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 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+ Fixed and 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.

     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 - 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.

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 0.35% 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 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.
<TABLE>
      <S>                      <C>   <C>   <C>   <C>   <C>   <C>
      --------------------------------------------------------------
      YEAR                      1     2     3     4     5     6
      --------------------------------------------------------------
      WITHDRAWAL
      CHARGE                   5%    5%    5%    5%    5%    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 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 0.06%), 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
     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
                                       MORTALITY         ANNUAL      TOTAL ANNUAL   TOTAL ANNUAL     TOTAL         EXAMPLES
                                     EXPENSES, AND      CONTRACT      INSURANCE      INVESTMENT     ANNUAL     
                                    ADMINISTRATION       CHARGE*       EXPENSES       EXPENSES      EXPENSES    1 YEAR 10 YEARS
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                 <C>          <C>            <C>             <C>         <C>    <C>
INTERNATIONAL STOCK

Lazard - International Stock             1.35%            0.06%         1.41%          0.94%          2.35%       $69      $265
Fortis - Global Growth                   1.35%            0.06%         1.41%          0.75%          2.16%       $67      $246
Morgan Stanley - Global Asset
Allocation                               1.35%            0.06%         1.41%          1.01%          2.42%       $69      $272
- -----------------------------------------------------------------------------------------------------------------------------------

DOMESTIC STOCK

SMALL CAP
Fortis - Aggressive Growth               1.35%            0.06%         1.41%          0.72%          2.13%       $66      $243
Berger - Small Cap Value                 1.35%            0.06%         1.41%          1.24%          2.65%       $72      $295

MID CAP
Fortis - Growth Stock                    1.35%            0.06%         1.41%          0.65%          2.06%       $66      $236
Dreyfus - Mid Cap Stock                  1.35%            0.06%         1.41%          1.25%          2.66%       $72      $296

LARGE CAP
Alliance - Large Cap Growth              1.35%            0.06%         1.41%          1.25%          2.66%       $72      $296
T. Rowe Price - Blue Chip Stock          1.35%            0.06%         1.41%          0.94%          2.35%       $69      $265
Dreyfus - S&P 500 Index                  1.35%            0.06%         1.41%          0.46%          1.87%       $64      $216
Fortis - Growth & Income                 1.35%            0.06%         1.41%          0.67%          2.08%       $66      $238
Fortis - Value                           1.35%            0.06%         1.41%          0.76%          2.17%       $67      $247
Fortis - Asset Allocation                1.35%            0.06%         1.41%          0.51%          1.92%       $64      $221
- -----------------------------------------------------------------------------------------------------------------------------------

INTERNATIONAL BONDS

Mercury - Global Bond                    1.35%            0.06%         1.41%          0.88%          2.29%       $68      $259
- -----------------------------------------------------------------------------------------------------------------------------------

DOMESTIC BONDS

Fortis - High Yield                      1.35%            0.06%         1.41%          0.56%          1.97%       $65      $226
Fortis - Diversified Income              1.35%            0.06%         1.41%          0.52%          1.93%       $64      $222
Fortis - U.S. Government Securities      1.35%            0.06%         1.41%          0.51%          1.92%       $64      $221
- -----------------------------------------------------------------------------------------------------------------------------------

CASH

Fortis - Money Market                    1.35%            0.06%         1.41%          0.35%          1.76%       $63      $204
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*The annual contract charge is waived for contract values greater than or equal
to $25,000. This number is for illustrative purposes and reflects the average
charge based on assets under management and total feees 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 $50. Any payment invested in the
     contract for more than five years can be withdrawn without a charge. You
     can withdraw up to 10% of your total investments each year at any time with
     no 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>
<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           14.85%   10.42%   12.41%   12.76%     --       --      --       --       --       --
     Fortis - Global Growth                  9.81%    5.32%   17.43%   28.67%    -4.34%   16.27%   --       --       --       --
     Morgan Stanley - Global Asset 
       Allocation                           14.35%   11.92%   11.11%   15.83%     --       --      --       --       --       --

     DOMESTIC STOCK - SMALL CAP
     Fortis - Aggressive Growth             19.49%    0.00%    6.13%   28.08%     --       --      --       --       --       --
     Berger - Small Cap Value*               --       --       --       --        --       --      --       --       --       --

     DOMESTIC STOCK - MID CAP
     Fortis - Growth Stock                  17.36%   10.85%   14.78%   25.88%    -4.18%    7.26%   1.50%   51.35%   -4.46%   34.62%
     Dreyfus - Mid Cap Stock*                --       --       --       --        --       --      --       --       --       --
     Domestic Stock - Large Cap
     Alliance - Large Cap Growth*            --       --       --       --        --       --      --       --       --       --
     T. Rowe Price - Blue Chip Stock        26.33%   25.18%    --       --        --       --      --       --       --       --
     Dreyfus - S&P 500 Index                26.33%   30.47%    --       --        --       --      --       --       --       --
     Fortis - Growth & Income               11.64%   25.91%   19.80%   27.90%     --       --      --       --       --       --
     Fortis - Value                          8.12%   23.48%    --       --        --       --      --       --       --       --
     Fortis - Asset Allocation              18.30%   18.55%   10.92%   20.27%    -1.71%    8.25%   5.45%   25.86%    0.57%   21.97%

     INTERNATIONAL BONDS
     Mercury - Global Bond                  11.91%   -1.10%    1.80%   17.36%     --       --      --       --       --       --

     DOMESTIC BONDS
     Fortis - High Yield                    -0.79%    8.22%    8.96%   11.19%     --       --      --       --       --       --
     Fortis - Diversified Income             4.82%    8.90%    2.68%   15.65%    -6.56%   11.18%   5.58%   13.06%    7.34%   10.74%
     Fortis - U.S. Government Securities     7.35%    7.56%    0.76%   17.15%    -7.76%   7.92%    4.65%   12.76%    6.41%    --

     CASH
     Fortis - Money Market                   3.84%    3.87%    3.69%    4.25%     2.46%   1.33%    1.91%    4.44%    6.36%    7.91%
- ------------------------------

*Inception Date May 1, 1998; per the SEC, portfolio numbers must reflect an entire year's performance.
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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 that 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



99250


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