<S> <C>
Officer-Directors
- -----------------

Robert Brian Pollock (4) President and Chief Executive Officer

Thomas Michael Keller (5) President--Fortis Healthcare

Dean C. Kopperud (1) President--Fortis Financial Group
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Other Directors
- ---------------
<S> <C>
Allen Royal Freedman (2) Chairman of the Board

J. Kerry Clayton (2)

Arie Aristede Fakkert (3)

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

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

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

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

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

</TABLE>
___________________________

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

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

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

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

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

__________________________

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

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

<PAGE>

The chart indicating the persons controlled by or under common control with
Fortis Benefits is hereby incorporated by reference from the response to Item
26 in Post-Effective Amendment No. 6 to the Form N-4 registration statement
of Fortis Benefits and its Variable Account D filed simultaneously herewith,
File No. 33-37577. Fortis Benefits has no subsidiaries.

Item 27. Number of Contract Owners

As of March 31, 1998, there were ________ contracts outstanding.

Item 28. Indemnification

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

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

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

<PAGE>

indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

Item 29. Principal Underwriters

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

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

<TABLE>
<CAPTION>
Name and Principal Positions and Offices
Business Address with Underwriter
------------------ ---------------------
<S> <C>
Roger W. Arnold* Vice President

Robert W. Beltz, Jr.* Vice President and Director

Jeffrey R. Black* Business Development and Sales Desk Officer

Mark C. Cadalbert* Compliance Officer

Peter M. Delahanty* Vice President

Tamara L. Fagely* 2nd Vice President

Joanne M. Herron* Assistant Treasurer

John E. Hite* Vice President and Assistant Secretary

Carol M. Houghtby* Vice President and Treasurer

Dean C. Kopperud* President and Director

Christine D. Pawlenty* Custom Solutions Group Officer

Mary B. Petersen* 2nd Vice President

Scott R. Plummer* 2nd Vice President and Corporate Counsel
</TABLE>
____________________________________

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

<PAGE>

Item 30. Location of Accounts and Records

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

Item 31. Management Services

None.

Item 32. Undertakings

The registrant hereby undertakes:

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

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

(c) to deliver any Statement of Additional Information and any financial
statements required to be made available under this Form N-4 promptly
upon written or oral request.

Fortis Benefits Insurance Company represents:

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

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

<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 24th
day of February, 1998.

VARIABLE ACCOUNT D OF
FORTIS BENEFITS INSURANCE COMPANY
(Registrant)

By: FORTIS BENEFITS INSURANCE COMPANY

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

FORTIS BENEFITS INSURANCE COMPANY
(Depositor)

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

As required by the Securities Act of 1933 and the Investment Company Act of
1940, this Registration Statement has been signed by the following persons,
in the capacities indicated, on February 24, 1998.

<TABLE>
<CAPTION>
Signature Title With Fortis Benefits
- --------- --------------------------
<S> <C>
*________________________________ Chairman of the Board
Allen Royal Freedman

*________________________________ Director
J. Kerry Clayton

*________________________________ Director
Thomas Michael Keller

________________________________ Director
Arie Aristede Fakkert

____/s/_________________________ Director
Dean C. Kopperud

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

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

By:____/s/_______________________
Robert Brian Pollock
Attorney-in-Fact
</TABLE>

<PAGE>

EXHIBIT INDEX

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

None