VARIABLE ACCOUNT D OF FORTIS BENEFITS INSURANCE CO
497, 1999-05-05
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                                                                         [LOGO]
                                              Fortis Benefits Insurance Company
                                                                    May 1, 1999

PROFILE OF THE FORTIS EMPOWER COMBINATION VARIABLE AND FIXED DEFERRED ANNUITY 
CONTRACTS. THIS PROFILE IS A SUMMARY OF SOME OF THE MORE IMPORTANT POINTS 
THAT YOU SHOULD CONSIDER AND KNOW BEFORE PURCHASING THE CONTRACT. THIS 
ANNUITY IS MORE FULLY DESCRIBED IN THE PROSPECTUS WHICH ACCOMPANIES THIS 
PROFILE. PLEASE READ THE PROSPECTUS CAREFULLY.

 1.  THE ANNUITY CONTRACT

     Fortis EmPower Variable 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.

     Fortis EmPower 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 ten fixed account options 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 accounts. Your
     investment, however, is not guaranteed. The value of your Fortis EmPower
     contract can fluctuate up or down based on your choices and you may
     experience a loss. Fortis EmPower does provide you with a death benefit
     that protects your beneficiaries from such loss.

     The fixed accounts provide guaranteed interest rates set by Fortis Benefits
     for periods from one to ten years. When you invest in these guarantee
     periods, and leave the money in the contract until the end of the period,
     your investment and the interest rates are guaranteed. If you make any
     transfers or withdrawals of your investment before the end of the selected
     period, your contract value may increase or decrease depending on interest
     rate changes.

     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 A FORTIS EMPOWER
     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
     $25,000 for non-qualified and $10,000 for qualified investments. You can
     make additional contributions of at least $1,000 at any time during the
     accumulation period. The minimum investment may be smaller for certain
     employer sponsored plans.


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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 - International Stock
                    Fortis - Global Growth
                    Morgan Stanley - Global Asset
                                     Allocation

     DOMESTIC STOCK
     SMALL CAP      Fortis - Aggressive Growth
                    Berger - Small Cap Value

     MID CAP        Fortis - Growth Stock
                    Dreyfus - Mid Cap Stock

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

     INTERNATIONAL BONDS
                    Mercury - Global Bond

     DOMESTIC BONDS
                    Fortis - High Yield
                    Fortis - Diversified Income
                    Fortis - U.S. Government Securities

     CASH           Fortis - Money Market

     You may also choose to invest in the guaranteed fixed accounts. You can
     choose among guarantee periods ranging from one to ten years, each with its
     own interest rate. Once set, the rate will not change during the selected
     period. These accounts (except for the one year period) have a feature
     known as a market value adjustment (MVA). This means that if you transfer,
     withdraw or begin an income phase from one of these accounts before the end
     of the selected period, your contract value will be adjusted up or down
     depending on current interest rates.

 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 $100,000. We
     also deduct insurance charges equal to 1.25% 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 0.35% to 1.25%.

     There is no withdrawal charge if you decide to withdraw your money or
     cancel the contract.

     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 a 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"
     shows the total of the $30 contract maintenance fee (included as 0.05%),
     the 1.25% 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 could pay under the contract. The examples
     illustrate the average cost per $1,000 invested, earning 5% annually and
     withdrawals: (1) at the end of one year, and (2) at the end of ten years.
     The premium tax is assumed to be 0% for both examples. Please see the Fee
     Table in the prospectus for more complete examples.


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<TABLE>
<CAPTION>

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PORTFOLIO                               
                                                                                                                 EXAMPLES
                                        MORTALITY       ANNUAL     TOTAL ANNUAL    TOTAL ANNUAL     TOTAL       TOTAL ANNUAL
                                      EXPENSES, AND    CONTRACT     INSURANCE       INVESTMENT      ANNUAL   EXPENSES AT END OF
                                      ADMINISTRATION    CHARGE*      EXPENSES        EXPENSES      EXPENSES   1 YEAR 10 YEARS
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>              <C>         <C>             <C>             <C>       <C>          <C>
INTERNATIONAL STOCK

Lazard Freres - International Stock      1.25%           0.05%        1.30%           0.94%         2.24%        $22      $254
Fortis - Global Growth                   1.25%           0.05%        1.30%           0.75%         2.05%        $21      $234
Morgan Stanley - Global Asset
    Allocation                           1.25%           0.05%        1.30%           1.01%         2.31%        $23      $261
- ----------------------------------------------------------------------------------------------------------------------------------

DOMESTIC STOCK

SMALL CAP
Fortis - Aggressive Growth               1.25%           0.05%        1.30%           0.72%         2.02%        $20      $231
Berger - Small Cap Value                 1.25%           0.05%        1.30%           1.24%         2.54%        $25      $284

MID CAP
Fortis - Growth Stock                    1.25%           0.05%        1.30%           0.65%         1.95%        $20      $224
Dreyfus - Mid Cap Stock                  1.25%           0.05%        1.30%           1.25%         2.55%        $26      $285

LARGE CAP
Alliance - Large Cap Growth              1.25%           0.05%        1.30%           1.25%         2.55%        $26      $285
T. Rowe Price - Blue Chip Stock          1.25%           0.05%        1.30%           0.94%         2.24%        $22      $254
Dreyfus - S&P500 Index                   1.25%           0.05%        1.30%           0.46%         1.76%        $18      $204
Fortis - Growth & Income                 1.25%           0.05%        1.30%           0.67%         1.97%        $20      $226
Fortis - Value                           1.25%           0.05%        1.30%           0.76%         2.06%        $21      $236
Fortis - Asset Allocation                1.25%           0.05%        1.30%           0.51%         1.81%        $18      $209
- ----------------------------------------------------------------------------------------------------------------------------------

INTERNATIONAL BONDS

Mercury - Global Bond                    1.25%           0.05%        1.30%           0.88%         2.18%        $22      $248
- ----------------------------------------------------------------------------------------------------------------------------------

DOMESTIC BONDS

Fortis - High Yield                      1.25%           0.05%        1.30%           0.56%         1.86%        $19      $215
Fortis - Diversified Income              1.25%           0.05%        1.30%           0.52%         1.82%        $18      $209
Fortis - U.S. Government Securities      1.25%           0.05%        1.30%           0.51%         1.81%        $18      $209
- ----------------------------------------------------------------------------------------------------------------------------------

CASH
Fortis - Money Market                    1.25%           0.05%        1.30%           0.35%         1.65%        $17      $192
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</TABLE>

* The annual contract charge is waived for contract values greater than or equal
to $100,000. This number is for illustrative purposes and reflects the average
charge based on assets under management and total fees collected.


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
     59 1/2, 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 $1,000. If you withdraw from the fixed
     account, your contract value may be subject to a market value adjustment.
     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 $100 or more. Of course,
     withdrawals may be taxable and subject to an IRS tax penalty.


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 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>
<CAPTION>

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     PORTFOLIO                                 1998     1997     1996     1995     1994    1993     1992     1991     1990    1989
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>      <C>      <C>      <C>      <C>     <C>      <C>      <C>      <C>     <C>
     International Stock
     Lazard Freres - International Stock       14.98%   10.54%   12.54%   12.88%   --      --       --       --       --      --
     Fortis - Global Growth                     9.93%    5.44%   17.56%   28.81%   -4.23%  16.40%   --       --       --      --
     Morgan Stanley - Global Asset Allocation  14.47%   12.04%   11.23%   15.96%   --      --       --       --       --      --

     Domestic Stock - Small Cap
     Fortis - Aggressive Growth                19.62%    0.11%    6.25%   28.22%   --      --       --       --       --      --
     Berger - Small Cap Value*                 --       --       --       --       --      --       --       --       --      --

     Domestic Stock - Mid Cap
     Fortis - Growth Stock                     17.49%   10.97%   14.91%   26.02%   -4.07%  7.38%    1.61%    51.52%   -4.35%  34.76%
     Dreyfus - Mid Cap Stock*                  --       --       --       --       --     --       --        --       --      --

     Domestic Stock - Large Cap
     Alliance - Large Cap Growth*              --       --       --       --       --     --       --        --       --      --
     T. Rowe Price - Blue Chip Stock           26.47%   25.32%   --       --       --     --       --        --       --      --
     Dreyfus - S&P 500 Index                   26.47%   30.61%   --       --       --     --       --        --       --      --
     Fortis - Growth & Income                  11.76%   26.05%   19.93%   28.04%   --     --       --        --       --      --
     Fortis - Value                             8.23%   23.62%   --       --       --     --       --        --       --      --
     Fortis - Asset Allocation                 18.43%   18.68%   11.04%   20.41%   -1.60%  8.37%    5.57%    26.00%    0.69%  22.10%

     International Bonds
     Mercury - Global Bond                     12.03%   -0.99%    1.91%   17.49%   --     --       --        --       --      --

     Domestic Bonds
     Fortis - High Yield                       -0.68%    8.34%    9.08%   11.31%   --     --       --        --       --      --
     Fortis - Diversified Income                4.94%    9.01%    2.79%   15.78%   -6.46% 11.30%    5.69%    13.19%    7.46%  10.86%
     Fortis - U.S. Government Securities        7.47%    7.68%    0.87%   17.28%   -7.66%  8.04%    4.77%    12.89%    6.53%  --

     Cash
     Fortis - Money Market                      3.96%    3.98%    3.80%   4.36%     2.57%  1.44%    2.03%     4.55%    6.47%   8.03%

- --------------------------------
     *Inception date May 1, 1998; per the SEC, portfolionumbers must reflect an entire year's performance.
     Note: Fortis EmPower was first offered for sale on May 1, 1998.
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

9.   DEATH BENEFIT

     If you die during the accumulation phase, your beneficiary will receive a
     death benefit. This death benefit will be the greater of three amounts:
         1) the value of your contract;
         2) the money you put in less a proportionate reduction related to any
            withdrawals; and 
         3) at the time of death, the highest five year 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.

     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 one year guarantee period of 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.

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

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

99251



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