VARIABLE ACCOUNT D OF FORTIS BENEFITS INSURANCE CO
485BPOS, 1998-04-29
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<PAGE>

         As filed with the Securities and Exchange Commission on April 28, 1998.
                                                 Registration Nos.  33-19421    
                                                                    811-5439    


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

                                                      
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                                                

                           Post-Effective Amendment No. 18
                                         
                                        AND/OR              

           REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
                                   Amendment No. 53

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


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


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

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


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


<PAGE>


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

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

    X   on      May 1, 1998          pursuant to paragraph (b) of Rule 485.
- ------- 

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

       on                            pursuant to paragraph (a)(1) of Rule 485.

- ------

     If appropriate, check the following box:

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

                          ----------------------------------
<PAGE>

                                VARIABLE ACCOUNT D OF
                          FORTIS BENEFITS INSURANCE COMPANY

                        Cross Reference Sheet Showing Location
                           of Information in Prospectus or
                          STATEMENT OF ADDITIONAL INFORMATION

FORM N-4                                 PROSPECTUS CAPTION
- --------                                 ------------------
1.  Cover Page                           Cover Page

2.  Definitions                          Special Terms Used in This
                                         Prospectus

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

4.  Condensed Financial                  Information Summary -- Financial 
                                         information

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

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

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

8.  Annuity Period                       The Annuity Period

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

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

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

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

<PAGE>


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

13. Legal Proceedings                     None 

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

15. Cover Page                            Cover Page

16. Table of Contents                     Table of Contents

17. General Information and History       Fortis Benefits 

18. Services                              Services 

19.  Purchases of Securities              Reduction of Charges 
     Being Offered

20. Underwriters                          Services

21. Calculation of Performance Data       Appendix A

22. Annuity Payments                      Calculation of Annuity Payments

23. Financial Statements                  Financial Statements
<PAGE>
PROFILE                                                     [LOGO]FORTIS-SM-


              THIS PROFILE IS A SUMMARY OF SOME OF THE MORE IMPORTANT POINTS
THAT YOU SHOULD CONSIDER AND KNOW BEFORE PURCHASING THE OPPORTUNITY+ ANNUITY.
THIS ANNUITY IS MORE FULLY DESCRIBED IN THE PROSPECTUS WHICH ACCOMPANIES THIS
PROFILE. PLEASE READ THE PROSPECTUS CAREFULLY.



1.   THE ANNUITY CONTRACT



     Opportunity+ Variable and Fixed Annuity is a contract between you and
     Fortis Benefits Insurance Company. It is designed to help you accumulate
     assets for your retirement and other long term financial goals on a tax
     deferred basis.

     Opportunity+ offers you a diverse selection of money managers and
     investment options. You may divide your money among the 18 investment
     portfolios of the Fortis Series Fund and the fixed account of Fortis
     Benefits.

     The investment portfolios offer professionally managed investment options
     with goals ranging from capital preservation to aggressive growth. Your
     choices are found on the next page. These portfolios are designed to
     provide you with better potential return than the fixed account. Your
     investment,  however, is not guaranteed. The value of your Opportunity+
     contract can fluctuate up or down based on your choices and you may
     experience a loss. Opportunity+ does provide you with a death benefit that
     protects your beneficiaries from such loss.

     You can also choose to put all or part of your money in the fixed account.
     For this account, Fortis Benefits guarantees your investment and the
     interest rate it sets once a year.

     Like most annuities, this contract has two phases: the accumulation phase
     and the income phase. During the accumulation phase, you invest money in
     your contract. Your contract value is based on your investment choices. You
     may withdraw money from your contract. However, as with most other
     tax-deferred investments, you will pay taxes on earnings and untaxed
     contributions when you withdraw them. You may also be subject to an IRS tax
     penalty if you make withdrawals before age 59 1/2.


     During the income phase, you can elect to receive regular payments from
     your contract. Depending on your choice, these payments can be fixed in
     dollar amount or can vary with investment performance. The amount of these
     income payments also are determined by the amount you are able to
     accumulate during the accumulation phase of your contract.


 2.  ANNUITY INCOME OPTIONS
     (THE INCOME PHASE)

     You may select one of four annuity income options:

     (1)  monthly payments during your lifetime;
     (2)  monthly payments during your lifetime, but with payments continuing to
          your beneficiary for a period from 10 to 20 years (as you select) if
          you die before the end of the selected period;
     (3)  monthly payments during your lifetime and the lifetime of another
          person you select; and
     (4)  monthly payments during your lifetime and  the lifetime of another
          person, with the payments reduced by 1/2 when one of you dies.


     At the start of the income phase you can choose to have the payments come
     from the fixed account, the investment portfolios, or both. The dollar
     amount of your payments coming from the fixed account will be fixed. The
     payments from the investment portfolios you select will go up or down
     depending on their performance.  Once payments begin, you cannot change
     your annuity option.


 3.PURCHASING AN OPPORTUNITY + FIXED
   AND VARIABLE ANNUITY CONTRACT

     You can buy this contract through your registered representative who can
     help you complete the proper forms. The minimum initial investment is $50.
     You can make additional contributions of at least $50 at any time during
     the accumulation period.  The minimum investment may be smaller for certain
     employer sponsored plans.

<PAGE>


4.   INVESTMENT OPTIONS

     You can invest your money in any of the following investment portfolios
     which are described in the fund prospectus:

     INTERNATIONAL STOCK

               Lazard Freres - International Stock Series
               Fortis - Global Growth Series
               Morgan Stanley - Global Asset
                                Allocation Series

     DOMESTIC STOCK

     SMALL CAP Fortis - Aggressive Growth Series
               Berger - Small Cap Value Series

     MID CAP   Fortis - Growth Stock Series
               Dreyfus - Mid Cap Stock Series

     LARGE CAP Alliance - Large Cap Growth Series
               T. Rowe Price - Blue Chip Stock Series
               Dreyfus - S & P 500 Index Series
               Fortis - Growth & Income Series
               Fortis - Value Series
               Fortis - Asset Allocation Series

     INTERNATIONAL BONDS

               Mercury - Global Bond Series


     DOMESTIC BONDS

               Fortis - High Yield Series
               Fortis - Diversified Income Series
               Fortis - U.S. Government Securities Series
     CASH      Fortis - Money Market Series

     You may also choose to invest in the guaranteed fixed account.

     5.   EXPENSES

     Each year we deduct a $30 contract maintenance fee from your contract
     value.  This fee is waived if your contract value is at least $25,000.  We
     also deduct insurance charges equal to 1.35% annually of the average daily
     value of your contract in the investment portfolios. As with other
     professionally managed investments, there are also investment charges on
     money in the investment portfolios, estimated to range from 0.38% to 1.16%.

     If you decide to cancel your contract or take money out in excess of the
     annual free withdrawal amount, there may be a withdrawal charge equal to 5%
     of the investment you withdraw, within 5 years of its payment.  The annual
     free withdrawal amount is 10% of your payments beginning in year one.

     In a limited number of states, you may also be assessed a state premium tax
     charge of up to 4%, depending upon the state. In these states, this tax
     will be deducted when you cancel the contract, begin the income phase, or
     if the death benefit is paid. In many states,  there is no tax at all.

     The following chart is designed to help you understand the expenses in your
     contract.  The column labeled "Total Annual Expenses" includes the total of
     the $30 contract maintenance fee (included as  0.05%), the 1.35% insurance
     charge and the investment management expenses for each portfolio.  The
     right side of the chart shows you two examples of the expenses, in dollars,
     you would pay under the contract.  The examples assume that you invest
     $1,000, earn 5% annually and withdraw your money: (1) at the end of one
     year, and (2) at the end of ten years.  In the first example, the total
     annual expenses are assessed along with the withdrawal charges.  In the
     second example the total annual expenses for the ten years are shown but
     there is no withdrawal charge assessed.  The premium tax is assumed to be
     0% for both examples.  Please see the prospectus for more complete
     examples.

<PAGE>



<TABLE>
PORTFOLIO                               TOTAL ANNUAL   TOTAL ANNUAL       TOTAL            EXAMPLES
                                          INSURANCE     INVESTMENT       ANNUAL
                                          EXPENSES       EXPENSES       EXPENSES      1 YEAR       10 YEARS

<S>                                      <C>             <C>           <C>            <C>           <C>
INTERNATIONAL STOCK

Lazard Freres - International Stock         1.40%         1.08%         2.48%           $70          $278
Fortis - Global Growth                      1.40%         0.79%         2.19%           $67          $249
Morgan Stanley - Global Asset Allocation    1.40%         1.16%         2.56%           $71          $286
- ---------------------------------------------------------------------------------------------------------
DOMESTIC STOCK

SMALL CAP
Fortis - Aggressive Growth                  1.40%         0.76%         2.16%           $67          $246
Berger - Small Cap Value                    1.40%         1.10%         2.50%           $70          $280

MID CAP
Fortis - Growth Stock                       1.40%         0.66%         2.06%           $66          $236
Dreyfus - Mid Cap Stock                     1.40%         1.10%         2.50%           $70          $280

LARGE CAP
Alliance - Large Cap Growth                 1.40%         1.10%         2.50%           $70          $280
T. Rowe Price - Blue Chip Stock             1.40%         1.02%         2.42%           $69          $272
Dreyfus - S&P500 Index                      1.40%         0.51%         1.91%           $64          $220
Fortis - Growth & Income                    1.40%         0.70%         2.10%           $66          $240
Fortis - Value                              1.40%         0.83%         2.23%           $67          $253
Fortis - Asset Allocation                   1.40%         0.53%         1.93%           $64          $222
- ---------------------------------------------------------------------------------------------------------
INTERNATIONAL BONDS

Mercury - Global Bond                       1.40%         1.10%         2.50%           $70          $280
- ---------------------------------------------------------------------------------------------------------
DOMESTIC BONDS

Fortis - High Yield                         1.40%         0.62%         2.02%           $65          $231
Fortis - Diversified Income                 1.40%         0.55%         1.95%           $65          $224
Fortis - U.S. Government Securities         1.40%         0.54%         1.94%           $64          $223
- ---------------------------------------------------------------------------------------------------------
CASH

Fortis - Money Market                       1.40%         0.38%         1.78%           $63          $206
- ---------------------------------------------------------------------------------------------------------
</TABLE>

 6.  TAXES

     Your earnings are not taxed until you withdraw them from the contract.  If
     you take money out during the accumulation phase, earnings come out first
     and are taxable ordinary income.  If you make a withdrawal prior to age
     591/2, you may be charged a 10% federal tax penalty on that amount.
     Payments during the income phase are considered partly a return of your
     original investment and partly earnings.You will only be taxed on the
     earnings portion.  However, if your contract is funded with pretax or tax
     deductible dollars (qualified plan contributions), then the entire payment
     will be taxable.


 7.  ACCESS TO YOUR MONEY

     You can make withdrawals at any time during the accumulation phase.  The
     minimum amount you can withdraw is $500.  You can withdraw up to 10% of
     your total investments each year with no charge.  Any payment invested in
     the contract for more than five years can be withdrawn without a charge.
     All other withdrawals will be charged 5% of each payment you take out.  You
     may also have to pay income tax and a tax penalty on any money you
     withdraw.

     SYSTEMATIC WITHDRAWALS:  You can have money automatically sent to you each
     month during the accumulation phase of your contract.  Systematic
     withdrawals are available for amounts of $50 or more.  Of course,
     withdrawals may be taxable and subject to an IRS tax penalty.

<PAGE>


 8.  PERFORMANCE

     The value of your contract will go up or down depending on the investment
     portfolios you choose.  The following chart shows the total return for each
     investment portfolio for the time periods shown.  Insurance charges,
     investment management charges and all other expenses of the investment
     portfolio have been deducted from these numbers.  These numbers do not
     reflect any withdrawal charges or the annual contract fee which, if
     applied, would reduce the performance.  Past performance is not
     a guarantee of future results.

<TABLE>
PORTFOLIO                                   1997     1996    1995       1994     1993     1992     1991      1990    1989     1988
<S>                                        <C>      <C>      <C>       <C>       <C>      <C>      <C>       <C>     <C>       <C>
INTERNATIONAL STOCK

Lazard Freres - International Stock        10.49%   12.48%   12.83%       --       --       --       --       --       --       --
Fortis - Global Growth                      5.39%   17.50%   28.74%   (4.28%)  16.34%       --       --       --       --       --
Morgan Stanley - Global Asset Allocation   11.99%   11.20%   15.90%       --       --       --       --       --       --       --

DOMESTIC STOCK - SMALL CAP
Fortis - Aggressive Growth                  0.06%    6.19%   28.15%       --       --       --       --       --       --       --
Berger - Small Cap Value*                      --       --       --       --       --       --       --       --       --       --

DOMESTIC STOCK - MID CAP
Fortis - Growth Stock                      10.91%   14.85%   25.96%   (4.12%)   7.32%    1.55%   51.44%   (4.40%)  34.66%    0.83%
Dreyfus - Mid Cap Stock*                       --       --       --       --       --       --       --       --       --       --

DOMESTIC STOCK - LARGE CAP
Alliance - Large Cap Growth*
T. Rowe Price - Blue Chip Stock            25.25%       --       --       --       --       --       --       --       --       --
Dreyfus - S&P500 Index                     30.55%       --       --       --       --       --       --       --       --       --
Fortis - Growth & Income                   25.98%   19.87%   27.98%       --       --       --       --       --       --       --
Fortis - Value                             23.56%       --       --       --       --       --       --       --       --       --
Fortis - Asset Allocation                  18.62%   10.99%   20.35%   (1.65%)   8.32%    5.50%   25.93%    0.63%   22.08%    1.98%

INTERNATIONAL BONDS
Mercury - Global Bond                      (1.04%)   1.86%   17.43%       --       --       --       --       --       --       --

DOMESTIC BONDS
Fortis - High Yield                         8.29%    9.03%   11.26%       --       --       --       --       --       --       --
Fortis - Diversified Income                 8.96%    2.74%   15.72%   (6.50%)  11.25%    5.64%   13.11%    7.40%   10.81%    2.47%
Fortis - U.S. Government Securities         7.62%    0.82%   17.22%   (7.70%)   7.98%    4.70%   12.85%    6.45%       --       --

CASH
Fortis - Money Market                       3.93%    3.75%    4.31%    2.52%    1.39%    1.97%    4.50%    6.43%    7.96%    3.02%
</TABLE>

- ------------------
*As these portfolios are new, no performance data is available.


9.   DEATH BENEFIT

     If you die during the accumulation phase, your contract beneficiary will
     receive a death benefit.  This death benefit will be the greater of three
     amounts:

     1)   your contract value;
     2)   the money you put in less a proportionate reduction related to any
          withdrawals; and
     3)   at the time of death, the highest anniversary contract value up to
          your 75th birthday; plus (a) any money you put in since that
          anniversary, less (b) a proportionate reduction related to any money
          you took out since that anniversary.

10.  OTHER INFORMATION

     FREE LOOK PERIOD: You may cancel your contract within 10 days of receiving
     it (or whatever period is required by your state). We will pay you the
     value of your contract without imposing a withdrawal charge.  This may be
     more or less than the amount you invested.  If required by law, we will
     return your original payment.

     NO PROBATE: In most cases, your beneficiary will receive the death benefit
     when you die without going through probate.

     DOLLAR COST AVERAGING: You can invest gradually with a regular amount of
     money into your chosen investment portfolios from any  of  the portfolios,
     or from the fixed account. This can lower your average cost per unit over
     time as compared to your cost on a single purchase.

     AUTOMATIC REBALANCING: You can maintain your asset allocation mix by asking
     us to readjust your money on a periodic basis. This can help you keep your
     investment in line with your goals.

     NURSING HOME WAIVER: You will be able to take your money out without a
     withdrawal charge when you are in a nursing home and meet certain
     conditions.

11.  Inquiries
     If you need more information, please contact us at:

     Fortis Benefits Insurance Company
     P.O. Box 64272
     St. Paul, MN 55164
     800-800-2000, Ext. 3057

<PAGE>
<PAGE>
FORTIS
OPPORTUNITY
VARIABLE
ANNUITY
Individual Flexible
Premium Deferred
Variable Annuity Contract
 
   
PROSPECTUS DATED
May 1, 1998
    
 
FORTIS-R-
 
   
FORTIS BENEFITS INSURANCE COMPANY
MAILING ADDRESS:            STREET ADDRESS:            PHONE:
P.O. BOX 64272              500 BIELENBERG DRIVE       1-800-800-2000
ST. PAUL, MN 55164          WOODBURY, MN 55125         (EXTENSION 3057)
 
    
 
This  Prospectus  describes  an individual  flexible  premium  deferred variable
annuity contract  ("Contract")  issued  by  Fortis  Benefits  Insurance  Company
("Fortis  Benefits").  The minimum  initial  or subsequent  purchase  payment is
generally $50.
 
   
The Contract allows you  to accumulate funds on  a tax-deferred basis.  Contract
Owners  may  elect  a  guaranteed interest  accumulation  option  through Fortis
Benefits' Fixed  Account  or  a  variable  return  accumulation  option  through
Variable  Account  D  (the  "Separate  Account")  of  Fortis  Benefits Insurance
Company, or  a  combination  of  these two  options.  Under  the  variable  rate
accumulation option, Contract Owners can choose among the separate Portfolios of
Fortis Series Fund, Inc. ("Fortis Series"): Money Market Series, U.S. Government
Securities  Series, Diversified  Income Series,  Global Bond  Series, High Yield
Series, Asset Allocation Series, Global  Asset Allocation Series, Value  Series,
Growth  & Income Series,  S&P 500 Index  Series, Blue Chip  Stock Series, Global
Growth Series,  Growth  Stock  Series, International  Stock  Series,  Aggressive
Growth  Series,  Small-Cap Value  Series,  Mid-Cap Stock  Series,  and Large-Cap
Growth Series.  The  accompanying Prospectus  for  Fortis Series  describes  the
investment objectives, policies and risks of each of the Portfolios.
    
 
The  Contract provides several different types  of retirement and death benefits
to Contract  Owners,  Annuitants or  their  Beneficiaries, including  fixed  and
variable   annuity   income  options.   Contract   Owners  may,   under  certain
circumstances, make  partial surrenders  of the  Contract Value  or may  totally
surrender the Contract for its Cash Surrender Value.
 
   
You have the right to examine a Contract for ten days (or longer in some states)
from  the  time you  receive the  Contract and  return  it for  a refund  of the
Contract Value. However, if applicable state law so requires, the full amount of
the purchase payments received by Fortis Benefits will be refunded.
    
 
This Prospectus gives prospective investors information about the Contract  that
they  should know  before investing.  This Prospectus  must be  accompanied by a
current Prospectus of Fortis Series Fund, Inc. Both Prospectuses should be  read
carefully and kept for future reference.
 
   
A  Statement of Additional  Information, dated May 1,  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 21 of this Prospectus.
    
 
THESE CONTRACTS ARE NOT OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY  BANK,
CREDIT  UNION,  BROKER-DEALER  OR  OTHER  FINANCIAL  INSTITUTION.  THEY  ARE NOT
FEDERALLY INSURED  BY THE  FEDERAL DEPOSIT  INSURANCE CORPORATION,  THE  FEDERAL
RESERVE  BOARD, OR ANY OTHER AGENCY; AND INVOLVE INVESTMENT RISKS, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL.
 
THESE SECURITIES HAVE  NOT BEEN APPROVED  OR DISAPPROVED BY  THE SECURITIES  AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
   
95530 (5/98)
    
<PAGE>
TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                                                            PAGE
<S>                                                                                                       <C>
SPECIAL TERMS USED IN THIS PROSPECTUS...................................................................          3
INFORMATION CONCERNING FEES AND CHARGES.................................................................          4
SUMMARY.................................................................................................          6
FORTIS BENEFITS AND THE SEPARATE ACCOUNT................................................................          9
    - Fortis Benefits/Fortis Financial Group Member.....................................................          9
    - The Separate Account..............................................................................          9
    - Fortis Series Fund, Inc...........................................................................          9
ACCUMULATION PERIOD.....................................................................................         10
    - Issuance of a Contract and Purchase Payments......................................................         10
    - Contract Value....................................................................................         10
    - Allocation of Purchase Payments and Contract Value................................................         11
    - Total and Partial Surrenders......................................................................         11
    - Benefit Payable on Death of Annuitant or Contract Owner...........................................         12
    - Contract Loans (Section 403(b) Contracts Only)....................................................         12
THE ANNUITY PERIOD......................................................................................         13
    - Annuity Commencement Date.........................................................................         13
    - Commencement of Annuity Payments..................................................................         13
    - Relationship Between Subaccount Investment Performance and Amount of Variable Annuity Payments....         14
    - Annuity Forms.....................................................................................         14
    - Death of Annuitant or Other Payee.................................................................         14
CHARGES AND DEDUCTIONS..................................................................................         14
    - Premium Taxes.....................................................................................         14
    - Annual Administrative Charge......................................................................         15
    - Charges Against the Separate Account..............................................................         15
    - Surrender Charge..................................................................................         15
    - Miscellaneous.....................................................................................         16
    - Reduction of Charges..............................................................................         16
FIXED ACCOUNT...........................................................................................         16
    - General Description...............................................................................         16
    - Fixed Account Value...............................................................................         16
    - Fixed Account Transfers, Total and Partial Surrenders.............................................         16
GENERAL PROVISIONS......................................................................................         17
    - The Contract......................................................................................         17
    - Postponement of Payments..........................................................................         17
    - Misstatement of Age or Sex and Other Errors.......................................................         17
    - Assignment and Ownership Rights...................................................................         17
    - Beneficiary.......................................................................................         17
    - Reports...........................................................................................         17
RIGHTS RESERVED BY FORTIS BENEFITS......................................................................         17
DISTRIBUTION............................................................................................         18
FEDERAL TAX MATTERS.....................................................................................         18
VOTING PRIVILEGES.......................................................................................         20
STATE REGULATION........................................................................................         21
LEGAL MATTERS...........................................................................................         21
CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION.........................................................         21
APPENDIX A--Sample Death Benefit Calculations...........................................................        A-1
APPENDIX B--Explanation of Expense Calculations.........................................................        B-1
</TABLE>
 
THE  CONTRACTS  ARE  NOT  AVAILABLE  IN ALL  STATES.  THIS  PROSPECTUS  DOES NOT
CONSTITUTE AN  OFFERING IN  ANY  JURISDICTION IN  WHICH  SUCH OFFERING  MAY  NOT
LAWFULLY  BE  MADE.  FORTIS  BENEFITS  DOES  NOT  AUTHORIZE  ANY  INFORMATION OR
REPRESENTATION REGARDING THE OFFERING DESCRIBED IN THIS PROSPECTUS WHICH IS  NOT
INCLUDED IN THIS PROSPECTUS, THE RELATED STATEMENT OF ADDITIONAL INFORMATION, OR
ANY  SUPPLEMENTS THERETO  OR IN  ANY SUPPLEMENTAL  SALES MATERIAL  AUTHORIZED BY
FORTIS BENEFITS.
<PAGE>
SPECIAL TERMS USED IN THIS PROSPECTUS
 
<TABLE>
<S>                      <C>
ACCUMULATION PERIOD      The time period under a Contract between the Contract Date and the Annuity Period.
ACCUMULATION UNIT        A unit of measure used to calculate the interest of the Contract Owner in the Separate
                         Account during the Accumulation Period.
ANNUITANT                A person during whose life annuity payments are to be made by Fortis Benefits under
                         the Contract.
ANNUITY COMMENCEMENT     The date on which the Annuity Period commences.
  DATE
ANNUITY PERIOD           The time period following the Accumulation Period, during which annuity payments are
                         made by Fortis Benefits.
ANNUITY UNIT             A unit of measurement used to calculate variable annuity payments.
BENEFICIARY              The person entitled to receive benefits under the terms of the Contract.
CASH SURRENDER VALUE     The amount payable to the Contract Owner on surrender of the Contract after deduction
                         of all applicable charges.
CONTRACT OWNER           The person named in the application as the Contract Owner, or any successor Contract
                         Owner. Unless otherwise named, the Annuitant is the Contract Owner.
CONTRACT DATE            The date on which the Contract was issued. Contract years are measured from the
                         Contract Date.
CONTRACT VALUE           The sum of the Fixed Account Value and the Separate Account Value.
FIVE YEAR ANNIVERSARY    The fifth anniversary of a Contract Date, and each subsequent fifth anniversary of
                         that date.
FIXED ACCOUNT            The name of the alternative under which purchase payments are allocated to Fortis
                         Benefits' General Account.
FIXED ACCOUNT VALUE      The amount of your Contract Value which is in the Fixed Account.
FIXED ANNUITY OPTION     An annuity option under which Fortis Benefits promises to pay the Annuitant or any
                         other properly designated payee one or more fixed payments.
FORTIS GROUP FUNDS       All publicly-available mutual funds advised by Fortis Advisers, Inc. (other than
                         Fortis Money Portfolios, Inc.). Currently, these mutual funds are: Fortis Worldwide
                         Portfolios, Inc., Fortis Equity Portfolios, Inc., Fortis Growth Fund, Inc., Fortis
                         Fiduciary Fund, Inc., Fortis Tax-Free Portfolios, Inc., Fortis Income Portfolios,
                         Inc., and Fortis Advantage Portfolios, Inc.
FORTIS SERIES            The Fortis Series Fund, Inc., a diversified, open-end management investment company in
                         which the Separate Account invests.
GENERAL ACCOUNT          All assets of Fortis Benefits other than those in the Separate Account, or in any
                         other legally segregated separate account established by Fortis Benefits.
HOME OFFICE              Our office at 500 Bielenberg Drive, Woodbury, Minnesota 55125; 1-800-800-2638 (Ext.
                         3057); Mailing address: P.O. Box 64272, St. Paul, Minnesota 55164.
NET PURCHASE PAYMENT     The gross amount of a purchase payment less any applicable premium taxes or similar
                         governmental assessments.
NON-QUALIFIED CONTRACTS  Contracts that do not qualify for the special federal income tax treatment applicable
                         in connection with certain retirement plans.
PORTFOLIO                Each separate investment portfolio of Fortis Series eligible for investment by the
                         Separate Account.
QUALIFIED CONTRACTS      Contracts that are qualified for the special federal income tax treatment applicable
                         in connection with certain retirement plans.
SEPARATE ACCOUNT         The segregated asset account referred to as Variable Account D of Fortis Benefits
                         Insurance Company established to receive and invest purchase payments made under
                         Contracts.
SEPARATE ACCOUNT VALUE   The amount of your Contract Value in the Subaccounts of the Separate Account.
SUBACCOUNTS              The several Subaccounts of the Separate Account, each of which invests its assets in a
                         different Portfolio.
VALUATION DATE           Each business day of Fortis Benefits except, with respect to any Subaccount, days on
                         which the related Portfolio does not value its shares. Generally, the Portfolios value
                         their shares on each day the New York Stock Exchange is open.
VALUATION PERIOD         The period that starts at the close of regular trading on the New York Stock Exchange
                         on a Valuation Date and ends at the close of regular trading on the exchange on the
                         next succeeding Valuation Date.
VARIABLE ANNUITY OPTION  An annuity option under which Fortis Benefits promises to pay the Annuitant or any
                         other properly designated payee one or more payments which vary in amount in
                         accordance with the net investment experience of the Subaccounts selected by the
                         Annuitant.
WRITTEN REQUEST          A written, signed and dated request, in form and substance satisfactory to Fortis
                         Benefits and received at our Home Office.
</TABLE>
 
                                       3
<PAGE>
 
 INFORMATION CONCERNING FEES AND CHARGES
 
 CONTRACT OWNER TRANSACTION EXPENSES
 
<TABLE>
<S>                                                                                             <C>
Front End Sales Charge Imposed on Purchases...................................................         0%
Maximum Surrender Charge for Sales Expenses (as a percentage of purchase payments)............         5%(1)
</TABLE>
 
<TABLE>
<CAPTION>
 YEARS SINCE
   DATE OF         AMOUNT OF
   PAYMENT          CHARGE
- --------------  ---------------
<S>             <C>
 Less than 5               5%
  5 or more                0%
</TABLE>
 
<TABLE>
<S>                                                                                                    <C>
       Other Surrender Fees..........................................................................         0%
       Exchange Fee..................................................................................         0%
       Charge for Each 403(b) Contract Loan..........................................................  $     100
 ANNUAL CONTRACT ADMINISTRATION CHARGE...............................................................  $      35   (2)
 
 SEPARATE ACCOUNT ANNUAL EXPENSES
  (AS A PERCENTAGE OF AVERAGE ACCOUNT VALUE)
       Mortality and Expense Risk Charge.............................................................        1.25  %
       Separate Account Administrative Charge........................................................         .10  %
                                                                                                             ---
         Total Separate Account Annual Expenses......................................................        1.35  %
</TABLE>
 
 --------------------------------
 (1) This charge does not apply in certain cases such as partial surrenders
     each year of up to 10% of "new purchase payments" as defined under the
     heading "surrender charge" or, payment of a death benefit.
 
 (2) This charge, which is otherwise applied at each Contract anniversary and
     total surrender of the Contract, will not be charged during the
     Accumulation Period if the Contract Value as of such anniversary or
     surrender is $25,000 or more. Currently, Fortis Benefits waives this
     charge during the Annuity Period. This charge is also subject to any
     applicable limitations under the law of any state.
 
 FORTIS SERIES ANNUAL EXPENSES (a)
   
<TABLE>
<CAPTION>
                                            U.S.                                        Global
                                Money    Government   Diversified   Global    High      Asset        Asset
                                Market   Securities     Income       Bond    Yield    Allocation   Allocation   Value
                                Series     Series       Series      Series   Series     Series       Series     Series
                                ------   ----------   -----------   ------   ------   ----------   ----------   ------
<S>                             <C>      <C>          <C>           <C>      <C>      <C>          <C>          <C>
Investment Advisory and
 Management Fee...............  0.30%      0.47%         0.47%      0.75%    0.50%      0.90%        0.48%      0.70%
Other Expenses................  0.08%      0.07%         0.08%      0.35%    0.12%      0.26%        0.05%      0.13%
Total Fortis Series Operating
 Expenses.....................  0.38%      0.54%         0.55%      1.10%    0.62%      1.16%        0.53%      0.83%
 
<CAPTION>
 
                                Growth &
                                 Income
                                 Series
                                --------
<S>                             <C>
Investment Advisory and
 Management Fee...............   0.65%
Other Expenses................   0.05%
Total Fortis Series Operating
 Expenses.....................   0.70%
</TABLE>
    
   
<TABLE>
<CAPTION>
                                S&P 500   Blue Chip                    Mid Cap    Small Cap   Global   Large Cap   Growth
                                 Index      Stock     International     Stock       Value     Growth    Growth     Stock
                                Series     Series     Stock Series     Series      Series     Series    Series     Series
                                -------   ---------   -------------   ---------   ---------   ------   ---------   ------
<S>                             <C>       <C>         <C>             <C>         <C>         <C>      <C>         <C>
Investment Advisory and
 Management Fee...............   0.40%      0.90%         0.85%         0.90%       0.90%     0.70%      0.90%     0.61%
Other Expenses................   0.11%      0.12%         0.23%         0.20%       0.20%     0.09%      0.20%     0.05%
Total Fortis Series Operating
 Expenses.....................   0.51%      1.02%         1.08%         1.10%       1.10%     0.79%      1.10%     0.66%
 
<CAPTION>
                                Aggressive
                                  Growth
                                  Series
                                ----------
<S>                             <C>
Investment Advisory and
 Management Fee...............    0.69%
Other Expenses................    0.07%
Total Fortis Series Operating
 Expenses.....................    0.76%
</TABLE>
    
 
 --------------------------------
   
 (a) As a percentage of Series average net assets based on 1997 historical data
     except that for Small Cap Value Series, Mid Cap Stock Series and Large Cap
     Growth Series these amounts are based upon estimates for their current
     fiscal year.
    
 
                                       4
<PAGE>
 
 EXAMPLES*
 
 If you SURRENDER your Contract in full at the end of any of the time periods
 shown below, you would pay the following cumulative expenses on a $1,000
 investment, assuming a 5% annual return on assets:
 
   
<TABLE>
<CAPTION>
IF ALL AMOUNTS ARE INVESTED IN ONE PORTFOLIO:                   1 YEAR       3 YEARS      5 YEARS     10 YEARS
                                                              -----------  -----------  -----------  -----------
<S>                                                           <C>          <C>          <C>          <C>
Money Market Series.........................................          63          100          140          206
U.S. Government Securities Series...........................          64          105          148          223
Diversified Income Series...................................          65          105          149          224
Global Bond Series..........................................          70          122          176          280
High Yield Series...........................................          65          107          152          231
Global Asset Allocation Series..............................          71          126          183          294
Asset Allocation Series.....................................          64          105          148          222
Value Series................................................          67          114          163          253
Growth & Income Series......................................          66          110          156          240
S&P 500 Index Series........................................          64          104          147          220
Blue Chip Stock Series......................................          69          120          172          272
International Stock Series..................................          70          121          175          278
Mid Cap Stock Series........................................          70          122          176          280
Small Cap Value Series......................................          70          122          176          280
Global Growth Series........................................          67          113          161          249
Large Cap Growth Series.....................................          70          122          176          280
Growth Stock Series.........................................          66          109          154          236
Aggressive Growth Series....................................          67          112          159          246
</TABLE>
    
 
 If you COMMENCE AN ANNUITY payment option, or do NOT surrender your Contract,
 you would pay the following cumulative expenses on a $1,000 investment,
 assuming a 5% annual return on assets:
 
   
<TABLE>
<CAPTION>
IF ALL AMOUNTS ARE INVESTED IN ONE PORTFOLIO:                   1 YEAR       3 YEARS      5 YEARS     10 YEARS
                                                              -----------  -----------  -----------  -----------
<S>                                                           <C>          <C>          <C>          <C>
Money Market Series.........................................          18           55           95          206
U.S. Government Securities Series...........................          19           60          103          223
Diversified Income Series...................................          20           60          104          224
Global Bond Series..........................................          25           77          131          280
High Yield Series...........................................          20           62          107          231
Global Asset Allocation Series..............................          26           81          138          294
Asset Allocation Series.....................................          19           60          103          222
Value Series................................................          22           69          118          253
Growth & Income Series......................................          21           65          111          240
S&P 500 Index Series........................................          19           59          102          220
Blue Chip Stock Series......................................          24           75          127          272
International Stock Series..................................          25           76          130          278
Mid Cap Stock Series........................................          25           77          131          280
Small Cap Value Series......................................          25           77          131          280
Global Growth Series........................................          22           68          116          249
Large Cap Growth Series.....................................          25           77          131          280
Growth Stock Series.........................................          21           64          109          236
Aggressive Growth Series....................................          22           67          114          246
</TABLE>
    
 
 --------------------------
 
   
     * For purposes of these examples, the effect of the annual Contract
       administration charge has been computed based on the average total
       Contract Value of all outstanding Contracts during the year ended
       December 31, 1997 and the total actual amount of annual Contract
       administration charges collected during the year.
    
 
                        --------------------------------
 
 THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
 EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
 
 The foregoing tables and examples, prescribed by the SEC, are included to
 assist Contract Owners in understanding the transaction and operating expenses
 imposed directly or indirectly under the Contracts and Fortis Series. Amounts
 for state premium taxes or similar assessments will also be deducted, where
 applicable.
 
 See Appendix B for an explanation of the calculation set forth above.
 
                                       5
<PAGE>
SUMMARY
 
The following summary should be read in conjunction with the detailed
information in this Prospectus. This Prospectus generally describes only the
portion of the Contract involving the Separate Account. For a brief description
of Fortis Benefits' Fixed Account, please refer to the heading "Fixed Account"
in this Prospectus. Variations from the information appearing in this Prospectus
due to requirements particular to your state are described in supplements which
are attached to this Prospectus, or in endorsements to the Contract, as
appropriate.
 
The Contract is designed to provide individuals with retirement benefits through
the accumulation of Net Purchase Payments on a fixed or variable basis, and by
the application of such accumulations to provide fixed or variable annuity
payments.
 
"We," "our," and "us" mean Fortis Benefits Insurance Company. "You" and "your"
mean a reader of this Prospectus who is contemplating making purchase payments
or taking any other action in connection with a Contract.
 
PURCHASE PAYMENTS
For individual Contracts, each initial or subsequent purchase payment must be at
least $50. For contracts issued in connection with a benefit plan covering
employees, the initial and subsequent purchase payments under each Contract must
at all times average at least $50 and in no case be less than $25. No additional
purchase payments are required, if the Contract Value is at least $500 by the
end of the first Contract year and at least $1,000 by the end of second Contract
year and at all times thereafter. See "Issuance of a Contract and Purchase
Payments."
 
On the Contract Date, the initial purchase payment is allocated, as specified by
the Contract Owner in the Contract application, among one or more of the
Subaccounts of the Separate Account, or to the Fixed Account, or to both.
Subsequent purchase payments are allocated in the same way, or pursuant to
different allocation percentages that the Contract Owner may subsequently
request.
 
SEPARATE ACCOUNT INVESTMENT OPTIONS
Each of the Subaccounts of the Separate Account invests in shares of a
corresponding Portfolio of Fortis Series. The investment objective of each of
the Subaccounts of the Separate Account and that of the corresponding Portfolio
of Fortis Series is the same.
 
Contract Value in each of the Subaccounts of the Separate Account will vary to
reflect the investment experience of each of the corresponding Series, as well
as deductions for certain charges.
 
   
Each Portfolio has a separate and distinct investment objective and is managed
by Fortis Advisers, Inc. or a subadviser of Fortis Advisers, Inc. For providing
investment management services to the Portfolios, Fortis Advisers, Inc. receives
fees from Fortis Series based on the average daily net assets of each Portfolio.
The Portfolios also bear most of their other expenses. A full description of the
Portfolios and their investment objectives, policies and risks can be found in
the current Prospectus for Fortis Series, which accompanies this Prospectus, and
Fortis Series' Statement of Additional Information, which is available upon
request from Fortis Benefits at the address and phone number on the cover of
this prospectus.
    
 
TRANSFERS
During the Accumulation Period, you can transfer all or part of your Contract
Value from one Subaccount to another or into the Fixed Account. Additionally,
during the accumulation period we may, in our discretion, permit a continuing
request for transfers of specified amounts automatically on a periodic basis.
There is currently no charge for any of these transfers. We reserve the right to
restrict the frequency of or otherwise condition, terminate, or impose charges
upon, transfers from a Subaccount during the Accumulation Period. During the
Annuity Period the person receiving annuity payments may make up to four
transfers (but not from a Fixed Annuity Option) during each year of the Annuity
Period. For a description of certain limitations on transfer rights, see
"Allocations of Purchase Payments and Contract Values--Transfers."
 
TOTAL OR PARTIAL SURRENDERS
All or part of the Contract Value of a Contract may be surrendered by the
Contract Owner before the earlier of the Annuitant's death or the Annuity
Commencement Date. Amounts surrendered may be subject to a surrender charge and
total surrenders may not be made without application of the annual
administrative charge if the Contract Value is less than $25,000. See "Total and
Partial Surrenders," "Surrender Charge" and "Annual Administrative Charge."
Particular attention should be paid to the tax implications of any surrender,
including possible penalties for premature distributions. See "Federal Tax
Matters."
 
LOANS UNDER CERTAIN QUALIFIED CONTRACTS
If a Contract is qualified under Section 403(b) of the Internal Revenue Code,
Contract Owners may take out loans from Fortis Benefits during the Accumulation
Period. There are limits on the amount of such loans, and the loan will be
secured by the Contract. Principal and interest on a loan must in most cases be
paid over a five year period, and failure to make these payments may have
adverse tax consequences. For a more detailed discussion of these and other
terms and conditions of Contract loans, see "Accumulation Period--Contract Loans
(Section 403(b) Qualified Contracts Only)."
 
CHARGES AND DEDUCTIONS
Fortis Benefits deducts daily charges at a rate of 1.25% per annum of the value
of the average net assets in the Separate Account for the mortality and expense
risks it assumes and .10% per annum of the value of the average net assets in
the Separate Account to cover certain administrative expenses. See "Mortality
and Expense Risk Charge" and "Administrative Expense Charge" under the heading
"Charges Against the Separate Account."
 
In order to permit investment of the entire Net Purchase Payment, Fortis
Benefits does not deduct sales charges at the time of investment. However, a
surrender charge is imposed on certain total or partial surrenders of the
Contract to help defray expenses relating to the sale of the Contract, including
commissions to registered representatives and other promotional expenses.
Certain amounts may be surrendered without the imposition of any surrender
charge. The amount of such charge-free surrender depends on how recently the
purchase payments to which the surrender relates were made. The aggregate
surrender charges will never exceed 5% of the purchase payments made to date.
 
There is also an annual administrative charge each year for Contract
administration and maintenance. This charge is $35 per year (subject to any
applicable state law limitations) and is deducted on each anniversary of the
Contract Date and upon total surrender of the Contract. Currently, this charge
is not deducted during the Annuity Period. This charge will be waived during the
Accumulation Period if the Contract Value at the end of the Contract year (or
upon total surrender) is $25,000 or more.
 
Certain states and other jurisdictions impose premium taxes or similar
assessments upon Fortis Benefits, either at the time purchase payments are made
or when Contract Value is applied to an annuity option. Where such taxes or
assessments are imposed by your state or other jurisdiction upon receipt of
purchase payments, we will deduct a charge for these amounts from the Contract
Value upon surrender, death of the Annuitant or Contract Owner, or annuitization
of the
 
                                       6
<PAGE>
Contract. In jurisdictions where such taxes or assessments are imposed at the
time of annuitization, we will deduct a charge for such amounts at that time.
 
ANNUITY PAYMENTS
The Contract provides several types of annuity benefits to Annuitants or their
Beneficiaries, including Fixed and Variable Annuity Options. The Contract Owner
has considerable flexibility in choosing the Annuity Commencement Date. However,
the tax implications of an Annuity Commencement Date must be carefully
considered, including the possibility of penalties for commencing benefits
either too soon or too late. See "Annuity Commencement Date," "Annuity Forms"
and "Federal Tax Matters" in this Prospectus and "Taxation Under Certain
Retirement Plans" in the Statement of Additional Information.
 
DEATH BENEFIT
In the event that the Annuitant or Contract Owner dies prior to the Annuity
Commencement Date, a death benefit is payable to the Beneficiary of the
Contract. See "Benefit Payable on Death of Annuitant or Contract Owner."
 
RIGHT TO EXAMINE THE CONTRACT
The Contract Owner has a right to examine the Contract. The Contract Owner can
cancel the Contract by delivering or mailing it, together with a Written
Request, to Fortis Benefits' Home Office or to the sales representative through
whom it was purchased, before the close of business on the tenth day after
receipt of the Contract. If these items are sent by mail, properly addressed and
postage prepaid, they will be deemed to be received by Fortis Benefits on the
date postmarked. Fortis Benefits will pay you the then current Contract Value.
However, if applicable state law so requires the full amount of the purchase
payments received by Fortis Benefits will be refunded.
 
LIMITATIONS IMPOSED BY RETIREMENT PLANS
Certain rights a Contract Owner would otherwise have under a Contract may be
limited by the terms of any employee benefit plan in connection with which the
Contract is issued. These limitations may restrict such things as total and
partial surrenders, the amount or timing of purchase payments that may be made,
when annuity payments must start and the type of annuity options that may be
selected. Accordingly, you should familiarize yourself with these and all other
aspects of any retirement plan in connection with which a Contract is issued.
 
TAX IMPLICATIONS
The tax implications for Contract Owners, Annuitants and Beneficiaries, and
those of any related employee benefit plan can be quite important. A brief
discussion of some of these is set out under "Federal Tax Matters" in this
Prospectus and "Taxation Under Certain Retirement Plans" in the Statement of
Additional Information, but such discussion is not comprehensive. Therefore, you
should consider these matters carefully and consult a qualified tax adviser
before making purchase payments or taking any other action in connection with a
Contract or any related employee benefit plan. Failure to do so could result in
serious adverse tax consequences which might otherwise have been avoided.
 
QUESTIONS AND OTHER COMMUNICATIONS
   
Any question about procedures or the Contract should be directed to your sales
representative, or Fortis Benefits' Home Office: P.O. Box 64272, St. Paul,
Minnesota 55164; 1-800-800-2000 (Ext. 3057). For certain current information
relating to Contract Values such as Subaccount unit values, interest rates in
the Fixed Account, and your Contract Value, call 1-800-800-2000 (ext. 5448).
Purchase payments and Written Requests should be mailed or delivered to the same
Home Office address. All communications should include the Contract number, the
Contract Owner's name and, if different, the Annuitant's name. The number for
telephone transfers is 1-800-800-2000 (Ext. 3057).
    
 
Any purchase payment or other communication, except a 10-day cancellation
notice, is deemed received at Fortis Benefits' Home Office on the actual date of
receipt there in proper form unless received (1) after the close of regular
trading on the New York Stock Exchange, or (2) on a date that is not a Valuation
Date. In either of these two cases, the date of receipt will be deemed to be the
next Valuation Date.
 
- --------------------------------------------------------------------------------
 
                                       7
<PAGE>
FINANCIAL AND PERFORMANCE INFORMATION
   
The information presented below reflects the Accumulation Unit information for
subaccounts of the Separate Account through December 31, 1997. Accumulation
units have been rounded to the nearest whole unit.
    
   
<TABLE>
<CAPTION>
                               U.S.                                       GLOBAL
                    MONEY      GOV'T    DIVERSIFIED  GLOBAL     HIGH       ASSET      ASSET                GROWTH       S&P
                   MARKET    SECURITIES  INCOME      BOND       YIELD    ALLOCATION ALLOCATION   VALUE    & INCOME      500
                  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>               <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
December 31,
 1997
  Accumulation
   Units in
   Force........  31,491,629 7,743,923  49,942,498 1,123,401  4,194,544  2,918,483  156,035,843 3,402,217 11,003,248 5,491,818
  Accumulation
   Unit
   Values.......  $1.474617  $17.149938 $1.963344  $11.837281 $12.917282 $14.433538 $2.809839  $13.651572 $19.487584 $14.786540
December 31,
 1996
  Accumulation
   Units in
   Force........  36,220,947 9,635,092  55,653,680 1,088,043  3,337,604  2,330,884  154,525,474 1,071,648 7,892,683  1,259,758
  Accumulation
   Unit
   Values.......     $1.418    $15.935     $1.801    $11.961    $11.928    $12.884     $2.368    $11.048    $15.468    $11.326
January 1, 1996*
  Accumulation
   Unit
   Values.......     --         --         --         --         --         --         --        $10.000     --        $10.000
December 31,
 1995
  Accumulation
   Units in
   Force........  26,915,976 10,989,914 59,213,865   574,142  2,321,419  1,117,596  148,700,081    --     4,204,163     --
  Accumulation
   Unit
   Values.......     $1.367    $15.805     $1.753    $11.743    $10.941    $11.590     $2.134     --        $12.904     --
January 1, 1995*
  Accumulation
   Unit
   Values.......     --         --         --        $10.000     --        $10.000     --         --         --         --
December 31,
 1994
  Accumulation
   Units in
   Force........  30,697,764 12,271,738 62,744,615    --      1,216,957     --      137,642,102    --     1,489,517     --
  Accumulation
   Unit Value...     $1.311    $13.483     $1.515     --         $9.834     --         $1.773     --        $10.083     --
May 1, 1994*
  Accumulation
   Unit Value...                                                  10.00                           --          10.00     --
December 31,
 1993
  Accumulation
   Units in
   Force........  21,315,022 15,601,818 56,005,709    --         --         --      106,834,367    --        --         --
  Accumulation
   Unit Value...     $1.278    $14.609     $1.621     --         --         --         $1.797     --         --         --
December 31,
 1992
  Accumulation
   Units in
   Force........  20,674,556 9,505,984  19,353,521    --         --         --      49,688,937    --         --         --
  Accumulation
   Unit Value...     $1.261    $13.529     $1.457     --         --         --         $1.665     --         --         --
May 1, 1992*
  Accumulation
   Unit Value...     --         --         --         --         --         --         --         --         --         --
December 31,
 1991
  Accumulation
   Units in
   Force........  7,235,168  3,595,759  6,056,976     --         --         --      17,772,323    --         --         --
  Accumulation
   Unit Value...     $1.237    $12.922     $1.379     --         --         --         $1.578     --         --         --
December 31,
 1990
  Accumulation
   Units in
   Force........  5,632,146    747,992  2,352,517     --         --         --      8,249,373     --         --         --
  Accumulation
   Unit Value...     $1.184    $11.450     $1.220     --         --         --         $1.253     --         --         --
December 31,
 1989
  Accumulation
   Units in
   Force........    754,306     70,701  1,306,717     --         --         --      2,760,936     --         --         --
  Accumulation
   Unit Value...     $1.112    $10.756     $1.140     --         --         --         $1.245     --         --         --
May 1, 1989*
  Accumulation
   Unit Value...     --        $10.000     --         --         --         --         --         --         --         --
December 31,
 1988
  Accumulation
   Units in
   Force........     92,261     --        493,007     --         --         --        703,763     --         --         --
  Accumulation
   Unit Value...     $1.030     --         $1.025     --         --         --         $1.020     --         --         --
May 2, 1988*
  Accumulation
   Unit Value...     $1.000     --         $1.000     --         --         --        $10.000     --         --         --
 
<CAPTION>
 
                    BLUE     INTERNATIONAL  GLOBAL    GROWTH    AGGRESSIVE
                    CHIP        STOCK      GROWTH      STOCK     GROWTH
                  ---------  -----------  ---------  ---------  ---------
<S>               <C>        <C>          <C>        <C>        <C>
December 31,
 1997
  Accumulation
   Units in
   Force........  4,149,587    4,239,821  13,725,612 156,975,866 6,551,677
  Accumulation
   Unit
   Values.......  $14.429421  $14.021796  $19.507894 $3.296005  $13.241215
December 31,
 1996
  Accumulation
   Units in
   Force........    915,358    3,137,348  13,713,860 169,095,500 5,706,895
  Accumulation
   Unit
   Values.......    $11.520      $12.690    $18.510     $2.971    $13.232
January 1, 1996*
  Accumulation
   Unit
   Values.......    $10.000      --          --         --         --
December 31,
 1995
  Accumulation
   Units in
   Force........     --        1,157,063  10,769,830 160,247,280 3,033,587
  Accumulation
   Unit
   Values.......     --          $11.271    $15.754     $2.587    $12.461
January 1, 1995*
  Accumulation
   Unit
   Values.......     --          $10.000     --         --         --
December 31,
 1994
  Accumulation
   Units in
   Force........     --          --       10,055,959 148,657,108 1,155,647
  Accumulation
   Unit Value...     --          --         $12.236     $2.054     $9.723
May 1, 1994*
  Accumulation
   Unit Value...     --          --                                 10.00
December 31,
 1993
  Accumulation
   Units in
   Force........     --          --       5,108,957  118,720,649    --
  Accumulation
   Unit Value...     --          --         $12.784     $2.142     --
December 31,
 1992
  Accumulation
   Units in
   Force........     --          --         698,720  79,582,321    --
  Accumulation
   Unit Value...     --          --         $10.989     $1.996     --
May 1, 1992*
  Accumulation
   Unit Value...     --          --           10.00     --         --
December 31,
 1991
  Accumulation
   Units in
   Force........     --          --          --      42,946,178    --
  Accumulation
   Unit Value...     --          --          --         $1.966     --
December 31,
 1990
  Accumulation
   Units in
   Force........     --          --          --      14,690,313    --
  Accumulation
   Unit Value...     --          --          --         $1.298     --
December 31,
 1989
  Accumulation
   Units in
   Force........     --          --          --      3,507,971     --
  Accumulation
   Unit Value...     --          --          --         $1.358     --
May 1, 1989*
  Accumulation
   Unit Value...     --          --          --         --         --
December 31,
 1988
  Accumulation
   Units in
   Force........     --          --          --        684,667     --
  Accumulation
   Unit Value...     --          --          --         $1.008     --
May 2, 1988*
  Accumulation
   Unit Value...     --          --          --         $1.000     --
</TABLE>
    
 
- ------------------------------
*Accumulation Unit Value at Date of initial registration effectiveness.
 
                                       8
<PAGE>
Audited financial statements of the Separate Account and Fortis Benefits are
included in the Statement of Additional Information.
 
Advertising and other sales materials may include yield and total return figures
for the Subaccounts of the Separate Account. These figures are based on
historical results and are not intended to indicate future performance. "Yield"
is the income generated by an investment in the Subaccount over a period of time
specified in the advertisement. This rate of return is assumed to be earned over
a full year and is shown as a percentage of the investment. "Total return" is
the total change in value of an investment in the Subaccount over period of time
specified in the advertisement. The rate of return shown would produce that
change in value over the specified period, if compounded annually. Yield figures
do not reflect the surrender charge and yield and total return figures do not
reflect premium tax charges. This makes the performance shown more favorable.
 
FORTIS BENEFITS AND THE SEPARATE
ACCOUNT
 
FORTIS BENEFITS/FORTIS FINANCIAL GROUP MEMBER
   
Fortis Benefits Insurance Company, the issuer of the Policies, was founded in
1910. At the end of 1997, Fortis Benefits had approximately $94 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 (formerly Time Insurance Company), offering financial products
through the management, marketing and servicing of mutual funds, annuities, life
insurance and disability income products.
    
 
   
Fortis AMEV is a diversified financial services company headquartered in
Utrecht, The Netherlands, where its insurance operations began in 1847. Fortis
AG is a diversified financial services company headquartered in Brussels,
Belgium, where its insurance operations began in 1824. Fortis AMEV and Fortis AG
have merged their operating companies under the trade name of Fortis. The Fortis
group of companies is active in insurance, banking, and financial services, and
real estate development in the Netherlands, Belgium, the United States, Western
Europe, and the Pacific Rim. The Fortis group of companies had approximately
$167 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 will not be
chargeable with liabilities arising out of any other business of Fortis
Benefits. Fortis Benefits may accumulate in the Separate Account proceeds from
charges under variable annuity contracts and other amounts in excess of the
Separate Account assets representing reserves and liabilities. Fortis Benefits
may from time to time transfer to its General Account any of such excess
amounts.
 
   
There are Subaccounts in the Separate Account. The assets in each Subaccount are
invested exclusively in a distinct class (or series) of stock issued by Fortis
Series, each of which represents a separate investment Portfolio within Fortis
Series. Income and both realized and unrealized gains or losses from the assets
of each Subaccount of the Separate Account are credited to or charged against
that Subaccount without regard to income, gains or losses from any other
Subaccount of the Separate Account or arising out of any other business we may
conduct. New Subaccounts may be added as new Portfolios are added to Fortis
Series and made available to Contract Owners. Correspondingly, if any Portfolios
are eliminated from Fortis Series, Subaccounts may be eliminated from the
Separate Account.
    
 
FORTIS SERIES FUND, INC.
Fortis Series is a "series" type of mutual fund which is registered with the
Securities and Exchange Commission as a diversified open-end management
investment company under the Investment Company Act of 1940. Fortis Series has
served as the investment medium for the Separate Account since the Separate
Account commenced operations. Fortis Series is also the investment medium for
Variable Account C of Fortis Benefits, through which variable life insurance
policies are issued. Although we do not foresee any conflict between the
interests of Contract Owners and life insurance policy owners, Fortis Series'
Board of Directors will monitor to identify any material irreconcilable
conflicts that may develop and to determine what action, if any, should be taken
in response. If it becomes necessary for any separate account to replace shares
of any Portfolio with another investment, the Portfolio may have to liquidate
securities on a disadvantageous basis.
 
Fortis Benefits purchases and redeems Fortis Series' shares for the Separate
Account at their net asset value without the imposition of any sales or
redemption charges. Such shares represent interests in the Portfolios of Fortis
Series available for investment by the Separate Account. Each Portfolio
corresponds to one of the Subaccounts of the Separate Account. The assets of
each Portfolio are separate from the others and each Series operates as a
separate investment portfolio whose performance has no effect on the investment
performance of any other Portfolio.
 
Any dividend or capital gain distributions attributable to Contracts are
automatically reinvested in shares of the Portfolio from which they are received
at that Portfolio's net asset value on the date paid. Such dividends and
distributions will have the effect of reducing the net asset value of each share
of the corresponding Portfolio and increasing, by an equivalent value, the
number of shares outstanding of that Portfolio. However, the value of the
interests of Contract Owners, Annuitants and Beneficiaries in the corresponding
Subaccount will not change as a result of any such dividends and distributions.
 
The Portfolios of Fortis Series available for investment by the Separate Account
are Money Market Series, U.S. Government Securities Series, Diversified Income
Series, Global Bond Series, High Yield Series, Asset Allocation Series, Global
Asset Allocation Series, Value Series, Growth & Income Series, S&P 500 Index
Series, Blue Chip Stock Series, Growth Stock Series, Global Growth Series,
International Stock
 
                                       9
<PAGE>
   
Series, Aggressive Growth Series, Small Cap Value Series, Mid Cap Stock Series,
and Large Cap Growth Series. A full description of the Portfolios, their
investment policies and restrictions, their charges, the risks attendant to
investing in them, and other aspects of their operations is contained in the
Prospectus for Fortis Series accompanying this Prospectus and in the Statement
of Additional Information for Fortis Series referred to therein. Additional
copies of these documents may be obtained from your sales representative or from
our Home Office.
    
 
ACCUMULATION PERIOD
 
ISSUANCE OF A CONTRACT AND PURCHASE PAYMENTS
Fortis Benefits reserves the right to reject any application for a Contract or
any purchase payment for any reason. If the issuing instructions can be accepted
in the form received, the initial purchase payment will be credited within two
Valuation Dates after the later of receipt of the issuing instructions or
receipt of the initial purchase payment at Fortis Benefits' Home Office. If the
initial purchase payment cannot be credited within five Valuation Dates after
receipt because the issuing instructions are incomplete, the initial purchase
payment will be returned unless the applicant consents to our retaining the
initial purchase payment and crediting it as of the end of the Valuation Period
in which the necessary requirements are fulfilled. The initial purchase payment
must be at least $50.
 
   
The date that the initial purchase payment is applied to the purchase of the
Contract is the Contract Date. The Contract Date is the date used to determine
Contract years, regardless of when the Contract is delivered. The crediting of
investment experience in the Separate Account, or a fixed rate of return in the
Fixed Account, begins as of the Contract Date, even if that date is delayed due
to the application not being complete.
    
 
We will accept additional purchase payments at any time after the Contract Date
and prior to the Annuity Commencement Date, as long as the Annuitant is living.
Purchase payments (together with any required information identifying the proper
Contracts and accounts to be credited with purchase payments) must be
transmitted to our Home Office. Additional purchase payments are credited to the
Contract and added to the Contract Value as of the end of the Valuation Period
in which they are received.
 
Each additional purchase payment must be at least $50; except that, under
Contracts issued in connection with a benefit plan covering employees, it is
sufficient that all purchase payments under each Contract at all times average
$50. In no case, however, will a purchase payment be accepted if it is less than
$25, and we reserve the right to raise this minimum to not more than $100. The
total of all purchase payments for all Contracts having the same owner,
participant or annuitant may not exceed $1 million (not more than $500,000
allocated to the Fixed Account) without Fortis Benefits' prior approval, and we
reserve the right to modify this limitation at any time.
 
Purchase payments in excess of the initial minimum may be made by monthly draft
against the bank account of any Contract Owner that has completed and returned
to us a special "Thrift-O-Matic" authorization form that may be obtained from
your sales representative or from our Home Office. Arrangements can also be made
for purchase payments by wire transfer, payroll deduction, military allotment,
direct deposit and billing. Purchase payments by check should be made payable to
Fortis Benefits Insurance Company.
 
We may cancel a Contract if its Contract Value falls below $1,000. (Under our
current administrative procedures, however, we will not cancel a Contract during
the first two Contract years, if the Contract Value is at least $500 by the end
of the first Contract year.) We will provide the Contract Owner with 90 days'
written notice so that additional purchase payments may be made in order to
raise the Contract Value above the applicable minimum. Otherwise, we may cancel
the Contract as of the end of the Valuation Period which includes the next
anniversary of the Contract Date. We will consider this a surrender of the
Contract and impose the same charges we would impose upon a surrender. See
"Total and Partial Surrenders." So long as the Contract Value remains above
$1,000, no additional purchase payments under a Contract are ever required.
 
CONTRACT VALUE
Contract Value is the total of any Separate Account Value in all the Subaccounts
of the Separate Account pursuant to a Contract, plus any Fixed Account Value
under the Contract. For a discussion of how Fixed Account Value is calculated,
see "The Fixed Account."
 
There is no guaranteed minimum Separate Account Value. The Separate Account
Value will reflect the investment experience of the chosen Subaccounts of the
Separate Account, all purchase payments made, any partial surrenders, and all
charges assessed in connection with the Contract. Therefore, the Separate
Account Value changes from Valuation Period to Valuation Period. To the extent
Contract Value is allocated to the Separate Account, the Contract Owner bears
the entire investment risk.
 
DETERMINATION OF SEPARATE ACCOUNT VALUE. A Contract's Separate Account Value is
based on Accumulation Unit values, which are determined on each Valuation Date.
The value of an Accumulation Unit for a Subaccount on any Valuation Date is
equal to the previous value of that Subaccount's Accumulation Unit multiplied by
that Subaccount's net investment factor (discussed directly below) for the
Valuation Period ending on that Valuation Date. Net purchase payments applied to
a given Subaccount will be used to purchase Accumulation Units at the unit value
of that Subaccount next determined after receipt of a purchase payment. See
"Allocation of Purchase Payments and Contract Value--Allocation of Purchase
Payments."
 
At the end of any Valuation Period, a Contract's Separate Account Value in a
Subaccount is equal to:
 
    - The number of Accumulation Units in the Subaccount; times
 
    - The value of one Accumulation Unit for that Subaccount.
 
The number of Accumulation Units in each Subaccount is equal to:
 
    - The initial Accumulation Units purchased on the Contract Date; plus
 
    - Accumulation Units purchased at the time that additional Net Purchase
      Payments are allocated to the Subaccount; plus
 
    - Accumulation Units purchased through transfers from another Subaccount
      or from the Fixed Account; less
 
    - Accumulation Units redeemed to pay for the portion of any partial
      surrenders allocated to the Subaccount; less
 
    - Accumulation Units redeemed as part of a transfer to another
      Subaccount or to the Fixed Account; less
 
    - Accumulation Units redeemed to pay charges under the Contract.
 
NET INVESTMENT FACTOR. A Subaccount's net investment factor for a Valuation
Period is an index number that reflects certain charges to a Contract and the
investment performance of the Subaccount during the Valuation Period. If the net
investment factor is greater than one, the Subaccount's Accumulation Unit value
has increased. If the net investment factor is less than one, the Subaccount's
Accumulation 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
 
                                       10
<PAGE>
current Valuation Period, plus the per share amount of any dividend or capital
gains distribution made with respect to the Portfolio shares held by the
Subaccount during the current Valuation Period, minus a per share charge for the
increase, plus a per share credit for the decrease, in any income taxes assessed
which we determine to have resulted from the investment operations of the
Subaccount or any other taxes which are attributable to the Contract, by (2) the
net asset value per share of the Portfolio shares held in the Subaccount as
determined at the end of the previous Valuation Period, and subtracting from
that result a factor representing the mortality risk, expense risk and
administrative expense charge.
 
ALLOCATION OF PURCHASE PAYMENTS AND CONTRACT VALUE
 
ALLOCATION OF PURCHASE PAYMENTS. In the application for a Contract, the Contract
Owner can allocate Net Purchase Payments, or portions thereof, to the available
Subaccounts of the Separate Account or to the Fixed Account, or both.
Percentages must be in whole numbers and the total allocation must equal 100%.
The percentage allocations for future Net Purchase Payments may be changed,
without charge, at any time by sending a Written Request to Fortis Benefits'
Home Office. Changes in the allocation of future Net Purchase Payments will be
effective on the date we receive the Contract Owner's Written Request.
 
TRANSFERS. Transfers of Contract Value from one available Subaccount to another
or into the Fixed Account can be made by the Contract Owner by Written Request
to Fortis Benefits' Home Office, or by telephone transfer as described below.
There is currently no charge for any transfer. All or part of the Contract Value
in one or more Subaccounts of the Separate Account may be transferred at one
time. We may in our discretion permit a continuing request for transfers
automatically and on a periodic basis. However, we reserve the right to restrict
the frequency of or otherwise condition, terminate, or impose charges (not to
exceed $25 per transfer) upon transfers out of a Subaccount during the
Accumulation Period. The only current restriction on the frequency of transfers
is a prohibition of making transfers INTO the Fixed Account within six months of
a transfer out of the Fixed Account. Transfers of Contract Value FROM the Fixed
Account are restricted in both amount and timing. See "Fixed Account--Fixed
Account Transfers, Total and Partial Surrenders." We will count all transfers
between and among the Subaccounts of the Separate Account and the Fixed Account
as one transfer, if all the transfer requests are made at the same time as part
of one request. We will execute the transfers and determine all values in
connection with transfers as of the end of the Valuation Period in which we
receive the transfer request.
 
If you complete and return the telephone transfer section of the application,
transfers may be made pursuant to telephone instructions. We will honor
telephone transfer instructions from any person who provides the correct
identifying information. Fortis Benefits will not be responsible for, and you
will bear the risk of loss from, oral instructions, including fraudulent
instructions which are reasonably believed to be genuine. We will employ
reasonable procedures to confirm that telephone instructions are geniune, but if
such procedures are not deemed reasonable, we may be liable for any losses due
to unauthorized or fraudulent instructions. Our procedures are to verify address
and social security number, tape record the telephone call, and provide written
confirmation of the transaction.
 
   
We may modify or terminate our telephone transfer procedures at any time. The
number for telephone transfers is 1-800-800-2000 (Ext. 3057).
    
 
Certain restrictions on very substantial investments in any one Subaccount are
set forth under "Limitations on Allocations" in the Statement of Additional
Information.
 
TOTAL AND PARTIAL SURRENDERS
 
TOTAL SURRENDERS. The Contract Owner may surrender all of the Cash Surrender
Value at any time during the life of the Annuitant and prior to the Annuity
Commencement Date by a Written Request sent to Fortis Benefits' Home Office. We
reserve the right to require that the Contract be returned to us prior to making
payment, although this will not affect our determination of the amount of the
Cash Surrender Value. Cash Surrender Value is the Contract Value at the end of
the Valuation Period during which the Written Request for the total surrender is
received by Fortis Benefits at its Home Office, less any applicable surrender
charge and less any applicable administrative charge. For a discussion of these
charges and the circumstances under which they apply, see "Annual Administrative
Charge" and "Surrender Charge."
 
The written consent of all collateral assignees and irrevocable beneficiaries
must be obtained prior to any total surrender. Surrenders from the Separate
Account will generally be paid within seven days of the date of receipt by
Fortis Benefits' Home Office of the Written Request. Postponement of payments
may occur, however, in certain circumstances. See "Postponement of Payment."
 
Since the Contract Owner assumes the investment risk with respect to amounts
allocated to the Separate Account, and because certain surrenders are subject to
a surrender charge, the amount paid upon total surrender of the Cash Surrender
Value (taking into account any prior partial surrenders) may be more or less
than the total Net Purchase Payments made. After a surrender of the Cash
Surrender Value or at any time the Contract Value is zero all rights of the
Contract Owner, Annuitant, and any Beneficiary, will terminate.
 
PARTIAL SURRENDERS. At any time prior to the Annuity Commencement Date and
during the lifetime of the Annuitant, you may surrender a portion of the Fixed
Account Value and/or the Separate Account Value by sending to Fortis Benefits'
Home Office a Written Request. The minimum partial surrender amount is $500,
including any surrender charge. If the total Contract Value in both the Separate
Account and Fixed Account would be less than $1,000 after the partial surrender,
Fortis Benefits will surrender the entire Cash Surrender Value under the
Contract. (Under our current administrative procedures, however, we will honor a
surrender request during the first two Contract years without regard to the
remaining Contract Value.)
 
In order for a request to be processed, the Contract Owner MUST specify from
which Subaccounts of the Separate Account or the Fixed Account a partial
surrender should be made and charges deducted.
 
We will surrender Accumulation Units from the Separate Account and/ or dollar
amounts from the Fixed Account so that the total amount of the partial surrender
equals the dollar amount of the partial surrender request plus any applicable
surrender charge. The partial surrender will be effective at the end of the
Valuation Period in which Fortis Benefits receives the Written Request for
partial surrender at its Home Office. Payments will generally be made within
seven days of the effective date of such request, although certain delays are
permitted. See "Postponement of Payment."
 
The Internal Revenue Code provides that a penalty tax will be imposed on certain
premature surrenders. For a discussion of this and other tax implications of
total and partial surrenders, including withholding requirements, see "Federal
Tax Matters." Also, under tax deferred annuity Contracts pursuant to Section
403(b) of the Internal Revenue Code, no distributions of voluntary salary
reduction amounts will be permitted prior to one of the following events:
attainment of age 59 1/2 by the employee or the employee's separation from
service, death, 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
 
                                       11
<PAGE>
apply to amounts transferred to another investment alternative permitted under a
Section 403(b) retirement arrangement or to amounts attributable to premium
payments received prior to January 1, 1989.
 
BENEFIT PAYABLE ON DEATH OF ANNUITANT OR CONTRACT OWNER
If the Annuitant or Contract Owner dies prior to the Annuity Commencement Date,
a death benefit will be paid to the Beneficiary. If more than one Annuitant has
been named, the death benefit payable upon the death of an Annuitant will only
be paid upon the death of the last survivor of the persons so named.
 
If the contract is issued on or after May 1, 1997 and in a state that has
approved the Enhanced Death Benefit Rider (check with your representative as to
its availability in your state), the death benefit will be equal to the greater
of (1), (2), or (3) as follows:
 
(1)(a)  If a Contract Owner or the Annuitant dies before the date any Contract
        Owner or Annuitant first reaches age 75, the accumulation of Net
        Purchase Payments made less all prior surrenders and less previously
        imposed surrender charges at an effective annual rate of 3.0%. This
        amount may not exceed a maximum of two times the following: Net Purchase
        Payments made less all prior surrenders and less previously imposed
        surrender charges. This amount is referred to as the "roll-up amount."
 
                                       or
 
(1)(b)  If the Annuitant or a Contract Owner dies on or after the date any
        Contract Owner or Annuitant first reaches age 75, the roll-up amount as
        of the date that a Contract Owner or Annuitant first reaches age 75 plus
        subsequent Net Purchase Payments made, less subsequent surrenders and
        less subsequently imposed surrender charges.
 
(2) The Contract Value as of the date used for valuing the death benefit.
 
(3) The Contract Value (less the amount of any subsequent surrenders and
    surrender charges) as of the Contract's Five Year Anniversary immediately
    preceding the earlier of (a) the date of death of either the Contract Owner
    or the Annuitant, or (b) the date either first reaches his or her 75th
    birthday. (See Appendix A for sample death benefit calculations.)
 
If the contract is issued prior to May 1, 1997, or on or after that date in a
state that has not approved the Enhanced Death Benefit rider, the death benefit
will be equal to the greater of (1), (2), or (3) as follows:
 
(1) the sum of all Net Purchase Payments made, less all prior surrenders (other
    than any automatic surrenders made to pay the annual administrative charge)
    and previously-imposed surrender charges,
 
(2) the Contract Value as of the date used for valuing the death benefit, or
 
(3) the Contract Value (less the amount of any subsequent surrenders and
    surrender charges) as of the Contract's Five Year Anniversary immediately
    preceding the earlier of (a) the date of death of either the Contract Owner
    or the Annuitant, or (b) the date either first reaches his or her 75th
    birthday. (See Appendix A for sample death benefit calculations.)
 
The death benefit may be reduced by premium taxes where such taxes were imposed
upon receipt of purchase payments and were paid by Fortis Benefits in behalf of
the Contract Owner. For further information, see "Charges and
Deductions--Premium Taxes."
 
The value of the death benefit is determined as of the end of the Valuation
Period in which we receive, at our Home Office, proof of death and the Written
Request as to the manner of payment. Upon receipt of these items, the death
benefit generally will be paid within seven days. Under certain circumstances,
payment of the death benefit may be postponed. See "Postponement of Payment." If
we do not receive a Written Request for a settlement method, we will pay the
death benefit in a single sum, based on values determined at that time.
 
The Beneficiary may (a) receive a single sum payment, which terminates the
Contract, or (b) select an annuity option. If the Beneficiary selects an annuity
option, he or she will have all the rights and privileges of an Annuitant under
the Contract. If the Beneficiary desires an annuity option, the election should
be made within 60 days of the date the death benefit becomes payable. Failure to
make a timely election can result in unfavorable tax consequences. For further
information, see "Federal Tax Matters."
 
We accept any of the following as proof of death: a copy of a certified death
certificate; a copy of a certified decree of a court of competent jurisdiction
as to the finding of death; a written statement by a medical doctor who attended
the deceased at the time of death.
 
If the Contract Owner dies before the Annuitant and before the Annuity
Commencement Date with respect to a Non-Qualified Contract, certain additional
requirements are mandated by the Internal Revenue Code, which are discussed
below under "Federal Tax Matters-- Required Distributions for Non-Qualified
Contracts." It is imperative that Written Notice of the death of the Contract
Owner be promptly transmitted to Fortis Benefits at its Home Office, so that
arrangements can be made for distribution of the entire interest in the Contract
to the Beneficiary in a manner that satisfies the Internal Revenue Code
requirements. Failure to satisfy these requirements may result in the Contract
not being treated as an annuity contract for federal income tax purposes, which
could have adverse tax consequences.
 
CONTRACT LOANS (SECTION 403(B) QUALIFIED CONTRACTS ONLY)
During the Accumulation Period, a Contract Owner may request a loan from the
Contract Value. If the loan meets the amount and repayment requirements
described below, it will not be reported to the Internal Revenue Service as a
taxable distribution. Forms provided by us must be used to apply for a Contract
Loan. You can obtain these forms from our Home Office.
 
Any loan will be secured by a security interest in the Contract. An amount equal
to the loan will be held in the Fixed Account, where it will be credited with a
Fixed Account interest rate, [equal to] the contract guaranteed rate, until the
loan is repaid. If necessary, this amount will be transferred from the
Subaccounts to the Fixed Account. In this case, the Contract Owner must specify
the Subaccounts from which such amount will be transferred or the amount will be
transferred proportionately from existing Subaccount balances. The loan and any
related transfers will be effective at the end of the Valuation Period in which
Fortis Benefits receives at its Home Office all necessary documentation in
connection with the loan request. Loan proceeds will be forwarded within seven
days thereafter.
 
There is a loan administrative fee of $100 for each loan. The fee will be
deducted from the loan proceeds unless it is submitted along with the loan
application. It is not expected that the revenues from these fees will exceed
the costs of establishing and administering the Contract loan feature.
 
Only one outstanding loan at a time is permitted. The loan amount must be at
least $1,000.00. The loan amount may not, at the date of the loan, exceed the
lesser of (a) 50% of the Contract Value, or (b) $50,000 reduced by the highest
outstanding loan balance in the previous 12 months. The 50% limitation above
described is further modified, if its application results in a calculated limit
of less than $10,000, for a Contract which is part of a plan of a governmental
employer, a plan of a church, or a salary reduction contribution-only Section
403(b) plan satisfying the diversification requirements of the Employee
Retirement
 
                                       12
<PAGE>
Income Securities Act of 1974. If in the application of the 50% limitation above
described for such a Contract a loan limitation of less than $10,000 results,
the following limitation is applicable in lieu of the above described 50%
limitation (in addition to the loan limitation designated as (b) above): the
lesser of (1) $10,000 or (2) the Contract Value less one year's interest on the
loan. Loans issued to the Contract Owner under other plans of the same employer
may, under Internal Revenue Service rules, reduce the loan available under this
Contract.
 
   
Your loan may have either a variable rate, or a fixed rate that is fixed for the
life of the loan. If we have mailed you an endorsement to your contract
providing for a fixed rate, and if you have accepted this endorsement, then your
loan will have a fixed rate. Otherwise your loan will have a variable rate.
    
 
Loan interest rates are set on August 1st each year and are applicable to all
loans made during the 12 months following the date the rate is set.
 
For variable rate loans the loan interest rate is reset every August 1st. The
rate is equal to the greater of (a) the published monthly average of Moody's
Corporate Bond Yield Average--Monthly Average Corporates for the preceding
April, or (b) the weighted average Fixed Account interest rate being credited to
the contracts as of the preceding July 1st plus 1%.
 
   
For fixed rate loans the loan interest rate is equal to the greater of (a) the
published monthly average of Moody's Corporate Bond Yield Average--Monthly
Average Corporates for the preceding April, or (b) the minimum guaranteed Fixed
Account interest rate specified on the contract.
    
 
Repayment of principal and interest must be amortized in no more than five
years. However, loans taken for the acquisition of the Annuitant's principal
residence may be repaid over a period of 1 to 30 years. Whether or not the loan
has been used to acquire a principal residence, interest paid on this loan is
"personal interest" as defined in the Internal Revenue Code.
 
The loan must be repaid in quarterly installments of principal and interest and
may be prepaid at any time. The repayment due dates and installment amounts will
be provided in a repayment schedule sent to you at least 30 days prior to the
installment due date.
 
If you fail to make loan repayments when due, we will treat the loan as in
default and the entire outstanding loan balance will be due at once. Unpaid
accrued interest shall be treated as part of the loan balance. Interest shall
accrue on the loan balance until you repay it or until we recover the loan
balance from the contract when we are permitted to do so by IRS rules.
 
   
If loan payments are not made when due, the entire loan balance may become
immediately taxable. In such a case, premature distribution taxes as well as
ordinary income taxes may be due. Interest accruing on a defaulting loan in
subsequent years may also be taxable in such years until the loan balance is
repaid.
    
 
If any loan amount is outstanding on the Annuity Commencement Date, you may not
apply the amount held as security for the loan to an annuity settlement. If the
Annuitant or Contract Owner dies before the Annuity Commencement Date, we
reserve the right to deduct any amount owed to us from the death benefit.
 
Transfers from the Fixed Account of the amount held as security for the loan
balance are restricted while a Contract loan is outstanding.
 
Withdrawals from the contract are also restricted while a loan is outstanding.
The minimum contract value remaining after any surrender must be at least $1,000
plus 105% of the sum of the outstanding loan plus any unpaid accrued interest.
 
When the loan balance is fully repaid, amounts held in the Fixed Account can be
transferred and amounts held in the contract may be withdrawn, subject to
otherwise generally applicable terms and conditions for such transfers or
withdrawals.
 
   
Contract loans are subject to conditions and requirements under the Internal
Revenue Code and, where applicable, ERISA, as well as the terms of any
retirement plan in connection with which the contract has been acquired. The tax
and ERISA rules relating to Contract loans are complex and in many cases
unclear. For these reasons and because the rules vary depending on the
individual circumstances of each Contract, Fortis Benefits cautions that
employers and Contract Owners should take particular care to consult with
qualified advisers before taking action with respect to Contract loans.
    
 
THE ANNUITY PERIOD
 
ANNUITY COMMENCEMENT DATE
   
The Contract Owner may specify an Annuity Commencement Date, up to age 105, in
the application. The Annuity Commencement Date marks the beginning of the period
during which an Annuitant receives annuity payments under the Contract. Except
for contracts issued in connection with life insurance policies issued by Fortis
Benefits, the Annuity Commencement Date must be at least two years after the
Contract Date.
    
 
Depending on the type of retirement arrangement in connection with which a
Contract is issued, amounts that are distributed either too soon or too late may
be subject to penalty taxes under the Internal Revenue Code. See "Federal Tax
Matters." You should consider this carefully in selecting or changing an Annuity
Commencement Date.
 
In order for the Contract Owner to advance or defer the Annuity Commencement
Date, the Contract Owner must submit a Written Request during the Annuitant's
lifetime. The request must be received at our Home Office at least 30 days
before the then-scheduled Annuity Commencement Date. The new Annuity
Commencement Date must also be at least 30 days after the Written Request is
received. There is no right to make any total or partial surrender during the
Annuity Period.
 
COMMENCEMENT OF ANNUITY PAYMENTS
If the Contract Value at the end of the Valuation Period which contains the
Annuity Commencement Date is less than $5,000, we may pay the entire Contract
Value, without the imposition of any charges other than premium taxes, if
applicable, in a single sum payment to the Annuitant or other properly
designated payee and cancel the Contract.
 
Otherwise, Fortis Benefits will apply (1) the Fixed Account Value to provide a
Fixed Annuity Option and (2) the Separate Account Value in any Subaccount to
provide a Variable Annuity Option using the same Subaccount, unless the Contract
Owner has notified us by Written Request to apply the Fixed Account Value and
Separate Account Value in different proportions. Any such Written Request must
be received by us at our Home Office at least 30 days before the Annuity
Commencement Date.
 
Annuity payments under a Fixed or Variable Annuity Option will be made on a
monthly basis to the Annuitant or other properly-designated payee, unless we
agree to a different payment schedule. If more than one person is named as an
Annuitant, the Contract Owner may elect to name one of such persons to be the
sole Annuitant as of the Annuity Commencement Date. We reserve the right to
change the frequency of any annuity payment so that each payment will be at
least $50. There is no right to make any total or partial surrender during the
Annuity Period.
 
The amount of each annuity payment will depend on the amount of Contract Value
applied to an annuity option, the form of annuity
 
                                       13
<PAGE>
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% (the assumed investment return)
per annum during the period between two such annuity payments, the Annuity Unit
Value will increase, and the second payment will be higher than the first.
Conversely, if the Subaccount's average effective net investment return over the
period between the annuity payments is less than 4% per annum, the Annuity Unit
Value will decrease, and the second payment will be lower than the first. "Net
investment return," for this purpose, refers to the Subaccount's overall
investment performance, net of the mortality and expense risk and administrative
expense charges, which are assessed at a nominal aggregate annual rate of 1.35%.
    
 
We guarantee that the amount of each variable annuity payment after the first
payment will not be affected by variations in our mortality experience or our
expenses, except to the extent that we reserve the right to impose the $35
annual administrative expense charge during the Annuity Period just as we do
during the Accumulation Period.
 
TRANSFERS. During the Annuity Period, the person receiving annuity payments may
make up to four transfers a year among Subaccounts or from Subaccounts to the
Fixed Account. The current procedures for these transfers are the same as
described above under "Allocation of Purchase Payments and Contract
Value--Transfers." Transfers out of the Fixed Account are not permitted during
the Annuity Period.
 
ANNUITY FORMS
The Contract Owner may select an annuity form or change a previous selection by
Written Request, which must be received by us at least 30 days before the
Annuity Commencement Date. Only one annuity form may be selected, although as
discussed above, payments under that form may be received on a combination fixed
and variable basis. If no annuity form selection is in effect on the Annuity
Commencement Date, in most cases we automatically apply Option B (described
below), with payments guaranteed for 10 years. If the Contract is issued under
certain retirement plans, however, federal pension law may require that any
default payments be made pursuant to plan provisions and/or federal law. Tax
laws and regulations may impose further restrictions to assure that the primary
purpose of the plan is distribution of the accumulated funds to the employee.
 
The following options are available for fixed annuity payments and for variable
annuity payments.
 
OPTION A, LIFE ANNUITY. Payments are made as of the first Valuation Date of each
monthly period during the Annuitant's life, starting with the Annuity
Commencement Date. No payments will be made after the Annuitant dies. It is
possible for the payee to receive only one payment under this option if the
Annuitant dies before the second payment is due.
 
OPTION B, LIFE ANNUITY WITH PAYMENTS GUARANTEED FOR 10 YEARS OR 20
YEARS. Payments are made as of the first Valuation Date of each monthly period
starting on the Annuity Commencement Date. Payments will continue as long as the
Annuitant lives. If the Annuitant dies before all of the guaranteed payments
have been made, we will continue installments of the guaranteed payments to the
Beneficiary.
 
OPTION C, JOINT AND FULL SURVIVOR ANNUITY. Payments are made as of the first
Valuation Date of each monthly period starting with the Annuity Commencement
Date. Payments will continue as long as either the Annuitant or the joint
Annuitant is alive. Payments will stop when both the Annuitant and the joint
Annuitant have died. It is possible for the payee or payees under this option to
receive only one payment if both Annuitants die before the second payment is
due.
 
OPTION D, JOINT AND ONE-HALF CONTINGENT SURVIVOR ANNUITY. Payments are made as
of the first Valuation Date of each monthly period starting with the Annuity
Commencement Date. Payments will continue as long as either the Annuitant or the
joint Annuitant is alive. If the Annuitant dies first, payments will continue to
the joint Annuitant at one-half the original amount. If the joint Annuitant dies
first, payments will continue to the Annuitant at the original full amount.
Payments will stop when both the Annuitant and the joint Annuitant have died. It
is possible for the payee or payees under this option to receive only one
payment if both Annuitants die before the second payment is due.
 
We also have other annuity forms available and information about them can be
obtained from your sales representative or by calling or writing to our Home
Office.
 
DEATH OF ANNUITANT OR OTHER PAYEE
Under most annuity forms offered by Fortis Benefits, the amounts, if any,
payable on the death of the Annuitant during the Annuity Period are the
continuation of annuity payments for any remaining guarantee period or for the
life of any joint Annuitant. In all cases, the person entitled to receive
payments also receives any rights and privileges under the annuity form in
effect.
 
Additional rules applicable to such distributions under Non-Qualified Contracts
are described under "Federal Tax Matters--Required Distributions for
Non-qualified Contracts". Though the rules there described do not apply to
Contracts issued in connection with qualified plans, similar rules apply to the
plans themselves.
 
CHARGES AND DEDUCTIONS
 
The charges that we assess in connection with the Contracts are described below.
 
PREMIUM TAXES
The states of South Dakota and Wyoming impose a premium tax upon the receipt of
a purchase payment. In those states, and in any other state or jurisdiction
where premium taxes or similar assessments are imposed upon the receipt of
purchase payments, Fortis Benefits pays such taxes on behalf of the Contract
Owner and then will deduct a charge for these amounts from the Contract Value
upon the surrender, death of the Annuitant or Contract Owner, or annuitization
of the Contract. In jurisdictions where premium taxes or similar assessments are
imposed at the time annuity payments begin, Fortis Benefits will 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
 
                                       14
<PAGE>
Benefits will credit to Contract Value the amount of any deductions for premium
taxes or similar assessments that are subsequently determined not to be owed.
 
Applicable premium tax rates depend upon the Contract Owner's then-current place
of residence. Currently, premium taxes and similar assessments range from 0% to
3.5% of purchase payments or the amount annuitized. Applicable rates are subject
to change by legislation, administrative interpretations or judicial acts.
 
ANNUAL ADMINISTRATIVE CHARGE
A $35 annual administrative charge is deducted each Contract year from the
Contract Value on each anniversary of the Contract Date. (This charge will be
lower to the extent legally required in some states.) This charge is to help
cover administrative costs such as those incurred in issuing Contracts,
establishing and maintaining the records relating to Contracts, making
regulatory filings and furnishing confirmation notices, voting materials and
other communications, providing computer, actuarial and accounting services, and
processing Contract transactions. This charge will initially be waived during
the Annuity Period, although Fortis Benefits reserves the right to reinstitute
it at any time. This charge will be waived during the Accumulation Period if the
Contract Value at the end of the Contract Year (or upon total surrender) is
$25,000 or more.
 
The annual administrative charge will be deducted by redemption of Accumulation
Units from each Subaccount of the Separate Account and from the Fixed Account in
the same proportion as the then-current Contract Value is then allocated among
those alternatives pursuant to the Contract. If the Contract is totally
surrendered, the full annual administrative charge will be deducted at the time
of surrender if the Contract Value is less than $25,000 at such time.
 
CHARGES AGAINST THE SEPARATE ACCOUNT
Certain charges will be assessed as a percentage of the value of the net assets
of the Separate Account to compensate Fortis Benefits for risks assumed in
connection with the Contract, and administrative expenses which may apply to the
Separate Account.
 
MORTALITY AND EXPENSE RISK CHARGE. We will assess each Subaccount of the
Separate Account with a daily charge for mortality and expense risk at a nominal
annual rate of 1.25% of the average daily net assets of the Separate Account
(consisting of approximately .8% for mortality risk and approximately .45% for
expense risk). This charge is assessed during both the Accumulation Period and
the Annuity Period. We guarantee not to increase this charge for the duration of
the Contract. This charge is assessed daily when determining the value of an
Accumulation Unit.
 
The mortality risk borne by Fortis Benefits arises from its obligation to make
annuity payments (determined in accordance with the annuity tables and other
provisions contained in the Contract) for the full life of all Annuitants
regardless of how long all Annuitants or any individual Annuitant might live.
This undertaking assures that neither an Annuitant's own longevity, nor an
improvement in life expectancy generally, will have any adverse effect on the
annuity payments the Annuitant will receive under the Contract. This, therefore,
relieves the Annuitant from the risk that he or she will outlive the funds
accumulated for retirement.
 
In addition, Fortis Benefits bears a mortality risk in that it guarantees to pay
a death benefit in a single sum (which may also be taken in the form of an
annuity option) upon the death of an Annuitant or Contract Owner prior to the
Annuity Commencement Date. No surrender charge is imposed upon the payment of a
death benefit, which places a further mortality risk on the Company.
 
The expense risk assumed is that actual expenses incurred in connection with
issuing and administering the Contracts will exceed the limits on administrative
charges set in the Contracts.
 
If the administrative charges and the mortality and expense risk charge are
insufficient to cover the expenses and costs assumed, the loss will be borne by
the Company. Conversely, if the amount deducted proves more than sufficient, the
excess will be profit to the Company.
 
ADMINISTRATIVE EXPENSE CHARGE. We will assess each Subaccount of the Separate
Account with a daily charge at a nominal annual rate of .10% of the average
daily net assets of the Subaccount. This charge is imposed during both the
Accumulation Period and the Annuity Period. The daily administrative expense
charge is assessed to help cover administrative expenses such as those described
above under "Annual Administrative Charge." The daily administrative expense
charge, like the annual administrative charge, is designed to defray expenses
actually incurred. There is no necessary relationship between the amount of
administrative charges imposed on a given Contract and the amount of expenses
actually attributable to that Contract.
 
TAX CHARGE. We currently impose no charge for taxes payable by us in connection
with this Contract, other than for premium taxes and similar assessments when
applicable. We reserve the right to impose a charge for any other taxes that may
become payable by us in the future in connection with the Contracts or the
Separate Account.
 
The annual administrative charge and charges against the Separate Account
described above are for the purposes described and Fortis Benefits may receive a
profit as a result of these charges.
 
SURRENDER CHARGE
No sales charge is collected or deducted at the time Net Purchase Payments are
applied under a Contract. A surrender charge will be assessed on certain total
or partial surrenders. The amounts obtained from the surrender charge will be
used to partially defray expenses incurred in the sale of the Contracts,
including commissions and other promotional or distribution expenses associated
with the marketing of the Contracts, and costs associated with the printing and
distribution of prospectuses and sales material.
 
FREE SURRENDERS. The following amounts can be withdrawn from the Contract
without a surrender charge:
 
    - Any purchase payments received by us more than five years prior to the
      surrender date and that have not been previously surrendered;
 
    - In any Contract year, up to 10% of the purchase payments received by
      us less than five years prior to the surrender date (whether or not
      the purchase payments have been previously surrendered).
 
Purchase payments not subject to a surrender charge are deemed to be withdrawn
first. If all purchase payments have been withdrawn, the remaining earnings can
be withdrawn without a surrender charge. That is, surrender charges do not apply
to Contract earnings. For this purpose, it is assumed that all purchase payments
are withdrawn before earnings are withdrawn. (For federal income tax purposes,
however, certain partial surrenders will be deemed to come first from earnings.
See "Federal Tax Matters.")
 
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.
 
                                       15
<PAGE>
In addition, we have an administrative policy to waive surrender charges for
full surrenders of Contracts that have been in force for at least ten years
provided that the amount then subject to the surrender charge is less than 25%
of the Contract Value. Since the Contracts have been offered only since 1988, no
such waivers have yet been made. We reserve the right to change or terminate
this practice at any time, both for new and for previously issued Contracts.
 
AMOUNT OF SURRENDER CHARGE. Surrender charges apply only if the amount being
withdrawn exceeds the sum of the amounts listed above under Free Surrenders. The
surrender charge is 5% of the purchase payments withdrawn which were received by
us less than five years prior to the surrender date.
 
We anticipate the surrender charge will not be sufficient to cover our
distribution expenses. To the extent that the surrender charge is insufficient
to cover the actual costs of distribution, such costs will be paid from Fortis
Benefits' General Account assets, which will include profit, if any, derived
from the mortality and expense risk charge.
 
NURSING CARE/HOSPITALIZATION WAIVER OF SURRENDER CHARGES. Surrender charges will
not be assessed when a total or partial withdrawal is requested: (1) after a
covered person has been confined in a hospital or skilled health care facility
for at least 60 consecutive days and the covered person continues to be confined
in the hospital or skilled care facility when the request is made; or (2) within
60 days following a covered person's discharge from a hospital or skilled health
care facility after confinement of at least 60 consecutive days. Confinement
must begin after the effective date of this provision.
 
Covered persons are the Contract Owner or Owners and the spouse of any Contract
Owner if such spouse is the Annuitant. Surrender Charges will not be waived when
a confinement is due to substance abuse, mental or personality disorders without
a demonstrable organic disease. A degenerative brain disease such as Alzheimer's
Disease is considered an organic disease.
 
This nursing care/hospitalization waiver of surrender charges is provided by
means of a rider to the Contract, which has not been approved in all states.
Individuals applying for a Contract should check with their Fortis Benefits
representative to determine if this rider is available in their state.
 
MISCELLANEOUS
Because the Separate Account invests in shares of the Portfolios of Fortis'
Series, the net assets of the Separate Account will reflect the investment
advisory fees and certain other expenses incurred by the Portfolios that are
described in the prospectus for Fortis' Series.
 
REDUCTION OF CHARGES
No surrender charge will be imposed under any Contract owned by (A) Fortis, Inc.
or its subsidiaries, and the following persons associated with such companies,
if at the Contract Issue date they are: (1) officers and directors; (2)
employees; or (3) spouses of any such persons or any of such persons' children,
grandchildren, parents, grandparents, or siblings--or spouses of any of these
persons; (B) Series Fund directors, officers, or their spouses (or such persons'
children, grandchildren, parents or grandparents--or spouses of any such
persons); and (C) representatives or employees (or their spouses) of Fortis
Investors (including agencies) or of other
broker-dealers having a sales agreement with Fortis Investors (or such persons'
children, grandchildren, parents, or grandparents--or spouses of any such
persons).
 
The annual administrative charge may be reduced or waived when sales of the
contract are made to individuals or groups of individuals in such a manner that
results in savings or reduction of administrative expense. In no event will
reduction or elimination of the annual administrative charge be permitted where
such reduction or elimination will be unfairly discriminating to any person.
 
FIXED ACCOUNT
 
Contract Owners may allocate Net Purchase Payments and transfer Contract Value
to the Fixed Account, in which case such amounts are held in the General Account
of Fortis Benefits. Because of exemptive and exclusionary provisions, interests
in the Fixed Account have not been registered under the Securities Act of 1933
and the Fixed Account has not been registered as an investment company under the
Investment Company Act of 1940. Accordingly, neither the Fixed Account nor any
interests therein are subject to the provisions of these acts and, as a result,
the staff of the Securities and Exchange Commission has not reviewed the
disclosures in this Prospectus relating to the Fixed Account. Disclosures
regarding the Fixed Account may, however, be subject to certain generally
applicable provisions of the federal securities laws relating to the accuracy
and completeness of statements made in prospectuses. This Prospectus is
generally intended to serve as a disclosure document only for the aspects of the
Contract involving the Separate Account and contains only selected information
regarding the Fixed Account. More information regarding the Fixed Account may be
obtained from Fortis Benefits' Home Office or from your sales representative.
 
GENERAL DESCRIPTION
Our obligations with respect to the Fixed Account are supported by our General
Account. Subject to applicable law, we have sole discretion over the investment
of the assets in our General Account.
 
Fortis Benefits guarantees that Contract Value in the Fixed Account will accrue
interest at an effective annual rate of at least 4%, independent of the actual
investment experience of the General Account. We may, at our sole discretion,
credit higher rates of interest, although we are not obligated to credit
interest in excess of the guaranteed rate of 4% per year. Any interest rate in
excess of 4% per year with respect to any amount in the Fixed Account pursuant
to a Contract will not be modified more than once each calendar year. Any higher
rate of interest will be quoted at an effective annual rate. The rate of any
excess interest initially or subsequently credited to any amount can in many
cases vary, depending on when that amount was originally allocated to the Fixed
Account. Once credited, such interest will be guaranteed and will become part of
Contract Value in the Fixed Account from which deductions for fees and charges
may be made.
 
Charges under the Contract are the same as when the Separate Account is being
used, except that the 1.35% per annum charged for mortality and expense risk and
administrative expenses is not imposed on amounts of Contract Value in the Fixed
Account.
 
FIXED ACCOUNT VALUE
The Contract's Fixed Account Value on any Valuation Date is the sum of the Net
Purchase Payments allocated to the Fixed Account, plus any transfers from the
Separate Account, plus interest credited to the Fixed Account, less any
surrenders, surrender charges or annual administrative charges allocated to the
Fixed Account or transfers to the Separate Account.
 
FIXED ACCOUNT TRANSFERS, TOTAL AND PARTIAL SURRENDERS
Amounts in the Fixed Account are generally subject to the same rights and
limitations and will be subject to the same charges as are amounts allocated to
the Subaccounts of the Separate Account with respect to total and partial
surrenders. See "Total and Partial Surrenders."
 
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
 
                                       16
<PAGE>
each Contract year, (2) no more than 50% of the Fixed Account Value is
transferred at any time (unless the balance in the Fixed Account after the
transfer would be less than $1,000, in which case up to the entire balance may
be transferred) and (3) at least $500 is transferred at any one time (or, if
less, the entire amount in the Fixed Account). Irrespective of the above, we may
in our discretion permit a continuing request for transfer of lesser specified
amounts automatically on a periodic basis. However, we reserve the right to
discontinue or modify any such arrangements at our discretion.
 
No transfers from the Fixed Account may be made after the Annuity Commencement
Date.
 
GENERAL PROVISIONS
 
THE CONTRACT
The Contract, copies of any applications, amendments, riders, or endorsements
attached to the Contract, and copies of any supplemental applications,
amendments, endorsements, or revised Contract pages which are mailed to you are
the entire Contract. Only the President, Secretary and Registrar of Fortis
Benefits can agree to change or waive any provisions of a Contract. Any change
or waiver must be in writing and signed by one of these representatives of
Fortis Benefits.
 
The Contracts are non-participating and do not share in dividends or earnings of
Fortis Benefits.
 
POSTPONEMENT OF PAYMENTS
With respect to amounts in the Subaccounts of the Separate Account, payment of
any amount due upon a total or partial surrender, death or under an annuity
option will ordinarily be made within seven days after all documents required
for such payment are received by Fortis Benefits at its Home Office.
 
However, Fortis Benefits may defer the determination, application or payment of
any death benefit, partial or total surrender or annuity payment, to the extent
dependent on Accumulation or Annuity Unit Values, or any transfer, for any
period during which the New York Stock Exchange is closed (other than customary
weekend and holiday closings) or trading on the New York Stock Exchange is
restricted as determined by the Securities and Exchange Commission, for any
period during which any emergency exists as a result of which it is not
reasonably practicable for Fortis Benefits to determine the investment
experience for the Contract, or for such other periods as the Securities and
Exchange Commission may by order permit for the protection of Contract Owners.
 
Fortis Benefits may also defer for up to 15 days the payment of any amount
attributable to a purchase payment made by check to allow the check reasonable
time to clear. Fortis Benefits may also defer payment of surrender proceeds
payable out of the Fixed Account for a period of up to 6 months.
 
MISSTATEMENT OF AGE OR SEX AND OTHER ERRORS
If the age or sex of the Annuitant has been misstated, any amount payable will
be that which the purchase payments paid would have purchased at the correct age
and sex. If we have made any overpayments because of incorrect information about
age or sex, or any error or miscalculation, Fortis Benefits will deduct the
overpayment from the next payment or payments due. We add underpayments to the
next payment. The amount of any adjustment will be credited or charged with
interest at the rate of 4% per year.
 
ASSIGNMENT AND OWNERSHIP RIGHTS
Rights and interests under a Qualified Contract may be assigned only in certain
narrow circumstances referred to in the Contract. Contract Owners and other
payees may assign their rights and interests under Non-Qualified Contracts,
including their ownership rights.
 
We take no responsibility for the validity of any assignment. An ownership
change must be made in writing and a copy must be sent to Fortis Benefits' Home
Office. The change will be effective on the date it was made, although we are
not bound by a change until the date we record it. Contract Owner, Annuitant and
Beneficiary rights are subject to any assignment of record at the Home Office of
Fortis Benefits. An assignment or pledge of a Contract may have adverse tax
consequences. See below under "Federal Tax Matters."
 
BENEFICIARY
Before the Annuity Commencement Date and while the Annuitant is living, the
Contract Owner may name or change a beneficiary or a contingent beneficiary by
sending a Written Request of the change to Fortis Benefits. Under certain
retirement programs, however, spousal consent may be required to name or change
a beneficiary, and the right to name a beneficiary other than the spouse may be
subject to applicable tax laws and regulations. We are not responsible for the
validity of any change. A change will take effect as of the date it is signed
but will not affect any payments we make or action we take before receiving the
Written Request. We also need the consent of any irrevocably named person before
making a requested change.
 
In the event of the death of a Contract Owner or Annuitant prior to the Annuity
Commencement date the Beneficiary will be determined as follows:
 
    - If there is any surviving Contract Owner, the surviving Contract Owner
      will be the Beneficiary (this overrides any other beneficiary
      designation).
 
    - If there is no surviving Contract Owner, the Beneficiary will be the
      beneficiary designated by the Contract Owner.
 
    - If there is no surviving Contract Owner and no surviving beneficiary
      who has been designated by the Contract Owner, then the estate of the
      last surviving Contract Owner will be the Beneficiary.
 
REPORTS
We will mail to the Contract Owner, at the last known address of record, any
reports required by any applicable law or regulation. You should therefore give
us prompt written notice of any address change. Each Contract Owner will also be
sent an annual and a semi-annual report for Fortis Series and a list of the
portfolio securities held in each Portfolio of Fortis Series. All reports will
be mailed to the person receiving payments during the Annuity Period, rather
than to the Contract Owner.
 
RIGHTS RESERVED BY FORTIS BENEFITS
 
Fortis Benefits reserves the right to make certain changes if, in its judgement,
they would best serve the interests of Contract Owners and Annuitants or would
be appropriate in carrying out the purposes of the Contract. Any changes will be
made only to the extent and in the manner permitted by applicable laws. Also,
when required by law, Fortis Benefits will obtain your approval of the changes
and approval from any appropriate regulatory authority. Such approval may not be
required in all cases, however. Examples of the changes Fortis Benefits may make
include:
 
    - To operate the Separate Account in any form permitted under the
      Investment Company Act of 1940 or in any other form permitted by law.
 
    - 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.
 
                                       17
<PAGE>
    - To substitute, for the Portfolio shares held in any Subaccount, the
      shares of another Portfolio of Fortis Series or the shares of another
      investment company or any other investment permitted by law.
 
    - To make any changes required by the Internal Revenue Code or by any
      other applicable law in order to continue treatment of the Contract as
      an annuity.
 
    - To change the time or times of day at which a Valuation Date is deemed
      to have ended.
 
    - To make any other necessary technical changes in the Contract in order
      to conform with any action the above provisions permit Fortis Benefits
      to take, including to change the way Fortis Benefits assesses charges,
      but without increasing as to any then outstanding Contract the
      aggregate amount of the types of charges which Fortis Benefits has
      guaranteed.
 
DISTRIBUTION
 
The Contracts will be sold by individuals who, in addition to being licensed by
state insurance authorities to sell the Contracts of Fortis Benefits, are also
registered representatives of Fortis Investors, Inc. ("Fortis Investors"), the
principal underwriter of the Contracts or registered representatives of other
broker-dealer firms, or representatives of other firms that are exempt from
broker-dealer regulation. Fortis Investors and any such other broker-dealer
firms are registered with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 as broker-dealers and are members of the
National Association of Securities Dealers, Inc.
 
   
Fortis Investors will pay a selling allowance to its registered representatives
and selling brokers in varying amounts which under normal circumstances is not
expected to exceed 6.25% of purchase payments plus a servicing fee of .25% of
contract value per year, starting in the first contract year.
    
 
   
Fortis Investors may, under certain flexible compensation arrangements, pay
lesser or greater selling allowances and larger or smaller service fees to its
registered representatives and other broker dealer firms than as set forth
above. However, in such case, such flexible compensation arrangements will have
actuarial present values which are approximately equivalent to the amounts of
the selling allowances and service fees set forth above. Additionally,
registered representatives, broker-dealer firms, and exempt firms may be
eligible for additional compensation based upon meeting certain production
standards. Fortis Investors may "chargeback" commissions paid to others if the
contract upon which the commission was paid is surrendered or canceled within
certain specified time periods.
    
 
Fortis or Fortis Investors may also provide additional compensation to
broker-dealers in connection with sales of Contracts. Compensation may include
financial assistance to broker-dealers in connection with conferences, sales or
training programs for their employees, seminars for the public, advertising,
sales campaigns regarding Contracts, and other broker-dealer sponsored programs
or events. Compensation may include payment for travel expenses incurred in
connection with trips taken by invited sales representatives and members of
their families to locations within or outside of the United States for meetings
or seminars of a business nature.
 
Fortis Investors is an indirect subsidiary of Fortis AMEV and Fortis AG and is
therefore under common control with Fortis Benefits. Fortis Investors' principal
business address is the same as that of our Home Office.
 
FEDERAL TAX MATTERS
 
The following description is a general summary of the tax rules, primarily
related to federal income taxes, which in the opinion of Fortis Benefits are
currently in effect. These rules are based on laws, regulations and
interpretations which are subject to change at any time. This summary is not
comprehensive and is not intended as tax advice. Federal estate and gift tax
considerations, as well as state and local taxes, may also be material. You
should consult a qualified tax adviser as to the tax implications of taking any
action under a Contract or related retirement plan.
 
NON-QUALIFIED CONTRACTS
Section 72 of the Internal Revenue Code ("Code") governs the taxation of
annuities in general. Purchase payments made under Non-Qualified Contracts are
not excludible or deductible from the gross income of the Contract Owner or any
other person. However, any increase in the accumulated value of a Non-Qualified
Contract resulting from the investment performance of the Separate Account or
interest credited to the Fixed Account is generally not taxable to the Contract
Owner or other payee until received by him or her, as surrender proceeds, death
benefit proceeds, or otherwise. The exception to this rule is that, generally,
Contract Owners who are not natural persons ARE taxed annually for any increase
in the Contract Value. However, this exception does not apply in all cases, and
you may wish to discuss this with your tax adviser.
 
The following discussion applies generally to Contracts owned by natural
persons.
 
In general, surrenders or partial withdrawals under Contracts are taxed as
ordinary income to the extent of the accumulated income or gain under the
Contract. If a Contract Owner assigns or pledges any part of the value of a
Contract, the value so pledged or assigned is taxed to the Contract Owner as
ordinary income to the same extent as a partial withdrawal.
 
With respect to annuity payment options, although the tax consequences may vary
depending on the option elected under the Contract, until the investment in the
Contract is recovered, generally only the portion of the annuity payment that
represents the amount by which the Contract Value exceeds the "investment in the
contract" will be taxed. In general, an Annuitant's or other payee's "investment
in the contract" is the aggregate amount of purchase payments made by him or
her. After the "investment in the contract" is recovered, the full amount of any
additional annuity payments is taxable. For variable annuity payments, in
general the taxable portion of each annuity payment (prior to recovery of the
"investment in the contract") is determined by a formula which establishes the
specific dollar amount of each annuity payment that is not taxed. This dollar
amount is determined by dividing the "investment in the contract" by the total
number of expected annuity payments. For fixed annuity payments in general,
prior to recovery of the "investment in the contract," there is no tax on the
amount of each payment which bears the same ratio to such payment that the
"investment in the contract" bears to the total expected return under the
Contract. The remainder of each annuity payment is taxable. The taxable portion
of a distribution (in the form of an annuity or a single sum payment) is taxed
as ordinary income.
 
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
 
                                       18
<PAGE>
after death of the Contract Owner, (3) made upon the disability of the Contract
Owner or other payee, or (4) part of a series of substantially equal annuity
payments for the life or life expectancy of the Contract Owner or the Contract
Owner and Beneficiary. Premature distributions may result, for example, from an
early Annuity Commencement Date, any early surrender, partial surrender or
assignment of a Contract or the early death of an Annuitant who is not the
Contract Owner.
 
A transfer of ownership of a Contract, or designation of an Annuitant or other
payee who is not also the Contract Owner, may result in certain income or gift
tax consequences to the Contract Owner that are beyond the scope of this
discussion. A Contract Owner contemplating any transfer or assignment of a
Contract should contact a competent tax adviser with respect to the potential
tax effects of such transaction.
 
REQUIRED DISTRIBUTIONS FOR NON-QUALIFIED CONTRACTS
In order that a Non-Qualified Contract be treated as an annuity contract for
federal income tax purposes, Section 72(s) of the Code requires (a) if the
person receiving payments dies on or after the Annuity Commencement Date but
prior to the time the entire interest in the Contract has been distributed, the
remaining portion of such interest will be distributed at least as rapidly as
under the method of distribution being used as of the date of that person's
death; and (b) if any Contract Owner dies prior to the Annuity Commencement
Date, the entire interest in the Contract will be distributed (1) within five
years after the date of that Contract Owner's death or (2) as annuity payments
which will begin within one year of that Contract Owner's death and which will
be made over the life of the Contract Owner's designated beneficiary or over a
period not extending beyond the life expectancy of that beneficiary. However, if
the Contract Owner's designated beneficiary is the surviving spouse of the
Contract Owner, the Contract may be continued with the surviving spouse deemed
to be the new Contract Owner for purposes of Section 72(s). Where the Contract
Owner or other person receiving payments is not a natural person, the required
distributions provided for in Section 72(s) apply upon the death of the primary
Annuitant.
 
No regulations interpreting the requirements of Section 72(s) have yet been
issued (although proposed regulations have been issued interpreting similar
requirements for qualified plans). Fortis Benefits intends to review and modify
the endorsement if necessary to ensure that the Contracts comply with the
requirements of Section 72(s) when clarified by regulation or otherwise.
 
Generally, unless the Beneficiary elects otherwise, the above requirements will
be satisfied where the death occurs prior to the Annuity Commencement Date by
paying the death benefit in a single sum, subject to proof of the Contract
Owner's death. The Beneficiary, however, may elect by Written Request to receive
an annuity option instead of a lump sum payment. However, if the election is not
made within 60 days of the date the single sum death benefit otherwise becomes
payable, particularly where the annuitant dies and the annuitant is not the
Contract Owner, the IRS may disregard the election for tax purposes and tax the
Beneficiary as if a single sum payment had been made.
 
QUALIFIED CONTRACTS
The Contract may be used with several types of tax-qualified plans. The tax
rules applicable to Contract Owners, Annuitants and other payees vary according
to the type of plan and the terms and conditions of the plan itself. In general,
purchase payments made under a retirement program recognized under the Code on
behalf of an individual are excludible from the individual's gross income for
tax purposes during the Accumulation Period. The portion, if any, of any
purchase payment made by or on behalf of an individual under a Contract that is
not excluded from the individual's gross income for tax purposes during the
Accumulation Period constitutes the individual's "investment in the contract."
Aggregate deferrals under all plans at the employee's option may be subject to
limitations.
 
The Contracts are available in connection with the following types of retirement
plans: Section 403(b) annuity plans for employees of certain tax-exempt
organizations and public educational institutions; Section 401 or 403(a)
qualified pension, profit-sharing or annuity plans; individual retirement
annuities ("IRAs") under Section 408(b); simplified employee pension plans
("SEPs") under Section 408(k); SIMPLE IRA Plans under Section 408(p); Section
457 unfunded deferred compensation plans of public employers and tax-exempt
organizations; and private employer unfunded deferred compensation plans. The
tax implications of these plans are further discussed in the Statement of
Additional Information under the heading "Taxation Under Certain Retirement
Plans."
 
When annuity payments begin, the individual will receive back his or her
"investment in the contract" if any, as a tax-free return of capital. The dollar
amount of annuity payments received in any year in excess of such return is
taxable as ordinary income. When payments are received as an annuity, the
tax-free return of capital is treated as if received ratably over the entire
period of the annuity until fully recovered (as described above with respect to
Non-Qualified Contracts).
 
WITHHOLDING
Annuity payments and other amounts received under Contracts are subject to
income tax withholding unless the recipient elects not to have taxes withheld.
The amounts withheld will vary among recipients depending on the tax status of
the individual and the type of payments from which taxes are withheld.
 
Notwithstanding the recipient's election, withholding may be required with
respect to certain payments to be delivered outside the United States and with
respect to certain distributions from certain types of qualified retirement
plans unless the proceeds are transferred directly from the qualified retirement
plan to another qualified retirement plan. Moreover, special "backup
withholding" rules may require Fortis Benefits to disregard the recipient's
election if the recipient fails to supply Fortis Benefits with a "TIN" or
taxpayer identification number (social security number for individuals), or if
the Internal Revenue Service notifies Fortis Benefits that the TIN provided by
the recipient is incorrect.
 
PORTFOLIO DIVERSIFICATION
The United States Treasury Department has adopted regulations under Section
817(h) of the Code which set standards of diversification for the investments
underlying the Contracts, in order for the Contracts to be treated as annuities.
Fortis Benefits believes that these diversification standards will be satisfied.
Failure to do so would result in immediate taxation to Contract Owners or
Annuitants of all returns credited to Contracts, except in the case of certain
Qualified Contracts. Also, current regulations do not provide guidance as to any
circumstances in which control over allocation of values among different
investment alternatives may cause Contract Owners or Annuitants to be treated as
the owners of Separate Account assets for tax purposes. Fortis Benefits reserves
the right to amend the Contracts in any way necessary to avoid any such result.
The Treasury Department may establish standards in this regard through
regulations or rulings. Such standards may apply only prospectively, although
retroactive application is possible if such standards were considered not to
embody a new position.
 
CERTAIN EXCHANGES
Section 1035 of the Code provides generally that no gain or loss will be
recognized upon the exchange of a life insurance or annuity contract for an
annuity contract. Thus, a properly completed exchange from an Old Contract, a
Fortis Benefits variable life insurance policy, or
 
                                       19
<PAGE>
another life insurance policy or annuity contract into a Contract pursuant to
the special annuity contract exchange form we provide for this purpose is not
generally a taxable event under the Code, and your investment in the Contract
will be the same as your investment in the contract or policy exchanged.
However, an exchange from a Fortis Group Fund or other investment that is not a
life insurance or annuity contract may be a taxable event.
 
Certain existing annuity contracts may be "grandfathered" under various
provisions of the tax laws, i.e., subject to more favorable tax treatment than
generally offered under current law. For example, certain annuity contracts
issued before January 19, 1985 may not be subject to the distribution rules of
Code Section 72(s). Also, certain distributions from contracts issued before the
same date may not be subject to the 10% penalty tax for premature distributions.
Also, if a contract contained principal on August 13, 1982, that principal may
generally be withdrawn in a partial distribution before the withdrawal of any
taxable gain in the contract. These "grandfather" provisions may be lost if such
contract is exchanged for a Contract. In connection with contracts issued
pursuant to Section 1035 exchanges, if the data is provided to us, we can
separately track amounts attributable to purchase payments made to the original
contract before or after the effective date of the Tax Equity and Fiscal
Responsibility Act of 1982. That separate tracking can preserve certain of the
above grandfathered provisions.
 
Because of the complexity of these matters, you should consult a qualified tax
adviser before making any exchange.
 
TAX LAW RESTRICTIONS AFFECTING SECTION 403(B) PLANS
Section 403(b)(12) of the Internal Revenue Code restricts the distribution under
Section 403(b) annuity contracts of:
 
    (1) elective contributions made for years beginning after December 31, 1988;
 
    (2) earnings on those contributions; and
 
    (3) earnings on amounts held as of December 31, 1988.
 
Distribution of those amounts may only occur upon death of the employee,
attainment of age 59 1/2, separation from service, disability, or financial
hardship. In addition, income attributable to elective contributions which
accrues after December 31, 1988 may not be distributed in the case of hardship.
 
VOTING PRIVILEGES
 
   
In accordance with its view of current applicable law, Fortis Benefits will vote
shares of each of the Portfolios which are attributable to a Contract at regular
and special meetings of the shareholders of Fortis Series in proportion to
instructions received from the persons having the voting interest in the
Contract as of the record date for the corresponding Fortis Series shareholders
meeting. Contract Owners have the voting interest during the Accumulation
Period, persons receiving annuity payments have the voting interest during the
Annuity Period, and Beneficiaries have the voting interest after the death of
the Annuitant or Contract Owner. However, if the Investment Company Act of 1940
or any rules thereunder should be amended or if the present interpretation
thereof should change, and as a result Fortis Benefits determines that it is
permitted to vote shares of the Portfolios in its own right, it may elect to do
so.
    
 
During the Accumulation Period, the number of shares of a Portfolio attributable
to a Contract is determined by dividing the amount of Contract Value in the
corresponding Subaccount pursuant to the Contract as of the record date for the
shareholders meeting by the net asset value of one Portfolio share as of that
date. During the Annuity Period, or after the death of the Contract Owner or
Annuitant, the number of Portfolio shares deemed attributable to the Contract
will be computed in a comparable manner, based on the liability for future
variable annuity payments allocable to that Subaccount under the Contract as of
the record date. Such liability for future payments will be calculated on the
basis of the mortality assumptions and the assumed interest rate used in
determining the number of Annuity Units credited to the Contract and the
applicable Annuity Unit value on the record date. During the Annuity Period, the
number of votes attributable to a Contract will generally decrease since funds
set aside to make the annuity payments will decrease.
 
Where Contract Owners are permitted to instruct us as to how to vote Portfolio
shares, our policy is to permit an Annuitant or payee who is not the Contract
Owner to direct the Contract Owner with respect to the voting of certain
Portfolio shares attributable to his or her Contract. An Annuitant or other
payee may direct the Contract Owner with respect to that number of Portfolio
shares that is attributable to purchase payments, if any, contributed by such
Annuitant or payee and any additional shares, to the extent authorized by an
employee benefit plan. (For these purposes, the number of shares attributable to
the Annuitant or payee is computed on a basis consistent with that for
attributing Portfolio shares to Contract Owners, as described above.)
 
Contract Owners are to instruct Fortis Benefits to vote in accordance with such
directions from Annuitants and payees. Furthermore, Contract Owners are to
instruct Fortis Benefits to vote shares of any Portfolio for which directions
could have been but were not received from Annuitants and other payees in the
same proportion as other shares in that Portfolio attributable to the Contract
Owner which are to be voted in accordance with directions received from
Annuitants and other payees. The Contract Owner may instruct us as to the voting
of any other shares attributable to Contracts as the Contract Owner may
determine. The Separate Account, Fortis Series and Fortis Benefits do not have
any obligation to determine whether or not voting directions are requested or
received by a Contract Owner or whether or not a Contract Owner has instructed
Fortis Benefits in accordance with directions given by Annuitants and other
payees.
 
Fortis Benefits will vote shares as to which it has received no timely
instructions, and any shares attributable to excess amounts Fortis Benefits has
accumulated in the related Subaccount, in proportion to the voting instructions
which it receives with respect to all Contracts and other variable annuity
contracts participating in a Portfolio. To the extent that Fortis Benefits or
any affiliated company holds any shares of a Portfolio, they will be voted in
the same proportion as instructions for that Portfolio that are received from
persons holding the voting interest with respect to all Fortis Benefits separate
accounts participating in that Portfolio. Shares held by separate accounts other
than the Separate Account will in general be voted in accordance with
instructions of participants in such other separate accounts. This diminishes
the relative voting influence of the Contracts.
 
Each person having a voting interest in a Subaccount of the Separate Account
will receive proxy material, reports and other materials relating to the
appropriate Portfolio. Pursuant to the procedures described above, these persons
may give instructions regarding the election of the Board of Directors of Fortis
Series, ratification of the selection of its independent auditors, the approval
of the investment manager of a Portfolio, changes in fundamental investment
policies of a Portfolio and all other matters that are put to a vote by Fortis
Series shareholders.
 
STATE REGULATION
 
Fortis Benefits is subject to regulation and supervision by the Commerce
Department of the State of Minnesota, which periodically examines its affairs.
It is also subject to the insurance laws and regulations
 
                                       20
<PAGE>
of all jurisdictions where it is authorized to do business. Fortis Benefits
intends to satisfy the necessary requirements to sell the Contracts in the
District of Columbia and in all states other than New York as soon as possible.
 
LEGAL MATTERS
 
The legality of the Contracts described in this Prospectus has been passed upon
by David A. Peterson, Esquire, Vice President and Assistant General Counsel of
Fortis Benefits. Messrs. Freedman, Levy, Kroll & Simonds, Washington, D.C., have
advised Fortis Benefits on certain federal securities law matters.
 
CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
 
<TABLE>
<CAPTION>
                                                    PAGE
 
<S>                                              <C>
Fortis Benefits................................           2
Calculation of Annuity Payments................           2
Services.......................................           3
    - Safekeeping of Separate Account Assets...           3
    - Experts..................................           3
    - Principal Underwriter....................           3
Limitation On Allocations......................           4
Change of Investment Adviser or Investment
 Policy........................................           4
Taxation Under Certain Retirement Plans........           4
Terms of Exemptive Relief in Connection with
 Mortality and Expense Risk Charge.............           8
Other Information..............................           8
Financial Statements...........................           8
APPENDIX A--Performance Information............         A-1
</TABLE>
 
                                       21
<PAGE>
REPORT OF INDEPENDENT AUDITORS
 
Board of Directors
Fortis Benefits Insurance Company
 
We  have audited  the accompanying balance  sheets of  Fortis Benefits Insurance
Company, an indirect, wholly-owned subsidiary of  Fortis AMEV and Fortis AG,  as
of  December 31, 1997 and 1996, and the related statements of income, changes in
shareholder's equity and cash flows  for each of the  three years in the  period
ended  December 31, 1997.  These financial statements  are the responsibility of
the Company's management. Our responsibility is  to express an opinion on  these
financial statements based on our audits.
 
We   conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards. Those standards require that we plan and perform the audit to  obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also  includes
assessing  the  accounting principles  used  and significant  estimates  made by
management, as well as evaluating the overall financial statement  presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
In  our opinion, the  financial statements referred to  above present fairly, in
all material  respects,  the financial  position  of Fortis  Benefits  Insurance
Company at December 31, 1997 and 1996, and the results of its operations and its
cash  flows for each  of three years in  the period ended  December 31, 1997, in
conformity with generally accepted accounting principles.
 
                                                    /s/ Ernst & Young, LLP
Minneapolis, Minnesota
February 27, 1998
 
                                      F-1
<PAGE>
BALANCE SHEETS
FORTIS BENEFITS INSURANCE COMPANY
(IN THOUSANDS, EXCEPT PER SHARE DATA)
 
<TABLE>
<CAPTION>
                                                                                             DECEMBER 31
                                                                                         --------------------
                                                                                           1997       1996
                                                                                         ---------  ---------
<S>                                                                                      <C>        <C>
ASSETS
Investments:
  Fixed maturities, at fair value (amortized cost 1997--$2,325,589;
   1996--$2,078,438)...................................................................  $2,415,915 $2,115,499
  Equity securities, at fair value (cost 1997--$88,719; 1996--$84,144).................    109,832    106,290
  Mortgage loans on real estate, less allowance for possible losses (1997--$11,085;
   1996--$9,697).......................................................................    602,064    582,869
  Policy loans.........................................................................     68,566     60,722
  Short-term investments...............................................................     70,537    182,817
  Real estate and other investments....................................................     55,035     29,628
                                                                                         ---------  ---------
                                                                                         3,321,949  3,077,825
 
Cash and cash equivalents..............................................................      9,901     20,474
 
Receivables:
  Uncollected premiums.................................................................     74,220     71,386
  Reinsurance recoverable on unpaid and paid losses....................................     13,852     12,939
  Other................................................................................     19,762      9,045
                                                                                         ---------  ---------
                                                                                           107,834     93,370
Accrued investment income..............................................................     47,376     39,519
Deferred policy acquisition costs......................................................    291,742    268,075
Property and equipment at cost, less accumulated depreciation..........................     42,773     52,882
Deferred federal income taxes..........................................................     15,037     17,008
Other assets...........................................................................      4,250      8,005
Assets held in separate accounts.......................................................  2,978,622  2,374,718
                                                                                         ---------  ---------
TOTAL ASSETS...........................................................................  $6,819,484 $5,951,876
                                                                                         ---------  ---------
                                                                                         ---------  ---------
</TABLE>
 
                            See accompanying notes.
 
                                      F-2
<PAGE>
BALANCE SHEETS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
(IN THOUSANDS, EXCEPT PER SHARE DATA)
 
<TABLE>
<CAPTION>
                                                                                             DECEMBER 31
                                                                                         --------------------
                                                                                           1997       1996
                                                                                         ---------  ---------
<S>                                                                                      <C>        <C>
POLICY RESERVES, LIABILITIES AND SHAREHOLDER'S EQUITY
POLICY RESERVES AND LIABILITIES:
  Future policy benefit reserves:
    Traditional life insurance.........................................................  $ 449,017  $ 434,378
    Interest sensitive and investment products.........................................  1,264,227  1,175,480
    Accident and health................................................................    792,249    834,119
                                                                                         ---------  ---------
                                                                                         2,505,493  2,443,977
  Unearned revenues....................................................................     10,653     12,622
  Other policy claims and benefits payable.............................................    260,596    191,940
  Policyholder dividends payable.......................................................      8,197      8,783
                                                                                         ---------  ---------
                                                                                         2,784,939  2,657,322
 
  Debt.................................................................................     26,433         --
  Accrued expenses.....................................................................     49,909     42,223
  Current income taxes payable.........................................................     10,549     17,424
  Other liabilities....................................................................    113,222    104,834
  Due to affiliates....................................................................      6,925      4,926
  Liabilities related to separate accounts.............................................  2,947,401  2,344,474
                                                                                         ---------  ---------
TOTAL POLICY RESERVES AND LIABILITIES..................................................  5,939,378  5,171,203
 
SHAREHOLDER'S EQUITY:
  Common Stock, $5 par value:
    Authorized, issued and outstanding shares--1,000,000...............................      5,000      5,000
  Additional paid-in capital...........................................................    468,000    468,000
  Retained earnings....................................................................    332,723    265,613
  Unrealized gains on investments, net.................................................     68,981     36,290
  Unrealized gains on assets held in separate accounts, net............................      5,402      5,770
                                                                                         ---------  ---------
TOTAL SHAREHOLDER'S EQUITY.............................................................    880,106    780,673
                                                                                         ---------  ---------
TOTAL POLICY RESERVES, LIABILITIES AND SHAREHOLDER'S EQUITY............................  $6,819,484 $5,951,876
                                                                                         ---------  ---------
                                                                                         ---------  ---------
</TABLE>
 
                            See accompanying notes.
 
                                      F-3
<PAGE>
FORTIS BENEFITS INSURANCE COMPANY
STATEMENTS OF INCOME
(IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                     YEAR ENDED DECEMBER 31
                                                                                --------------------------------
                                                                                   1997       1996       1995
                                                                                ----------  ---------  ---------
<S>                                                                             <C>         <C>        <C>
REVENUES
  Insurance operations:
    Traditional life insurance premiums.......................................  $  269,540  $ 258,496  $ 251,353
    Interest sensitive and investment product policy charges..................      77,429     63,336     46,076
    Accident and health insurance premiums....................................     891,037    974,046    934,900
                                                                                ----------  ---------  ---------
                                                                                 1,238,006  1,295,878  1,232,329
 
  Net investment income.......................................................     228,724    206,023    203,537
  Net realized gains on investments...........................................      41,101     25,731     55,080
  Other income................................................................      36,458     31,725     33,085
                                                                                ----------  ---------  ---------
    TOTAL REVENUES............................................................   1,544,289  1,559,357  1,524,031
 
BENEFITS AND EXPENSES
  Benefits to policyholders:
    Traditional life insurance................................................     204,497    220,227    202,911
    Interest sensitive investment products....................................     103,077     90,358     73,676
    Accident and health claims................................................     707,113    778,439    769,588
                                                                                ----------  ---------  ---------
                                                                                 1,014,687  1,089,024  1,046,175
 
Policyholder dividends........................................................       2,935      4,169      4,305
Amortization of deferred policy acquisition costs.............................      43,931     39,325     41,291
Insurance commissions.........................................................     107,378     94,723     95,559
General and administrative expenses...........................................     273,128    242,825    254,940
                                                                                ----------  ---------  ---------
    TOTAL BENEFITS AND EXPENSES...............................................   1,442,059  1,470,066  1,442,270
                                                                                ----------  ---------  ---------
Income before federal income taxes............................................     102,230     89,291     81,761
Federal income taxes..........................................................      35,120     31,099     27,891
                                                                                ----------  ---------  ---------
NET INCOME....................................................................  $   67,110  $  58,192  $  53,870
                                                                                ----------  ---------  ---------
                                                                                ----------  ---------  ---------
</TABLE>
 
                            See accompanying notes.
 
                                      F-4
<PAGE>
STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
FORTIS BENEFITS INSURANCE COMPANY
(IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                                     UNREALIZED
                                                                                    UNREALIZED          GAINS
                                                                                       GAINS         (LOSSES) ON
                                                        ADDITIONAL                  (LOSSES) ON    ASSETS HELD IN
                                             COMMON       PAID-IN     RETAINED     INVESTMENTS,       SEPARATE
                                              STOCK       CAPITAL     EARNINGS          NET         ACCOUNTS, NET     TOTAL
                                           -----------  -----------  -----------  ---------------  ---------------  ---------
<S>                                        <C>          <C>          <C>          <C>              <C>              <C>
Balance, January 1, 1995.................   $   5,000    $ 358,000    $ 153,551      $ (42,908)       $     554     $ 474,197
Net income...............................          --           --       53,870             --               --        53,870
Additional paid-in capital...............          --       50,000           --             --               --        50,000
Change in unrealized gains (losses) on
 investments, net........................          --           --           --        131,039               --       131,039
Change in unrealized gains (losses) on
 assets held in separate accounts, net...          --           --           --             --            1,992         1,992
                                           -----------  -----------  -----------       -------           ------     ---------
Balance, December 31, 1995...............       5,000      408,000      207,421         88,131            2,546       711,098
Net income...............................          --           --       58,192             --               --        58,192
Additional paid-in capital...............          --       60,000           --             --               --        60,000
Change in unrealized gains (losses) on
 investments, net........................          --           --           --        (51,841)              --       (51,841)
Change in unrealized gains (losses) on
 assets held in separate accounts, net...          --           --           --             --            3,224         3,224
                                           -----------  -----------  -----------       -------           ------     ---------
Balance, December 31, 1996...............       5,000      468,000      265,613         36,290            5,770       780,673
Net income...............................          --           --       67,110             --               --        67,110
Change in unrealized gains (losses) on
 investments, net........................          --           --           --         32,691               --        32,691
Change in unrealized gains (losses) on
 assets held in separate account, net....          --           --           --             --             (368)         (368)
                                           -----------  -----------  -----------       -------           ------     ---------
Balance, December 31, 1997...............   $   5,000    $ 468,000    $ 332,723      $  68,981        $   5,402     $ 880,106
                                           -----------  -----------  -----------       -------           ------     ---------
                                           -----------  -----------  -----------       -------           ------     ---------
</TABLE>
 
                            See accompanying notes.
 
                                      F-5
<PAGE>
STATEMENTS OF CASH FLOWS
FORTIS BENEFITS INSURANCE COMPANY
(IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                  YEAR ENDED DECEMBER 31
                                                                           -------------------------------------
                                                                               1997         1996        1995
                                                                           ------------  ----------  -----------
<S>                                                                        <C>           <C>         <C>
OPERATING ACTIVITIES
  Net income.............................................................  $     67,110  $   58,192  $    53,870
  Adjustments to reconcile net income to net cash provided by operating
   activities:
    (Decrease)/increase in future policy benefit reserves for
     traditional, interest sensitive and accident and health policies....        (2,496)     26,193       80,478
    Increase in other policy claims and benefits and policyholder
     dividends payable...................................................        68,070      18,638       27,676
    Provision for deferred federal income taxes..........................        (6,449)     (1,094)     (13,584)
    (Decrease)/increase in income taxes payable..........................        (6,875)     12,049        1,023
    Amortization of deferred policy acquisition costs....................        43,931      39,325       41,291
    Policy acquisition costs deferred....................................       (69,694)    (66,515)     (56,391)
    Provision for mortgage loan losses...................................         1,388       1,344          924
    Provision for depreciation...........................................        14,351      17,312       15,654
    Write-off of investment..............................................         3,000          --           --
    Amortization of investment (discounts) premiums, net.................          (466)      1,821         (239)
    Change in receivables, accrued investment income, unearned premiums,
     accrued expenses and other liabilities..............................        (2,720)     38,614        3,427
    Net realized gains on investments....................................       (41,101)    (25,731)     (55,080)
    Other................................................................       (12,496)       (261)      (2,431)
                                                                           ------------  ----------  -----------
        NET CASH PROVIDED BY OPERATING ACTIVITIES........................        55,553     119,887       96,618
 
INVESTING ACTIVITIES
  Purchases of fixed maturity investments................................    (3,611,770) (2,778,352)  (2,151,133)
  Sales or maturities of fixed maturity investments......................     3,378,898   2,652,887    2,000,068
  Decrease (increase) in short-term investments..........................       112,280     (29,318)     (35,908)
  Purchases of other investments.........................................      (209,771)   (210,182)    (240,264)
  Sales of other investments.............................................       205,084     163,569      112,598
  Purchases of property and equipment....................................        (4,242)    (10,992)     (19,975)
  Other..................................................................          (617)         --        1,229
                                                                           ------------  ----------  -----------
        NET CASH USED IN INVESTING ACTIVITIES............................      (130,138)   (212,388)    (333,385)
 
FINANCING ACTIVITIES
  Activities related to investment products:
    Considerations received..............................................       200,760     128,446      187,484
    Surrenders and death benefits........................................      (190,361)   (125,274)     (60,522)
    Interest credited to policyholders...................................        53,613      49,802       48,918
  Additional paid-in capital from shareholder............................            --      60,000       50,000
                                                                           ------------  ----------  -----------
        NET CASH PROVIDED BY FINANCING ACTIVITIES........................        64,012     112,974      225,880
                                                                           ------------  ----------  -----------
(Decrease) increase in cash and cash equivalents.........................       (10,573)     20,473      (10,887)
        CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR...................        20,474           1       10,888
                                                                           ------------  ----------  -----------
        CASH AND CASH EQUIVALENTS AT END OF YEAR.........................  $      9,901  $   20,474  $         1
                                                                           ------------  ----------  -----------
                                                                           ------------  ----------  -----------
</TABLE>
 
                            See accompanying notes.
 
                                      F-6
<PAGE>
NOTES TO FINANCIAL STATEMENTS
FORTIS BENEFITS INSURANCE COMPANY
 
DECEMBER 31, 1997
 
1.  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
 
Fortis  Benefits Insurance  Company (the  Company) is  an indirect, wholly-owned
subsidiary of  Fortis  AMEV  and  Fortis AG.  The  Company  is  incorporated  in
Minnesota  and distributes its products in all  states except New York. To date,
the majority of  the Company's revenues  have been derived  from group  employee
benefits products and the remainder from individual life and annuity products.
 
BASIS OF STATEMENT PRESENTATION
 
The  preparation of financial  statements in conformity  with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying  notes.
Actual results could differ from those estimates.
 
The  Company follows  generally accepted  accounting principles  which differ in
certain respects from statutory accounting practices prescribed or permitted  by
regulatory authorities. The more significant of these principles are:
 
REVENUE RECOGNITION AND FUTURE POLICY BENEFIT RESERVES
 
Premiums for traditional life insurance are recognized as revenues when due over
the  premium-paying  period. Reserves  for future  policy benefits  are computed
using the net level method and include investment yield, mortality,  withdrawal,
and  other assumptions based on the  Company's experience, modified as necessary
to reflect anticipated trends and to include provisions for possible unfavorable
deviations.
 
Revenues for  interest  sensitive and  investment  products consist  of  charges
assessed  against  policy account  balances during  the period  for the  cost of
insurance, policy administration, and  surrender charges. Future policy  benefit
reserves  are computed  under the  retrospective deposit  method and  consist of
policy account  balances before  applicable surrender  charges. Policy  benefits
charged  to expense during the  period include amounts paid  in excess of policy
account balances  and interest  credited to  policy account  balances.  Interest
crediting  rates for universal life and  investment products ranged from 2.5% to
8.75% in 1997 and 1996.
 
Premiums for accident and health insurance products, including medical, long and
short-term disability and dental insurance products, are recognized as  revenues
ratably over the contract period in proportion to the risk insured. Reserves for
future  disability benefits are based on the 1964 Commissioners Disability Table
at 6% interest. Calculated reserves are  modified based on the Company's  actual
experience.
 
CLAIMS AND BENEFITS PAYABLE
 
Other  policy  claims and  benefits payable  for reported  and incurred  but not
reported claims  and related  claims adjustment  expenses are  determined  using
case-basis  estimates and past experience. The  methods of making such estimates
and establishing the related liabilities  are continually reviewed and  updated.
Any adjustments resulting therefrom are reflected in income currently.
 
DEFERRED POLICY ACQUISITION COSTS
 
The costs of acquiring new business, which vary with and are directly related to
the  production  of new  business, are  deferred to  the extent  recoverable and
amortized. For traditional  life insurance  products, such  costs are  amortized
over  the premium paying period. For interest sensitive and investment products,
such costs  are amortized  in relation  to expected  future gross  profits.  For
accident and health and group life insurance products, these costs represent the
present  value at the acquisition of these lines in the October 1, 1991 purchase
(see Note 2) of future profits which are amortized against the expected  premium
revenues  of the  lines acquired.  Estimation of  future gross  profits requires
significant management judgment and are reviewed periodically. As excess amounts
of deferred costs  over future premiums  or gross profits  are identified,  such
excess amounts are expensed.
 
INVESTMENTS
 
The  Company's investment strategy is developed  based on many factors including
insurance liability  matching,  rate  of  return,  maturity,  credit  risk,  tax
considerations and regulatory requirements.
 
All  fixed  maturity  investments  and  all  marketable  equity  securities  are
classified as available-for-sale and carried at fair value.
 
Changes in fair values of available-for-sale securities, after related  deferred
income  taxes and after adjustment for the changes in pattern of amortization of
deferred policy acquisition costs  and participating policyholder dividends  are
reported  directly  in  shareholder's  equity as  unrealized  gains  (losses) on
investments and,  accordingly, have  no  effect on  net income.  The  unrealized
appreciation  or  depreciation  is  net  of  deferred  policy  acquisition  cost
amortization and taxes that would  have been required as  a charge or credit  to
income had such unrealized amounts been realized.
 
Mortgage loans constitute first liens on commercial real estate and other income
producing properties. The insurance statutes in Minnesota generally require that
the  initial  principal loaned  not exceed  80%  of the  appraised value  of the
property securing  the  loan. The  Company's  policy fully  complies  with  this
statute.  Mortgage loans on real estate are reported at unpaid balance, adjusted
for amortization of premium or discount, less allowance for possible losses. The
change in the allowance for possible losses is recorded with realized gains  and
losses on investments.
 
Policy loans are reported at their unpaid balance. Short term investments are at
cost which approximates fair value.
 
Realized  gains and losses on sales of investments, and declines in value judged
to be other-than-temporary, are recognized on the specific identification basis.
Investment income is recorded as earned.
 
                                      F-7
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
1.  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
PROPERTY AND EQUIPMENT
 
Property and equipment are recorded  at cost less accumulated depreciation.  The
Company  provides for depreciation principally  on the straight-line method over
the estimated useful lives of the related property.
 
INCOME TAXES
 
Income taxes have been  provided using the liability  method in accordance  with
Financial  Accounting  Standards Board  ("FASB")  Statement 109,  ACCOUNTING FOR
INCOME TAXES. Deferred tax  assets and liabilities are  determined based on  the
differences  between the financial reporting and  the tax bases and are measured
using the enacted tax rates.
 
SEPARATE ACCOUNTS
 
Revenues and expenses related to the separate account assets and liabilities, to
the extent of benefits paid, are provided to the separate account  policyholders
and  are excluded  from the amounts  reported in the  accompanying statements of
operations.
 
Assets and liabilities associated with the separate accounts relate to  deposits
and  annuity considerations for variable life and annuity products for which the
contract holder, rather than  the Company, bears  the investment risk.  Separate
account assets are reported at fair value.
 
GUARANTY FUND ASSESSMENTS
 
There  are a number  of insurance companies that  are currently under regulatory
supervision. This  may  result in  future  assessments by  state  guaranty  fund
associations  to  cover losses  to policyholders  of insolvent  or rehabilitated
companies. These assessments can be  partially recovered through a reduction  in
future  premium taxes  in some  states. The  Company believes  it has adequately
provided for the impact of future assessments.
 
STATEMENTS OF CASH FLOWS
 
The Company  considers  investments  with  a  maturity  at  the  date  of  their
acquisition of three months or less to be cash equivalents. These securities are
carried principally at amortized cost which approximates fair value.
 
NEW FINANCIAL ACCOUNTING STANDARDS
 
In  June 1997, the  FASB issued SFAS No.  130, "Reporting Comprehensive Income."
SFAS No. 130 defines the financial  statement presentation for all changes in  a
company's  equity during  a period  except those  resulting from  investments by
owners and distributions to owners. SFAS No. 130 will be adopted by the  Company
in  the  first quarter  of 1998.  Because the  statement is  merely a  change in
presentation, the Company does not expect the adoption of this statement to have
a significant impact on the financial statements.
 
RECLASSIFICATIONS
 
Certain amounts in the 1996 and 1995 financial statements have been reclassified
to conform to the 1997 presentation.
 
2.  ACQUIRED BUSINESS
    In  1991,  the  Company  purchased   certain  assets  and  assumed   certain
liabilities  from The  Mutual Benefit  Life Insurance  Company in Rehabilitation
(MBL). The  seller  transferred  to  the Company,  the  assets  and  liabilities
relating to the group life, accident and health, disability and dental insurance
business  of MBL. The acquisition was accounted  for as a purchase. The original
purchase price  of  the  acquisition  was  $318,000,000.  Subsequent  additional
payments  of $20,850,000 were made ending in 1994. These additional payments, as
well as  $126,515,000 of  the original  purchase price  represent the  estimated
present value of future profits on the lines of business acquired at the date of
acquisition  and have  been accounted for  as deferred  policy acquisition costs
(see Note 4).
 
                                      F-8
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
3.  INVESTMENTS
AVAILABLE-FOR-SALE SECURITIES
 
The following is a summary of the available-for-sale securities (in thousands):
 
<TABLE>
<CAPTION>
                                                              GROSS     GROSS
                                                 AMORTIZED   UNREALIZED UNREALIZED
                                                    COST       GAIN      LOSS    FAIR VALUE
                                                 ----------  --------  --------  ----------
<S>                                              <C>         <C>       <C>       <C>
December 31, 1997:
  Fixed maturities:
  Governments..................................  $  228,856  $ 8,698   $    30   $  237,524
  Public utilities.............................     121,128    4,217        13      125,332
  Industrial and miscellaneous.................   1,932,894   77,442     1,625    2,008,711
  Other........................................      42,711    1,637        --       44,348
                                                 ----------  --------  --------  ----------
  Total fixed maturities.......................   2,325,589   91,994     1,668    2,415,915
  Equity securities............................      88,719   24,769     3,656      109,832
                                                 ----------  --------  --------  ----------
    Total......................................  $2,414,308  $116,763  $ 5,324   $2,525,747
                                                 ----------  --------  --------  ----------
                                                 ----------  --------  --------  ----------
December 31, 1996:
Fixed maturities:
  Governments..................................  $  321,574  $ 3,418   $ 1,323   $  323,669
  Public utilities.............................      92,116    2,758       403       94,471
  Industrial and miscellaneous.................   1,656,420   38,413     6,527    1,688,306
  Other........................................       8,328      750        25        9,053
                                                 ----------  --------  --------  ----------
  Total fixed maturities.......................   2,078,438   45,339     8,278    2,115,499
  Equity securities............................      84,144   23,340     1,194      106,290
                                                 ----------  --------  --------  ----------
    Total......................................  $2,162,582  $68,679   $ 9,472   $2,221,789
                                                 ----------  --------  --------  ----------
                                                 ----------  --------  --------  ----------
</TABLE>
 
The amortized cost  and fair  value of available-for-sale  investments in  fixed
maturities  at December 31,  1997, by contractual maturity,  are shown below (in
thousands).
 
<TABLE>
<CAPTION>
                                                                        AMORTIZED
                                                                           COST     FAIR VALUE
                                                                        ----------  ----------
<S>                                                                     <C>         <C>
Due in one year or less...............................................  $   75,748  $   76,109
Due after one year through five years.................................     849,193     865,006
Due after five years through ten years................................     543,847     562,900
Due after ten years...................................................     856,801     911,900
                                                                        ----------  ----------
Total.................................................................  $2,325,589  $2,415,915
                                                                        ----------  ----------
                                                                        ----------  ----------
</TABLE>
 
Expected maturities will  differ from contractual  maturities because  borrowers
may  have  the right  to  call or  prepay obligations  with  or without  call or
prepayment penalties.
 
MORTGAGE LOANS
 
The  Company  has  issued  commercial  mortgage  loans  on  properties   located
throughout  the  United States.  Approximately 37%  of outstanding  principal is
concentrated in the states of New York, California and Florida, at December  31,
1997  as compared to concentrated interests in California, Texas and New York of
36% at December 31,  1996. Loan commitments  outstanding totaled $34,235,000  at
December 31, 1997.
 
INVESTMENTS ON DEPOSIT
 
The  Company  had  fixed  maturities carried  at  $2,548,000  and  $2,537,000 at
December 31, 1997 and 1996,  respectively, on deposit with various  governmental
authorities as required by law.
 
INVESTMENT IN MANAGED DENTAL INITIATIVE
 
In  1997, the Company  acquired a 99%  ownership in a  managed dental initiative
called Dental Health Alliance,  Inc. (DHA). Based on  an analysis of future  DHA
profitability,  the entire investment was written-off  at December 31, 1997. The
income statement  reflects $13,561,000  of general  and administrative  expenses
related to 1997 DHA losses and ownership write-off.
 
                                      F-9
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
3.  INVESTMENTS (CONTINUED)
NET UNREALIZED GAINS (LOSSES)
 
The  adjusted net unrealized gains (losses) recorded in shareholder's equity for
the year ended December 31 were as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                       1997       1996       1995
                                                                     ---------  ---------  ---------
<S>                                                                  <C>        <C>        <C>
Change in unrealized gains (losses) before adjustments.............  $  53,239  $ (83,065) $ 214,452
Adjustments:
Increase) decrease in amortization of deferred policy acquisition
 costs.............................................................     (2,096)     3,376     (9,789)
Deferred income taxes (expense) benefit............................    (18,820)    31,072    (71,632)
                                                                     ---------  ---------  ---------
Change in net unrealized gains (losses)............................     32,323    (48,617)   133,031
Net unrealized gains (losses), beginning of year...................     42,060     90,677    (42,354)
                                                                     ---------  ---------  ---------
Net unrealized gains, end of year..................................  $  74,383  $  42,060  $  90,677
                                                                     ---------  ---------  ---------
                                                                     ---------  ---------  ---------
</TABLE>
 
NET INVESTMENT INCOME AND NET REALIZED GAINS ON INVESTMENTS
 
Major categories of net investment income and realized gains on investments  for
each year were as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                       1997       1996       1995
                                                                     ---------  ---------  ---------
<S>                                                                  <C>        <C>        <C>
NET INVESTMENT INCOME
Fixed maturities...................................................  $ 160,444  $ 141,973  $ 139,062
Equity securities..................................................      9,306      6,682      2,026
Mortgage loans on real estate......................................     54,662     52,949     49,227
Policy loans.......................................................      4,144      3,195      2,797
Short-term investments.............................................      2,851      5,175     11,863
Real estate and other investments..................................      4,635      5,358      4,750
                                                                     ---------  ---------  ---------
                                                                       236,042    215,332    209,725
Expenses...........................................................     (7,318)    (9,309)    (6,188)
                                                                     ---------  ---------  ---------
                                                                     $ 228,724  $ 206,023  $ 203,537
                                                                     ---------  ---------  ---------
                                                                     ---------  ---------  ---------
NET REALIZED GAINS ON INVESTMENTS
Fixed maturities...................................................  $  13,827  $   3,334  $  50,393
Equity securities..................................................     26,760     18,281      2,830
Mortgage loans on real estate......................................        301       (144)      (242)
Short-term investments.............................................         --         57         (3)
Real estate and other investments..................................        213      4,203      2,102
                                                                     ---------  ---------  ---------
                                                                     $  41,101  $  25,731  $  55,080
                                                                     ---------  ---------  ---------
                                                                     ---------  ---------  ---------
</TABLE>
 
Proceeds  from  sales of  investments in  fixed maturities  were $3,360,682,000,
$2,652,887,000, and $2,000,068,000 in 1997,  1996 and 1995, respectively.  Gross
gains   of  $30,860,000,  $28,606,000  and   $61,070,000  and  gross  losses  of
$17,033,000, $25,272,000, and $10,677,000  were realized on  the sales in  1997,
1996 and 1995, respectively.
 
4.    DEFERRED POLICY ACQUISITION COSTS
    The  changes in deferred policy acquisition costs by product were as follows
(in thousands):
 
<TABLE>
<CAPTION>
                                                                 INTEREST
                                                               SENSITIVE AND
                                                 TRADITIONAL    INVESTMENT      ACCIDENT
                                                    LIFE         PRODUCTS      AND HEALTH     TOTAL
                                                 -----------  ---------------  -----------  ---------
<S>                                              <C>          <C>              <C>          <C>
Balance, January 1, 1996.......................   $  38,532      $ 170,840      $  28,137   $ 237,509
Acquisition costs deferred.....................          --         66,515             --      66,515
Acquisition costs amortized....................      (5,375)       (19,695)       (14,255)    (39,325)
Reduced amortization of deferred acquisition
 costs from unrealized losses on
 available-for-sale securities.................          --          3,376             --       3,376
                                                 -----------  ---------------  -----------  ---------
Balance, January 1, 1997.......................      33,157        221,036         13,882     268,075
Acquisition costs deferred.....................      37,857         31,837             --      69,694
Acquisition costs amortized....................     (20,738)       (14,501)        (8,692)    (43,931)
Increased amortization of deferred acquisition
 costs from unrealized gains on
 available-for-sale securities.................          --         (2,096)            --      (2,096)
                                                 -----------  ---------------  -----------  ---------
Balance, December 31, 1997.....................   $  50,276      $ 236,276      $   5,190   $ 291,742
                                                 -----------  ---------------  -----------  ---------
                                                 -----------  ---------------  -----------  ---------
</TABLE>
 
                                      F-10
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
4.    DEFERRED POLICY ACQUISITION COSTS (CONTINUED)
Included within total deferred policy acquisition costs at December 31, 1997  is
$10,434,000 of present value of future profits (PVP) resulting from acquisitions
accounted for as a purchase. All remaining PVP will be amortized in 1998.
 
During  1997,  1996  and  1995,  the Company  sold  portions  of  its investment
portfolio and  in accordance  with FASB  Statement 97,  the recognition  of  the
realized  net  capital gains  resulted  in additional  amortization  of deferred
acquisition costs  of  $732,000,  $1,894,000 and  $4,825,000,  respectively.  In
addition,  the Company recorded policyholder  dividends payable of $1,095,000 in
1995.
 
5.  PROPERTY AND EQUIPMENT
    A summary of property and equipment at December 31 for each year follows (in
thousands):
 
<TABLE>
<CAPTION>
                                                                                1997       1996
                                                                              ---------  ---------
<S>                                                                           <C>        <C>
Land........................................................................  $   1,900  $   1,900
Building and improvements...................................................     24,148     25,133
Furniture and equipment.....................................................     87,537     95,370
                                                                              ---------  ---------
                                                                                113,585    122,403
Less accumulated depreciation...............................................    (70,812)   (69,521)
                                                                              ---------  ---------
Net property and equipment..................................................  $  42,773  $  52,882
                                                                              ---------  ---------
                                                                              ---------  ---------
</TABLE>
 
6.  ACCIDENT AND HEALTH RESERVES
    Activity for the liability for unpaid accident and health claims and  claims
adjustment expenses is summarized as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                         YEAR ENDED DECEMBER 31
                                                                     -------------------------------
                                                                       1997       1996       1995
                                                                     ---------  ---------  ---------
<S>                                                                  <C>        <C>        <C>
Balance as of January 1, net of reinsurance recoverables...........  $ 947,711  $ 928,832  $ 838,810
Add: Incurred losses related to:
  Current year.....................................................    773,316    865,907    827,261
  Prior years......................................................    (59,634)   (64,094)   (28,520)
                                                                     ---------  ---------  ---------
    Total incurred losses..........................................    713,682    801,813    798,741
Deduct: Paid losses related to:
  Current year.....................................................    437,405    549,144    492,460
  Prior years......................................................    235,952    233,790    216,259
                                                                     ---------  ---------  ---------
    Total paid losses..............................................    673,357    782,934    708,719
                                                                     ---------  ---------  ---------
Balance as of December 31, net of reinsurance recoverables.........  $ 988,036  $ 947,711  $ 928,832
                                                                     ---------  ---------  ---------
                                                                     ---------  ---------  ---------
</TABLE>
 
The  table above compares  to the amounts  reported on the  balance sheet in the
following respects: (1) the  table above is presented  net of ceded  reinsurance
and  the accident and health reserves reported on the balance sheet are gross of
ceded reinsurance;  (2)  the  table above  includes  claims  adjustment  expense
liabilities  that are included in accrued expenses on the balance sheet; and (3)
the table above includes accident and health benefits payable which are included
with other policy claims and benefits payable reported on the balance sheet.
 
In each of the years presented above, the accident and health insurance line  of
business   experienced   overall  favorable   development  on   claims  reserves
established as of the previous year end. The favorable development was a  result
of  lower medical  costs due to  less uncertainty  in the health  business and a
reduction of loss reserves  due to lower than  anticipated inflation in  medical
costs.
 
Management  has incorporated the favorable  reserve development into its current
estimates of reserve  levels. Accordingly,  future development  on December  31,
1997 reserves is not expected to be as favorable as that experienced in the past
two years.
 
7.  FEDERAL INCOME TAXES
    The  Company reports its taxable income in a consolidated federal income tax
return along  with other  affiliated  subsidiaries of  Fortis, Inc.  Income  tax
expense  or credits are allocated among  the affiliated subsidiaries by applying
corporate income tax rates  to taxable income or  loss determined on a  separate
return basis according to a Tax Allocation Agreement.
 
Deferred  income  taxes reflect  the net  tax  effects of  temporary differences
between the basis of assets and liabilities for financial statement purposes and
for income tax purposes.
 
                                      F-11
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
7.  FEDERAL INCOME TAXES (CONTINUED)
The significant components of the Company's deferred tax liabilities and  assets
as of December 31, 1997 and 1996 are as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                                1997       1996
                                                                              ---------  ---------
<S>                                                                           <C>        <C>
Deferred tax assets:
  Separate account assets/liabilities.......................................  $  56,620  $  40,989
  Reserves..................................................................     43,143     51,271
  Claims and benefits payable...............................................     15,238      7,764
  Accrued liabilities.......................................................      8,785      8,439
  Investments...............................................................      4,795      2,648
  Other.....................................................................      3,042      1,549
                                                                              ---------  ---------
    Total deferred tax assets...............................................    131,623    112,660
 
Deferred tax liabilities:
  Deferred policy acquisition costs.........................................     72,369     67,850
  Unrealized gains..........................................................     39,015     20,402
  Fixed assets..............................................................      3,914      3,110
  Investments...............................................................      1,220      1,942
  Other.....................................................................         68      2,348
                                                                              ---------  ---------
    Total deferred tax liabilities..........................................    116,586     95,652
                                                                              ---------  ---------
    Net deferred tax asset..................................................  $  15,037  $  17,008
                                                                              ---------  ---------
                                                                              ---------  ---------
</TABLE>
 
The  Company is required to  establish a valuation allowance  for any portion of
the deferred tax  asset that management  believes will not  be realized. In  the
opinion  of management, it is more likely than not that the Company will realize
the benefit  of the  deferred  tax assets,  and,  therefore, no  such  valuation
allowance has been established.
 
The  Company's tax expense (benefit) for the  year ended December 31 is shown as
follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                         1997       1996       1995
                                                                       ---------  ---------  ---------
<S>                                                                    <C>        <C>        <C>
Current..............................................................  $  41,569  $  32,193  $  39,660
Deferred.............................................................     (6,449)    (1,094)   (11,769)
                                                                       ---------  ---------  ---------
                                                                       $  35,120  $  31,099  $  27,891
                                                                       ---------  ---------  ---------
                                                                       ---------  ---------  ---------
</TABLE>
 
Federal income tax payments and refunds resulted in net payments of $58,859,000,
$16,434,000, and $40,453,000 in 1997, 1996 and 1995, respectively.
 
The Company's effective income tax rate varied from the statutory federal income
tax rate as follows:
 
<TABLE>
<CAPTION>
                                                                         1997       1996       1995
                                                                       ---------  ---------  ---------
<S>                                                                    <C>        <C>        <C>
Statutory income tax rate............................................      35.0%      35.0%      35.0%
Other, net...........................................................        (.6)       (.2)      (0.9)
                                                                       ---------  ---------  ---------
                                                                           34.4%      34.8%      34.1%
                                                                       ---------  ---------  ---------
                                                                       ---------  ---------  ---------
</TABLE>
 
8.  ASSETS HELD IN SEPARATE ACCOUNTS
    Separate account assets at December 31 were as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                               1997        1996
                                                                            ----------  ----------
<S>                                                                         <C>         <C>
Premium and annuity considerations for the variable annuity products and
 variable universal life products for which the contract holder, rather
 than the Company, bears the investment risk..............................  $2,947,401  $2,344,474
Assets of the separate accounts owned by the Company, at fair value.......      31,221      30,244
                                                                            ----------  ----------
                                                                            $2,978,622  $2,374,718
                                                                            ----------  ----------
                                                                            ----------  ----------
</TABLE>
 
9.  REINSURANCE
    In the second quarter  of 1996, First Fortis  Life Insurance Company  (First
Fortis),  an  affiliate, received  approval from  the  New York  State Insurance
Department for a reinsurance  agreement with the  Company. The agreement,  which
became  effective  as  of January  1,  1996, decreased  First  Fortis' long-term
disability reinsurance retention from a $10,000 net monthly benefit to a  $2,000
net  monthly  benefit for  claims incurred  on  and after  January 1,  1996. The
Company has assumed $5,742,000  and $6,144,000 of premium  from First Fortis  in
1997  and 1996, respectively. The Company  has assumed $5,452,000 and $3,599,000
of reserves in 1997 and 1996, respectively, from First Fortis.
 
                                      F-12
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
9.  REINSURANCE (CONTINUED)
The maximum amount that the Company retains on any one life is $500,000 of  life
insurance  including  accidental  death.  Amounts  in  excess  of  $500,000  are
reinsured with other life insurance companies on a yearly renewable term basis.
 
Ceded reinsurance premiums for  the year ended December  31 were as follows  (in
thousands):
 
<TABLE>
<CAPTION>
                                                                          1997       1996       1995
                                                                        ---------  ---------  ---------
<S>                                                                     <C>        <C>        <C>
Life insurance........................................................  $   8,159  $   8,680  $   4,661
Accident and health insurance.........................................     13,712      6,793      3,410
                                                                        ---------  ---------  ---------
                                                                        $  21,871  $  15,473  $   8,071
                                                                        ---------  ---------  ---------
                                                                        ---------  ---------  ---------
</TABLE>
 
Recoveries  under reinsurance contracts  for the year ended  December 31 were as
follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                          1997       1996       1995
                                                                        ---------  ---------  ---------
<S>                                                                     <C>        <C>        <C>
Life insurance........................................................  $   2,973  $   7,225  $   2,489
Accident and health insurance.........................................     14,781      5,993      8,807
                                                                        ---------  ---------  ---------
                                                                        $  17,754  $  13,218  $  11,296
                                                                        ---------  ---------  ---------
                                                                        ---------  ---------  ---------
</TABLE>
 
Reinsurance ceded  would become  a liability  of the  Company in  the event  the
reinsurers  are unable  to meet  the obligations  assumed under  the reinsurance
agreement. To  minimize  its exposure  to  significant losses  from  reinsurance
insolvencies,  the Company evaluates  the financial condition  of its reinsurers
and monitors  concentrations  of credit  risk  arising from  similar  geographic
regions, activities or economic characteristics of the reinsurers.
 
10. DIVIDEND RESTRICTIONS
    Dividend  distributions  to  parent are  restricted  as to  amount  by state
regulatory requirements. The Company had $52,367,000 free from such restrictions
at December  31, 1997.  Distributions in  excess of  this amount  would  require
regulatory approval.
 
11. REGULATORY ACCOUNTING REQUIREMENTS
    Statutory-basis   financial  statements  are  prepared  in  accordance  with
accounting practices prescribed or  permitted by Minnesota insurance  regulatory
authorities.  Prescribed  statutory accounting  practices  include a  variety of
publications of the National Association of Insurance Commissioners ("NAIC"), as
well as  state laws,  regulations and  general administrative  rules.  Permitted
statutory  accounting  practices  encompass  all  accounting  practices  not  so
prescribed; such  practices may  differ from  state to  state, may  differ  from
company  to company within  a state, and may  change in the  future. The NAIC is
currently in  the  process of  codifying  statutory accounting  practices.  This
project,  which  is not  expected to  be  completed before  1999, may  result in
changes to the accounting  practices that insurance  enterprises use to  prepare
their statutory-basis financial statements.
 
Insurance  enterprises are required by State  Insurance Departments to adhere to
minimum risk-based  capital  ("RBC") requirements  developed  by the  NAIC.  The
Company exceeds the minimum RBC requirements.
 
                                      F-13
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
11. REGULATORY ACCOUNTING REQUIREMENTS (CONTINUED)
Reconciliations of net income and shareholder's equity on the basis of statutory
accounting  to the related amounts presented in the accompanying statements were
as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                           NET INCOME             SHAREHOLDER'S EQUITY
                                                 -------------------------------  --------------------
                                                   1997       1996       1995       1997       1996
                                                 ---------  ---------  ---------  ---------  ---------
<S>                                              <C>        <C>        <C>        <C>        <C>
Based on statutory accounting practices........  $  62,593  $  55,046  $  30,576  $ 528,671  $ 482,507
Deferred policy acquisition costs..............     25,763     27,190     15,100    291,742    268,075
Investment valuation differences...............       (497)    (2,219)       330     80,245     31,326
Deferred and uncollected premiums..............   (107,194)    (4,096)        --         --         --
Policy reserves................................     89,895    (19,873)   (29,238)  (150,649)  (131,159)
Commissions....................................     (3,171)    (1,639)
Current income taxes payable...................      6,450      2,386     (1,294)     3,712     (7,895)
Deferred income taxes..........................      6,449     (1,094)    11,769       (520)    17,008
Realized gains on investments..................        251      2,599      1,938         --         --
Realized gains transferred to the Interest
 Maintenance Reserve (IMR), net of tax.........      9,644      2,335     31,711         --         --
Amortization of IMR, net of tax................     (6,315)    (6,130)    (5,261)        --         --
Write-off of investment........................    (11,705)        --         --         --         --
Pension expense................................     (4,153)        --         --
Guaranty Funds.................................         --      3,023         --
Property and equipment.........................         --         --         --     15,520     20,481
Interest maintenance reserve...................         --         --         --     53,348     50,019
Asset valuation reserve........................         --         --         --     75,939     62,961
Other, net.....................................       (900)       664     (1,761)   (17,902)   (12,650)
                                                 ---------  ---------  ---------  ---------  ---------
As reported herein.............................  $  67,110  $  58,192  $  53,870  $ 880,106  $ 780,673
                                                 ---------  ---------  ---------  ---------  ---------
                                                 ---------  ---------  ---------  ---------  ---------
</TABLE>
 
12. TRANSACTIONS WITH AFFILIATED COMPANIES
    The Company receives various services from Fortis, Inc. and its  affiliates.
These  services  include assistance  in  benefit plan  administration, corporate
insurance,  accounting,  tax,  auditing,  investment  and  other  administrative
functions.  The fees  paid to  Fortis, Inc. for  these services  for years ended
December 31, 1997, 1996 and 1995, were $12,015,000, $13,319,000 and  $10,074,00,
respectively.
 
In  conjunction with the marketing of its variable annuity products, the Company
paid $72,105,000, $68,616,000 and $59,308,000  in commissions to its  affiliate,
Fortis  Investors, Inc., for the  years ended December 31,  1997, 1996 and 1995,
respectively.
 
Administrative expenses allocated for  the Company may be  greater or less  than
the  expenses that would be incurred if the Company were operating on a separate
company basis.
 
Fortis Information Technology (Fortis IT) is a business unit within the  Company
and  is managed by Fortis, Inc. Based  upon an agreement established with Fortis
Inc., over/under charges are  transferred annually to  Fortis, Inc. The  amounts
transferred  were $5,149,000 in 1997; $476,000 in 1996 and $0 in 1995. Effective
January 1, 1998, Fortis IT operations have been transferred to Fortis, Inc.
 
13. FAIR VALUE DISCLOSURES
 
VALUATION METHODS AND ASSUMPTIONS
 
The fair values for fixed maturity securities and equity securities are based on
quoted market  prices,  where  available.  For  fixed  maturity  securities  not
actively   traded,  fair  values  are   estimated  using  values  obtained  from
independent pricing  services  or,  in  the  case  of  private  placements,  are
estimated  by discounting expected future cash flows using a current market rate
applicable to the yield, credit quality, and maturity of the investments.
 
Mortgage loans  are reported  at unpaid  principal balance  less allowances  for
possible  losses.  The  fair  values  of  mortgage  loans  are  estimated  using
discounted cash flow analyses, using interest rates currently being offered  for
similar  loans to  borrowers with  similar credit  ratings. Mortgage  loans with
similar characteristics are aggregated for  purposes of the calculations. It  is
not  practicable to estimate the  fair value of policy  loans as repayment terms
are at  the discretion  of  the policyholder.  For short-term  investments,  the
carrying  amount is a reasonable estimate of fair value. The fair values for the
Company's policy reserves  under the  investment products  are determined  using
cash  surrender value.  As the  debt was underwritten  in the  current year, the
outstanding balance is a reasonable estimate of fair value.
 
                                      F-14
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
13. FAIR VALUE DISCLOSURES (CONTINUED)
The fair values under  all insurance contracts are  taken into consideration  in
the  Company's overall management of interest rate risk, such that the Company's
exposure to  changing  interest  rates  is minimized  through  the  matching  of
investment maturities with amounts due under insurance contracts.
 
<TABLE>
<CAPTION>
                                                                              (IN THOUSANDS)
                                                                               DECEMBER 31
                                                              ----------------------------------------------
                                                                       1997                    1996
                                                              ----------------------  ----------------------
                                                               CARRYING      FAIR      CARRYING      FAIR
                                                                AMOUNT      VALUE       AMOUNT      VALUE
                                                              ----------  ----------  ----------  ----------
<S>                                                           <C>         <C>         <C>         <C>
Assets:
  Investments:
    Securities available-for-sale:
      Fixed maturities......................................  $2,415,915  $2,415,915  $2,115,499  $2,115,499
      Equity securities.....................................     109,832     109,832     106,290     106,290
  Mortgage loans on real estate.............................     602,064     661,055     582,869     614,555
  Policy loans..............................................      68,566      68,566      60,722      60,722
  Short-term investments....................................      70,537      70,537     182,817     182,817
  Assets held in separate accounts..........................   2,978,622   2,978,622   2,374,718   2,371,601
Liabilities:
  Individual and group annuities (subject to discretionary
   withdrawal)..............................................  $  977,495  $  945,558  $  916,754  $  886,110
  Debt......................................................      26,433      26,433          --          --
</TABLE>
 
14. COMMITMENTS AND CONTINGENCIES
    The  Company is named  as a defendant  in a number  of legal actions arising
primarily from claims  made under  insurance policies. These  actions have  been
considered  in establishing policy benefit and loss reserves. Management and its
legal counsel are of the opinion that  the settlement of these actions will  not
have a material adverse effect on the Company's financial position or results of
operations.
 
15. RETIREMENT AND OTHER EMPLOYEE BENEFITS
    The  Company is an  indirect wholly-owned subsidiary  of Fortis, Inc., which
sponsors a defined benefit  pension plan covering  employees and certain  agents
who  meet eligibility requirements as to age and length of service. The benefits
are based on years  of service and career  compensation. Fortis, Inc.'s  funding
policy  is to contribute  annually the maximum  amount that can  be deducted for
federal income tax purposes, and to  charge each subsidiary an allocable  amount
based  on its employee census. Pension cost allocated to the Company amounted to
approximately $1,594,000, $1,354,000  and $1,179,000  for 1997,  1996 and  1995,
respectively.  As  of  January 1,  1997,  the Plan's  total  accumulated benefit
obligation determined in  accordance with ERISA  was approximately  $56,838,000.
This  amount was based on an assumed  interest rate of 8.00% and included vested
benefits of approximately $54,831,000. The fair market value of the Plan  assets
as of January 1, 1997 was approximately $60,004,000.
 
The  Company participates  in a contributory  profit sharing  plan, sponsored by
Fortis, Inc.,  covering  employees  and  certain  agents  who  meet  eligibility
requirements  as  to  age  and  length  of  service.  Benefits  are  payable  to
participants  on  retirement   or  disability  and   to  the  beneficiaries   of
participants  in the event  of death. The  first three percent  of an employee's
contribution  is  matched  200%  by   the  Company.  The  amount  expensed   was
approximately  $3,926,000,  $3,913,000 and  3,765,000 for  1997, 1996  and 1995,
respectively.
 
In addition to  retirement benefits,  the Company participates  in other  health
care  and life insurance  benefit plans ("postretirement  benefits") for retired
employees, sponsored  by Fortis,  Inc. Health  care benefits,  either through  a
Fortis  Inc.-sponsored retiree plan for retirees under  age 65 or through a cost
offset for individually purchased Medigap policies for retirees over age 65, are
available to employees  who retire on  or after January  1, 1993, at  age 55  or
older,  with 15  years or  more service.  Life insurance,  on a  retiree pay all
basis, is available to those who retire on or after January 1, 1993.
 
Net postretirement benefit costs  allocated to the Company  for the years  ended
December  31,  1997,  1996  and  1995  were  $304,000,  $290,000  and  $287,000,
respectively, and includes the expected cost of such benefits for newly eligible
or vested employees, interest  cost, gains and  losses arising from  differences
between  actuarial assumptions  and actual  experience, and  amortization of the
transition  obligation.  The  Company  made   contributions  to  the  plans   of
approximately  $20,000, $8,000 and  $0 in 1997, 1996  and 1995, respectively, as
claims were incurred.
 
At December 31, 1997  and 1996, the  unfunded postretirement benefit  obligation
for retirees and other fully eligible or vested plan participants was $1,148,000
and   $844,000,  respectively.  The  discount   rate  used  in  determining  the
accumulated postretirement benefit  obligation was  7.5%. The  health care  cost
trend  rate for those under age 65 was  12.8%, graded to 5.5% over 26 years. The
health care cost trend rate for those over age 65 was 12.0%, graded to 6.2% over
26 years.
 
                                      F-15
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
16. DEBT
    The following is a summary of the debt at December 31, 1997 (in thousands):
 
<TABLE>
<S>                                                                                     <C>
Mortgage note bearing a floating interest rate of 200 basis points over LIBOR, (5.84%
 at December 31, 1997) adjustable every six months, principal and interest due
 monthly, matures July 2001...........................................................  $   3,150
Mortgage note bearing a floating interest rate of 225 basis points over LIBOR (5.84%
 at December 31, 1997) adjustable every six months, principal and interest due
 monthly, balloon payment due July 1998...............................................     18,100
Mortgage note bearing interest at 7.60%, principal and interest due monthly, matures
 October 2002.........................................................................      5,183
                                                                                        ---------
                                                                                        $  26,433
                                                                                        ---------
                                                                                        ---------
</TABLE>
 
Maturities of the debt as of December 31, 1997 are as follows (in thousands):
 
<TABLE>
<S>                                                                                     <C>
1998..................................................................................  $  18,222
1999..................................................................................        126
2000..................................................................................        136
2001..................................................................................      3,119
2002..................................................................................      4,830
                                                                                        ---------
                                                                                           26,433
                                                                                        ---------
                                                                                        ---------
</TABLE>
 
These mortgage  notes  are collateralized  by  certain real  estate  investments
included in real estate and other investments in the balance sheet.
 
Interest  expense paid by the Company during 1997 on this debt was approximately
$1,075,000.
 
17. YEAR 2000 ISSUES (UNAUDITED)
    The Year 2000 issue is the  result of computer programs having been  written
using  two digits  rather than  four to  define a  year. Any  programs that have
time-sensitive software may recognize a date using "00" as the year 1900  rather
than 2000. This could result in the failure of major systems or miscalculations,
which  could have a material impact on the  operations of the Company and any of
its businesses  or  subsidiaries. All  of  the Company's  major  businesses  are
heavily  dependent  upon internal  computer systems,  and many  have significant
interaction with systems of third parties.
 
A comprehensive review of the Company's computer systems and business  processes
has  been conducted to identify the major  systems that could be affected by the
Year 2000  issue.  Steps are  being  taken  to resolve  any  potential  problems
including  modification to existing  software and the  purchase of new software.
These measures are scheduled to be completed  and tested on a timely basis.  The
Company's goal is to complete internal remediation and testing of each system by
early 1999.
 
Factors  that could influence the  total costs to be  incurred by the Company in
connection with  the Year  2000 issue  include  the ability  of the  Company  to
successfully  identify systems containing  two-digit year codes,  the nature and
amount of programming required to fix  the affected programs, the related  labor
and consulting costs for such remediation, and the ability of third parties that
interface with the Company to successfully address their Year 2000 issues.
 
The  Company is evaluating the  Year 2000 readiness of  advisors and other third
parties whose system failures could have an impact on the Company's  operations.
The potential materiality of any such impact is not entirely known at this time.
The  Company  is  closely  monitoring these  entities  to  avoid  any unforeseen
circumstances.
 
                                      F-16
<PAGE>
                 (This page has been left blank intentionally.)
<PAGE>
   
                                   APPENDIX A
                       SAMPLE DEATH BENEFIT CALCULATIONS
                       (FOR CONTRACTS ISSUED ON AND AFTER
                 MAY 1, 1997 WITH ENHANCED DEATH BENEFIT RIDER)
    
 
<TABLE>
<CAPTION>
DATE OF DEATH IS THE 3RD CONTRACT ANNIVERSARY:                                                         EXAMPLE 1    EXAMPLE 2
                                                                                                      -----------  -----------
<S>        <C>                                                                                        <C>          <C>
a.         Net Purchase Payments Made Prior to Date of Death, accumulated at 3.0%...................   $  20,000    $  20,000
b.         Contract Value on Date of Death..........................................................   $  17,000    $  25,000
Death Benefit is larger of a, and b.................................................................   $  20,000    $  25,000
</TABLE>
 
<TABLE>
<CAPTION>
DATE OF DEATH IS THE 8TH CONTRACT ANNIVERSARY:                                                EXAMPLE 3    EXAMPLE 4    EXAMPLE 5
                                                                                             -----------  -----------  -----------
<S>        <C>                                                                               <C>          <C>          <C>
a.         Net Purchase Payments Made Prior to Date of Death, accumulated at 3.0%..........   $  20,000    $  20,000    $  20,000
b.         Contract Value on 5th Contract Anniversary......................................   $  15,000    $  30,000    $  30,000
c.         Contract Value on Date of Death.................................................   $  17,000    $  25,000    $  35,000
Death Benefit is larger of a, b, and c.....................................................   $  20,000    $  30,000    $  35,000
</TABLE>
 
<TABLE>
<CAPTION>
DATE OF DEATH IS THE 13TH CONTRACT ANNIVERSARY:                                               EXAMPLE 6    EXAMPLE 7    EXAMPLE 8
                                                                                             -----------  -----------  -----------
<S>        <C>                                                                               <C>          <C>          <C>
a.         Net Purchase Payments Made Prior to Date of Death, accumulated at 3.0%..........   $  20,000    $  20,000    $  20,000
b.         Contract Value on 10th Contract Anniversary.....................................   $  15,000    $  40,000    $  40,000
c.         Contract Value on Date of Death.................................................   $  17,000    $  30,000    $  50,000
Death Benefit is larger of a, b, and c.....................................................   $  20,000    $  40,000    $  50,000
</TABLE>
 
                                      A-1
<PAGE>
                 (This page has been left blank intentionally.)
 
                                      A-2
<PAGE>
                                   APPENDIX B
                      EXPLANATION OF EXPENSE CALCULATIONS
 
The expense for a given year is calculated by multiplying the projected
beginning of the year policy value by the total expense rate. The total expense
rate is the sum of the variable account expense rate plus the total Series Fund
expense rate plus the annual administrative charge rate.
 
The policy values are projected by assuming a single payment of $1,000 grows at
an annual rate equal to 5% reduced by the total expense rate described above.
 
For example, the 3 year expense for the Growth Stock Series, is calculated as
follows:
 
   
<TABLE>
<C>        <S>                                                                                                 <C>        <C>
          --------------------------------------------------------------------------------------------------------------
           Total Variable Account Annual Expenses                                                                  1.35%
          --------------------------------------------------------------------------------------------------------------
    +      Total Series Fund Operating Expenses                                                                      .66
          --------------------------------------------------------------------------------------------------------------
    +      Annual Administrative Charge Rate (See Below)                                                             .05
          --------------------------------------------------------------------------------------------------------------
    =      Total Expense Rate                                                                                       2.06
          --------------------------------------------------------------------------------------------------------------
</TABLE>
    
 
   
The Annual Administrative Charge Rate is calculated by dividing the total Annual
Contract Charges we collected in 1997 by the average policy value in force in
1997.
    
 
   
Year 1 Beginning Policy Value = $1000.00
Year 1 Expense = 1000.00 X .0206 = $20.61
    
 
   
Year 2 Beginning Policy Value = $1029.39
Year 2 Expense = 1,029.39 X .0206 = $21.22
    
 
   
Year 3 Beginning Policy Value = $1059.64
Year 3 Expense = 1,059.64 X .0206 = $21.84
    
 
   
So the cumulative expenses for years 1-3 for the Growth Stock Series are equal
to $20.61 + $21.22 + $21.84 = $63.67
    
 
If the contract is surrendered, the surrender charge is the surrender charge
percentage times the purchase payment minus the 10% free withdrawal amount:
 
<TABLE>
<S>                      <C>        <C>            <C>        <C>                <C>        <C>
   Surrender Charge                   (Initial                    10% Free                    Surrender
      Percentage             X         Premium         -         Withdrawal)         =          Charge
         0.05                X       (  $1000.00       -        $100.00     )        =          $45.00
</TABLE>
 
   
So the total expense if surrendered is $63.67 + $45.00 = $108.67
    
 
                                      B-1
<PAGE>
                 (This page has been left blank intentionally.)
 
                                      B-2
<PAGE>
 
<TABLE>
<S>              <C>
   BULK RATE
 U.S. POSTAGE
</TABLE>
 
FORTIS-R-
<TABLE>
<S>              <C>
     PAID
PERMIT NO. 3794
</TABLE>
 
FORTIS FINANCIAL GROUP
<TABLE>
<S>              <C>
MINNEAPOLIS, MN
</TABLE>
P.O. BOX 64284
ST. PAUL, MN 55164
 
PROSPECTUS
   
MAY 1, 1998
    
<PAGE>
   
FORTIS
OPPORTUNITY+
VARIABLE
ANNUITY
    
Individual Flexible
Premium Deferred
Variable Annuity Contract
 
   
PROSPECTUS DATED
May 1, 1998
    
 
FORTIS-R-
 
   
FORTIS BENEFITS INSURANCE COMPANY
MAILING ADDRESS:            STREET ADDRESS:            PHONE:
P.O. BOX 64272              500 BIELENBERG DRIVE       1-800-800-2000
ST. PAUL, MN 55164          WOODBURY, MN 55125         (EXTENSION 3057)
 
    
 
This Prospectus describes an individual flexible premium deferred variable
annuity contract ("Contract") issued by Fortis Benefits Insurance Company
("Fortis Benefits"). The minimum initial or subsequent purchase payment is
generally $50.
 
   
The Contract allows you to accumulate funds on a tax-deferred basis. Contract
Owners may elect a guaranteed interest accumulation option through Fortis
Benefits' Fixed Account or a variable return accumulation option through
Variable Account D (the "Separate Account") of Fortis Benefits Insurance
Company, or a combination of these two options. Under the variable rate
accumulation option, Contract Owners can choose among the following investment
portfolios of the Fortis Series Fund, Inc. (the "Portfolios"):
    
 
   
<TABLE>
<S>                                       <C>
Money Market Series                       S&P 500 Index Series
U.S. Government Securities Series         Blue Chip Stock Series
Diversified Income Series                 International Stock Series
Global Bond Series                        Mid Cap Stock Series
High Yield Series                         Small Cap Value Series
Global Asset Allocation Series            Global Growth Series
Asset Allocation Series                   Large Cap Growth Series
Value Series                              Growth Stock Series
Growth & Income Series                    Aggressive Growth Series
</TABLE>
    
 
   
The accompanying Prospectus for the Portfolios describes the investment
objectives, policies and risks of each of the Portfolios.
    
 
The Contract provides several different types of retirement and death benefits
to Contract Owners, Annuitants or their Beneficiaries, including fixed and
variable annuity income options. Contract Owners may, under certain
circumstances, make partial surrenders of the Contract Value or may totally
surrender the Contract for its Cash Surrender Value.
 
   
You have the right to examine a Contract for ten days (or longer in some states)
from the time you receive the Contract and return it for a refund of the
Contract Value. However, if applicable state law so requires, the full amount of
the purchase payments received by Fortis Benefits will be refunded.
    
 
   
This Prospectus gives prospective investors information about the Contract that
they should know before investing. This Prospectus must be accompanied by a
current Prospectus for the Portfolios. All of the 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 21 of this Prospectus.
    
 
THESE CONTRACTS ARE NOT OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK,
CREDIT UNION, BROKER-DEALER OR OTHER FINANCIAL INSTITUTION. THEY ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD, OR ANY OTHER AGENCY; AND INVOLVE INVESTMENT RISKS, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL.
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
   
99184 (5/98)
    
<PAGE>
TABLE OF CONTENTS
 
   
<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>
SPECIAL TERMS USED IN THIS PROSPECTUS.....................................     3
INFORMATION CONCERNING FEES AND CHARGES...................................     4
SUMMARY...................................................................     6
FORTIS BENEFITS AND THE SEPARATE ACCOUNT..................................     9
    - Fortis Benefits/Fortis Financial Group Member.......................     9
    - The Separate Account................................................     9
    - The Portfolios......................................................     9
ACCUMULATION PERIOD.......................................................    10
    - Issuance of a Contract and Purchase Payments........................    10
    - Contract Value......................................................    10
    - Allocation of Purchase Payments and Contract Value..................    11
    - Total and Partial Surrenders........................................    11
    - Benefit Payable on Death of Contract Owner (or Annuitant)...........    12
    - Contract Loans (Section 403(b) Contracts Only)......................    12
THE ANNUITY PERIOD........................................................    13
    - Annuity Commencement Date...........................................    13
    - Commencement of Annuity Payments....................................    13
    - Relationship Between Subaccount Investment Performance and Amount of
      Variable Annuity Payments...........................................    14
    - Annuity Forms.......................................................    14
    - Death of Annuitant or Other Payee...................................    14
CHARGES AND DEDUCTIONS....................................................    14
    - Premium Taxes.......................................................    14
    - Annual Administrative Charge........................................    15
    - Charges Against the Separate Account................................    15
    - Surrender Charge....................................................    15
    - Nursing Care/Hospitalization Waiver of Surrender Charges............    16
    - Miscellaneous.......................................................    16
    - Reduction of Charges................................................    16
FIXED ACCOUNT.............................................................    16
    - General Description.................................................    16
    - Fixed Account Value.................................................    16
    - Fixed Account Transfers, Total and Partial Surrenders...............    16
GENERAL PROVISIONS........................................................    17
    - The Contract........................................................    17
    - Postponement of Payments............................................    17
    - Misstatement of Age or Sex and Other Errors.........................    17
    - Assignment and Ownership Rights.....................................    17
    - Beneficiary.........................................................    17
    - Reports.............................................................    17
RIGHTS RESERVED BY FORTIS BENEFITS........................................    17
DISTRIBUTION..............................................................    18
FEDERAL TAX MATTERS.......................................................    18
VOTING PRIVILEGES.........................................................    20
STATE REGULATION..........................................................    21
LEGAL MATTERS.............................................................    21
CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION...........................    21
APPENDIX A--Sample Death Benefit Calculations.............................   A-1
APPENDIX B--Explanation of Expense Calculations...........................   B-1
</TABLE>
    
 
THE CONTRACTS ARE NOT AVAILABLE IN ALL STATES. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT
LAWFULLY BE MADE. FORTIS BENEFITS DOES NOT AUTHORIZE ANY INFORMATION OR
REPRESENTATION REGARDING THE OFFERING DESCRIBED IN THIS PROSPECTUS WHICH IS NOT
INCLUDED IN THIS PROSPECTUS, THE RELATED STATEMENT OF ADDITIONAL INFORMATION, OR
ANY SUPPLEMENTS THERETO OR IN ANY SUPPLEMENTAL SALES MATERIAL AUTHORIZED BY
FORTIS BENEFITS.
<PAGE>
SPECIAL TERMS USED IN THIS PROSPECTUS
 
   
<TABLE>
<S>                      <C>
ACCUMULATION PERIOD      The time period under a Contract between the Contract Date and the Annuity Period.
ACCUMULATION UNIT        A unit of measure used to calculate the interest of the Contract Owner in the Separate
                         Account during the Accumulation Period.
ANNUITANT                A person during whose life annuity payments are to be made by Fortis Benefits under
                         the Contract. The Annuitant is the person named in the application for the Contract.
                         If such person dies before the Annuity Commencement Date and there is an additional
                         annuitant named in the application, the additional annuitant shall become the
                         Annuitant. If there is no named additional annuitant, or the additional annuitant has
                         predeceased the annuitant who is named in the application, the Contract Owner, if he
                         or she is a natural person, shall become the Annuitant.
ANNUITY COMMENCEMENT     The date on which the Annuity Period commences.
  DATE
ANNUITY PERIOD           The time period following the Accumulation Period, during which annuity payments are
                         made by Fortis Benefits.
ANNUITY UNIT             A unit of measurement used to calculate variable annuity payments.
BENEFICIARY              The person entitled to receive benefits under the terms of the Contract.
CASH SURRENDER VALUE     The amount payable to the Contract Owner on surrender of the Contract after deduction
                         of all applicable charges.
CONTRACT OWNER           The person named in the application as the Contract Owner, or any successor Contract
                         Owner. Unless otherwise named, the Annuitant is the Contract Owner.
CONTRACT DATE            The date on which the Contract was issued. Contract years are measured from the
                         Contract Date.
CONTRACT VALUE           The sum of the Fixed Account Value and the Separate Account Value.
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.
GENERAL ACCOUNT          All assets of Fortis Benefits other than those in the Separate Account, or in any
                         other legally segregated separate account established by Fortis Benefits.
HOME OFFICE              Our office at 500 Bielenberg Drive, Woodbury, Minnesota 55125; 1-800-800-2638 (Ext.
                         3057); Mailing address: P.O. Box 64272, St. Paul, Minnesota 55164.
NET PURCHASE PAYMENT     The gross amount of a purchase payment less any applicable premium taxes or similar
                         governmental assessments.
NON-QUALIFIED CONTRACTS  Contracts that do not qualify for the special federal income tax treatment applicable
                         in connection with certain retirement plans.
PORTFOLIO                Each separate investment portfolio available for investment by the Separate Account.
QUALIFIED CONTRACTS      Contracts that are qualified for the special federal income tax treatment applicable
                         in connection with certain retirement plans.
SEPARATE ACCOUNT         The segregated asset account referred to as Variable Account D of Fortis Benefits
                         Insurance Company established to receive and invest purchase payments made under
                         Contracts.
SEPARATE ACCOUNT VALUE   The amount of your Contract Value in the Subaccounts of the Separate Account.
SUBACCOUNTS              The several Subaccounts of the Separate Account, each of which invests its assets in a
                         different Portfolio.
VALUATION DATE           Each business day of Fortis Benefits except, with respect to any Subaccount, days on
                         which the related Portfolio does not value its shares. Generally, the Portfolios value
                         their shares on each day the New York Stock Exchange is open.
VALUATION PERIOD         The period that starts at the close of regular trading on the New York Stock Exchange
                         on a Valuation Date and ends at the close of regular trading on the exchange on the
                         next succeeding Valuation Date.
VARIABLE ANNUITY OPTION  An annuity option under which Fortis Benefits promises to pay the Annuitant or any
                         other properly designated payee one or more payments which vary in amount in
                         accordance with the net investment experience of the Subaccounts selected by the
                         Annuitant.
WRITTEN REQUEST          A written, signed and dated request, in form and substance satisfactory to Fortis
                         Benefits and received at our Home Office.
</TABLE>
    
 
                                       3
<PAGE>
 
 INFORMATION CONCERNING FEES AND CHARGES
 
 CONTRACT OWNER TRANSACTION EXPENSES
 
<TABLE>
<S>                                                 <C>
Front End Sales Charge Imposed on Purchases.......         0%
Maximum Surrender Charge for Sales Expenses (as a
 percentage of purchase payments).................         5%(1)
</TABLE>
 
<TABLE>
<CAPTION>
 YEARS SINCE
   DATE OF         AMOUNT OF
   PAYMENT          CHARGE
- --------------  ---------------
<S>             <C>
 Less than 5               5%
  5 or more                0%
</TABLE>
 
   
<TABLE>
<S>                                                 <C>
       Other Surrender Fees.......................         0%
       Exchange Fee...............................         0%
       Charge for Each 403(b) Contract Loan.......  $     100
 ANNUAL CONTRACT ADMINISTRATION CHARGE............  $      30   (2)
 
 SEPARATE ACCOUNT ANNUAL EXPENSES
  (AS A PERCENTAGE OF AVERAGE ACCOUNT VALUE)
       Mortality and Expense Risk Charge..........        1.25  %
       Separate Account Administrative Charge.....         .10  %
                                                          ---
         Total Separate Account Annual Expenses...        1.35  %
</TABLE>
    
 
 --------------------------------
 (1) This charge does not apply in certain cases such as partial surrenders
     each year of up to 10% of "new purchase payments" as defined under the
     heading "surrender charge" or, payment of a death benefit.
 
 (2) This charge, which is otherwise applied at each Contract anniversary and
     total surrender of the Contract, will not be charged during the
     Accumulation Period if the Contract Value as of such anniversary or
     surrender is $25,000 or more. Currently, Fortis Benefits waives this
     charge during the Annuity Period. This charge is also subject to any
     applicable limitations under the law of any state.
 
   
 PORTFOLIO ANNUAL EXPENSES (a)
    
 
   
<TABLE>
<CAPTION>
FBIC AND FIRST FORTIS
<S>                             <C>      <C>          <C>           <C>      <C>      <C>          <C>          <C>      <C>
                                             US                                         GLOBAL
                                MONEY    GOVERNMENT   DIVERSIFIED   GLOBAL    HIGH      ASSET        ASSET               GROWTH &
                                MARKET   SECURITIES     INCOME       BOND    YIELD    ALLOCATION   ALLOCATION   VALUE     INCOME
                                ------   ----------   -----------   ------   ------   ----------   ----------   ------   --------
Investment Advisory and
 Management Fee...............  0.30%      0.47%        0.47%       0.75%    0.50%      0.90%        0.48%      0.70%     0.65%
Other Expenses................  0.08%      0.07%        0.08%       0.35%    0.12%      0.26%        0.05%      0.13%     0.05%
Total Series Fund Operating
 Expenses.....................  0.38%      0.54%        0.55%       1.10%    0.62%      1.16%        0.53%      0.83%     0.70%
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                                            SMALL             LARGE
                                           BLUE                    MIDCAP    CAP               CAP
                                S&P 500    CHIP    INTERNATIONAL   STOCK    VALUE    GLOBAL   GROWTH   GROWTH   AGGRESSIVE
                                 INDEX    STOCK        STOCK       SERIES   SERIES   GROWTH   SERIES   STOCK      GROWTH
                                -------   ------   -------------   ------   ------   ------   ------   ------   ----------
<S>                             <C>       <C>      <C>             <C>      <C>      <C>      <C>      <C>      <C>
Investment Advisory and
 Management Fee...............   0.40%    0.90%           0.85%    0.90%    0.90%    0.70%    0.90%    0.61%       0.69%
Other Expenses................   0.11%    0.12%           0.23%    0.20%    0.20%    0.09%    0.20%    0.05%       0.07%
Total Series Fund Operating
 Expenses.....................   0.51%    1.02%           1.08%    1.10%    1.10%    0.79%    1.10%    0.66%       0.76%
</TABLE>
    
 
 --------------------------------
   
 (a) As a percentage of Portfolio average net assets based on 1997 historical
     data except that for Small Cap Value Series, Mid Cap Value Series and
     Large Cap Growth Series these amounts are based upon estimates for their
     current fiscal year.
    
 
                                       4
<PAGE>
 
 EXAMPLES*
 
 If you SURRENDER your Contract in full at the end of any of the time periods
 shown below, you would pay the following cumulative expenses on a $1,000
 investment, assuming a 5% annual return on assets:
 
   
<TABLE>
<CAPTION>
IF ALL AMOUNTS ARE INVESTED IN ONE PORTFOLIO:                   1 YEAR       3 YEARS      5 YEARS     10 YEARS
                                                              -----------  -----------  -----------  -----------
<S>                                                           <C>          <C>          <C>          <C>
Money Market Series.........................................   $      63    $     101    $     141    $     209
U.S. Government Securities Series...........................          65          106          149          225
Diversified Income Series...................................          65          106          150          226
Global Bond Series..........................................          70          123          178          282
High Yield Series...........................................          65          108          153          234
Global Asset Allocation Series..............................          71          126          183          294
Asset Allocation Series.....................................          65          105          149          224
Value Series................................................          68          114          164          255
Growth & Income Series......................................          66          111          157          242
S&P 500 Index Series........................................          64          105          148          222
Blue Chip Stock Series......................................          69          120          174          274
International Stock Series..................................          70          122          177          280
Mid Cap Stock Series........................................          70          123          178          282
Small Cap Value Series......................................          70          123          178          282
Global Growth Series........................................          67          113          162          251
Large Cap Growth Series.....................................          70          123          178          282
Growth Stock Series.........................................          66          109          155          238
Aggressive Growth Series....................................          67          112          160          248
</TABLE>
    
 
 If you COMMENCE AN ANNUITY payment option, or do NOT surrender your Contract,
 you would pay the following cumulative expenses on a $1,000 investment,
 assuming a 5% annual return on assets:
 
   
<TABLE>
<CAPTION>
IF ALL AMOUNTS ARE INVESTED IN ONE PORTFOLIO:                   1 YEAR       3 YEARS      5 YEARS     10 YEARS
                                                              -----------  -----------  -----------  -----------
<S>                                                           <C>          <C>          <C>          <C>
Money Market Series.........................................   $      18    $      56    $      96    $     209
U.S. Government Securities Series...........................          20           61          104          225
Diversified Income Series...................................          20           61          105          226
Global Bond Series..........................................          25           78          133          282
High Yield Series...........................................          20           63          108          234
Global Asset Allocation Series..............................          26           81          138          294
Asset Allocation Series.....................................          20           60          104          224
Value Series................................................          23           69          119          255
Growth & Income Series......................................          21           66          112          242
S&P 500 Index Series........................................          19           60          103          222
Blue Chip Stock Series......................................          24           75          129          274
International Stock Series..................................          25           77          132          280
Mid Cap Stock Series........................................          25           78          133          282
Small Cap Value Series......................................          25           78          133          282
Global Growth Series........................................          22           68          117          251
Large Cap Growth Series.....................................          25           78          133          282
Growth Stock Series.........................................          21           64          110          238
Aggressive Growth Series....................................          22           67          115          248
</TABLE>
    
 
 --------------------------
 
   
     * For purposes of these examples, the effect of the annual Contract
       administration charge has been computed based on the average total
       Contract Value of all outstanding Contracts during the year ended
       December 31, 1997 and the total actual amount of annual Contract
       administration charges collected during the year.
    
 
                        --------------------------------
 
 THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
 EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
 
   
 The foregoing tables and examples, prescribed by the SEC, are included to
 assist Contract Owners in understanding the transaction and operating expenses
 imposed directly or indirectly under the Contracts and the Portfolios. Amounts
 for state premium taxes or similar assessments will also be deducted, where
 applicable.
    
 
 See Appendix B for an explanation of the calculation set forth above.
 
                                       5
<PAGE>
SUMMARY
 
The following summary should be read in conjunction with the detailed
information in this Prospectus. This Prospectus generally describes only the
portion of the Contract involving the Separate Account. For a brief description
of Fortis Benefits' Fixed Account, please refer to the heading "Fixed Account"
in this Prospectus. Variations from the information appearing in this Prospectus
due to requirements particular to your state are described in supplements which
are attached to this Prospectus, or in endorsements to the Contract, as
appropriate.
 
The Contract is designed to provide individuals with retirement benefits through
the accumulation of Net Purchase Payments on a fixed or variable basis, and by
the application of such accumulations to provide fixed or variable annuity
payments.
 
"We," "our," and "us" mean Fortis Benefits Insurance Company. "You" and "your"
mean a reader of this Prospectus who is contemplating making purchase payments
or taking any other action in connection with a Contract.
 
PURCHASE PAYMENTS
For individual Contracts, each initial or subsequent purchase payment must be at
least $50. For contracts issued in connection with a benefit plan covering
employees, the initial and subsequent purchase payments under each Contract must
at all times average at least $50 and in no case be less than $25. No additional
purchase payments are required, if the Contract Value is at least $500 by the
end of the first Contract year and at least $1,000 by the end of second Contract
year and at all times thereafter. See "Issuance of a Contract and Purchase
Payments."
 
On the Contract Date, the initial purchase payment is allocated, as specified by
the Contract Owner in the Contract application, among one or more of the
Subaccounts of the Separate Account, or to the Fixed Account, or to both.
Subsequent purchase payments are allocated in the same way, or pursuant to
different allocation percentages that the Contract Owner may subsequently
request.
 
SEPARATE ACCOUNT INVESTMENT OPTIONS
   
Each of the Subaccounts of the Separate Account invests in shares of a
corresponding Portfolio. The investment objective of each of the Subaccounts of
the Separate Account and that of the corresponding Portfolio is the same.
    
 
Contract Value in each of the Subaccounts of the Separate Account will vary to
reflect the investment experience of each of the corresponding Series, as well
as deductions for certain charges.
 
   
Each Portfolio has a separate and distinct investment objective and is managed
by Fortis Advisers, Inc. or a subadviser of Fortis Advisers, Inc. For providing
investment management services to the Portfolios, Fortis Advisers, Inc. receives
fees from Fortis Series based on the average daily net assets of each Portfolio.
The Portfolios also bear most of their other expenses. A full description of the
Portfolios and their investment objectives, policies and risks can be found in
the current Prospectus for the Portfolios, which accompanies this Prospectus,
and the Portfolios' Statement of Additional Information, which is available upon
request from Fortis Benefits at the address and phone number on the cover of
this prospectus.
    
 
TRANSFERS
During the Accumulation Period, you can transfer all or part of your Contract
Value from one Subaccount to another or into the Fixed Account. Additionally,
during the accumulation period we may, in our discretion, permit a continuing
request for transfers of specified amounts automatically on a periodic basis.
There is currently no charge for any of these transfers. We reserve the right to
restrict the frequency of or otherwise condition, terminate, or impose charges
upon, transfers from a Subaccount during the Accumulation Period. During the
Annuity Period the person receiving annuity payments may make up to four
transfers (but not from a Fixed Annuity Option) during each year of the Annuity
Period. For a description of certain limitations on transfer rights, see
"Allocations of Purchase Payments and Contract Values--Transfers."
 
TOTAL OR PARTIAL SURRENDERS
All or part of the Contract Value of a Contract may be surrendered by the
Contract Owner before the earlier of the Annuitant's death or the Annuity
Commencement Date. Amounts surrendered may be subject to a surrender charge and
total surrenders may not be made without application of the annual
administrative charge if the Contract Value is less than $25,000. See "Total and
Partial Surrenders," "Surrender Charge" and "Annual Administrative Charge."
Particular attention should be paid to the tax implications of any surrender,
including possible penalties for premature distributions. See "Federal Tax
Matters."
 
LOANS UNDER CERTAIN QUALIFIED CONTRACTS
If a Contract is qualified under Section 403(b) of the Internal Revenue Code,
Contract Owners may take out loans from Fortis Benefits during the Accumulation
Period. There are limits on the amount of such loans, and the loan will be
secured by the Contract. Principal and interest on a loan must in most cases be
paid over a five year period, and failure to make these payments may have
adverse tax consequences. For a more detailed discussion of these and other
terms and conditions of Contract loans, see "Accumulation Period--Contract Loans
(Section 403(b) Qualified Contracts Only)."
 
CHARGES AND DEDUCTIONS
Fortis Benefits deducts daily charges at a rate of 1.25% per annum of the value
of the average net assets in the Separate Account for the mortality and expense
risks it assumes and .10% per annum of the value of the average net assets in
the Separate Account to cover certain administrative expenses. See "Mortality
and Expense Risk Charge" and "Administrative Expense Charge" under the heading
"Charges Against the Separate Account."
 
In order to permit investment of the entire Net Purchase Payment, Fortis
Benefits does not deduct sales charges at the time of investment. However, a
surrender charge is imposed on certain total or partial surrenders of the
Contract to help defray expenses relating to the sale of the Contract, including
commissions to registered representatives and other promotional expenses.
Certain amounts may be surrendered without the imposition of any surrender
charge. The amount of such charge-free surrender depends on how recently the
purchase payments to which the surrender relates were made. The aggregate
surrender charges will never exceed 5% of the purchase payments made to date.
 
   
There is also an annual administrative charge each year for Contract
administration and maintenance. This charge is $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
 
                                       6
<PAGE>
Contract. In jurisdictions where such taxes or assessments are imposed at the
time of annuitization, we will deduct a charge for such amounts at that time.
 
ANNUITY PAYMENTS
The Contract provides several types of annuity benefits to Annuitants or their
Beneficiaries, including Fixed and Variable Annuity Options. The Contract Owner
has considerable flexibility in choosing the Annuity Commencement Date. However,
the tax implications of an Annuity Commencement Date must be carefully
considered, including the possibility of penalties for commencing benefits
either too soon or too late. See "Annuity Commencement Date," "Annuity Forms"
and "Federal Tax Matters" in this Prospectus and "Taxation Under Certain
Retirement Plans" in the Statement of Additional Information.
 
DEATH BENEFIT
   
In the event of the death of the Contract Owner, or the Annuitant if the
Contract Owner is a non-natural person prior to the Annuity Commencement Date, a
death benefit is payable to the Beneficiary of the Contract. See "Benefit
Payable on Death of Contract Owner (or Annuitant)."
    
 
RIGHT TO EXAMINE THE CONTRACT
The Contract Owner has a right to examine the Contract. The Contract Owner can
cancel the Contract by delivering or mailing it, together with a Written
Request, to Fortis Benefits' Home Office or to the sales representative through
whom it was purchased, before the close of business on the tenth day after
receipt of the Contract. If these items are sent by mail, properly addressed and
postage prepaid, they will be deemed to be received by Fortis Benefits on the
date postmarked. Fortis Benefits will pay you the then current Contract Value.
However, if applicable state law so requires the full amount of the purchase
payments received by Fortis Benefits will be refunded.
 
LIMITATIONS IMPOSED BY RETIREMENT PLANS
Certain rights a Contract Owner would otherwise have under a Contract may be
limited by the terms of any employee benefit plan in connection with which the
Contract is issued. These limitations may restrict such things as total and
partial surrenders, the amount or timing of purchase payments that may be made,
when annuity payments must start and the type of annuity options that may be
selected. Accordingly, you should familiarize yourself with these and all other
aspects of any retirement plan in connection with which a Contract is issued.
 
TAX IMPLICATIONS
The tax implications for Contract Owners, Annuitants and Beneficiaries, and
those of any related employee benefit plan can be quite important. A brief
discussion of some of these is set out under "Federal Tax Matters" in this
Prospectus and "Taxation Under Certain Retirement Plans" in the Statement of
Additional Information, but such discussion is not comprehensive. Therefore, you
should consider these matters carefully and consult a qualified tax adviser
before making purchase payments or taking any other action in connection with a
Contract or any related employee benefit plan. Failure to do so could result in
serious adverse tax consequences which might otherwise have been avoided.
 
QUESTIONS AND OTHER COMMUNICATIONS
   
Any question about procedures or the Contract should be directed to your sales
representative, or Fortis Benefits' Home Office: P.O. Box 64272, St. Paul,
Minnesota 55164; 1-800-800-2000 (Ext. 3057). For certain current information
relating to Contract Values such as Subaccount unit values, interest rates in
the Fixed Account, and your Contract Value, call 1-800-800-2000 (ext. 5448).
Purchase payments and Written Requests should be mailed or delivered to the same
Home Office address. All communications should include the Contract number, the
Contract Owner's name and, if different, the Annuitant's name. The number for
telephone transfers is 1-800-800-2000 (Ext. 3057).
    
 
Any purchase payment or other communication, except a 10-day cancellation
notice, is deemed received at Fortis Benefits' Home Office on the actual date of
receipt there in proper form unless received (1) after the close of regular
trading on the New York Stock Exchange, or (2) on a date that is not a Valuation
Date. In either of these two cases, the date of receipt will be deemed to be the
next Valuation Date.
 
- --------------------------------------------------------------------------------
 
                                       7
<PAGE>
FINANCIAL AND PERFORMANCE INFORMATION
   
The information presented below reflects the Accumulation Unit information for
subaccounts of the Separate Account through December 31, 1997. Accumulation
units have been rounded to the nearest whole unit.
    
   
<TABLE>
<CAPTION>
                                                                                           GLOBAL
                               MONEY     U.S. GOV'T  DIVERSIFIED   GLOBAL                   ASSET        ASSET
                               MARKET    SECURITIES    INCOME       BOND     HIGH YIELD  ALLOCATION   ALLOCATION     VALUE
                             ----------  ----------  ----------  ----------  ----------  -----------  -----------  ----------
<S>                          <C>         <C>         <C>         <C>         <C>         <C>          <C>          <C>
December 31, 1997
  Accumulation Units in
   Force...................  31,491,629   7,743,923  49,942,498   1,123,401   4,194,544    2,918,483  156,035,843   3,402,217
  Accumulation Unit
   Values..................   $1.474617  $17.149938   $1.963344  $11.837281  $12.917282   $14.433538    $2.809839  $13.651572
December 31, 1996
  Accumulation Units in
   Force...................  36,220,947   9,635,092  55,653,680   1,088,043   3,337,604    2,330,884  154,525,474   1,071,648
  Accumulation Unit
   Values..................      $1.418     $15.935      $1.801     $11.961     $11.928      $12.884       $2.368     $11.048
January 1, 1996*
  Accumulation Unit
   Values..................      --          --          --          --          --          --           --          $10.000
December 31, 1995
  Accumulation Units in
   Force...................  26,915,976  10,989,914  59,213,865     574,142   2,321,419    1,117,596  148,700,081      --
  Accumulation Unit
   Values..................      $1.367     $15.805      $1.753     $11.743     $10.941      $11.590       $2.134      --
January 1, 1995*
  Accumulation Unit
   Values..................      --          --          --         $10.000      --          $10.000      --           --
December 31, 1994
  Accumulation Units in
   Force...................  30,697,764  12,271,738  62,744,615      --       1,216,957      --       137,642,102      --
  Accumulation Unit
   Value...................      $1.311     $13.483      $1.515      --          $9.834      --            $1.773      --
May 1, 1994*
  Accumulation Unit
   Value...................                                                       10.00                                --
December 31, 1993
  Accumulation Units in
   Force...................  21,315,022  15,601,818  56,005,709      --          --          --       106,834,367      --
  Accumulation Unit
   Value...................      $1.278     $14.609      $1.621      --          --          --            $1.797      --
December 31, 1992
  Accumulation Units in
   Force...................  20,674,556   9,505,984  19,353,521      --          --          --        49,688,937      --
  Accumulation Unit
   Value...................      $1.261     $13.529      $1.457      --          --          --            $1.665      --
May 1, 1992*
  Accumulation Unit
   Value...................      --          --          --          --          --          --           --           --
December 31, 1991
  Accumulation Units in
   Force...................   7,235,168   3,595,759   6,056,976      --          --          --        17,772,323      --
  Accumulation Unit
   Value...................      $1.237     $12.922      $1.379      --          --          --            $1.578      --
December 31, 1990
  Accumulation Units in
   Force...................   5,632,146     747,992   2,352,517      --          --          --         8,249,373      --
  Accumulation Unit
   Value...................      $1.184     $11.450      $1.220      --          --          --            $1.253      --
December 31, 1989
  Accumulation Units in
   Force...................     754,306      70,701   1,306,717      --          --          --         2,760,936      --
  Accumulation Unit
   Value...................      $1.112     $10.756      $1.140      --          --          --            $1.245      --
May 1, 1989*
  Accumulation Unit
   Value...................      --         $10.000      --          --          --          --           --           --
December 31, 1988
  Accumulation Units in
   Force...................      92,261      --         493,007      --          --          --           703,763      --
  Accumulation Unit
   Value...................      $1.030      --          $1.025      --          --          --            $1.020      --
May 2, 1988*
  Accumulation Unit
   Value...................      $1.000      --          $1.000      --          --          --           $10.000      --
 
<CAPTION>
 
                              GROWTH &    S&P 500       BLUE     INTERNATIONAL   GLOBAL      GROWTH     AGGRESSIVE
                               INCOME      INDEX        CHIP        STOCK        GROWTH       STOCK       GROWTH
                             ----------  ----------  ----------  ------------  ----------  -----------  ----------
<S>                          <C>         <C>         <C>         <C>           <C>         <C>          <C>
December 31, 1997
  Accumulation Units in
   Force...................  11,003,248   5,491,818   4,149,587     4,239,821  13,725,612  156,975,866   6,551,677
  Accumulation Unit
   Values..................  $19.487584  $14.786540  $14.429421    $14.021796  $19.507894    $3.296005  $13.241215
December 31, 1996
  Accumulation Units in
   Force...................   7,892,683   1,259,758     915,358     3,137,348  13,713,860  169,095,500   5,706,895
  Accumulation Unit
   Values..................     $15.468     $11.326     $11.520       $12.690     $18.510       $2.971     $13.232
January 1, 1996*
  Accumulation Unit
   Values..................      --         $10.000     $10.000       --           --          --           --
December 31, 1995
  Accumulation Units in
   Force...................   4,204,163      --          --         1,157,063  10,769,830  160,247,280   3,033,587
  Accumulation Unit
   Values..................     $12.904      --          --           $11.271     $15.754       $2.587     $12.461
January 1, 1995*
  Accumulation Unit
   Values..................      --          --          --           $10.000      --          --           --
December 31, 1994
  Accumulation Units in
   Force...................   1,489,517      --          --           --       10,055,959  148,657,108   1,155,647
  Accumulation Unit
   Value...................     $10.083      --          --           --          $12.236       $2.054      $9.723
May 1, 1994*
  Accumulation Unit
   Value...................       10.00      --          --                                                  10.00
December 31, 1993
  Accumulation Units in
   Force...................      --          --          --           --        5,108,957  118,720,649      --
  Accumulation Unit
   Value...................      --          --          --           --          $12.784       $2.142      --
December 31, 1992
  Accumulation Units in
   Force...................      --          --          --           --          698,720   79,582,321      --
  Accumulation Unit
   Value...................      --          --          --           --          $10.989       $1.996      --
May 1, 1992*
  Accumulation Unit
   Value...................      --          --          --           --            10.00      --           --
December 31, 1991
  Accumulation Units in
   Force...................      --          --          --           --           --       42,946,178      --
  Accumulation Unit
   Value...................      --          --          --           --           --           $1.966      --
December 31, 1990
  Accumulation Units in
   Force...................      --          --          --           --           --       14,690,313      --
  Accumulation Unit
   Value...................      --          --          --           --           --           $1.298      --
December 31, 1989
  Accumulation Units in
   Force...................      --          --          --           --           --        3,507,971      --
  Accumulation Unit
   Value...................      --          --          --           --           --           $1.358      --
May 1, 1989*
  Accumulation Unit
   Value...................      --          --          --           --           --          --           --
December 31, 1988
  Accumulation Units in
   Force...................      --          --          --           --           --          684,667      --
  Accumulation Unit
   Value...................      --          --          --           --           --           $1.008      --
May 2, 1988*
  Accumulation Unit
   Value...................      --          --          --           --           --           $1.000      --
</TABLE>
    
 
- ------------------------------
*Accumulation Unit Value at Date of initial registration effectiveness.
 
                                       8
<PAGE>
Audited financial statements of the Separate Account and Fortis Benefits are
included in the Statement of Additional Information.
 
Advertising and other sales materials may include yield and total return figures
for the Subaccounts of the Separate Account. These figures are based on
historical results and are not intended to indicate future performance. "Yield"
is the income generated by an investment in the Subaccount over a period of time
specified in the advertisement. This rate of return is assumed to be earned over
a full year and is shown as a percentage of the investment. "Total return" is
the total change in value of an investment in the Subaccount over period of time
specified in the advertisement. The rate of return shown would produce that
change in value over the specified period, if compounded annually. Yield figures
do not reflect the surrender charge and yield and total return figures do not
reflect premium tax charges. This makes the performance shown more favorable.
 
FORTIS BENEFITS AND THE SEPARATE
ACCOUNT
 
FORTIS BENEFITS/FORTIS FINANCIAL GROUP MEMBER
   
Fortis Benefits Insurance Company, the issuer of the Policies, was founded in
1910. At the end of 1997, Fortis Benefits had approximately $94 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 (formerly Time Insurance Company), offering financial products
through the management, marketing and servicing of mutual funds, annuities, life
insurance and disability income products.
    
 
   
Fortis AMEV is a diversified financial services company headquartered in
Utrecht, The Netherlands, where its insurance operations began in 1847. Fortis
AG is a diversified financial services company headquartered in Brussels,
Belgium, where its insurance operations began in 1824. Fortis AMEV and Fortis AG
have merged their operating companies under the trade name of Fortis. The Fortis
group of companies is active in insurance, banking, and financial services, and
real estate development in the Netherlands, Belgium, the United States, Western
Europe, and the Pacific Rim. The Fortis group of companies had approximately
$167 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 will not be
chargeable with liabilities arising out of any other business of Fortis
Benefits. Fortis Benefits may accumulate in the Separate Account proceeds from
charges under variable annuity contracts and other amounts in excess of the
Separate Account assets representing reserves and liabilities. Fortis Benefits
may from time to time transfer to its General Account any of such excess
amounts.
 
   
There are Subaccounts in the Separate Account. The assets in each Subaccount are
invested exclusively in a distinct class (or series) of stock issued by the
Portfolios, each of which represents a separate investment Portfolio within the
Portfolios. 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. New Subaccounts may be added as new Portfolios are added and made
available to Contract Owners. Correspondingly, if any Portfolios are eliminated,
Subaccounts may be eliminated from the Separate Account.
    
 
   
THE PORTFOLIOS
    
   
Contract holders may choose from among a number of different Portfolios, each of
which is a mutual fund available for purchase only as a funding vehicle for
benefits under variable life insurance and variable annuities issued by Fortis
Benefits and other life insurance companies. Each Portfolio corresponds to one
of the Subaccounts of the Separate Account. The assets of each Portfolio are
separate from the others and each Portfolio operates as a separate investment
portfolio whose performance has no effect on the investment performance of any
other Portfolio. More detailed information for each Portfolio offered, such as
its investment policies and restrictions, charges, risks attendant to investing
in it, and other aspects of its operations, may be found in the current
prospectus for each Portfolio. Such a prospectus for the Portfolios being
considered must accompany this Prospectus and should be read in conjunction with
it. A copy of each prospectus may be obtained without charge from Fortis
Benefits by calling 1-800-800-2000, ext. 3057, or writing P.O. Box 64272, St.
Paul, Minnesota 55164.
    
 
   
As indicated, Portfolios may also be available to registered separate accounts
offering variable annuity and variable life products of other participating
insurance companies, as well as to the Separate Account and other separate
accounts of Fortis Benefits. Although Fortis Benefits does not anticipate any
disadvantages to this, there is a possibility that a material conflict may arise
between the interest of the Separate Account and one or more of the other
separate accounts participating in the Portfolios. A conflict may occur due to a
change in law affecting the operations of variable life and variable annuity
separate accounts, differences in the voting instructions of the Contract Owners
and those of other companies, or some other reason. In the event of conflict,
Fortis Benefits will take any steps necessary to protect the Contract Owners and
variable annuity payees.
    
 
   
Fortis Benefits purchases and redeems Portfolio shares for the Separate Account
at their net asset value without the imposition of any sales or redemption
charges. Such shares represent interests in the Portfolios available for
investment by the Separate Account. Each Portfolio corresponds to one of the
Subaccounts of the Separate Account. The assets of each Portfolio are separate
from the others and each operates as a separate investment portfolio whose
performance has no effect on the investment performance of any other Portfolio.
    
 
                                       9
<PAGE>
   
Any dividend or capital gain distributions attributable to Contracts are
automatically reinvested in shares of the Portfolio from which they are received
at that Portfolio's net asset value on the date paid. Such dividends and
distributions will have the effect of reducing the net asset value of each share
of the corresponding Portfolio and increasing, by an equivalent value, the
number of shares outstanding of that Portfolio. However, the value of the
interests of Contract Owners, Annuitants and Beneficiaries in the corresponding
Subaccount will not change as a result of any such dividends and distributions.
    
 
ACCUMULATION PERIOD
 
ISSUANCE OF A CONTRACT AND PURCHASE PAYMENTS
Fortis Benefits reserves the right to reject any application for a Contract or
any purchase payment for any reason. If the issuing instructions can be accepted
in the form received, the initial purchase payment will be credited within two
Valuation Dates after the later of receipt of the issuing instructions or
receipt of the initial purchase payment at Fortis Benefits' Home Office. If the
initial purchase payment cannot be credited within five Valuation Dates after
receipt because the issuing instructions are incomplete, the initial purchase
payment will be returned unless the applicant consents to our retaining the
initial purchase payment and crediting it as of the end of the Valuation Period
in which the necessary requirements are fulfilled. The initial purchase payment
must be at least $50.
 
   
The date that the initial purchase payment is applied to the purchase of the
Contract is the Contract Date. The Contract Date is the date used to determine
Contract years, regardless of when the Contract is delivered. The crediting of
investment experience in the Separate Account, or a fixed rate of return in the
Fixed Account, begins as of the Contract Date, even if that date is delayed due
to the application not being complete.
    
 
We will accept additional purchase payments at any time after the Contract Date
and prior to the Annuity Commencement Date, as long as the Annuitant is living.
Purchase payments (together with any required information identifying the proper
Contracts and accounts to be credited with purchase payments) must be
transmitted to our Home Office. Additional purchase payments are credited to the
Contract and added to the Contract Value as of the end of the Valuation Period
in which they are received.
 
Each additional purchase payment must be at least $50; except that, under
Contracts issued in connection with a benefit plan covering employees, it is
sufficient that all purchase payments under each Contract at all times average
$50. In no case, however, will a purchase payment be accepted if it is less than
$25, and we reserve the right to raise this minimum to not more than $100. The
total of all purchase payments for all Contracts having the same owner,
participant or annuitant may not exceed $1 million (not more than $500,000
allocated to the Fixed Account) without Fortis Benefits' prior approval, and we
reserve the right to modify this limitation at any time.
 
Purchase payments in excess of the initial minimum may be made by monthly draft
against the bank account of any Contract Owner that has completed and returned
to us a special "Thrift-O-Matic" authorization form that may be obtained from
your sales representative or from our Home Office. Arrangements can also be made
for purchase payments by wire transfer, payroll deduction, military allotment,
direct deposit and billing. Purchase payments by check should be made payable to
Fortis Benefits Insurance Company.
 
We may cancel a Contract if its Contract Value falls below $1,000. (Under our
current administrative procedures, however, we will not cancel a Contract during
the first two Contract years, if the Contract Value is at least $500 by the end
of the first Contract year.) We will provide the Contract Owner with 90 days'
written notice so that additional purchase payments may be made in order to
raise the Contract Value above the applicable minimum. Otherwise, we may cancel
the Contract as of the end of the Valuation Period which includes the next
anniversary of the Contract Date. We will consider this a surrender of the
Contract and impose the same charges we would impose upon a surrender. See
"Total and Partial Surrenders." So long as the Contract Value remains above
$1,000, no additional purchase payments under a Contract are ever required.
 
CONTRACT VALUE
Contract Value is the total of any Separate Account Value in all the Subaccounts
of the Separate Account pursuant to a Contract, plus any Fixed Account Value
under the Contract. For a discussion of how Fixed Account Value is calculated,
see "The Fixed Account."
 
There is no guaranteed minimum Separate Account Value. The Separate Account
Value will reflect the investment experience of the chosen Subaccounts of the
Separate Account, all purchase payments made, any partial surrenders, and all
charges assessed in connection with the Contract. Therefore, the Separate
Account Value changes from Valuation Period to Valuation Period. To the extent
Contract Value is allocated to the Separate Account, the Contract Owner bears
the entire investment risk.
 
DETERMINATION OF SEPARATE ACCOUNT VALUE. A Contract's Separate Account Value is
based on Accumulation Unit values, which are determined on each Valuation Date.
The value of an Accumulation Unit for a Subaccount on any Valuation Date is
equal to the previous value of that Subaccount's Accumulation Unit multiplied by
that Subaccount's net investment factor (discussed directly below) for the
Valuation Period ending on that Valuation Date. Net purchase payments applied to
a given Subaccount will be used to purchase Accumulation Units at the unit value
of that Subaccount next determined after receipt of a purchase payment. See
"Allocation of Purchase Payments and Contract Value--Allocation of Purchase
Payments."
 
At the end of any Valuation Period, a Contract's Separate Account Value in a
Subaccount is equal to:
 
    - The number of Accumulation Units in the Subaccount; times
 
    - The value of one Accumulation Unit for that Subaccount.
 
The number of Accumulation Units in each Subaccount is equal to:
 
    - The initial Accumulation Units purchased on the Contract Date; plus
 
    - Accumulation Units purchased at the time that additional Net Purchase
      Payments are allocated to the Subaccount; plus
 
    - Accumulation Units purchased through transfers from another Subaccount
      or from the Fixed Account; less
 
    - Accumulation Units redeemed to pay for the portion of any partial
      surrenders allocated to the Subaccount; less
 
    - Accumulation Units redeemed as part of a transfer to another
      Subaccount or to the Fixed Account; less
 
    - Accumulation Units redeemed to pay charges under the Contract.
 
NET INVESTMENT FACTOR. A Subaccount's net investment factor for a Valuation
Period is an index number that reflects certain charges to a Contract and the
investment performance of the Subaccount during the Valuation Period. If the net
investment factor is greater than one, the Subaccount's Accumulation Unit value
has increased. If the net investment factor is less than one, the Subaccount's
Accumulation 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
 
                                       10
<PAGE>
current Valuation Period, plus the per share amount of any dividend or capital
gains distribution made with respect to the Portfolio shares held by the
Subaccount during the current Valuation Period, minus a per share charge for the
increase, plus a per share credit for the decrease, in any income taxes assessed
which we determine to have resulted from the investment operations of the
Subaccount or any other taxes which are attributable to the Contract, by (2) the
net asset value per share of the Portfolio shares held in the Subaccount as
determined at the end of the previous Valuation Period, and subtracting from
that result a factor representing the mortality risk, expense risk and
administrative expense charge.
 
ALLOCATION OF PURCHASE PAYMENTS AND CONTRACT VALUE
 
ALLOCATION OF PURCHASE PAYMENTS. In the application for a Contract, the Contract
Owner can allocate Net Purchase Payments, or portions thereof, to the available
Subaccounts of the Separate Account or to the Fixed Account, or both.
Percentages must be in whole numbers and the total allocation must equal 100%.
The percentage allocations for future Net Purchase Payments may be changed,
without charge, at any time by sending a Written Request to Fortis Benefits'
Home Office. Changes in the allocation of future Net Purchase Payments will be
effective on the date we receive the Contract Owner's Written Request.
 
TRANSFERS. Transfers of Contract Value from one available Subaccount to another
or into the Fixed Account can be made by the Contract Owner by Written Request
to Fortis Benefits' Home Office, or by telephone transfer as described below.
There is currently no charge for any transfer. All or part of the Contract Value
in one or more Subaccounts of the Separate Account may be transferred at one
time. We may in our discretion permit a continuing request for transfers
automatically and on a periodic basis. However, we reserve the right to restrict
the frequency of or otherwise condition, terminate, or impose charges (not to
exceed $25 per transfer) upon transfers out of a Subaccount during the
Accumulation Period. The only current restriction on the frequency of transfers
is a prohibition of making transfers INTO the Fixed Account within six months of
a transfer out of the Fixed Account. Transfers of Contract Value FROM the Fixed
Account are restricted in both amount and timing. See "Fixed Account--Fixed
Account Transfers, Total and Partial Surrenders." We will count all transfers
between and among the Subaccounts of the Separate Account and the Fixed Account
as one transfer, if all the transfer requests are made at the same time as part
of one request. We will execute the transfers and determine all values in
connection with transfers as of the end of the Valuation Period in which we
receive the transfer request.
 
If you complete and return the telephone transfer section of the application,
transfers may be made pursuant to telephone instructions. We will honor
telephone transfer instructions from any person who provides the correct
identifying information. Fortis Benefits will not be responsible for, and you
will bear the risk of loss from, oral instructions, including fraudulent
instructions which are reasonably believed to be genuine. We will employ
reasonable procedures to confirm that telephone instructions are geniune, but if
such procedures are not deemed reasonable, we may be liable for any losses due
to unauthorized or fraudulent instructions. Our procedures are to verify address
and social security number, tape record the telephone call, and provide written
confirmation of the transaction.
 
   
We may modify or terminate our telephone transfer procedures at any time. The
number for telephone transfers is 1-800-800-2000 (Ext. 3057).
    
 
Certain restrictions on very substantial investments in any one Subaccount are
set forth under "Limitations on Allocations" in the Statement of Additional
Information.
 
TOTAL AND PARTIAL SURRENDERS
 
TOTAL SURRENDERS. The Contract Owner may surrender all of the Cash Surrender
Value at any time during the life of the Annuitant and prior to the Annuity
Commencement Date by a Written Request sent to Fortis Benefits' Home Office. We
reserve the right to require that the Contract be returned to us prior to making
payment, although this will not affect our determination of the amount of the
Cash Surrender Value. Cash Surrender Value is the Contract Value at the end of
the Valuation Period during which the Written Request for the total surrender is
received by Fortis Benefits at its Home Office, less any applicable surrender
charge and less any applicable administrative charge. For a discussion of these
charges and the circumstances under which they apply, see "Annual Administrative
Charge" and "Surrender Charge."
 
The written consent of all collateral assignees and irrevocable beneficiaries
must be obtained prior to any total surrender. Surrenders from the Separate
Account will generally be paid within seven days of the date of receipt by
Fortis Benefits' Home Office of the Written Request. Postponement of payments
may occur, however, in certain circumstances. See "Postponement of Payment."
 
Since the Contract Owner assumes the investment risk with respect to amounts
allocated to the Separate Account, and because certain surrenders are subject to
a surrender charge, the amount paid upon total surrender of the Cash Surrender
Value (taking into account any prior partial surrenders) may be more or less
than the total Net Purchase Payments made. After a surrender of the Cash
Surrender Value or at any time the Contract Value is zero all rights of the
Contract Owner, Annuitant, and any Beneficiary, will terminate.
 
PARTIAL SURRENDERS. At any time prior to the Annuity Commencement Date and
during the lifetime of the Annuitant, you may surrender a portion of the Fixed
Account Value and/or the Separate Account Value by sending to Fortis Benefits'
Home Office a Written Request. The minimum partial surrender amount is $500,
including any surrender charge. If the total Contract Value in both the Separate
Account and Fixed Account would be less than $1,000 after the partial surrender,
Fortis Benefits will surrender the entire Cash Surrender Value under the
Contract. (Under our current administrative procedures, however, we will honor a
surrender request during the first two Contract years without regard to the
remaining Contract Value.)
 
In order for a request to be processed, the Contract Owner MUST specify from
which Subaccounts of the Separate Account or the Fixed Account a partial
surrender should be made and charges deducted.
 
We will surrender Accumulation Units from the Separate Account and/ or dollar
amounts from the Fixed Account so that the total amount of the partial surrender
equals the dollar amount of the partial surrender request plus any applicable
surrender charge. The partial surrender will be effective at the end of the
Valuation Period in which Fortis Benefits receives the Written Request for
partial surrender at its Home Office. Payments will generally be made within
seven days of the effective date of such request, although certain delays are
permitted. See "Postponement of Payment."
 
The Internal Revenue Code provides that a penalty tax will be imposed on certain
premature surrenders. For a discussion of this and other tax implications of
total and partial surrenders, including withholding requirements, see "Federal
Tax Matters." Also, under tax deferred annuity Contracts pursuant to Section
403(b) of the Internal Revenue Code, no distributions of voluntary salary
reduction amounts will be permitted prior to one of the following events:
attainment of age 59 1/2 by the employee or the employee's separation from
service, death, 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
 
                                       11
<PAGE>
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 CONTRACT OWNER (OR ANNUITANT)
    
   
If the Contract Owner dies prior to the Annuity Commencement Date, a death
benefit will be paid to the Beneficiary. If the Contract Owner is a non-natural
person, then a death benefit will be paid upon the death of the Annuitant prior
to the Annuity Commencement Date. In such case, if more than one Annuitant has
been named, the death benefit payable upon the death of an Annuitant will only
be paid upon the death of the last survivor of the persons so named.
    
 
   
The term "decedent" in the death benefit description below refers to the death
of the Contract Owner unless the Contract Owner is a non-natural person, in
which case it refers to the death of the Annuitant. Also, the death benefit
description refers to the age of the Contract Owner. If the Contract Owner is a
non-natural person, the relevant age will instead be that of the Annuitant.
    
 
   
Additionally, the death benefit description makes reference to "Pro Rata
Adjustments." 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 any associated surrender
charge (which shall be deemed to be an amount withdrawn), but not for any
Contract fee-related surrenders.
    
 
   
The death benefit will equal the greatest of (1), (2) or (3):
    
 
   
(1) The Contract Value as of the date used for valuing the death benefit.
    
 
   
(2) The sum or all Net Purchase Payments made, reduced by Pro Rata Adjustments
    for each withdrawal.
    
 
   
   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
    
 
   
    (c) the aggregate amount of all prior Net Purchase Payments less Pro Rata
        Adjustments for all prior withdrawals.
    
 
   
(3) The highest Anniversary Value of each of the Contract's anniversaries prior
    to the earlier of: (1) the decedent's death, or (2) the Contract Owner's
    attainment of age 75.
    
 
   
   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
    
 
   
    (c) Pro Rata Adjustments for any withdrawals made since the anniversary.
    
 
   
   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
    
 
   
    (c) the quantity equal to:
    
 
   
        (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.
    
 
The death benefit may be reduced by premium taxes where such taxes were imposed
upon receipt of purchase payments and were paid by Fortis Benefits in behalf of
the Contract Owner. For further information, see "Charges and
Deductions--Premium Taxes."
 
The value of the death benefit is determined as of the end of the Valuation
Period in which we receive, at our Home Office, proof of death and the Written
Request as to the manner of payment. Upon receipt of these items, the death
benefit generally will be paid within seven days. Under certain circumstances,
payment of the death benefit may be postponed. See "Postponement of Payment." If
we do not receive a Written Request for a settlement method, we will pay the
death benefit in a single sum, based on values determined at that time.
 
The Beneficiary may (a) receive a single sum payment, which terminates the
Contract, or (b) select an annuity option. If the Beneficiary selects an annuity
option, he or she will have all the rights and privileges of an Annuitant under
the Contract. If the Beneficiary desires an annuity option, the election should
be made within 60 days of the date the death benefit becomes payable. Failure to
make a timely election can result in unfavorable tax consequences. For further
information, see "Federal Tax Matters."
 
We accept any of the following as proof of death: a copy of a certified death
certificate; a copy of a certified decree of a court of competent jurisdiction
as to the finding of death; a written statement by a medical doctor who attended
the deceased at the time of death.
 
   
If the Contract Owner dies before the 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.
 
                                       12
<PAGE>
Only one outstanding loan at a time is permitted. The loan amount must be at
least $1,000.00. The loan amount may not, at the date of the loan, exceed the
lesser of (a) 50% of the Contract Value, or (b) $50,000 reduced by the highest
outstanding loan balance in the previous 12 months. The 50% limitation above
described is further modified, if its application results in a calculated limit
of less than $10,000, for a Contract which is part of a plan of a governmental
employer, a plan of a church, or a salary reduction contribution-only Section
403(b) plan satisfying the diversification requirements of the Employee
Retirement Income Securities Act of 1974. If in the application of the 50%
limitation above described for such a Contract a loan limitation of less than
$10,000 results, the following limitation is applicable in lieu of the above
described 50% limitation (in addition to the loan limitation designated as (b)
above): the lesser of (1) $10,000 or (2) the Contract Value less one year's
interest on the loan. Loans issued to the Contract Owner under other plans of
the same employer may, under Internal Revenue Service rules, reduce the loan
available under this Contract.
 
   
Your loan may have either a variable rate, or a fixed rate that is fixed for the
life of the loan. If we have mailed you an endorsement to your contract
providing for a fixed rate, and if you have accepted this endorsement, then your
loan will have a fixed rate. Otherwise your loan will have a variable rate.
    
 
Loan interest rates are set on August 1st each year and are applicable to all
loans made during the 12 months following the date the rate is set.
 
For variable rate loans the loan interest rate is reset every August 1st. The
rate is equal to the greater of (a) the published monthly average of Moody's
Corporate Bond Yield Average--Monthly Average Corporates for the preceding
April, or (b) the weighted average Fixed Account interest rate being credited to
the contracts as of the preceding July 1st plus 1%.
 
   
For fixed rate loans the loan interest rate is equal to the greater of (a) the
published monthly average of Moody's Corporate Bond Yield Average--Monthly
Average Corporates for the preceding April, or (b) the minimum guaranteed Fixed
Account interest rate specified on the contract.
    
 
Repayment of principal and interest must be amortized in no more than five
years. However, loans taken for the acquisition of the Annuitant's principal
residence may be repaid over a period of 1 to 30 years. Whether or not the loan
has been used to acquire a principal residence, interest paid on this loan is
"personal interest" as defined in the Internal Revenue Code.
 
The loan must be repaid in quarterly installments of principal and interest and
may be prepaid at any time. The repayment due dates and installment amounts will
be provided in a repayment schedule sent to you at least 30 days prior to the
installment due date.
 
If you fail to make loan repayments when due, we will treat the loan as in
default and the entire outstanding loan balance will be due at once. Unpaid
accrued interest shall be treated as part of the loan balance. Interest shall
accrue on the loan balance until you repay it or until we recover the loan
balance from the contract when we are permitted to do so by IRS rules.
 
   
If loan payments are not made when due, the entire loan balance may become
immediately taxable. In such a case, premature distribution taxes as well as
ordinary income taxes may be due. Interest accruing on a defaulting loan in
subsequent years may also be taxable in such years until the loan balance is
repaid.
    
 
If any loan amount is outstanding on the Annuity Commencement Date, you may not
apply the amount held as security for the loan to an annuity settlement. If the
Annuitant or Contract Owner dies before the Annuity Commencement Date, we
reserve the right to deduct any amount owed to us from the death benefit.
 
Transfers from the Fixed Account of the amount held as security for the loan
balance are restricted while a Contract loan is outstanding.
 
Withdrawals from the contract are also restricted while a loan is outstanding.
The minimum contract value remaining after any surrender must be at least $1,000
plus 105% of the sum of the outstanding loan plus any unpaid accrued interest.
 
When the loan balance is fully repaid, amounts held in the Fixed Account can be
transferred and amounts held in the contract may be withdrawn, subject to
otherwise generally applicable terms and conditions for such transfers or
withdrawals.
 
   
Contract loans are subject to conditions and requirements under the Internal
Revenue Code and, where applicable, ERISA, as well as the terms of any
retirement plan in connection with which the contract has been acquired. The tax
and ERISA rules relating to Contract loans are complex and in many cases
unclear. For these reasons and because the rules vary depending on the
individual circumstances of each Contract, Fortis Benefits cautions that
employers and Contract Owners should take particular care to consult with
qualified advisers before taking action with respect to Contract loans.
    
 
THE ANNUITY PERIOD
 
ANNUITY COMMENCEMENT DATE
   
The Contract Owner may specify an Annuity Commencement Date, up to age 105, in
the application. The Annuity Commencement Date marks the beginning of the period
during which an Annuitant receives annuity payments under the Contract. Except
for contracts issued in connection with life insurance policies issued by Fortis
Benefits, the Annuity Commencement Date must be at least two years after the
Contract Date.
    
 
Depending on the type of retirement arrangement in connection with which a
Contract is issued, amounts that are distributed either too soon or too late may
be subject to penalty taxes under the Internal Revenue Code. See "Federal Tax
Matters." You should consider this carefully in selecting or changing an Annuity
Commencement Date.
 
   
In order for the Contract Owner to advance or defer the Annuity Commencement
Date, the Contract Owner must submit a Written Request. 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
 
                                       13
<PAGE>
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 3% (the assumed investment return)
per annum during the period between two such annuity payments, the Annuity Unit
Value will increase, and the second payment will be higher than the first.
Conversely, if the Subaccount's average effective net investment return over the
period between the annuity payments is less than 3% per annum, the Annuity Unit
Value will decrease, and the second payment will be lower than the first. "Net
investment return," for this purpose, refers to the Subaccount's overall
investment performance, net of the mortality and expense risk and administrative
expense charges, which are assessed at a nominal aggregate annual rate of 1.35%.
    
 
   
We guarantee that the amount of each variable annuity payment after the first
payment will not be affected by variations in our mortality experience or our
expenses, except to the extent that we reserve the right to impose the $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.
 
OPTION D, JOINT AND ONE-HALF CONTINGENT SURVIVOR ANNUITY. Payments are made as
of the first Valuation Date of each monthly period starting with the Annuity
Commencement Date. Payments will continue as long as either the Annuitant or the
joint Annuitant is alive. If the Annuitant dies first, payments will continue to
the joint Annuitant at one-half the original amount. If the joint Annuitant dies
first, payments will continue to the Annuitant at the original full amount.
Payments will stop when both the Annuitant and the joint Annuitant have died. It
is possible for the payee or payees under this option to receive only one
payment if both Annuitants die before the second payment is due.
 
We also have other annuity forms available and information about them can be
obtained from your sales representative or by calling or writing to our Home
Office.
 
DEATH OF ANNUITANT OR OTHER PAYEE
Under most annuity forms offered by Fortis Benefits, the amounts, if any,
payable on the death of the Annuitant during the Annuity Period are the
continuation of annuity payments for any remaining guarantee period or for the
life of any joint Annuitant. In all cases, the person entitled to receive
payments also receives any rights and privileges under the annuity form in
effect.
 
Additional rules applicable to such distributions under Non-Qualified Contracts
are described under "Federal Tax Matters--Required Distributions for
Non-qualified Contracts". Though the rules there described do not apply to
Contracts issued in connection with qualified plans, similar rules apply to the
plans themselves.
 
CHARGES AND DEDUCTIONS
 
The charges that we assess in connection with the Contracts are described below.
 
PREMIUM TAXES
The states of South Dakota and Wyoming impose a premium tax upon the receipt of
a purchase payment. In those states, and in any other state or jurisdiction
where premium taxes or similar assessments are imposed upon the receipt of
purchase payments, Fortis Benefits pays such taxes on behalf of the Contract
Owner and then will deduct a charge for these amounts from the Contract Value
upon the surrender, death of the Annuitant or Contract Owner, or annuitization
of the Contract. In jurisdictions where premium taxes or similar assessments are
imposed at the time annuity payments begin, Fortis Benefits will
 
                                       14
<PAGE>
deduct a charge for such amounts from the Contract Value at that time. In such
jurisdictions, the charge will be deducted on a pro-rata basis from the
then-current Fixed Account Value and, by redemption of Accumulation Units, the
then-current Separate Account Value in each Subaccount. Similarly, Fortis
Benefits may deduct premium taxes from the Contract Value when no deduction was
made from purchase payments, but is subsequently determined to be due.
Conversely, Fortis Benefits will credit to Contract Value the amount of any
deductions for premium taxes or similar assessments that are subsequently
determined not to be owed.
 
Applicable premium tax rates depend upon the Contract Owner's then-current place
of residence. Currently, premium taxes and similar assessments range from 0% to
3.5% of purchase payments or the amount annuitized. Applicable rates are subject
to change by legislation, administrative interpretations or judicial acts.
 
ANNUAL ADMINISTRATIVE CHARGE
   
A $30 annual administrative charge is deducted each Contract year from the
Contract Value on each anniversary of the Contract Date. (This charge will be
lower to the extent legally required in some states.) This charge is to help
cover administrative costs such as those incurred in issuing Contracts,
establishing and maintaining the records relating to Contracts, making
regulatory filings and furnishing confirmation notices, voting materials and
other communications, providing computer, actuarial and accounting services, and
processing Contract transactions. This charge will initially be waived during
the Annuity Period, although Fortis Benefits reserves the right to reinstitute
it at any time. This charge will be waived during the Accumulation Period if the
Contract Value at the end of the Contract Year (or upon total surrender) is
$25,000 or more.
    
 
The annual administrative charge will be deducted by redemption of Accumulation
Units from each Subaccount of the Separate Account and from the Fixed Account in
the same proportion as the then-current Contract Value is then allocated among
those alternatives pursuant to the Contract. If the Contract is totally
surrendered, the full annual administrative charge will be deducted at the time
of surrender if the Contract Value is less than $25,000 at such time.
 
CHARGES AGAINST THE SEPARATE ACCOUNT
Certain charges will be assessed as a percentage of the value of the net assets
of the Separate Account to compensate Fortis Benefits for risks assumed in
connection with the Contract, and administrative expenses which may apply to the
Separate Account.
 
MORTALITY AND EXPENSE RISK CHARGE. We will assess each Subaccount of the
Separate Account with a daily charge for mortality and expense risk at a nominal
annual rate of 1.25% of the average daily net assets of the Separate Account
(consisting of approximately .8% for mortality risk and approximately .45% for
expense risk). This charge is assessed during both the Accumulation Period and
the Annuity Period. We guarantee not to increase this charge for the duration of
the Contract. This charge is assessed daily when determining the value of an
Accumulation Unit.
 
The mortality risk borne by Fortis Benefits arises from its obligation to make
annuity payments (determined in accordance with the annuity tables and other
provisions contained in the Contract) for the full life of all Annuitants
regardless of how long all Annuitants or any individual Annuitant might live.
This undertaking assures that neither an Annuitant's own longevity, nor an
improvement in life expectancy generally, will have any adverse effect on the
annuity payments the Annuitant will receive under the Contract. This, therefore,
relieves the Annuitant from the risk that he or she will outlive the funds
accumulated for retirement.
 
In addition, Fortis Benefits bears a mortality risk in that it guarantees to pay
a death benefit in a single sum (which may also be taken in the form of an
annuity option) upon the death of an Annuitant or Contract Owner prior to the
Annuity Commencement Date. No surrender charge is imposed upon the payment of a
death benefit, which places a further mortality risk on the Company.
 
The expense risk assumed is that actual expenses incurred in connection with
issuing and administering the Contracts will exceed the limits on administrative
charges set in the Contracts.
 
If the administrative charges and the mortality and expense risk charge are
insufficient to cover the expenses and costs assumed, the loss will be borne by
the Company. Conversely, if the amount deducted proves more than sufficient, the
excess will be profit to the Company.
 
ADMINISTRATIVE EXPENSE CHARGE. We will assess each Subaccount of the Separate
Account with a daily charge at a nominal annual rate of .10% of the average
daily net assets of the Subaccount. This charge is imposed during both the
Accumulation Period and the Annuity Period. The daily administrative expense
charge is assessed to help cover administrative expenses such as those described
above under "Annual Administrative Charge." The daily administrative expense
charge, like the annual administrative charge, is designed to defray expenses
actually incurred. There is no necessary relationship between the amount of
administrative charges imposed on a given Contract and the amount of expenses
actually attributable to that Contract.
 
TAX CHARGE. We currently impose no charge for taxes payable by us in connection
with this Contract, other than for premium taxes and similar assessments when
applicable. We reserve the right to impose a charge for any other taxes that may
become payable by us in the future in connection with the Contracts or the
Separate Account.
 
The annual administrative charge and charges against the Separate Account
described above are for the purposes described and Fortis Benefits may receive a
profit as a result of these charges.
 
SURRENDER CHARGE
No sales charge is collected or deducted at the time Net Purchase Payments are
applied under a Contract. A surrender charge will be assessed on certain total
or partial surrenders. The amounts obtained from the surrender charge will be
used to partially defray expenses incurred in the sale of the Contracts,
including commissions and other promotional or distribution expenses associated
with the marketing of the Contracts, and costs associated with the printing and
distribution of prospectuses and sales material.
 
FREE SURRENDERS. The following amounts can be withdrawn from the Contract
without a surrender charge:
 
    - Any purchase payments received by us more than five years prior to the
      surrender date and that have not been previously surrendered;
 
    - In any Contract year, up to 10% of the purchase payments received by
      us less than five years prior to the surrender date (whether or not
      the purchase payments have been previously surrendered).
 
Purchase payments not subject to a surrender charge are deemed to be withdrawn
first. If all purchase payments have been withdrawn, the remaining earnings can
be withdrawn without a surrender charge. That is, surrender charges do not apply
to Contract earnings. For this purpose, it is assumed that all purchase payments
are withdrawn before earnings are withdrawn. (For federal income tax purposes,
however, certain partial surrenders will be deemed to come first from earnings.
See "Federal Tax Matters.")
 
                                       15
<PAGE>
No surrender charge is imposed on annuitization (or payment of a single sum
because the Contract Value is less than the minimum required to provide an
annuity on the Annuity Commencement Date). Nor is the surrender charge deducted
from the payment of any benefit upon the death of an Annuitant or Contract
Owner.
 
In addition, we have an administrative policy to waive surrender charges for
full surrenders of Contracts that have been in force for at least ten years
provided that the amount then subject to the surrender charge is less than 25%
of the Contract Value. Since the Contracts have been offered only since 1988, no
such waivers have yet been made. We reserve the right to change or terminate
this practice at any time, both for new and for previously issued Contracts.
 
AMOUNT OF SURRENDER CHARGE. Surrender charges apply only if the amount being
withdrawn exceeds the sum of the amounts listed above under Free Surrenders. The
surrender charge is 5% of the purchase payments withdrawn which were received by
us less than five years prior to the surrender date.
 
We anticipate the surrender charge will not be sufficient to cover our
distribution expenses. To the extent that the surrender charge is insufficient
to cover the actual costs of distribution, such costs will be paid from Fortis
Benefits' General Account assets, which will include profit, if any, derived
from the mortality and expense risk charge.
 
NURSING CARE/HOSPITALIZATION WAIVER OF SURRENDER CHARGES
Surrender charges will not be assessed when a total or partial withdrawal is
requested: (1) after a covered person has been confined in a hospital or skilled
health care facility for at least 60 consecutive days and the covered person
continues to be confined in the hospital or skilled care facility when the
request is made; or (2) within 60 days following a covered person's discharge
from a hospital or skilled health care facility after confinement of at least 60
consecutive days. Confinement must begin after the effective date of this
provision.
 
Covered persons are the Contract Owner or Owners and the spouse of any Contract
Owner if such spouse is the Annuitant. Surrender Charges will not be waived when
a confinement is due to substance abuse, mental or personality disorders without
a demonstrable organic disease. A degenerative brain disease such as Alzheimer's
Disease is considered an organic disease.
 
This nursing care/hospitalization waiver of surrender charges is provided by
means of a rider to the Contract, which has not been approved in all states.
Individuals applying for a Contract should check with their Fortis Benefits
representative to determine if this rider is available in their state.
 
MISCELLANEOUS
Because the Separate Account invests in shares of the Portfolios of Fortis'
Series, the net assets of the Separate Account will reflect the investment
advisory fees and certain other expenses incurred by the Portfolios that are
described in the prospectus for Fortis' Series.
 
REDUCTION OF CHARGES
No surrender charge will be imposed under any Contract owned by (A) Fortis, Inc.
or its subsidiaries, and the following persons associated with such companies,
if at the Contract Issue date they are: (1) officers and directors; (2)
employees; or (3) spouses of any such persons or any of such persons' children,
grandchildren, parents, grandparents, or siblings--or spouses of any of these
persons; (B) Series Fund directors, officers, or their spouses (or such persons'
children, grandchildren, parents or grandparents--or spouses of any such
persons); and (C) representatives or employees (or their spouses) of Fortis
Investors (including agencies) or of other
broker-dealers having a sales agreement with Fortis Investors (or such persons'
children, grandchildren, parents, or grandparents--or spouses of any such
persons).
 
The annual administrative charge may be reduced or waived when sales of the
contract are made to individuals or groups of individuals in such a manner that
results in savings or reduction of administrative expense. In no event will
reduction or elimination of the annual administrative charge be permitted where
such reduction or elimination will be unfairly discriminating to any person.
 
FIXED ACCOUNT
 
Contract Owners may allocate Net Purchase Payments and transfer Contract Value
to the Fixed Account, in which case such amounts are held in the General Account
of Fortis Benefits. Because of exemptive and exclusionary provisions, interests
in the Fixed Account have not been registered under the Securities Act of 1933
and the Fixed Account has not been registered as an investment company under the
Investment Company Act of 1940. Accordingly, neither the Fixed Account nor any
interests therein are subject to the provisions of these acts and, as a result,
the staff of the Securities and Exchange Commission has not reviewed the
disclosures in this Prospectus relating to the Fixed Account. Disclosures
regarding the Fixed Account may, however, be subject to certain generally
applicable provisions of the federal securities laws relating to the accuracy
and completeness of statements made in prospectuses. This Prospectus is
generally intended to serve as a disclosure document only for the aspects of the
Contract involving the Separate Account and contains only selected information
regarding the Fixed Account. More information regarding the Fixed Account may be
obtained from Fortis Benefits' Home Office or from your sales representative.
 
GENERAL DESCRIPTION
Our obligations with respect to the Fixed Account are supported by our General
Account. Subject to applicable law, we have sole discretion over the investment
of the assets in our General Account.
 
   
Fortis Benefits guarantees that Contract Value in the Fixed Account will accrue
interest at an effective annual rate of at least 3%, 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 3% per year. Any interest rate in
excess of 3% per year with respect to any amount in the Fixed Account pursuant
to a Contract will not be modified more than once each calendar year. Any higher
rate of interest will be quoted at an effective annual rate. The rate of any
excess interest initially or subsequently credited to any amount can in many
cases vary, depending on when that amount was originally allocated to the Fixed
Account. Once credited, such interest will be guaranteed and will become part of
Contract Value in the Fixed Account from which deductions for fees and charges
may be made.
    
 
Charges under the Contract are the same as when the Separate Account is being
used, except that the 1.35% per annum charged for mortality and expense risk and
administrative expenses is not imposed on amounts of Contract Value in the Fixed
Account.
 
FIXED ACCOUNT VALUE
The Contract's Fixed Account Value on any Valuation Date is the sum of the Net
Purchase Payments allocated to the Fixed Account, plus any transfers from the
Separate Account, plus interest credited to the Fixed Account, less any
surrenders, surrender charges or annual administrative charges allocated to the
Fixed Account or transfers to the Separate Account.
 
FIXED ACCOUNT TRANSFERS, TOTAL AND PARTIAL SURRENDERS
Amounts in the Fixed Account are generally subject to the same rights and
limitations and will be subject to the same charges as are amounts allocated to
the Subaccounts of the Separate Account with respect to total and partial
surrenders. See "Total and Partial Surrenders."
 
                                       16
<PAGE>
Transfers out of the Fixed Account have special limitations. Prior to the
Annuity Commencement Date, Contract Owners may transfer part or all of the
Contract Value from the Fixed Account to the Separate Account, provided that (1)
no more than one such transfer is made each Contract year, (2) no more than 50%
of the Fixed Account Value is transferred at any time (unless the balance in the
Fixed Account after the transfer would be less than $1,000, in which case up to
the entire balance may be transferred) and (3) at least $500 is transferred at
any one time (or, if less, the entire amount in the Fixed Account). Irrespective
of the above, we may in our discretion permit a continuing request for transfer
of lesser specified amounts automatically on a periodic basis. However, we
reserve the right to discontinue or modify any such arrangements at our
discretion.
 
No transfers from the Fixed Account may be made after the Annuity Commencement
Date.
 
GENERAL PROVISIONS
 
THE CONTRACT
The Contract, copies of any applications, amendments, riders, or endorsements
attached to the Contract, and copies of any supplemental applications,
amendments, endorsements, or revised Contract pages which are mailed to you are
the entire Contract. Only the President, Secretary and Registrar of Fortis
Benefits can agree to change or waive any provisions of a Contract. Any change
or waiver must be in writing and signed by one of these representatives of
Fortis Benefits.
 
The Contracts are non-participating and do not share in dividends or earnings of
Fortis Benefits.
 
POSTPONEMENT OF PAYMENTS
With respect to amounts in the Subaccounts of the Separate Account, payment of
any amount due upon a total or partial surrender, death or under an annuity
option will ordinarily be made within seven days after all documents required
for such payment are received by Fortis Benefits at its Home Office.
 
However, Fortis Benefits may defer the determination, application or payment of
any death benefit, partial or total surrender or annuity payment, to the extent
dependent on Accumulation or Annuity Unit Values, or any transfer, for any
period during which the New York Stock Exchange is closed (other than customary
weekend and holiday closings) or trading on the New York Stock Exchange is
restricted as determined by the Securities and Exchange Commission, for any
period during which any emergency exists as a result of which it is not
reasonably practicable for Fortis Benefits to determine the investment
experience for the Contract, or for such other periods as the Securities and
Exchange Commission may by order permit for the protection of Contract Owners.
 
Fortis Benefits may also defer for up to 15 days the payment of any amount
attributable to a purchase payment made by check to allow the check reasonable
time to clear. Fortis Benefits may also defer payment of surrender proceeds
payable out of the Fixed Account for a period of up to 6 months.
 
MISSTATEMENT OF AGE OR SEX AND OTHER ERRORS
   
If the age or sex of the Annuitant has been misstated, any amount payable will
be that which the purchase payments paid would have purchased at the correct age
and sex. If we have made any overpayments because of incorrect information about
age or sex, or any error or miscalculation, Fortis Benefits will deduct the
overpayment from the next payment or payments due. We add underpayments to the
next payment. The amount of any adjustment will be credited or charged with
interest at the rate of 3% 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 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 the Annuitant if the Annuitant
is an non-natural person, prior to the Annuity Commencement date the Beneficiary
will be determined as follows:
    
 
    - If there is any surviving Contract Owner, the surviving Contract Owner
      will be the Beneficiary (this overrides any other beneficiary
      designation).
 
    - If there is no surviving Contract Owner, the Beneficiary will be the
      beneficiary designated by the Contract Owner.
 
    - If there is no surviving Contract Owner and no surviving beneficiary
      who has been designated by the Contract Owner, then the estate of the
      last surviving Contract Owner will be the Beneficiary.
 
REPORTS
   
We will mail to the Contract Owner, at the last known address of record, any
reports required by any applicable law or regulation. You should therefore give
us prompt written notice of any address change. Each Contract Owner will also be
sent an annual and a semi-annual report for the Portfolios and a list of the
portfolio 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.
 
                                       17
<PAGE>
    - To transfer any assets in any Subaccount to another Subaccount, or to
      one or more separate accounts, or to the Fixed Account; or to add,
      combine or remove Subaccounts in the Separate Account.
 
   
    - To substitute, for the Portfolio shares held in any Subaccount, the
      shares of another Portfolio or the shares of another investment
      company or any other investment permitted by law.
    
 
    - To make any changes required by the Internal Revenue Code or by any
      other applicable law in order to continue treatment of the Contract as
      an annuity.
 
    - To change the time or times of day at which a Valuation Date is deemed
      to have ended.
 
    - To make any other necessary technical changes in the Contract in order
      to conform with any action the above provisions permit Fortis Benefits
      to take, including to change the way Fortis Benefits assesses charges,
      but without increasing as to any then outstanding Contract the
      aggregate amount of the types of charges which Fortis Benefits has
      guaranteed.
 
DISTRIBUTION
 
The Contracts will be sold by individuals who, in addition to being licensed by
state insurance authorities to sell the Contracts of Fortis Benefits, are also
registered representatives of Fortis Investors, Inc. ("Fortis Investors"), the
principal underwriter of the Contracts or registered representatives of other
broker-dealer firms, or representatives of other firms that are exempt from
broker-dealer regulation. Fortis Investors and any such other broker-dealer
firms are registered with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 as broker-dealers and are members of the
National Association of Securities Dealers, Inc.
 
   
Fortis Investors will pay a selling allowance to its registered representatives
and selling brokers in varying amounts which under normal circumstances is not
expected to exceed 6.25% of purchase payments plus a servicing fee of .25% of
contract value per year, starting in the first contract year.
    
 
   
Fortis Investors may, under certain flexible compensation arrangements, pay
lesser or greater selling allowances and larger or smaller service fees to its
registered representatives and other broker dealer firms than as set forth
above. However, in such case, such flexible compensation arrangements will have
actuarial present values which are approximately equivalent to the amounts of
the selling allowances and service fees set forth above. Additionally,
registered representatives, broker-dealer firms, and exempt firms may be
eligible for additional compensation based upon meeting certain production
standards. Fortis Investors may "chargeback" commissions paid to others if the
contract upon which the commission was paid is surrendered or canceled within
certain specified time periods.
    
 
Fortis or Fortis Investors may also provide additional compensation to
broker-dealers in connection with sales of Contracts. Compensation may include
financial assistance to broker-dealers in connection with conferences, sales or
training programs for their employees, seminars for the public, advertising,
sales campaigns regarding Contracts, and other broker-dealer sponsored programs
or events. Compensation may include payment for travel expenses incurred in
connection with trips taken by invited sales representatives and members of
their families to locations within or outside of the United States for meetings
or seminars of a business nature.
 
Fortis Investors is an indirect subsidiary of Fortis AMEV and Fortis AG and is
therefore under common control with Fortis Benefits. Fortis Investors' principal
business address is the same as that of our Home Office.
 
FEDERAL TAX MATTERS
 
The following description is a general summary of the tax rules, primarily
related to federal income taxes, which in the opinion of Fortis Benefits are
currently in effect. These rules are based on laws, regulations and
interpretations which are subject to change at any time. This summary is not
comprehensive and is not intended as tax advice. Federal estate and gift tax
considerations, as well as state and local taxes, may also be material. You
should consult a qualified tax adviser as to the tax implications of taking any
action under a Contract or related retirement plan.
 
NON-QUALIFIED CONTRACTS
Section 72 of the Internal Revenue Code ("Code") governs the taxation of
annuities in general. Purchase payments made under Non-Qualified Contracts are
not excludible or deductible from the gross income of the Contract Owner or any
other person. However, any increase in the accumulated value of a Non-Qualified
Contract resulting from the investment performance of the Separate Account or
interest credited to the Fixed Account is generally not taxable to the Contract
Owner or other payee until received by him or her, as surrender proceeds, death
benefit proceeds, or otherwise. The exception to this rule is that, generally,
Contract Owners who are not natural persons ARE taxed annually for any increase
in the Contract Value. However, this exception does not apply in all cases, and
you may wish to discuss this with your tax adviser.
 
The following discussion applies generally to Contracts owned by natural
persons.
 
In general, surrenders or partial withdrawals under Contracts are taxed as
ordinary income to the extent of the accumulated income or gain under the
Contract. If a Contract Owner assigns or pledges any part of the value of a
Contract, the value so pledged or assigned is taxed to the Contract Owner as
ordinary income to the same extent as a partial withdrawal.
 
With respect to annuity payment options, although the tax consequences may vary
depending on the option elected under the Contract, until the investment in the
Contract is recovered, generally only the portion of the annuity payment that
represents the amount by which the Contract Value exceeds the "investment in the
contract" will be taxed. In general, an Annuitant's or other payee's "investment
in the contract" is the aggregate amount of purchase payments made by him or
her. After the "investment in the contract" is recovered, the full amount of any
additional annuity payments is taxable. For variable annuity payments, in
general the taxable portion of each annuity payment (prior to recovery of the
"investment in the contract") is determined by a formula which establishes the
specific dollar amount of each annuity payment that is not taxed. This dollar
amount is determined by dividing the "investment in the contract" by the total
number of expected annuity payments. For fixed annuity payments in general,
prior to recovery of the "investment in the contract," there is no tax on the
amount of each payment which bears the same ratio to such payment that the
"investment in the contract" bears to the total expected return under the
Contract. The remainder of each annuity payment is taxable. The taxable portion
of a distribution (in the form of an annuity or a single sum payment) is taxed
as ordinary income.
 
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.
 
                                       18
<PAGE>
There is a 10% penalty under the Code on the taxable portion of a "premature
distribution." Generally, an amount is a "premature distribution" unless the
distribution is (1) made on or after the Contract Owner or other payee reaches
age 59 1/2, (2) made to a Beneficiary on or after death of the Contract Owner,
(3) made upon the disability of the Contract Owner or other payee, or (4) part
of a series of substantially equal annuity payments for the life or life
expectancy of the Contract Owner or the Contract Owner and Beneficiary.
Premature distributions may result, for example, from an early Annuity
Commencement Date, any early surrender, partial surrender or assignment of a
Contract or the early death of an Annuitant who is not the Contract Owner.
 
A transfer of ownership of a Contract, or designation of an Annuitant or other
payee who is not also the Contract Owner, may result in certain income or gift
tax consequences to the Contract Owner that are beyond the scope of this
discussion. A Contract Owner contemplating any transfer or assignment of a
Contract should contact a competent tax adviser with respect to the potential
tax effects of such transaction.
 
REQUIRED DISTRIBUTIONS FOR NON-QUALIFIED CONTRACTS
In order that a Non-Qualified Contract be treated as an annuity contract for
federal income tax purposes, Section 72(s) of the Code requires (a) if the
person receiving payments dies on or after the Annuity Commencement Date but
prior to the time the entire interest in the Contract has been distributed, the
remaining portion of such interest will be distributed at least as rapidly as
under the method of distribution being used as of the date of that person's
death; and (b) if any Contract Owner dies prior to the Annuity Commencement
Date, the entire interest in the Contract will be distributed (1) within five
years after the date of that Contract Owner's death or (2) as annuity payments
which will begin within one year of that Contract Owner's death and which will
be made over the life of the Contract Owner's designated beneficiary or over a
period not extending beyond the life expectancy of that beneficiary. However, if
the Contract Owner's designated beneficiary is the surviving spouse of the
Contract Owner, the Contract may be continued with the surviving spouse deemed
to be the new Contract Owner for purposes of Section 72(s). Where the Contract
Owner or other person receiving payments is not a natural person, the required
distributions provided for in Section 72(s) apply upon the death of the primary
Annuitant.
 
No regulations interpreting the requirements of Section 72(s) have yet been
issued (although proposed regulations have been issued interpreting similar
requirements for qualified plans). Fortis Benefits intends to review and modify
the endorsement if necessary to ensure that the Contracts comply with the
requirements of Section 72(s) when clarified by regulation or otherwise.
 
Generally, unless the Beneficiary elects otherwise, the above requirements will
be satisfied where the death occurs prior to the Annuity Commencement Date by
paying the death benefit in a single sum, subject to proof of the Contract
Owner's death. The Beneficiary, however, may elect by Written Request to receive
an annuity option instead of a lump sum payment. However, if the election is not
made within 60 days of the date the single sum death benefit otherwise becomes
payable, particularly where the annuitant dies and the annuitant is not the
Contract Owner, the IRS may disregard the election for tax purposes and tax the
Beneficiary as if a single sum payment had been made.
 
QUALIFIED CONTRACTS
The Contract may be used with several types of tax-qualified plans. The tax
rules applicable to Contract Owners, Annuitants and other payees vary according
to the type of plan and the terms and conditions of the plan itself. In general,
purchase payments made under a retirement program recognized under the Code on
behalf of an individual are excludible from the individual's gross income for
tax purposes during the Accumulation Period. The portion, if any, of any
purchase payment made by or on behalf of an individual under a Contract that is
not excluded from the individual's gross income for tax purposes during the
Accumulation Period constitutes the individual's "investment in the contract."
Aggregate deferrals under all plans at the employee's option may be subject to
limitations.
 
The Contracts are available in connection with the following types of retirement
plans: Section 403(b) annuity plans for employees of certain tax-exempt
organizations and public educational institutions; Section 401 or 403(a)
qualified pension, profit-sharing or annuity plans; individual retirement
annuities ("IRAs") under Section 408(b); simplified employee pension plans
("SEPs") under Section 408(k); SIMPLE IRA Plans under Section 408(p); Section
457 unfunded deferred compensation plans of public employers and tax-exempt
organizations; and private employer unfunded deferred compensation plans. The
tax implications of these plans are further discussed in the Statement of
Additional Information under the heading "Taxation Under Certain Retirement
Plans."
 
When annuity payments begin, the individual will receive back his or her
"investment in the contract" if any, as a tax-free return of capital. The dollar
amount of annuity payments received in any year in excess of such return is
taxable as ordinary income. When payments are received as an annuity, the
tax-free return of capital is treated as if received ratably over the entire
period of the annuity until fully recovered (as described above with respect to
Non-Qualified Contracts).
 
WITHHOLDING
Annuity payments and other amounts received under Contracts are subject to
income tax withholding unless the recipient elects not to have taxes withheld.
The amounts withheld will vary among recipients depending on the tax status of
the individual and the type of payments from which taxes are withheld.
 
Notwithstanding the recipient's election, withholding may be required with
respect to certain payments to be delivered outside the United States and with
respect to certain distributions from certain types of qualified retirement
plans unless the proceeds are transferred directly from the qualified retirement
plan to another qualified retirement plan. Moreover, special "backup
withholding" rules may require Fortis Benefits to disregard the recipient's
election if the recipient fails to supply Fortis Benefits with a "TIN" or
taxpayer identification number (social security number for individuals), or if
the Internal Revenue Service notifies Fortis Benefits that the TIN provided by
the recipient is incorrect.
 
PORTFOLIO DIVERSIFICATION
The United States Treasury Department has adopted regulations under Section
817(h) of the Code which set standards of diversification for the investments
underlying the Contracts, in order for the Contracts to be treated as annuities.
Fortis Benefits believes that these diversification standards will be satisfied.
Failure to do so would result in immediate taxation to Contract Owners or
Annuitants of all returns credited to Contracts, except in the case of certain
Qualified Contracts. Also, current regulations do not provide guidance as to any
circumstances in which control over allocation of values among different
investment alternatives may cause Contract Owners or Annuitants to be treated as
the owners of Separate Account assets for tax purposes. Fortis Benefits reserves
the right to amend the Contracts in any 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.
 
                                       19
<PAGE>
CERTAIN EXCHANGES
Section 1035 of the Code provides generally that no gain or loss will be
recognized upon the exchange of a life insurance or annuity contract for an
annuity contract. Thus, a properly completed exchange from an Old Contract, a
Fortis Benefits variable life insurance policy, or another life insurance policy
or annuity contract into a Contract pursuant to the special annuity contract
exchange form we provide for this purpose is not generally a taxable event under
the Code, and your investment in the Contract will be the same as your
investment in the contract or policy exchanged. However, an exchange from a
Fortis Group Fund or other investment that is not a life insurance or annuity
contract may be a taxable event.
 
Certain existing annuity contracts may be "grandfathered" under various
provisions of the tax laws, i.e., subject to more favorable tax treatment than
generally offered under current law. For example, certain annuity contracts
issued before January 19, 1985 may not be subject to the distribution rules of
Code Section 72(s). Also, certain distributions from contracts issued before the
same date may not be subject to the 10% penalty tax for premature distributions.
Also, if a contract contained principal on August 13, 1982, that principal may
generally be withdrawn in a partial distribution before the withdrawal of any
taxable gain in the contract. These "grandfather" provisions may be lost if such
contract is exchanged for a Contract. In connection with contracts issued
pursuant to Section 1035 exchanges, if the data is provided to us, we can
separately track amounts attributable to purchase payments made to the original
contract before or after the effective date of the Tax Equity and Fiscal
Responsibility Act of 1982. That separate tracking can preserve certain of the
above grandfathered provisions.
 
Because of the complexity of these matters, you should consult a qualified tax
adviser before making any exchange.
 
TAX LAW RESTRICTIONS AFFECTING SECTION 403(B) PLANS
Section 403(b)(12) of the Internal Revenue Code restricts the distribution under
Section 403(b) annuity contracts of:
 
    (1) elective contributions made for years beginning after December 31, 1988;
 
    (2) earnings on those contributions; and
 
    (3) earnings on amounts held as of December 31, 1988.
 
Distribution of those amounts may only occur upon death of the employee,
attainment of age 59 1/2, separation from service, disability, or financial
hardship. In addition, income attributable to elective contributions which
accrues after December 31, 1988 may not be distributed in the case of hardship.
 
VOTING PRIVILEGES
 
   
In accordance with its view of current applicable law, Fortis Benefits will vote
shares of each of the Portfolios which are attributable to a Contract at regular
and special meetings of the shareholders of a Portfolio in proportion to
instructions received from the persons having the voting interest in the
Contract as of the record date for the corresponding Portfolio shareholders
meeting. Contract Owners have the voting interest during the Accumulation
Period, persons receiving annuity payments have the voting interest during the
Annuity Period, and Beneficiaries have the voting interest after the death of
the Annuitant or Contract Owner. However, if the Investment Company Act of 1940
or any rules thereunder should be amended or if the present interpretation
thereof should change, and as a result Fortis Benefits determines that it is
permitted to vote shares of the Portfolios in its own right, it may elect to do
so.
    
 
During the Accumulation Period, the number of shares of a Portfolio attributable
to a Contract is determined by dividing the amount of Contract Value in the
corresponding Subaccount pursuant to the Contract as of the record date for the
shareholders meeting by the net asset value of one Portfolio share as of that
date. During the Annuity Period, or after the death of the Contract Owner or
Annuitant, the number of Portfolio shares deemed attributable to the Contract
will be computed in a comparable manner, based on the liability for future
variable annuity payments allocable to that Subaccount under the Contract as of
the record date. Such liability for future payments will be calculated on the
basis of the mortality assumptions and the assumed interest rate used in
determining the number of Annuity Units credited to the Contract and the
applicable Annuity Unit value on the record date. During the Annuity Period, the
number of votes attributable to a Contract will generally decrease since funds
set aside to make the annuity payments will decrease.
 
Where Contract Owners are permitted to instruct us as to how to vote Portfolio
shares, our policy is to permit an Annuitant or payee who is not the Contract
Owner to direct the Contract Owner with respect to the voting of certain
Portfolio shares attributable to his or her Contract. An Annuitant or other
payee may direct the Contract Owner with respect to that number of Portfolio
shares that is attributable to purchase payments, if any, contributed by such
Annuitant or payee and any additional shares, to the extent authorized by an
employee benefit plan. (For these purposes, the number of shares attributable to
the Annuitant or payee is computed on a basis consistent with that for
attributing Portfolio shares to Contract Owners, as described above.)
 
Contract Owners are to instruct Fortis Benefits to vote in accordance with such
directions from Annuitants and payees. Furthermore, Contract Owners are to
instruct Fortis Benefits to vote shares of any Portfolio for which directions
could have been but were not received from Annuitants and other payees in the
same proportion as other shares in that Portfolio attributable to the Contract
Owner which are to be voted in accordance with directions received from
Annuitants and other payees. The Contract Owner may instruct us as to the voting
of any other shares attributable to Contracts as the Contract Owner may
determine. The Separate Account, Fortis Series and Fortis Benefits do not have
any obligation to determine whether or not voting directions are requested or
received by a Contract Owner or whether or not a Contract Owner has instructed
Fortis Benefits in accordance with directions given by Annuitants and other
payees.
 
Fortis Benefits will vote shares as to which it has received no timely
instructions, and any shares attributable to excess amounts Fortis Benefits has
accumulated in the related Subaccount, in proportion to the voting instructions
which it receives with respect to all Contracts and other variable annuity
contracts participating in a Portfolio. To the extent that Fortis Benefits or
any affiliated company holds any shares of a Portfolio, they will be voted in
the same proportion as instructions for that Portfolio that are received from
persons holding the voting interest with respect to all Fortis Benefits separate
accounts participating in that Portfolio. Shares held by separate accounts other
than the Separate Account will in general be voted in accordance with
instructions of participants in such other separate accounts. This diminishes
the relative voting influence of the Contracts.
 
   
Each person having a voting interest in a Subaccount of the Separate Account
will receive proxy material, reports and other materials relating to the
appropriate Portfolio. Pursuant to the procedures described above, these persons
may give instructions regarding the election of the Board of Directors of a
Portfolio, ratification of the selection of its independent auditors, the
approval of the investment manager of a Portfolio, changes in fundamental
investment policies of a Portfolio and all other matters that are put to a vote
of Portfolio shareholders.
    
 
                                       20
<PAGE>
STATE REGULATION
 
Fortis Benefits is subject to regulation and supervision by the Commerce
Department of the State of Minnesota, which periodically examines its affairs.
It is also subject to the insurance laws and regulations of all jurisdictions
where it is authorized to do business. Fortis Benefits intends to satisfy the
necessary requirements to sell the Contracts in the District of Columbia and in
all states other than New York as soon as possible.
 
LEGAL MATTERS
 
The legality of the Contracts described in this Prospectus has been passed upon
by David A. Peterson, Esquire, Vice President and Assistant General Counsel of
Fortis Benefits. Messrs. Freedman, Levy, Kroll & Simonds, Washington, D.C., have
advised Fortis Benefits on certain federal securities law matters.
 
CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
 
<TABLE>
<CAPTION>
                                                                            PAGE
 
<S>                                                                         <C>
Fortis Benefits...........................................................    2
Calculation of Annuity Payments...........................................    2
Services..................................................................    3
    - Safekeeping of Separate Account Assets..............................    3
    - Experts.............................................................    3
    - Principal Underwriter...............................................    3
Limitation On Allocations.................................................    4
Change of Investment Adviser or Investment Policy.........................    4
Taxation Under Certain Retirement Plans...................................    4
Terms of Exemptive Relief in Connection with Mortality and Expense Risk
 Charge...................................................................    8
Other Information.........................................................    8
Financial Statements......................................................    8
APPENDIX A--Performance Information.......................................  A-1
</TABLE>
 
                                       21
<PAGE>
                                   APPENDIX A
                       SAMPLE DEATH BENEFIT CALCULATIONS
   
<TABLE>
<CAPTION>
DATE OF DEATH IS THE 3RD CONTRACT ANNIVERSARY:                                                         EXAMPLE 1    EXAMPLE 2
                                                                                                      -----------  -----------
<S>        <C>                                                                                        <C>          <C>
a.         Purchase Payments Made Prior to Date of Death............................................   $  30,000    $  30,000
b.         Contract Value on Date of Death..........................................................   $  20,000    $  37,000
c.         1 Year Ratchet Option Value..............................................................   $  35,000    $  37,000
Death Benefit is larger of a, b, and c..............................................................   $  35,000    $  37,000
 
<CAPTION>
 
DATE OF DEATH IS THE 5TH CONTRACT ANNIVERSARY:                                                         EXAMPLE 1    EXAMPLE 2
                                                                                                      -----------  -----------
<S>        <C>                                                                                        <C>          <C>
a.         Purchase Payments Made Prior to Date of Death............................................   $  30,000    $  30,000
b.         Contract Value on Date of Death..........................................................   $  32,000    $  35,000
c.         1 Year Ratchet Option Value..............................................................   $  36,000    $  35,000
Death Benefit is larger of a, b, and c..............................................................   $  36,000    $  35,000
<CAPTION>
 
DATE OF DEATH IS THE 10TH CONTRACT ANNIVERSARY:                                                        EXAMPLE 1    EXAMPLE 2
                                                                                                      -----------  -----------
<S>        <C>                                                                                        <C>          <C>
a.         Purchase Payments Made Prior to Date of Death............................................   $  30,000    $  30,000
b.         Contract Value on Date of Death..........................................................   $  20,000    $  40,000
c.         1 Year Ratchet Option Value..............................................................   $  34,000    $  40,000
Death Benefit is larger of a, b, and c..............................................................   $  34,000    $  40,000
</TABLE>
    
 
                                      A-1
<PAGE>
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                                      A-2
<PAGE>
                                   APPENDIX B
                      EXPLANATION OF EXPENSE CALCULATIONS
 
   
The expense for a given year is calculated by multiplying the projected
beginning of the year policy value by the total expense rate. The total expense
rate is the sum of the variable account expense rate plus the total 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 Growth Stock Series, is calculated as
follows:
 
   
<TABLE>
<C>        <S>                                                                                                 <C>        <C>
          --------------------------------------------------------------------------------------------------------------
           Total Variable Account Annual Expenses                                                                  1.30%
          --------------------------------------------------------------------------------------------------------------
    +      Total Series Fund Operating Expenses                                                                     .66%
          --------------------------------------------------------------------------------------------------------------
    +      Annual Administrative Charge Rate (See Below)                                                            .07%
          --------------------------------------------------------------------------------------------------------------
    =      Total Expense Rate                                                                                      2.08%
          --------------------------------------------------------------------------------------------------------------
</TABLE>
    
 
   
The Annual Administrative Charge Rate is calculated by dividing the total Annual
Contract Charges we collected in 1997 by the average policy value in force in
1997.
    
 
   
Year 1 Beginning Policy Value = $1000.00
Year 1 Expense = 1000.00 X .0208 = $20.82
    
 
   
Year 2 Beginning Policy Value = $1029.18
Year 2 Expense = 1029.18 X .0208 = $21.43
    
 
   
Year 3 Beginning Policy Value = $1059.21
Year 3 Expense = 1059.21 X .0208 = $22.06
    
 
   
So the cumulative expenses for years 1-3 for the Growth Stock Series are equal
to $20.82 + $21.43 + $22.06 = $64.31
    
 
If the contract is surrendered, the surrender charge is the surrender charge
percentage times the purchase payment minus the 10% free withdrawal amount:
 
<TABLE>
<S>                      <C>        <C>            <C>        <C>                <C>        <C>
   Surrender Charge                   (Initial                    10% Free                    Surrender
      Percentage             X         Premium         -         Withdrawal)         =          Charge
         0.05                X       (  $1000.00       -        $100.00     )        =          $45.00
</TABLE>
 
   
So the total expense if surrendered is $64.31 + $45.00 = $109.31
    
 
                                      B-1
<PAGE>
                      This page left blank intentionally.
 
                                      B-2
<PAGE>
 
<TABLE>
<S>              <C>
   BULK RATE
 U.S. POSTAGE
</TABLE>
 
FORTIS-R-
<TABLE>
<S>              <C>
     PAID
PERMIT NO. 3794
</TABLE>
 
FORTIS FINANCIAL GROUP
<TABLE>
<S>              <C>
MINNEAPOLIS, MN
</TABLE>
 
P.O. BOX 64284
ST. PAUL, MN 55164
 
PROSPECTUS
   
MAY 1, 1998
    
<PAGE>

Individual Flexible Premium Deferred Variable Annuity Contracts (Opportunity and
                                    Opportunity +)
                                      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. 1-800-800-2000, ext. 3057; mailing
address: P.O. Box 64272, St. Paul, MN 55164.  The Contracts are issued by Fortis
Benefits through its Variable Account D (the "Separate Account").

TABLE OF CONTENTS


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

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

                                          1

<PAGE>


FORTIS BENEFITS

Fortis Benefits Insurance Company, the issuer of the Contracts, is a Minnesota
corporation qualified to sell life insurance and annuity contracts in the
District of Columbia and in all states except New York.  Fortis Benefits is a
wholly-owned subsidiary of 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 AMEV/VSB 1990.  The latter is 50% owned by Fortis AMEV and 50%
owned, through certain subsidiaries, by Fortis AG.

Fortis AMEV is a publicly-traded, multi-national insurance and financial
services group headquartered in The Netherlands.  Fortis AMEV is an
international financial services firm that has been in business since 1847.  It
is one of the largest holding companies in Europe with subsidiary companies in
twelve countries on four continents.  Fortis AMEV is the third largest insurance
company in the Netherlands.  Fortis AG is a multi-national insurance, real
estate and financial services firm that has been in business since 1824.  It has
subsidiary companies in eight countries.  Fortis AG is one of the largest life
insurance companies in Belgium.  Fortis AMEV and Fortis AG have combined assets
of approximately $167 billion.

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

CALCULATION OF ANNUITY PAYMENTS

FIXED ANNUITY OPTION

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

VARIABLE ANNUITY OPTION

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

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

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

                                          2

<PAGE>


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



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

GENDER OF ANNUITANT

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

SERVICES

SAFEKEEPING OF SEPARATE ACCOUNT ASSETS

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

EXPERTS

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

PRINCIPAL UNDERWRITER

Fortis Investors, Inc. ("Fortis Investors"), the principal underwriter of the
Contracts, is a Minnesota corporation and a member of the Securities Investors
Protection Corporation.  The offering of the Contracts is continuous, and Fortis
Investors does not anticipate discontinuing the offering of the Contracts,
although it reserves the right to do so.  Fortis Benefits paid a total of
$29,918,620, $30,567,607 and $27,024,997 to Fortis Investors for annuity
contract distribution services during  1995, 1996 and 1997 respectively.  Of
these totals, the sums of $3,925,959,  $7,531,629 and $5,091,431 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,
except that the maximum age is 741/2 in Washington state.  Contracts are not
currently available in New Jersey and New York.

                                          3

<PAGE>


LIMITATION ON ALLOCATIONS


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

CHANGE OF INVESTMENT ADVISER OR INVESTMENT POLICY

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

TAXATION UNDER CERTAIN RETIREMENT PLANS

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

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

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

TAXATION OF DISTRIBUTIONS. Distributions from a Section 403(b) tax-deferred
annuity contract are taxed as ordinary income to the recipient as described
under "Federal Tax Matters" in the Prospectus.  Taxable distributions received
before the employee attains age 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 591/2 by the
employee or the employee's separation from service, death, disability or
hardship. (Hardship distributions will be limited to the lesser of the amount of
the hardship or the amount of salary reduction contributions, exclusive of
earnings thereon.)

REQUIRED DISTRIBUTIONS.  Generally, distributions from Section 403(b) annuities
must commence not later than April 1 of the calendar year following the calendar
year in which the employee attains age 70 1/2, and such distributions must be
made over a period that does not exceed the life expectancy of the employee (or
the employee and Beneficiary).  A penalty tax of 50% would be imposed on any
amount by which the minimum required distribution in any year exceeded the
amount actually distributed in that year.  In addition, in the event that the
employee dies before his or her entire interest in the Contract has

                                          4

<PAGE>


been distributed, the employee's entire interest must be distributed in
accordance with rules similar to those applicable upon the death of the Contract
Owner in the case of a Non-Qualified Contract, as described in the Prospectus.
Certain of these and other provisions are incorporated in a special endorsement
attached to Contracts that are intended to qualify under Section 403(b), and
reference should be made to that endorsement for its complete terms.

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

SECTION 401 QUALIFIED PENSION, PROFIT-SHARING OR ANNUITY PLANS

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

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

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

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

INDIVIDUAL RETIREMENT ANNUITIES

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

                                          5

<PAGE>


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 701/2 or for any year thereafter. Contributions to a
spouse's IRA may not be made for any year in which that spouse reaches age 
70 1/2 or for any year thereafter.

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

REQUIRED DISTRIBUTIONS.  The minimum distribution requirements for IRAs are
generally the same as described above with respect to Section 403(b) annuity
contracts.  Certain of these and other provisions are incorporated in a special
endorsement attached to IRA Contracts, and reference should be made to that
endorsement for its complete terms.

TAX-FREE ROLLOVERS.  The Code permits funds to be transferred in a tax-free
rollover from a qualified employer pension, profit-sharing, annuity, bond
purchase or tax-deferred annuity plan to an IRA Contract if certain conditions
ARE met, and if the rollover of assets is completed within 60 days after the
distribution from the qualified plan is received.  In addition, not more
frequently than once every twelve months, amounts may be rolled over tax-free
from one IRA to another, subject to the 60-day limitation and other
requirements.  The once-per-year limitation on rollovers does not apply to
direct transfers of funds between IRA custodians or trustees.

SIMPLIFIED EMPLOYEE PENSION PLANS

PURCHASE PAYMENTS.  Under Section 408(k) of the Code, employers may establish a
type of IRA plan referred to as a simplified employee pension plan (SEP).
Employer contributions to a SEP cannot exceed the lesser of $24,000 or 15% of
the employee's earned income.  Employees of certain small employers may have
contributions made to a special kind of SEP (SARSEP) on their behalf on a salary
reduction basis if the SARSEP plan was in effect on December 31, 1996.  These
salary reduction contributions may not exceed $9,500 in 1997, which is indexed
for inflation.  Employees of tax-exempt organizations and state or local
government agencies have never been eligible for the salary reduction type of
SEP.

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

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

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

PURCHASE PAYMENTS:  Under Section 408(p) of the Code, small employers may
establish a type of IRA plan referred to as a Savings Incentive Match Plan for
Employees (SIMPLE Plan). An employee may contribute annually through his or her
employer a pre-tax salary reduction contribution not to exceed the lesser of
$6,000 or 100% of compensation. The employer must annually either (1) match the
employee contribution dollar for dollar up to 3% of pay, or (2) make a 2% of pay

                                          6

<PAGE>


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.

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.

                                          7

<PAGE>


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 an SEC No-Action letter dated December 22, 1988
providing relief from certain restrictions provided in the Investment Company
Act of 1940 relative to restrictions on redemptions and it complies with its
conditions.

The computer systems Fortis Benefits uses to process policy transactions and
valuations need to be adjusted to be able to continue to administer its policies
after Year 2000. Fortis Benefits is devoting all resources necessary to make
these systems modifications and expects that the necessary changes will be
complete on time and in a way that will result in no disruption to its policy
servicing operations. However, as is the case with most system conversion
projects, risks and uncertainties exist, due in part to reliance on third party
vendors. Nonperformance by any of these entities, or other unforeseen
circumstances, could have a material adverse impact on Fortis Benefits' ability
to perform its policy servicing operations. Fortis Benefits is closely
monitoring these entities to avoid any unforeseen circumstances.

FINANCIAL STATEMENTS

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

                                          8
<PAGE>


                            Report of Independent Auditors

Board of Directors
Fortis Benefits Insurance Company

We have audited the accompanying statement of net assets of Fortis Benefits
Insurance Company Variable Account D (comprising, respectively, the Fortis
Series Fund, Inc.'s Growth Stock, U.S. Government Securities, Money Market,
Asset Allocation, Diversified Income, Global Growth, Aggressive Growth, Growth &
Income, High Yield, Global Asset Allocation, Global Bond, International Stock,
Value, S & P 500 and Blue Chip Stock Subaccounts; the Norwest Select Fund's
ValuGrowth, Intermediate Bond, Small Company Stock and Income Equity
Subaccounts; the Scudder Variable Life Investment Fund's International
Subaccount; the Alliance Variable Product Series' Money Market, International
and Premier Growth Subaccounts; the SAFECO Resource Series' Growth and Equity
Subaccounts; the Federated Insurance Series' U.S. Government Securities II, High
Income Bond Fund II, Utility II and American Leaders II Subaccounts; the
Lexington Funds, Inc.'s Natural Resources Trust and Emerging Markets
Subaccounts; the MFS Variable Insurance Trusts' Emerging Growth, High Income and
World Government Subaccounts; the Montgomery Variable Fund's Emerging Markets
and Growth Subaccounts; the Strong Variable Insurance Funds' Discovery II,
Government Securities II, Advantage II and International II

                                     10
<PAGE>

Subaccounts; the American Century Investments' VP Balanced and VP Growth
Subaccounts; the Van Eck Worldwide Insurance Trust's Worldwide Bond Fund and
Worldwide Hard Assets Fund Subaccounts; which are for the year ended December
31, 1997 and the period from February 1, 1996 to December 31, 1996, the
Federated Insurance Series' U.S. Government Securities II Subaccount; the
Neuberger & Berman, Inc.'s AMT Limited Maturity Bond and AMT Partners
Subaccounts; and INVESCO, Inc.'s Health & Sciences, Industrial Income and
Technology Subaccounts which are for the period from May 1, 1997 to December
31, 1997. These financial statements are the responsibility of the management
of Fortis Benefits Insurance Company. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1997 by correspondence with
the custodian. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of each of the portfolio
subaccounts constituting Fortis Benefits Insurance Company Variable Account D at
December 31, 1997, and the changes in its net assets for the periods described
in the first paragraph, in conformity with generally accepted accounting
principles.

                                                 /s/ Ernst & Young LLP

Minneapolis, Minnesota
March 27, 1998

                                     11

<PAGE>

                         Fortis Benefits Insurance Company
                                 Variable Account D

                              Statement of Net Assets

                                 December 31, 1997

<TABLE>
<CAPTION>
                                                                                                                   ATTRIBUTABLE TO
                                                                                                                   FORTIS BENEFITS
                                                                                              NET ASSETS AT           INSURANCE
                                                            SHARES              COST           MARKET VALUE            COMPANY
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>             <C>                 <C>                   <C>
Investments in Fortis Series Fund, Inc.:
     Growth Stock                                        14,375,006      $   319,371,939     $   526,688,738         $ -
     U.S. Government Securities                          12,436,321          133,641,350         132,824,879         -
     Money Market                                         4,418,694           48,519,928          48,737,748         -
     Asset Allocation                                    24,886,252          369,053,147         438,465,903         -
     Diversified Income                                   8,183,245           96,070,615          98,063,099         -
     Global Growth                                       13,579,667          192,589,384         275,542,311         -
     Aggressive Growth                                    6,280,567           79,209,399          86,757,870         -
     Growth & Income                                     11,433,483          159,110,074         214,442,986         -
     High Yield                                           5,030,852           51,098,901          54,179,260         -
     Global Asset Allocation                              3,466,188           40,992,002          46,053,856         3,929,345
     Global Bond                                          1,765,333           19,093,344          18,796,550         5,498,223
     International Stock                                  4,743,824           56,508,624          63,379,379         3,929,653
     Value                                                3,534,352           43,077,826          47,432,774           989,974
     S & P 500                                            5,973,876           77,839,842          89,188,764         5,305,433
     Blue Chip Stock                                      4,414,170           55,644,996          65,094,254         5,199,878
Investments in Norwest Select Fund:
     ValuGrowth                                           1,255,007           17,561,630          21,661,424         -
     Intermediate Bond                                      830,073            9,156,722           9,180,606         -
     Small Company Stock                                    901,726           11,658,864          11,506,028         1,673,475
     Income Equity                                        2,910,000           34,946,322          39,808,806         -
Investments in Scudder Variable Life Investment
          Fund
          International                                     438,322            5,596,162           6,184,726         -
Investments in Alliance Variable Product Series:
     Money Market                                         7,052,507            7,052,507           7,052,507         -
     International                                          176,819            2,624,996           2,655,816         -
     Premier Growth                                          95,455            1,984,749           2,003,592         -


                                                                                          NET ASSET VALUE FOR
                                                      ATTRIBUTABLE TO       ACCUMULATION    VARIABLE ANNUITY
                                                          VARIABLE              UNITS        CONTRACTS PER
                                                           ANNUITY           OUTSTANDING    ACCUMULATION UNIT
                                                         CONTRACTS
- -------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                    <C>           <C>
Investments in Fortis Series Fund, Inc.:
     Growth Stock                                    $   526,688,738         157,557,760      $  3.34
     U.S. Government Securities                          132,824,879           7,743,923        17.15
     Money Market                                         48,737,748          31,691,981         1.54
     Asset Allocation                                    438,465,903         156,035,843         2.81
     Diversified Income                                   98,063,099          49,942,498         1.96
     Global Growth                                       275,542,311          14,220,295        19.38
     Aggressive Growth                                    86,757,870           6,551,667        13.24
     Growth & Income                                     214,442,986          11,003,248        19.49
     High Yield                                           54,179,260           4,194,544        12.92
     Global Asset Allocation                              42,124,511           2,918,483        14.43
     Global Bond                                          13,298,327           1,123,401        11.84
     International Stock                                  59,449,726           4,239,821        14.02
     Value                                                46,442,800           3,402,217        13.65
     S & P 500                                            83,883,331           5,698,661        14.72
     Blue Chip Stock                                      59,894,376           4,149,587        14.43
Investments in Norwest Select Fund:
     ValuGrowth                                           21,661,424           1,260,231        17.19
     Intermediate Bond                                     9,180,606             740,789        12.39
     Small Company Stock                                   9,832,553             611,312        16.08
     Income Equity                                        39,808,806           2,920,566        13.63
Investments in Scudder Variable Life Investment
          Fund
          International                                    6,184,726             437,666        14.13
Investments in Alliance Variable Product Series:
     Money Market                                          7,052,507             649,382        10.86
     International                                         2,655,816             245,490        10.82
     Premier Growth                                        2,003,592             127,363        15.73
</TABLE>

                                     12
<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                         Statement of Net Assets (continued)

<TABLE>
<CAPTION>
                                                                                ATTRIBUTABLE                            NET ASSET
                                                                                     TO                                 VALUE FOR
                                                                                    FORTIS   ATTRIBUTABLE                VARIABLE
                                                                                   BENEFITS      TO       ACCUMULATION    ANNUITY
                                                                    NET ASSETS AT  INSURANCE  VARIABLE       UNIT      CONTRACTS PER
                                                  SHARES     COST    MARKET VALUE   COMPANY    ANNUITY    OUTSTANDING   ACCUMULATION
                                                                                              CONTRACTS                     UNITS
                                                ------------------------------------------------------------------------------------
<S>                                             <C>      <C>        <C>            <C>       <C>          <C>          <C>
Investments in SAFECO Resource Series:
   Growth                                       159,934  $4,246,527   $3,734,465    $    -   $3,734,465     255,499        $14.62
   Equity                                        57,151   1,477,843    1,439,067         -    1,439,067     118,412         12.15
Investments in Federated Insurance Series:
   U.S. Government Securities II                 20,249     212,638      213,422         -      213,422      19,937         10.70
   High Income Bond Fund II                     235,896   2,533,079    2,583,066         -    2,583,066     207,634         12.44
   Utility II                                   115,477   1,602,778    1,650,178         -    1,650,178     121,810         13.55
   American Leaders II                          162,682   3,094,027    3,193,445         -    3,193,445     212,945         15.00
Investments in Lexington Funds, Inc.:
   Natural Resources Trust                       77,554   1,209,583    1,156,327         -    1,156,327      90,147         12.83
   Emerging Markets                              71,797     625,202      639,707         -      639,707      77,056          8.30
Investments in MFS Variable Insurance Trust:
   Emerging Growth                              258,277   4,073,740    4,168,592         -    4,168,592     303,026         13.76
   High Income                                   54,983     650,542      679,037         -      679,037      55,017         12.34
   World Government                              10,612     108,301      108,348         -      108,348      10,694         10.13
Investments in Montgomery Variable Funds:
   Emerging Markets                              62,209     665,132      657,547         -      657,547      62,541         10.51
   Growth                                       126,112   1,765,250    1,903,023         -    1,903,023     115,144         16.53
Investments in Strong Variable Insurance Funds:
   Discovery II                                  19,683     247,313      236,792         -      236,792      21,234         11.15
   Government Securities II                           -           -            -         -            -           -             -
   Advantage II                                       -           -            -         -            -           -             -
   International II                              35,494     339,380      330,805         -      330,805      36,547          9.05
Investments in American Century Investments:
   VP Balanced                                   68,765     565,613      566,623         -      566,623      44,869         12.63
   VP Growth                                     14,644     149,824      141,757         -      141,757      15,651          9.06

</TABLE>

                                     13
<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                         Statement of Net Assets (continued)

<TABLE>
<CAPTION>
                                                                               ATTRIBUTABLE                             NET ASSET
                                                                                 TO FORTIS   ATTRIBUTABLE ACCUMULATIO   VALUE FOR
                                                                  NET ASSETS AT  BENEFITS    TO VARIABLE    N UNITS      VARIABLE
                                         SHARES        COST       MARKET VALUE   INSURANCE      ANNUITY   OUTSTANDING    ANNUITY
                                                                                  COMPANY      CONTRACTS              CONTRACTS PER
                                                                                                                       ACCUMULATION
                                                                                                                           UNIT
                                       --------------------------------------------------------------------------------------------
<S>                                    <C>      <C>            <C>             <C>         <C>             <C>         <C>
Investments in Van Eck Worldwide
Insurance Trust:
     Worldwide Bond Fund               25,351   $      277,884 $      278,607  $   -       $      278,607       26,552     $10.49
     Worldwide Hard Assets Fund        84,227        1,381,845      1,323,208      -            1,323,208      135,426      9.77
Investments in Neuberger & Berman,
Inc.:
     AMT Limited Maturity Bond         23,809          334,594        336,187      -              336,187       32,024     10.50
     AMT Partners                      28,668          573,526        590,553      -              590,553       47,329     12.48
Investments in INVESCO, Inc.:
     Health & Sciences                 13,819          149,889        153,663      -              153,663       13,820     11.12
     Industrial Income                 19,806          351,069        337,492      -              337,492       27,808     12.14
     Technology                        14,713          174,352        168,898      -              168,898       14,794     11.42
                                                ----------------------------------------------------------------------
Totals                                          $1,859,213,254 $2,332,292,685  $26,525,981 $2,305,766,704  469,532,644
                                                ----------------------------------------------------------------------
                                                ----------------------------------------------------------------------
</TABLE>

SEE ACCOMPANYING NOTES.

                                     14
<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                          Statement of Changes in Net Assets

                             Year ended December 31, 1997

<TABLE>
<CAPTION>
                                             FORTIS     FORTIS U.S.     FORTIS                    FORTIS      FORTIS      FORTIS
                                             GROWTH     GOVERNMENT      MONEY    FORTIS ASSET  DIVERSIFIED    GLOBAL    AGGRESSIVE
                                              STOCK     SECURITIES      MARKET    ALLOCATION      INCOME      GROWTH      GROWTH
                                        -------------------------------------------------------------------------------------------
<S>                                      <C>            <C>           <C>        <C>          <C>           <C>         <C>
OPERATIONS
Dividend income                            $  49,675    $9,784,129    $2,375,151 $ 60,002,739 $  6,905,359  $         - $     1,231
Mortality and expense and policy advance
 charges                                  (7,089,187)   (1,875,555)     (750,583)  (5,433,367)  (1,307,512)  (3,682,512) (1,052,753)
Net realized gain (loss) on investments   20,147,178      (347,001)      820,447    6,303,022      177,507    5,836,551     102,856
Net unrealized appreciation (depreciation)
 of investments during the period         41,012,209     2,402,114      (304,737)   7,447,945    2,515,054   12,455,062   2,161,309
                                        -------------------------------------------------------------------------------------------
Net increase (decrease) in net assets
 resulting from operations                54,119,875     9,963,687     2,140,278   68,320,339    8,290,408   14,609,101   1,212,643

CAPITAL TRANSACTION
Purchase of Variable Account units        11,292,630     5,975,823    49,678,086   25,706,170    3,115,896   19,063,321  14,369,199
Redemption of Variable Account units     (53,729,345)  (38,528,792)  (58,875,709) (27,015,058) (14,932,392) (19,838,860) (5,395,939)
Mortality and expense charges redeemed     7,089,187     1,875,555       750,583    5,433,367    1,307,512    3,682,512   1,052,753
Funding of subaccount by Fortis Benefits
 Insurance Company                                 -             -             -            -            -            -           -
Redemption of Fortis Benefits Insurance
 Company investment in subaccount                  -             -             -            -            -            -           -
Dividend income distribution to Fortis
 Benefits Insurance Company                        -             -             -            -            -            -           -
Net increase (decrease) from capital    -------------------------------------------------------------------------------------------
 transactions                            (35,347,528)  (30,677,414)   (8,447,040)   4,124,479  (10,508,984)   2,906,973  10,026,013
Net assets at beginning of period        507,916,391   153,538,606    55,044,510  366,021,085  100,281,675  258,026,237  75,519,214
                                        -------------------------------------------------------------------------------------------
Net assets at end of period             $526,688,738  $132,824,879   $48,737,748 $438,465,903 $ 98,063,099 $275,542,311 $86,757,870
                                        -------------------------------------------------------------------------------------------
                                        -------------------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES.
</TABLE>

                                     15
<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                    Statement of Changes in Net Assets (continued)

                             Year ended December 31, 1997

<TABLE>
<CAPTION>
                                                               FORTIS GLOBAL   FORTIS       FORTIS
                                    FORTIS GROWTH  FORTIS HIGH     ASSET       GLOBAL    INTERNATIONAL                 FORTIS
                                      & INCOME        YIELD      ALLOCATION     BOND         STOCK     FORTIS VALUE   S & P 500
                                    -----------------------------------------------------------------------------------------------
<S>                                 <C>            <C>         <C>          <C>          <C>           <C>           <C>
OPERATIONS
Dividend income                     $  6,654,164   $   71,851  $ 2,358,159  $   805,285  $ 2,559,479   $ 2,718,491   $ 1,361,090
Mortality and expense and policy
 advance charges                      (2,311,419)    (641,985)    (489,857)    (172,763)    (684,830)     (377,532)     (607,630)
Net realized gain (loss)
 on investments                        1,120,673       85,907      218,706      (68,168)     309,917        61,399       831,297
Net unrealized appreciation
 (depreciation) of investments
 during the period                    33,449,045    4,156,960    2,537,910     (676,900)   2,974,721     3,471,343     9,928,599
                                    -----------------------------------------------------------------------------------------------
Net increase (decrease) in net
 assets resulting from operations     38,912,463    3,672,733    4,624,918     (112,546)   5,159,287     5,873,701    11,513,356

CAPITAL TRANSACTIONS
Purchase of Variable Account
 units                                56,082,796   14,037,885    9,248,738    2,704,435   16,326,079    29,249,997    82,381,056
Redemption of Variable Account
 units                                (4,951,613)  (3,986,387)  (1,791,957)  (2,463,332)  (2,103,233)     (695,317)  (23,769,708)
Mortality and expense charges
 redeemed                              2,311,419      641,983      489,857      172,763      684,830       377,532       607,630
Funding of subaccount by Fortis
 Benefits Insurance Company                    -            -            -            -            -             -             -
Redemption of Fortis Benefits
 Insurance Company investment
 in subaccount                                 -            -            -            -            -             -             -
Dividend income distribution to
 Fortis Benefits Insurance Company             -            -     (193,973)    (128,042)    (157,141)      (21,662)      (79,618)
                                    -----------------------------------------------------------------------------------------------
Net increase (decrease) from
 capital transactions                 53,442,602   10,693,483    7,752,665      285,824   14,750,535    28,910,550    59,139,360

Net assets at beginning of period    122,087,921   39,813,044   33,676,273   18,623,272   43,469,557    12,648,523    18,536,048
                                    -----------------------------------------------------------------------------------------------
Net assets at end of period         $214,442,986  $54,179,260  $46,053,856  $18,796,550  $63,379,379   $47,432,774   $89,188,764
                                    -----------------------------------------------------------------------------------------------
                                    -----------------------------------------------------------------------------------------------
</TABLE>

SEE ACCOMPANYING NOTES.

                                     16
<PAGE>

                         Fortis Benefits Insurance Company
                                 Variable Account D

                   Statement of Changes in Net Assets (continued)

                            Year ended December 31, 1997


<TABLE>
<CAPTION>
                                                                        NORWEST     NORWEST
                                             FORTIS BLUE    NORWEST  INTERMEDIATE     SMALL      NORWEST     SCUDDER      ALLIANCE
                                                CHIP      VALUGROWTH     BOND       COMPANY      INCOME   INTERNATIONAL MONEY MARKET
                                                STOCK                                 STOCK      EQUITY
                                         ------------------------------------------------------------------------------------------
<S>                                         <C>          <C>          <C>         <C>          <C>          <C>            <C>
OPERATIONS
Dividend income                             $   293,654  $   579,724  $  633,659  $ 1,503,400  $   330,791  $   89,071     $375,670
Mortality and expense and policy
 advance charges                               (447,570)    (221,359)   (101,678)     (95,073)    (305,439)    (66,114)     (33,431)
Net realized gain (loss) on investments         107,559      104,535       2,550       25,285       38,572      40,064            -
Net unrealized appreciation
 (depreciation) of investments during
 the period                                   8,118,339    2,305,264     165,968     (863,445)   4,243,198     164,076            -
                                         ------------------------------------------------------------------------------------------
Net increase (decrease) in net assets
 resulting from operations                    8,071,982    2,768,164     700,499      570,167    4,307,122     227,097       342,239

CAPITAL TRANSACTIONS
Purchase of Variable Account units           42,777,440    8,653,105   3,293,135    5,021,855   25,830,279   2,768,738  168,171,990
Redemption of Variable Account units           (832,257)    (476,484)   (779,906)    (276,048)    (309,223)   (302,454)(167,088,962)
Mortality and expense charges redeemed          447,570      221,359     101,678       95,073      305,439      66,114       33,431
Funding of subaccount by Fortis Benefits
 Insurance Company                                    -            -           -            -            -           -            -
Redemption of Fortis Benefits Insurance
 Company investment in subaccount                     -            -           -            -            -           -            -
Dividend income distribution to Fortis
 Benefits Insurance Company                     (58,517)           -           -            -            -           -            -
                                         ------------------------------------------------------------------------------------------
Net increase (decrease) from capital
 transactions                                42,334,236    8,397,980   2,614,907    4,840,880   25,826,495   2,532,398    1,116,459

Net assets at beginning of period            14,688,036   10,495,280   5,865,200    6,094,981    9,675,189   3,425,231    5,593,809
                                         ------------------------------------------------------------------------------------------
Net assets at end of period                 $65,094,254  $21,661,424  $9,180,606  $11,506,028  $39,808,806  $6,184,726   $7,052,507
                                         ------------------------------------------------------------------------------------------
                                         ------------------------------------------------------------------------------------------
</TABLE>

SEE ACCOMPANYING NOTES.

                                     17
<PAGE>

                       Fortis Benefits Insurance Company
                              Variable Account D

                Statement of Changes in Net Assets (continued)

                         Year ended December 31, 1997

<TABLE>
<CAPTION>
                                                                                              FEDERATED
                                                           ALLIANCE                               U.S.     FEDERATED
                                             ALLIANCE      PREMIER     SAFECO       SAFECO    GOVERNMENT   HIGH INCOME  FEDERATED
                                           INTERNATIONAL   GROWTH      GROWTH       EQUITY  SECURITIES II* BOND FUND II UTILITY II
                                           ---------------------------------------------------------------------------------------
 <S>                                       <C>          <C>           <C>         <C>       <C>           <C>         <C>
 OPERATIONS
 Dividend income                           $    19,713  $       954  $   506,511 $   102,844  $    3,957 $    67,548  $    4,035
 Mortality and expense and policy advance
   charges                                      (4,653)      (4,656)      (4,146)     (4,251)       (265)     (3,413)     (1,118)
 Net realized gain (loss) on investments       524,319      185,183      260,166      21,442      (1,381)    120,901      48,748
 Net unrealized appreciation (depreciation)
   of investments during the period             25,774       12,341     (501,499)    (19,125)        784      31,419      44,341
                                           ---------------------------------------------------------------------------------------
 Net increase (decrease) in net assets
   resulting from operations                   565,153      193,822      261,032     100,910       3,095     216,455      96,006

 CAPITAL TRANSACTIONS
 Purchase of Variable Account units         65,480,879   13,005,720   13,595,285   4,689,201   1,957,483   7,473,177   8,386,519
 Redemption of Variable Account units      (63,692,893) (11,432,296) (10,315,753) (3,551,876) (1,747,421) (6,024,386) (7,031,477)
 Mortality and expense charges redeemed          4,653        4,656        4,146       4,251         265       3,413       1,118
 Funding of subaccount by Fortis Benefits
   Insurance Company                                 -            -            -           -           -           -           -
 Redemption of Fortis Benefits Insurance
   Company investment in subaccount                  -            -            -           -           -           -           -
 Dividend income distribution to Fortis
   Benefits Insurance Company                        -            -            -           -           -           -           -
                                           ---------------------------------------------------------------------------------------
 Net increase (decrease) from capital
   transactions                              1,792,639    1,578,080    3,283,678   1,141,576     210,327   1,452,204    1,356,160

 Net assets at beginning of period             298,024      231,690      189,755     196,581           -     914,407      198,012
                                           ---------------------------------------------------------------------------------------
 Net assets at end of period               $ 2,655,816  $ 2,003,592  $ 3,734,465 $ 1,439,067  $  213,422 $ 2,583,066  $ 1,650,178
                                           ---------------------------------------------------------------------------------------
                                           ---------------------------------------------------------------------------------------
</TABLE>

* For the period from May 1, 1997 to December 31, 1997.

SEE ACCOMPANYING NOTES.


                                     18
<PAGE>

                       Fortis Benefits Insurance Company
                              Variable Account D

                Statement of Changes in Net Assets (continued)

                         Year ended December 31, 1997

<TABLE>
<CAPTION>
                                                           LEXINGTON
                                              FEDERATED     NATURAL    LEXINGTON                                        MONTGOMERY
                                               AMERICAN    RESOURCES    EMERGING  MFS EMERGING  MFS HIGH     MFS WORLD   EMERGING
                                              LEADERS II     TRUST      MARKETS      GROWTH       INCOME    GOVERNMENT   MARKETS
                                           ---------------------------------------------------------------------------------------
 <S>                                        <C>         <C>          <C>          <C>         <C>         <C>         <C>
 OPERATIONS
 Dividend income                            $   11,802  $   37,809   $      238   $    5,222  $        -  $    3,011   $     585
 Mortality and expense and policy advance
   charges                                      (6,487)     (4,044)      (1,766)      (8,094)     (3,208)       (888)     (2,178)
 Net realized gain (loss) on investments       366,916     147,314       22,277      278,077      64,089      (9,538)     17,971
 Net unrealized appreciation (depreciation)
   of investments during the period             87,367     (60,160)      13,703      124,482      28,378        (237)     (9,020)
                                           ---------------------------------------------------------------------------------------
 Net increase (decrease) in net assets
   resulting from operations                   459,598     120,919       34,452      399,687      89,259      (7,652)      7,358

 CAPITAL TRANSACTIONS
 Purchase of Variable Account units         20,909,386   7,675,556   10,873,736   50,380,648   2,109,055   4,223,973   7,351,843
 Redemption of Variable Account units      (18,677,016) (7,422,947) (10,335,967) (48,657,063) (1,917,469) (4,151,384) (6,894,401)
 Mortality and expense charges redeemed          6,487       4,044        1,766        8,094       3,208         888       2,178
 Funding of subaccount by Fortis Benefits
   Insurance Company                                 -           -            -            -           -           -           -
 Redemption of Fortis Benefits Insurance
   Company investment in subaccount                  -           -            -            -           -           -           -
 Dividend income distribution to Fortis
   Benefits Insurance Company                        -           -            -            -           -           -           -
                                           ---------------------------------------------------------------------------------------
 Net increase (decrease) from capital
   transactions                              2,238,857     256,653      539,535    1,731,679     194,794      73,477     459,620

 Net assets at beginning of period             494,990     778,755       65,720    2,037,226     394,984      42,523     190,569
                                           ---------------------------------------------------------------------------------------
 Net assets at end of period               $ 3,193,445  $1,156,327  $   639,707  $ 4,168,592  $  679,037  $  108,348   $ 657,547
                                           ---------------------------------------------------------------------------------------
                                           ---------------------------------------------------------------------------------------
</TABLE>

SEE ACCOMPANYING NOTES.

                                     19

<PAGE>

                       Fortis Benefits Insurance Company
                              Variable Account D

                Statement of Changes in Net Assets (continued)

                         Year ended December 31, 1997

<TABLE>
<CAPTION>
                                                         STRONG      STRONG                                   AMERICAN   AMERICAN
                                            MONTGOMERY DISCOVERY   GOVERNMENT    STRONG       STRONG         CENTURY VP   CENTURY
                                             GROWTH     FUND II   SECURITIES II ADVANTAGE II INTERNATIONAL II  BALANCED  VP GROWTH
                                         -----------------------------------------------------------------------------------------
 <S>                                     <C>           <C>         <C>          <C>          <C>          <C>         <C>
 OPERATIONS
 Dividend income                           $  80,509   $         -  $   4,238 $     6,644     $   25,600 $     8,363  $    2,139
 Mortality and expense and policy advance
   charges                                    (2,758)         (673)      (446)       (122)        (2,462)     (1,284)       (355)
 Net realized gain (loss) on investments     110,597         6,584      1,688       6,199         (1,178)    (65,865)     32,718
 Net unrealized appreciation (depreciation)
   of investments during the period          156,818       (12,707)       277       1,352        (11,451)         51      (7,181)
                                         -----------------------------------------------------------------------------------------
 Net increase (decrease) in net assets
   resulting from operations                 345,166        (6,796)     5,757      14,073         10,509     (58,735)     27,321

 CAPITAL TRANSACTIONS
 Purchase of Variable Account units        4,720,065     1,491,187    192,449      40,789     13,896,848   9,336,521   5,761,482
 Redemption of Variable Account units     (4,059,313)   (1,339,858)  (267,953)   (356,157)   (13,937,360) (8,825,530) (5,717,321)
 Mortality and expense charges redeemed        2,758           673        446         122          2,462       1,284         355
 Funding of subaccount by Fortis Benefits
   Insurance Company                               -             -          -           -              -           -           -
 Redemption of Fortis Benefits Insurance
   Company investment in subaccount                -             -          -           -              -           -           -
 Dividend income distribution to Fortis
   Benefits Insurance Company                      -             -          -           -              -           -           -
                                         -----------------------------------------------------------------------------------------
 Net increase (decrease) from capital
   transactions                              663,510       152,002    (75,058)   (315,246)       (38,050)    512,275      44,516

 Net assets at beginning of period           894,347        91,586     69,301     301,173        358,346     113,083      69,920
                                         -----------------------------------------------------------------------------------------
 Net assets at end of period             $ 1,903,023   $   236,792  $       -  $        -   $    330,805  $  566,623  $  141,757
                                         -----------------------------------------------------------------------------------------
                                         -----------------------------------------------------------------------------------------

</TABLE>


SEE ACCOMPANYING NOTES.

                                     20
<PAGE>

                       Fortis Benefits Insurance Company
                              Variable Account D

                Statement of Changes in Net Assets (continued)

                         Year ended December 31, 1997

<TABLE>
<CAPTION>
                                                        VAN ECK     NEUBERGER &
                                       VAN ECK         WORLDWIDE     BERMAN AMT      NEUBERGER &
                                      WORLDWIDE       HARD ASSETS     LIMITED        BERMAN AMT
                                      BOND FUND          FUND      MATURITY BOND*     PARTNERS*
                                     -------------------------------------------------------------
 <S>                                 <C>             <C>          <C>              <C>
 OPERATIONS
 Dividend income                      $    1,403     $    21,541   $         -      $        -
 Mortality and expense and policy
   advance charges                        (1,009)         (4,933)         (742)         (1,259)
 Net realized gain (loss) on
   investments                            15,991         176,670         8,178          12,902
 Net unrealized appreciation
   (depreciation) of investments
   during the period                         325         (76,669)        1,593          17,027
                                      -------------------------------------------------------------
 Net increase (decrease) in net
   assets resulting from operations       16,710         116,609         9,029          28,670

 CAPITAL TRANSACTIONS
 Purchase of Variable Account units    2,437,708      13,173,938     3,132,473       1,237,645
 Redemption of Variable Account
   units                              (2,213,520)    (12,443,877)   (2,806,057)       (677,021)
 Mortality and expense charges
   redeemed                                1,009           4,933           742           1,259
 Funding of subaccount by Fortis
   Benefits Insurance Company                  -               -             -               -
 Redemption of Fortis Benefits
   Insurance Company investment in
   subaccount                                  -               -             -               -
 Dividend income distribution to
   Fortis Benefits Insurance Company           -               -             -               -
                                     -------------------------------------------------------------
 Net increase (decrease) from
   capital transactions                  225,197         734,994       327,158         561,883

 Net assets at beginning of period        36,700         471,605             -               -
                                     -------------------------------------------------------------
 Net assets at end of period         $   278,607   $   1,323,208   $   336,187     $   590,553
                                     -------------------------------------------------------------
                                     -------------------------------------------------------------

<CAPTION>

                                          INVESCO      INVESCO
                                          HEALTH&     INDUSTRIAL     INVESCO        COMBINED
                                         SCIENCES*     INCOME*      TECHNOLOGY* VARIABLE ACCOUNT
                                     -------------------------------------------------------------
 OPERATIONS
 Dividend income                      $    1,508   $      23,677   $         -  $  100,392,623
 Mortality and expense and policy
   advance charges                          (293)           (361)         (393)    (27,814,406)
 Net realized gain (loss) on
   investments                            (3,047)          5,339         1,683      38,273,799
 Net unrealized appreciation
   (depreciation) of investments
   during the period                       3,774         (13,577)       (5,452)    137,496,762
                                     -------------------------------------------------------------
 Net increase (decrease) in net
   assets resulting from operations        1,942          15,078        (4,162)    248,348,778

 CAPITAL TRANSACTIONS
 Purchase of Variable Account units      664,230         512,375     1,293,756     871,752,580
 Redemption of Variable Account
   units                                (512,802)       (190,322)   (1,121,089)   (684,463,505)
 Mortality and expense charges
   redeemed                                  293             361           393      27,814,406
 Funding of subaccount by Fortis
   Benefits Insurance Company                  -               -             -               -
 Redemption of Fortis Benefits
   Insurance Company investment in
   subaccount                                  -               -             -               -
 Dividend income distribution to
   Fortis Benefits Insurance Company           -               -             -        (638,953)
                                     -------------------------------------------------------------
 Net increase (decrease) from
   capital transactions                  151,721         322,414       173,060     214,464,528

 Net assets at beginning of period             -               -             -   1,869,479,379
                                     -------------------------------------------------------------
 Net assets at end of period           $ 153,663       $ 337,492    $  168,898  $2,332,292,685
                                     -------------------------------------------------------------
                                     -------------------------------------------------------------
</TABLE>


* For the period from May 1, 1997 to December 31, 1997.

SEE ACCOMPANYING NOTES.

                                     21
<PAGE>

                       Fortis Benefits Insurance Company
                              Variable Account D

                       Statement of Changes in Net Assets

                          Year ended December 31, 1996


<TABLE>
<CAPTION>
                                                            FORTIS U.S.                                 FORTIS
                                            FORTIS GROWTH   GOVERNMENT   FORTIS MONEY  FORTIS ASSET   DIVERSIFIED  FORTIS GLOBAL
                                                STOCK       SECURITIES      MARKET      ALLOCATION      INCOME         GROWTH
                                           ----------------------------------------------------------------------------------------
 <S>                                       <C>            <C>            <C>          <C>            <C>           <C>
 OPERTIONS
 Dividend income                             $  1,755,003  $ 11,268,567  $  1,961,696  $ 18,389,804  $  7,814,749  $    349,640
 Mortality and expense and policy advance
   charges                                     (6,383,239)   (2,182,582)     (304,880)   (4,666,220)   (1,375,570)   (2,982,707)
 Net realized gain (loss) on investments        6,173,815      (229,036)      875,419     4,730,794        94,162     1,304,350
 Net unrealized appreciation (depreciation)
   of investments during the period            62,258,164    (8,049,967)     (396,193)   17,669,052    (3,883,159)   34,010,868
                                           -------------------------------------------------------------------------------------
 Net increase (decrease) in net assets
   resulting  from operations                  63,803,743       806,982     2,136,042    36,123,430     2,650,182    32,682,151

 CAPITAL TRANSACTIONS
 Purchase of Variable Account units            40,354,935     9,792,095    53,529,569    35,139,069     4,487,798    56,339,715
 Redemption of Variable Account units         (19,671,112)  (32,995,603)  (38,173,512)  (27,343,627)  (12,133,337)   (4,633,717)
 Mortality and expense charges redeemed         6,383,239     2,182,582       304,880     4,666,220     1,375,570     2,982,707
 Funding of subaccount by Fortis Benefits
   Insurance Company                                    -             -             -             -             -             -
 Redemption of Fortis Benefits Insurance
   Company investment in subaccount                     -             -             -             -             -             -
 Dividend income distribution to
   Fortis Benefits Insurance Company                    -             -             -             -             -             -
 Net increase (decrease) from capital      -------------------------------------------------------------------------------------
   transactions                                27,067,062   (21,020,926)   15,660,937    12,461,662    (6,269,969)   54,688,705

 Net assets at beginning of period            417,045,586   173,752,550    37,247,531   317,435,993   103,901,462   170,655,381
                                           -------------------------------------------------------------------------------------
 Net assets at end of period                 $507,916,391  $153,538,606  $ 55,044,510  $366,021,085  $100,281,675  $258,026,237
                                           -------------------------------------------------------------------------------------
                                           -------------------------------------------------------------------------------------
</TABLE>

SEE ACCOMPANYING NOTES.

                                     22
<PAGE>

                       Fortis Benefits Insurance Company
                              Variable Account D

                 Statement of Changes in Net Assets (continued)

                         Year ended December 31, 1996


<TABLE>
<CAPTION>
                                                 FORTIS                                 FORTIS GLOBAL                   FORTIS
                                               AGGRESSIVE  FORTIS GROWTH   FORTIS HIGH      ASSET      FORTIS GLOBAL  INTERNATIONAL
                                                 GROWTH      & INCOME         YIELD       ALLOCATION       BOND          STOCK
                                           ----------------------------------------------------------------------------------------
 <S>                                       <C>             <C>            <C>           <C>           <C>           <C>
 OPERATIONS
 Dividend income                              $   130,127  $  3,357,159   $ 3,381,726   $ 1,354,041   $   900,099   $ 1,318,016
 Mortality and expense and policy advance
   charges                                       (818,660)   (1,187,861)     (431,670)     (300,249)     (142,264)     (377,251)
 Net realized gain (loss) on investments        1,462,499       214,625        60,612        62,447        11,779       153,762
 Net unrealized appreciation (depreciation)
   of investments during the period               311,941    14,270,467      (261,534)    2,171,960       394,408     3,249,452
                                           ----------------------------------------------------------------------------------------
 Net increase (decrease) in net assets
   resulting from operations                    1,085,907    16,654,390     2,749,134     3,288,199     1,164,022     4,343,979

 CAPITAL TRANSACTIONS
 Purchase of Variable Account units            45,154,232    51,705,892    14,950,454    15,032,759     8,709,675    24,843,475
 Redemption of Variable Account units          (9,407,569)   (1,795,563)   (3,738,286)     (743,168)   (2,924,096)   (2,013,891)
 Mortality and expense charges redeemed           818,660     1,187,861       431,670       300,249       142,264       377,251
 Funding of subaccount by Fortis Benefits
   Insurance Company                                    -             -             -     2,944,303     5,030,752     2,926,075
 Redemption of Fortis Benefits Insurance
   Company investment in subaccount                     -             -             -             -             -             -
 Dividend income distribution to Fortis
   Benefits Insurance Company                           -             -             -      (142,728)     (218,365)     (101,798)
                                           ----------------------------------------------------------------------------------------
 Net increase (decrease) from capital
   transactions                                36,565,323    51,098,190    11,643,838    17,391,415    10,740,230    26,031,112

 Net assets at beginning of period             37,867,984    54,335,341    25,420,072    12,996,659     6,719,020    13,094,466
                                           ----------------------------------------------------------------------------------------
 Net assets at end of period                  $75,519,214  $122,087,921   $39,813,044   $33,676,273   $18,623,272   $43,469,557
                                           ----------------------------------------------------------------------------------------
                                           ----------------------------------------------------------------------------------------
</TABLE>

SEE ACCOMPANYING NOTES.

                                     23
<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                    Statement of Changes in Net Assets (continued)

                             Year ended December 31, 1996

<TABLE>
<CAPTION>
                                                                             FORTIS                       NORWEST         NORWEST
                                                             FORTIS         BLUE CHIP      NORWEST      INTERMEDIATE   SMALL COMPANY
                                            FORTIS VALUE*   S & P 500*        STOCK*      VALUGROWTH       BOND            STOCK
                                            ----------------------------------------------------------------------------------------
<S>                                         <C>            <C>            <C>            <C>            <C>            <C>
OPERATIONS
Dividend income                             $    67,900    $   102,931    $    50,146    $    82,203     $  266,665     $  512,352
Mortality and expense and policy
  advance charges                               (50,034)       (58,475)       (42,346)      (106,853)       (59,335)       (36,673)
Net realized gain (loss) on investments           4,138         79,382        101,880         55,679          2,306          8,076
Net unrealized appreciation (depreciation)
  of investments during the period              883,605      1,420,323      1,330,919      1,308,423       (240,519)       722,953
                                            ----------------------------------------------------------------------------------------
Net increase (decrease) in net assets
  resulting from operations                     905,609      1,544,161      1,440,599      1,339,452        (30,883)     1,206,708

CAPITAL TRANSACTIONS
Purchase of Variable Account units           11,049,449     14,397,817     12,543,584      4,632,105      3,468,748      3,069,610
Redemption of Variable Account units            (62,025)      (990,762)    (2,873,938)      (340,655)      (700,061)      (128,442)
Mortality and expense charges redeemed           50,034         58,475         42,346        106,853         59,335         36,673
Funding of subaccount by Fortis Benefits
  Insurance Company                             710,000      3,550,000      3,550,000              -              -      1,038,350
Redemption of Fortis Benefits Insurance
  Company investment in subaccount                    -              -              -              -              -              -
Dividend income distribution to Fortis
  Benefits Insurance Company                     (4,544)       (23,643)       (14,555)             -              -              -
                                            ----------------------------------------------------------------------------------------
Net increase (decrease) from capital
  transactions                               11,742,914     16,991,887     13,247,437      4,398,303      2,828,022      4,016,191

Net assets at beginning of period                     -              -              -      4,757,525      3,068,061        872,082
                                            ----------------------------------------------------------------------------------------
Net assets at end of period                 $12,648,523    $18,536,048    $14,688,036    $10,495,280     $5,865,200     $6,094,981
                                            ----------------------------------------------------------------------------------------
                                            ----------------------------------------------------------------------------------------
</TABLE>

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

SEE ACCOMPANYING NOTES.

                                     24
<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                    Statement of Changes in Net Assets (continued)

                             Year ended December 31, 1996


<TABLE>
<CAPTION>
                                               NORWEST                     ALLIANCE                       ALLIANCE
                                               INCOME         SCUDDER        MONEY        ALLIANCE        PREMIER         SAFECO
                                               EQUITY*     INTERNATIONAL   MARKET***    INTERNATIONAL***  GROWTH***       GROWTH**
                                             --------------------------------------------------------------------------------------
<S>                                          <C>           <C>           <C>            <C>             <C>              <C>
OPERATIONS
Dividend income                              $   73,375     $   47,233   $    102,380    $     1,304    $    24,242      $  14,945
Mortality and expense and policy
  advance charges                               (42,286)       (37,291)       (10,300)          (544)          (671)           (48)
Net realized gain (loss) on investments           3,546          7,053              -          1,004         28,494         (6,108)
Net unrealized appreciation (depreciation)
  of investments during the period              619,284        312,160              -          5,046          6,502        (10,564)
                                             --------------------------------------------------------------------------------------
Net increase (decrease) in net assets
  resulting from operations                     653,919        329,155         92,080          6,810         58,567         (1,775)

CAPITAL TRANSACTIONS
Purchase of Variable Account units            9,076,709      1,328,103     29,009,905      3,914,735      1,256,492        441,504
Redemption of Variable Account units            (97,725)       (80,771)   (23,518,476)    (3,624,065)    (1,084,040)      (250,022)
Mortality and expense charges redeemed           42,286         37,291         10,300            544            671             48
Funding of subaccount by Fortis Benefits
  Insurance Company                                   -              -              -              -              -              -
Redemption of Fortis Benefits Insurance
  Company investment in subaccount                    -              -              -              -              -              -
Dividend income distribution to Fortis
  Benefits Insurance Company                          -              -              -              -              -              -
                                             --------------------------------------------------------------------------------------
Net increase (decrease) from capital
transactions                                  9,021,270      1,284,623      5,501,729        291,214        173,123        191,530

Net assets at beginning of period                     -      1,811,453              -              -              -              -
                                             --------------------------------------------------------------------------------------
Net assets at end of period                  $9,675,189     $3,425,231   $  5,593,809    $   298,024    $   231,690      $ 189,755
                                             --------------------------------------------------------------------------------------
                                             --------------------------------------------------------------------------------------
</TABLE>


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

SEE ACCOMPANYING NOTES.

                                     25
<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                    Statement of Changes in Net Assets (continued)

                             Year ended December 31, 1996


<TABLE>
<CAPTION>
                                                                                                         LEXINGTON
                                                             FEDERATED                     FEDERATED      NATURAL      LEXINGTON
                                                SAFECO      HIGH INCOME     FEDERATED      AMERICAN      RESOURCES      EMERGING
                                                EQUITY**  BOND FUND II*** UTILITY II***  LEADERS II***     TRUST***    MARKETS***
                                               ------------------------------------------------------------------------------------
<S>                                            <C>        <C>             <C>            <C>            <C>            <C>
OPERATIONS
Dividend income                                $ 17,950     $   20,894     $    2,018     $    3,741    $     1,130    $         -
Mortality and expense and policy
  advance charges                                   (26)        (1,205)          (203)          (869)          (909)          (253)
Net realized gain (loss) on investments               -          6,428         11,122         22,746         33,868           (583)
Net unrealized appreciation (depreciation)
  of investments during the period              (19,651)        18,570          3,058         12,051          6,904            801
                                               ------------------------------------------------------------------------------------
Net increase (decrease) in net assets
  resulting from operations                      (1,727)        44,687         15,995         37,669         40,993            (35)

CAPITAL TRANSACTIONS
Purchase of Variable Account units              198,282      1,538,226      1,026,928      1,372,344      2,056,140      1,131,006
Redemption of Variable Account units                  -       (669,711)      (845,114)      (915,892)    (1,319,287)    (1,065,504)
Mortality and expense charges redeemed               26          1,205            203            869            909            253
Funding of subaccount by Fortis Benefits
  Insurance Company                                   -              -              -              -              -              -
Redemption of Fortis Benefits Insurance
  Company investment in subaccount                    -              -              -              -              -              -
Dividend income distribution to Fortis
  Benefits Insurance Company                          -              -              -              -              -              -
                                               ------------------------------------------------------------------------------------
Net increase (decrease) from capital
  transactions                                  198,308        869,720        182,017        457,321        737,762         65,755

Net assets at beginning of period                     -              -              -              -              -              -
                                               ------------------------------------------------------------------------------------
Net assets at end of period                    $196,581     $  914,407     $  198,012     $  494,990    $   778,755    $    65,720
                                               ------------------------------------------------------------------------------------
                                               ------------------------------------------------------------------------------------
</TABLE>


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

SEE ACCOMPANYING NOTES.

                                     26
<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                    Statement of Changes in Net Assets (continued)

                             Year ended December 31, 1996


<TABLE>
<CAPTION>
                                                                                 MONTGOMERY                STRONG       STRONG
                                         MFS EMERGING   MFS HIGH    MFS WORLD     EMERGING   MONTGOMERY   DISCOVERY   GOVERNMENT
                                           GROWTH***    INCOME***  GOVERNMENT*** MARKETS***  GROWTH***   FUND II*** SECURITIES II***
                                        --------------------------------------------------------------------------------------------
<S>                                     <C>             <C>        <C>           <C>        <C>          <C>        <C>
OPERATIONS
Dividend income                         $      8,097    $  21,440   $       -    $     391 $    41,303    $   6,715   $   1,630
Mortality and expense and
  policy advance charges                      (3,876)      (1,019)       (116)        (375)     (1,779)        (544)       (671)
Net realized gain (loss)
  on investments                             148,625       12,701       2,897         (499)     42,751       (5,280)      2,051
Net unrealized appreciation
  (depreciation)of investments
  during the period                          (29,630)         116         283        1,434     (19,045)       2,186        (276)
                                        --------------------------------------------------------------------------------------------
Net increase (decrease) in net
  assets resulting from operations           123,216       33,238       3,064          951      63,230        3,077       2,734

CAPITAL TRANSACTIONS
Purchase of Variable Account units        21,176,704      672,340     262,500      801,303   2,961,408      321,349     743,861
Redemption of Variable Account units     (19,266,570)    (311,613)   (223,157)    (612,060) (2,132,070)    (233,384)   (677,965)
Mortality and expense charges redeemed         3,876        1,019         116          375       1,779          544         671
Funding of subaccount by Fortis
  Benefits Insurance Company                       -            -           -            -           -            -           -
Redemption of Fortis Benefits Insurance
  Company investment in subaccount                 -            -           -            -           -            -           -
Dividend income distribution to Fortis
  Benefits Insurance Company                       -            -           -            -           -            -           -
                                        --------------------------------------------------------------------------------------------
Net increase (decrease) from capital
  transactions                             1,914,010      361,746      39,459      189,618     831,117       88,509      66,567

Net assets at beginning of period                  -            -           -            -           -            -           -
                                        --------------------------------------------------------------------------------------------
Net assets at end of period             $  2,037,226    $ 394,984   $  42,523    $ 190,569 $   894,347    $  91,586   $  69,301
                                        --------------------------------------------------------------------------------------------
                                        --------------------------------------------------------------------------------------------
</TABLE>

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

SEE ACCOMPANYING NOTES.

                                     27
<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                    Statement of Changes in Net Assets (continued)

                             Year ended December 31, 1996

<TABLE>
<CAPTION>
                                                                                              VAN ECK     VAN ECK
                                            STRONG      STRONG      AMERICAN    AMERICAN     WORLDWIDE   WORLDWIDE      COMBINED
                                          ADVANTAGE  INTERNATIONAL CENTURY VP    CENTURY      BOND      HARD ASSETS     VARIABLE
                                             II***      II***     BALANCED***  VP GROWTH***   FUND***      FUND***      ACCOUNT
                                         -----------------------------------------------------------------------------------------
<S>                                      <C>         <C>          <C>          <C>          <C>         <C>         <C>
OPERATIONS
Dividend income                          $    5,379   $    1,058   $      140   $      113  $      468   $    3,629 $   53,462,399
Mortality and expense and policy                (48)         (26)      (1,205)        (203)       (869)      (1,505)   (21,613,710)
  advance charges
Net realized gain (loss) on investments       1,416       15,704        2,990       (5,589)       (109)      (3,564)    15,488,353
Net unrealized appreciation
  (depreciation) of investments during
  the period                                 (1,352)       2,576          959         (886)        398       18,031    128,100,118
                                         -----------------------------------------------------------------------------------------
Net increase (decrease) in net assets
  resulting from operations                   5,395       19,312        2,884       (6,565)       (112)      16,591    175,437,160

CAPITAL TRANSACTIONS
Purchase of Variable Account units        1,277,539    4,776,591      651,649    1,563,734      63,735    2,385,593    499,209,661
Redemption of Variable Account units       (981,809)  (4,437,583)    (542,655)  (1,487,452)    (27,792)  (1,932,084)  (227,006,165)
Mortality and expense charges redeemed           48           26        1,205          203         869        1,505     21,613,710
Funding of subaccount by Fortis
  Benefits Insurance Company                      -            -            -            -           -            -     19,749,480
Redemption of Fortis Benefits Insurance
  Company investment in subaccount                -            -            -            -           -            -              -
Dividend income distribution to Fortis
  Benefits Insurance Company                      -            -            -            -           -            -       (505,633)
                                         -----------------------------------------------------------------------------------------
Net increase (decrease) from capital
  transactions                              295,778      339,034      110,199       76,485      36,812      455,014    313,061,053
Net assets at beginning of period                 -            -            -            -           -            -  1,380,981,166
                                         -----------------------------------------------------------------------------------------
Net assets at end of period              $  301,173   $  358,346   $  113,083   $   69,920  $   36,700   $  471,605 $1,869,479,379
                                         -----------------------------------------------------------------------------------------
                                         -----------------------------------------------------------------------------------------
</TABLE>

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

SEE ACCOMPANYING NOTES.

                                     28
<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                            Notes to Financial Statements

                                  December 31, 1997


1. GENERAL

FORTIS BENEFITS INSURANCE COMPANY

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

Fortis Benefits was founded in 1910. At the end of 1997, Fortis Benefits had
approximately $94 billion of total life insurance in force. Fortis Benefits is a
Minnesota corporation and is qualified to sell life insurance and annuity
contracts in the District of Columbia and in all states except New York. Fortis
Benefits is an indirectly wholly-owned subsidiary of Fortis, Inc., which is
itself indirectly owned 50% by N.V. AMEV and 50% by Compagnie Financiere et de
Reassurance du Group AG ("Group AG"). Fortis, Inc. manages the United States
operations for these two companies.

N.V. AMEV is a diversified financial services company headquartered in Utrecht,
The Netherlands, where its insurance operations began in 1847. Group AG is a
diversified financial services company headquartered in Brussels, Belgium, where
its insurance operations began in 1824. N.V. AMEV and Group AG have merged their
operating companies under the trade name of Fortis. The Fortis group of
companies is active in insurance, banking, and financial services, and real
estate development in The Netherlands, Belgium, the United States, Western
Europe, and the Pacific Rim. The Fortis group of companies had assets in excess
of $167 billion at the end of 1997.

There were forty-nine subaccounts that had activity in 1997, forty-seven of
these subaccounts are active, and two are inactive as of December 31, 1997. The
investment objectives and policies of each of the Account's subaccounts are as
follows.


                                     29
<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                            Notes to Financial Statements

                                  December 31, 1997


ACTIVE SUBACCOUNTS

FORTIS SERIES FUND, INC.

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


                                     30
<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


1. GENERAL (CONTINUED)

FORTIS SERIES FUND, INC. (CONTINUED)

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

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

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

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

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

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

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

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


                                     31
<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


1. GENERAL (CONTINUED)

FORTIS SERIES FUND, INC. (CONTINUED)

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

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

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

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

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

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

NORWEST SELECT FUNDS

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

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


                                     32
<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


1. GENERAL (CONTINUED)

NORWEST SELECT FUNDS (CONTINUED)

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

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

SCUDDER VARIABLE LIFE INVESTMENT FUND

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

ALLIANCE VARIABLE PRODUCT SERIES

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

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

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


                                     33
<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


1. GENERAL (CONTINUED)

SAFECO RESOURCE SERIES

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

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

FEDERATED INSURANCE SERIES

- -    U.S. GOVERNMENT SECURITIES II SUBACCOUNT--seeks to provide current income,
     by investing at least 65% of the value of the assets in securities of the
     U.S. Government, its agencies or instrumentalities.

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

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

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

LEXINGTON FUNDS, INC.

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

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


                                     34
<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


1. GENERAL (CONTINUED)

MFS VARIABLE INSURANCE TRUST

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

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

- -    WORLD GOVERNMENT SUBACCOUNT--seeks growth of capital, with moderate current
     income through investment in an internationally diversified portfolio
     consisting primarily of debt securities and, to a lesser extent, equity
     securities.

MONTGOMERY VARIABLE FUNDS

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

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

STRONG VARIABLE INSURANCE FUNDS

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

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


                                     35
<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


1. GENERAL (CONTINUED)

AMERICAN CENTURY INVESTMENTS

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

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

VAN ECK WORLDWIDE INSURANCE TRUST

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

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

NEUBERGER & BERMAN, INC.

- -    AMT LIMITED MATURITY BOND SUBACCOUNT--seeks to provide the highest current
     income consistent with low risk by primarily investing in U.S. Government
     and Agency securities and investment grade debt securities issued by
     financial institutions, corporations and others.

- -    AMT PARTNERS SUBACCOUNT--seeks capital growth, by investing principally in
     common stock of any other equity securities of established companies.

INVESCO VARIABLE INVESTMENTS FUNDS, INC.

- -    HEALTH & SCIENCES SUBACCOUNT--seeks capital appreciation by investing in
     equity securities of companies that develop, produce or distribute products
     or services related to health care.


                                     36
<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


1. GENERAL (CONTINUED)

INVESCO VARIABLE INVESTMENTS FUNDS, INC. (CONTINUED)

- -    INDUSTRIAL INCOME SUBACCOUNT--seeks the best possible current income while
     following sound investment practices. The fund normally invests 65% of its
     total assets in dividend-paying common stock, and an additional 10% in
     equity securities that do not pay a regular dividend, with the remainder
     being invested in corporate bonds.

- -    TECHNOLOGY SUBACCOUNT--seeks capital appreciation by investing in equity
     securities of companies in technology-related industries.

INACTIVE SUBACCOUNTS

STRONG VARIABLE INSURANCE FUNDS

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

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

INVESTMENT TRANSACTIONS

Capital gain distributions from subaccounts are recorded on the ex-dividend date
and reinvested upon receipt.


                                     37
<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


2. Summary of Significant Accounting Policies (continued)

INVESTMENT INCOME

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

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of net assets at the date of the financial
statements and the reported amounts of net increase and decrease in net assets
from operations during the reporting period. Actual results could differ from
these estimates.

3. INVESTMENTS

Investment in shares of the Fortis Series Fund, Inc. Subaccounts are stated at
market value, which is based on the percentage owned by the Account of the net
asset value of the respective portfolios of these Series. The Series' net asset
value is based on market quotations of the securities held in the portfolio.
Investment in the other subaccounts is valued at the net asset (market) value
per share at the close of business on December 31, 1997, as reported by the
respective mutual fund.

The cost of investments sold and redeemed is determined on the average cost
method. Unrealized appreciation or depreciation of investments represents the
Account's share of the subaccounts' undistributed net investment income,
undistributed realized gains or losses and unrealized appreciation or
depreciation.


                                     38
<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


3. INVESTMENTS (CONTINUED)

Purchases and sales of shares of the Fund are recorded on the trade date. The
number of shares and aggregate cost of purchases, including reinvested dividends
and realized capital gains, and average cost of investments sold or redeemed
were as follows:

<TABLE>
<CAPTION>

YEAR ENDED DECEMBER 31, 1997
                                                                      SHARES
                                                         --------------------------------         COST OF          COST OF SALES/
                                                            PURCHASED           SOLD             PURCHASES          REDEMPTIONS
                                                         ------------------------------------------------------------------------
<S>                                                      <C>               <C>                <C>                 <C>
  Fortis Series Fund, Inc.:
    Growth Stock                                             335,736          1,531,197       $  11,342,305       $  33,582,166
    U.S. Government Securities                             1,516,213          3,606,464          15,759,952          38,875,792
    Money Market                                           4,699,565          5,310,661          52,053,237          58,055,261
    Asset Allocation                                       4,812,001          1,449,334          85,708,909          20,712,037
    Diversified Income                                       865,982          1,255,212          10,021,255          14,754,885
    Global Growth                                            995,381            999,116          19,063,321          14,002,309
    Aggressive Growth                                      1,136,613            420,068          14,370,430           5,293,083
    Growth & Income                                        3,670,172            288,495          62,736,960           3,830,940
    High Yield                                             1,365,421            386,498          14,109,736           3,900,480
    Global Asset Allocation                                  869,773            147,998          11,606,897           1,767,225
    Global Bond                                              309,549            239,582           3,509,720           2,659,542
    International Stock                                    1,405,870            168,466          18,885,558           1,950,457
    Value                                                  2,474,886             56,145          31,968,488             655,579
    S & P 500                                              6,117,672          1,766,129          83,742,146          23,018,029
    Blue Chip Stock                                        3,219,587             67,752          43,071,094             783,215
  Norwest Select Fund:
    ValuGrowth                                               552,655             28,517           9,232,829             371,949
    Intermediate Bond                                        353,877             70,931           3,926,794             777,355
    Small Company Stock                                      451,498             19,700           6,525,255             250,763
    Income Equity                                          2,067,474             24,292          26,161,070             270,651
  Scudder Variable Life Investment Fund:
    International                                            201,696             21,882           2,857,809             262,389
  Alliance Variable Product Series:
    Money Market                                         168,743,834        167,088,962         168,547,660         167,088,962
    International                                          4,259,167          4,102,363          65,500,592          63,168,574
    Premier Growth                                           659,976            579,278          13,006,674          11,247,113
  SAFECO Resource Series:
    Growth                                                   558,931            408,849          14,101,796          10,055,588
    Equity                                                   200,558            150,645           4,792,045           3,530,435
  Federated Insurance Series:
    U.S. Government Securities II                            189,579            169,330           1,961,440           1,748,802
    High Income Bond Fund II                                 717,728            571,130           7,540,725           5,903,485
</TABLE>

                                     39
<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


3. INVESTMENTS (CONTINUED)

<TABLE>
<CAPTION>

YEAR ENDED DECEMBER 31, 1997 (CONTINUED)
                                                                      SHARES
                                                         --------------------------------         COST OF          COST OF SALES/
                                                            PURCHASED           SOLD             PURCHASES          REDEMPTIONS
                                                         ------------------------------------------------------------------------
<S>                                                      <C>               <C>                <C>                 <C>
  Federated Insurance Series (continued):
    Utility II                                               654,493            555,782       $    8,390,554      $    6,982,730
    American Leaders II                                    1,176,026          1,045,781           20,921,188          18,310,100
  Lexington Funds, Inc.:
    Natural Resources Trust                                  514,330            491,272            7,713,365           7,275,632
    Emerging Markets                                       1,022,290            957,013           10,873,974          10,313,690
  MFS Variable Insurance Trust:
    Emerging Growth                                        3,384,527          3,280,119           50,385,870          48,378,986
    High Income                                              180,043            161,398            2,109,055           1,853,381
    World Government                                         415,944            409,351            4,226,984           4,160,922
  Montgomery Variable Funds:
    Emerging Markets                                         610,961            569,631            7,352,428           6,876,431
    Growth                                                   360,865            307,287            4,800,574           3,948,716
  Strong Variable Insurance Funds:
    Discovery II                                             122,063            110,861            1,491,187           1,333,274
    Government Securities II                                  19,685             26,896              196,687             266,265
    Advantage II                                               4,923             35,492               47,433             349,958
    International II                                       1,239,125          1,235,541           13,922,448          13,938,538
  American Century Investments:
    VP Balanced                                            1,182,715          1,128,948            9,344,884           8,891,395
    VP Growth                                                566,923            559,107            5,763,621           5,684,603
 Van Eck Worldwide Insurance Trust:
    Worldwide Bond Fund                                      227,792            205,747            2,439,111           2,197,529
    Worldwide Hard Assets Fund                               807,446            751,425           13,195,479          12,267,207
  Neuberger & Berman, Inc.:
    AMT Limited Maturity Bond                                226,730            202,921            3,132,473           2,797,879
    AMT Partners                                              62,683             34,016            1,237,645             664,119
  INVESCO, Inc.:
    Health & Sciences                                         63,755             49,852              665,738             515,849
    Industrial Income                                         30,556             10,750              536,052             184,983
    Technology                                               114,405             99,648            1,293,756           1,119,404
</TABLE>

                                     40
<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


3. INVESTMENTS (CONTINUED)

<TABLE>
<CAPTION>

YEAR ENDED DECEMBER 31, 1996
                                                                      SHARES
                                                         --------------------------------         COST OF          COST OF SALES/
                                                            PURCHASED           SOLD             PURCHASES          REDEMPTIONS
                                                         ------------------------------------------------------------------------
<S>                                                      <C>               <C>                <C>                 <C>
  Fortis Series Fund, Inc.:
    Growth Stock                                           1,370,049            636,480       $  42,109,938       $  13,497,297
    U.S. Government Securities                             2,026,793          3,066,517          21,060,662          33,224,639
    Money Market                                           5,073,668          3,484,284          55,491,265          37,298,093
    Asset Allocation                                       3,197,739          1,656,181          53,528,873          22,612,833
    Diversified Income                                     1,059,188          1,005,530          12,302,547          12,039,175
    Global Growth                                          3,199,292            254,987          56,689,355           3,329,367
    Aggressive Growth                                      3,211,708            654,509          45,284,359           7,945,070
    Growth & Income                                        3,941,717            123,779          55,063,051           1,580,938
    High Yield                                             1,807,146            365,643          18,332,180           3,677,674
    Global Asset Allocation                                1,559,894             73,695          16,386,800             823,449
    Global Bond                                            1,364,526            280,803           9,609,774           3,130,682
    International Stock                                    2,507,267            175,126          26,161,491           1,961,927
    Value                                                  1,116,954              3,953          11,117,349              62,431
    S & P 500                                              1,704,862             90,342          14,500,748             935,023
    Blue Chip Stock                                        1,529,208            271,863          12,593,730           2,786,613
  Norwest Select Fund:
    ValuGrowth                                               353,709             25,400           4,714,308             284,976
    Intermediate Bond                                        348,598             64,140           3,735,413             697,755
    Small Company Stock                                      383,591              9,976           3,581,962             120,366
    Income Equity                                            862,403              9,655           9,150,084              94,179
  Scudder Variable Life Investment Fund:
    International                                            102,501              6,404           1,375,336              73,718
  Alliance Variable Product Series:
    Money Market                                          29,112,285         23,518,475          29,112,285          23,518,476
    International                                            267,100            245,510           3,916,039           3,623,061
    Premier Growth                                            85,058             69,550           1,280,734           1,055,546
  SAFECO Resource Series:
    Growth                                                    22,197             12,345             456,449             256,130
    Equity                                                     9,848                  -             216,232                   -
  Federated Insurance Series:
    High Income Bond Fund II                                 157,321             67,532           1,559,120             663,283
    Utility II                                                90,922             74,159           1,028,946             833,992
    American Leaders II                                       95,526             62,716           1,376,085             893,146
  Lexington Funds, Inc.:
    Natural Resources Trust                                  152,853             98,312           2,057,270           1,285,419
    Emerging Markets                                         113,436            106,965           1,131,006           1,066,087
</TABLE>

                                     41
<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


3. INVESTMENTS (CONTINUED)

<TABLE>
<CAPTION>

YEAR ENDED DECEMBER 31, 1996 (CONTINUED)
                                                                      SHARES
                                                         --------------------------------         COST OF          COST OF SALES/
                                                            PURCHASED           SOLD             PURCHASES          REDEMPTIONS
                                                         ------------------------------------------------------------------------
<S>                                                      <C>               <C>                <C>                 <C>
  MFS Variable Insurance Trust:
    Emerging Growth                                        1,578,769          1,407,439       $  21,184,801       $  19,117,945
    High Income                                               63,722             27,858             693,780             298,912
    World Government                                          25,429             21,388             262,500             220,260
  Montgomery Variable Funds:
    Emerging Markets                                          76,490             58,302             801,694             612,559
    Growth                                                   247,860            176,044           3,002,711           2,089,319
  Strong Variable Insurance Funds:
    Discovery II                                              30,107             21,579             328,064             238,664
    Government Securities II                                  77,845             70,643             745,491             675,914
    Advantage II                                             127,142             97,506           1,282,918             980,393
    International II                                         426,367            397,453           4,777,649           4,457,879
  American Century Investments:
    VP Balanced                                               81,810             72,450             651,789             539,665
    VP Growth                                                151,040            144,527           1,563,847           1,481,863
  Van Eck Worldwide Insurance Trust:
    Worldwide Bond Fund                                        6,378              2,578              64,203              27,683
    Worldwide Hard Assets Fund                               146,445            118,292           2,389,222           1,928,520
</TABLE>

Fortis Benefits' investment in the subaccounts represented the following number
of shares of the Funds held and aggregate cost of amounts invested at December
31, 1997:

<TABLE>
<CAPTION>

                                                            COST OF
                                             SHARES         SHARES
                                          ----------------------------
<S>                                         <C>          <C>
  Fortis Series Fund, Inc.:
    Global Asset Allocation                 295,737      $ 3,040,051
    Global Bond                             516,382        5,230,947
    International Stock                     294,127        3,002,830
    Value                                    73,766          752,487
    S & P 500                               355,359        3,584,178
    Blue Chip Stock                         352,534        3,534,435
  Norwest Select Fund:
    Small Company Stock                     131,150        1,389,185
</TABLE>

                                     42
<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


4. ORGANIZATIONAL EXPENSES AND OTHER CHARGES

ORGANIZATION EXPENSES

Fortis Benefits assumed all organizational expenses of the Account.

PREMIUM TAXES

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

POLICY ADMINISTRATION CHARGE

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

MORTALITY AND EXPENSE RISK CHARGE

Fortis Benefits assesses each subaccount of the Opportunity Variable Annuity,
Masters Variable Annuity and Norwest Passage Variable Annuity a daily charge for
mortality and expense risk at an annual rate of 1.25% of the net assets. For the
Value Advantage Plus Variable Annuity the mortality and expense risk charge is
assessed at an annual rate of 0.45%.


                                     43
<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


4. ORGANIZATIONAL EXPENSES AND OTHER CHARGES (CONTINUED)

ADMINISTRATIVE CHARGE

Fortis Benefits assesses each subaccount of the Opportunity Variable Annuity and
Masters Variable Annuity a daily charge for administrative expense at annual
rate of 0.10% of the net assets. For the Norwest Passage Variable Annuity the
mortality and expense risk charge is assessed at an annual rate of 0.15%.

SURRENDER CHARGE

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

- -    Any purchase payments received more than five years prior to the surrender
     date for Opportunity Variable Annuity and seven years for Master Variable
     Annuity and have not been previously surrendered.

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

- -    For Master Variable Annuity any earnings that have not been previously
     surrendered.

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

AMOUNT OF SURRENDER CHARGE
Surrender charges apply only if the amount being withdrawn exceeds the sum of
the amounts listed above under Free Surrenders. The surrender charge is based on
a percentage of the amount of purchase payments surrendered. The percentage of
payments is set at 5% during the first five years on the Opportunity Variable
Annuity and Norwest Passage Variable Annuity contracts with a sliding scale down
to zero by the end of the fifth year, and is set at 7% during the first seven
years of the Master Variable Annuity contracts, with a sliding scale down to
zero by the end of the seventh year. Surrender charges collected by Fortis
Benefits were $3,567,880 and $2,727,170 in 1997 and 1996, respectively.


                                     44
<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


5. FEDERAL INCOME TAXES

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

6. RELATED PARTY TRANSACTIONS

Fortis Advisers, Inc. (a wholly-owned subsidiary of Fortis, Inc.) provides
investment management services to Fortis Series Fund, Inc. in exchange for
investment advisory and management fees. Investment advisory and management fees
are based on each portfolio's daily net assets and decrease in reduced
percentages as average daily net assets increase. The fees represent an
investment expense to Fortis Series Fund, Inc. which reduces the portfolios' net
assets. The fees charged by Fortis Advisers, Inc. are not available on an
individual variable account basis. Fees for all variable accounts to which
Fortis Advisers, Inc. provided investment management services amounted to
$14,415,172 and $11,076,174 in 1997 and 1996, respectively.

7. YEAR 2000 ISSUE (UNAUDITED)

The Year 2000 issue is the result of computer programs having been written using
two digits rather than four to define a year. Any programs that have
time-sensitive software may recognize a date using "00" as the year 1900 rather
than 2000. This could result in the failure of major systems or miscalculations,
which could have a material impact on the operations of the Account. The Account
has no computer systems of its own but is dependent upon the systems of Fortis
Benefits, Fortis Advisers and certain other third parties.


                                     45
<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


7. YEAR 2000 ISSUE (UNAUDITED) (CONTINUED)

A comprehensive review of Fortis Benefits' and Fortis Advisers' computer systems
and business processes has been conducted to identify the major systems that
could be affected by the Year 2000 issue. Steps are being taken to resolve any
potential problems including modification to existing software and the purchase
of new software. These measures are scheduled to be completed and tested on a
timely basis. Fortis Benefits' and Fortis Advisers' goal is to complete internal
remediation and testing of each system by early 1999. The Year 2000 readiness of
the unaffiliated investment managers and other third parties whose system
failures could have an impact on the Account's operations is currently being
evaluated. The potential materiality of any such impact is not known at this
time.



                                     46
<PAGE>

APPENDIX A

PERFORMANCE INFORMATION

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

YIELD CALCULATIONS

Yield information for the Money Market Subaccount will be based on the seven
days ended on a specified date.  It will be computed by determining the net
change, exclusive of capital changes, in the value of a hypothetical
pre-existing account (after the deduction of all asset based charges) having a
balance of one Accumulation Unit at the beginning of the period, subtracting a
proportionate amount of the annual administrative charge (based on average
Contract size), and dividing the difference by the value of the account at the
beginning of the base period to obtain the base period return, and multiplying
the base period return by (365/7), with the resulting yield figure carried to
the nearest hundredth of one percent.  The seven day yield for the Money Market
Subaccount as of December 31, 1997 was 4.24%.

An effective yield may also be quoted for the Money Market Subaccount.
Effective yield is calculated by compounding the current yield as follows:
                                                   365/7
       Effective Yield =  [(Base Period Return + 1)     ] - 1

The seven day effective yield for the Money Market Subaccount as of December 31,
1997 was 4.32%.

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:

                               |           6    |
                               |(  a-b    )     |
                       Yield=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, including a proportionate amount
           of the annual administrative charge (based on average Contract size),

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

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


The following table sets forth yield figures for the thirty days ended December
31, 1997:

<TABLE>
<CAPTION>

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

<S>                                                          <C>
     U.S. Government Securities..............................7.62%
     Diversified Income......................................8.60%
     High Yield..............................................6.87%
     Global Bond.............................................3.78%

</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:

             n
     P(1 + T) = CSV

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

          T = average annual total return,

          n = number of years, and

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

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

<TABLE>
<CAPTION>

                                     ONE-YEAR      FIVE-YEAR    COMMENCEMENT OF
                                     --------      ---------    ---------------
       SUBACCOUNT                  PERIOD ENDED   PERIOD ENDED SUBACCOUNT (1) TO
       ----------                  ------------   ------------ -----------------
                                 DEC. 31, 1997  DEC. 31, 1997(1)   DEC. 31, 1997
                                 -------------  ----------------   -------------
<S>                              <C>            <C>                <C>
 GROWTH STOCK                        7.40%           8.10%           11.96%

 U.S. GOVERNMENT SECURITIES          4.13%           1.79%            3.54%

 DIVERSIFIED INCOME                  5.43%           3.23%            5.30%

 ASSET ALLOCATION                   15.12%           8.63%            9.92%

 GLOBAL GROWTH                       1.89%           9.86%           10.66%

 HIGH YIELD                          4.78%             N/A            4.77%

 GROWTH & INCOME                    22.50%             N/A           18.14%

 AGGRESSIVE GROWTH                  (3.44%)            N/A           21.91%

 GLOBAL ASSET ALLOCATION             8.50%             N/A            5.55%

 GLOBAL BOND                        (4.54%)            N/A            2.56%

 INTERNATIONAL STOCK                 6.99%             N/A            9.06%

 VALUE                              20.06%             N/A           14.85%

 S & P 500                          27.05%             N/A           20.94%

 BLUE CHIP                          21.75%             N/A           20.94%


</TABLE>

- -----------------------
(1) Commencing with effective date of initial registration statement for Global
    Growth Subaccount on May 1, 1992,

                                         A-2


<PAGE>


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

CUMULATIVE TOTAL RETURN

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


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

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

          CTR = cumulative total return, and

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

<TABLE>
<CAPTION>

                                     ONE-YEAR      FIVE-YEAR    
                                     --------      ---------   
       SUBACCOUNT                  PERIOD ENDED   PERIOD ENDED   COMMENCEMENT TO
       ----------                  ------------   ------------   ---------------
                                 DEC. 31, 1997  DEC. 31, 1997(1)   DEC. 31, 1997
                                 -------------  ----------------   -------------
<S>                              <C>            <C>                <C>
 GROWTH STOCK                        7.40%          47.63%          198.10%

 U.S. GOVERNMENT SECURITIES          4.13%           9.27%           40.00%

 DIVERSIFIED INCOME                  5.43%          17.23%           64.80%

 ASSET ALLOCATION                   15.12%          51.27%          149.50%

 GLOBAL GROWTH                       1.89%          60.02%           77.58%

 HIGH YIELD                          4.77%             N/A           18.67%

 GROWTH & INCOME                    22.50%             N/A           84.39%

 AGGRESSIVE GROWTH                  (3.44%)            N/A           21.91%

 GLOBAL ASSET ALLOCATION             8.50%             N/A           33.84%

 GLOBAL BOND                        (4.54%)            N/A            7.87%

 INTERNATIONAL STOCK                 6.99%             N/A           29.72%

 VALUE                              20.06%             N/A           26.02%

 S & P 500                          27.05%             N/A           37.37%

 BLUE CHIP                          21.75%             N/A           33.79%

</TABLE>

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

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


                                         A-3


<PAGE>


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

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

 <TABLE>
<CAPTION>

PORTFOLIO NAME                  RATING SERVICE                                         CATEGORY
<S>                             <C>                                                    <C>
International Stock            Morningstar Publications, Inc.                          Foreign Stock
Subaccount                     Lipper Analytical Services, Inc.                        International Fund
                               Variable Annuity Research & Data Service                International Stock

Global Growth                  Morningstar Publications, Inc.                          World Stock
Subaccount                     Lipper Analytical Services, Inc.                        Global Fund
                               Variable Annuity Research & Data Service                International Stock

Global Asset                   Morningstar Publications, Inc.                          International Hybrid
Allocation Subaccount          Lipper Analytical Services, Inc.                        Global Flexible Portfolio
                               Variable Annuity Research & Data Service                Balanced/International

Aggressive Growth              Morningstar Publications, Inc.                          Small Growth
Subaccount                     Lipper Analytical Services, Inc.                        Small Cap Fund
                               Variable Annuity Research & Data Service                Aggressive Growth

Small Cap Value                Morningstar Publications, Inc.                          Small Value
Subaccount                     Lipper Analytical Services, Inc.                        Small Cap Fund
                               Variable Annuity Research & Data Service                Small Company Funds

GrowthStock                    Morningstar Publications, Inc.                          Mid Cap Growth
Subaccount                     Lipper Analytical Services, Inc.                        Mid Cap Fund
                               Variable Annuity Research & Data Service                Growth

Mid Cap Stock                  Morningstar Publications, Inc.                          Mid Cap Blend
Subaccount                     Lipper Analytical Services, Inc.                        Mid Cap Fund
                               Variable Annuity Research & Data Service                All Equity Funds

Large Cap Growth               Morningstar Publications, Inc.                          Large Blend
Subaccount                     Lipper Analytical Services, Inc.                        Growth Fund
                               Variable Annuity Research & Data Service                Growth

Blue Chip Stock                Morningstar Publications, Inc.                          Large Blend
Subaccount                     Lipper Analytical Services, Inc.                        Growth Fund
                               Variable Annuity Research & Data Service                Growth

S&P 500 Index                  Morningstar Publications, Inc.                          Large Blend
Subaccount                     Lipper Analytical Services, Inc.   S& P 500             Index Fund
                               Variable Annuity Research & Data Service                Growth and Income Funds

Growth & Income                Morningstar Publications, Inc.                          Mid Cap Blend
Subaccount                     Lipper Analytical Services, Inc.                        Growth & Income
                               Variable Annuity Research & Data Service                Growth and Income


                                                                     A-4


<PAGE>



Value Subaccount               Morningstar Publications, Inc.                          Large Blend
                               Lipper Analytical Services, Inc.                        Growth & Income
                               Variable Annuity Research & Data Service                Equity-Income

Asset Allocation               Morningstar Publications, Inc.                          Domestic Hybrid
Subaccount                     Lipper Analytical Services, Inc.                        Flexible Portfolio
                               Variable Annuity Research & Data Service                Balanced

Global Bond                    Morningstar Publications, Inc.                          International Bond
Subaccount                     Lipper Analytical Services, Inc.                        Global Income
                               Variable Annuity Research & Data Service                International Bonds

High Yield                     Morningstar Publications, Inc.                          High Yield Bond
Subaccount                     Lipper Analytical Services, Inc.                        High Current Yield
                               Variable Annuity Research & Data Service                Corporate Bond High Yield

Diversified Income             Morningstar Publications, Inc.                          Intermediate-Term Bond
Subaccount                     Lipper Analytical Services, Inc.                        Corp Debt BBB Rated
                               Variable Annuity Research & Data Service                Corporate Bond General Funds

U.S. Government                Morningstar Publications, Inc.                          Intermediate Government
Subaccount                     Lipper Analytical Services, Inc.                        Intermediate U.S. Govt.
                               Variable Annuity Research & Data Service                Government Bond General Funds

Money Market                   Morningstar Publications, Inc.                          Money Market
Subaccount                     Lipper Analytical Services, Inc.                        Money Market
                               Variable Annuity Research & Data Service                Money Market
</TABLE>


                                                                     A-5
<PAGE>
                                        PART C
                                  OTHER INFORMATION


Item 24.  FINANCIAL STATEMENT AND EXHIBITS

     a.   Financial Statements included in Part B:

          The following financial statements of Variable Account D:

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

               Statement of Net Assets as of December 31, 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:

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

               Balance Sheets of Fortis Benefits Insurance Company 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 Insurance
               Company for the years ended December 31, 1997, 1996 and 1995.

               Notes to Financial Statements for Fortis Benefits Insurance
               Company.

          There are no financial statements included in Part A.

     b.   Exhibits:

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

          2.   Not applicable


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


<PAGE>


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

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


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

               (b)  Form of  Enhanced Variable Annuity Contract--filed herewith.

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

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

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

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

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

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

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

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

               (b)  By-laws of depositor (incorporated by reference from Form
                    S-6 Registration Statement of Fortis Benefits and its
                    Variable Account C filed


<PAGE>


                    on March 17, 1986, File No. 33-03919).

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

          7.   None.

          8.   None.

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


          10.  (a)  Consent of Ernst & Young LLP--filed herewith.

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

          11.  Not  applicable.

          12.  Not  applicable.

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

          14.  Financial Data Schedule --previously filed.

Item 25.  DIRECTORS AND OFFICERS OF FORTIS BENEFITS

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

  NAME AND PRINCIPAL                               OFFICES WITH DEPOSITOR
   BUSINESS ADDRESS                                ----------------------
  ------------------

OFFICER-DIRECTOR
- ----------------
Robert Brian Pollock (4)                           President and Chief
                                                   Executive Officer 

Thomas Michael Keller (5)                          President--Fortis Healthcare 

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

<PAGE>

OTHER DIRECTORS
- ---------------
Allen Royal Freedman (2)                           Chairman of the Board

J. Kerry Clayton (2)

Arie Aristide Fakkert (3)

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

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

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

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

Melinda S. Urion (1)                               Senior Vice President and 
                                                   Chief Financial Officer 

Dickson W. Lewis (1)                               Senior Vice President--
                                                   Distribution and Marketing
- ---------------------------

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

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

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

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

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

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

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


<PAGE>


media for variable life insurance and annuity contracts issued or assumed by
Fortis Benefits.

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

Item 27.  NUMBER OF CONTRACT OWNERS

     As of March 31, 1998 there were 53,789 Contract owners.

Item 28.  INDEMNIFICATION

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

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

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


<PAGE>


opinion of the Securities and Exchange Commission such indemnification may be
against public policy as expressed in the Act and may be, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by Fortis Benefits of expenses incurred or
paid by a director, officer or controlling person of Fortis Benefits or the
Separate Account in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, Fortis Benefits
will submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

Item 29.  PRINCIPAL UNDERWRITERS

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

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

NAME AND PRINCIPAL                             POSITIONS AND OFFICES
 BUSINESS ADDRESS                                 WITH UNDERWRITER
- ------------------                             ---------------------

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*                                  Assistant Secretary
                                               and Vice President

Carol M. Houghtby*                             Vice President, Treasurer
                                               and Director

Dean C. Kopperud*                              President and Director


<PAGE>


Christine D. Pawlenty *                        Custom Solutions Group Officer

Mary B. Petersen *                             2nd Vice President 

Scott R. Plummer*                              Vice President & Corporate 
                                               Counsel
- -------------------------

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

     (c)   None

Item 30.  LOCATION OF ACCOUNTS AND RECORDS

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

Item 31.  MANAGEMENT SERVICES

     None.

Item 32.  UNDERTAKINGS

The Registrant hereby undertakes:

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

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

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

Fortis Benefits Insurance Company represents:

     (a)  that the fees and charges imposed under the provisions of the Contract
          covered by this registration statement, in the aggregate, are
          reasonable in relation to the services to be rendered by the

          Registrant associated with the Contracts, the expenses to be incurred
          by the

<PAGE>

          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 17th day of
April, 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

                         By:       /s/
                             --------------------------------------
                              Robert Brian Pollock, President

As required by the Securities Act of 1933 and the Investment Company Act of
1940, this Registration Statement has been signed by the following persons, in
the capacities indicated, on April 17, 1998.

SIGNATURE                       TITLE WITH FORTIS BENEFITS
- ---------                       --------------------------
*
- -------------------------
 Allen R. Freedman              Chairman of the Board 

*
- -------------------------
 J. Kerry Clayton               Director 

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


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

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

   /s/
- -------------------------
 Robert Brian Pollock           President and Director (Chief
                                Executive Officer)
 
   /s/
- ----------------------
 Michael John Peninger          Senior Vice President, Controller and Treasurer
                                (Principal Accounting Officer and Principal
                                Financial Officer) 


<PAGE>

 

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


<PAGE>


                                    Exhibit Index


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

     4(b)           Form of Enhanced Variable Annuity Contract

     10(a)          Consent of Auditors

     14             Schedules of Computation

<PAGE>

                          FORTIS BENEFITS INSURANCE COMPANY
                                 St. Paul, Minnesota
                                   A STOCK COMPANY

                                    OPPORTUNITY


We will pay the Annuitant the first of a series of annuity payments on the
Annuity Commencement Date. Subsequent payments will be paid on the same day of
each month according to the provisions of this contract. THE AMOUNT AND DURATION
OF THE DEATH BENEFIT MAY BE VARIABLE OR FIXED UNDER SPECIFIED CONDITIONS, AND
MAY INCREASE OR DECREASE DEPENDING ON INVESTMENT RESULTS OF THE SUBACCOUNTS OF
THE SEPARATE ACCOUNT.

THE CONTRACT VALUE OF THE SEPARATE ACCOUNT UNDER THIS POLICY INCREASES OR
DECREASES DEPENDING ON INVESTMENT RESULTS OF THE SUBACCOUNTS OF THE SEPARATE
ACCOUNT. THERE IS NO GUARANTEED MINIMUM CONTRACT VALUE IN THE SEPARATE ACCOUNT.
THE FIXED ACCOUNT DOES HAVE GUARANTEED MINIMUM CONTRACT VALUES.

This contract is issued in consideration of the payment of the Purchase Payment
shown on the contract data page.

Signed at the Home Office, St. Paul, Minnesota, on the contract date.


                               RIGHT TO RETURN CONTRACT

You may cancel this contract by delivering or mailing a Written notice or
sending a telegram to the company and returning the contract before midnight of
the tenth day after the date You receive it. Notice given by mail and return of
the contract by mail are effective on being postmarked, properly addressed, and
postage prepaid. The company must return the sum of (a) the difference between
the premiums paid including any contract fees or other charges and the amounts
allocated to any Separate Accounts including the fixed account under the
contract and (b) the cash value of the contract, or if the contract does not
have a cash value, the reserve for the contract, on the date the returned
contract is received by the company or its agent. The company must return the
payment within 10 days after it receives notice of cancellation and the returned
contract.


     /s/Dean C. Kopperud      /s/ Peggy Ettestad

     SENIOR VICE PRESIDENT    SENIOR VICE PRESIDENT





FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY--NON-PARTICIPATING. NO DIVIDENDS.

ALL PAYMENTS AND VALUES PROVIDED BY THE SEPARATE ACCOUNT ARE VARIABLE, MAY
INCREASE OR DECREASE, AND ARE NOT GUARANTEED AS TO AMOUNT. PAYMENTS AND VALUES
PROVIDED BY THE FIXED ACCOUNT ARE GUARANTEED AS FOUND IN THE CONTRACT. THE
VARIABLE PROVISIONS OF THIS CONTRACT ARE FOUND ON PAGE 6.

<PAGE>


                             READ YOUR CONTRACT CAREFULLY


This contract is a legal contract between the contract owner and Fortis Benefits
Insurance Company.





                                  TABLE OF CONTENTS

                                                                        Page #
Annuitant. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4, 5
Death Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9, 10
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2, 3
Fixed Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Fixed Annuity Payments . . . . . . . . . . . . . . . . . . . . . . . . . . .11
General Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . .4, 5
Purchase Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Separate Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Surrenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Transfers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7, 8
Variable Annuity Payments. . . . . . . . . . . . . . . . . . . . . . . . . .11




Any contract amendments or endorsements follow the contract data page.
Additional benefits added by rider follow the Optional Annuity Forms Tables.
<PAGE>


                                  CONTRACT DATA PAGE


ANNUITANT:                    JOHN DOE

OWNER:                        JOHN DOE

CONTRACT NUMBER:              A12300

BENEFICIARY AT ISSUE:         JANE DOE

CONTRACT DATE:                MAY 1, 1998

ANNUITY COMMENCEMENT DATE:    MARCH 1, 2040


THE SURRENDER CHARGE IS 5% FOR FIVE YEARS ON EACH PAYMENT SUBJECT TO THE
CONDITIONS OUTLINED IN THE SURRENDER PROVISIONS ON PAGES 8 AND 9.


THE ANNUAL ADMINISTRATIVE CHARGE IS $30.


THE MAXIMUM ASSET CHARGE FACTOR IS 1.35% annually, or 0.0036986% daily (for the
Separate Account only) (1.25% FOR MORTALITY RISK AND EXPENSE RISK AND .10% FOR
ADMINISTRATIVE EXPENSE CHARGE).


                              CURRENT   MAXIMUM
                              -------   -------
TRANSFER CHARGE               $0.00     $25.00


INITIAL PURCHASE PAYMENT:     $25,000


FUTURE ALLOCATION OF NET PURCHASE PAYMENTS

Shown below is the Net Purchase Payment allocation You selected at the contract
Issue Date:

[DIVERSIFIED INCOME]
[GROWTH STOCK]
[ASSET ALLOCATION]
[MONEY MARKET]
[U.S. GOVERNMENT]
[GLOBAL GROWTH]
[AGGRESSIVE GROWTH]
[GROWTH AND INCOME]
[HIGH YIELD]
[GLOBAL ASSET ALLOCATION]
[INTERNATIONAL STOCK]
[GLOBAL BOND]
[VALUE SERIES]
[S&P 500 INDEX]
[BLUE CHIP STOCK]
[MIDCAP STOCK SERIES]
[PREMIER GROWTH SERIES]
[SMALL CAP VALUE SERIES]
[FIXED ACCOUNT]
[                                  ]

<PAGE>


                                     DEFINITIONS

WE, US, OUR
Fortis Benefits Insurance Company.

YOU, YOUR
The owner of this contract, or after the annuity commencement date, the
Annuitant.

ACCUMULATION UNIT
A unit of measurement used to calculate the value of Your interest in the
Separate Account before the annuity commencement date.

ANNUITANT
The person or persons named in the Application and on whose life the first
annuity payment is to be made.  If such person dies before the Annuity
Commencement Date and there is an additional annuitant named in the Application
who survives, the additional annuitant shall become the Annuitant.  If there is
no named additional annuitant, or the additional annuitant has predeceased the
annuitant named in the Application, the owner, if he or she is a natural person,
shall become the Annuitant.  The contract owner is not permitted to name more
than one annuitant under a contract used in connection with a retirement plan
that receives favorable tax treatment under the Internal Revenue Code.

ANNIVERSARY, ANNIVERSARIES
After the contract date, the same day and month in each subsequent year.

ANNUITY UNIT
A unit of measurement to calculate Variable Annuity payments.

APPLICATION
The document You signed, if any, to apply for this contract.

BENEFICIARY
The person entitled to receive benefits as per the terms of the contract in case
of the death of the Annuitant or the contract owner, as applicable.

CONTRACT VALUE
The total of the fixed account value and the Separate Account value.

CONTRACT YEAR
A period of 12 consecutive months beginning on the Issue Date or any Anniversary
thereafter.

DESIGNATED BENEFICIARY
The person designated as the Beneficiary by the contract owner.

FIXED ANNUITY
An annuity under which We promise to pay the Annuitant or other properly
designated payee one or more fixed payments.

FUND
The "Fund" or "Funds" are those investment portfolios available under the
contract to which the owner may allocate Net Purchase Payments, each of which
is, or is a series of, a management investment company registered under the
Investment Company Act of 1940.

HOME OFFICE
Our office at 500 Bielenberg Drive, Woodbury, Minnesota 55125; 1-800-800-2000,
extension 3057; Mailing address: P.O. Box 64272, St. Paul, Minnesota 55164.

ISSUE DATE
The date on which this contract becomes effective as shown on the contract data
page.

                                          2

<PAGE>


NET PURCHASE PAYMENT
The gross amount of the Purchase Payment less any applicable premium taxes.

PURCHASE PAYMENT
An amount paid to the company under this contract as consideration for the
benefits described herein.

SEPARATE ACCOUNT
A segregated investment account entitled Variable Account D, established by Us
pursuant to applicable law.

SUBACCOUNT
The subaccounts of the Separate Account to which Contract Value may be allocated
and earn a return. Each subaccount invests all of its assets in a different Fund
having the same investment policies and objectives as that subaccount.

VALUATION DATE
All business days except, with respect to any Subaccount, days on which the
related Fund does not value its shares.

VALUATION PERIOD
The period beginning with the close of business on a Valuation Date and ending
at the close of business for the next Valuation Date.

VARIABLE ANNUITY
An annuity under which We promise to pay the Annuitant or other properly
designated payee one or more payments which vary in amount in accordance with
the net investment experience of the applicable Subaccounts You select to
measure the value of the payment.

WRITTEN, IN WRITING
A written request or notice, signed and dated, and received at Our Home Office.
The form and content of the request or notice must be acceptable to Us.

                                          3

<PAGE>

                                  GENERAL PROVISIONS


THE CONTRACT
This contract along with any attached riders or application constitute the
entire contract. Any change or waiver of this contract or its provisions must be
made In Writing and signed by Our President, Secretary, and Registrar.

CONTROL
You may, during the lifetime of the Annuitant and without the consent of any
Beneficiary, assign or surrender this contract, amend or modify it with Our
Written consent, and exercise, receive and enjoy every other right, benefit and
privilege contained in this contract except as otherwise provided herein.

INCONTESTABILITY
This contract will be incontestable from the contract date.

MISSTATEMENT OF AGE OR SEX
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, We will deduct the overpayment from
the next payment(s) due. We add underpayments to the next payment. The amount of
any adjustment will be paid or charged with interest at the rate of 3% per year.

ASSIGNMENT AND OWNERSHIP RIGHTS
If this contract is owned by a trust, custodian or employer, the ownership can
be assigned to the Annuitant. Contract ownership may also be assigned if the
owner is the Annuitant. 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 Our Home
Office. The change will be effective on the date it was made as soon as We
record it, although We are not bound by a change until the date it is recorded.
Owner and Beneficiary rights are subject to any assignment of record at Our Home
Office.

If this contract is part of a qualified plan under the Internal Revenue Code,
the ownership cannot be changed in any way unless the change is consistent with
the definition of annuity in 401(g) of the Internal Revenue Code, as amended. In
this case, the contract cannot be discounted, assigned, or pledged as collateral
or security for a loan, or for any other reason to a person other than Us,
except by the trustee of an employee trust qualified
under the Internal Revenue Code, the custodian of a custodial account treated as
such, or the employer under a qualified non-trusteed pension plan.

SETTLEMENT
All benefits under this contract are payable from Our Home Office.

NON-PARTICIPATING
This contract is non-participating and does not share in Our surplus earnings.

OWNERSHIP OF THE ASSETS
We will have exclusive and absolute ownership and control of Our assets,
including all assets allocated to the Separate Account. That portion of the
assets of the Separate Account equal to the reserves and other contract
liabilities with respect to the Separate Account shall not be chargeable with
liabilities arising out of any other business We may conduct.

BENEFICIARY
Before the annuity commencement date and while the Annuitant is living, You may
name or change a Beneficiary, a successor beneficiary, or the successor owner by
giving Us Written notice of the change. 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 Your notice.
We need the consent of any irrevocably named person before making a requested
change.

                                          4

<PAGE>


In the event of the death of a contract owner or Annuitant prior to the annuity
commencement date, the Beneficiary will be as follows. The Beneficiary shall be
the surviving owner, if any, notwithstanding that the beneficiary designated by
the contract owner(s) may be different. Otherwise, the Beneficiary will be the
beneficiary designated by the contract owner. If there is no such Designated
Beneficiary in effect or if such Designated Beneficiary is no longer living, the
estate of the last surviving contract owner will be the Beneficiary.

REPORTS
At least once a year We will send You a report containing information required
by the Investment Company Act of 1940 and applicable state laws.

VALUES AND BENEFITS
The values and benefits payable under this contract are at least equal to the
minimum values and benefits required by the statutes of the state in which this
contract is delivered.

RIGHTS RESERVED BY US
When required by law, We will obtain Your approval of changes and We will gain
approval from any appropriate regulatory authority. Such approval may not be
required in all cases, however. Examples of the changes We may make include:

(1)  To make the contract meet the requirements of the Investment Company Act of
     1940.

(2)  To operate the Separate Account in any form permitted by law.

(3)  To transfer any assets in any Subaccount to another Subaccount, or to one
     or more Separate Accounts, or to the fixed account.

(4)  To add, combine or remove Subaccounts in the Separate Account.

(5)  To substitute for the Fund shares held in any Subaccount, the shares of
     another Fund or the shares of another investment company or any other
     investment permitted by law.

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

PURCHASE PAYMENTS
The Purchase Payment shown on the contract data page is due on or before the
contract date. We will accept additional Purchase Payments of at least $50 at
any time after the contract date. We reserve the right to refuse a Purchase
Payment for any reason.

ALLOCATION OF PURCHASE PAYMENTS
The initial allocation of Purchase Payments is shown on the contract data page.
The percentage allocation for future Purchase Payments between the accounts may
be changed at any time by Written notice. Changes in allocations of prior
Purchase Payments are subject to the Transfer provision. Changes in the
allocation will be effective on the date We receive Your notice. The allocation
may be 100% to any account or may be divided among the accounts in whole
percentage points totaling 100%.

TERMINATION
This contract remains in force until surrendered for its full value, or all
annuity payments have been made, or the death benefit has been paid.

If the Contract Value is less than $1,000, We may cancel this contract on any
Valuation Date. We will notify You at least 90 days in advance of Our intention
to cancel this contract. This cancellation is considered a total surrender of
this contract, subject to the surrender charges and annual administrative
charges.

                                          5

<PAGE>


FIXED ACCOUNT

Purchase payments will be allocated to the fixed account in the percentage You
specified. Interest will be credited to the account at rates We determine. We
will not change interest rates with respect to any amount more than once each
calendar year. The interest credited will not be less than 3% per year.

FIXED ACCOUNT VALUE
The fixed account value on any Valuation Date is:

(1)  The sum of Your Net Purchase Payments allocated to the fixed account.
(2)  PLUS any transfers from the Separate Account.
(3)  PLUS interest credited as specified above.
(4)  MINUS any surrenders, surrender charges, and annual administrative charges
     allocated to the fixed account.
(5)  MINUS any transfers to the Separate Account.


SEPARATE ACCOUNT

SUBACCOUNTS
The Separate Account has several Subaccounts, each investing in one of the
corresponding Funds. Net Purchase Payments are initially allocated to the
Subaccounts and the fixed account as shown on the contract data page.

We will use the Net Purchase Payments to purchase Fund shares applicable to the
Subaccounts at their net asset value. We will be the owner of all Fund shares
purchased with the Net Purchase Payment.

SUBACCOUNT ACCUMULATION UNITS
Purchase Payments received under this contract and allocated to the Separate
Account will be credited in the form of Subaccount Accumulation Units. The
number of Subaccount Accumulation Units is found by dividing the amount of the
Net Purchase Payment allocated to the Subaccount by the Subaccount Accumulation
Unit value at the end of the Valuation Period in which the Purchase Payment was
received at the Home Office. The value of each Subaccount Accumulation Unit was
arbitrarily set as of the date the Subaccount first purchased the Fund shares.
Subsequent values on any Valuation Date are equal to the previous Subaccount
Accumulation Unit value times the net investment factor for the Valuation Period
ending on that Valuation Date.

SEPARATE ACCOUNT VALUE
Your Separate Account value is the total of the values of Your interest in each
Subaccount, which for that Subaccount is equal to:

(1)  the number of Subaccount Accumulation Units.
(2)  TIMES the Subaccount Accumulation Unit value.

Your Separate Account value will vary from Valuation Date to Valuation Date
reflecting the total value of Your interest in the Subaccounts.


CONTRACT VALUE
Your Contract Value is the total of the fixed account value and the Separate
Account value.

NET INVESTMENT FACTOR

The net investment factor is an index number which reflects charges to this
contract and the investment performance during a Valuation Period. If the net
investment factor is greater than one, the Subaccount Accumulation Unit value
has increased. If it is less than one, then the Subaccount Accumulation Unit
value has decreased.

The net investment factor for a Subaccount is determined by dividing (1) by (2),
and then subtracting (3) from the result, where:

                                          6

<PAGE>


(1)  is the net result of:

     (a)  the net asset value per share of the Fund shares held in the
          Subaccount, determined at the end of the current Valuation Period.

     (b)  PLUS the per share amount of any dividend or capital gain
          distributions made on the Fund shares held in the Subaccount during
          the current Valuation Period.

     (c)  MINUS a per share charge for the increase PLUS a per share credit for
          the decrease, in any income taxes reserved for which We determine to
          have resulted from the investment operations of the Subaccount or any
          other taxes which are applicable to this contract.

(2)  is the net asset value per share of the Fund shares held in the Subaccount,
     determined at the beginning of the current Valuation Period.

(3)  is a factor representing the mortality risk, expense risk, and
administrative expense charge.  We will determine the asset charge factor
annually, but in no event may it exceed the Maximum Asset Charge Factor as
specified on the contract data page.

ANNUAL ADMINISTRATIVE CHARGE AND PREMIUM TAXES
We will deduct an annual administrative charge shown on the contract data page
at the following times:

(1)  On each contract Anniversary.
(2)  On the surrender of this contract for its full value if not surrendered on
     a contract Anniversary.

This charge will be waived if the Contract Value at the end of the Contract Year
(or upon total surrender) is $25,000 or more.

Premium taxes, if any, levied by any unit of government will be deducted from
the Contract Value.

These deductions will be made from the fixed account and Separate Account on a
pro rata basis. The amount deducted from the Separate Account value will be
deducted by an automatic surrender of Subaccount Accumulation Units on a pro
rata basis.


TRANSFERS

We will make transfers at the end of the Valuation Period in which We receive
Your request for the transfer, subject to the following restrictions.  We
reserve the right to restrict the frequency of, or otherwise modify, condition,
terminate, or impose charges upon transfers.  The current and maximum transfer
charges are shown on the contract data page.  In addition, the Funds may impose
transfer charges.

Before the annuity commencement date, You may transfer part or all of the fixed
account value from the fixed account to the Separate Account subject to the
following:

(1)  You may only make a transfer once each Contract Year.

(2)  No more than 50% of the fixed account value may be transferred unless the
     balance after the transfer would be less than $1,000. If the value is less
     than $1,000, You may transfer the entire balance to the Separate Account.

(3)  You must transfer at least $500 or the total fixed account value, if less.

No transfers from the fixed account may be made after the annuity commencement
date.

                                          7

<PAGE>


SURRENDERS

TOTAL SURRENDER
At any time prior to the annuity commencement date and during the lifetime of
the Annuitant, You may surrender this contract by sending Us a Written request.
The amount payable on surrender is:

(1)  the Contract Value at the end of the Valuation Period in which We receive
     Your request.
(2)  MINUS the annual administrative charge if the surrender does not occur on a
     contract Anniversary.
(3)  MINUS any applicable surrender charge.

Upon payment of the above surrender amount, this contract is terminated and We
have no further obligation under this contract.

All collateral assignees must consent to any surrender. We may require that this
contract be returned to Our Home Office prior to making payment.

PARTIAL SURRENDER
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 Us a Written request.

You must surrender an amount equal to at least $500 including any surrender
charge. The remaining Contract Value, if any, must be at least $1,000.

We will surrender Subaccount Accumulation Units from the Separate Account,
and/or dollar amounts from the fixed account, so that the total amount
surrendered equals the sum of the following:

(1)  the dollar amount of Your partial surrender request.
(2)  PLUS any surrender charges.

You must specify the accounts from which surrender is to be made. Surrenders
will be made effective at the end of the Valuation Period in which We receive
Your request.  If You do not specify, the partial surrender will be taken from
the Subaccounts and the fixed account on a pro rata basis.


SURRENDER CHARGES

ORDER OF SURRENDER
For purposes of determining surrender charges, the Contract Value is divided
into the following categories:

(1)  New Purchase Payments - Purchase Payments We received within five years of
     the date of surrender or partial surrender.

(2)  Old Purchase Payments - Purchase Payments not defined as new Purchase
     Payments.

(3)  Earnings - the current value of a Purchase Payment minus the original value
     of the Purchase Payment.

Surrenders will be taken from the Contract Value available in the following
order:

(1)  Old Purchase Payments.
(2)  New Purchase Payments.
(3)  Earnings.

FREE SURRENDER
Surrenders taken from the following amounts are not subject to a surrender
charge:

(1)  Old Purchase Payments not already surrendered.
(2)  In each Contract Year, 10% of all new Purchase Payments.
(3)  Earnings.

                                          8

<PAGE>


AMOUNT OF SURRENDER CHARGE
The surrender charge is found by multiplying the amount of the surrender which
is not eligible for a free surrender by .05. The surrender charge will be
deducted proportionately from the fixed account and/or the Subaccounts from
which the surrender is taken.

GENERAL SURRENDER PROVISIONS
The amount surrendered, minus any charges, will normally be paid to You within 7
days of:

(1)  receipt of Your Written request; and
(2)  receipt of Your contract, if required.

We have the right to defer payment of surrenders from the fixed account for up
to 6 months from the date We receive Your request.


DEATH BENEFIT

DEATH BENEFIT BEFORE THE ANNUITY COMMENCEMENT DATE
A death benefit will be paid to the Beneficiary if , prior to the annuity
commencement date:

(1)  the contract owner dies; or

(2)  the last remaining Annuitant dies leaving no surviving contract owner who
     is a natural person.

This section makes reference to the age of the contract owner.  If the contract
owner is a nonnatural person, the relevant age will instead be that of the
Annuitant.

Subsections (2) and (3) make reference to "Pro Rata Adjustments."  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 (which shall be deemed to be amounts
withdrawn), but not for any contract fee-related surrenders.

The death benefit will equal the greatest of (1), (2) or (3):
(1)  The Contract Value as of the date used for valuing the death benefit.

(2)  The sum of all Net Purchase Payments made, reduced by Pro Rata Adjustments
     for each withdrawal.

     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
     (c)  the aggregate amount of all prior Net Purchase Payments less Pro Rata
          Adjustments for all prior withdrawals.

(3)  The highest Anniversary value of each of the contract's Anniversaries prior
     to the earlier of: (A)  the date of decedent's death, or (B) the date the
     contract owner reaches his or her 75th birthday.

     An Anniversary value is determined for each Anniversary, and is equal to:

     (a)  the Contract Value on the Anniversary, plus
     (b)  any Net Purchase Payments made since the Anniversary, reduced by
     (c)  Pro Rata Adjustments for any withdrawals made since the Anniversary.

     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

                                          9

<PAGE>

     (c)  the quantity equal to:

          (i)  the Contract Value on the Anniversary, plus

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

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

If a contract owner dies before the annuity commencement date, the death benefit
must be distributed to the Beneficiary, either (1) within five years after the
date of death of the contract owner, or (2) over some period not greater than
the life or life expectancy of the Beneficiary, with payments beginning within
one year after the date of death of the contract owner. These mandatory
distribution requirements will not apply when the Beneficiary designated by the
contract owner is the spouse of the deceased contract owner, if the spouse
elects to continue the contract in the spouse's own name as contract owner. We
will pay a single sum to the Beneficiary unless an annuity option is chosen.

The Beneficiary will receive the death benefit as of the end of the Valuation
Period in which We receive:

(1)  proof of the decedent's death; and
(2)  a Written request from the Beneficiary for either a single sum payment or
     payment under an annuity form.

DEATH BENEFIT ON OR AFTER THE ANNUITY COMMENCEMENT DATE
If the Annuitant dies on or after the annuity commencement date, the Beneficiary
will receive the death benefit, if any, as provided by the annuity form in
effect.

In any event, to the extent required by the Internal Revenue Code, the remaining
interest payable to the Beneficiary will be distributed at least as rapidly as
the method of distribution used at the date of death.

PROOF OF DEATH
We accept any of the following as proof of death:

(1)  A copy of a certified death certificate.
(2)  A copy of a certified decree of a court of competent jurisdiction as to the
     finding of death.
(3)  A Written statement by a medical doctor who attended the deceased at the
     time of death.
(4)  Any other proof satisfactory to Us.


PAYMENT OF BENEFITS

GENERAL
On the annuity commencement date, the Contract Value will be applied, as
specified by the contact owner, to provide payments to the Annuitant under one
or more of the annuity options provided in the contract or under such other
settlement options as may be agreed to by Us. If more than one person is named
as Annuitant, due to the designation of multiple Annuitants, the contract owner
may elect to name one of such persons to be the sole Annuitant as of the annuity
commencement date.

APPLICATION OF CONTRACT VALUE
We apply the fixed account value to provide a Fixed Annuity, and the Separate
Account value to provide a Variable Annuity, unless You tell Us In Writing to
apply fixed and Separate Account values in different proportions. If the
Contract Value on the annuity commencement date is less than $5,000, We may pay
the Contract Value in a single sum and cancel this contract.

ANNUITY COMMENCEMENT DATE
The annuity commencement date is selected by You and stated in the Application.
You may change the annuity commencement date at any time if We receive Written
notice at least 30 days before both the current annuity commencement date and
the new annuity commencement date.

                                          10

<PAGE>

If the annuity commencement date does not occur on a Valuation Date that is at
least two years after the Issue Date, We reserve the right to change the annuity
commencement date to the first Valuation Date that is at least two years after
the Issue Date.

FREQUENCY AND AMOUNT OF PAYMENTS
Annuity payments will be made monthly unless We agree to a different payment
schedule. We reserve the right to change the frequency of either a Fixed Annuity
payment or a Variable Annuity payment so that each payment will be at least $50.


FIXED ANNUITY PAYMENTS

Fixed annuity payments start at the end of the Valuation Period that contains
the annuity commencement date. The amount of a first monthly payment for the
annuity form selected will be at least as favorable as the annuity tables of
this contract for each $1,000 of Contract Value applied as of the end of such
Valuation Period.

We may, as of the annuity commencement date, offer for sale, single premium
annuity contracts. If so, the annuity benefits available under this contract
will be at least as favorable as the benefit available by using the Contract
Value to purchase one of Our single premium immediate annuities.

The dollar amount of any payments after the first payment are specified during
the entire period of annuity payments, according to the provisions of the
annuity form selected.


VARIABLE ANNUITY PAYMENTS

ANNUITY UNITS
We convert the Subaccount Accumulation Units into Subaccount Annuity Units at
the values determined at the end of the Valuation Period which contains the
annuity commencement date. The number of Subaccount Annuity Units remains
constant, as long as an annuity remains in force and allocation among the
Subaccounts has not changed.

Each Subaccount Annuity Unit value was arbitrarily set at $10 when the
Subaccount first converted Subaccount Accumulation Units into Annuity Units.
Subsequent values on any Valuation Date are equal to the previous Subaccount
Annuity Unit value times the net investment factor for that Subaccount for the
Valuation Period ending on that Valuation Date, with an offset for the 3%
assumed interest rate used in the annuity tables of this contract.

Variable annuity payments start on the end of the Valuation Period that contains
the annuity commencement date. The amount of a first monthly payment for the
illustrated annuity forms, is shown in the annuity tables of this contract for
each $1,000 of Contract Value applied as of the end of such Valuation Period.

Payments after the first payment will vary in amount and are determined on the
first Valuation Date of each subsequent payment period. If the payment under the
annuity form selected is based on the variable Annuity Unit value of a single
Subaccount, the payment is found by multiplying the Subaccount Annuity Unit
value on the payment date by the number of Subaccount Annuity Units.

If the payment under the annuity form selected is based upon variable Annuity
Unit values of more than one Subaccount, the above procedure is repeated for
each applicable Subaccount. The sum of these payments is the Variable Annuity
payment.

We guarantee that the amount of each payment after the first payment will not be
affected by variations in expense or mortality experience.

                                          11

<PAGE>


OPTIONAL ANNUITY FORMS

You may select an annuity form or change a previous selection. The selection or
change must be In Writing and received by Us at least 30 days before the annuity
commencement date. If no annuity form selection is in effect on the annuity
commencement date, We automatically apply Option B, with payments guaranteed for
10 years.

The following options are available for the Fixed Annuity payments and the
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.

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.

We also have other annuity forms available and information about them can be
obtained by Writing to Us.

The annuity tables show the amount of the first annuity payment, for each $1,000
of Contract Value applied under Options A, B, and C.

                                          12

<PAGE>

                                    OPTION TABLES

Installments shown are for an initial monthly payment for each $1,000 of
Contract Value applied under an option. Age, as used in these tables, is age as
of nearest birthday on the annuity commencement date. Rates for monthly payments
for ages and periods certain not shown, if allowed by Us, will be computed on an
actuarially equivalent basis.

ACTUARIAL BASIS

Installments shown in these tables are based on the 1983 Table a and with
compound interest at the effective rate of 3% per year.

<TABLE>
                                   OPTIONS A AND B

                              MALE                                    FEMALE

                 10 Year Period       20 Year Period                         10 Year Period     20 Year Period
 Age  Life Only  Certain and Life    Certain and Life       Age  Life Only  Certain and Life   Certain and Life
 <S>  <C>        <C>                  <C>                   <C>  <C>         <C>                <C>
 50      4.27           4.22                4.08            50      3.90           3.89               3.82

 51      4.34           4.29                4.14            51      3.97           3.95               3.88

 52      4.43           4.37                4.20            52      4.03           4.01               3.93

 53      4.51           4.45                4.26            53      4.10           4.08               3.99

 54      4.60           4.54                4.32            54      4.18           4.15               4.04

 55      4.70           4.62                4.39            55      4.25           4.22               4.11

 56      4.80           4.72                4.45            56      4.34           4.30               4.17

 57      4.91           4.82                4.51            57      4.42           4.38               4.23

 58      5.03           4.92                4.58            58      4.52           4.47               4.30

 59      5.15           5.03                4.64            59      4.61           4.56               4.37

 60      5.28           5.14                4.71            60      4.72           4.66               4.44

 61      5.42           5.26                4.78            61      4.83           4.76               4.51

 62      5.57           5.39                4.84            62      4.95           4.86               4.58

 63      5.74           5.52                4.90            63      5.07           4.98               4.65

 64      5.91           5.66                4.96            64      5.21           5.10               4.72

 65      6.10           5.81                5.02            65      5.35           5.22               4.79

 66      6.29           5.96                5.08            66      5.51           5.36               4.86

 67      6.50           6.11                5.13            67      5.67           5.50               4.93

 68      6.73           6.28                5.18            68      5.85           5.65               5.00

 69      6.97           6.44                5.23            69      6.04           5.80               5.06

 70      7.23           6.61                5.27            70      6.25           5.96               5.12

 71      7.51           6.78                5.31            71      6.47           6.14               5.18

 72      7.80           6.96                5.34            72      6.71           6.31               5.23

 73      8.12           7.14                5.37            73      6.97           6.50               5.28

 74      8.45           7.32                5.40            74      7.26           6.69               5.32

 75      8.82           7.49                5.42            75      7.56           6.89               5.35
</TABLE>


                                                                  OPTION C
<TABLE>
                                                              FEMALE AGE
             <S>            <C>             <C>                <C>             <C>              <C>
                              50               55               60               65               70

             50             3.60             3.75             3.88             3.99             4.08

 MALE        55             3.69             3.88             4.06             4.24             4.38

 AGE         60             3.76             3.99             4.23             4.49             4.72

             65             3.81             4.07             4.38             4.72             5.07

             70             3.84             4.14             4.50             4.93             5.40
</TABLE>

                                          13




<PAGE>

                                 Consent of Auditors


We consent to the reference to our firm under the caption "Experts" and to 
the use of our report dated February 27, 1998 on the financial statements of 
Fortis Benefits Insurance Company and our report dated March 27, 1998 on the 
financial statements of Fortis Benefits insurance Company Variable Account D 
in Post-Effective Amendment No. 18 to the Registration Statement (Form N-4 
No. 33-19421) and related Prospectus and Statement of Additional Information 
of Fortis Benefits Insurance Company for the registration of flexible premium 
deferred combination variable and fixed annuity contracts.

/s/ Ernst & Young


Minneapolis, Minnesota
April 27, 1998

<PAGE>

                      FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION

                        U.S. GOVERNMENT SECURITIES SUBACCOUNT

     The subaccount's standardized yield for the 30 day period ended December
31, 1997 was computed by dividing the net investment income per accumulation
unit earned during the period by the maximum offering price per unit on the last
day of the period in accordance with the formula prescribed by the Securities
and Exchange Commission:

                           [(($830,385))            6
                 2 * {  -----------------------  + 1]  - 1} = 7.62%
                     [((7,743,923 * 17.150))

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

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

     Based on an initial investment made January 1, 1997 and unit information
shown on the attached page, and adjusting for the annual administration charge,
the value of such investment at December 31, 1997 and the total return for the
one year period are as follows:

          Ending Value                          Total Return
          ------------                          ------------
          $1,041.25                             $1,041.25 - $1,000
                                                ----------------------- = 4.13%
                                                      $1,000

     Cumlative total return for five years ended December 31, 1997, is as
follows:

     $1,092.73 - $1,000
     ------------------- = 9.27%
            $1,000

     Cumulative total return since inception through December 31, 1997, is as
follows:

     $1,400 - $1,000
     --------------- = 40.00%
         $1,000


<PAGE>

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

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

     One year ended December 31, 1997:

     $1,041.25/$1,000 - 1 = 4.13%

     Five years ended December 31, 1997:

                       1/5
     ($1,092.73/$1,000)         - 1 = 1.79%

     Since inception through December 31, 1997:

                       1/9.67
     ($1,400.00/$1,000)         - 1 = 3.54%

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

<TABLE>
<CAPTION>

                            Unit
        Date                Value
     ----------           --------
<S>                       <C>
     05/01/89             $10.000
     12/31/89              10.756
     12/31/90              11.454
     12/31/91              12.922
     12/31/92              13.529
     12/31/93              14.609
     12/31/94              13.484
     12/31/95              15.805
     12/31/96              15.935
     12/31/97              17.150
</TABLE>


<PAGE>

                      FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION

                            DIVERSIFIED INCOME SUBACCOUNT

     The subaccount's standardized yield for the 30 day period ended December
31, 1997 was computed by dividing the net investment income per accumulation
unit earned during the period by the maximum offering price per unit on the last
day of the period in accordance with the formula prescribed by the Securities
and Exchange Commission:

                           [(($690,603))         6
                   2 * {  ------------------  + 1]  - 1} = 8.60%
                       [((49,942,498 * 1.963))

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

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

     Based on an initial investment made January 1, 1997 and unit information
shown on the attached page, and adjusting for the annual administration charge,
the value of such investment at December 31, 1997 and the total return for the
one year period are as follows:


     Ending Value                               Total Return
     ----------------                           ------------
     $1,054.35                                 $1,054.35 - $1,000
                                                ----------------- = 5.43%
                                                      $1,000

     Cumlative total return for five years ended December 31, 1997, is as
follows:

     $1,172.29 - $1,000
     ------------------- = 17.23%
            $1,000

     Cumulative total return since inception through December 31, 1997, is as
follows:

     $1,648.00 - $1,000
     ------------------ = 64.80%
            $1,000


<PAGE>

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

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

     One year ended December 31, 1997:

     $1,054.35/$1,000 - 1 = 5.43%

     Five years ended December 31, 1997:

                       1/5
     ($1,172.29/$1,000)            - 1 = 3.23%

     Since inception through December 31, 1997:

                       1/9.67
     ($1,648.00/$1,000)            - 1 = 5.30%

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

<TABLE>
<CAPTION>

                           Unit
        Date               Value
     ----------           ------
<S>                       <C>
     05/01/88             $1.000
     12/31/88              1.025
     12/31/89              1.135
     12/31/90              1.219
     12/31/91              1.379
     12/31/92              1.457
     12/31/93              1.621
     12/31/94              1.516
     12/31/95              1.754
     12/31/96              1.802
     12/31/97              1.963
</TABLE>


<PAGE>

     FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
     SEPARATE ACCOUNT PERFORMANCE CALCULATION

                               GROWTH STOCK SUBACCOUNT

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

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

     Based on an initial investment made January 1, 1997 and unit information
shown on the attached page, and adjusting for the annual administration charge,
the value of such investment at December 31, 1997 and the total return for the
one year period are as follows:

     Ending Value                               Total Return
     ------------                               -----------------
     $1,074.02                                 $1,074.02 - $1,000
                                                ----------------- = 7.40%
                                                      $1,000

     Cumlative total return for five years ended December 31, 1997, is as
follows:

     $1,476.30 - $1,000
     ------------------ = 47.63%
            $1,000

     Cumulative total return since inception through December 31, 1997, is as
follows:

     $2,981.00 - $1,000
     ------------------ = 198.10%
             $1,000


<PAGE>

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

             n
     P(1 + T)   = ERV

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

     One year ended December 31, 1997:

     $1,074.02/$1,000 - 1 = 7.40%

     Five years ended December 31, 1997:

                       1/5
     ($1,476.30/$1,000)                - 1 = 8.10%

     Since inception through December 31, 1997:

                       1/9.67
     ($2,981.00/$1,000)                - 1 = 11.96%

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

<TABLE>
<CAPTION>

                           Unit
        Date               Value
     ----------           ------
<S>                       <C>
     05/01/88             $1.000
     12/31/88              0.999
     12/31/89              1.358
     12/31/90              1.298
     12/31/91              1.966
     12/31/92              1.996
     12/31/93              2.143
     12/31/94              2.054
     12/31/95              2.587
     12/31/96              2.972
     12/31/97              3.296
</TABLE>


<PAGE>

                      FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION

                             ASSET ALLOCATION SUBACCOUNT

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

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

     Based on an initial investment made January 1, 1997 and unit information
shown on the attached page, and adjusting for the annual administration charge,
the value of such investment at December 31, 1997 and the total return for the
one year period are as follows:

     Ending Value                               Total Return
     ------------                               ------------
     $1,151.15                                 $1,151.15 - $1,000
                                               ------------------ =  15.12%
                                                      $1,000

     Cumlative total return for five years ended December 31, 1997, is as
follows:

     $1,512.69 - $1,000
     ------------------ = 51.27%
            $1,000

     Cumulative total return since inception through December 31, 1997, is as
follows:

     $2,495.00 - $1,000
     ------------------ = 149.50%
            $1,000


<PAGE>

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

             n
     P(1 + T)   = ERV

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

     One year ended December 31, 1997:

     $1,151.15/$1,000 - 1 = 15.12%

     Five years ended December 31, 1997:

                       1/5
     ($1,512.69/$1,000)                - 1 = 8.63%

     Since inception through December 31, 1997:

                       1/9.67
     ($2,495.00/$1,000)                - 1 = 9.92%

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

<TABLE>
<CAPTION>

                           Unit
        Date               Value
     ----------          ----------
<S>                       <C>
     05/01/88             $1.000
     12/31/88              1.020
     12/31/89              1.245
     12/31/90              1.253
     12/31/91              1.578
     12/31/92              1.665
     12/31/93              1.797
     12/31/94              1.773
     12/31/95              2.134
     12/31/96              2.369
     12/31/97              2.810
</TABLE>


<PAGE>

                      FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION

                               GLOBAL GROWTH SUBACCOUNT

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

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

     Based on an initial investment made January 1, 1997 and unit information
shown on the attached page, and adjusting for the annual administration charge,
the value of such investment at December 31, 1997 and the total return for the
one year period are as follows:

     Ending Value                               Total Return
     ----------------                           ------------
     $1,018.86                                  $1,018.86 - $1,000
                                                ------------------ = 1.89%
                                                       $1,000

     Cumlative total return for five years ended December 31, 1997, is as
follows:

     $1,600.23 - $1,000
     ------------------ = 60.02%
            $1,000

     Cumulative total return since inception through December 31, 1997, is as
follows:

     $1,775.80 - $1,000
     ------------------ =  77.58%
            $1,000

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

             n
     P(1 + T)   = ERV


<PAGE>

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

     One year ended December 31, 1997:

     $1,018.86/$1,000 - 1 = 1.89%

     Five years ended December 31, 1997:

                       1/5
     ($1,600.23/$1,000)                - 1 = 9.86%

     Since inception through December 31, 1997:

                       1/5.67
     ($1,775.80/$1,000)                - 1 = 10.66%

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

<TABLE>
<CAPTION>

                           Unit
        Date               Value
     --------             ----------
<S>                       <C>
     05/01/92             $10.000
     12/31/92              10.989
     12/31/93              12.784
     12/31/94              12.237
     12/31/95              15.754
     12/31/96              18.511
     12/31/97              19.508
</TABLE>


<PAGE>

                      FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                       SEPARATE ACCOUNT PERFORMANCE CALCULATION

                               MONEY MARKET SUBACCOUNT

     The subaccount's standardized yield for the seven day period ended December
31, 1997 was computed by dividing 1 by the unit price for December 24, 1997,
then multiplying this by the unit price on December 31, 1997 to get a base
period return.  The base period return is then multiplied by 365 days and then
divided by 7.  This calculation for the seven day period ended December 31, 1997
was as follows:

     ((1 / 1.473420) x 1.474617) -1 = .000812 - Base Period Return

     .000812 x (365 / 7) = .0424 or 4.24%    

The compound or effective yield for this same period is calculated by taking the
base period return and adding 1, raising the sum to a power equal to 365 divided
by 7 and subtracting 1 from the result.  This calculation for the seven day
period ended December 31, 1997 was as follows: 

                  365/7
     (.000812 + 1)           -1 = .0432 or 4.32%

<TABLE>
<CAPTION>

     Date                   Unit Price
     ------               ------------
<S>                       <C>
     12/24/97              1.473420
     12/31/97              1.474617
</TABLE>


<PAGE>

                     FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                      SEPARATE ACCOUNT PERFORMANCE CALCULATION
                                          
                            AGGRESSIVE GROWTH SUBACCOUNT
                                          
     Total return is the percentage change between the public offering price of
one subaccount unit at the beginning of the period to the public offering price
of one subaccount unit at the end of the period.  Ending total values are
calculated for any specific period and cumulative total returns are calculated
according to the following formula:

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

     Based on an initial investment made January 1, 1997 and unit information
shown below, and adjusting for the annual administration charge, the value of
such investment at December 31, 1997 and the cumulative total return since
inception is as follows:

     Ending Value                               Total Return
     ------------                               ------------
     $965.60                                   $965.60 - $1,000
                                               ---------------- = -3.44%
                                                    $1,000

Cumulative total return since inception through December 31, 1997, is as
follows:

     $1,219.10 - $1,000
     ------------------ =  21.91%
            $1,000

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

             n
     P(1 + T)   = ERV


     One year ended December 31, 1997:

     $965.60/$1,000 - 1 = -3.44%


<PAGE>

     Average annual total return since inception of the subaccount through
December 31, 1997 is as follows:

                       1/3.67
     ($1,219.10/$1,000)                - 1 = 5.55%

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

<TABLE>
<CAPTION>

                           Unit
        Date               Value
     ----------          ----------
<S>                      <C>
     05/01/94             $10.000
     12/31/94               9.796
     12/31/95              12.461
     12/31/96              13.233
     12/31/97              13.241

</TABLE>


<PAGE>

                     FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                      SEPARATE ACCOUNT PERFORMANCE CALCULATION
                                          
                             GROWTH & INCOME SUBACCOUNT
                                          
     Total return is the percentage change between the public offering price of
one subaccount unit at the beginning of the period to the public offering price
of one subaccount unit at the end of the period.  Ending total values are
calculated for any specific period and cumulative total returns are calculated
according to the following formula:

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

     Based on an initial investment made January 1, 1997 and unit information
shown below, and adjusting for the annual administration charge, the value of
such investment at December 31, 1997 and the cumulative total return since
inception is as follows:

     Ending Value                               Total Return
     ------------                               -----------------
     $1,224.96                                 $1,224.96 - $1,000
                                                ----------------- = 22.50%
                                                      $1,000

Cumulative total return since inception through December 31, 1997, is as
follows:

     $1,843.90 - $1,000
     ------------------ =  84.39%
            $1,000

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

             n
     P(1 + T)   = ERV

     One year ended December 31, 1997:

     $1,224.96/$1,000 - 1 = 22.50%


<PAGE>

     Average annual total return since inception of the subaccount through
December 31, 1997 is as follows:

                       1/3.67
     ($1,843.90/$1,000)                - 1 = 18.14%

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

<TABLE>
<CAPTION>

                           Unit
        Date               Value
     ----------          ----------
<S>                      <C>
     05/01/94             $10.000
     12/31/94              10.069
     12/31/95              12.904
     12/31/96              15.468
     12/31/97              19.489

</TABLE>


<PAGE>

                     FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                      SEPARATE ACCOUNT PERFORMANCE CALCULATION
                                          
                               HIGH YIELD SUBACCOUNT

     The subaccount's standardized yield for the 30 day period ended December
31, 1997 was computed by dividing the net investment income per accumulation
unit earned during the period by the maximum offering price per unit on the last
day of the period in accordance with the formula prescribed by the Securities
and Exchange Commission:

                     [        $306,061             6
                 2 * {  ----------------------  + 1]  - 1} = 6.87%
                     [((4,194,544 * 12.917))

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

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

     Based on an initial investment made January 1, 1997 and unit information
shown below, and adjusting for the annual administration charge, the value of
such investment at December 31, 1997 and the cumulative total return since
inception is as follows:

     Ending Value                               Total Return
     ------------                               -----------------
     $1,047.82                                 $1,047.82 - $1,000
                                               ------------------ =  4.78%
                                                      $1,000

Cumulative total return since inception through December 31, 1997, is as
follows:

     $1,186.70 - $1,000
     ------------------ =  18.67%
            $1,000


<PAGE>

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

             n
     P(1 + T)   = ERV

     One year ended December 31, 1997:

     $1,047.82/$1,000 - 1 = 4.78%

     Average annual total return since inception of the subaccount through
December 31, 1997 is as follows:

                       1/3.67
     ($1,186.70/$1,000)                - 1 = 4.77%

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

<TABLE>
<CAPTION>

                           Unit
        Date               Value
     ----------           ----------
<S>                       <C>
     05/01/94             $10.000
     12/31/94               9.452
     12/31/95              10.941
     12/31/96              11.929
     12/31/97              12.917
</TABLE>


<PAGE>

                     FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                      SEPARATE ACCOUNT PERFORMANCE CALCULATION
                                          
                         GLOBAL ASSET ALLOCATION SUBACCOUNT


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

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

     Based on an initial investment made January 1, 1997 and unit information
shown below, and adjusting for the annual administration charge, the value of
such investment at December 31, 1997 and the cumulative total return since
inception is as follows:

     Ending Value                               Total Return
     ------------                               -----------------
     $1,084.96                                 $1,084.96 - $1,000
                                               ------------------ = 8.50%
                                                      $1,000

Cumulative total return since inception through December 31, 1997, is as
follows:

     $1,338.40 - $1,000
     ------------------ =  33.84%
            $1,000


<PAGE>

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

             n
     P(1 + T)   = ERV

     One year ended December 31, 1997:

     $1,084.96/$1,000 - 1 = 8.50%

     Average annual total return since inception of the subaccount through
December 31, 1997 is as follows:

                       1/3
     ($1,338.40/$1,000)                - 1 = 10.20%

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

<TABLE>
<CAPTION>

                           Unit
        Date               Value
     ----------          ----------
<S>                      <C>
     01/01/95             $10.000
     12/31/95              11.590
     12/31/96              12.888
     12/31/97              14.434
</TABLE>


<PAGE>

                     FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                      SEPARATE ACCOUNT PERFORMANCE CALCULATION
                                          
                           INTERNATIONAL STOCK SUBACCOUNT


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

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

     Based on an initial investment made January 1, 1997 and unit information
shown below, and adjusting for the annual administration charge, the value of
such investment at December 31, 1997 and the cumulative total return since
inception is as follows:

     Ending Value                               Total Return
     ------------                               -----------------
     $1,069.88                                  $1,069.88 - $1,000
                                                 ----------------- = 6.99%
                                                       $1,000

Cumulative total return since inception through December 31, 1997, is as
follows:

     $1,297.20 - $1,000
     ------------------ =  29.72%
            $1,000

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

             n
     P(1 + T)   = ERV

     One year ended December 31, 1997:

     $1,069.88/$1,000 - 1 = 6.99%


<PAGE>

     Average annual total return since inception of the subaccount through
December 31, 1997 is as follows:

                       1/3
     ($1,297.20/$1,000)                - 1 = 9.06%


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

<TABLE>
<CAPTION>

                           Unit
        Date               Value
     ----------           -------
<S>                       <C>
     01/01/95             $10.000
     12/31/95              11.272
     12/31/96              12.691
     12/31/97              14.022
</TABLE>


<PAGE>

                     FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                      SEPARATE ACCOUNT PERFORMANCE CALCULATION
                                          
                               GLOBAL BOND SUBACCOUNT

     The subaccount's standardized yield for the 30 day period ended December
31, 1997 was computed by dividing the net investment income per accumulation
unit earned during the period by the maximum offering price per unit on the last
day of the period in accordance with the formula prescribed by the Securities
and Exchange Commission:

                      [        $41.572            6
                 2 * {  ----------------------  + 1]  - 1} = 3.78%
                      [  ((1,123,401 * 11.837))

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

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

     Based on an initial investment made January 1, 1997 and unit information
shown below, and adjusting for the annual administration charge, the value of
such investment at December 31, 1997 and the cumulative total return since
inception is as follows:

     Ending Value                               Total Return
     ------------                               -----------------
     $954.55                                   $954.55 - $1,000
                                               ------------------ = -4.54%
                                                    $1,000

Cumulative total return since inception through December 31, 1997, is as
follows:

     $1,078.70 - $1,000
     ------------------ =  7.87%
            $1,000


<PAGE>

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

             n
     P(1 + T)   = ERV

     One year ended December 31, 1997:

     $954.55/$1,000 - 1 = -4.54%

     Average annual total return since inception of the subaccount through
December 31, 1997 is as follows:

                       1/3
     ($1,078.70/$1,000)                - 1 = 2.56%

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

<TABLE>
<CAPTION>

                           Unit
        Date               Value
     ----------           ----------
<S>                       <C>
     01/01/95             $10.000
     12/31/95              11.743
     12/31/96              11.962
     12/31/97              11.837
</TABLE>


<PAGE>

                     FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                      SEPARATE ACCOUNT PERFORMANCE CALCULATION
                                          
                                  VALUE SUBACCOUNT
                                          
     Total return is the percentage change between the public offering price of
one subaccount unit at the beginning of the period to the public offering price
of one subaccount unit at the end of the period.  Ending total values are
calculated for any specific period and cumulative total returns are calculated
according to the following formula:

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

     Based on an initial investment made January 1, 1997 and unit information
shown below, and adjusting for the annual administration charge, the value of
such investment at December 31, 1997 and the cumulative total return since
inception is as follows:

     Ending Value                               Total Return
     ------------                               -----------------
     $1,200.59                                 $1,200.59 - $1,000
                                                ----------------- = 20.06%
                                                      $1,000

Cumulative total return since inception through December 31, 1997, is as
follows:

     $1,260.20 - $1,000
     ------------------ =  26.02%
            $1,000

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

             n
     P(1 + T)   = ERV

     One year ended December 31, 1997:

     $1,200.59/$1,000 - 1 = 20.06%



<PAGE>

     Average annual total return since inception of the subaccount through
December 31, 1997 is as follows:

                       1/1.67
     ($1,260.20/$1,000)                - 1 = 14.85%

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

<TABLE>
<CAPTION>

                           Unit
        Date               Value
     ----------           -------
<S>                       <C>
     05/01/96             $10.000
     12/31/96              11.049
     12/31/97              13.652
</TABLE>


<PAGE>

                     FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                      SEPARATE ACCOUNT PERFORMANCE CALCULATION
                                          
                                S & P 500 SUBACCOUNT
                                          
     Total return is the percentage change between the public offering price of
one subaccount unit at the beginning of the period to the public offering price
of one subaccount unit at the end of the period.  Ending total values are
calculated for any specific period and cumulative total returns are calculated
according to the following formula:

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

     Based on an initial investment made January 1, 1997 and unit information
shown below, and adjusting for the annual administration charge, the value of
such investment at December 31, 1997 and the cumulative total return since
inception is as follows:

     Ending Value                               Total Return
     ------------                               -----------------
     $1,270.47                                 $1,270.47 - $1,000
                                                ----------------- = 27.05%
                                                      $1,000

Cumulative total return since inception through December 31, 1997, is as
follows:

     $1,373.70 - $1,000
     ------------------ =  37.37%
            $1,000

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

             n
     P(1 + T)   = ERV

     One year ended December 31, 1997:

     $1,270.47/$1,000 - 1 = 27.05%


<PAGE>

     Average annual total return since inception of the subaccount through
December 31, 1997 is as follows:

                       1/1.67
     ($1,373.70/$1,000)                - 1 = 20.94%

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

<TABLE>
<CAPTION>

                            Unit
        Date               Value
     ----------           -------
<S>                       <C>
     05/01/96             $10.000
     12/31/96              11.327
     12/31/97              14.787
</TABLE>


<PAGE>


                     FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                      SEPARATE ACCOUNT PERFORMANCE CALCULATION
                                          
                                BLUE CHIP SUBACCOUNT
                                          
     Total return is the percentage change between the public offering price of
one subaccount unit at the beginning of the period to the public offering price
of one subaccount unit at the end of the period.  Ending total values are
calculated for any specific period and cumulative total returns are calculated
according to the following formula:

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

     Based on an initial investment made January 1, 1997 and unit information
shown below, and adjusting for the annual administration charge, the value of
such investment at December 31, 1997 and the cumulative total return since
inception is as follows:

     Ending Value                               Total Return
     ------------                               -----------------
     $1,217.52                                 $1,217.52 - $1,000
                                                ----------------- = 21.75%
                                                      $1,000

Cumulative total return since inception through December 31, 1997, is as
follows:

     $1,337.90 - $1,000
     ------------------ =  33.79%
           $1,000

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

             n
     P(1 + T)   = ERV

     One year ended December 31, 1997:

     $1,217.52/$1,000 - 1 = 21.75%


<PAGE>

     Average annual total return since inception of the subaccount through
December 31, 1997 is as follows:

                       1/1.67
     ($1,337.90/$1,000)                - 1 = 19.04%

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

<TABLE>
<CAPTION>

                            Unit
        Date               Value
     ----------           ----------
<S>                       <S>
     05/01/96             $10.000
     12/31/96              11.520
     12/31/97              14.429
</TABLE>


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