VARIABLE ACCOUNT D OF FORTIS BENEFITS INSURANCE CO
485BPOS, 1999-04-27
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<PAGE>
          As filed with the Securities and Exchange Commission on April 28, 1999
                                                      Registration Nos. 33-73986
                                                                        811-5439


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM N-4


             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                         Post-Effective Amendment No. 7

                                     AND/OR

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

                                Amendment No. 62

                               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:
                                  651-738-4000

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

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

<PAGE>

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

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

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


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


          __X__ on MAY 1, 1999 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 designates a new effective date
                for a previously filed post effective amendment.
 
                     --------------------------------------

<PAGE>

                              VARIABLE ACCOUNT D OF
                        FORTIS BENEFITS INSURANCE COMPANY

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


    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                Not applicable
    Information

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

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

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

8.  Annuity Period                     The Annuity Period

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

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

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

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


13. Legal Proceedings                  None

<PAGE>

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

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

15. Cover Page                         Cover Page

16. Table of Contents                  Table of Contents

17. General Information and History    Fortis Benefits

18. Services                           Services

19. Purchases of Securities Being      * Reduction in Charges
    Offered

20. Underwriters                       Services

21. Calculation of Performance Data    None

22. Annuity Payments                   Calculation of Annuity Payments

23. Financial Statements               Financial Statements

- --------------------------
*All required information is included in the Prospectus.

<PAGE>
 
FORTIS BENEFITS INSURANCE COMPANY
 
MAILING ADDRESS:      STREET ADDRESS:             PHONE: 1-800-780-7743
P.O. BOX 64272        500 BIELENBERG DRIVE
ST. PAUL, MN 55164    WOODBURY, MN 55125
 
This prospectus describes an individual flexible premium deferred variable
annuity contract issued by Fortis Benefits Insurance Company ("Fortis
Benefits").
 
The contracts allow you to accumulate funds on a tax-deferred basis. You may
elect a guaranteed interest accumulation option through a fixed account or a
variable return accumulation option through a variable account or a combination
of these two options. Under the variable return accumulation option, you may
choose among the following investment alternatives:
 
    - three portfolios of Fortis Series Fund, Inc.:
 
      - Global Growth Series,
 
      - Growth Stock Series, and
 
      - Money Market Series
 
    - four portfolios of the Norwest Select Funds:
 
      - Income Equity Fund,
 
      - Income Fund,
 
      - Small Company Stock Fund, and
 
      - ValuGrowth Stock Fund
 
    - two portfolios of the MFS Variable Insurance Trust:
 
      - Emerging Growth Series, and
 
      - High Income Series
 
    - two portfolios of the AIM Variable Insurance Funds, Inc.:
 
      - AIM V.I. International Equity Fund, and
 
      - AIM V.I. Value Fund
 
Class A shares of the Scudder Variable Life Investment Fund ("Scudder Series")
were available for contracts purchased PRIOR to May 1, 1998. If you had contract
value allocated to the Scudder Series as of May 1, 1998, you may continue making
allocations to the Scudder Series. You may allocate subsequent purchase payments
to the Scudder Series, and you may make subsequent transfers of contract value
to the Scudder Series.
 
The accompanying prospectuses for these portfolios describe the investment
objectives, policies, and risks of each of the portfolios.
 
This prospectus gives prospective you information about the contract that you
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, 1999, 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 22 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. THEY INVOLVE INVESTMENT RISKS, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL.
 
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
 
FORTIS-Registered Trademark-
 
NORWEST
PASSAGE
VARIABLE
ANNUITY
 
Individual Flexible
Premium Deferred
Variable Annuity Contract
 
PROSPECTUS DATED
May 1, 1999
 
      [LOGO]
<PAGE>
TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                        PAGE
<S>                                                                     <C>
Special Terms Used in this Prospectus.................................     2
Information Concerning Fees and Charges...............................     3
Summary...............................................................     5
Fortis Benefits and the Separate Account..............................     7
    - Fortis Benefits/Fortis Financial Group Member...................     7
    - The Separate Account............................................     7
    - The Series Funds................................................     8
Accumulation Period...................................................     8
    - Issuance of a Contract and Purchase Payments....................     8
    - Contract Value..................................................     9
    - Allocation of Purchase Payments and Contract Value..............     9
    - Total and Partial Surrenders....................................    10
    - Telephone Transactions..........................................    10
    - Benefit Payable on Death of Annuitant or Contract Owner.........    11
    - Contract Loans (Section 403(b) Qualified Contracts Only)........    12
The Annuity Period....................................................    13
    - Annuity Commencement Date.......................................    13
    - Commencement of Annuity Payments................................    13
    - Relationship Between Subaccount Investment Performance and
       Amount of Variable Annuity Payments............................    13
    - Annuity Options.................................................    14
    - Death of Annuitant or Other Payee...............................    14
Charges and Deductions................................................    14
    - Premium Taxes...................................................    14
    - Annual Administrative Charge....................................    14
    - Charges Against the Separate Account............................    15
    - Surrender Charge................................................    15
    - Miscellaneous...................................................    16
    - Reduction of Charges............................................    16
Fixed Account.........................................................    16
    - General Description.............................................    16
    - Fixed Account Value.............................................    16
    - Fixed Account Transfers, Total and Partial Surrenders...........    16
General Provisions....................................................    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....................................    18
Distribution..........................................................    18
Federal Tax Matters...................................................    18
Voting Privileges.....................................................    20
State Regulation......................................................    21
Legal Matters.........................................................    21
Year 2000 Issue.......................................................    21
Contents of Statement of Additional Information.......................    22
Appendix A--Sample Death Benefit Calculations.........................   A-1
Appendix B--Explanation of Expense Calculations.......................   B-1
Appendix C--Pro Rata Adjustments......................................   C-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     The time period under a contract between the contract date and the Annuity Period.
Period
Accumulation     A unit of measure used to calculate the interest of the contract owner in the Separate Account
Unit             during the Accumulation Period.
AIM Series       AIM Variable Insurance Funds, Inc., a diversified open-end management investment company in
                 which the Separate Account invests.
Annuitant        A person during whose life annuity payments are to be made by Fortis Benefits under the
                 contract.
Annuity 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.
Five Year        The fifth anniversary of a contract date, and each subsequent fifth anniversary of that date.
Anniversary
Fixed Annuity    An annuity option under which Fortis Benefits promises to pay the Annuitant or any other
Option           properly designated payee one or more fixed payments.
Fortis Series    Fortis Series Fund, Inc., a diversified, open-end management investment company in which the
                 Separate Account invests.
MFS Series       MFS Variable Insurance Trust, a diversified open-end management investment company in which
                 the Separate Account invests.
Non-Qualified    Contracts that do not qualify for the special federal income tax treatment applicable in
Contracts        connection with certain retirement plans.
Norwest Series   Norwest Select Funds, a diversified, open-end management investment company in which the
                 Separate Account invests.
Qualified        Contracts that are qualified for the special federal income tax treatment applicable in
Contracts        connection with certain retirement plans.
Scudder Series   Scudder Variable Life Investment Fund, a diversified, open-end management investment company
                 in which the Separate Account invests.
Separate         The segregated asset account referred to as Variable Account D of Fortis Benefits Insurance
Account          Company established to receive and invest purchase payments made under contracts.
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        The period that starts at the close of regular trading on the New York Stock Exchange on a
Period           Valuation Date and ends at the close of regular trading on the exchange on the next succeeding
                 Valuation Date.
Variable         An annuity option under which Fortis Benefits promises to pay the Annuitant or any other
Annuity Option   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.
</TABLE>
 
                                       2
<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 PAYMENT       AMOUNT OF CHARGE
- --------------------  ---------------------
<S>                   <C>
    Less than 5                     5%
     5 or more                      0%
</TABLE>
 
<TABLE>
<S>                                                 <C>
       Other Surrender Fees.......................     0%
       Transfer Fee...............................     0%
       Charge for Each 403(b) Contract Loan.......  $100
ANNUAL CONTRACT ADMINISTRATION CHARGE.............   $30(2)
SEPARATE ACCOUNT ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE ACCOUNT VALUE)
       Mortality and Expense Risk Charge..........  1.25%
       Separate Account Administrative Charge.....   .15%
                                                    ----
         Total Separate Account Annual Expenses...  1.40%
</TABLE>
 
- ------------------------
(1)  This charge does not apply in certain cases such as partial surrenders each
     year of up to 10% of "new purchase payments" as defined under the heading
     "Surrender Charge"; or, in the case where the owner or Annuitant dies prior
     to the contract being surrendered.
 
(2)  This charge, which is otherwise applied at each contract anniversary and
     total surrender of the contract, will not be charged during the
     Accumulation Period if the contract value as of such anniversary or
     surrender is $25,000 or more. Currently, Fortis Benefits waives this charge
     during the Annuity Period. This charge is also subject to any applicable
     limitations under the law of any state.
 
PORTFOLIO ANNUAL EXPENSES (A)
 
The information set forth in this table was provided to Fortis Benefits by the
portfolio managers and Fortis Benefits has not independently verified such
information for those portfolios other than the Fortis Series portfolios.
 
<TABLE>
<CAPTION>
                                                                                    TOTAL
                                                                                  OPERATING
                                                                                   EXPENSES
                                                                                (AFTER EXPENSE
                                                      INVESTMENT                REIMBURSEMENTS
                                                     ADVISORY AND     OTHER          AND
                                                    MANAGEMENT FEE   EXPENSES   WAIVERS)(b)(c)
                                                    --------------   --------   --------------
<S>                                                 <C>              <C>        <C>
Fortis Global Growth Series.......................      0.70%         0.05%         0.75%
Fortis Growth Stock Series........................      0.61%         0.04%         0.65%
Fortis Money Market Series........................      0.30%         0.05%         0.35%
Norwest ValuGrowth Stock Fund.....................      0.55%         0.25%         0.80%
Norwest Income Fund...............................      0.07%         0.53%         0.60%
Norwest Income Equity Stock Fund..................      0.69%         0.11%         0.80%
Norwest Small Company Stock Fund..................      0.29%         0.51%         0.80%
Scudder International Fund Class A Shares.........      0.87%         0.18%         1.05%
MFS Emerging Growth Series........................      0.75%         0.10%         0.85%
MFS High Income Series............................      0.75%         0.28%         1.03%
AIM V.I. Value Fund...............................      0.61%         0.05%         0.66%
AIM V.I. International Equity Fund................      0.75%         0.16%         0.91%
</TABLE>
 
- ------------------------
 
(a)  As a percentage of portfolio average net assets based on 1998 historical
     data.
 
(b)  In the absence of expense reimbursements and waivers, Total Operating
     Expenses for the Norwest Series would be as follows: ValuGrowth Fund 1.25%;
     Income Fund 1.33%; Small Company Stock Fund 1.51% and Income Equity Stock
     Fund 1.10%. There was no reimbursement for Fortis Series MFS, AIM or
     Scudder Series.
 
(c)  In the absence of gross up for custodian fees by the Portfolio Investment
     advisor, the total expense of the following Portfolio would have been as
     hereafter indicated rather than as listed above. MFS High Income
     Sales--.096%.
 
(d)  Certain of the unaffiliated investment advisers of the Portfolios reimburse
     Fortis Benefits for costs incurred in connection with administering the
     Portfolios as variable funding by payment of an amount based on assets in
     the Portfolios attributable to the Certificates.
 
                                       3
<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>
Fortis Global Growth Series.................................      67       113       162        251
Fortis Growth Stock Series..................................      66       110       157        241
Fortis Money Market Series..................................      63       101       141        209
Norwest ValuGrowth Stock Fund...............................      68       115       164        256
Norwest Income Fund.........................................      66       109       154        236
Norwest Small Company Stock Fund............................      68       115       164        256
Norwest Income Equity Stock Fund............................      68       115       164        256
Scudder International Portfolio--Class A....................      70       122       177        281
MFS Emerging Growth Series..................................      68       116       167        261
MFS High Income Series......................................      70       122       176        279
AIM V.I. Value Fund.........................................      66       110       157        242
AIM V.I. International Equity Fund..........................      69       118       170        267
</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>
Fortis Global Growth Series.................................      22        68       117        251
Fortis Growth Stock Series..................................      21        65       112        241
Fortis Money Market Series..................................      18        56        96        209
Norwest ValuGrowth Stock Fund...............................      23        70       119        256
Norwest Income Fund.........................................      21        64       109        236
Norwest Small Company Stock Fund............................      23        70       119        256
Norwest Income Equity Stock Fund............................      23        70       119        256
Scudder International Portfolio--Class A....................      25        77       132        281
MFS Emerging Growth Series..................................      23        71       122        261
MFS High Income Series......................................      25        77       131        279
AIM V.I. Value Fund.........................................      21        65       112        242
AIM V.I. International Equity Fund..........................      24        73       125        267
</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, 1998 and
 the total actual amount of annual contract administration charges collected
 during the year. For the purpose of these examples, portfolio annual expenses
 are assumed to continue at the rates set forth in the table above.
 
THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
 
                            ------------------------
 
The foregoing tables and examples, prescribed by the SEC, are included to assist
contract owners in understanding the transaction and operating expenses imposed
directly or indirectly under the contracts and the portfolios. Amounts for state
premium taxes or similar assessments will also be deducted, where applicable.
(See Charges and Deductions--Premium Taxes.)
 
See Appendix B for an explanation of the calculations of the amounts set forth
above.
 
                                       4
<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 purchase payments on a fixed or variable basis, and by the
application of such accumulations to provide fixed or variable annuity payments.
 
PURCHASE PAYMENTS
 
The initial purchase payment must be at least $5,000 ($2,000 for Qualified
Contracts). An initial purchase payment of $50 is acceptable if payments are
being made on a systematic basis such as payroll deduction or automatic
deduction from a savings or checking account. Additional payments must be at
least $1,000 each unless they are being made on a systematic basis such as a
payroll deduction or automatic deduction from a savings or checking account. $50
is the minimum additional payment on a systematic basis. For contracts issued in
the states of Oregon and Washington, only a single purchase payment may be made
and no further purchase payments can be accepted.
 
On the contract date, the initial purchase payment is allocated, as specified by
the contract owner in the contract application, among one or more of the
available investment portfolios, or to the fixed account, or to both. Subsequent
purchase payments are allocated in the same way, or pursuant to different
allocation percentages that the contract owner may subsequently request.
 
SEPARATE ACCOUNT INVESTMENT OPTIONS
 
Each of the available subaccounts of the Separate Account invests in shares of a
corresponding portfolio of Fortis Series, Norwest Series, AIM Series, MFS Series
or Scudder Series. The investment objective of each of the subaccounts of the
Separate Account and that of the corresponding portfolio of Fortis Series,
Norwest Series, AIM Series, MFS Series or Scudder Series is the same.
 
Contract value in each of the subaccounts of the Separate Account will vary to
reflect the investment experience of each of the corresponding portfolios, as
well as deductions for certain charges.
 
Each portfolio has a separate and distinct investment objective. The portfolios
of Fortis Series are managed by Fortis Advisers, Inc. The portfolios of Norwest
Series are managed by Norwest Investment Management, a part of Norwest Bank
Minnesota, N.A. The portfolios of Scudder Series are managed by Scudder, Stevens
& Clark, Inc. The portfolios of MFS Series and AIM Series are managed by
Massachusetts Financial Services Company and A.I.M. Advisors, Inc.,
respectively.
 
For providing investment management services to these portfolios, the managers
receive fees from the applicable Series based on the average daily net assets of
the portfolios. The portfolios also bear most of their other expenses. Full
descriptions of the portfolios and their investment objectives, policies, and
risks can be found in the current prospectuses for each Series which accompany
this prospectus. Additional information on each Series is also available in the
Statement of Additional Information for each Series. These Statements of
Additional Information are available upon request 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 Value--Transfers."
 
TOTAL OR PARTIAL SURRENDERS
 
All or part of the contract value of a contract may be surrendered by you 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,
you 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
 
We deduct 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 we assume
and .15% per annum of the value of the average net assets in the Separate
Account to cover certain administrative expenses. See "Mortality and Expense
Risk Charge," and "Administrative Expense Charge" under the heading "Charges
Against the Separate Account."
 
                                       5
<PAGE>
In order to permit investment of the entire purchase payment, we do 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 us, either at the time purchase payments are made or when
contract value is applied to an annuity option. Where such taxes or assessments
are imposed by your state or other jurisdiction upon receipt of purchase
payments, we will deduct a charge for these amounts from the contract value upon
surrender, death of the Annuitant or contract owner, or annuitization of the
contract. In jurisdictions where such taxes or assessments are imposed at the
time of annuitization, we will deduct a charge for such amounts at that time.
 
ANNUITY PAYMENTS
 
The contract provides several types of annuity benefits to Annuitants or their
beneficiaries, including Fixed and Variable Annuity Options. The contract owner
has considerable flexibility in choosing the annuity commencement date. However,
the tax implications of an annuity commencement date must be carefully
considered, including the possibility of penalties for commencing benefits
either too soon or too late. See "Annuity Commencement Date," "Annuity Options"
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
 
You have a right to examine the contract. You can cancel the contract by
delivering or mailing it, together with a written request, to our 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 us on the date postmarked. We will return to you the contract value
without application of any sales, surrender, or administrative charges (except
that in those states that so require, you will receive the amount of your
purchase payments).
 
LIMITATIONS IMPOSED BY RETIREMENT PLANS
 
Certain rights a contract owner would otherwise have under a contract may be
limited by the terms of any employee benefit plan in connection with which the
contract is issued. These limitations may restrict such things as total and
partial surrenders, the amount or timing of purchase payments that may be made,
when annuity payments must start and the type of annuity options that may be
selected. Accordingly, you should familiarize yourself with these and all other
aspects of any retirement plan in connection with which a contract is issued.
 
TAX IMPLICATIONS
 
The tax implications for contract owners, Annuitants and beneficiaries, and
those of any related employee benefit plan can be quite important. A brief
discussion of some of these is set out under "Federal Tax Matters" in this
prospectus and "Taxation Under Certain Retirement Plans" in the Statement of
Additional Information, but such discussion is not comprehensive. Therefore, you
should consider these matters carefully and consult a qualified tax adviser
before making purchase payments or taking any other action in connection with a
contract or any related employee benefit plan. Failure to do so could result in
serious adverse tax consequences which might otherwise have been avoided.
 
QUESTIONS AND OTHER COMMUNICATIONS
 
Any question about procedures or the contract should be directed to your sales
representative, or Fortis Benefits' home office: P.O. Box 64272, St. Paul,
Minnesota 55164; 1-800-780-7743. For certain current information relating to
contract values such as subaccount unit values, interest rates in the fixed
account, and your contract value, call 1-800-780-7743. Purchase payments and
written requests should be mailed or delivered to the same home office address.
All communications should include the contract number, the contract owner's name
and, if different, the Annuitant's name. The number for telephone transfers is
1-800-780-7743.
 
Any purchase payment or other communication, except a 10-day cancellation
notice, is deemed received at Fortis Benefits' home office on the actual date of
receipt there in proper form unless received (1) after the close of regular
trading on the New York Stock Exchange, or (2) on a date that is not a Valuation
Date. In either of these two cases, the date of receipt will be deemed to be the
next Valuation Date.
 
                                       6
<PAGE>
FINANCIAL AND PERFORMANCE INFORMATION
 
The information presented below reflects the Accumulation Unit information for
subaccounts of the Separate Account through December 31, 1998. Accumulation
units have been rounded to the nearest whole unit.
<TABLE>
<CAPTION>
                                                                                                              NORWEST
                                                      FORTIS     FORTIS     FORTIS     NORWEST     NORWEST     SMALL     NORWEST
                                                      GROWTH     GLOBAL      MONEY    VALU-GROWTH  INCOME     COMPANY    INCOME
                                                       STOCK     GROWTH     MARKET      STOCK       FUND       STOCK     EQUITY
                                                     ---------  ---------  ---------  ----------  ---------  ---------  ---------
<S>                                                  <C>        <C>        <C>        <C>         <C>        <C>        <C>
December 31, 1998
  Accumulation Units in Force......................
  Accumulation Unit Values.........................
December 31, 1997
  Accumulation Units in Force......................    581,893    494,683    200,352   1,260,231    740,788    611,312  2,920,566
  Accumulation Unit Values.........................    $15.935    $15.702    $11.451     $17.193    $12.379    $16.153    $13.632
December 31, 1996
  Accumulation Units in Force......................    377,146    279,692    331,319     744,037    519,750    306,790    877,957
  Accumulation Unit Values.........................    $14.374    $14.907    $11.023     $14.104    $11.508    $14.893    $10.891
December 31, 1995
  Accumulation Units in Force......................    181,812     76,993     44,328     399,783    268,586     75,968
  Accumulation Unit Values.........................    $12.522    $12.694    $10.630     $11.900    $11.403    $11.478
May 1, 1995
  Accumulation Units Values........................     --         --         --          --         --        $10.000
December 31, 1994
  Accumulation Units in Force......................     53,402     26,014     22,318     138,880     69,444     --
  Accumulation Unit Value..........................     $9.946     $9.864    $10.196      $9.719     $9.876     --
 
<CAPTION>
                                                      SCUDDER
                                                      INTER-
                                                     NATIONAL
                                                      CLASS A
                                                     ---------
<S>                                                  <C>
December 31, 1998
  Accumulation Units in Force......................
  Accumulation Unit Values.........................
December 31, 1997
  Accumulation Units in Force......................    437,666
  Accumulation Unit Values.........................    $14.124
December 31, 1996
  Accumulation Units in Force......................    260,708
  Accumulation Unit Values.........................    $13.134
December 31, 1995
  Accumulation Units in Force......................    155,817
  Accumulation Unit Values.........................    $11.605
May 1, 1995
  Accumulation Units Values........................     --
December 31, 1994
  Accumulation Units in Force......................     92,377
  Accumulation Unit Value..........................    $10.591
</TABLE>
 
Audited financial statements of the available subaccounts of the Separate
Account are included in the Statement of Additional Information. Audited
financial statements of Fortis Benefits are included in the Statement of
Additional Information.
 
Advertising and other sales materials may include yield and total return figures
for the subaccounts of the Separate Account. Advertising and other sales
literature may simultaneously show performance for the underlying portfolios
that does not take into account Separate Account charges. These figures are
based on historical results and are not intended to indicate future performance.
"Yield" is the income generated by an investment in the subaccount over a period
of time specified in the advertisement. This rate of return is assumed to be
earned over a full year and is shown as a percentage of the investment. "Total
Return" is the total change in value of an investment in the subaccount over
period of time specified in the advertisement. The rate of return shown would
produce that change in value over the specified period, if compounded annually.
Yield figures do not reflect the surrender charge and yield and total return
figures do not reflect premium tax charges. This makes the performance shown
more favorable.
 
FORTIS BENEFITS AND THE SEPARATE ACCOUNT
 
FORTIS BENEFITS/FORTIS FINANCIAL GROUP MEMBER
 
Fortis Benefits Insurance Company is the issuer of the contracts. At the end of
1998, Fortis Benefits had approximately 99 billion of total life insurance in
force. Fortis Benefits is a Minnesota corporation founded in 1910. It 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 (NL)N.V. and 50% by Fortis (B). Fortis, Inc. manages the United States
operations for these two companies.
 
Fortis Benefits is a member of the Fortis Financial Group. This Group is a joint
effort by Fortis Benefits, Fortis Advisers, Inc., Fortis Investors, Inc. and
Fortis Insurance Company, Inc. to offer financial products through the
management, marketing and servicing of mutual funds, annuities and life
insurance and disability income products.
 
Fortis (NL)N.V. is a diversified financial services company headquartered in
Utrecht, The Netherlands, where its insurance operations began in 1847. Fortis
(B) is a diversified financial services company headquartered in Brussels,
Belgium, where its insurance operations began in 1824. Fortis (NL)N.V. and
Fortis (B) 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 $390 billion in assets at the end of 1998.
 
All of the guarantees and commitments under the contracts are general
obligations of Fortis Benefits, regardless of whether you have allocated the
contract value 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, is a segregated investment account of Fortis Benefits.
Fortis Benefits established Variable Account D under Minnesota insurance law as
of October 14, 1987. The assets allocated to the Separate Account are the
exclusive property of Fortis Benefits. The Separate Account is an integral part
of Fortis Benefits. However, 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.
 
                                       7
<PAGE>
All income, gains and losses, whether or not realized, from assets allocated to
the Separate Account are credited to or charged against the Separate Account
without regard to other income, gains or losses of Fortis Benefits. Assets in
the Separate Account representing reserves and liabilities under Fortis Benefits
variable contracts will not be chargeable with liabilities arising out of any
other business of Fortis Benefits. Fortis Benefits may accumulate in the
Separate Account proceeds from charges under variable annuity contracts and
other amounts in excess of the Separate Account assets representing reserves and
liabilities. Fortis Benefits may from time to time transfer to its general
account any of such excess amounts.
 
The Separate Account has subaccounts. The assets in each subaccount are invested
exclusively in a distinct class (or series) of stock issued by one of the
portfolios listed on page 1 of this prospectus. Income and both realized and
unrealized gains or losses from the assets of each subaccount of the Separate
Account are credited to or charged against that subaccount without regard to
income, gains or losses from any other subaccount of the Separate Account or
arising out of any other business we may conduct. We may add or eliminate new
subaccounts as new portfolios are added or eliminated.
 
THE SERIES FUNDS
 
You may choose from among a number of the different portfolios which are listed
on the cover of this prospectus. The portfolios are "series" type mutual funds
which are registered with the Securities and Exchange Commission as diversified,
open-end, management investment companies under the Investment Company Act of
1940. The available portfolios of these mutual funds have served as the
investment media for the corresponding subaccounts of the Separate Account since
each subaccount began operations. Each portfolio is, or may be, an investment
medium for these:
 
    - contracts,
 
    - variable life insurance policies, or
 
    - other variable annuity contracts
 
Such contracts and policies may be issued by Fortis Benefits or by other
insurance companies. These other insurance companies may or may not be
affiliated with Fortis Benefits.
 
We do not foresee any conflict between your interests and the interests of these
other contract and policy owners. The boards of directors or boards of trustees
of the available portfolios have undertaken to monitor for any material,
irreconcilable conflicts that may develop between your interests and the
interests of other variable annuity contract owners and variable life insurance
policy owners. These respective boards of directors or boards of trustees will
determine what action, if any, should be taken in response to such material,
irreconcilable conflicts. If it becomes necessary for any separate account to
replace shares of any portfolio with another investment, that portfolio may have
to liquidate securities on a disadvantageous basis.
 
Fortis Benefits purchases and redeems portfolio shares for the Separate Account
at their net asset values without the any sales or redemption charges. These
shares are interests in the portfolios that are used in connection with the
contracts. Shares in these portfolios are acquired for investment by the
subaccounts of the Separate Account which are available under the contracts.
Each portfolio corresponds to one of those subaccounts of the Separate Account.
The assets of each portfolio are managed separately from the assets of other
portfolios. In addition, each portfolio operates as a separate investment
portfolio whose investment performance has no effect on the investment
performance of any other portfolio
 
We automatically reinvest dividends or capital gain distributions attributable
to contracts in shares of the portfolio from which they are received at that
portfolio's net asset value on the date paid. These 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 of these dividends and distributions.
 
The portfolios available for investment are listed on the cover page of this
prospectus.
 
A full description of the portfolios which are available under the contracts,
their investment policies and restrictions, their charges, the risks attendant
to investing in them, and other aspects of their operations is contained in
their prospectuses accompanying this prospectus and in their Statement of
Additional Information. 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
 
We reserve the right to reject any application for a contract or any purchase
payment for any reason. If we accept your issuing instructions in the form
received, we will credit the initial purchase payment within two Valuation Dates
after the later of (1) receipt of the issuing instructions or (2) receipt of the
initial purchase payment at our home office. If we cannot apply the initial
purchase payment within five Valuation Dates after receipt because the issuing
instructions are incomplete, we will return the initial purchase payment unless
you consent to our retaining the initial purchase payment and applying it as of
the end of the Valuation Period in which the necessary requirements are
fulfilled. The initial purchase payment must be at least $5,000 ($2,000 for a
Qualified Contract).
 
The date that we apply the initial purchase payment to the purchase of the
contract is the contract date. The contract date is the date used to determine
contract years, regardless of when we deliver the contract. Our 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 an incomplete application.
 
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.
You must transmit purchase payments (together with any required information
identifying the proper contracts and accounts to be credited with purchase
payments) to our home office. We will apply additional purchase payments to the
contract, and add to the contract value as of the end of the Valuation Period in
which we receive the payments.
 
Each additional purchase payment must be at least $1,000, except that if
payments are being made on a systematic basis, each payment must
 
                                       8
<PAGE>
be at least $50. The total of all purchase payments for all contracts having the
same owner or annuitant may not exceed $1,000,000 (not more than $500,000
allocated to the fixed account) without our prior approval. We reserve the right
to modify this limitation at any time. For contracts issued in the states of
Oregon and Washington only a single purchase payment may be made and no further
purchase payments can be accepted.
 
You may make purchase payments in excess of the initial minimum by monthly draft
against a bank account if you have completed and returned to us a special
authorization form. You may get the form from your sales representative or from
our home office. We can also arrange for you to make 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 any contract with a contract value of less than $500. (Under our
current administrative procedures, however, we will not cancel a contract during
the first contract year.) We will provide the contract owner with 90 days'
written notice so that additional purchase payments may be made in order to
raise the contract value above the applicable minimum. Otherwise, we may cancel
the contract as of the end of the Valuation Period which includes the next
anniversary of the contract date. We will consider this a surrender of the
contract and impose the same charges we would impose upon a surrender. See
"Total and Partial Surrenders." So long as the contract value remains above
$500, no additional purchase payments under a contract are ever required.
 
CONTRACT VALUE
 
Contract value is the total of any Separate Account value in all the subaccounts
of the Separate Account plus any fixed account value. For a discussion of how
fixed account value is calculated, see "The Fixed Account."
 
The contract guarantees no 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. You bear the
entire investment risk for the contract value that you allocate to the Separate
Account.
 
DETERMINATION OF SEPARATE ACCOUNT VALUE. A contract's Separate Account value is
based on Accumulation Unit values, that we 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. 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 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. The net investment factor for a subaccount is determined
by dividing (1) the net asset value per share of the portfolio shares held by
the subaccount, determined at the end of the current Valuation Period, plus the
per share amount of any dividend or capital gains distribution made with respect
to the portfolio shares held by the subaccount during the current Valuation
Period, minus a per share charge for the increase, plus a per share credit for
the decrease, in any income taxes assessed which we determine to have resulted
from the investment operations of the subaccount or any other taxes which are
attributable to the contract, by (2) the net asset value per share of the
portfolio shares held in the subaccount as determined at the end of the previous
Valuation Period, and subtracting from that result a factor representing the
mortality risk, expense risk and administrative expense charge.
 
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.
 
ALLOCATION OF PURCHASE PAYMENTS AND CONTRACT VALUE
 
ALLOCATION OF PURCHASE PAYMENTS. In your application for a contract, you may
allocate purchase payments, or portions of payments, to the:
 
    - available subaccounts of the Separate Account, or
 
    - to the fixed account, or
 
    - to both
 
Percentages must be in whole numbers and the total allocation must equal 100%.
The percentage allocations for future 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 purchase payments will be effective
on the date we receive your written request.
 
TRANSFERS. You may transfer contract value:
 
    - from one available subaccount to another, or
 
    - into the fixed account.
 
                                       9
<PAGE>
You may request transfers by either (1) a written request sent to our home
office, or by (2) a telephone transfer as described below. Currently, we do not
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 permit a continuing request for
transfers automatically and on a periodic basis. However, we reserve the right
to restrict the frequency of transfers or to otherwise condition, terminate, or
impose charges (not to exceed $25 per transfer) upon transfers out of a
subaccount during the Accumulation Period. Currently, our only 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. We restrict
transfers of contract value FROM the fixed account 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.
 
Certain restrictions on very substantial investments in any one subaccount are
set forth under "Limitation on Allocations" in the Statement of Additional
Information.
 
TOTAL AND PARTIAL SURRENDERS
 
TOTAL SURRENDERS. You may surrender all of the cash surrender value at any time
during the life of the Annuitant and prior to the annuity commencement date. You
must request total surrender 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 we
      receive the written request for the total surrender at our home office,
      less
 
    - any applicable surrender charge, and less
 
    - any applicable administrative charge, and less
 
    - any applicable premium tax charge
 
For a discussion of these charges and the circumstances under which they apply,
see "Annual Administrative Charge," "Surrender Charge," and "Premium Taxes".
 
We must receive written consent of all collateral assignees and irrevocable
beneficiaries prior to any total surrender. We will generally pay surrenders
from the Separate Account within seven days of the date of receipt by our home
office of the written request. However, we may postpone payments in certain
circumstances. See "Postponement of Payments"
 
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 we pay upon total surrender of the cash surrender
value (taking into account any prior partial surrenders) may be more or less
than the total purchase payments you 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 during the life of the Annuitant and prior to
the commencement date, you may surrender a portion of the fixed account and/or
the Separate Account. You must request partial surrender by a written request to
Fortis Benefits' home office. The minimum partial surrender amount is $500,
including any surrender charge. We will surrender the entire cash surrender
value under the contract if the total contract value in both the Separate
Account and fixed account would be less than $500 after the partial surrender.
However, under our current administrative procedures, we will honor a surrender
request during the first two contract years without regard to the remaining
contract value.
 
You should specify the subaccounts of the Separate Account or the fixed account
that you wish to partially surrender. If you do not specify, we take the partial
surrender from the subaccounts and the fixed account on a pro rata basis.
 
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. We will reduce the
partial surrender by the amount of any applicable surrender charge. The partial
surrender will be effective at the end of the Valuation Period in which we
receive the written request for partial surrender at our home office. Payments
will generally be made within seven days of the effective date of such request,
although certain delays are permitted. See "Postponement of Payments."
 
The Internal Revenue Code provides that a penalty tax will be imposed on certain
premature surrenders. For a discussion of this and other tax implications of
total and partial surrenders, including withholding requirements, see "Federal
Tax Matters." Also, under tax deferred annuity contracts pursuant to Section
403(b) of the Internal Revenue Code, no distributions of voluntary salary
reduction amounts will be permitted prior to one of the following events:
attainment of age 59 1/2 by the employee or the employee's separation from
service, death, disability or hardship. (Hardship distributions will be limited
to the lesser of the amount of the hardship or the amount of salary reduction
contributions, exclusive of earnings thereon.) This restriction does not apply
to amounts transferred to another investment alternative permitted under a
Section 403(b) retirement arrangement or to amounts attributable to premium
payments received prior to January 1, 1989.
 
TELEPHONE TRANSACTIONS
 
You or your representative may make certain requests under the contract by
telephone if we have a written telephone authorization on file. These include
requests for (1) transfers, (2) withdrawals, and (3) changes in purchase payment
allocation instructions, dollar-cost averaging, portfolio rebalancing programs
and systematic withdrawals. Our home office will employ reasonable procedures to
confirm that instructions communicated by telephone are genuine. These
procedures may include, among others, (1) requiring some form of personal
identification such as your address and social security number prior to acting
upon instructions received by telephone, (2) providing written confirmation of
such transactions, and/or (3) tape recording of telephone instructions. Your
request for telephone transactions authorizes us to record telephone calls. We
may be liable for any losses due
 
                                       10
<PAGE>
to unauthorized or fraudulent instructions if we do not employ reasonable
procedures. If we do employ reasonable procedures, we will not be liable for any
losses due to unauthorized or fraudulent instructions. We reserve the right to
place limits, including dollar limits, on telephone transactions.
 
BENEFIT PAYABLE ON DEATH OF ANNUITANT OR CONTRACT OWNER
 
If the owner or Annuitant dies prior to the annuity commencement date, we will
pay a death benefit to the beneficiary. If more than one Annuitant has been
named, we will pay the death benefit payable upon the death of an Annuitant only
upon the death of the last survivor of the persons so named.
 
If the contract is issued on or after May 1, 1998 and in a state that has
approved the Enhanced Death Benefit Rider (check with your representative as to
its availability in your state), the death benefit will be equal to the greatest
of (1), (2), (3), (4), or (5) as follows:
 
(1)  the sum of all purchase payments made, less all prior surrenders (other
     than any automatic surrenders made to pay the annual administrative charge)
     and previously-imposed surrender charges,
 
(2)  the contract value as of the date used for valuing the death benefit, or
 
(3)  the contract value (less the amount of any subsequent surrenders and
     surrender charges) as of the contract's Five Year Anniversary immediately
     preceding the earlier of (a) the date of death of either the contract owner
     or the Annuitant, or (b) the date either first reaches his or her 75th
     birthday. (See Appendix A for sample death benefit calculations.)
 
(4)  The highest Anniversary Value of each of the contract's anniversaries prior
     to the earlier of (1) the decedent's death, or (2) the date either the
     owner or the Annuitant first reaches his or her 75th birthday.
 
    An Anniversary Value is equal to:
 
(a)    the contract value on the anniversary, plus
 
(b)    any purchase payments made since the anniversary, reduced
       by
 
(c)    pro rata adjustments for any withdrawals made since the
       anniversary.
 
(5)  If the decedent dies prior to the date either the contract owner or
     Annuitant first reaches his or her 75th birthday, the amount of the death
     benefit is the lesser of (a) and (b), as follows:
 
(a)    the sum of:
 
       (i) the accumulation (without interest) of purchase payments reduced by
           pro rata adjustments for any withdrawals; plus
 
      (ii) an amount equal to interest on such net accumulation value, as it is
           adjusted for each applicable purchase payment and pro rata
           adjustment, at an effective annual rate of 5.0% (4.0% in the state of
           Washington); or
 
(b)    200% of (a)(i).
 
    The resulting amount (the lesser of (a) and (b)) will be referred to as the
    "Roll-Up Amount."
 
    If the decedent dies on or after the date either the contract owner or
    Annuitant first reaches his or her 75th birthday, the amount of the death
    benefit is equal to:
 
(a)    The "Roll-Up Amount" as of the date either the contract
       owner or Annuitant first reaches his or her 75th birthday; plus
 
(b)    the accumulation (without interest) of purchase payments
       made on or after the date either the contract owner or Annuitant first
       reaches his or her 75th birthday; reduced by
 
(c)    pro rata adjustments for any withdrawals made on or after
       the date either the contract owner or Annuitant first reaches his or her
       75th birthday.
 
    We describe the pro rata adjustments referred to above more fully in
    Appendix C at the end of this prospectus.
 
See also Appendix A for sample death benefit calculations.
 
If the contract is issued prior to May 1, 1998, or on or after that date in a
state that has not approved the Enhanced Death Benefit Rider, the death benefit
will be the greatest of (1), (2), or (3) above.
 
The death benefit may be reduced by premium taxes where such taxes were imposed
upon receipt of purchase payments and were paid by us in behalf of the contract
owner. For further information, see "Charges and Deductions--Premium Taxes."
 
The value of the death benefit is determined as of the end of the Valuation
Period in which we receive, at our home office, proof of death and the written
request as to the manner of payment. Upon receipt of these items, the death
benefit generally will be paid within seven days. Under certain circumstances,
payment of the death benefit may be postponed. See "Postponement of Payments."
If we do not receive a written request for a settlement method, we will pay the
death benefit in a single sum, based on values determined at that time.
 
The beneficiary may (1) receive a single sum payment, which terminates the
contract, or (2) 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: (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.
 
The Internal Revenue Code requires that a Non-Qualified Contract contain certain
provisions about an owner's death. We discuss these provisions below under
"Federal Tax Matters--Required Distributions
 
                                       11
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for Non-Qualified Contracts." It is imperative that written notice of the death
of the contract owner be promptly transmitted to us at our home office, so that
we can make arrangements 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 with
possible adverse tax consequences.
 
CONTRACT LOANS (SECTION 403(B) QUALIFIED CONTRACTS ONLY)
 
During the Accumulation Period, you may request a loan from the contract value.
If the loan meets the amount and repayment requirements described below, we will
not report the loan to the Internal Revenue Service as a taxable distribution.
We will provide you with forms which you must use if you wish to apply for a
loan. You can obtain these forms from our home office.
 
Any loan will be secured by a security interest in the contract. We will hold an
amount equal to the loan in the fixed account, where we will credit it with a
fixed account interest rate equal to the contract guaranteed rate until the loan
is repaid. If necessary, we will transfer this amount from the subaccounts to
the fixed account. In this case, unless you select specific subaccounts, we will
transfer the amount proportionately from existing subaccount balances. The loan
and any related transfers will be effective at the end of the Valuation Period
in which we receive at our home office all necessary documentation in connection
with the loan request. We will forward loan proceeds to you within seven days
after we receive your request.
 
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. We do not expect that the revenues from these fees will exceed our
costs in establishing and administering your contract loan.
 
We allow you only one outstanding loan at a time. On the date of the loan, the
loan may not exceed the LESSER of:
 
(1)  50% of the contract value, or
 
(2)  $50,000 reduced by the highest outstanding loan balance of the
     previous 12 months.
 
Certain plans impose additional loan limitations. If your plan is part of:
 
    - a governmental employer plan,
 
    - a church plan, or
 
    - a Section 403(b) salary reduction contribution plan (that satisfies the
      diversification requirements of the Employee Retirement Income Securities
      Act of 1974),
 
then you are subject to additional loan limitations. Under these plans, if a
loan is equal to 50% of the contract value AND is an amount less than $10,000,
then the loan is subject to distinct limitations. Specifically, the loan may not
exceed the LESSER of:
 
(1)  $10,000, or
 
(2)  the contract value less one year's interest on the loan.
 
In addition, if you are a member of one of these plans, AND you are also a
member of additional plans offered by your employer, then the Internal Revenue
Service may limit the amount of any loans you may take out under additional
plans. In these cases, loan amounts may again be limited to the LESSER of:
 
(1)  $10,000, or
 
(2)  the contract value less one year's interest on the loan.
 
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
specifying 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 this date.
 
For variable rate loans, the loan interest rate is reset every August 1st. The
rate is equal to the greater of (1) the published monthly average of Moody's
Corporate Bond Yield Average--Monthly Average Corporates for the preceding
April, or (2) 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 (1) the
published monthly average of Moody's Corporate Bond Yield Average-Monthly
Average Corporates for the preceding April, or (2) the minimum guaranteed fixed
account interest rate specified on the contract.
 
Principal and interest must be repaid within five years of the loan date.
However, if a loan is taken to purchase the Annuitant's principal residence, a
longer repayment period applies. In this case, the loan must be repaid within 1
to 30 years of the loan date. Regardless of the loan purpose, interest paid on
Qualified Loans subject to Section 403(b) is defined by the Internal Revenue
Code as "personal interest".
 
The loan must be repaid in quarterly installments of principal and interest and
may be prepaid at any time. At least 30 days prior to the first installment due
date, we will provide you with a repayment schedule. The schedule will list the
installment due dates and the installment amounts.
 
You must make loan payments in a timely manner. If you fail to make loan
payments when due, we will place the loan in default, and the entire outstanding
loan balance will be due. Unpaid accrued interest will be added to the loan
balance. Interest will continue to 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 the Internal Revenue Code.
 
If loan payments are not made when due, the entire loan balance may become
immediately taxable. In this case, premature distribution taxes as well as
ordinary income taxes may be due. Interest accruing on a loan in default may be
taxable each year that the loan remains unpaid.
 
                                       12
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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. In addition, if a contract has been
acquired in connection with a retirement plan, contract loans are also subject
to the terms of the plan. 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
 
You may specify an annuity commencement date in your application. The annuity
commencement date marks the beginning of the period during which an Annuitant
receives annuity payments under the contract. The annuity commencement date must
be at least two years after the contract date.
 
The Internal Revenue Code may impose penalty taxes on amounts distributed either
too soon or too late depending on the type of retirement arrangement involved.
See "Federal Tax Matters." You should consider this carefully in selecting or
changing an annuity commencement date.
 
You must submit a written request to us in order to advance or defer the annuity
commencement date. You must submit a written request during the Annuitant's
lifetime. We must receive the request 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 we receive the written request. You have no
right to make any total or partial surrender during the Annuity Period.
 
COMMENCEMENT OF ANNUITY PAYMENTS
 
We may pay the entire contract value, rather than apply the amount to an annuity
option if the contract value at the end of the Valuation Period that contains
the annuity commencement date is less than $5,000. We would make the payment in
a single sum to the Annuitant or other properly designated payee and cancel the
contract. We would not impose any charge other than the premium tax charge.
 
Otherwise, we 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 you have notified us
by written request to apply the fixed account value and Separate Account value
in different proportions. We must receive written request at our home office at
least 30 days before the annuity commencement date.
 
We will make annuity payments under a Fixed or Variable Annuity Option on a
monthly basis to the Annuitant or other properly-designated payee, unless we
agree to a different payment schedule. If you name more than one person as an
Annuitant, you 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.
 
The amount of each annuity payment will depend on (1) the amount of contract
value applied to an annuity option, (2) the form of annuity selected and (3) the
age of the Annuitant. For information concerning the relationship between the
Annuitant's sex and the amount of annuity payments, including special
requirements in connection with employee benefit plans, see "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 option
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
 
The amount of an annuity payment depends on the average effective net investment
return of a subaccount during the period since the preceding payment as follows:
 
    - if the return is HIGHER than 4% annually, the Annuity Unit value will
      INCREASE and the second payment will be HIGHER than the first; and
 
    - if the return is LOWER than 4% annually, 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, after deduction of the mortality and expense risk and
administrative expense charges, which are assessed at an annual rate of 1.40%.
 
We guarantee that the amount of each variable annuity payment after the first
payment will not be affected by variations in our mortality
 
                                       13
<PAGE>
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. A 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 we describe above under
"Allocation of Purchase Payments and Contract Value--Transfers." We do not
permit transfers out of the fixed account during the Annuity Period.
 
ANNUITY OPTIONS
 
You may select an annuity option or change a previous selection by written
request. We must receive your request at least 30 days before the annuity
commencement date. You may select one annuity form, although payments under that
form may be on a combination fixed and variable basis. If no annuity form
selection is in effect on the annuity commencement date, we usually
automatically apply Option B (described below), with payments guaranteed for ten
years. However, federal pension law may require that we make default payments
under certain retirement plans 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.
 
Your contract offers the following options for fixed and variable annuity
payments. Under each of the options, we make payments as of the first Valuation
Date of each monthly period, starting with the Annuity Commencement Date.
 
OPTION A, LIFE ANNUITY. We make no payments after the annuitant dies. It is
possible for the annuitant 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. We
continue payments as long as the annuitant lives. If the annuitant dies before
we have made all of the guaranteed payments, we continue installments of the
guaranteed payments to the beneficiary.
 
OPTION C, JOINT AND FULL SURVIVOR ANNUITY. We continue payments as long as
either the annuitant or the joint annuitant is alive. We stop payments when both
the annuitant and the joint annuitant have died. It is possible for the payee or
payees to receive only one payment under this option if both annuitants die
before the second payment is due.
 
We also have other annuity options available. You can get information about them
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 us, 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
 
PREMIUM TAXES
 
We deduct state premium taxes as follows:
 
    - when imposed on purchase payments, we pay the amount on your behalf and
      deduct the amount from your contract value upon (1) our payment of
      surrender proceeds or death benefit or (2) annuitization of a contract; or
 
    - when imposed at the time annuity payments begin, we deduct the amount from
      your contract value at that time
 
Applicable premium tax rates depend upon your place of residence. Currently,
premium taxes and similar assessments range from 0% to 3.5% of purchase payments
or the amount annuitized. Rates can change by legislation, administrative
interpretations, or judicial acts.
 
ANNUAL ADMINISTRATIVE CHARGE
 
A $30 annual administrative charge is deducted from the contract value on each
anniversary of the contract date. Some states require a lower administration
charge. Therefore, your annual administrative charge may be lower. This charge
helps to cover administrative costs incurred in:
 
    - issuing contracts,
 
    - establishing and maintaining 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.
 
We will initially waive this charge during the Annuity Period, although we
reserve the right to reinstitute it at any time. In addition, we will waive this
charge during the Accumulation Period if the contract value is $25,000 or more
at the end of the contract year. We will also waive this charge upon total
surrender.
 
We will deduct the annual administrative charge by redeeming Accumulation Units
from each subaccount of the Separate Account and by redeeming Accumulation Units
from the fixed account. Contract value is the total value of the Separate
Account and the fixed account. We will redeem Accumulation Units in proportion
to the allocation of contract value among both:
 
    - the subaccounts of the Separate Account, and
 
    - the fixed account
 
If you totally surrender the contract and the contract value is less than
$25,000, we will deduct the full annual administration charge at the time of
surrender.
 
                                       14
<PAGE>
CHARGES AGAINST THE SEPARATE ACCOUNT
 
We will assess certain charges against the Separate Account. These charges will
be assessed as a percentage of the net assets of the Separate Account. These
charges compensate us for contract risks and for administrative expenses.
 
MORTALITY AND EXPENSE RISK CHARGE. We assess each subaccount of the Separate
Account with a daily charge for mortality and expense risk. This charge is a
nominal annual rate of 1.25% of the average daily net assets of the Separate
Account. It consists of approximately .8% for mortality risk and approximately
 .45% for expense risk. We guarantee not to increase this charge for the duration
of the contract. We assess this charge daily when we determine the value of an
Accumulation Unit. This charge is assessed during both the Accumulation Period
and the Annuity Period.
 
The mortality risk we bear arises from our 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 assures that neither an
Annuitant's own longevity, nor an improvement in life expectancy generally, will
have an adverse effect on the annuity payments the Annuitant will receive under
the contract. This relieves the Annuitant from the risk that he or she will
outlive the funds accumulated for retirement.
 
In addition, we bear a mortality risk in that we guarantee 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. We do not impose a surrender charge upon payment of a death
benefit. This places a further mortality risk on us.
 
The expense risk we assume is that actual expenses incurred in connection with
issuing and administering the contracts will exceed the limits on administrative
charges set in the contracts.
 
We bear the loss if the administrative charges and the mortality and expense
risk charge are insufficient to cover the expenses and costs assumed.
Conversely, we profit if the amount deducted proves more than sufficient.
 
ADMINISTRATIVE EXPENSE CHARGE. We assess each subaccount of the Separate Account
with a daily charge at a nominal annual rate of .15% of the average daily net
assets of the subaccount. We assess this charge during both the Accumulation
Period and the Annuity Period. The daily administrative expense charge helps
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 incurred. There is no
necessary relationship between the amount of administrative charges assessed on
a given contract and the amount of expenses actually incurred for that contract.
 
TAX CHARGE. We currently impose no charge for taxes payable by us in connection
with this contract, other than for applicable premium taxes. We reserve the
right to impose a charge for any other taxes that may become payable by us in
the future for the contracts or the Separate Account.
 
The annual administrative charge and charges against the Separate Account
described above are for the purposes described. We may receive a profit as a
result of these charges.
 
SURRENDER CHARGE
 
We do not deduct a sales charge from purchase payments. We deduct surrender
charges on certain total or partial surrenders. We use the revenue from
surrender charges to partially pay our expenses in the sale of the contracts,
including (1) commissions (2) promotional, distribution, and marketing expenses,
and (3) costs of printing and distribution of prospectuses and sales material.
 
FREE SURRENDERS. You can withdraw the following amounts from the contract
without a surrender charge:
 
    - Any purchase payments that we received more than five years before the
      surrender date and that you have not previously surrendered;
 
    - Any contract earnings that you have not previously surrendered;
 
    - In any contract year, up to 10% of the purchase payments that we received
      less than five years before the surrender date (whether or not you have
      previously surrendered purchase payments).
 
Earnings are deemed to be withdrawn first. After all earnings have been
withdrawn, all purchase payments not subject to a surrender charge are deemed to
be withdrawn. After all purchase payments not subject to a surrender charge have
been withdrawn, all purchase payments subject to a surrender charge are deemed
to be withdrawn.
 
We do not impose a surrender charge on (1) annuitization or (2) payment of a
single sum because the contract value is less than the minimum required to
provide an annuity on the annuity commencement date or (3) payment of any death
benefit.
 
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 if
the amount then subject to the surrender charge is less than 25% of the contract
value. We have offered these contracts since 1994. Therefore, we have made no
waivers. 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. We only apply surrender charges 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 we received less
than five years before 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
 
                                       15
<PAGE>
insufficient, we will pay such costs from our general account assets. Those
assets will include any profit that we derive from the mortality and expense
risk charge.
 
NURSING CARE/HOSPITALIZATION WAIVER OF SURRENDER CHARGES. We deduct no surrender
charges for a total or partial withdrawal:
 
    - 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
 
    - 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 the spouse is the Annuitant. We will not waive surrender charges when a
confinement is due to (1) substance abuse, (2) mental or personality disorders
without a demonstrable organic disease. We consider a degenerative brain disease
such as Alzheimer's Disease an organic disease.
 
MISCELLANEOUS
 
The Separate Account invests in shares of the portfolios. Therefore, the net
assets of the Separate Account will reflect the investment advisory fees and
certain other expenses incurred by the portfolios and described in their
prospectuses. The expenses of these portfolios are not fixed and are not
specified under the terms of the contracts.
 
REDUCTION OF CHARGES
 
We may reduce or waive our annual administrative charge when we sell a contract
to an individual or to a group in a manner that results in savings or in
reduction of administrative expense. We will not reduce or eliminate the annual
administrative charge where such reduction or elimination would be unfairly
discriminatory to any person.
 
FIXED ACCOUNT
 
You may allocate purchase payments and transfer contract value to the fixed
account. In this case, purchase payments and transfers of contract value are
held in our general account.
 
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. 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 federal securities law 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 our 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 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 annual rate of 4%. 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 vary. This
will depend on when the amount was originally allocated to the fixed account.
Once credited, excess interest will be guaranteed and will added to the contract
value in the fixed account (from which deductions for fees and charges may be
made).
 
Charges under the contract are the same as those applied to the Separate
Account. However, the 1.35% annual charge for mortality and expense risk and for
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:
 
    - 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
 
With respect to total and partial surrenders, amounts in the fixed account are
generally subject to the same rights and limitations as amounts allocated to the
subaccounts of the Separate Account. Therefore, with respect to total and
partial surrenders, amounts in the fixed account are also subject to the same
charges as amounts allocated to the subaccounts of the Separate Account. See
"Total and Partial Surrenders."
 
Transfers out of the fixed account have special limitations. Prior to the
annuity commencement date, you may transfer part or all of the contract value
from the fixed account to the Separate Account, provided that (1) no more than
one 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
 
                                       16
<PAGE>
transferred) and (3) at least $500 is transferred at any one time (or, if less,
the entire amount in the fixed account). However, we may permit a continuing
request for transfer of lesser specified amounts automatically on a periodic
basis. We reserve the right to discontinue or modify any such arrangements at
our discretion.
 
Currently, we impose a $500,000 limit on amounts allocated to the fixed account
which have the SAME OWNER OR ANNUITANT. Therefore, unless we give prior
approval, you may not allocate purchase payments, or transfers, to the fixed
account if the total amount allocated would then exceed our $500,000 limit. We
reserve the right to modify this provision at any time.
 
No transfers from the fixed account may be made after the annuity commencement
date.
 
GENERAL PROVISIONS
 
THE CONTRACT
 
The entire contract includes any application, amendment, rider, endorsement and
revised contract pages. Only the President, Secretary and Registrar of Fortis
Benefits can agree to change or waive any provision 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 us at our home office.
 
However, we 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 as follows: (1) 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, (2) for any period during
which any emergency exists as a result of which it is not reasonably practicable
for us to determine the investment experience for the contract, or (3) for such
other periods as the Securities and Exchange Commission may by order permit for
the protection of investors.
 
Additionally, we may 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. We 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 Annuitant's age or sex was misstated, we pay the amount that the purchase
payments paid would have purchased at the correct age and sex. If we make any
overpayment because of incorrect information about age or sex, or any other
miscalculation, we deduct the overpayment from the next payment due. We add
underpayments to the next payment. We will credit or charge the amount of any
adjustment with interest at the rate of 4% annually.
 
ASSIGNMENT AND OWNERSHIP RIGHTS
 
Owners and payees may assign their rights and interests under a Qualified
Contract 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 do not take responsibility for the validity of any assignment. Owners and
payees must make a change in ownership rights in writing and send it to our home
office. The change will be effective on the date made, although we are not bound
by a change until the date we record it.
 
The rights under a contract are subject to any assignment of record at our home
office. An assignment or pledge of a contract may have adverse tax consequences.
See below under "Federal Tax Matters."
 
BENEFICIARY
 
You may name or change a beneficiary or a contingent beneficiary BEFORE the
Annuity Commencement Date AND while the Annuitant is living. You must send a
written request of the change to Fortis Benefits. Certain retirement programs
may require spousal consent to name or change a beneficiary. Applicable tax laws
and regulations may limit the right to name a beneficiary other than the spouse.
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 payment 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.
 
Upon the death of a contract owner or Annuitant prior to the annuity
commencement date, the beneficiary will be deemed as follows:
 
    - If there is any surviving contract owner the surviving contract owners
      will be the beneficiary (this overrides any other beneficiary
      designation).
 
    - If there is no surviving contract owner, the beneficiary will be the
      beneficiary designated by the contract owner.
 
    - If there is no surviving contract owner and no surviving beneficiary who
      has been designated by the contract owner, 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
report required by applicable law or regulation. You should therefore give us
prompt written notice of any address change. Each contract owner will also be
sent an annual and a semi-annual report for the portfolios and a list of the
securities held in each portfolio. All reports will be mailed to the person
receiving payments during the Annuity Period, rather than to the contract owner.
 
                                       17
<PAGE>
RIGHTS RESERVED BY FORTIS BENEFITS
 
We reserve the right to make certain changes if, in our judgement, they would
best serve the interests of contract owners and Annuitants or would be
appropriate in carrying out the purposes of the contract. We will make any
change only as permitted by applicable laws. We will obtain your approval of the
changes and approval from any appropriate regulatory authority, if required by
law. Examples of the changes we may make include:
 
    - To operate the Separate Account in any form permitted under the Investment
      Company Act of 1940 or in any other form permitted by law.
 
    - To transfer any assets in any subaccount to another subaccount, or to one
      or more separate accounts, or to the fixed account; or to add, combine or
      remove subaccounts in the Separate Account.
 
    - To substitute, for the portfolios shares held in any subaccount, the
      shares of another portfolio of Fortis Series, Norwest Series, Scudder
      Series, or the shares of another investment company or any other
      investment permitted by law.
 
    - To make any changes required by the Internal Revenue Code or by any other
      applicable law in order to continue treatment of the contract as an
      annuity.
 
    - To change the time or times of day at which a Valuation Date is deemed to
      have ended.
 
    - To make any other necessary technical changes in the contract in order to
      conform with any action the above provisions permit us to take, including
      to change the way we assess charges, but without increasing, as to any
      then outstanding contract, the aggregate amount of the types of charges
      that we have guaranteed.
 
DISTRIBUTION
 
Fortis Investors, Inc. ("Fortis Investors") is the principal underwriter of the
contracts. The contracts will be sold by individuals who are licensed by state
insurance authorities to sell the contracts of Fortis Benefits, and (1) are
registered representatives of Fortis Investors, or (2) are registered
representatives of Norwest Investment Services, Inc., or (3) are registered
representatives of other broker-dealer firms, or (4) are representatives of
other firms that are exempt from broker-dealer regulation as agreed to by Forum
Financial Services, Inc. and Fortis Investors. Fortis Investors, Norwest
Investment Services, Inc., and any other broker-dealer firms are (1) registered
with the Securities and Exchange Commission under the Securities Exchange Act of
1934 as broker-dealers and (2) members of the National Association of Securities
Dealers, Inc.
 
As compensation for distributing the contracts, Fortis Investors pays an
allowance to other broker-dealer firms or exempt firms who sell the contracts.
Fortis Investors does not expect this allowance to exceed 7.0% of purchase
payments.
 
Fortis Investors may, under certain flexible compensation arrangements, pay
lesser selling allowances and service fees to its registered representatives and
other broker-dealer firms. However, in these cases, such flexible compensation
arrangements will have actuarially present values that are not in excess of the
amounts of the selling allowances set forth above. Additionally, registered
representatives, broker-dealer firms and exempt firms qualify for additional
compensation based upon meeting certain production standards. Fortis Investors
may "chargeback" commissions paid to others if the contract upon which the
commission was paid is surrendered or canceled within certain specified time
periods.
 
Fortis Benefits or Fortis Investors may also provide additional compensation to
broker-dealers in connection with sales of contracts. Compensation may include
financial assistance to broker-dealers in connection with (1) conferences, (2)
sales or training programs for their employees, (3) seminars for the public, (4)
advertising, (5) sales campaigns regarding contracts, and (6) other
broker-dealer sponsored programs or events. Compensation may also include trips
taken by invited sales representatives and their family members to locations
within or without the United States for business meetings or seminars. Fortis
Benefits or Fortis Investors may pay travel expenses that arise from these
trips.
 
Fortis Investors is an indirect subsidiary of Fortis (NL)N.V. and Fortis (B).
Fortis Investors is 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. These rules are based on laws, regulations and
interpretations that are subject to change at any time. This summary is not
comprehensive. We do not intend it 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 (the "Code") governs the taxation of
annuities in general. Neither you nor any other person may exclude or deduct
purchase payments under Non-Qualified Contracts from gross income. However, you
are not currently taxed, until receipt, on any increase in the accumulated value
of a Non-Qualified Contract that results from (1) the investment performance of
the Separate Account or (2) interest credited to the fixed account. Contract
owners who are not natural persons ARE taxed annually for any increase in the
contract value subject to certain exceptions. 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 you assign or pledge any part of the contract value, you pay on the
value so pledged or assigned to the same extent as a partial withdrawal.
 
                                       18
<PAGE>
With respect to annuity payment options, 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, "investment in the contract" is the aggregate amount
of purchase payments made. After recovery of the "investment in the contract",
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 the amount of
the payment less the nontaxable portion. The nontaxable portion of each payment
is the "investment in the contract" divided 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 that 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 we or our affiliates
issue to you within the same calendar year will be treated as if they were a
single contract.
 
You, or any other payee, will pay a 10% penalty on the taxable portion of a
"premature distribution." Generally, an amount is a "premature distribution"
UNLESS the distribution is:
 
    - made on or after you or another payee reach age 59 1/2, or is
 
    - made to a beneficiary on or after your death, or is
 
    - made upon your disability or that of another payee, or is
 
    - part of a series of substantially equal annuity payments for your life or
      life expectancy, or the life or life expectancy of you or your beneficiary
 
Premature distributions may result, for example, from:
 
    - an early annuity commencement date,
 
    - an early surrender or partial surrender of a contract,
 
    - an assignment of a contract,
 
    - the early death of an annuitant other than you or another person receiving
      annuity payments under the contract.
 
If you transfer ownership of a contract, or designate an Annuitant or a payee
other than yourself, you may have certain income or gift tax consequences that
are beyond the scope of this discussion. If you are contemplating any transfer
or assignment of a contract, you should contact a competent tax adviser.
 
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:
 
    - if any person receiving annuity 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 the person's death; and
 
    - if you die prior to the annuity commencement date, the entire interest in
      the contract will be distributed:
 
      - within five years after your death, or
 
      - as annuity payments that will begin within one year of your death and
        will be made over your designated beneficiary's life 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,
the surviving spouse may continue the contract as the new contract owner. Where
the contract owner or other person receiving payments is not a natural person,
the required distributions under Section 72(s) apply on the death of the primary
Annuitant.
 
Generally, the above requirements will be satisfied with a single sum payment
where the death occurs prior to the annuity commencement date. A single sum
payment will be 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, 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 tax qualified plan on your behalf are excludible
from your gross income during the Accumulation Period. The portion, if any, of
any purchase payment that is not excluded from your gross income during the
Accumulation Period constitutes your "investment in the contract".
 
When annuity payments begin, you will receive back your "investment in the
contract," if any, as a tax-free return of capital. The Code provides which
portion of each payment is taxable and which portion is tax free. These rules
may vary depending on the type of tax qualified plan.
 
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 education institutions;
 
                                       19
<PAGE>
    - 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); and
 
    - Section 457 unfunded deferred compensation plans of tax-exempt
      organizations and private employer unfunded deferred compensation plans.
 
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.
 
Despite the recipient's election, the Code may require withholding from certain
payments outside the United States. The Code may also require withholding from
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 that we disregard the recipient's election if the recipient fails to
supply us with a "TIN" or taxpayer identification number (social security number
for individuals), or if the Internal Revenue Service notifies us 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 that set forth diversification requirements for the
investments underlying the Non-Qualified Contracts. We believe that the
investments will satisfy these requirements. Failure to do so would result in
immediate taxation to you or another person of all income credited to
Non-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 you or another person to be treated as the
owners of Separate Account assets for tax purposes. We reserve the right to
amend the contracts in any way necessary to avoid any such result. The Treasury
Department has stated that it expects to establish standards in this regard
through regulations or rulings. Such standards may apply only prospectively,
although retroactive application is possible if the Treasury Department
considered such standards 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 pursuant to the special
annuity contract exchange form we provide for this purpose is not generally a
taxable event under the Code. Moreover, your investment in the contract will be
the same as your investment in the contract you exchanged out of. 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.
 
Various provisions of the tax laws may "grandfather" certain annuity contracts.
For example, certain annuity contracts issued before January 19, 1985 may not be
subject to the distribution rules of Code Section 72(s), and certain
distributions from contracts issued before the same date may not be subject to
the 10% penalty tax for premature distributions. In addition, 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 provisions may be lost if a grandfathered contract is
exchanged for a non-grandfathered contract.
 
Certain contract exchanges are subject to Code Section 1035. Where an exchange
is subject to this Code Section, certain grandfathered provisions may be
preserved. If your exchange is subject to Section 1035, we may be able to assist
you in preserving grandfathered provisions by "tracking" amounts accumulated
through past purchase payments. Payments made before or after the effective date
of the Tax Equity and Fiscal Responsibility Act of 1982 may have different tax
consequences. Therefore, you must provide us with an accurate history of your
past purchase payments.
 
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)(11) 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, we may not distribute income attributable to elective
contributions which accrues after December 31, 1988.
 
VOTING PRIVILEGES
 
In accordance with our view of current applicable law, we will vote shares of
each of the portfolios attributable to a contract at regular and special
meetings of the shareholders of the portfolios. We will vote those shares in
proportion to instructions we receive from the persons having the voting
interest in the contract as of the record date for the corresponding
shareholders meeting. Contract owners have the voting interest during the
Accumulation Period, persons receiving annuity payments 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, we determine that we are
permitted to vote shares of the portfolios in our own right, we may elect to do
so.
 
                                       20
<PAGE>
We determine the number of shares of a portfolio attributable to a contract as
follows:
 
    - During the Accumulation Period, we divide the amount of contract value in
      a subaccount by the net asset value of one share of the portfolio
      corresponding to that subaccount. We make this calculation as of the
      record date for the applicable portfolio.
 
    - During the Annuity Period, or after the death of the Annuitant or owner,
      we make a similar calculation. However, for subaccount value, we use the
      liability for future variable annuity payments allocable to that
      subaccount as of the record date for the applicable portfolio. We
      calculate the liability for future variable annuity payments on the basis
      of the following on the record date:
 
    - mortality assumptions,
 
    - the assumed interest rate used in determining the number of Annuity Units
      under the contract, and
 
    - the applicable Annuity Unit value
 
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.
 
Under certain contracts, we will vote portfolio shares according to instructions
we receive from the contract owner. However, we adjust this policy where the
Annuitant or payee is not the contract owner. Under this circumstance, the
Annuitant or payee may instruct the contract owner who, in turn, relays this
instruction to us. We will vote those portfolio shares that we can attribute to
the purchase payments of the Annuitant or payee in accordance with the
instruction relayed to us. In addition, in certain circumstances such as an
employee benefit plan, we allow the Annuitant or payee to direct how we vote
additional shares beyond those that we can attribute to the purchase payments of
the Annuitant or payee. However, we do so only to the extent authorized by the
contract. We compute the number of shares that may be attributed to the
Annuitant or payee 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 us to vote shares of any portfolio for which directions could have been
but were not received from Annuitants and other payees in the same proportion as
other shares in that portfolio attributable to the contract owner which are to
be voted in accordance with directions received from Annuitants and other
payees. The contract owner may instruct us as to the voting of any other shares
attributable to contracts as the contract owner may determine. The Separate
Account, the portfolios 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 us in
accordance with directions given by Annuitants and other payees.
 
We will vote shares for which we have not received timely instructions, and any
shares attributable to excess amounts we have accumulated in the related
subaccount, in proportion to the voting instructions which we receive for all
contracts and other variable annuity contracts participating in that subaccount.
To the extent that we or any affiliated company holds any shares of a portfolio,
those shares will be voted in the same proportion as instructions for that
portfolio from all our policy owners holding voting interests 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. Under the procedures described above, for each of the
series available under the contracts, these persons may give instructions
regarding:
 
    - the election of the Board of Directors of the portfolios,
 
    - ratification of the selection of a portfolio's independent auditors,
 
    - the approval of the investment managers of a portfolio,
 
    - changes in fundamental investment policies of a portfolio, and
 
    - all other matters that are put to a vote of portfolio shareholders.
 
STATE REGULATION
 
We are subject to regulation and supervision by the Commerce Department of the
State of Minnesota which periodically examines our affairs. We are also subject
to the insurance laws and regulations of all jurisdictions where we are
authorized to do business. We intend to satisfy the necessary requirements to
sell the contracts in the District of Columbia and in approximately twenty
states.
 
LEGAL MATTERS
 
David A. Peterson, Esquire, Vice President and Assistant General Counsel with
our legal department has passed on the legality of the contracts described in
this prospectus. Messrs. Freedman, Levy, Kroll & Simonds, Washington, D.C., have
advised Fortis Benefits on certain federal securities law matters.
 
YEAR 2000 ISSUES
 
At Fortis Benefits, we use computer systems to process policy transactions and
valuations. We need to adjust these computer systems so that we may continue to
administer policies after the Year 2000. Fortis Benefits is devoting all
resources necessary to make these systems modifications, and we expect that the
necessary changes will be completed on time, with no disruption to our policy
servicing operations. However, as with most system conversion projects, risks
and uncertainties exist. In part, this is due to our necessary reliance on third
party vendors. Nonperformance by any of these entities, or other unforeseen
circumstances, could have a material adverse impact on our ability to service
policies. As such, we are closely monitoring these entities to avoid any
unforeseen circumstances. The average total contract value of all outstanding
contracts during the year ended December 31, 1998 and the total actual amount of
annual contract
 
                                       21
<PAGE>
administration charges collected during the year. For the purpose of these
examples, portfolio annual expenses are assumed to continue at the rates set
forth in the table above. See the Note entitled "Year 2000" in the Fortis
financial statements in the Statement of Additional Information.
 
CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
 
<TABLE>
<S>                                              <C>
Fortis Benefits................................
Calculation of Annuity Payments................
Services.......................................
  - Safekeeping of Separate Account Assets.....
  - Experts....................................
  - Principal Underwriter......................
Limitation On Allocations......................
Change of Investment Policy....................
Taxation Under Certain Retirement Plans........
Other Information..............................
Financial Statements...........................
Appendix A--Performance Information............
</TABLE>
 
                                       22
<PAGE>
APPENDIX A--SAMPLE DEATH BENEFIT CALCULATIONS (FOR CONTRACTS ISSUED ON AND AFTER
MAY 1, 1998)
 
<TABLE>
<CAPTION>
DATE OF DEATH IS THE 3RD CONTRACT ANNIVERSARY:                                     Example 1    Example 2    Example 3
                                                                                  -----------  -----------  -----------
<S>                                                                               <C>          <C>          <C>
  a. Purchase Payments Made Prior to Date of Death, accumulated at 5%              $  31,000    $  31,000    $  33,000
  b. Contract Value on Date of Death                                               $  32,000    $  23,000    $  31,000
  c. 1 Year Ratchet Option Value                                                   $  32,000    $  40,000    $  32,000
Death Benefit is larger of a, b, and c.                                            $  32,000    $  40,000    $  33,000
</TABLE>
 
<TABLE>
<CAPTION>
DATE OF DEATH IS THE 5TH CONTRACT ANNIVERSARY:                          Example 1    Example 2    Example 3    Example 4
                                                                       -----------  -----------  -----------  -----------
<S>                                                                    <C>          <C>          <C>          <C>
  a. Purchase Payments Made Prior to Date of Death, accumulated at 5%   $  32,000    $  32,000    $  32,000    $  32,000
  b. Contract Value on Date of Death                                    $  40,000    $  31,000    $  36,000    $  34,000
  c. 5 Year Reset Contract Value on 5th Contract Anniversary            $  40,000    $  31,000    $  36,000    $  34,000
  d. 1 Year Ratchet Option Value                                        $  40,000    $  31,000    $  38,000    $  34,000
Death Benefit is larger of a, b, c and d.                               $  40,000    $  32,000    $  38,000    $  34,000
</TABLE>
 
<TABLE>
<CAPTION>
DATE OF DEATH IS THE 8TH CONTRACT ANNIVERSARY:                          Example 1    Example 2    Example 3    Example 4
                                                                       -----------  -----------  -----------  -----------
<S>                                                                    <C>          <C>          <C>          <C>
  a. Purchase Payments Made Prior to Date of Death, accumulated at 5%   $  33,000    $  33,000    $  33,000    $  33,000
  b. Contract Value on Date of Death                                    $  40,000    $  35,000    $  31,000    $  30,000
  c. 5th Year Reset Contract Value on 5th Contract Anniversary          $  32,000    $  40,000    $  34,000    $  31,000
  d. 1 Year Ratchet Option Value                                        $  40,000    $  40,000    $  35,000    $  32,000
Death Benefit is larger of a, b, c and d.                               $  40,000    $  40,000    $  35,000    $  33,000
</TABLE>
 
<TABLE>
<CAPTION>
DATE OF DEATH IS THE 13TH CONTRACT ANNIVERSARY:                         Example 1    Example 2    Example 3    Example 4
                                                                       -----------  -----------  -----------  -----------
<S>                                                                    <C>          <C>          <C>          <C>
  a. Purchase Payments Made Prior to Date of Death, accumulated at 5%   $  35,000    $  35,000    $  35,000    $  36,000
  b. Contract Value on Date of Death                                    $  40,000    $  25,000    $  34,000    $  31,000
  c. 5 Year Reset Contract Value on 10th Contract Anniversary           $  34,000    $  38,000    $  40,000    $  33,000
  d. 1 Year Ratchet Option Value                                        $  40,000    $  38,000    $  42,000    $  34,000
Death Benefit is larger of a, b, c and d.                               $  40,000    $  38,000    $  42,000    $  36,000
</TABLE>
 
                                      A-1
<PAGE>
APPENDIX B--EXPLANATION OF EXPENSE CALCULATIONS
 
The expense for a given year is calculated by multiplying the projected
beginning of the year policy value by the total expense rate. The total expense
rate is the sum of the variable account expense rate plus the total portfolio
expense rate plus the annual administrative charge rate.
 
The policy values are projected by assuming a single payment of $1,000 grows at
an annual rate equal to 5% reduced by the total expense rate described above.
 
For example, the 3 year expense for the Fortis Growth Stock Series, is
calculated as follows:
 
<TABLE>
<S>  <C>                                                 <C>
     Total Variable Account Annual Expenses                 1.40%
+    Total Portfolio Operating Expenses                      %.65
+    Annual Administrative Charge Rate (See Below)           %.06
=    Total Expense Rate                                     2.11%
</TABLE>
 
The Annual Administrative Charge Rate is calculated by dividing the total annual
contract charges Fortis Benefits collected in 1998 by the average contract value
in force in 1998.
 
Year 1 Beginning Policy Value = $1000.00
Year 1 Expense = $1000.00 x .0211 = $21.10
 
Year 2 Beginning Policy Value = $1028.90
Year 2 Expense = $1028.90 x .0211 = $21.71
 
Year 3 Beginning Policy Value = $1058.64
Year 3 Expense = $1058.64 x .0211 = $22.34
 
So the cumulative expenses for years 1-3 for the Fortis Growth Stock Series are
equal to $21.10 + $21.71 + $22.34 = $65.15.
 
If the contract is surrendered, the surrender charge is the surrender charge
percentage times the purchase payment minus the 10% free withdrawal amount:
 
Surrender Charge Percentage x (Initial Premium - 10% Free Withdrawal) =
Surrender Charge
 
    0.05 x ($1000.00 - $100.00) = $45.00
 
So the total expense if surrendered is $65.15 + $45.00 = $110.15.
 
                                      B-1
<PAGE>
APPENDIX C--PRO RATA ADJUSTMENTS
 
Pro rata adjustments are made for withdrawals in calculating the death benefit
payable under the contract. The benefit is described under the section of this
prospectus entitled Benefit Payable on Death of Annuitant or Contract Owner.
 
A pro rata adjustment is calculated separately for each withdrawal, creating a
decrease in the death benefit proportional to the decrease the withdrawal makes
in the contract value. Pro rata adjustments are made for amounts withdrawn for
partial surrenders and surrender charges, but not for any contract fee-related
surrenders.
 
Under the death benefit set forth as (4) in Benefit Payable on Death of
Annuitant or Contract Owner, 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) 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.
 
Under the death benefit set forth as (5) in Benefit Payable on Death of
Annuitant or Contract Owner, 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 "Roll-Up Amount" prior to the withdrawal, plus
 
            (ii) any purchase payments made on or after the date either the
                 contract owner or Annuitant first reaches his or her 75th
                 birthday and before the given withdrawal, reduced by
 
            (iii) pro rata adjustments for any withdrawals made on or after the
                  date either the contract owner or Annuitant first reaches his
                  or her 75th birthday and before the given withdrawal.
 
                                      C-1
<PAGE>
PROSPECTUS
MAY 1, 1999
 
[NORWEST PASSAGE VARIABLE ANNUITY LOGO]
 
PVBPA 052 5/99
 
      [LOGO]
FORTIS FINANCIAL GROUP
P.O. BOX 64284
ST. PAUL, MN 55164
 
                         BULK RATE
                        U.S. POSTAGE
                            PAID
                      PERMIT NO. 3794
                      MINNEAPOLIS, MN
<PAGE>
                 (This page has been left blank intentionally.)
<PAGE>

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

                        FORTIS BENEFITS INSURANCE COMPANY

                       STATEMENT OF ADDITIONAL INFORMATION

                                   May 1, 1999

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, 1999. A copy of the Prospectus may be obtained
without charge from Fortis Investors, Inc. 1-800-780-7743; mailing address: P.O.
Box 64272, St. Paul, MN 55164. The Contracts are issued by Fortis Benefits
through its Variable Account D (the "Separate Account").

TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                            Page

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

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

                                       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 (NL) N.V. and Fortis (B) Fortis, Inc. is
wholly-owned by AMEV/VSB 1990. The latter is 50% owned by Fortis (NL) N.V. and
50% owned, through certain subsidiaries, by Fortis (B).

Fortis (NL) N.V. is a publicly-traded, multi-national insurance and financial
services group headquartered in The Netherlands. Fortis (NL) N.V. is an
international financial services firm that has been in business since 1847. It
is one of the largest holding companies in Europe with forty subsidiary
companies in twelve countries on four continents. Fortis (NL) N.V. is the third
largest life insurance company in the Netherlands. Fortis (B) is a
multi-national insurance, real estate and financial services firm that has been
in business since 1824. It has eighty subsidiary companies in eight countries.
Fortis (B) is the largest life insurance company in Belgium. Fortis (NL) N.V.
and Fortis (B) 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 "very strong 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.

VARIABLE ANNUITY PAYMENTS. Variable annuity payments start at the end of the
Valuation Period that contains the Annuity

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<PAGE>

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

GENDER OF ANNUITANT

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

SERVICES


SAFEKEEPING OF SEPARATE ACCOUNT ASSETS


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

PRINCIPAL UNDERWRITER


Fortis Investors, Inc. ("Fortis Investors"), the principal underwriter of the
Contracts, is a Minnesota corporation and a member of the Securities Investors
Protection Corporation. The offering of the Contracts is continuous, and Fortis
Investors does not anticipate discontinuing the offering of the Contracts,
although it reserves the right to do so. Fortis Benefits paid a total of
$1,782,546, $6,319,207 and $7,317,157 to Fortis Investors for distribution
services associated with the Contracts during 1996, 1997, and 1998,
respectively. Of this total, the sums of $1,471, $23,808 and $32,674 for the
years 1996, 1997, and 1998, respectively, was not reallowed to other
broker-dealers. Contracts will be issued for Annuitants from ages zero to ninety
in all states where the Contracts are available. Contracts are currently
available in Arizona, Colorado, Idaho, Illinois, Indiana, Iowa, Kansas,
Minnesota, Missouri, Montana,

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

LIMITATION ON ALLOCATIONS


Under the Contract, Fortis Benefits reserves the right to control the amount of
any assets in any investment alternative. Pursuant to this authority, Fortis
Benefits has established the following administrative procedures for the
protection of the interests of all

                                       3
<PAGE>

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

CHANGE OF INVESTMENT POLICY


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

TAXATION UNDER CERTAIN RETIREMENT PLANS


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

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

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

TAXATION OF DISTRIBUTIONS. Distributions from a Section 403(b) tax-deferred 
annuity contract are taxed as ordinary income to the recipient as described 
under "Federal Tax Matters - Qualified Contracts" in the Prospectus. Taxable 
distributions received before the employee attains age 59 1/2 generally are 
subject to a 10% penalty tax in addition to regular income tax. Certain 
distributions are excepted from this penalty tax, including distributions 
following the employee's death, disability, separation from service after age 
55, separation from service at any age if the distribution is in the form of 
an annuity for the life (or life expectancy) of the employee (or the employee 
and Beneficiary) and distributions not in excess of deductible medical 
expenses. In addition, no distributions of voluntary salary reduction amounts 
made for years after December 31, 1988 (plus earnings thereon and earnings on 
Contract values as of December 31, 1988) will be permitted prior to one of 
the following events: attainment of age 59 1/2 by the employee or the 
employee's separation from service, death, disability or hardship. (Hardship 
distributions will be limited to the lesser of the amount of the hardship or 
the amount of salary reduction contributions, exclusive of earnings thereon.)

REQUIRED DISTRIBUTIONS. Generally, distributions from Section 403(b) 
annuities must commence not later than April 1 of the calendar year following 
the calendar year in which the employee attains age 70 1/2, and such 
distributions must be made over a period that does not exceed the life 
expectancy of the employee (or the employee and Beneficiary). A penalty tax 
of 50% would be imposed on any amount by which the minimum required 
distribution in any year exceeded the amount actually distributed in that 
year. In addition, in the event that the employee dies before his or her 
entire interest in the Contract has been distributed, the employee's entire 
interest must be distributed in accordance with rules similar to those 
applicable upon the death of the Contract Owner in the case of a 
Non-Qualified Contract, as described in the Prospectus. Certain of these and 
other provisions are incorporated in a special endorsement attached to 
Contracts that are intended to qualify under Section 403(b), and reference 
should be made to that endorsement for its complete terms.

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

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<PAGE>

SECTION 401 QUALIFIED PENSION, PROFIT-SHARING OR ANNUITY PLANS


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

TAXATION OF DISTRIBUTIONS. Distributions from Contracts purchased under these
qualified plans are taxable as ordinary income, except to the extent allocable
to an employee's after-tax contributions, as described under "Federal Tax
Matters--Qualified Contracts," in the Prospectus. However, if an employee or
other payee receives a "lump sum" distribution, as defined in the Code, from an
exempt employees' trust, the taxable portion of the distribution may be subject
to special tax treatment. For most individuals receiving lump sum distributions
after attaining age 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 reduced amounts. For example, a
married individual who is an active participant in another retirement plan and
files a separate tax return is entitled to a partial IRA deduction if the
individual's adjusted gross income is less than $10,000 and no IRA deduction if
his or her adjusted gross income is equal to or greater than $10,000.

An individual may make non-deductible IRA contributions to the extent of (1) the
lesser of $2,000 ($4,000 in the case of a spousal IRA) or 100% of compensation
over (2) the IRA deductible contribution made with respect to the individual.

An individual may not make any contributions to his/her own IRA for the year in
which he/she reaches age 70 1/2 or for any year thereafter. Contributions to a
spouse's IRA may not be made for any year in which that spouse reaches age 
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

                                       5
<PAGE>

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.


SECTION 408(p) SIMPLE IRA PLANS


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

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

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

TAX-FREE ROLLOVERS: Generally, rollovers and direct transfers may be made to and
from SIMPLE IRAs in the same manner as described above for IRAs, subject to the
same conditions and limitations. Rollovers or transfers to other IRAs, other
than SIMPLE


                                       6
<PAGE>

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.

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.


                                       7
<PAGE>

OTHER INFORMATION


A Registration Statement has been filed with the Securities and Exchange
Commission under the Securities Act of 1933 as amended, with respect to the
Contracts discussed in this Statement of Additional Information. Not all of the
information set forth in the Registration Statement, amendments and exhibits
thereto has been included in this Statement of Additional Information.
Statements contained in this Statement of Additional Information concerning the
content of the Contracts and other legal instruments are intended to be
summaries. For a complete statement of the terms of these documents, reference
should be made to the instruments filed with the Securities and Exchange
Commission.

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

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
completed 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>




                              FINANCIAL STATEMENTS

                        FORTIS BENEFITS INSURANCE COMPANY
                               VARIABLE ACCOUNT D

                          YEAR ENDED DECEMBER 31, 1998

<PAGE>

                        Fortis Benefits Insurance Company
                               Variable Account D

                              Financial Statements


                          Year ended December 31, 1998




                                    CONTENTS

Report of Independent Auditors..........................................1

Audited Financial Statements

Statements of Net Assets................................................3
Statements of Changes in Net Assets.....................................6
Notes to Financial Statements..........................................21

<PAGE>

                         REPORT OF INDEPENDENT AUDITORS


Board of Directors
Fortis Benefits Insurance Company

We have audited the accompanying individual and combined statements of net 
assets of the segregated asset subaccounts of Fortis Benefits Insurance 
Company Variable Account D (comprised of 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, Blue Chip Stock, Mid Cap Stock, Large Cap Growth, and Small Cap Value 
Subaccounts; the Norwest Select Fund's ValuGrowth, Income, Small Company 
Stock and Income Equity Subaccounts; the Scudder Variable Life Investment 
Fund's International Subaccount; the AIM Variable Insurance Funds' V.I. Value 
and V.I. International Equity Subaccounts; 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 and 
International II 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; the Neuberger & Berman, 
Inc.'s AMT Limited Maturity Bond and AMT Partners Subaccounts; and INVESCO, 
Inc.'s Health & Sciences, Industrial Income and Technology Subaccounts) as of 
December 31, 1998, and the related statements of changes in net assets for 
each of the two years in the period then ended, except for 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 
and the Fortis Mid Cap Stock, Large Cap Growth and Small Cap Value 
Subaccounts which are for the period May 1, 1998 (commencement of operations) 
to December 31, 1998. 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.


                                                                              1
<PAGE>

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, 
1998 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 individual and combined financial position of the 
segregated asset subaccounts of Fortis Benefits Insurance Company Variable 
Account D at December 31, 1998, and the individual and combined changes in 
its net assets for the periods described above, in conformity with generally 
accepted accounting principles.

                                                   /s/ Ernst & Young LLP

Minneapolis, Minnesota
March 19, 1999


                                                                              2
<PAGE>

                        Fortis Benefits Insurance Company
                               Variable Account D

                            Statements of Net Assets

                                December 31, 1998
<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                                           13,182,400     $   304,612,551   $  541,637,137    $          - 
   U.S. Government Securities                             12,972,929         139,984,673      141,769,466               -    
   Money Market                                            6,066,668          67,233,393       67,119,187               -    
   Asset Allocation                                       25,429,403         386,417,417      536,384,948               -    
   Diversified Income                                      8,949,806         105,443,140      106,628,884               -    
   Global Growth                                          11,604,190         166,333,148      261,882,193               -    
   Aggressive Growth                                       5,866,648          74,710,338       97,976,544               -    
   Growth & Income                                        12,530,359         184,542,458      265,983,185               -    
   High Yield                                              6,516,027          66,579,853       64,546,458               -    
   Global Asset Allocation                                 4,152,609          51,348,582       59,470,739       4,289,789    
   Global Bond                                             1,956,513          21,442,048       22,618,464       5,997,500    
   International Stock                                     5,344,515          68,059,314       77,403,542               -    
   Value                                                   5,049,921          65,418,627       72,593,625               -    
   S & P 500                                              10,627,627         159,615,684      200,164,981               -    
   Blue Chip Stock                                         7,854,812         112,868,995      145,914,116       6,352,455    
   Mid Cap Stock                                           1,179,582          10,821,273       11,366,916       3,999,212    
   Large Cap Growth                                        1,237,860          12,646,130       14,909,298       4,998,441    
   Small Cap Value                                         1,523,604          14,080,298       14,138,583       3,851,404    
Investments in Norwest Select Fund:
   ValuGrowth                                              1,794,765          25,899,534       35,751,725               -    
   Income                                                  1,931,703          23,371,139       22,156,639               -    
   Small Company Stock                                     1,221,712          15,755,762       13,292,225               -    
   Income Equity                                           5,378,564          72,198,232       86,057,023               -    

<CAPTION>

                                                                                         NET ASSET VALUE FOR    
                                                       ATTRIBUTABLE TO    ACCUMULATION    VARIABLE ANNUITY      
                                                       VARIABLE ANNUITY      UNITS         CONTRACTS PER         
                                                         CONTRACTS        OUTSTANDING      ACCUMULATION UNIT     
                                                    -----------------------------------------------------     
<S>                                                 <C>                  <C>             <C>   
Investments in Fortis Series Fund, Inc.:                                                                   
   Growth Stock                                      $   541,637,137     136,880,970       $  3.96         
   U.S. Government Securities                            141,769,466       7,783,287         18.21         
   Money Market                                           67,119,187      40,111,614          1.67         
   Asset Allocation                                      536,384,948     160,947,627          3.33         
   Diversified Income                                    106,628,884      51,414,422          2.07         
   Global Growth                                         261,882,193      12,352,444         21.20         
   Aggressive Growth                                      97,976,544       6,201,905         15.80         
   Growth & Income                                       265,983,185      12,274,208         21.67         
   High Yield                                             64,546,458       5,048,995         12.78         
   Global Asset Allocation                                55,180,950       3,357,472         16.44         
   Global Bond                                            16,620,964       1,257,641         13.22         
   International Stock                                    77,403,542       4,837,037         16.00         
   Value                                                  72,593,625       4,940,205         14.69         
   S & P 500                                             200,164,981      10,826,253         18.49         
   Blue Chip Stock                                       139,561,661       7,720,323         18.08         
   Mid Cap Stock                                           7,367,704         765,338          9.63         
   Large Cap Growth                                        9,910,857         842,995         11.76         
   Small Cap Value                                        10,287,179       1,098,102          9.37         
Investments in Norwest Select Fund:                                                                        
   ValuGrowth                                             35,751,725       1,814,816         19.70         
   Income                                                 22,156,639       1,663,176         13.32         
   Small Company Stock                                    13,292,225         975,631         13.62         
   Income Equity                                          86,057,023       5,406,120         15.92         
</TABLE>
                                                     
SEE ACCOMPANYING NOTES.                              


3

<PAGE>

                        Fortis Benefits Insurance Company
                               Variable Account D

                      Statements of Net Assets (continued)

                                December 31, 1998
<TABLE>
<CAPTION>
                                                                                                           ATTRIBUTABLE TO 
                                                                                                           FORTIS BENEFITS 
                                                                                          NET ASSETS AT      INSURANCE     
                                                           SHARES            COST          MARKET VALUE       COMPANY      
                                                        -------------------------------------------------------------------
<S>                                                     <C>            <C>                <C>              <C>
Investments in Scudder Variable Life Investment 
  Fund:
     International                                           576,026   $     7,545,857    $   8,386,931     $      -      
Investment in AIM Variable Insurance Funds, Inc.:                                                                          
   AIM V.I. Value                                            189,419         4,512,103        4,972,260            -       
   AIM V.I. International Equity                              80,243         1,551,323        1,574,363            -       
Investments in Alliance Variable Product Series:                                                                           
   Money Market                                           16,561,373        16,561,373       16,561,373            -       
   International                                              73,343         1,166,959        1,185,950            -       
   Premier Growth                                            280,237         7,469,617        8,695,749            -       
Investments in SAFECO Resource Series:                                                                                     
   Growth                                                    262,623         6,069,354        5,578,102            -       
   Equity                                                     76,363         2,145,904        2,288,591            -       
Investments in Federated Insurance Series:                                                                                 
   U.S. Government Securities II                              94,546         1,043,181        1,054,187            -       
   High Income Bond Fund II                                  340,033         3,592,424        3,713,159            -       
   Utility II                                                 71,414         1,039,405        1,090,491            -       
   American Leaders II                                        76,825         1,488,642        1,665,573            -       
Investments in Lexington Funds, Inc.:                                                                                      
   Natural Resources Trust                                    48,305           691,407          532,800            -       
   Emerging Markets                                           10,424            65,395           58,894            -       
Investments in MFS Variable Insurance Trust:                                                                               
   Emerging Growth                                           316,230         5,874,837        6,789,451            -       
   High Income                                               304,319         3,550,267        3,508,800            -       
   World Government                                           29,872           323,759          325,006            -       
                                                                                                                           

<CAPTION>
                                                                                                NET ASSET VALUE FOR 
                                                             ATTRIBUTABLE TO    ACCUMULATION     VARIABLE ANNUITY
                                                            VARIABLE ANNUITY       UNITS           CONTRACTS PER
                                                               CONTRACTS        OUTSTANDING       ACCUMULATION UNIT
                                                          -------------------------------------------------------------
<S>                                                       <C>                 <C>              <C>    
Investments in Scudder Variable Life Investment 
  Fund:
     International                                        $    8,386,931         507,370           $16.53
Investment in AIM Variable Insurance Funds, Inc.:                                                
   AIM V.I. Value                                              4,972,260         431,724            11.52
   AIM V.I. International Equity                               1,574,363         161,048             9.78
Investments in Alliance Variable Product Series:                                                 
   Money Market                                               16,561,373       1,459,472            11.35
   International                                               1,185,950          97,422            12.17
   Premier Growth                                              8,695,749         375,294            23.17
Investments in SAFECO Resource Series:                                                           
   Growth                                                      5,578,102         367,234            15.19
   Equity                                                      2,288,591         151,516            15.10
Investments in Federated Insurance Series:                                                       
   U.S. Government Securities II                               1,054,187          93,034            11.33
   High Income Bond Fund II                                    3,713,159         291,909            12.72
   Utility II                                                  1,090,491          70,928            15.37
   American Leaders II                                         1,665,573          94,738            17.58
Investments in Lexington Funds, Inc.:                                                            
   Natural Resources Trust                                       532,800          51,807            10.28
   Emerging Markets                                               58,894           9,929             5.93
Investments in MFS Variable Insurance Trust:                                                     
   Emerging Growth                                             6,789,451         493,984            13.74
   High Income                                                 3,508,800         351,903             9.97
   World Government                                              325,006          29,522            11.01
</TABLE>


4

<PAGE>

                        Fortis Benefits Insurance Company
                               Variable Account D

                      Statements of Net Assets (continued)

                                December 31, 1998
<TABLE>
<CAPTION>
                                                                                                             ATTRIBUTABLE TO 
                                                                                                             FORTIS BENEFITS 
                                                                                            NET ASSETS AT      INSURANCE     
                                                             SHARES            COST          MARKET VALUE       COMPANY      
                                                        -------------------------------------------------------------------
<S>                                                     <C>               <C>               <C>              <C>    
Investments in Montgomery Variable Funds:
   Emerging Markets                                           46,914      $      304,633    $     309,163     $         -  
   Growth                                                     49,924             734,623          768,330               -  
Investments in Strong Variable Insurance Funds:
   Discovery II                                               38,137             478,071          485,106               -   
   International II                                           36,511             319,377          320,567               -   
Investments in American Century Investments:
   VP Balanced                                               159,306           1,240,933        1,328,610               -   
   VP Growth                                                  14,419             105,138          130,057               -   
Investments in Van Eck Worldwide Insurance Trust:
   Worldwide Bond Fund                                        71,832             875,627          882,098               -   
   Worldwide Hard Assets Fund                                 40,379             477,482          371,483               -   
Investments in Neuberger & Berman, Inc.:
   AMT Limited Maturity Bond                                  48,871             670,521          675,400               -   
   AMT Partners                                               45,054             881,251          852,869               -   
Investments in INVESCO, Inc.:
   Health & Sciences                                         122,178           1,693,908        1,868,095               -   
   Industrial Income                                          29,045             521,251          540,536               -   
   Technology                                                 86,405           1,084,265        1,239,047               -   
                                                                           -------------------------------------------------
Totals                                                                    $2,223,461,476   $2,937,518,919     $29,488,801   
                                                                           -------------------------------------------------
                                                                           -------------------------------------------------

<CAPTION>
                                                                                                NET ASSET VALUE  FOR 
                                                             ATTRIBUTABLE TO    ACCUMULATION     VARIABLE ANNUITY
                                                            VARIABLE ANNUITY       UNITS           CONTRACTS PER
                                                               CONTRACTS        OUTSTANDING       ACCUMULATION UNIT
                                                          -------------------------------------------------------------
<S>                                                       <C>                   <C>             <C>    
Investments in Montgomery Variable Funds:
   Emerging Markets                                          $      309,163          47,224       $  6.55
   Growth                                                           768,330          46,194         16.63
Investments in Strong Variable Insurance Funds:
   Discovery II                                                     485,106          40,736         11.91
   International II                                                 320,567          37,361          8.58
Investments in American Century Investments:
   VP Balanced                                                    1,328,610          91,205         14.57
   VP Growth                                                        130,057          14,731          8.83
Investments in Van Eck Worldwide Insurance Trust:
   Worldwide Bond Fund                                              882,098          74,895         11.78
   Worldwide Hard Assets Fund                                       371,483          55,190          6.73
Investments in Neuberger & Berman, Inc.:
   AMT Limited Maturity Bond                                        675,400          61,900         10.91
   AMT Partners                                                     852,869          65,873         12.95
Investments in INVESCO, Inc.:
   Health & Sciences                                              1,868,095         119,097         15.69
   Industrial Income                                                540,536          38,817         13.93
   Technology                                                     1,239,047          86,462         14.33
                                                          ----------------------------------
Totals                                                       $2,908,030,118     484,339,100
                                                          ----------------------------------
                                                          ----------------------------------
</TABLE>

SEE ACCOMPANYING NOTES.


5

<PAGE>

                        Fortis Benefits Insurance Company
                               Variable Account D

                       Statements of Changes in Net Assets

                          Year ended December 31, 1998
<TABLE>
<CAPTION>
                                                                      FORTIS U.S.                                     
                                                    FORTIS GROWTH     GOVERNMENT      FORTIS MONEY    FORTIS ASSET    
                                                        STOCK         SECURITIES         MARKET        ALLOCATION     
                                                   -------------------------------------------------------------------
<S>                                                <C>                <C>             <C>             <C>   
OPERATIONS
Dividend income                                       $ 26,467,526    $  8,254,423     $ 2,881,782     $    944,495   
Mortality and expense and administrative charges        (7,108,278)     (1,819,718)       (754,138)      (6,446,486)  
Net realized gain (loss) on investments                 34,160,134         378,287         317,058        5,833,283   
Net unrealized appreciation (depreciation) of
   investments during the period                        29,707,787       2,601,264        (332,026)      80,554,775   
                                                   -------------------------------------------------------------------
Net increase (decrease) in net assets resulting
   from operations                                      83,227,169       9,414,256       2,112,676       80,886,067   

CAPITAL TRANSACTIONS
Purchase of Variable Account units                       8,096,970      29,320,325      56,925,744       38,225,062   
Redemption of Variable Account units                   (83,484,018)    (31,609,712)    (41,411,119)     (27,638,570)  
Mortality and expense and administrative charges
   redeemed                                              7,108,278       1,819,718         754,138        6,446,486   
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 (decrease) increase from capital transactions      (68,278,770)       (469,669)     16,268,763       17,032,978   

Net assets at beginning of period                      526,688,738     132,824,879      48,737,748      438,465,903   
                                                   -------------------------------------------------------------------
Net assets at end of period                           $541,637,137    $141,769,466     $67,119,187     $536,384,948   
                                                   -------------------------------------------------------------------
                                                   -------------------------------------------------------------------

<CAPTION>
                                                          FORTIS                            FORTIS
                                                        DIVERSIFIED     FORTIS GLOBAL     AGGRESSIVE 
                                                           INCOME          GROWTH           GROWTH
                                                    -----------------------------------------------------
<S>                                                  <C>                <C>              <C>   
OPERATIONS
Dividend income                                          $  6,770,367     $    295,915    $   171,175
Mortality and expense and administrative charges           (1,387,204)      (3,706,532)    (1,205,738)
Net realized gain (loss) on investments                       248,128       15,447,835      1,786,779
Net unrealized appreciation (depreciation) of
   investments during the period                             (806,741)      12,596,119     15,717,735
                                                   -----------------------------------------------------
Net increase (decrease) in net assets resulting
   from operations                                          4,824,550       24,633,337     16,469,951

CAPITAL TRANSACTIONS
Purchase of Variable Account units                         11,808,123        5,585,488      6,778,089
Redemption of Variable Account units                       (9,454,092)     (47,585,475)   (13,235,104)
Mortality and expense and administrative charges
   redeemed                                                 1,387,204        3,706,532      1,205,738
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 (decrease) increase from capital transactions           3,741,235      (38,293,455)    (5,251,277)

Net assets at beginning of period                          98,063,099      275,542,311     86,757,870
                                                   -----------------------------------------------------
Net assets at end of period                              $106,628,884     $261,882,193    $97,976,544
                                                   -----------------------------------------------------
                                                   -----------------------------------------------------
</TABLE>

SEE ACCOMPANYING NOTES.


6

<PAGE>

                        Fortis Benefits Insurance Company
                               Variable Account D

                 Statements of Changes in Net Assets (continued)

                          Year ended December 31, 1998
<TABLE>
<CAPTION>
                                                                                                                        
                                                     FORTIS GROWTH    FORTIS HIGH      FORTIS GLOBAL    FORTIS GLOBAL   
                                                       & INCOME          YIELD       ASSET ALLOCATION       BOND        
                                                   ---------------------------------------------------------------------
<S>                                                <C>                <C>            <C>                <C>
OPERATIONS
Dividend income                                        $     74,701    $ 5,211,819      $ 4,126,850       $   963,909   
Mortality and expense and administrative charges         (3,367,889)      (833,772)        (659,482)         (190,032)  
Net realized gain (loss) on investments                   3,162,729        117,060          501,769           158,614   
Net unrealized appreciation (depreciation) of
   investments during the period                         26,107,816     (5,113,753)       3,060,304         1,473,210   
                                                   ---------------------------------------------------------------------
Net increase (decrease) in net assets resulting
   from operations                                       25,977,357       (618,646)       7,029,441         2,405,701   

CAPITAL TRANSACTIONS
Purchase of Variable Account units                       34,565,822     17,120,211        9,260,170         6,259,719   
Redemption of Variable Account units                    (12,370,869)    (6,968,139)      (3,266,333)       (4,791,843)  
Mortality and expense and administrative charges
   redeemed                                               3,367,889        833,772          659,482           190,032   
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                                              -              -         (265,877)         (241,695)  
                                                   ---------------------------------------------------------------------
Net increase (decrease) from capital transactions        25,562,842     10,985,844        6,387,442         1,416,213   

Net assets at beginning of period                       214,442,986     54,179,260       46,053,856        18,796,550   
                                                   ---------------------------------------------------------------------
Net assets at end of period                            $265,983,185    $64,546,458      $59,470,739       $22,618,464   
                                                   ---------------------------------------------------------------------
                                                   ---------------------------------------------------------------------
<CAPTION>
                                                         FORTIS
                                                     INTERNATIONAL                      FORTIS
                                                         STOCK        FORTIS VALUE     S & P 500
                                                   -------------------------------------------------
<S>                                                <C>                <C>            <C>  
OPERATIONS
Dividend income                                         $ 5,327,524    $ 1,608,314     $  2,986,482
Mortality and expense and administrative charges           (950,221)      (871,723)      (1,887,000)
Net realized gain (loss) on investments                   2,690,314        700,432        3,863,409
Net unrealized appreciation (depreciation) of
   investments during the period                          2,473,473      2,820,051       29,200,375
                                                   -------------------------------------------------
Net increase (decrease) in net assets resulting
   from operations                                        9,541,090      4,257,074       34,163,266

CAPITAL TRANSACTIONS
Purchase of Variable Account units                       16,782,466     26,693,597      100,704,775
Redemption of Variable Account units                     (8,715,471)    (5,550,357)     (19,641,461)
Mortality and expense and administrative charges
   redeemed                                                 950,221        871,723        1,887,000
Funding of subaccount by Fortis Benefits Insurance
   Company                                                        -              -                -
Redemption of Fortis Benefits Insurance Company
   investment in subaccount                              (4,534,143)    (1,111,186)      (6,137,363)
Dividend income distribution to Fortis Benefits
   Insurance Company                                              -               -               -
                                                   -------------------------------------------------
Net increase (decrease) from capital transactions         4,483,073     20,903,777       76,812,951

Net assets at beginning of period                        63,379,379     47,432,774       89,188,764
                                                   -------------------------------------------------
Net assets at end of period                             $77,403,542    $72,593,625     $200,164,981
                                                   -------------------------------------------------
                                                   -------------------------------------------------
</TABLE>

SEE ACCOMPANYING NOTES.


7

<PAGE>

                        Fortis Benefits Insurance Company
                               Variable Account D

                 Statements of Changes in Net Assets (continued)

                          Year ended December 31, 1998
<TABLE>
<CAPTION>
                                                       FORTIS BLUE         FORTIS          FORTIS           FORTIS     
                                                          CHIP            MID CAP         LARGE CAP       SMALL CAP    
                                                          STOCK            STOCK*          GROWTH*          VALUE*     
                                                   --------------------------------------------------------------------
<S>                                                 <C>                 <C>              <C>              <C>  
OPERATIONS
Dividend income                                         $  2,429,183    $     19,450     $      3,827     $   189,053  
Mortality and expense and administrative charges          (1,324,309)        (22,225)          (6,487)        (41,502) 
Net realized gain (loss) on investments                      368,440         (12,512)          (8,719)        (17,305) 
Net unrealized appreciation (depreciation) of
   investments during the period                          23,595,863         545,643        2,263,168          58,284  
                                                   --------------------------------------------------------------------
Net increase (decrease) in net assets resulting
   from operations                                        25,069,177         530,356        2,251,789         188,530  

CAPITAL TRANSACTIONS
Purchase of Variable Account units                        57,253,131       6,896,405        8,728,546      10,421,155  
Redemption of Variable Account units                      (2,538,109)       (225,181)        (226,237)       (610,438) 
Mortality and expense and administrative charges
   redeemed                                                1,324,309          22,225            6,487          41,502  
Funding of subaccount by Fortis Benefits Insurance
   Company                                                         -       4,150,000        4,150,000       4,150,000  
Redemption of Fortis Benefits Insurance Company
   investment in subaccount                                 (182,209)              -                -               -  
Dividend income distribution to Fortis Benefits
   Insurance Company                                        (106,437)         (6,889)          (1,287)        (52,166) 
                                                   --------------------------------------------------------------------
Net increase (decrease) from capital transactions         55,750,685      10,836,560       12,657,509      13,950,053  

Net assets at beginning of period                         65,094,254               -                -               -  
                                                   --------------------------------------------------------------------
Net assets at end of period                             $145,914,116     $11,366,916      $14,909,298     $14,138,583  
                                                   --------------------------------------------------------------------
                                                   --------------------------------------------------------------------

<CAPTION>
                                                                     NORWEST         NORWEST
                                                      NORWEST        INCOME       SMALL COMPANY
                                                    VALUGROWTH        BOND            STOCK
                                                   ------------------------------------------------
<S>                                                <C>              <C>           <C>
OPERATIONS
Dividend income                                      $   238,581    $ 1,098,033      $    39,626
Mortality and expense and administrative charges        (411,392)      (207,725)        (168,037)
Net realized gain (loss) on investments                   14,844         58,241          222,258
Net unrealized appreciation (depreciation) of
   investments during the period                       5,752,937     (1,238,385)      (2,310,701)
                                                   ------------------------------------------------
Net increase (decrease) in net assets resulting
   from operations                                     5,594,970       (289,836)      (2,216,854)

CAPITAL TRANSACTIONS
Purchase of Variable Account units                     9,841,845     14,092,379        6,325,057
Redemption of Variable Account units                  (1,757,906)    (1,034,235)        (779,846)
Mortality and expense and administrative charges
   redeemed                                              411,392        207,725          168,037
Funding of subaccount by Fortis Benefits Insurance
   Company                                                     -              -                -
Redemption of Fortis Benefits Insurance Company
   investment in subaccount                                    -              -       (1,710,197)
Dividend income distribution to Fortis Benefits
   Insurance Company                                           -              -                -
                                                   ------------------------------------------------
Net increase (decrease) from capital transactions      8,495,331     13,265,869        4,003,051

Net assets at beginning of period                     21,661,424      9,180,606       11,506,028
                                                   ------------------------------------------------
Net assets at end of period                          $35,751,725    $22,156,639      $13,292,225
                                                   ------------------------------------------------
                                                   ------------------------------------------------
</TABLE>

* For the period from May 1, 1998 to December 31, 1998.

SEE ACCOMPANYING NOTES.


8

<PAGE>

                        Fortis Benefits Insurance Company
                               Variable Account D

                 Statements of Changes in Net Assets (continued)

                          Year ended December 31, 1998
<TABLE>
<CAPTION>
                                                                                                          AIM V.I.   
                                                     NORWEST INCOME      SCUDDER         AIM V.I.      INTERNATIONAL 
                                                         EQUITY       INTERNATIONAL       VALUE            EQUITY    
                                                   ------------------------------------------------------------------
<S>                                                <C>                <C>               <C>            <C>   
OPERATIONS
Dividend income                                        $ 1,056,309     $  896,543       $  211,271      $   12,369  
Mortality and expense and administrative charges          (888,643)      (109,417)         (18,617)         (7,795)  
Net realized gain (loss) on investments                    230,940         30,845              847            (627)  
Net unrealized appreciation (depreciation) of
   investments during the period                         8,996,308        252,510          460,156          23,040   
                                                   ------------------------------------------------------------------
Net increase (decrease) in net assets resulting
   from operations                                       9,394,914      1,070,481          653,657          26,987   

CAPITAL TRANSACTIONS
Purchase of Variable Account units                      37,762,541      1,811,004        4,403,159       1,598,178   
Redemption of Variable Account units                    (1,797,881)      (788,697)        (103,173)        (58,597)  
Mortality and expense and administrative charges
   redeemed                                                888,643        109,417           18,617           7,795   
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       36,853,303      1,131,724        4,318,603       1,547,376   

Net assets at beginning of period                       39,808,806      6,184,726                -               -   
                                                   ------------------------------------------------------------------
Net assets at end of period                            $86,057,023     $8,386,931       $4,972,260      $1,574,363   
                                                   ------------------------------------------------------------------
                                                   ------------------------------------------------------------------

<CAPTION>
                                                                                            ALLIANCE
                                                        ALLIANCE MONEY      ALLIANCE         PREMIER
                                                            MARKET        INTERNATIONAL       GROWTH
                                                   ------------------------------------------------------
<S>                                                <C>                   <C>               <C>  
OPERATIONS
Dividend income                                          $  1,519,027    $      275,640    $     43,994
Mortality and expense and administrative charges              (71,287)           (9,699)        (21,589)
Net realized gain (loss) on investments                             -           670,420         539,395
Net unrealized appreciation (depreciation) of
   investments during the period                                    -           (11,830)      1,207,289
                                                   ------------------------------------------------------
Net increase (decrease) in net assets resulting
   from operations                                          1,447,740           924,531       1,769,089

CAPITAL TRANSACTIONS
Purchase of Variable Account units                        275,790,809       112,885,826      44,398,125
Redemption of Variable Account units                     (267,800,970)     (115,289,922)    (39,496,646)
Mortality and expense and administrative charges
   redeemed                                                    71,287             9,699          21,589
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           8,061,126        (2,394,397)      4,923,068

Net assets at beginning of period                           7,052,507         2,655,816       2,003,592
                                                   ------------------------------------------------------
Net assets at end of period                              $ 16,561,373    $    1,185,950    $  8,695,749
                                                   ------------------------------------------------------
                                                   ------------------------------------------------------
</TABLE>

SEE ACCOMPANYING NOTES.


9

<PAGE>

                        Fortis Benefits Insurance Company
                               Variable Account D

                 Statements of Changes in Net Assets (continued)

                          Year ended December 31, 1998
<TABLE>
<CAPTION>
                                                                                     FEDERATED U.S.        FEDERATED       
                                                        SAFECO          SAFECO         GOVERNMENT      HIGH INCOME BOND    
                                                        GROWTH          EQUITY        SECURITIES II         FUND II        
                                                   ----------------------------------------------------------------------
<S>                                                 <C>               <C>            <C>               <C>   
OPERATIONS
Dividend income                                       $    611,481     $  107,105      $    1,490      $    145,006      
Mortality and expense and administrative charges           (23,023)        (8,994)         (3,497)          (14,352)     
Net realized (loss) gain on investments                   (298,311)       106,229          38,761           102,512      
Net unrealized appreciation (depreciation) of
   investments during the period                            20,810        181,464          10,223            70,747      
                                                   ----------------------------------------------------------------------
Net increase (decrease) in net assets resulting
   from operations                                         310,957        385,804          46,977           303,913      

CAPITAL TRANSACTIONS
Purchase of Variable Account units                      38,247,904      5,017,777       8,903,906        12,041,460      
Redemption of Variable Account units                   (36,738,247)    (4,563,051)     (8,113,615)      (11,229,632)     
Mortality and expense and administrative charges
   redeemed                                                 23,023          8,994           3,497            14,352      
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        1,532,680        463,720         793,788           826,180      

Net assets at beginning of period                        3,734,465      1,439,067         213,422         2,583,066      
                                                   ----------------------------------------------------------------------
Net assets at end of period                           $  5,578,102     $2,288,591      $1,054,187      $  3,713,159      
                                                   ----------------------------------------------------------------------
                                                   ----------------------------------------------------------------------

<CAPTION>
                                                                       FEDERATED        LEXINGTON
                                                        FEDERATED      AMERICAN      NATURAL RESOURCES
                                                        UTILITY II     LEADERS II          TRUST
                                                   ---------------------------------------------------
<S>                                                <C>               <C>             <C>
OPERATIONS
Dividend income                                         $   17,235   $    233,707     $    43,384
Mortality and expense and administrative charges            (3,159)       (12,652)         (3,193)
Net realized (loss) gain on investments                    (30,623)       274,612        (119,305)
Net unrealized appreciation (depreciation) of
   investments during the period                             3,687         77,514        (105,350)
                                                   ---------------------------------------------------
Net increase (decrease) in net assets resulting
   from operations                                         (12,860)       573,181        (184,464)

CAPITAL TRANSACTIONS
Purchase of Variable Account units                       6,829,897     26,396,563       1,760,109
Redemption of Variable Account units                    (7,379,883)   (28,510,268)     (2,202,365)
Mortality and expense and administrative charges
   redeemed                                                  3,159         12,652           3,193
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         (546,827)    (2,101,053)       (439,063)

Net assets at beginning of period                        1,650,178      3,193,445       1,156,327
                                                   ---------------------------------------------------
Net assets at end of period                             $1,090,491   $  1,665,573     $   532,800
                                                   ---------------------------------------------------
                                                   ---------------------------------------------------
</TABLE>

SEE ACCOMPANYING NOTES.


10

<PAGE>

                        Fortis Benefits Insurance Company
                               Variable Account D

                 Statements of Changes in Net Assets (continued)

                          Year ended December 31, 1998
<TABLE>
<CAPTION>
                                                          LEXINGTON                                                    
                                                           EMERGING      MFS EMERGING       MFS HIGH         MFS WORLD  
                                                           MARKETS          GROWTH          INCOME          GOVERNMENT 
                                                     ------------------------------------------------------------------
<S>                                                  <C>               <C>               <C>            <C>            

OPERATIONS 
Dividend income                                        $      6,180    $      14,899      $   68,432    $       1,291  
Mortality and expense and administrative charges               (496)         (10,192)         (4,620)            (565) 
Net realized (loss) gain on investments                      (9,637)         533,200          (9,817)           3,733  
Net unrealized (depreciation) appreciation of
   investments during the period                            (21,006)         819,762         (69,962)           1,201  
                                                     ------------------------------------------------------------------
Net (decrease) increase in net assets resulting from
   operations                                               (24,959)       1,357,669         (15,967)           5,660  

CAPITAL TRANSACTIONS
Purchase of Variable Account units                        1,654,144       29,085,014       5,754,624        1,429,924  
Redemption of Variable Account units                     (2,210,494)     (27,832,016)     (2,913,514)      (1,219,491) 
Mortality and expense and administrative charges
   redeemed                                                     496           10,192           4,620              565  
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 (decrease) increase from capital transactions          (555,854)       1,263,190       2,845,730          210,998  

Net assets at beginning of period                           639,707        4,168,592         679,037          108,348  
                                                     ------------------------------------------------------------------
Net assets at end of period                            $     58,894     $  6,789,451      $3,508,800      $   325,006  
                                                     ------------------------------------------------------------------
                                                     ------------------------------------------------------------------

<CAPTION>
                                                          MONTGOMERY                         STRONG
                                                           EMERGING       MONTGOMERY       DISCOVERY
                                                            MARKETS         GROWTH           FUND II
                                                     --------------------------------------------------
<S>                                                  <C>                 <C>             <C>
OPERATIONS 
Dividend income                                         $     1,019      $    27,444     $    28,115
Mortality and expense and administrative charges             (2,277)          (5,823)         (2,038)
Net realized (loss) gain on investments                    (251,784)          63,647          17,142
Net unrealized (depreciation) appreciation of
   investments during the period                             12,116         (104,066)         17,556
                                                     --------------------------------------------------
Net (decrease) increase in net assets resulting from
   operations                                              (240,926)         (18,798)         60,775

CAPITAL TRANSACTIONS
Purchase of Variable Account units                        3,568,166          958,991       8,735,012
Redemption of Variable Account units                     (3,677,901)      (2,080,709)     (8,549,511)
Mortality and expense and administrative charges
   redeemed                                                   2,277            5,823           2,038
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 (decrease) increase from capital transactions          (107,458)      (1,115,895)        187,539

Net assets at beginning of period                           657,547        1,903,023         236,792
                                                     --------------------------------------------------
Net assets at end of period                             $   309,163      $   768,330     $   485,106
                                                     --------------------------------------------------
                                                     --------------------------------------------------
</TABLE>

SEE ACCOMPANYING NOTES.


11

<PAGE>

                                       Fortis Benefits Insurance Company
                                               Variable Account D

                                Statements of Changes in Net Assets (continued)

                                          Year ended December 31, 1998
<TABLE>
<CAPTION>
                                                                          AMERICAN        AMERICAN 
                                                          STRONG         CENTURY VP      CENTURY VP
                                                     INTERNATIONAL II     BALANCED         GROWTH
                                                     --------------------------------------------------
<S>                                                  <C>                <C>             <C>
OPERATIONS
Dividend income                                      $         4,316    $     97,253    $       5,760  
Mortality and expense and administrative charges              (1,711)         (2,774)          (2,218) 
Net realized gain (loss) on investments                       62,354         (77,370)          67,659  
Net unrealized appreciation (depreciation) of
  investments during the period                                9,766          86,667           32,986  
                                                     --------------------------------------------------
Net increase (decrease) in net assets resulting 
  from operations                                             74,725         103,776          104,187  

CAPITAL TRANSACTIONS
Purchase of Variable Account units                        11,439,550       3,176,516       22,191,371  
Redemption of Variable Account units                     (11,526,224)     (2,521,079)     (22,309,476) 
Mortality and expense and administrative charges
  redeemed                                                     1,711           2,774            2,218  
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 (decrease) increase from capital transactions            (84,963)        658,211         (115,887) 

Net assets at beginning of period                            330,805         566,623          141,757  
                                                     --------------------------------------------------
Net assets at end of period                          $       320,567    $  1,328,610    $     130,057  
                                                     --------------------------------------------------
                                                     --------------------------------------------------

<CAPTION>
                                                                        VAN ECK       NEUBERGER &
                                                         VAN ECK       WORLDWIDE       BERMAN AMT       NEUBERGER &
                                                     WORLDWIDE BOND   HARD ASSETS   LIMITED MATURITY     BERMAN AMT
                                                          FUND           FUND              BOND           PARTNERS
                                                     -----------------------------------------------------------------
<S>                                                  <C>              <C>           <C>                 <C>
OPERATIONS
Dividend income                                      $       7,031     $   146,361     $    23,272      $   123,635
Mortality and expense and administrative charges            (2,373)         (3,044)         (2,433)          (4,346)
Net realized gain (loss) on investments                     45,162        (314,422)         (4,949)         (90,988)
Net unrealized appreciation (depreciation) of
  investments during the period                              5,746         (47,362)          3,288          (45,410)
                                                     -----------------------------------------------------------------
Net increase (decrease) in net assets resulting 
  from operations                                           55,566        (218,467)         19,178          (17,109)

CAPITAL TRANSACTIONS
Purchase of Variable Account units                       3,619,169       4,113,612       1,490,835        1,326,782
Redemption of Variable Account units                    (3,073,617)     (4,849,914)     (1,173,233)      (1,051,703)
Mortality and expense and administrative charges
  redeemed                                                   2,373           3,044           2,433            4,346
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 (decrease) increase from capital transactions          547,925        (733,258)        320,035          279,425

Net assets at beginning of period                          278,607       1,323,208         336,187          590,553
                                                     -----------------------------------------------------------------
                                                     -----------------------------------------------------------------
Net assets at end of period                          $     882,098     $   371,483     $   675,400      $   852,869
                                                     -----------------------------------------------------------------
                                                     -----------------------------------------------------------------
</TABLE>

SEE ACCOMPANYING NOTES.


12

<PAGE>

                                       Fortis Benefits Insurance Company
                                               Variable Account D

                                Statements of Changes in Net Assets (continued)

                                          Year ended December 31, 1998
<TABLE>
<CAPTION>
                                                         INVESCO          INVESCO
                                                         HEALTH &        INDUSTRIAL        INVESCO         COMBINED VARIABLE
                                                         SCIENCES          INCOME         TECHNOLOGY            ACCOUNT
                                                     --------------------------------------------------------------------------
<S>                                                  <C>                <C>               <C>              <C>
OPERATIONS
Dividend income                                        $     45,713     $     25,527      $     5,212        $   75,909,056
Mortality and expense and administrative charges             (4,325)          (2,272)          (2,193)          (34,619,507)
Net realized gain (loss) on investments                      83,990          (17,099)         (30,307)           71,607,287
Net unrealized appreciation (depreciation) of
  investments during the period                             170,413           32,862          160,236           240,978,559
                                                     --------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from
  operations                                                295,791           39,018          132,948           353,875,395

CAPITAL TRANSACTIONS
Purchase of Variable Account units                        5,191,549        1,055,446        4,726,295         1,169,049,337
Redemption of Variable Account units                     (3,777,233)        (893,692)      (3,791,287)         (950,418,556)
Mortality and expense and administrative charges
  redeemed                                                    4,325            2,272            2,193            34,619,507
Funding of subaccount by Fortis Benefits Insurance
  Company                                                         -                -                -            12,450,000
Redemption of Fortis Benefits Insurance Company
  investment in subaccount                                        -                -                -           (13,675,098)
Dividend income distribution to Fortis Benefits
  Insurance Company                                               -                -                -              (674,351)
                                                     --------------------------------------------------------------------------
Net increase (decrease) from capital transactions         1,418,641          164,026          937,201           251,350,839

Net assets at beginning of period                           153,663          337,492          168,898         2,332,292,685
                                                     --------------------------------------------------------------------------
Net assets at end of period                            $  1,868,095     $    540,536      $ 1,239,047        $2,937,518,919
                                                     --------------------------------------------------------------------------
                                                     --------------------------------------------------------------------------
</TABLE>

SEE ACCOMPANYING NOTES.


13

<PAGE>

                                       Fortis Benefits Insurance Company
                                               Variable Account D

                                      Statements of Changes in Net Assets

                                          Year ended December 31, 1997
<TABLE>
<CAPTION>
                                                                            FORTIS U.S.                                   
                                                           FORTIS GROWTH    GOVERNMENT     FORTIS MONEY    FORTIS ASSET  
                                                               STOCK        SECURITIES        MARKET        ALLOCATION   
                                                         ---------------------------------------------------------------
<S>                                                      <C>               <C>            <C>              <C>
OPERATIONS
Dividend income                                             $     49,675   $  9,784,129   $  2,375,151     $ 60,002,739 
Mortality and expense and administrative charges              (7,089,187)    (1,875,555)      (750,583)      (5,433,367 
Net realized gain (loss) on investments                       20,147,178       (347,001)       820,447        6,303,022 
Net unrealized appreciation (depreciation) of
  investments during the period                               41,012,209      2,402,114       (304,737)       7,447,945 
                                                         ---------------------------------------------------------------
Net increase (decrease) in net assets resulting 
  from operations                                             54,119,875      9,963,687      2,140,278       68,320,339 

CAPITAL TRANSACTIONS
Purchase of Variable Account units                            11,292,630      5,975,823     49,678,086       25,706,170 
Redemption of Variable Account units                         (53,729,345)   (38,528,792)   (58,875,709)     (27,015,058 
Mortality and expense and administrative 
  charges redeemed                                             7,089,187      1,875,555        750,583        5,433,367 
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 (decrease) increase from capital transactions            (35,347,528)   (30,677,414)    (8,447,040)       4,124,479 

Net assets at beginning of period                            507,916,391    153,538,606     55,044,510      366,021,085 
                                                         ---------------------------------------------------------------
Net assets at end of period                                 $526,688,738   $132,824,879   $ 48,737,748     $438,465,903
                                                         ---------------------------------------------------------------
                                                         ---------------------------------------------------------------

<CAPTION>
                                                            FORTIS                         FORTIS
                                                         DIVERSIFIED    FORTIS GLOBAL    AGGRESSIVE
                                                            INCOME          GROWTH         GROWTH
                                                        -----------------------------------------------
<S>                                                     <C>             <C>              <C>
OPERATIONS
Dividend income                                         $    6,905,359    $          -   $      1,231
Mortality and expense and administrative charges            (1,307,512)     (3,682,512)    (1,052,753)
Net realized gain (loss) on investments                        177,507       5,836,551        102,856
Net unrealized appreciation (depreciation) of
  investments during the period                              2,515,054      12,455,062      2,161,309
                                                        -----------------------------------------------
Net increase (decrease) in net assets resulting 
  from operations                                            8,290,408      14,609,101      1,212,643

CAPITAL TRANSACTIONS
Purchase of Variable Account units                           3,115,896      19,063,321     14,369,199
Redemption of Variable Account units                       (14,932,392)    (19,838,860)    (5,395,939)
Mortality and expense and administrative 
  charges redeeme                                            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 (decrease) increase from capital transactions          (10,508,984)      2,906,973     10,026,013

Net assets at beginning of period                          100,281,675     258,026,237     75,519,214
                                                        -----------------------------------------------
Net assets at end of period                             $  98,063,099     $275,542,311   $ 86,757,870
                                                        -----------------------------------------------
                                                        -----------------------------------------------
</TABLE>

SEE ACCOMPANYING NOTES.


14

<PAGE>

                                       Fortis Benefits Insurance Company
                                               Variable Account D

                                Statements of Changes in Net Assets (continued)

                                          Year ended December 31, 1997
<TABLE>
<CAPTION>
                                                           FORTIS GROWTH   FORTIS HIGH   FORTIS GLOBAL   FORTIS GLOBAL 
                                                              & INCOME        YIELD     ASSET ALLOCATION       BOND    
                                                         --------------------------------------------------------------
<S>                                                      <C>              <C>           <C>              <C>
OPERATIONS
Dividend income                                             $  6,654,164  $     71,851    $  2,358,159    $    805,285 
Mortality and expense and administrative charges              (2,311,419)     (641,985)       (489,857)       (172,763)
Net realized gain (loss) on investments                        1,120,673        85,907         218,706         (68,168)
Net unrealized appreciation (depreciation) of
  investments during the period                               33,449,045     4,156,960       2,537,910        (676,900)
                                                         --------------------------------------------------------------
Net increase (decrease) in net assets resulting 
  from operations                                             38,912,463     3,672,733       4,624,918        (112,546)

CAPITAL TRANSACTIONS
Purchase of Variable Account units                            56,082,796    14,037,885       9,248,738       2,704,435 
Redemption of Variable Account units                          (4,951,613)   (3,986,387)     (1,791,957)     (2,463,332)
Mortality and expense and administrative 
  charges redeemed                                             2,311,419       641,983         489,857         172,763 
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)
                                                         --------------------------------------------------------------
Net increase (decrease) from capital transactions             53,442,602    10,693,483       7,752,665         285,824 

Net assets at beginning of period                            122,087,921    39,813,044      33,676,273      18,623,272 
                                                         --------------------------------------------------------------
Net assets at end of period                                 $214,442,986  $ 54,179,260    $ 46,053,856    $ 18,796,550 
                                                         --------------------------------------------------------------
                                                         --------------------------------------------------------------

<CAPTION>
                                                             FORTIS
                                                          INTERNATIONAL                       FORTIS
                                                              STOCK       FORTIS VALUE      S & P 500
                                                         -----------------------------------------------
<S>                                                      <C>              <C>              <C>
OPERATIONS
Dividend income                                            $  2,559,479   $  2,718,491     $  1,361,090
Mortality and expense and administrative charges               (684,830)      (377,532)        (607,630)
Net realized gain (loss) on investments                         309,917         61,399          831,297
Net unrealized appreciation (depreciation) of
  investments during the period                               2,974,721      3,471,343        9,928,599
                                                         -----------------------------------------------
Net increase (decrease) in net assets resulting 
  from operations                                             5,159,287      5,873,701       11,513,356

CAPITAL TRANSACTIONS
Purchase of Variable Account units                           16,326,079     29,249,997       82,381,056
Redemption of Variable Account units                         (2,103,233)      (695,317)     (23,769,708)
Mortality and expense and administrative 
  charges redeemed                                              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                                            (157,141)       (21,662)         (79,618)
                                                         -----------------------------------------------
Net increase (decrease) from capital transactions            14,750,535     28,910,550       59,139,360

Net assets at beginning of period                            43,469,557     12,648,523       18,536,048
                                                         -----------------------------------------------
Net assets at end of period                                $ 63,379,379   $ 47,432,774     $ 89,188,764
                                                         -----------------------------------------------
                                                         -----------------------------------------------
</TABLE>

SEE ACCOMPANYING NOTES.


15

<PAGE>

                                       Fortis Benefits Insurance Company
                                               Variable Account D

                                Statements of Changes in Net Assets (continued)

                                          Year ended December 31, 1997
<TABLE>
<CAPTION>
                                                                                             NORWEST         NORWEST     
                                                            FORTIS BLUE       NORWEST      INTERMEDIATE   SMALL COMPANY  
                                                            CHIP STOCK      VALUGROWTH         BOND           STOCK      
                                                         ---------------------------------------------------------------
<S>                                                      <C>              <C>             <C>             <C>
OPERATIONS
Dividend income                                            $    293,654   $    579,724    $    633,659     $  1,503,400 
                                                                                                                        
Mortality and expense and administrative charges               (447,570)      (221,359)       (101,678)         (95,073)
Net realized gain (loss) on investments                         107,559        104,535           2,550           25,285 
Net unrealized appreciation (depreciation) of
  investments during the period                               8,118,339      2,305,264         165,968         (863,445)
                                                         ---------------------------------------------------------------
Net increase (decrease) in net assets resulting 
  from operations                                             8,071,982      2,768,164         700,499          570,167 

CAPITAL TRANSACTIONS
Purchase of Variable Account units                           42,777,440      8,653,105       3,293,135        5,021,855 
Redemption of Variable Account units                           (832,257)      (476,484)       (779,906)        (276,048)
Mortality and expense and administrative 
  charges redeemed                                              447,570        221,359         101,678           95,073 
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 

Net assets at beginning of period                            14,688,036     10,495,280       5,865,200        6,094,981 
                                                         ---------------------------------------------------------------
Net assets at end of period                                $ 65,094,254   $ 21,661,424    $  9,180,606     $ 11,506,028 
                                                         ---------------------------------------------------------------
                                                         ---------------------------------------------------------------

<CAPTION>
                                                             NORWEST
                                                              INCOME        SCUDDER      ALLIANCE MONEY
                                                              EQUITY     INTERNATIONAL       MARKET
                                                         -----------------------------------------------
<S>                                                      <C>             <C>             <C>
OPERATIONS
Dividend income                                            $    330,791   $     89,071    $     375,670
Mortality and expense and administrative charges               (305,439)       (66,114)         (33,431)
Net realized gain (loss) on investments                          38,572         40,064                -
Net unrealized appreciation (depreciation) of
  investments during the period                               4,243,198        164,076                -
                                                         -----------------------------------------------
Net increase (decrease) in net assets resulting 
  from operations                                             4,307,122        227,097          342,239

CAPITAL TRANSACTIONS
Purchase of Variable Account units                           25,830,279      2,768,738      168,171,990
Redemption of Variable Account units                           (309,223)      (302,454)    (167,088,962)
Mortality and expense and administrative 
  charges redeemed                                              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                                                   -              -                -
                                                         -----------------------------------------------
Net increase (decrease) from capital transactions            25,826,495      2,532,398        1,116,459

Net assets at beginning of period                             9,675,189      3,425,231        5,593,809
                                                         -----------------------------------------------
Net assets at end of period                                $ 39,808,806   $  6,184,726    $   7,052,507
                                                         -----------------------------------------------
                                                         -----------------------------------------------
</TABLE>

SEE ACCOMPANYING NOTES.


16

<PAGE>

                                       Fortis Benefits Insurance Company
                                               Variable Account D

                                Statements of Changes in Net Assets (continued)

                                          Year ended December 31, 1997
<TABLE>
<CAPTION>
                                                                                                                        
                                                             ALLIANCE        ALLIANCE         SAFECO          SAFECO    
                                                           INTERNATIONAL  PREMIER GROWTH      GROWTH          EQUITY    
                                                         --------------------------------------------------------------
<S>                                                      <C>              <C>             <C>             <C>
OPERATIONS
Dividend income                                             $     19,713   $        954   $    506,511    $    102,844 
Mortality and expense and administrative charges                  (4,653)        (4,656)        (4,146)         (4,251)
Net realized gain (loss) on investments                          524,319        185,183        260,166          21,442 
Net unrealized appreciation (depreciation) of
  investments during the period                                   25,774         12,341       (501,499)        (19,125)
                                                         --------------------------------------------------------------
Net increase (decrease) in net assets resulting 
  from operations                                                565,153        193,822        261,032         100,910 

CAPITAL TRANSACTIONS
Purchase of Variable Account units                            65,480,879     13,005,720     13,595,285       4,689,201 
Redemption of Variable Account units                         (63,692,893)   (11,432,296)   (10,315,753)     (3,551,876)
Mortality and expense and administrative 
  charges redeemed                                                 4,653          4,656          4,146           4,251 
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 

Net assets at beginning of period                                298,024        231,690        189,755         196,581 
                                                         --------------------------------------------------------------
Net assets at end of period                                 $  2,655,816   $  2,003,592   $  3,734,465    $  1,439,067 
                                                         --------------------------------------------------------------
                                                         --------------------------------------------------------------

<CAPTION>
                                                            FEDERATED U.S.   FEDERATED
                                                             GOVERNMENT     HIGH INCOME      FEDERATED
                                                           SECURITIES II *  BOND FUND II     UTILITY II
                                                         -------------------------------------------------
<S>                                                      <C>                <C>             <C>
OPERATIONS
Dividend income                                             $      3,957    $     67,548    $      4,035
                                                         
Mortality and expense and administrative charges                    (265)         (3,413)         (1,118)
Net realized gain (loss) on investments                           (1,381)        120,901          48,748
Net unrealized appreciation (depreciation) of
  investments during the period                                      784          31,419          44,341
                                                         -------------------------------------------------
Net increase (decrease) in net assets resulting 
  from operations                                                  3,095         216,455          96,006

CAPITAL TRANSACTIONS
Purchase of Variable Account units                             1,957,483       7,473,177       8,386,519
Redemption of Variable Account units                          (1,747,421)     (6,024,386)     (7,031,477)
Mortality and expense and administrative 
  charges redeemed                                                   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                210,327       1,452,204       1,356,160

Net assets at beginning of period                                      -         914,407         198,012
                                                         -------------------------------------------------
Net assets at end of period                                 $    213,422    $  2,583,066    $  1,650,178
                                                         -------------------------------------------------
                                                         -------------------------------------------------
</TABLE>

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

SEE ACCOMPANYING NOTES.


17

<PAGE>

                                       Fortis Benefits Insurance Company
                                               Variable Account D

                                Statements of Changes in Net Assets (continued)

                                          Year ended December 31, 1997
<TABLE>
<CAPTION>
                                                                             LEXINGTON
                                                             FEDERATED        NATURAL       LEXINGTON  
                                                              AMERICAN       RESOURCES       EMERGING     
                                                             LEADERS II        TRUST         MARKETS      
                                                         ------------------------------------------------
<S>                                                      <C>                <C>            <C>
OPERATIONS
Dividend income                                             $     11,802    $    37,809    $        238
Mortality and expense and administrative charges                  (6,487)        (4,044)         (1,766) 
Net realized gain (loss) on investments                          366,916        147,314          22,277  
Net unrealized appreciation (depreciation) of
  investments during the period                                   87,367        (60,160)         13,703  
                                                         ------------------------------------------------
Net increase (decrease) in net assets resulting 
  from operations                                                459,598        120,919          34,452  

CAPITAL TRANSACTIONS
Purchase of Variable Account units                            20,909,386      7,675,556      10,873,736  
Redemption of Variable Account units                         (18,677,016)    (7,422,947)    (10,335,967) 
Mortality and expense and administrative 
  charges redeemed                                                 6,487          4,044           1,766  
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  

Net assets at beginning of period                                494,990        778,755          65,720  
                                                         ------------------------------------------------
Net assets at end of period                                 $  3,193,445    $ 1,156,327    $    639,707  
                                                         ------------------------------------------------
                                                         ------------------------------------------------

<CAPTION>
                                                                                                         MONTGOMERY
                                                          MFS EMERGING      MFS HIGH      MFS WORLD       EMERGING
                                                             GROWTH          INCOME       GOVERNMENT       MARKETS
                                                        ---------------------------------------------------------------
<S>                                                     <C>               <C>             <C>            <C>
OPERATIONS
Dividend income                                          $      5,222     $         -     $     3,011     $       585
Mortality and expense and administrative charges               (8,094)         (3,208)           (888)         (2,178)
Net realized gain (loss) on investments                       278,077          64,089          (9,538)         17,971
Net unrealized appreciation (depreciation) of
  investments during the period                               124,482          28,378            (237)         (9,020)
                                                        ---------------------------------------------------------------
Net increase (decrease) in net assets resulting 
  from operations                                             399,687          89,259          (7,652)          7,358

CAPITAL TRANSACTIONS
Purchase of Variable Account units                         50,380,648       2,109,055       4,223,973       7,351,843
Redemption of Variable Account units                      (48,657,063)     (1,917,469)     (4,151,384)     (6,894,401)
Mortality and expense and administrative 
  charges redeemed                                              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           1,731,679         194,794          73,477         459,620

Net assets at beginning of period                           2,037,226         394,984          42,523         190,569
                                                        ---------------------------------------------------------------
Net assets at end of period                              $  4,168,592     $   679,037     $   108,348     $   657,547
                                                        ---------------------------------------------------------------
                                                        ---------------------------------------------------------------
</TABLE>

SEE ACCOMPANYING NOTES.


18

<PAGE>

                                       Fortis Benefits Insurance Company
                                               Variable Account D

                                Statements of Changes in Net Assets (continued)

                                          Year ended December 31, 1997
<TABLE>
<CAPTION>
                                                                              STRONG        STRONG                    
                                                             MONTGOMERY      DISCOVERY    GOVERNMENT        STRONG    
                                                               GROWTH         FUND II    SECURITIES II   ADVANTAGE II 
                                                         --------------------------------------------------------------
<S>                                                      <C>               <C>           <C>             <C>
OPERATIONS
Dividend income                                             $    80,509    $         -   $      4,238    $      6,644  
Mortality and expense and administrative charges                 (2,758)          (673)          (446)           (122) 
Net realized gain (loss) on investments                         110,597          6,584          1,688           6,199  
Net unrealized appreciation (depreciation) of
  investments during the period                                 156,818        (12,707)           277           1,352  
                                                         --------------------------------------------------------------
Net increase (decrease) in net assets resulting 
  from operations                                               345,166         (6,796)         5,757          14,073  

CAPITAL TRANSACTIONS
Purchase of Variable Account units                            4,720,065      1,491,187        192,449          40,789  
Mortality and expense and administrative 
  charges redeemed                                           (4,059,313)    (1,339,858)      (267,953)       (356,157) 
Mortality and expense and administrative 
  charges redeemed                                                2,758            673            446             122  
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) 

Net assets at beginning of period                               894,347         91,586         69,301         301,173  
                                                         --------------------------------------------------------------
Net assets at end of period                                 $ 1,903,023    $   236,792   $          -    $          -  
                                                         --------------------------------------------------------------
                                                         --------------------------------------------------------------

<CAPTION>
                                                                              AMERICAN       AMERICAN
                                                               STRONG        CENTURY VP       CENTURY
                                                          INTERNATIONAL II    BALANCED       VP GROWTH
                                                         -------------------------------------------------
<S>                                                      <C>                <C>              <C>
OPERATIONS
Dividend income                                             $      25,600   $     8,363      $     2,139
Mortality and expense and administrative charges                   (2,462)       (1,284)            (355)
Net realized gain (loss) on investments                            (1,178)      (65,865)          32,718
Net unrealized appreciation (depreciation) of
  investments during the period                                   (11,451)           51           (7,181)
                                                         -------------------------------------------------
Net increase (decrease) in net assets resulting 
  from operations                                                  10,509       (58,735)          27,321

CAPITAL TRANSACTIONS
Purchase of Variable Account units                             13,896,848     9,336,521        5,761,482
Mortality and expense and administrative 
  charges redeemed                                            (13,937,360)   (8,825,530)      (5,717,321)
Mortality and expense and administrative 
  charges redeemed                                                  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                 (38,050)      512,275           44,516

Net assets at beginning of period                                 358,346       113,083           69,920
                                                         -------------------------------------------------
Net assets at end of period                                 $     330,805   $   566,623      $   141,757
                                                         -------------------------------------------------
                                                         -------------------------------------------------
</TABLE>

SEE ACCOMPANYING NOTES.


19

<PAGE>

                                       Fortis Benefits Insurance Company
                                               Variable Account D

                                Statements 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 administrative
  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 and administrative 
  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
                                             ------------------------------------------------------------
<S>                                          <C>            <C>           <C>           <C>
OPERATIONS
Dividend income                                $    1,508   $   23,677     $         -    $  100,392,623
Mortality and expense and administrative
  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 and administrative
  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.


20

<PAGE>

                    Fortis Benefits Insurance Company
                           Variable Account D

                     Notes to Financial Statements

                           December 31, 1998


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. The variable annuity 
contracts are sold under the names of EmPower Variable Annuity, Opportunity 
Variable Annuity, Norwest Passage Variable Annuity, Masters Variable Annuity 
and Value Advantage Plus Variable Annuity.

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.

INVESTMENT INCOME

Dividend income distributions from subaccounts are 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.


                                                                            21
<PAGE>

                    Fortis Benefits Insurance Company
                            Variable Account D

                 Notes to Financial Statements (continued)


3. INVESTMENTS

There were fifty-two subaccounts within the Account. Investment in shares of 
the Fortis Series Fund, Inc. (the Series) 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. 
Investments in the other subaccounts are valued at the net asset (market) 
value per share at the close of business on December 31, 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.

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 aggregate cost of investments sold 
or redeemed were as follows:

<TABLE>
<CAPTION>

   YEAR ENDED DECEMBER 31, 1998
                                                        SHARES                   
                                        ----------------------------------     COST OF      COST OF SALES/
                                             PURCHASED            SOLD        PURCHASES      REDEMPTIONS
                                        -------------------------------------------------------------------
<S>                                     <C>                     <C>        <C>              <C>
   Fortis Series Fund, Inc.:
     Growth Stock                             1,004,034         2,196,640  $  34,564,496    $  49,323,884
     U.S. Government Securities               3,437,980         2,901,372     37,574,748       31,231,425
     Money Market                             5,363,997         3,716,023     59,807,526       41,094,061
     Asset Allocation                         2,001,168         1,458,017     39,169,557       21,805,287
     Diversified Income                       1,549,018           782,457     18,578,490        9,205,964
     Global Growth                              285,660         2,261,137      5,881,403       32,137,640
     Aggressive Growth                          487,885           901,804      6,949,264       11,448,325
     Growth & Income                          1,726,589           629,713     34,640,523        9,208,139
     High Yield                               2,152,596           667,421     22,332,030        6,851,079
     Global Asset Allocation                    936,706           250,285     13,387,020        3,303,440
     Global Bond                                631,500           440,320      7,223,628        4,874,924
     International Stock                      1,503,232           902,541     22,109,990       10,559,299
     Value                                    1,993,402           477,833     28,301,911        5,961,110
     S & P 500                                6,188,109         1,534,358    103,691,257       21,915,415
     Blue Chip Stock                          3,595,998           155,356     59,682,314        2,458,315
     Mid Cap Stock                            1,205,928            26,346     11,065,855          244,582
     Large Cap Growth                         1,260,680            22,820     12,882,373          236,243
     Small Cap Value                          1,598,441            74,837     14,760,208          679,909
</TABLE>

                                                                            22
<PAGE>

                    Fortis Benefits Insurance Company
                            Variable Account D

                 Notes to Financial Statements (continued)


3. INVESTMENTS (CONTINUED)

<TABLE>
<CAPTION>

YEAR ENDED DECEMBER 31, 1998 (CONTINUED)
                                                         SHARES                   
                                        ----------------------------------     COST OF      COST OF SALES/
                                             PURCHASED             SOLD       PURCHASES       REDEMPTIONS
                                        -------------------------------------------------------------------
<S>                                     <C>                   <C>          <C>             <C>
   Norwest Select Fund:
     ValuGrowth                                 660,500           120,742  $  10,080,966   $    1,743,062
     Income Bond                              1,183,655            82,025     15,190,412          975,994
     Small Company Stock                        517,603           197,617      6,364,683        2,267,785
     Income Equity                            2,588,219           119,655     38,818,850        1,566,941

   Scudder Variable Life Investment
     Fund:
     International                              195,728            58,024      2,707,547          757,852

   AIM Variable Insurance Funds, Inc.:
     V.I. Value Fund                            193,718             4,299      4,614,430          102,326
     V.I. International Equity                   83,290             3,047      1,610,547           59,224

   Alliance Variable Product Series:
     Money Market                           277,309,836       267,800,970    277,309,836      267,800,970
     International                            6,931,865         7,035,341    113,161,466      114,619,502
     Premier Growth                           1,715,690         1,530,908     44,442,119       38,957,251

   SAFECO Resource Series:
     Growth                                   1,515,642         1,412,953     38,859,385       37,036,558
     Equity                                     184,338           165,126      5,124,882        4,456,822

   Federated Insurance Series:
     U.S. Government Securities II              820,671           746,374      8,905,396        8,074,854
     High Income Bond Fund II                 1,126,285         1,022,148     12,186,466       11,127,120
     Utility II                                 479,568           523,631      6,847,132        7,410,506
     American Leaders II                      1,344,922         1,430,779     26,630,270       28,235,656

   Lexington Funds, Inc.:
     Natural Resources Trust                    126,536           155,785      1,803,493        2,321,670
     Emerging Markets                           200,566           261,939      1,660,324        2,220,131

   MFS Variable Insurance Trust:
     Emerging Growth                          1,634,214         1,576,261     29,099,913       27,298,816
     High Income                                494,434           245,098      5,823,056        2,923,331
     World Government                           135,626           116,366      1,431,215        1,215,758

   Montgomery Variable Funds:
     Emerging Markets                           454,651           469,946      3,569,185        3,929,685
     Growth                                      63,835           140,023        986,435        2,017,062

   Strong Variable Insurance Funds:
     Discovery II                               675,218           656,764      8,763,127        8,532,369
     International II                         1,257,834         1,256,817     11,443,866       11,463,870
</TABLE>

                                                                            23
<PAGE>

                    Fortis Benefits Insurance Company
                            Variable Account D

                 Notes to Financial Statements (continued)


3. INVESTMENTS (CONTINUED)

<TABLE>
<CAPTION>

YEAR ENDED DECEMBER 31, 1998 (CONTINUED)
                                                        SHARES                   
                                        ----------------------------------     COST OF      COST OF SALES/
                                             PURCHASED            SOLD        PURCHASES       REDEMPTIONS
                                        --------------------------------------------------------------------
<S>                                     <C>                   <C>          <C>             <C>
   American Century Investments:
     VP Balanced                                407,610           317,069  $   3,273,769   $    2,598,449
     VP Growth                                2,372,711         2,372,936     22,197,131       22,241,817

   Van Eck Worldwide Insurance Trust:
     Worldwide Bond Fund                        305,599           259,118      3,626,200        3,028,455
     Worldwide Hard Assets Fund                 328,539           372,387      4,259,973        5,164,336

   Neuberger & Berman, Inc.:
     AMT Limited Maturity Bond                  110,676            85,614      1,514,107        1,178,182
     AMT Partners                                73,345            56,959      1,450,417        1,142,691

   INVESCO, Inc.:
     Health & Sciences                          396,457           288,098      5,237,262        3,693,243
     Industrial Income                           59,410            50,171      1,080,973          910,791
     Technology                                 377,427           305,735      4,731,507        3,821,594
</TABLE>
<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
</TABLE>

                                                                            24
<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>
   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
     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
</TABLE>

                                                                            25
<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>
   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>

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, 1998:

<TABLE>
<CAPTION>
                                                                                COST OF
                                                            SHARES               SHARES
                                                    ----------------------------------------
<S>                                                 <C>                      <C>
   Fortis Series Fund, Inc.:
     Global Asset Allocation                                 295,866         $   3,157,156
     Global Bond                                             518,788             5,284,827
     Blue Chip Stock                                         341,964             3,476,065
     Mid Cap Stock                                           415,011             4,149,550
     Large Cap Growth                                        415,001             4,150,216
     Small Cap Value                                         415,035             4,144,455
</TABLE>

                                                                            26
<PAGE>

                    Fortis Benefits Insurance Company
                            Variable Account D

                 Notes to Financial Statements (continued)


4. ORGANIZATIONAL EXPENSES AND OTHER CHARGES

ORGANIZATION EXPENSES

Fortis Benefits assumes all organizational expenses of the Account.

ADMINISTRATION CHARGE

A $35 annual contract administrative charge is deducted each contract year 
from the value of each Opportunity Variable Annuity and Masters Variable 
Annuity and $30 for each EmPower Variable Annuity, 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 and $100,000 for the EmPower Variable Annuity.

In addition, 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 
EmPower Variable Annuity and Norwest Passage Variable Annuity the daily 
charge is assessed at an annual rate of 0.15%.

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 EmPower Variable Annuity, the mortality and expense risk charge is 
assessed at an annual rate of 1.10%. For the Value Advantage Plus Variable 
Annuity the mortality and expense risk charge is assessed at an annual rate 
of 0.45%.


                                                                            27
<PAGE>

                    Fortis Benefits Insurance Company
                            Variable Account D

                 Notes to Financial Statements (continued)


5. SURRENDER AND PREMIUM TAX CHARGES

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 Masters 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 Masters Variable Annuity any earnings that have not been previously
      surrendered.

   -  For EmPower Variable Annuity and 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 Masters Variable Annuity contracts, 
with a sliding scale down to zero by the end of the seventh year.

                                                                            28
<PAGE>

                    Fortis Benefits Insurance Company
                            Variable Account D

                 Notes to Financial Statements (continued)


5. SURRENDER AND PREMIUM TAX CHARGES (CONTINUED)

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.

Surrender and premium tax charges are included in redemptions and are paid 
directly to Fortis Benefits. The surrender and premium tax charges collected 
by Fortis Benefits were $4,332,105 and $3,567,880 in 1998 and 1997, 
respectively.

6. 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.

7. RELATED PARTY TRANSACTIONS

Fortis Advisers, Inc. (Fortis Advisers), an affiliate of Fortis Benefits, 
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 
through 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 are not available 
on an individual variable account basis. Fees for all variable accounts to 
which Fortis Advisers provided investment management services amounted to 
$17,790,513 and $14,415,172 in 1998 and 1997, respectively.


                                                                            29
<PAGE>

                    Fortis Benefits Insurance Company
                            Variable Account D

                 Notes to Financial Statements (continued)


8. 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 Insurance Company, Fortis Advisers and certain 
other third parties.

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 mid 
1999.

The costs related to the Year 2000 issue are not expected to have a material 
impact on Fortis Benefits' and Fortis Advisers' results of operations or 
financial condition. This expectation is subject to uncertainties that could 
cause actual results to differ materially. Factors that could influence the 
total costs to be incurred by Fortis Benefits and Fortis Advisers in 
connection with the Year 2000 issue include the ability of Fortis Benefits 
and Fortis Advisers 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 Fortis Benefits and Fortis 
Advisers to successfully address their Year 2000 issues.

Fortis Benefits and Fortis Advisers are evaluating the Year 2000 readiness of 
advisors and other third parties whose system failures could have an impact 
on Fortis Benefits' and Fortis Advisers' operations. The potential 
materiality of any such impact is not entirely known at this time. Fortis 
Benefits and Fortis Advisers are closely monitoring these entities to avoid 
any unforeseen circumstances.


                                                                            30
<PAGE>

                    Fortis Benefits Insurance Company
                            Variable Account D

                 Notes to Financial Statements (continued)


8. YEAR 2000 ISSUE (UNAUDITED) (CONTINUED)

Fortis Benefits' and Fortis Advisers' Year 2000 project includes establishing 
Year 2000 contingency plans for all key business units. These plans are being 
developed and are expected to be substantially complete by the end of the 
first quarter of 1999. These plans will continue to be refined throughout 
1999 as additional information related to potential Year 2000 exposure is 
gathered.








                                                                            31
<PAGE>
REPORT OF INDEPENDENT AUDITORS
 
The 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 (B) and Fortis (NL)
N.V., as of December 31, 1998 and 1997, 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, 1998. 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, 1998 and 1997, and the results of its operations and its
cash flows for each of three years in the period ended December 31, 1998, in
conformity with generally accepted accounting principles.
 
                                                    /s/ Ernst & Young, LLP
February 19, 1999
Minneapolis, MN
 
                                      F-1
<PAGE>
BALANCE SHEETS
FORTIS BENEFITS INSURANCE COMPANY
(IN THOUSANDS, EXCEPT SHARE DATA)
 
<TABLE>
<CAPTION>
                                                                     DECEMBER 31
                                                              -------------------------
                                                                 1998          1997
                                                              -----------   -----------
<S>                                                           <C>           <C>
ASSETS
Investments:
  Fixed maturities, at fair value (amortized cost
   1998--$2,315,904; 1997--$2,325,589)......................  $ 2,402,343   $ 2,415,915
  Equity securities, at fair value (cost 1998--$141,947;
   1997--$88,719)...........................................      157,851       109,832
  Mortgage loans on real estate, less allowance for possible
   losses (1998 and 1997--$11,085)..........................      610,131       602,064
  Policy loans..............................................       74,950        68,566
  Short-term investments....................................       31,868        70,537
  Real estate and other investments.........................       56,297        55,035
                                                              -----------   -----------
                                                                3,333,440     3,321,949
 
Cash and cash equivalents...................................          668         9,901
 
Receivables:
  Uncollected premiums......................................       61,883        74,220
  Reinsurance recoverable on unpaid and paid losses.........       14,853        13,852
  Other.....................................................       17,641        19,762
                                                              -----------   -----------
                                                                   94,377       107,834
Accrued investment income...................................       42,831        47,376
Deferred policy acquisition costs...........................      331,938       291,742
Property and equipment at cost, less accumulated
 depreciation...............................................       30,712        42,773
Deferred federal income taxes...............................       17,904        15,037
Other assets................................................        3,923         4,250
Assets held in separate accounts............................    3,742,403     2,978,622
                                                              -----------   -----------
TOTAL ASSETS................................................  $ 7,598,196   $ 6,819,484
                                                              -----------   -----------
                                                              -----------   -----------
</TABLE>
 
                            See accompanying notes.
 
                                      F-2
<PAGE>
BALANCE SHEETS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
(IN THOUSANDS, EXCEPT SHARE DATA)
 
<TABLE>
<CAPTION>
                                                                     DECEMBER 31
                                                              -------------------------
                                                                 1998          1997
                                                              -----------   -----------
<S>                                                           <C>           <C>
POLICY RESERVES, LIABILITIES AND SHAREHOLDER'S EQUITY
POLICY RESERVES AND LIABILITIES:
  Future policy benefit reserves:
    Traditional life insurance..............................  $   450,776   $   449,017
    Interest sensitive and investment products..............    1,238,125     1,264,227
    Accident and health.....................................      861,334       792,249
                                                              -----------   -----------
                                                                2,550,235     2,505,493
  Unearned revenues.........................................       13,393        10,653
  Other policy claims and benefits payable..................      255,350       260,596
  Policyholder dividends payable............................        8,189         8,197
                                                              -----------   -----------
                                                                2,827,167     2,784,939
 
  Debt......................................................       20,141        26,433
  Accrued expenses..........................................       57,860        49,909
  Current income taxes payable..............................        4,168        10,549
  Other liabilities.........................................       86,226       113,222
  Due to affiliates.........................................        9,479         6,925
  Liabilities related to separate accounts..................    3,707,687     2,947,401
                                                              -----------   -----------
TOTAL POLICY RESERVES AND LIABILITIES.......................    6,712,728     5,939,378
 
COMMITMENTS AND CONTINGENCIES
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.........................................      344,605       332,723
  Accumulated other comprehensive income....................       67,863        74,383
                                                              -----------   -----------
TOTAL SHAREHOLDER'S EQUITY..................................      885,468       880,106
                                                              -----------   -----------
TOTAL POLICY RESERVES, LIABILITIES AND SHAREHOLDER'S
 EQUITY.....................................................  $ 7,598,196   $ 6,819,484
                                                              -----------   -----------
                                                              -----------   -----------
</TABLE>
 
                            See accompanying notes.
 
                                      F-3
<PAGE>
FORTIS BENEFITS INSURANCE COMPANY
STATEMENTS OF INCOME
(IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                     YEAR ENDED DECEMBER 31
                                                                                 -------------------------------
                                                                                   1998       1997       1996
                                                                                 ---------  ---------  ---------
<S>                                                                              <C>        <C>        <C>
REVENUES
  Insurance operations:
    Traditional life insurance premiums........................................  $ 260,567  $ 269,540  $ 258,496
    Interest sensitive and investment product policy charges...................     85,551     77,429     63,336
    Accident and health insurance premiums.....................................    953,652    891,037    974,046
                                                                                 ---------  ---------  ---------
                                                                                 1,299,770  1,238,006  1,295,878
  Net investment income........................................................    234,043    228,724    206,023
  Net realized gains on investments............................................     52,404     41,101     25,731
  Other income.................................................................     44,671     36,458     31,725
                                                                                 ---------  ---------  ---------
    TOTAL REVENUES.............................................................  1,630,888  1,544,289  1,559,357
 
BENEFITS AND EXPENSES
  Benefits to policyholders:
    Traditional life insurance.................................................    189,337    204,497    220,227
    Interest sensitive investment products.....................................     96,178    103,077     90,358
    Accident and health claims.................................................    798,036    707,113    778,439
                                                                                 ---------  ---------  ---------
                                                                                 1,083,551  1,014,687  1,089,024
 
Policyholder dividends.........................................................      3,486      2,935      4,169
Amortization of deferred policy acquisition costs..............................     33,365     43,931     39,325
Insurance commissions..........................................................    118,710    107,378     94,723
General and administrative expenses............................................    299,492    273,128    242,825
                                                                                 ---------  ---------  ---------
    TOTAL BENEFITS AND EXPENSES................................................  1,538,604  1,442,059  1,470,066
                                                                                 ---------  ---------  ---------
Income before federal income taxes.............................................     92,284    102,230     89,291
Federal income taxes...........................................................     30,402     35,120     31,099
                                                                                 ---------  ---------  ---------
NET INCOME.....................................................................  $  61,882  $  67,110  $  58,192
                                                                                 ---------  ---------  ---------
                                                                                 ---------  ---------  ---------
</TABLE>
 
                            See accompanying notes.
 
                                      F-4
<PAGE>
STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
FORTIS BENEFITS INSURANCE COMPANY
(IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                                                 ACCUMULATED
                                                                                 ADDITIONAL                         OTHER
                                                                    COMMON        PAID-IN        RETAINED       COMPREHENSIVE
                                                     TOTAL          STOCK         CAPITAL        EARNINGS       (LOSS) INCOME
                                                  ------------   ------------   ------------   -------------   ---------------
<S>                                               <C>            <C>            <C>            <C>             <C>
Balance, January 1, 1996........................     $ 711,098      $  5,000       $408,000        $207,421       $ 90,677
  Comprehensive income (loss):
    Net income..................................        58,192            --             --          58,192             --
    Change in unrealized gains (losses) on
     investments, net...........................       (48,617)           --             --              --        (48,617)
                                                  ------------
  Total Comprehensive income (loss).............         9,575
  Additional paid-in capital....................        60,000            --         60,000              --             --
                                                  ------------        ------    ------------   -------------       -------
Balance, December 31, 1996......................       780,673         5,000        468,000         265,613         42,060
  Comprehensive income:
    Net income..................................        67,110            --             --          67,110             --
    Change in unrealized gains (losses) on
     investments, net...........................        32,323            --             --              --         32,323
                                                  ------------        ------    ------------   -------------       -------
  Total Comprehensive income....................        99,433
                                                  ------------
Balance, December 31, 1997......................       880,106         5,000        468,000         332,723         74,383
  Comprehensive income (loss):
    Net income..................................        61,882            --             --          61,882             --
    Change in unrealized gains (losses) on
     investments, net...........................        (6,520)           --             --              --         (6,520)
                                                  ------------
  Total Comprehensive income (loss).............        55,362
  Dividend......................................       (50,000)           --             --         (50,000)            --
                                                  ------------        ------    ------------   -------------       -------
Balance, December 31, 1998......................     $ 885,468      $  5,000       $468,000        $344,605       $ 67,863
                                                  ------------        ------    ------------   -------------       -------
                                                  ------------        ------    ------------   -------------       -------
</TABLE>
 
                            See accompanying notes.
 
                                      F-5
<PAGE>
STATEMENTS OF CASH FLOWS
FORTIS BENEFITS INSURANCE COMPANY
(IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                         YEAR ENDED DECEMBER 31
                                                                                  -------------------------------------
                                                                                     1998         1997         1996
                                                                                  -----------  -----------  -----------
<S>                                                                               <C>          <C>          <C>
OPERATING ACTIVITIES
  Net income....................................................................  $    61,882  $    67,110  $    58,192
  Adjustments to reconcile net income to net cash provided by operating
   activities:
    Increase (decrease) in future policy benefit reserves for traditional,
     interest sensitive and acc and health policies.............................      106,135       (2,496)      26,193
    (Decrease) increase in other policy claims and benefits and policyholder
     dividends payable..........................................................       (2,514)      68,070       18,638
    Provision for deferred federal income taxes.................................          417       (6,449)      (1,094)
    (Decrease) increase in income taxes payable.................................       (6,381)      (6,875)      12,049
    Amortization of deferred policy acquisition costs...........................       33,365       43,931       39,325
    Policy acquisition costs deferred...........................................      (73,147)     (69,694)     (66,515)
    Provision for mortgage loan losses..........................................           --        1,388        1,344
    Provision for depreciation..................................................       12,409       14,351       17,312
    Write-off of investment.....................................................           --        3,000           --
    Amortization of investment (discounts) premiums, net........................       (3,200)        (466)       1,821
    Change in receivables, accrued investment income, unearned premiums, accrued
     expenses and other liabilities.............................................       (4,455)      (2,720)      38,614
    Net realized gains on investments...........................................      (52,404)     (41,101)     (25,731)
    Other.......................................................................          169      (12,496)        (261)
                                                                                  -----------  -----------  -----------
        NET CASH PROVIDED BY OPERATING ACTIVITIES...............................       72,276       55,553      119,887
 
INVESTING ACTIVITIES
  Purchases of fixed maturity investments.......................................   (2,380,511)  (3,611,770)  (2,778,352)
  Sales and repayments of fixed maturity investments............................    2,428,207    3,378,898    2,652,887
  Decrease (increase) in short-term investments.................................       38,669      112,280      (29,318)
  Purchases of other investments................................................     (408,998)    (209,771)    (210,182)
  Sales of other investments....................................................      352,873      205,084      163,569
  Purchases of property and equipment...........................................         (356)      (4,242)     (10,992)
  Other.........................................................................           --         (617)          --
                                                                                  -----------  -----------  -----------
        NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES.....................       29,884     (130,138)    (212,388)
 
FINANCING ACTIVITIES
  Activities related to investment products:
    Considerations received.....................................................      215,693      200,760      128,446
    Surrenders and death benefits...............................................     (326,457)    (190,361)    (125,274)
    Interest credited to policyholders..........................................       49,371       53,613       49,802
  Dividend......................................................................      (50,000)          --           --
  Additional paid-in capital from shareholder...................................           --           --       60,000
                                                                                  -----------  -----------  -----------
        NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES.....................     (111,393)      64,012      112,974
                                                                                  -----------  -----------  -----------
(Decrease) increase in cash and cash equivalents................................      ( 9,233)     (10,573)      20,473
        CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR..........................        9,901       20,474            1
                                                                                  -----------  -----------  -----------
        CASH AND CASH EQUIVALENTS AT END OF YEAR................................  $       668  $     9,901  $    20,474
                                                                                  -----------  -----------  -----------
                                                                                  -----------  -----------  -----------
NON CASH ACTIVITY
  Investment acquired through issuance of debt..................................  $    11,948  $    18,100           --
                                                                                  -----------  -----------  -----------
</TABLE>
 
                            See accompanying notes.
 
                                      F-6
<PAGE>
NOTES TO FINANCIAL STATEMENTS
FORTIS BENEFITS INSURANCE COMPANY
 
DECEMBER 31, 1998
 
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 (B) and Fortis (NL) N.V. 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
 
During 1998, the Company adopted Statement of Financial Accounting Standards
Board (SFAS) 130, REPORTING COMPREHENSIVE INCOME. SFAS 130 establishes new rules
for the reporting and display of comprehensive income and its components;
however, the adoption of this SFAS had no impact on the Company's net income or
shareholder's equity. SFAS 130 requires unrealized gains or losses on the
Company's available-for-sale securities, which prior to adoption were reported
separately in shareholder's equity, to be included in other comprehensive
income. Prior year financial statements have been reclassified to conform to the
requirements of SFAS 130.
 
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 1998, 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 and long-term care products (included
as accident and health 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
(excluding long-term care) 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 accumulated other comprehensive
income 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.
 
                                      F-7
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
1.  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    (CONTINUED)
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.
 
Real estate and other investments consists principally of property acquired in
satisfaction of debt and limited partnerships, respectively. Real estate is
recorded at cost less allowances for depreciation. The Company provides for
depreciation on a straight-line basis over the estimated useful lives. Other
investments are accounted for using the equity basis of accounting.
 
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.
 
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. Deferred tax assets
and liabilities are determined based on the temporary 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 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 and represent funds held for the
exclusive benefit of the variable annuity and variable life insurance contract
owners.
 
The Company receives mortality and expense risk fees from the separate accounts.
The Company also deducts monthly cost of insurance charges, and receives minimum
death benefit guarantee fees and issue and administrative fees from the variable
life insurance separate accounts.
 
The Company makes contractual mortality assurances to the variable annuity
contract owners that the net assets of the separate accounts will not be
affected by future variations in the actual life expectancy experience of the
annuitants and beneficiaries from the mortality assumptions implicit in the
annuity contracts. The Company makes periodic fund transfers to, or withdrawals
from, the separate account assets for such actuarial adjustments for variable
annuities that are in the benefit payment period. The Company also guarantees
that the rates at which administrative fees are deducted from contract funds
will not exceed contractual maximums.
 
For variable life insurance, the Company guarantees that the rates at which
insurance charges and administrative fees are deducted from contract funds will
not exceed contractual maximums. The Company also guarantees that the death
benefit will continue payable at the initial level regardless of investment
performance so long as minimum premium payments are made.
 
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 relating to current insolvencies.
 
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.
 
RECLASSIFICATIONS
 
Certain amounts in the 1997 and 1996 financial statements have been reclassified
to conform to the 1998 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 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     FAIR
                                                    COST         GAIN        LOSS         VALUE
                                                 -----------   ---------   ---------   -----------
<S>                                              <C>           <C>         <C>         <C>
December 31, 1998
Fixed maturities:
  Governments..................................  $   321,047   $  5,994    $    436    $   326,605
  Public utilities.............................      190,792      7,769       1,704        196,857
  Industrial and miscellaneous.................    1,723,183     79,137       6,451      1,795,869
  Other........................................       80,882      2,181          51         83,012
                                                 -----------   ---------   ---------   -----------
  Total fixed maturities.......................    2,315,904     95,081       8,642      2,402,343
  Equity securities............................      141,947     18,238       2,334        157,851
                                                 -----------   ---------   ---------   -----------
    Total......................................  $ 2,457,851   $113,319    $ 10,976    $ 2,560,194
                                                 -----------   ---------   ---------   -----------
                                                 -----------   ---------   ---------   -----------
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
                                                 -----------   ---------   ---------   -----------
                                                 -----------   ---------   ---------   -----------
</TABLE>
 
The amortized cost and fair value of available-for-sale investments in fixed
maturities at December 31, 1998, by contractual maturity, are shown below (in
thousands).
 
<TABLE>
<CAPTION>
                                                                         AMORTIZED       FAIR
                                                                           COST          VALUE
                                                                        -----------   -----------
<S>                                                                     <C>           <C>
Due in one year or less...............................................  $    89,349   $    89,935
Due after one year through five years.................................      759,046       775,131
Due after five years through ten years................................      614,280       640,042
Due after ten years...................................................      853,229       897,235
                                                                        -----------   -----------
Total.................................................................  $ 2,315,904   $ 2,402,343
                                                                        -----------   -----------
                                                                        -----------   -----------
</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 36% and 37% of outstanding principal
is concentrated in the states of New York, California and Florida, at December
31, 1998 and 1997, respectively. Loan commitments outstanding totaled
$11,590,000 at December 31, 1998.
 
INVESTMENTS ON DEPOSIT
 
The Company had fixed maturities carried at $19,978,000 and $2,548,000 at
December 31, 1998 and 1997, 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 of $8,132,000 was written-off at December
31, 1997.
 
                                      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) on investments recorded in
accumulated other comprehensive income for the year ended December 31, are set
forth below (in thousands):
 
<TABLE>
<CAPTION>
                                                                              TAX
                                                             BEFORE-TAX    (BENEFIT)   NET-OF-TAX
                                                               AMOUNT       EXPENSE      AMOUNT
                                                             -----------  -----------  -----------
<S>                                                          <C>          <C>          <C>
December 31, 1998
Unrealized gains (losses) on investments:
  Unrealized gains (losses) on available-for-sale
   investments.............................................   $  32,614    $ (11,562)   $  21,052
  Decrease (increase) in amortization of deferred policy
   acquisition costses.....................................         414         (145)         269
  Reclassification adjustment for gains realized in net
   income..................................................     (42,832)      14,991      (27,841)
                                                             -----------  -----------  -----------
Other comprehensive income (loss)..........................   $  (9,804)   $   3,284    $  (6,520)
                                                             -----------  -----------  -----------
                                                             -----------  -----------  -----------
December 31, 1997
Unrealized gains (losses) on investments:
  Unrealized gains (losses) on available-for-sale
   investments.............................................   $  93,826    $ (33,796)   $  60,030
  Decrease (increase) in amortization of deferred policy
   acquisition costs.......................................      (2,096)         771       (1,325)
  Reclassification adjustment for gains realized in net
   income..................................................     (40,587)      14,205      (26,382)
                                                             -----------  -----------  -----------
Other comprehensive income.................................   $  51,143    $ (18,820)   $  32,323
                                                             -----------  -----------  -----------
                                                             -----------  -----------  -----------
December 31, 1996
Unrealized gains (losses) on investments:
  Unrealized gains (losses) on available-for-sale
   investments.............................................   $ (61,450)   $  24,823    $ (36,627)
  Decrease (increase) in amortization of deferred policy
   acquisition costs.......................................       3,376       (1,316)       2,060
  Reclassification adjustment for gains realized in net
   income..................................................     (21,615)       7,565      (14,050)
                                                             -----------  -----------  -----------
Other comprehensive loss...................................   $ (79,689)   $  31,072    $ (48,617)
                                                             -----------  -----------  -----------
                                                             -----------  -----------  -----------
</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>
                                                                    1998       1997       1996
                                                                  ---------  ---------  ---------
<S>                                                               <C>        <C>        <C>
NET INVESTMENT INCOME
Fixed maturities................................................  $ 160,163  $ 160,444  $ 141,973
Equity securities...............................................      8,656      9,306      6,682
Mortgage loans on real estate...................................     57,031     54,662     52,949
Policy loans....................................................      4,653      4,144      3,195
Short-term investments..........................................      1,701      2,851      5,175
Real estate and other investments...............................      8,194      4,635      5,358
                                                                  ---------  ---------  ---------
                                                                    240,398    236,042    215,332
Expenses........................................................     (6,355)    (7,318)    (9,309)
                                                                  ---------  ---------  ---------
                                                                  $ 234,043  $ 228,724  $ 206,023
                                                                  ---------  ---------  ---------
                                                                  ---------  ---------  ---------
NET REALIZED GAINS ON INVESTMENTS
Fixed maturities................................................  $  34,320  $  13,827  $   3,334
Equity securities...............................................      8,512     26,760     18,281
Mortgage loans on real estate...................................       (198)       301       (144)
Short-term investments..........................................          5         --         57
Real estate and other investments...............................      9,765        213      4,203
                                                                  ---------  ---------  ---------
                                                                  $  52,404  $  41,101  $  25,731
                                                                  ---------  ---------  ---------
                                                                  ---------  ---------  ---------
</TABLE>
 
Proceeds from sales of investments in fixed maturities were $2,460,316,000,
$3,360,682,000 and $2,652,887,000 in 1998, 1997 and 1996, respectively. Gross
gains of $44,360,000, $30,860,000 and $28,606,000 and gross losses of
$10,040,000, $17,033,000 and $25,272,000 were realized on the sales in 1998,
1997 and 1996, respectively.
 
                                      F-10
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
4.  DEFERRED POLICY ACQUISITION COSTS
 
    The changes in deferred policy acquisition costs by product were as follows
(in thousands):
 
<TABLE>
<CAPTION>
                                                              INTEREST
                                                            SENSITIVE AND    ACCIDENT
                                              TRADITIONAL    INVESTMENT         AND
                                                 LIFE         PRODUCTS        HEALTH       TOTAL
                                              -----------  ---------------  -----------  ---------
<S>                                           <C>          <C>              <C>          <C>
Balance January 1, 1997.....................   $  33,157      $ 221,036      $  13,882   $ 268,075
Acquisition costs deferred..................          --         69,694             --      69,694
Acquisition costs amortized.................     (10,988)       (24,251)        (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..................      22,169        264,383          5,190     291,742
Acquisition costs deferred..................          --         69,921          3,226      73,147
Acquisition costs amortized.................      (7,609)       (20,256)        (5,500)    (33,365)
Decreased amortization of deferred
 acquisition costs from unrealized gains on
 available-for-sale securities..............          --            414             --         414
                                              -----------  ---------------  -----------  ---------
Balance, December 31, 1998..................   $  14,560      $ 314,462      $   2,916   $ 331,938
                                              -----------  ---------------  -----------  ---------
                                              -----------  ---------------  -----------  ---------
</TABLE>
 
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 was amortized in 1998.
 
During 1998, 1997 and 1996, 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 $3,357,000, $732,000 and $1,894,000, respectively.
 
5.  PROPERTY AND EQUIPMENT
 
    A summary of property and equipment at December 31 for each year follows (in
thousands):
 
<TABLE>
<CAPTION>
                                                                             1998       1997
                                                                           ---------  ---------
<S>                                                                        <C>        <C>
Land.....................................................................  $   1,900  $   1,900
Building and improvements................................................     24,319     24,148
Furniture and equipment..................................................     87,714     87,537
                                                                           ---------  ---------
                                                                             113,933    113,585
Less accumulated depreciation............................................    (83,221)   (70,812)
                                                                           ---------  ---------
Net property and equipment...............................................  $  30,712  $  42,773
                                                                           ---------  ---------
                                                                           ---------  ---------
</TABLE>
 
6.  ACCIDENT AND HEALTH RESERVES
 
    Activity for the liability for unpaid accident and health claims is
summarized as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                     YEAR ENDED DECEMBER 31
                                                                 -------------------------------
                                                                   1998       1997       1996
                                                                 ---------  ---------  ---------
<S>                                                              <C>        <C>        <C>
Balance as of January 1, net of reinsurance recoverables.......  $ 988,036  $ 947,711  $ 928,832
Add: Incurred losses related to:
  Current year.................................................    826,009    773,316    865,907
  Prior years..................................................    (27,973)   (59,634)   (64,094)
                                                                 ---------  ---------  ---------
    Total incurred losses......................................    798,036    713,682    801,813
Deduct: Paid losses related to:
  Current year.................................................    469,881    437,405    549,144
  Prior years..................................................    254,308    235,952    233,790
                                                                 ---------  ---------  ---------
    Total paid losses..........................................    724,189    673,357    782,934
                                                                 ---------  ---------  ---------
Balance as of December 31, net of reinsurance recoverables.....  $1,061,883 $ 988,036  $ 947,711
                                                                 ---------  ---------  ---------
                                                                 ---------  ---------  ---------
</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; and (2) the table above includes accident and health benefits
payable which are included with other policy claims and benefits payable
reported on the balance sheet.
 
The liability for unpaid accident and health claims includes $915,368,000,
$854,940,000 and $805,510,000 of total disability income reserves as of December
31, 1998, 1997 and 1996, respectively, which were discounted for anticipated
interest earnings assuming a 6.0% interest rate.
 
                                      F-11
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
6.  ACCIDENT AND HEALTH RESERVES (CONTINUED)
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.
 
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. (Fortis). 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.
 
The significant components of the Company's deferred tax liabilities and assets
as of December 31, 1998 and 1997 are as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                             1998       1997
                                                                           ---------  ---------
<S>                                                                        <C>        <C>
Deferred tax assets:
  Separate account assets/liabilities....................................  $  87,300  $  56,620
  Reserves...............................................................     27,586     43,143
  Claims and benefits payable............................................      8,089     15,238
  Accrued liabilities....................................................     10,113      8,785
  Investments............................................................      3,861      4,795
  Other..................................................................      2,723      3,042
                                                                           ---------  ---------
    Total deferred tax assets............................................    139,672    131,623
 
Deferred tax liabilities:
  Deferred policy acquisition costs......................................     82,031     72,369
  Unrealized gains.......................................................     35,591     39,015
  Fixed assets...........................................................      3,150      3,914
  Investments............................................................        982      1,220
  Other..................................................................         14         68
                                                                           ---------  ---------
    Total deferred tax liabilities.......................................    121,768    116,586
                                                                           ---------  ---------
    Net deferred tax asset...............................................  $  17,904  $  15,037
                                                                           ---------  ---------
                                                                           ---------  ---------
</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>
                                                                       1998       1997       1996
                                                                     ---------  ---------  ---------
<S>                                                                  <C>        <C>        <C>
Current............................................................  $  30,232  $  41,569  $  32,193
Deferred...........................................................        170     (6,449)    (1,094)
                                                                     ---------  ---------  ---------
                                                                     $  30,402  $  35,120  $  31,099
                                                                     ---------  ---------  ---------
                                                                     ---------  ---------  ---------
</TABLE>
 
Federal income tax payments and refunds resulted in net payments of $36,367,000,
$58,859,000 and $16,434,000 in 1998, 1997 and 1996, respectively.
 
The Company's effective income tax rate varied from the statutory federal income
tax rate as follows:
 
<TABLE>
<CAPTION>
                                                                              1998         1997        1996
                                                                               ---          ---         ---
<S>                                                                        <C>          <C>          <C>
Statutory income tax rate................................................        35.0%        35.0%       35.0%
Other, net...............................................................        (2.1)         (.6)        (.2)
                                                                                  ---          ---         ---
                                                                                 32.9%        34.4%       34.8%
                                                                                  ---          ---         ---
                                                                                  ---          ---         ---
</TABLE>
 
                                      F-12
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
8.  ASSETS HELD IN SEPARATE ACCOUNTS
 
    Separate account assets at December 31 were as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                           1998        1997
                                                                        ----------  ----------
<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...................  $3,707,687  $2,947,401
Assets of the separate accounts owned by the Company, at fair value...      34,716      31,221
                                                                        ----------  ----------
                                                                        $3,742,403  $2,978,622
                                                                        ----------  ----------
                                                                        ----------  ----------
</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 $5,601,000, $5,742,000 and $6,144,000 of premium from First
Fortis in 1998, 1997 and 1996, respectively. The Company has assumed $9,315,000,
$5,452,000 and $3,599,000 of reserves in 1998, 1997 and 1996, respectively, from
First Fortis.
 
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>
                                                                       1998       1997       1996
                                                                     ---------  ---------  ---------
<S>                                                                  <C>        <C>        <C>
Life insurance.....................................................  $   6,983  $   8,159  $   8,680
Accident and health insurance......................................     13,862     13,712      6,793
                                                                     ---------  ---------  ---------
                                                                     $  20,845  $  21,871  $  15,473
                                                                     ---------  ---------  ---------
                                                                     ---------  ---------  ---------
</TABLE>
 
Recoveries under reinsurance contracts for the year ended December 31 were as
follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                       1998       1997       1996
                                                                     ---------  ---------  ---------
<S>                                                                  <C>        <C>        <C>
Life insurance.....................................................  $   4,549  $   2,973  $   7,225
Accident and health insurance......................................      9,465     14,781      5,993
                                                                     ---------  ---------  ---------
                                                                     $  14,014  $  17,754  $  13,218
                                                                     ---------  ---------  ---------
                                                                     ---------  ---------  ---------
</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 $47,341,000 free from such restrictions
as December 31, 1998. 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 the Minnesota Department of
Commerce. 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. While the NAIC
has recently completed a project to codify statutory accounting practices, which
may result in changes to the accounting practices that insurance enterprises use
to prepare their statutory-basis financial statements, adoption by Minnesota is
not anticipated before 2001.
 
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 (LOSS)         SHAREHOLDER'S EQUITY
                                             -------------------------------  --------------------
                                               1998       1997       1996       1998       1997
                                             ---------  ---------  ---------  ---------  ---------
<S>                                          <C>        <C>        <C>        <C>        <C>
Based on statutory accounting practices....  $  14,841  $  62,593  $  55,046  $ 478,405  $ 528,671
Deferred policy acquisition costs..........     39,782     25,763     27,190    331,938    291,742
Investment valuation differences...........        745       (497)    (2,219)   100,165     80,245
Deferred and uncollected premiums..........   (103,982)  (107,194)    (4,096)    (7,246)    (7,453)
Policy reserves............................     97,452     89,895    (19,873)  (156,889)  (150,649)
Commissions................................         --     (3,171)    (1,639)        --         --
Current income taxes payable...............        925      6,450      2,386    (10,920)     3,712
Deferred income taxes......................       (417)     6,449     (1,094)    17,904       (520)
Realized gains on investments..............        356        251      2,599         --         --
Realized gains transferred to the Interest
 Maintenance Reserve (IMR), net of tax.....     22,748      9,644      2,335         --         --
Amortization of IMR, net of tax............     (7,128)    (6,315)    (6,130)        --         --
Write-off of investment....................         --    (11,705)        --         --         --
Pension expense............................         81     (4,153)        --     (6,440)    (6,137)
Guaranty Funds.............................         --         --      3,023         --         --
Property and equipment.....................         --         --         --      5,951     15,520
Interest maintenance reserve...............         --         --         --     68,968     53,348
Asset valuation reserve....................         --         --         --     90,986     75,939
Mortgage loans on real estate..............         --         --         --    (20,141)        --
Other, net.................................     (3,521)      (900)       664     (7,213)    (4,312)
                                             ---------  ---------  ---------  ---------  ---------
As reported herein.........................  $  61,882  $  67,110  $  58,192  $ 885,468  $ 880,106
                                             ---------  ---------  ---------  ---------  ---------
                                             ---------  ---------  ---------  ---------  ---------
</TABLE>
 
12. TRANSACTIONS WITH AFFILIATED COMPANIES
 
    The Company receives various services from Fortis 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, 1998,
1997 and 1996, were $13,077,000, $12,015,000 and $13,319,000, respectively.
During 1997 Fortis, Inc. began providing information technology services to the
Company. Information technology expenses were $55,910,000 and $28,525,000 for
years ended December 31, 1998 and 1997, respectively.
 
In conjunction with the marketing of its variable annuity products, the Company
paid $72,638,000, $72,105,000 and $68,616,000 in commissions to its affiliate,
Fortis Investors, Inc., for the years ended December 31, 1998, 1997 and 1996,
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.
 
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. The
carrying amount of policy loans reported in the Balance Sheet approximates fair
value. 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 1998 and 1997, the outstanding balance is considered a
reasonable estimate of fair value. Separate account assets and liabilities are
reported at their estimated fair values in the Balance Sheet.
 
                                      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
                                                              -----------------------------------------------------
                                                                        1998                        1997
                                                              -------------------------   -------------------------
                                                               CARRYING        FAIR        CARRYING        FAIR
                                                                AMOUNT         VALUE        AMOUNT         VALUE
                                                              -----------   -----------   -----------   -----------
<S>                                                           <C>           <C>           <C>           <C>
Assets:
  Investments:
    Securities available-for-sale:
      Fixed maturities......................................  $ 2,402,343   $ 2,402,343   $ 2,415,915   $ 2,415,915
      Equity securities.....................................      157,851       157,851       109,832       109,832
  Mortgage loans on real estate.............................      610,131       662,984       602,064       661,055
  Policy loans..............................................       74,950        74,950        68,566        68,566
  Short-term investments....................................       31,868        31,868        70,537        70,537
  Assets held in separate accounts..........................    3,742,403     3,742,403     2,978,622     2,978,622
Liabilities:
  Individual and group annuities (subject to discretionary
   withdrawal)..............................................  $   923,102   $   894,019   $   977,495   $   945,558
  Debt......................................................       20,141        20,141        26,433        26,433
  Liabilities related to Separate Accounts..................    3,707,687     3,707,687     2,947,401     2,947,401
</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, 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' 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
$1,627,000, $1,594,000 and $1,354,000 for 1998, 1997 and 1996, respectively.
 
The Company participates in a contributory profit sharing plan, sponsored by
Fortis, 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 $3,610,000, $3,926,000 and
$3,913,000 for 1998, 1997 and 1996, 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. Health care benefits, either through a
Fortis-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, 1998, 1997 and 1996 were $0, $304,000 and $290,000, 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
$(5,200), $20,000 and $8,000 in 1998, 1997 and 1996, respectively, as claims
were incurred.
 
                                      F-15
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
16. DEBT
 
    A summary of debt at December 31 for each year follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                               1998       1997
                                                                             ---------  ---------
<S>                                                                          <C>        <C>
Mortgage note bearing a floating interest rate of 200 basis points over
 LIBOR, (5.07% at December 31, 1998 and 5.84% at December 31, 1997)
 adjustable every six months, principal and interest due monthly, matures
 July 2001.................................................................  $   3,088  $   3,150
Mortgage note bearing fixed interest at 7.6% principal and interest due
 monthly, matures October 2002.............................................      5,105      5,183
Mortgage note bearing fixed interest at 6.52%, principal and interest due
 monthly, matures July 2009................................................      5,000         --
Mortgage note bearing fixed interest at 7.14%, principal and interest due
 monthly, matures April 2008...............................................      6,948         --
Mortgage note bearing a floating interest rate of 225 basis points over
 LIBOR.....................................................................         --     18,100
                                                                             ---------  ---------
                                                                             $  20,141  $  26,433
                                                                             ---------  ---------
                                                                             ---------  ---------
</TABLE>
 
Maturities of the debt as of December 31, 1998 are as follows (in thousands):
 
<TABLE>
<S>                                                                                  <C>
1998...............................................................................  $     280
1999...............................................................................        344
2000...............................................................................      3,328
2001...............................................................................      5,030
2002...............................................................................        251
Thereafter.........................................................................     10,908
                                                                                     ---------
                                                                                     $  20,141
                                                                                     ---------
                                                                                     ---------
</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 1998 and 1997 on this debt was
approximately $1,362,000 and $1,075,000, respectively.
 
17. YEAR 2000 (UNAUDITED)
 
INTRODUCTION. The Company relies heavily on information technology ("IT")
systems to conduct its business. These IT systems include both internally
developed and vendor-supplied systems. The Company also has business
relationships with numerous entities including but not limited to financial
institutions, financial intermediaries, third party administrators and other
critical vendors as well as regulators and customers. These entities are
themselves reliant on their IT systems to conduct their businesses. Therefore,
there is a supply chain of dependency among and between all involved entities.
 
STATE OF READINESS. In 1997, the Fortis parent company organized a
multi-disciplinary Year 2000 Project Team ("Team"). The Company is a part of the
Team. The Team consists of employees at each subsidiary, audit, legal and
outside consultants. The Team has developed and is currently executing a
comprehensive plan designed to make the Company's IT systems Year 2000 ready.
The plan covers four stages including (i) inventory, (ii) assessment, (iii)
programming, and (iv) testing and certification. The Company has completed the
inventory stage for its internal hardware, software and telecommunications
systems (mainframe and client/server applications). The assessment process is
also complete and the Company is utilizing both internal and external resources
to reprogram or replace the systems where necessary, and testing the
applications for Year 2000 readiness. Programming, testing and certification of
these systems and applications are targeted for completion by the end of 1999.
 
COSTS. The cost of the Company portion of the Year 2000 project is estimated at
$27.7 million (pre-tax) and is being funded through operating cash flows. Total
Year 2000 project costs are based on management's best estimates, which were
derived utilizing numerous assumptions of future events, including the continued
availability of certain resources, third party modification plans and other
factors. Costs to upgrade and replace systems in the normal course of business
are not included in this estimate. As of December 31, 1998, approximately $15.5
million (pre-tax) had already been expensed. The Company believes that its Year
2000 project generally is on schedule.
 
RISKS. The Company is attempting to limit the potential impact of the Year 2000
by monitoring the progress of its own Year 2000 project and those of its
critical external relationships and by developing contingency/recovery plans.
The Company cannot guarantee that it will be able to identify and/or resolve all
of its Year 2000 issues. Any critical unresolved Year 2000 issues at the Company
or its external relationships, however, could have a material adverse effect on
the Company's results of operations, liquidity or financial condition. If the
Company's Year 2000 issues were unresolved, potential consequence would include,
among other possibilities, the inability to accurately and timely process
benefit claims, update customer's accounts, process financial transactions, bill
customers, assess exposure to risks, determine liquidity requirements or report
accurate data to management, shareholders, customers, regulators and others as
well as business interruptions or shutdowns, financial losses, harm to its
reputation, increased scrutiny by regulators and litigation related to Year 2000
issues.
 
CONTINGENCY PLANS. Consistent with prudent due diligence efforts, the Company
has defined contingency plans aimed at ensuring the continuity of critical
business functions before and after December 31, 1999, should there be an
unexpected system failure. The Company has developed plans that are designed to
reduce the negative impact on Fortis, and provide methods of returning to normal
operations, if failure occurs.
 
                                      F-16
<PAGE>

Appendix A

PERFORMANCE INFORMATION

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

YIELD CALCULATIONS

Yield information for the Money Market Subaccount will be based on the seven
days ended on a specified date. It will be computed by determining the net
change, exclusive of capital changes, in the value of a hypothetical
pre-existing account (after the deduction of all asset based charges) having a
balance of one Accumulation Unit at the beginning of the period and dividing the
difference by the value of the account at the beginning of the base period to
obtain the base period return , and multiplying the base period return by
(365/7), with the resulting yield figure carried to the nearest hundredth of one
percent. The seven day yield for the Money Market Subaccount as of December 31,
1998 was 3.84%.

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,
1998 was 3.91%.

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  ]
              2[(A-B + 1) -1]
                 ---
               [(CD      )  ]

Where:

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

     B  = expenses accrued for the period,

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

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

The following table sets figures for the thirty days ended December 31, 1998.

                 SUBACCOUNT                                 YIELD

           Norwest Income Fund       . . . . . . . . . .   4.46%


                                       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
                                              PERIOD ENDED      PERIOD ENDED      SUBACCOUNT (1) TO
SUBACCOUNT                                    DEC. 31, 1998    DEC. 31, 1998(1)     DEC. 31, 1998
- ----------------------------------------   ----------------    ----------------   ----------------

<S>                                        <C>                 <C>                 <C>
Norwest Income Fund                                    4.62%                N/A               3.94%
Norwest ValuGrowth Stock Fund                         11.57%                N/A              14.14%
Norwest Small Company Stock Fund                     -18.66%                N/A               5.63%
Norwest Income Equity Stock Fund                      13.78%                N/A              12.13%
Fortis Growth Stock Series                            14.36%                N/A              13.43%
Fortis Global Growth Series                            6.81%                N/A              11.31%
Scudder International                                 14.03%                N/A               7.33%
AIM Value                                               N/A                 N/A                N/A
AIM International Equity                                N/A                 N/A                N/A
MFS Emerging Growth                                     N/A                 N/A                N/A
MFS High Income                                         N/A                 N/A                N/A
</TABLE>

- ----------------
(1)  Commencing with the commencement of operations of the Subaccounts on June
     1, 1994, except for Norwest Small Company Stock Fund which commenced
     operations on May 8, 1995, and Norwest Income Equity Stock Fund which
     commenced operations on May 1, 1996 and the AIM and MFS portfolios on May
     1, 1998.

CUMULATIVE TOTAL RETURN

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

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

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

                  CTR = cumulative total return, and

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

                                       A-2
<PAGE>

<TABLE>
<CAPTION>
                                                ONE-YEAR         FIVE-YEAR         COMMENCEMENT OF
                                              PERIOD ENDED      PERIOD ENDED      SUBACCOUNT (1) TO
SUBACCOUNT                                    DEC. 31, 1998    DEC. 31, 1998(1)     DEC. 31, 1998
- ----------------------------------------   ----------------    ----------------   ----------------
<S>                                        <C>                 <C>                 <C>
Norwest Income Fund                            4.62%                N/A              19.38%
Norwest ValuGrowth Stock Fund                 11.57%                N/A              83.24%
Norwest Small Company Stock Fund             -18.66%                N/A              21.24%
Norwest Income Equity  Fund                   13.78%                N/A              52.19%
Fortis Growth Stock Series                    14.36%                N/A              78.12%
Fortis Global Growth Series                    6.81%                N/A              63.37%
Scudder International                         14.03%                N/A              38.24%
AIM Value                                       N/A                 N/A              12.20%
AIM International Equity                        N/A                 N/A              -5.24%
MFS Emerging Growth                             N/A                 N/A               8.36%
MFS High Income                                 N/A                 N/A              -8.21%
</TABLE>

- ----------------
(1)  Commencing with the commencement of operations of the Subaccounts on June
     1, 1994, except for Norwest Small Company Stock Fund which commenced
     operations on May 8, 1995 and Norwest Income Equity Stock Fund which
     commenced operations on May 1, 1996 and the AIM and MFS Portfolios on May
     1, 1998.

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

RATING SERVICES

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


 RATING SERVICE                            CATEGORY


                        Fortis Global Growth Subaccount

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


                         Fortis Growth Stock Subaccount

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


                         Fortis Money Market Subaccount

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


                      Norwest ValuGrowth Stock Subaccount

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



                                      A-3
<PAGE>


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


                     Norwest Small Company Stock Subaccount

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


                        Scudder International Subaccount

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


                                      A-4


<PAGE>

                                     PART C
                                OTHER INFORMATION

Item 24.  FINANCIAL STATEMENT AND EXHIBITS


     a.   Financial Statements included in Part B:
     
          The following financial statements for  Variable Account D:

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

               Statement of Net Assets as of December 31, 1998.

               Statements of Changes in Net Assets for the years ended December
               31, 1998 and 1997.

               Notes to Financial Statements

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

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

               Balance Sheets of Fortis Benefits as of December 31, 1998 and
               1997.

               Statements of Income, Statements of Changes in Shareholder's
               Equity and Statements of Cash Flows of Fortis Benefits for the
               years ended December 31, 1998, 1997 and 1996.

               Notes to Financial Statements for Fortis Benefits. 

          There are no financial statements included in Part A.

     b.   Exhibits:

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

          2.   Not applicable.


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

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

          7.   None.

          8.   Not Applicable.

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

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

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

          11.  Not applicable.

          12.  Not applicable.

          13.  Schedules of computation of each performance quotation provided
               in the registration statement pursuant to Item 21--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
     Business Address         Offices With Depositor
     ----------------         ----------------------

Officer-Directors   
- -----------------

Robert Brian Pollock (2)      President and Chief Executive Officer

Benjamin Cutler (5)           Executive Vice President--Fortis Healthcare
     
Dean C. Kopperud (1)          Executive Vice President--Fortis Financial Group  

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

Other Directors
- ---------------

Allen Royal Freedman (2)      Chairman of the Board

J. Kerry Clayton (2)     
     
<PAGE>

Arie Aristede Fakkert (3)     

A.W. Feagin (6)


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

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

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

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

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:  N.V. AMEV, Archmideslaan 10, 3584 BA Utrecht, The Netherlands.

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

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

(6)  Address:  230 Wesley Dobbs Ave., Atlanta, GA 30303
__________________________

Item 26.  Persons Controlled by or Under Common Control with the Depositor or
          Registrant
                                          
Variable Accounts C and D of Fortis Benefits Insurance Company are separate
accounts of Fortis Benefits, and Variable Accounts A and C of First Fortis Life
Insurance Company ("First Fortis") (which may be deemed to be under common
control with Fortis Benefits) are separate accounts of First Fortis.  These
separate accounts, certain separate accounts assumed by Fortis Benefits from St.
Paul Life Insurance Company, and Fortis Series Fund, Inc. may be deemed to be
controlled by or under common control with Fortis Benefits, although Fortis
Benefits and First Fortis follow voting instructions of variable insurance
contract owners with respect to voting on certain important matters in
connection with these entities.  All of these entities are created under
Minnesota law (or New York law, in the case of Variable Accounts A and C of
First Fortis) and are the funding media for variable life insurance and annuity
contracts issued or assumed by Fortis Benefits or First Fortis.

The chart indicating the persons controlled by or under common control with
Fortis Benefits is hereby incorporated by reference from the response to Item 26
in Post-Effective Amendment No. 6 to the Form N-

<PAGE>

4 registration statement of Fortis Benefits and its Variable Account D filed
simultaneously herewith, File No. 33-37577. Fortis Benefits has no subsidiaries.

Item 27.  NUMBER OF CONTRACT OWNERS

     As of January 31, 1999, there were 6,062 contracts outstanding.

Item 28.  INDEMNIFICATION

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

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

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

<PAGE>

Item 29.  PRINCIPAL UNDERWRITERS

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

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

     Name and Principal       Positions and Offices
     Business Address           with Underwriter
     ------------------        --------------------

Roger W. Arnold *             Sr. 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*             Vice President

Dawn Gores*                   Marketing Officer

Joanne M. Herron*             Assistant Treasurer

John E. Hite*                 Vice President and  Secretary

Carol M. Houghtby*            Vice President, Treasurer and Director

Dean C. Kopperud*             President and Director

Christine D. Pawlenty *       Custom Solutions Group Officer

Mary B. Petersen *            2nd Vice President

Jennifer R. Relien*           Assistant Secretary

____________________________________

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

     (c)   None.

<PAGE>

Item 30.  LOCATION OF ACCOUNTS AND RECORDS

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

Item 31.  MANAGEMENT SERVICES

     None.

Item 32.  UNDERTAKINGS

The registrant hereby undertakes:

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

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

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

Fortis Benefits Insurance Company represents:

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

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

<PAGE>

                                      SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has caused this amended Registration Statement to be signed
on its behalf in the City of St. Paul, State of Minnesota on this 19th day of
April, 1999.

                                 VARIABLE ACCOUNT D OF
                                 FORTIS BENEFITS INSURANCE COMPANY
                                      (Registrant)

                                 By: FORTIS BENEFITS INSURANCE COMPANY

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

                                 FORTIS BENEFITS INSURANCE COMPANY
                                      (Depositor)

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

As required by the Securities Act of 1933 and the Investment Company Act of
1940, this Registration Statement has been signed by the following persons, in
the capacities indicated, on April 19, 1999.

Signature                          Title With Fortis Benefits
- ---------                          --------------------------

*________________________________  Chairman of the Board
 Allen Royal Freedman

*________________________________  Director
 J. Kerry Clayton

 ________________________________  Director
 Arie Aristede Fakkert

 ________________________________  Director
 Alan W. Feagin

 ____/s/_________________________  Director
 Dean C. Kopperud

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

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

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

<PAGE>

                                    EXHIBIT INDEX


EXHIBIT NO.                   


10(a)     Consent of Independent Auditors

13        Schedules of Computation

<PAGE>

                         Consent of Independent Auditors


We consent to the use of our report dated February 19, 1999 on the financial 
statements of Fortis Benefits Insurance Company and our report dated March 19,
1999 on the financial statements of Fortis Benefits Insurance Company 
Variable Account D in Post-Effective Amendment No. 7 to the Registration 
Statement (Form N-4 No. 33-73986) 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 LLP



Minneapolis, Minnesota
April 26, 1999

<PAGE>

                   FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                    SEPARATE ACCOUNT PERFORMANCE CALCULATION

                         NORWEST INCOME FUND SUBACCOUNT

     The subaccount's standardized yield for the 30 day period ended December
31, 1998 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:

                   [          $91,503                6
              2 * { ---------------------------- + 1]  - 1} = 4.46%
                   [  ((1,663,176 * 13.322))

     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, 1998 and unit information
shown below, and adjusting for the annual administration charge, the value of
such investment at December 31, 1998 and the cumulative total return since
inception is as follows:

            Ending Value                 Total Return
            ----------------             -----------------
            $1,046.18                    $1,046.18 - $1,000
                                         ----------------------- =   4.62%
                                               $1,000

Cumulative total return since inception through December 31, 1998, is as
follows:

           $1,193.80 - $1,000
         ----------------------- =  19.38%
                 $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>

         One year ended December 31, 1998:

         $1,046.18/$1,000 - 1 =   4.62%

     Average annual total return since inception of the subaccount through
December 31, 1998 is as follows:

                           1/4.58
         ($1,193.80/$1,000)        - 1 = 3.94%

<TABLE>
<CAPTION>

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


                                      Unit
            Date                      Value
         ----------                 ----------
<S>                                 <C>
         06/01/94                   $  9.988
         12/31/94                      9.877
         12/31/95                     11.404
         12/31/96                     11.509
         12/31/97                     12.379
         12/31/98                     13.322
</TABLE>

<PAGE>

                   FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                    SEPARATE ACCOUNT PERFORMANCE CALCULATION

                    NORWEST VALUGROWTH STOCK FUND 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, 1998 and unit information
shown below, and adjusting for the annual administration charge, the value of
such investment at December 31, 1998 and the cumulative total return since
inception is as follows:

            Ending Value                 Total Return
            ----------------             -----------------
            $1,115.75                    $1,115.75 - $1,000
                                         ----------------------- = 11.57%
                                               $1,000

Cumulative total return since inception through December 31, 1998, is as
follows:

            $1,832.37 - $1,000
         ----------------------- =  83.24%
                  $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, 1998:

         $1,115.75/$1,000 - 1 = 11.57%


<PAGE>



     Average annual total return since inception of the subaccount through
December 31, 1998 is as follows:

                           1/4.58
         ($1,832.37/$1,000)        - 1 = 14.14%

<TABLE>
<CAPTION>

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

                                      Unit
            Date                      Value
         ----------                 ----------
<S>                                 <C>
         06/01/94                   $  9.988
         12/31/94                      9.719
         12/31/95                     11.900
         12/31/96                     14.105
         12/31/97                     17.194
         12/31/98                     19.700
</TABLE>


<PAGE>



                   FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                    SEPARATE ACCOUNT PERFORMANCE CALCULATION

                   NORWEST SMALL COMPANY STOCK FUND 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 May 1, 1997 and unit information shown
below, and adjusting for the annual administration charge, the value of such
investment at December 31, 1998 and the cumulative total return since inception
is as follows:

            Ending Value                 Total Return
            ----------------             -----------------
            $813.38                      $813.38 - $1,000
                                         ----------------------- = 18.66%
                                             $1,000

Cumulative total return since inception through December 31, 1998, is as
follows:

            $1,222.40 - $1,000
         ----------------------- =  21.24%
                  $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, 1998:

         $813.38/$1,000 - 1 = -18.66%

<PAGE>

     Average annual total return since inception of the subaccount through
December 31, 1998 is as follows:

                           1/3.67
         ($1,222.40/$1,000)       - 1 = 5.63%

<TABLE>
<CAPTION>

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

                                       Unit
            Date                      Value
         ----------                 ----------
<S>                                 <C>
         05/01/95                   $10.000
         12/31/95                    11.478
         12/31/96                    14.893
         12/31/97                    16.154
         12/31/98                    13.624
</TABLE>

<PAGE>

                   FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                    SEPARATE ACCOUNT PERFORMANCE CALCULATION

                        NORWEST INCOME EQUITY 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, 1998 and unit information
shown below, and adjusting for the annual administration charge, the value of
such investment at December 31, 1998 and the cumulative total return since
inception is as follows:

            Ending Value                 Total Return
            ----------------             -----------------
            $1,137.77                    $1,137.77 - $1,000
                                         ----------------------- = 13.78%
                                               $1,000

Cumulative total return since inception through December 31, 1998, is as
follows:

            $1,521.90 - $1,000
         ----------------------- =  52.19%
                  $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, 1998:

         $1,137.77/$1,000 - 1 = 13.78%

<PAGE>

         Average annual total return since inception of the subaccount through
December 31, 1998 is as follows:

                            1/2.67
         ($1,.521.90/$1,000)       - 1 = 12.13%

<TABLE>
<CAPTION>

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

                                      Unit
            Date                     Value
         ----------                ----------
<S>                                <C>
         05/01/96                   $10.000
         12/31/96                    10.892
         12/31/97                    13.632
         12/31/98                    15.919
</TABLE>

<PAGE>

                   FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                    SEPARATE ACCOUNT PERFORMANCE CALCULATION

                   SCUDDER INTERNATIONAL PORTFOLIO 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, 1998 and the cumulative total return since
inception is as follows:

            Ending Value                 Total Return
            ----------------             -----------------
            $1,140.35                    $1,140.35 - $1,000
                                         ----------------------- = 14.03%
                                               $1,000

Cumulative total return since inception through December 31, 1998, is as
follows:

            $1,382.38 - $1,000
         ----------------------- =  38.24%
                  $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, 1998:

         $1,140.35/$1,000 - 1 = 14.03%


<PAGE>



     Average annual total return since inception of the subaccount through
December 31, 1998 is as follows:

                           1/4.58
         ($1,382.38/$1,000)       - 1 = 7.33%

<TABLE>
<CAPTION>

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

                                      Unit
            Date                     Value
         ----------                ----------
<S>                                <C>
         06/01/94                   $10.858
         12/31/94                    10.591
         12/31/95                    11.605
         13/31/96                    13.134
         12/31/97                    14.124
         12/31/98                    16.530
</TABLE>

<PAGE>

                   FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                    SEPARATE ACCOUNT PERFORMANCE CALCULATION

                      FORTIS GROWTH STOCK SERIES 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, 1998 and unit information
shown below, and adjusting for the annual administration charge, the value of
such investment at December 31, 1998 and the cumulative total return since
inception is as follows:

            Ending Value                 Total Return
            ----------------             -----------------
            $1,143.63                    $1,143.63 - $1,000
                                         ----------------------- = 14.36%
                                               $1,000

Cumulative total return since inception through December 31, 1998, is as
follows:

            $1,781.21 - $1,000
         ----------------------- =  78.12%
                  $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, 1998:

         $1,143.63/$1,000 - 1 = 14.36%

<PAGE>

     Average annual total return since inception of the subaccount through
December 31, 1998 is as follows:

                           1/4.58
         ($1,781.21/$1,000)       - 1 = 13.43%

<TABLE>
<CAPTION>

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

                                      Unit
            Date                     Value
         ----------                ----------
<S>                                <C>
         06/01/94                   $  9.735
         12/31/94                      9.947
         12/31/95                     12.523
         12/31/96                     14.375
         12/31/97                     15.936
         12/31/98                     18.703
</TABLE>


<PAGE>

                   FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                    SEPARATE ACCOUNT PERFORMANCE CALCULATION

                     FORTIS GLOBAL GROWTH SERIES 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, 1998 and unit information
shown below, and adjusting for the annual administration charge, the value of
such investment at December 31, 1998 and the cumulative total return since
inception is as follows:

            Ending Value                 Total Return
            ----------------             -----------------
            $1,068.13                    $1,068.13 - $1,000
                                         ----------------------- = 6.81%
                                               $1,000

Cumulative total return since inception through December 31, 1998, is as
follows:

            $1,633.71 - $1,000
         ----------------------- =  63.37%
                  $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, 1998:

         $1,068.13/$1,000 - 1 = 6.81%


<PAGE>

     Average annual total return since inception of the subaccount through
December 31, 1998 is as follows:

                           1/4.58
         ($1,633.71/$1,000)       - 1 = 11.31%

<TABLE>
<CAPTION>

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

                                      Unit
            Date                     Value
         ----------                ----------
<S>                                <C>
         06/01/94                   $  9.722
         12/31/94                      9.865
         12/31/95                     12.694
         12/31/96                     14.908
         12/31/97                     15.703
         12/31/98                     17.244
</TABLE>

<PAGE>



                   FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                    SEPARATE ACCOUNT PERFORMANCE CALCULATION

                         FORTIS MONEY MARKET SUBACCOUNT

     The subaccount's standardized yield for the seven day period ended December
31, 1998 was computed by dividing 1 by the unit price for December 24, 1998,
then multiplying this by the unit price on December 31, 1998 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, 1998
was as follows:

         ((1 / 11.883831) x 11.892573) -1 = .000736 - Base Period Return

         .000736 x (365 / 7) = .0384 or 3.84%

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, 1998 was as follows:

                      365/7
         (.000736 + 1)      -1 = .0391 or 3.91%

<TABLE>
<CAPTION>

         Date                   Unit Price
         ------                ------------
<S>                            <C>
         12/24/98               11.883831
         12/31/98               11.892573
</TABLE>


<PAGE>

                   FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                    SEPARATE ACCOUNT PERFORMANCE CALCULATION

                              AIM 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 May 1, 1998 and unit information shown
below, and adjusting for the annual administration charge, the value of such
investment at December 31, 1998 is as follows:

            Ending Value                 Total Return
            ----------------             -----------------
            $1,122.00                    $1,122.00 - $1,000
                                         ----------------------- = 12.20%
                                               $1,000

<TABLE>
<CAPTION>

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

                                      Unit
            Date                     Value
         ----------                ----------
<S>                                <C>
         05/01/98                   $10.000
         12/31/98                    11.520
</TABLE>

<PAGE>

                   FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                    SEPARATE ACCOUNT PERFORMANCE CALCULATION

                       AIM INTERNATIONAL EQUITY 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 May 1, 1998 and unit information shown
below, and adjusting for the annual administration charge, the value of such
investment at December 31, 1998 is as follows:

            Ending Value                 Total Return
            ----------------             -----------------
            $947.60                      $947.60 - $1,000
                                         ----------------------- = -5.24%
                                             $1,000

<TABLE>
<CAPTION>

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

                                      Unit
            Date                     Value
         ----------                ----------
<S>                                <C>
         05/01/98                   $10.000
         12/31/98                     9.776
</TABLE>

<PAGE>

                   FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                    SEPARATE ACCOUNT PERFORMANCE CALCULATION

                         MFS EMERGING 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 May 1, 1998 and unit information shown
below, and adjusting for the annual administration charge, the value of such
investment at December 31, 1998 is as follows:

            Ending Value                 Total Return
            ----------------             -----------------
            $1,083.60                    $1,083.60 - $1,000
                                         ----------------------- = 8.36%
                                               $1,000

<TABLE>
<CAPTION>

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

                                      Unit
            Date                     Value
         ----------                ----------
<S>                                <C>
         05/01/98                   $10.000
         12/31/98                    11.136
</TABLE>


<PAGE>

                   FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                    SEPARATE ACCOUNT PERFORMANCE CALCULATION

                           MFS HIGH 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 May 1, 1998 and unit information shown
below, and adjusting for the annual administration charge, the value of such
investment at December 31, 1998 is as follows:

            Ending Value                 Total Return
            ----------------             -----------------
            $917.90                      $917.90 - $1,000
                                         ----------------------- = -8.21%
                                             $1,000

<TABLE>
<CAPTION>

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

                                      Unit
            Date                     Value
         ----------                ----------
<S>                                <C>
         05/01/98                   $10.000
         12/31/98                     9.479
</TABLE>


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