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

1. THE ANNUITY CONTRACT

   Masters + 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.

   Masters + 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 Masters + contract can
   fluctuate up or down based on your choices and you may experience a loss.
   Masters + 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 being 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 MASTERS +
   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 $5,000 for
   non-qualified and $2,000 for qualified investments. 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 - 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 account. 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

   We 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 0.35% to
   1.25%.

   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 of a
   percentage of your investment. The annual free withdrawal amount is 10% of
   payments made plus any earnings. The withdrawal charge percentage declines
   with each year the payment is in the contract as follows:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
YEAR         1        2        3        4       5        6        7        8+
- -------------------------------------------------------------------------------
<S>          <C>      <C>      <C>      <C>     <C>      <C>      <C>      <C>
WITHDRAWAL
CHARGE        7%       7%       6%       6%      5%       3%       1%       0%
- -------------------------------------------------------------------------------
</TABLE>

   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" includes the total of
   1.35% insurance charges 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. 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>
<CAPTION>

- ---------------------------------------------------------------------------------------------
PORTFOLIO                                  TOTAL       TOTAL    
                                           ANNUAL      ANNUAL   TOTAL         EXAMPLES
                                         INSURANCE   INVESTMENT ANNUAL
                                          EXPENSES    EXPENSES  EXPENSES  1 YEAR    10 YEARS
- ---------------------------------------------------------------------------------------------
<S>                                      <C>         <C>        <C>       <C>       <C>
INTERNATIONAL STOCK                                                      
                                                                         
Lazard - International Stock                1.35%      0.94%     2.29%      $86      $259
Fortis - Global Growth                      1.35%      0.75%     2.10%      $84      $240
Morgan Stanley - Global Asset Allocation    1.35%      1.01%     2.36%      $87      $266
- ---------------------------------------------------------------------------------------------
DOMESTIC STOCK                                                           
                                                                         
SMALL CAP                                                                
Fortis - Aggressive Growth                  1.35%      0.72%     2.07%      $84      $237
Berger - Small Cap Value                    1.35%      1.24%     2.59%      $89      $289
                                                                         
MID CAP                                                                  
Fortis - Growth Stock                       1.35%      0.65%     2.00%      $83      $229
Dreyfus  - Mid Cap Stock                    1.35%      1.25%     2.60%      $89      $290
                                                                         
LARGE CAP                                                                
Alliance  - Large Cap Growth                1.35%      1.25%     2.60%      $89      $290
T. Rowe Price  - Blue Chip Stock            1.35%      0.94%     2.29%      $86      $259
Dreyfus  - S&P 500 Index                    1.35%      0.46%     1.81%      $81      $209
Fortis - Growth & Income                    1.35%      0.67%     2.02%      $83      $231
Fortis - Value                              1.35%      0.76%     2.11%      $84      $241
Fortis - Asset Allocation                   1.35%      0.51%     1.86%      $82      $215
- ---------------------------------------------------------------------------------------------
INTERNATIONAL BONDS                                                      
                                                                         
Mercury - Global Bond                       1.35%      0.88%     2.23%      $85      $253
- ---------------------------------------------------------------------------------------------
DOMESTIC BONDS                                                           
                                                                         
Fortis - High Yield                         1.35%      0.56%     1.91%      $82      $220
Fortis - Diversified Income                 1.35%      0.52%     1.87%      $82      $216
Fortis - U.S. Government Securities         1.35%      0.51%     1.86%      $82      $215
- ---------------------------------------------------------------------------------------------
CASH                                                                     
                                                                         
Fortis - Money Market                       1.35%      0.35%     1.70%      $80      $198
- ---------------------------------------------------------------------------------------------
</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 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. Any payment invested in the
   contract for more than seven years can be withdrawn without a charge. You can
   withdraw up to 10% of your total investment each year plus earnings at any
   time with no charge. All other withdrawals will be charged according to the
   table shown in Section 5 "Expenses". 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.
<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 which, if applied, would reduce the 
   performance. Past performance is not a guarantee of future results.

   <TABLE>
   <CAPTION>
   ---------------------------------------------------------------------------------------------------------------------------------
   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 - International Stock               14.91%   10.49%  12.48%   12.83%       -        -        -       -        -        -
   Fortis - Global Growth                      9.87%    5.39%  17.50%   28.74%   -4.28%   16.34%       -       -        -        -
   Morgan Stanley - Global Asset Allocation   14.41%   11.99%  11.20%   15.90%       -        -        -       -        -        -

   DOMESTIC STOCK - SMALL CAP
   Fortis - Aggressive Growth                 19.55%    0.06%  6.19%   28.15%       -        -        -       -        -        -
   Berger - Small Cap Value*                      -        -      -        -        -        -        -       -        -        -
   
   DOMESTIC STOCK - MID CAP
   Fortis - Growth Stock                      17.42%   10.91%  14.85%   25.96%   -4.12%    7.32%    1.55%  51.44%    -4.40%  34.66%
   Dreyfus - Mid Cap Stock*                       -        -       -        -        -        -        -       -        -        -
   
   DOMESTIC STOCK - LARGE CAP
   Alliance - Large Cap Growth*                   -        -       -        -        -        -        -       -        -        -
   T. Rowe Price - Blue Chip Stock            26.39%   25.25%      -        -        -        -        -       -        -        -
   Dreyfus - S&P500 Index                     26.39%   30.55%      -        -        -        -        -       -        -        -
   Fortis - Growth & Income                   11.70%   25.98%  19.87%   27.98%       -        -        -       -        -        -
   Fortis - Value                              8.18%   23.56%      -        -        -        -        -       -        -        -
   Fortis - Asset Allocation                  18.36%   18.62%  10.99%   20.35%   -1.65%    8.32%    5.50%  25.93%    0.64%   22.04%
   
   INTERNATIONAL BONDS
   Mercury - Global Bond                      11.97%   -1.04%   1.86%   17.43%       -        -        -       -        -        -
   
   DOMESTIC BONDS
   Fortis - High Yield                        -0.73%    8.29%   9.03%   11.26%       -        -        -       -        -        -
   Fortis - Diversified Income                 4.88%    8.96%   2.74%   15.72%   -6.50%   11.25%    5.64%  13.11%    7.40%   10.80%
   Fortis - U.S. Government Securities         7.41%    7.62%   0.82%   17.22%   -7.71%    7.98%    4.70%  12.85%    6.45%       -
   
   CASH
   Fortis - Money Market                       3.90%    3.93%   3.75%    4.31%    2.52%    1.39%    1.97%   4.50%    6.42%    7.96%
   </TABLE>
   -------------
     *Inception date May 1, 1998; per the SEC, portfolio numbers must reflect an
      entire year's performance.
   Note: Masters Annuity was first offered for the sale on April 4, 1991.
   ----------------------------------------------------------------------------
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) the value of your contract;

    2) 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.

    3) if you die before your 75th birthday, the value of all payments 
       accumulated at 5%, less an adjustment for any money you took out. The 
       maximum this amount can be is twice your adjusted payments. The 
       adjustments are equal to a proportionate reduction related to any money
       you took out. If you die after age 75, the death benefit is slightly
       different.

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 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.

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

       DISABILITY WAIVER: You will be able to take your money out without a
       withdrawal charge if you are disabled 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. 30570


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