VARIABLE ACCOUNT D OF FORTIS BENEFITS INSURANCE CO, N-4, 2000-12-15

VARIABLE ACCOUNT D OF FORTIS BENEFITS INSURANCE CO
N-4, 2000-12-15

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<PAGE> 1
As filed with the Securities and Exchange Commission on December 15, 2000.

Registration Nos.
---------
811-5439

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

AND/OR

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 78

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

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)

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

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

on pursuant to paragraph (b) of Rule 485.
----- -----------------------

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

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

If appropriate, check the following box:

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

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

The registrant hereby amends this registration statement on such dates as may
be necessary to delay its effective date until the registrant shall file
another amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities act of 1933 or until this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

<PAGE> 2

VARIABLE ACCOUNT D OF
FORTIS BENEFITS INSURANCE COMPANY

Cross Reference Sheet Showing Location
of Information in Prospectus or
Statement of Additional Information
-----------------------------------
<TABLE>
<CAPTION>
Form N-4 Prospectus Caption
-------- ------------------
<S> <C>
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 Summary -- Financial information
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
Annuity Contracts Provisions

8. Annuity Period The Annuity Period

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

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

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

12. Taxes Summary--Tax Implications; Federal
Tax Matters
</TABLE>

<TABLE>
<CAPTION>
PROSPECTUS OR
FORM N-4 STATEMENT OF ADDITIONAL
(cont'd.) INFORMATION CAPTION
--------- -----------------------
<S> <C>
13. Legal Proceedings None

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

15. Cover Page Cover Page

16. Table of Contents Table of Contents

17. General Information and History Fortis Benefits

18. Services Services

19. Purchases of Securities Being Reduction of Charges
Offered

20. Underwriters Services

21. Calculation of Performance Data Appendix A

22. Annuity Payments Calculation of Annuity Payments

23. Financial Statements Financial Statements
</TABLE>

<PAGE> 3

FORTIS

MAX ACCUMULATOR
VARIABLE
ANNUITY

Contracts Under Flexible
Premium Deferred
Combination Variable and
Fixed Annuity Contracts
PROSPECTUS DATED
May 1, 2001
[FORTIS SOLID PARTNERS, FLEXIBLE SOLUTIONS(SM) LOGO]
101057 (5/01)

FORTIS BENEFITS INSURANCE COMPANY

<TABLE>
<S> <C> <C>
MAILING ADDRESS: STREET ADDRESS: PHONE:
P.O. BOX 64272 500 BIELENBERG DRIVE 1-800-800-2000
ST. PAUL, MINNESOTA 55164 WOODBURY, MINNESOTA 55125 EXTENSION 3057
</TABLE>

This prospectus describes interests under flexible premium deferred combination
variable and fixed annuity contracts issued by Fortis Benefits Insurance Company
("Fortis Benefits").
These 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 guaranteed interest accumulation option, you can
choose among ten different guarantee periods, each of which has its own interest
rate.

Under the variable return accumulation option, you can choose among one or more
of the following investment portfolios (those portfolios which have a non-Fortis
subadvisor includes the name of the subadvisor at the beginning of the portfolio
name):

<TABLE>
<S> <C>
Money Market Series T. Rowe Price -- Blue Chip Stock Series
U.S. Government Securities Series AIM -- Blue Chip Stock Series II
Diversified Income Series Lazard Freres -- International Stock
AIM -- Multisector Bond Series Series
High Yield Series Dreyfus -- Mid Cap Stock Series
T. Rowe Price -- International Stock Series Berger -- Small Cap Value Series
II Global Growth Series
Asset Allocation Series MFS -- Global Equity Series
Federated -- American Leaders Series Alliance -- Large Cap Growth Series
Value Series MFS -- Investors Growth Series
MFS -- Capital Opportunities Series Growth Stock Series
Growth & Income Series Aggressive Growth Series
Dreyfus -- S&P 500 Index Series
</TABLE>

The accompanying prospectuses for these investment portfolios describe the
investment objectives, policies and risks of each of the portfolios.

This prospectus gives you information about the contracts that you should know
before investing. This prospectus must be accompanied by a current prospectus of
the available investment portfolios. These prospectuses should be read carefully
and kept for future reference.

A Statement of Additional Information, dated May 1, 2001, about certain aspects
of 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 XX 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.
<PAGE> 4

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Special Terms Used in this Prospectus....................... 3
Information Concerning Fees and Charges..................... 4
Summary of Contract Features................................ 7
- Fortis Benefits/Fortis Financial Group Member........ 9
The Variable Account........................................ 9
The Portfolios.............................................. 9
The Fixed Account........................................... 10
- Guaranteed Interest Rates/Guarantee Periods.......... 10
- Market Value Adjustment.............................. 10
- Investments by Fortis Benefits....................... 11
Accumulation Period......................................... 12
- Issuance of a Contract and Purchase Payments......... 12
- Contract Value....................................... 12
- Allocation of Purchase Payments and Contract Value... 13
- Total and Partial Surrenders......................... 13
- Telephone Transactions............................... 14
- Benefit Payable on Death of Contract Owner (or
Annuitant)............................................ 14
- Contract Value Death Benefit.................... 14
- Return of Premium Death Benefit................. 14
- Contract Anniversary Step-Up Death Benefit...... 14
- 5% Roll-Up Death Benefit........................ 14
The Annuity Period.......................................... 15
- Annuity Commencement Date............................ 15
- Commencement of Annuity Payments..................... 15
- Relationship Between Subaccount Investment
Performance and Amount of Variable Annuity Payments... 16
- Annuity Options...................................... 16
- Death of Annuitant or Other Payee.................... 16
- Transfers............................................ 16
Charges and Deductions...................................... 17
- Premium Taxes........................................ 17
- Annual Administration Charge......................... 17
- Charges Against the Variable Account................. 17
- Tax Charge........................................... 17
- Surrender Charge..................................... 18
- Nursing Care/Hospitalization Waiver of Surrender
Charges............................................. 18
- Disability Waiver of Surrender Charges.......... 18
- Miscellaneous........................................ 19
- Reduction of Charges................................. 19
General Provisions.......................................... 19
- The Contracts........................................ 19
- Postponement of Payment.............................. 19
- Misstatement of Age or Sex and Other Errors.......... 19
- Assignment........................................... 19
- Beneficiary.......................................... 19
- Reports.............................................. 19
Rights Reserved by Fortis Benefits.......................... 19
Distribution................................................ 20
Federal Tax Matters......................................... 20
Further Information About Fortis Benefits................... 22
- General.............................................. 22
- Ownership of Securities.............................. 22
- Selected Financial Data.............................. 23
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 23
Voting Privileges........................................... 24
Legal Matters............................................... 25
Other Information........................................... 25
Contents of Statement of Additional Information............. 25
Fortis Benefits Financial Statements........................ 25
Appendix A--Sample Market Value Adjustment Calculations..... A-1
Appendix B--Pro Rata Adjustments............................ B-1
Appendix C--Condensed Financial Information................. 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> 5

SPECIAL TERMS USED IN THIS PROSPECTUS

Accumulation Period The time period under a contract between the contract issue
date and the annuity commencement date.

Accumulation Unit A unit of measure used to calculate the owners' interest in
the Variable Account during the Accumulation Period.

Annuitant A person during whose life annuity payments are to be made
by Fortis Benefits under the contract. The Annuitant is the
person named in the application for the contract. If such
person dies before the annuity commencement date and there
is an additional annuitant named in the application, the
additional annuitant shall become the Annuitant. If there is
no named additional annuitant, or the additional annuitant
has predeceased the Annuitant who is named in the
application, the owner, if he or she is a natural person,
shall become the Annuitant.

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.

Fixed Annuity Option An annuity option under which Fortis Benefits promises to
pay the Annuitant or any other payee that you designate one
or more fixed payments.

Market Value Adjustment Positive or negative adjustment in fixed account value that
we make if such value is paid out more than fifteen days
before or after the end of a guarantee period in which it
was being held.

Non-Qualified Contracts Contracts that do not qualify for the special federal income
tax treatment applicable in connection with certain
retirement plans.

Qualified Contracts Contracts that are qualified for the special federal income
tax treatment applicable in connection with certain
retirement plans.

Valuation Date All business days except, with respect to any subaccount,
days on which the related portfolio does not value its
shares. Generally, the portfolios value their shares on each
day the New York Stock Exchange is open.

Valuation Period The period that starts at the close of regular trading on
the New York Stock Exchange on a Valuation Date and ends at
the close of regular trading on the exchange on the next
succeeding Valuation Date.

Variable Account The segregated asset account referred to as Variable Account
D of Fortis Benefits Insurance Company established to
receive and invest purchase payments under contracts.

Variable Annuity Option An annuity option under which Fortis Benefits promises to
pay the Annuitant or any other payee chosen by you one or
more payments which vary in amount in accordance with the
net investment experience of the subaccounts selected by the
Annuitant.
</TABLE>

3
<PAGE> 6

INFORMATION CONCERNING FEES AND CHARGES

CONTRACT OWNER TRANSACTION CHARGES

<TABLE>
<S> <C>
Front-End Sales Charge Imposed on Purchases............ 0%
Maximum Surrender Charge for Sales Expenses............ 9%
</TABLE>

<TABLE>
<CAPTION>
NUMBER OF YEARS SINCE SURRENDER CHARGE AS A
PURCHASE PAYMENT WAS CREDITED PERCENTAGE OF PURCHASE PAYMENT
----------------------------- ------------------------------
<S> <C>
Less than 1 9%
At least 1 but less than 2 8%
At least 2 but less than 3 7%
At least 3 but less than 4 6%
At least 4 but less than 5 5%
At least 5 but less than 6 4%
At least 6 but less than 7 3%
At least 7 but less than 8 2%
At least 8 but less than 9 1%
9 or more 0%
</TABLE>

<TABLE>
<S> <C>
Other Surrender Fees................................... 0%
Exchange Fee........................................... 0%
ANNUAL CONTRACT ADMINISTRATION CHARGE....................... $30(1)
VARIABLE ACCOUNT ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE ACCOUNT VALUE)
</TABLE>

<TABLE>
<CAPTION>
ENHANCED DEATH BENEFITS
--------------------------------------
CONTRACT
CONTRACT VALUE RETURN OF ANNIVERSARY
DEATH BENEFIT PREMIUM STEP-UP 5% ROLL-UP
-------------- --------- ----------- ----------
<S> <C> <C> <C> <C>
Mortality and Expense Risk Charge...................... .75% 1.05% 1.15% 1.30%
Variable Account Administrative Charge................. .10% .10% .10% .10%
--- ---- ---- ----
Total Variable Account Annual Expenses................. .85%(2) 1.15%(2) 1.25%(2) 1.40%(2)
</TABLE>

------------------------------
(1) 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.

(2) This rate changes to 1.35% (.10% of such charge being an administrative
charge) during the Annuity Period.

MARKET VALUE ADJUSTMENT WITH RESPECT TO FIXED ACCOUNT

Surrenders and other withdrawals from the fixed account more than fifteen days
from the end of a guarantee period other than the one year guarantee period are
subject to a Market Value Adjustment. The Market Value Adjustment may increase
or reduce the fixed account value. We compute this adjustment according to a
formula that we describe in more detail under "Market Value Adjustment."

PORTFOLIO ANNUAL EXPENSES(a)
<TABLE>
<CAPTION>
U.S. MULTI
MONEY GOVERNMENT DIVERSIFIED SECTOR HIGH INTERNATIONAL ASSET AMERICAN
MARKET SECURITIES INCOME BOND YIELD STOCK ALLOCATION LEADERS VALUE
SERIES SERIES SERIES SERIES SERIES SERIES II SERIES SERIES SERIES
------ ---------- ----------- ---------- ------ ------------- ---------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Advisory and
Management Fee.......
Other Expenses.........
Total Fortis Series
Operating Expenses...

<CAPTION>
GROWTH
CAPITAL & S&P 500
OPPORTUNITIES INCOME INDEX
SERIES SERIES SERIES
------------- -------- -------
<S> <C> <C> <C>
Investment Advisory and
Management Fee.......
Other Expenses.........
Total Fortis Series
Operating Expenses...
</TABLE>
<TABLE>
<CAPTION>
BLUE MID SMALL LARGE
CHIP BLUE CHIP CAP CAP GLOBAL GLOBAL CAP
STOCK STOCK INTERNATIONAL STOCK VALUE GROWTH EQUITY GROWTH
SERIES SERIES II STOCK SERIES SERIES SERIES SERIES SERIES SERIES
------ ------------- ------------- ------ ------ ------ ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Advisory and Management
Fee..................................
Other Expenses.........................
Total Fortis Series Operating
Expenses.............................

INVESTORS GROWTH AGGRESSIVE
GROWTH STOCK GROWTH
SERIES SERIES SERIES
---------- ------ ----------
<S> <C> <C> <C>
Investment Advisory and Management
Fee..................................
Other Expenses.........................
Total Fortis Series Operating
Expenses.............................
</TABLE>

------------------------------
(a) As a percentage of portfolio average net assets based on 2000 historical
data.

4
<PAGE> 7

EXAMPLES*

The following examples are designed to show you the expenses you would pay on a
$1000 investment that earns 5% annually. Each example assumes election of the
Annual Ratchet & 5% Roll-Up Death Benefit. If one of the other available death
benefits were elected instead, the actual expenses will be less than those
represented by these examples.

EXAMPLE 1:

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:

<TABLE>
<CAPTION>
IF ALL AMOUNTS ARE INVESTED IN ONE PORTFOLIO: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Money Market................................................
U.S. Government Securities..................................
Diversified Income..........................................
Multisector Bond............................................
High Yield..................................................
International Stock II......................................
Asset Allocation............................................
American Leaders............................................
Value.......................................................
Capital Opportunities.......................................
Growth & Income.............................................
S&P 500 Index...............................................
Blue Chip Stock.............................................
Blue Chip Stock II..........................................
International Stock.........................................
MidCap Stock Series.........................................
Small Cap Value Series......................................
Global Growth...............................................
Global Equity...............................................
Large Cap Growth Series.....................................
Investors Growth Series.....................................
Growth Stock................................................
Aggressive Growth...........................................
</TABLE>

EXAMPLE 2:

If you do not surrender your contract, you would pay the following cumulative
expenses on a $1,000 investment:

5
<PAGE> 8

EXAMPLE 3:

If you commence an annuity payment option, you would pay the following
cumulative expenses on a $1,000 investment:

------------------------------
* Does not include the effect of any Market Value Adjustment. 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, 2000 and the total actual amount
of annual contract administration charges collected during the year for
similar contracts offered by us.

THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
------------------------------

We have included the foregoing tables and examples to help you understand the
transaction and operating expenses we directly or indirectly impose under the
contracts and under the portfolios. We will also deduct amounts for state
premium taxes or similar assessments where these deductions are applicable.

6
<PAGE> 9

SUMMARY OF CONTRACT FEATURES

The following summary should be read in conjunction with the detailed
information 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 contracts are 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.

"We," "our," and "us" mean Fortis Benefits Insurance Company. "You" and "your"
mean a reader of this prospectus who is contemplating making purchase payments
or taking any other action in connection with a contract.

Depending on the state that you live in, the contract that is issued to you may
be as a part of a group contract or as an individual contract. Participation in
a group contract will be evidenced by the issuance of a certificate showing your
interest under the group contract. In other states, an individual contract will
be issued to you. Both the certificate and the contract are referred to as a
"contract" in this prospectus.

FREE LOOK

You have the right to examine a contract during a "free look" period after you
receive the contract and return it for a refund of the amount of the then
current contract value. However, in certain states where required by state law
the refund will be in the amount of all purchase payments that have been made,
without interest or appreciation or depreciation. The "free look" period is
generally 10 days unless a longer time is specified on the face page of your
contract.

PURCHASE PAYMENTS

The initial purchase payment under a contract must be at least $5,000 ($2,000
for a contract which is part of a qualified plan). Additional purchase payments
under a contract must be at least $50. See "Issuance of a Contract and Purchase
Payments."

ALLOCATION OF PURCHASE PAYMENTS

On the date that the contract is issued, except as hereafter explained, the
initial purchase payment is allocated, as specified by you in the contract
application, among one or more of the portfolios, or to one or more of the
guarantee periods in the fixed account, or to a combination thereof. If you
reside in a state requiring a refund of all purchase payments (as opposed to
contract value) under the "free look" privilege, the initial purchase payment
will be allocated to the Money Market Series until the following number of days
after we mail the contract to you: (1) the number of days in the "free look"
period, plus (2) five days. After the expiration of the period, the contract
value will be allocated to the fixed account and the portfolios as directed by
you. Subsequent purchase payments are allocated in the same way, or pursuant to
different allocation percentages that you may request in writing.

VARIABLE ACCOUNT INVESTMENT OPTIONS

Each of the subaccounts of the Variable Account invests in shares of a
corresponding portfolio. Contract value in each of the subaccounts of the
Variable 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 and is managed
by Fortis Advisers, Inc. or a subadviser of Fortis Advisers, Inc. A full
description of the portfolios and their investment objectives, policies, risks
and expenses can be found in the current prospectus for the portfolios, which
accompanies this prospectus, and the portfolios' Statement of Additional
Information which is available upon request from Fortis Benefits at the address
and phone number on the cover of this prospectus.

FIXED ACCOUNT INVESTMENT OPTIONS

Any amount allocated by the owner to the fixed account earns a guaranteed
interest rate. The level of the guaranteed interest rate depends on the length
of the guarantee period selected by the owner. We currently make available ten
different guarantee periods, ranging from one to ten years.

If amounts are transferred, surrendered or otherwise paid out more than fifteen
days before or after the end of the applicable guarantee period other than the
one-year guarantee period, a Market Value Adjustment will be applied to increase
or decrease the amount of fixed account value that is paid out. Accordingly, the
Market Value Adjustment can result in gains or losses to you. There is no Market
Value Adjustment for transfers or surrenders from the one-year guarantee period
of the fixed account.

For a more complete discussion of the fixed account investment options and the
Market Value Adjustment, see "The Fixed Account."

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 and, subject to
any Market Value Adjustment, from one guarantee period to another or into a
subaccount. There is currently no charge for 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

Subject to certain conditions, all or part of the contract value may be
surrendered by you before the earlier of (1) the annuity commencement date, or
(2) if the owner is not a natural person the Annuitant's death. Amounts
surrendered may be subject to a surrender charge and, in addition, amounts
surrendered from the fixed account may be subject to a Market Value Adjustment.
See "Total and Partial Surrenders," "Surrender Charge" and "Market Value
Adjustment." Particular attention should be paid to the tax implications of any
surrender, including possible penalties for premature distributions. See
"Federal Tax Matters."

7
<PAGE> 10

ANNUITY PAYMENTS

The contract provides several types of annuity benefits to you or to other
persons you properly designate to receive such payments, including Fixed and
Variable Annuity Options. The 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 of the death of the owner, or the Annuitant if the owner is not a
natural person, prior to the annuity commencement date, a death benefit is
payable to the beneficiary. See "Benefit Payable on Death of Contract Owner (or
Annuitant)."

LIMITATIONS IMPOSED BY RETIREMENT PLANS AND EMPLOYERS

Certain rights you would otherwise have under a contract may be limited by the
terms of any applicable employee benefit plan. 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.

The record owner of the group variable annuity contract pursuant to which group
certificates will be issued will be a bank trustee whose sole function is to
hold record ownership of the contract or an employer (or the employer's
designee) in connection with an employee benefit plan. In the latter cases,
certain rights that an owner otherwise would have under a contract may be
reserved instead by the employer.

TAX IMPLICATIONS

The tax implications for you or any other persons who may receive payments under
a contract, 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 of the contract should be directed to your sales
representative, or Fortis Benefits' home office: P.O. Box 64272, St. Paul,
Minnesota, 55164: 1-800-800-2000, extension 3057. Purchase payments and written
requests should be mailed or delivered to the same home office address. All
communications should include the contract number, the owner's name and, if
different, the Annuitant's name. The number for telephone transfers is
1-800-800-2000 (extension 3057).

Any purchase payment or other communication, except a 10-day cancellation
notice, is deemed received at Fortis Benefit's 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.

8
<PAGE> 11

FINANCIAL AND PERFORMANCE INFORMATION

Tables containing (i) the accumulation unit value history of each subaccount of
the Variable Account offered in this prospectus and (ii) the total investment
value history of each such subaccount are presented in Appendix C - Condensed
Financial Information.

Audited financial statements of the subaccounts of the Variable Account which
are available under the contracts offered by this prospectus 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 Variable Account. These figures are based on
historical results and are not intended to indicate future performance. "Yield"
is the income generated by an investment in the subaccount over a period of time
specified in the advertisement. This rate of return is assumed to be earned over
a full year and is shown as a percentage of the investment. "Total Return" is
the total change in value of an investment in the subaccount over a 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.

Financial information concerning Fortis Benefits is included in this prospectus
under "Additional Information About Fortis Benefits" and "Fortis Benefits
Financial Statements."

FORTIS BENEFITS/FORTIS FINANCIAL GROUP MEMBER

Fortis Benefits Insurance Company is the issuer of the contracts. At the end of
2000, Fortis Benefits had approximately $XXX 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, to offer financial products through the management,
marketing, and servicing of mutual funds, annuities, and life insurance.

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 $406 billion in assets at the end of 1999.

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 Variable 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 VARIABLE ACCOUNT

The Variable 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 Variable Account is an integral part of Fortis
Benefits. However, the Variable Account is registered with the Securities and
Exchange Commission as a unit investment trust under the Investment Company Act
of 1940. Assets in the Variable Account representing reserves and liabilities
under these contracts and other variable annuity contracts issued by Fortis
Benefits will not be chargeable with liabilities arising out of any other
business of Fortis Benefits.

The Variable Account has subaccounts. The assets in each subaccount are invested
exclusively in one of the portfolios listed on the first page of the prospectus,
each of which represents a separate investment portfolio. Income and both
realized and unrealized gains or losses from the assets of each subaccount of
the Variable Account are credited to or charged against that subaccount without
regard to income, gains or losses, from any other subaccount of the Variable
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 PORTFOLIOS

You may choose from among a number of different portfolios. Each portfolio is a
mutual fund available for purchase only as a funding vehicle for benefits under
variable life insurance and variable annuity products. These variable life
insurance and variable annuity products are issued by Fortis Benefits and by
other life insurance companies. Each portfolio corresponds to one of the
subaccounts of the Variable Account. The assets of each portfolio are separate
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 offer more detailed
information for each investment portfolio. This information includes the
investment policies, investment restrictions, charges, and risks attendant to
investing in each portfolio. This information also includes other aspects of
each portfolio's operations. You may find this information in the current
prospectus for each portfolio. These portfolio prospectuses must accompany this
prospectus, and you should read them in conjunction with it. You may obtain a
copy of each prospectus from us, free of charge, by calling 1-800-800-2000, ext.
3057, or by writing P.O. Box 64272, St. Paul, Minnesota 55164.

As noted, the investment portfolios may be available to registered separate
accounts of other participating insurance companies. These portfolios may also
be available to the Variable Account and other separate accounts of Fortis
Benefits. Although Fortis Benefits does not anticipate any disadvantages to
this, there is a possibility that a material conflict may arise between the
interest of the Variable Account and one or more of the other separate accounts
participating in the portfolios. For example, a conflict may occur due to (1) a
change in law affecting the operations of variable life and variable annuity
separate accounts, (2) differences in the voting instructions of the contract
owners and those of other companies, or (3) some other reason. In the event of
conflict, Fortis Benefits will take any steps

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necessary to protect the contract owners and variable annuity payees.

Fortis Benefits purchases and redeems portfolios' shares for the Variable
Account at their net asset value without any sales or redemption charges. We
automatically reinvest dividends or capital gain distributions attributable to
contracts in shares of the portfolio from which they are received at the
portfolio's net asset value on the date paid. These dividends and distributions
will have the effect of reducing the new asset value of each share of the
corresponding portfolio and increasing, by an equivalent value, the number of
shares outstanding of the portfolio. However, the value of your interest in the
corresponding subaccount will not change as a result of any such dividends and
distributions.

The portfolios available for investment by the Variable Account are listed on
the cover page of this prospectus.

THE FIXED ACCOUNT

GUARANTEED INTEREST RATES/GUARANTEE PERIODS

Any amount you allocate to the fixed account earns a guaranteed interest rate
beginning on the date you make the allocation. The guaranteed interest rate
continues for the number of years you select, up to a maximum of ten years. At
the end of your guarantee period, your contract value, including accrued
interest, will be allocated to a new guarantee period of equal length. However,
you may reallocate your contract value to a different guarantee period (or
periods) or to one (or more) of the subaccounts of the Variable Account. If you
decide to reallocate your contract value, you must do so by sending us a written
request. We must receive your written request at least three business days
before the end of your guarantee period. The first day of your new guarantee
period (or other reallocation) will be the day after the end of your previous
guarantee period. We will notify you at least 45 days and not more than 75 days
before the end of your guarantee period.

We currently offer ten different guarantee periods. These guarantee periods
range in length from one to ten years. Each guarantee period has its own
guaranteed interest rate, which may differ from those for other guarantee
periods. From time to time we will, at our discretion, change the guaranteed
interest rate for future guarantee periods. These changes will not affect the
guaranteed interest rates we are paying on current guarantee periods. Please
note, when you allocate or transfer an amount to a guarantee period, a new
guarantee period begins running with respect to that amount. Therefore, the
amount you allocate will earn a guaranteed interest rate that will not change
until the end of that period. In addition, the guaranteed interest rate will
never be less than an effective annual rate of 3%.

We declare the guaranteed interest rates from time to time as market conditions
dictate. We advise you of the guaranteed interest rate for a chosen guarantee
period at the time we receive a purchase payment from you, or at the time we
execute a transfer you have requested, or at the time a guarantee period is
renewed.

We do not have a specific formula for establishing the guaranteed interest rates
for the guarantee periods. Guaranteed interest rates may be influenced by the
available interest rates on the investments we acquire with the amounts you
allocate for a particular guarantee period. Guaranteed interest rates do not
necessarily correspond to the available interest rates on the investments we
acquire with the amounts you allocate for a particular guarantee period. See
"Investments by Fortis Benefits". In addition, when we determine guaranteed
interest rates, we may consider: (1) the duration of a guarantee period, (2)
regulatory and tax requirements, (3) sales and administrative expenses we bear,
(4) risks we assume, (5) our profitability objectives, and (6) general economic
trends.

FORTIS BENEFITS' MANAGEMENT MAKES THE FINAL DETERMINATION OF THE GUARANTEED
INTEREST RATES WE DECLARE. WE CANNOT PREDICT OR ASSURE THE LEVEL OF ANY FUTURE
GUARANTEED INTEREST RATES IN EXCESS OF AN EFFECTIVE ANNUAL RATE OF 3%.

You may obtain information concerning the guaranteed interest rates that apply
to the various guarantee periods. You may obtain this information from our home
office or from your sales representative at any time.

MARKET VALUE ADJUSTMENT

Except as described below, we will apply a Market Value Adjustment to any fixed
account value that is:

- surrendered,

- transferred, or

- otherwise paid out

before the end of the guarantee period in which it is being held.

For example, we will apply a Market Value Adjustment to fixed account value that
we pay:

- as an amount applied to an annuity option, and

- as an amount paid as a single sum in lieu of an annuity.

The Market Value Adjustment we apply may increase or decrease the fixed account
value that is withdrawn or transferred. We determine whether the fixed account
value is increased or decreased by performing a comparison of two guaranteed
interest rates.

The first rate we compare is the guaranteed interest rate for the fixed account
value that is withdrawn or transferred from the existing guarantee period. The
second rate we compare is the guaranteed interest rate we are then offering for
new guarantee periods with durations equal to the number of years remaining in
the existing guarantee period. After comparing these two rates, we determine
whether the fixed account value is increased or decreased as follows:

- If the first rate exceeds the second rate by more than 1/2% (1/4% for
contracts issued in the state of Florida), the Market Value Adjustment
produces an increase in the fixed account value withdrawn or transferred.

- If the first rate does not exceed the second rate by at least 1/2% (1/4%
for contracts issued in the state of Florida), the Market Value
Adjustment produces a decrease in the fixed account value withdrawn or
transferred.

We will determine the Market Value Adjustment by multiplying the fixed account
value that is withdrawn or transferred from the

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existing guarantee period (before deduction of any applicable surrender charge)
by the following factor:

where,

- I is the guaranteed interest rate we credit to the fixed account value
that is withdrawn or transferred from the existing guarantee period.

- J is the guaranteed interest rate we are then offering for new guarantee
periods with durations equal to the number of years remaining in the
existing guarantee period (rounded up to the next higher number of
years).

- N is the number of months remaining in the existing guarantee period
(rounded up to the next higher number of months).

You will find sample Market Value Adjustment calculations in Appendix A.

We do not apply a Market Value Adjustment to withdrawals and transfers of fixed
account value under the following exceptions.

(1) We will not apply a Market Value Adjustment to fixed account value that we
pay out as a death benefit pursuant to a contract.

(2) We will not apply a Market Value Adjustment to fixed account value that is
withdrawn or transferred from the one-year guarantee period.

(3) We will not apply a Market Value Adjustment to fixed account value that we
pay out during a 30 day period that:

- begins 15 days before the end date of the guarantee period in which the
fixed account value was being held,

and that:

- ends 15 days after the end date of the guarantee period in which the
fixed account value was being held.

(4) We will not apply a Market Value Adjustment to fixed account value that is
withdrawn or transferred from a guarantee period on a periodic, automatic
basis. This exception only applies to such withdrawals or transfers under a
formal Fortis Benefits program for the withdrawal or transfer of fixed
account value.

(5) We will not apply a Market Value Adjustment to fixed account value that is
withdrawn to pay the annual administrative fee described under the section
entitled "Charges and Deductions" in this prospectus.

We may impose conditions and limitations on any formal Fortis Benefits program
for the withdrawal or transfer of fixed account value. Ask your Fortis Benefits
representative about the availability of such a program in your state. In
addition, if such a program is available in your state, your Fortis Benefits
representative can inform you about the conditions and limitations that may
apply to that program.

INVESTMENTS BY FORTIS BENEFITS

Fortis Benefits' legal obligations with respect to the fixed account are
supported by our general account assets. These general account assets also
support our obligations under other insurance and annuity contracts. Investments
purchased with amounts allocated to the fixed account are the property of Fortis
Benefits, and you have no legal rights in such investments. Subject to
applicable law, we have sole discretion over the investment of assets in our
general account and in the fixed account. Neither our general account nor the
fixed account is subject to registration under the Investment Company Act of
1940.

We will invest amounts in our general account, and amounts in the fixed account,
in compliance with applicable state insurance laws and regulations concerning
the nature and quality of investments for the general account. Within specified
limits and subject to certain standards and limitations, these laws generally
permit investment in:

- federal, state and municipal obligations,

- preferred and common stocks,

- corporate bonds,

- real estate mortgages,

- real estate, and

- certain other investments.

See "Fortis Benefits' Financial Statements" for information on our investments.
Investment management for amounts in our general account and in the fixed
account is provided to us by Fortis Advisors, Inc.

When we establish guaranteed interest rates, we will consider the available
return on the instruments in which we invest amounts allocated to the fixed
account. However, this return is only one of many factors we consider when we
establish the guaranteed interest rates. See "Guaranteed Interest
Rates/Guarantee Periods".

Generally, we expect to invest amounts allocated to the fixed account in debt
instruments. We expect that these debt instruments will approximately match our
liabilities with regard to the guarantee periods. We also expect that these debt
instruments will primarily include:

(1) securities issued by the United States Government or its agencies or
instrumentalities. These securities may or may not be guaranteed by the
United States Government;

(2) debt securities that, at the time of purchase, have an investment grade
within the four highest grades assigned by Moody's Investors Services, Inc.
("Moody's"), Standard & Poor's Corporation ("Standard & Poor's"), or any
other nationally recognized rating service. Moody's four highest grades are:
Aaa, Aa, A, and Baa. Standard & Poor's four highest grades are: AAA, AA, A,
and BBB;

(3) other debt instruments including, but not limited to, issues of, or
guaranteed by, banks or bank holding companies and corporations. Although
not rated by Moody's or Standard & Poor's, we deem these obligations to have
an investment quality comparable to securities that may be purchased as
stated above;

(4) other evidences of indebtedness secured by mortgages or deeds of trust
representing liens upon real estate.

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Except as required by applicable state insurance laws and regulations, we are
not obligated to invest amounts allocated to the fixed account according to any
particular strategy, See "Regulation and Reserves".

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
contract issued pursuant to a qualified plan).

The date that we apply the initial purchase payment to the purchase of the
contract is also the contract issue date. The contract issue date is the date
used to determine contract years, regardless of when we deliver the contract.
Our crediting of investment experience in the Variable Account, or a fixed rate
of return in the fixed account, generally begins as of the contract issue date.

We will accept additional purchase payments at any time after the contract issue
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 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 under a contract must be at least $50. The
total of all purchase payments for all Fortis Benefits annuities having the same
owner or Annuitant, may not exceed $1 million (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.

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.

If the contract value is less than $1,000, we may cancel the contract on any
Valuation Date. We will notify you of our intention to cancel the contract at
least 90 days in advance of the cancellation date. If we do cancel your
contract, we consider such cancellation a full surrender of the contract.

CONTRACT VALUE

Contract value is the total of any Variable Account value in all the subaccounts
of the Variable Account, plus any fixed account value in all the guarantee
periods.

The contract does not guarantee a minimum Variable Account value. You bear the
entire investment risk for the contract value that you allocate to the Variable
Account.

Determination of Variable Account Value. A contract's Variable Account value is
based on the number of Accumulation Units and on Accumulation Unit values, which
are determined on each Valuation Date. The value of an Accumulation Unit for a
subaccount on any Valuation Date is equal to the previous value of that
subaccount's Accumulation Unit multiplied by that subaccount's net investment
factor (discussed directly below) for the Valuation Period ending on that
Valuation Date. At the end of any Valuation Period, a contract's Variable
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:

- Accumulation Units purchased at the time that any purchase payments or
transferred amounts are allocated to the subaccount; less

- Accumulation Units redeemed to pay for the portion of any transfers from
or partial surrenders allocated to the subaccount; 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 operation of the subaccount or any other taxes which are
attributable to this 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.

If a subaccount's net investment factor is greater than one, the subaccount's
Accumulation Unit value has increased. If a subaccount's net investment factor
is less than one, the subaccount's Accumulation Unit value has decreased.

Determination of Fixed Account Value. A contract's fixed account value is
guaranteed by Fortis Benefits. Therefore, we bear the investment risk with
respect to amounts allocated to the fixed account, except to the extent that (1)
we may vary the guaranteed interest rate for future guarantee periods (subject
to the 3% effective annual minimum) and (2) the Market Value Adjustment imposes
investment risks on you.

The contract's fixed account value on any Valuation Date is the sum of its fixed
account values in each guarantee period on that

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date. The fixed account value in a guarantee period is equal to the following
amounts, in each case increased by accrued interest at the applicable guaranteed
interest rate:

- The amount of purchase payments or transferred amounts allocated to the
guarantee period; less

- The amount of any transfers or surrenders out of the guarantee period.

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 Variable Account, or

- to the guarantee periods in the fixed account, or

- to a combination of the two previous options.

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 During Accumulation Period. You may transfer contract value:

- from one available subaccount to another available subaccount, or

- from one available subaccount to the fixed account, or

- from one guarantee period to another guarantee period, or

- from one guarantee period to an available subaccount

You must request transfers by (1) a written request to Fortis Benefits' home
office, or by (2) a telephone transfer as described below. Currently, we do not
charge for any transfer. However, transfers from a guarantee period, other than
the one-year guarantee period, that are (1) more than 15 days before or 15 days
after the expiration of the existing guarantee period, or are (2) not a part of
a formal Fortis Benefits program for the transfer of fixed account value may be
subject to a Market Value Adjustment. See "Market Value Adjustment".

The minimum transfer from a subaccount or guarantee period is the lesser of:

- $1,000, or

- all of the contract value in the subaccount or guarantee period.

However, we may permit a continuing request for transfers of lesser specified
amounts automatically on a periodic basis. 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.

Currently, our only restrictions are as follows. You may not make a transfer
into the fixed account within six months of a transfer out of the fixed account.
Additionally, you may make transfers out of the one year guarantee period fixed
account provided that (1) no more than one transfer is made each contract year,
and (2) no more than 50% of such account's value is transferred at any time
(unless the balance in the account after the transfer would be less than $1,000,
in which case up to the entire balance may be transferred). However, we may
permit a continuing request for more frequent transfers of lesser amounts under
special programs sponsored by us.

Where you make all your transfer requests at the same time, as part of one
request, we will count all transfers between and among the subaccounts of the
Variable Account and the fixed account as one transfer. We will execute the
transfers, and determine all values in connection with the transfers, at of the
end of the Valuation Period in which we receive the transfer request. The amount
of any positive or negative Market Value Adjustment will be added to or deducted
from the transferred amount.

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. If
you choose to make a total surrender, you must do so by written request sent to
our 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, less

- any applicable administrative charge, and

- after we have applied any Market Value Adjustment.

See "Surrender Charge" and "Market Value Adjustment".

We must receive written consent of all collateral assignees and irrevocable
beneficiaries prior to any total surrender. We will generally pay surrenders
from the Variable 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 Payment".

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 owner, Annuitant, or any
other person will terminate.

Partial Surrenders. At any time during the life of the Annuitant and prior to
the annuity commencement date, you may surrender a portion of the fixed account
and/or the Variable Account. You must request partial surrender by a written
request sent to Fortis Benefits' home office. We will not accept a partial
surrender request from you unless the net proceeds payable to you, as a result
of the request, are at least $500. This minimum amount may be as small as $100
for systematic withdrawal arrangements. We will surrender the entire cash
surrender value under the contract if the total contract value in both the
Variable Account and fixed account would be less than $1,000 after the partial
surrender.

You should specify the subaccounts of the Variable Account or guarantee periods
of the fixed account that you wish to partially surrender. If you do not
specify, we take the partial surrender from the subaccounts and from the
guarantee periods of the fixed account on a pro rata basis.

We will surrender Accumulation Units from the Variable Account and/or dollar
amounts from the fixed account so that the total

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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. In addition, if the surrender is from a guarantee
period other than the one-year guarantee period, we will reduce the amount
payable to you by any negative Market Value Adjustment, or we will increase the
amount payable to you by any positive Market Value Adjustment unless the
surrender is (1) within 15 days before or 15 days after the expiration of a
guarantee period, or (2) is a part of a formal Fortis Benefits program for the
transfer or withdrawal of fixed account value. 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 Payment".

The Internal Revenue Code provides that a penalty tax will be imposed on certain
premature surrenders. For a discussion of this and other tax implications of
total and partial surrenders, including withholding requirements, see "Federal
Tax Matters". Also, under tax deferred annuity contracts pursuant to Section
403(b) of the Internal Revenue Code, no distributions of voluntary salary
reduction amounts will be permitted prior to one of the following events:
attainment of age 59 1/2 by the employee or the employee's separation from
service, death, disability or hardship. (Hardship distributions will be limited
to the lesser of the amount of the hardship or the amount of salary reduction
contributions, exclusive of earnings thereon.)

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 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 CONTRACT OWNER (OR ANNUITANT)

If the owner dies prior to the annuity commencement date, we will pay a death
benefit to the beneficiary. If the contract owner is not a natural person, we
will pay a death benefit upon the death of the Annuitant prior to the annuity
commencement date. In such case, 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.

The term "decedent" in the death benefit description below refers to the death
of the contract owner unless the contract owner is not a natural person, in
which case it refers to the death of the Annuitant. Also, the death benefit
description refers to the age of the contract owner. If the contract owner is
not a natural person, the relevant age will instead be that of the Annuitant's
age.

Additionally, the death benefit description makes reference to "Pro Rata
Adjustments." A pro rata adjustment is calculated separately for each
withdrawal, creating a decrease in the death benefit proportional to the
decrease the withdrawal makes in the contract value. Pro rata adjustments are
made for amounts withdrawn for partial surrenders and any associated surrender
charge (which shall be deemed to be an amount withdrawn), but not for any
contract fee-related surrenders.

There are four alternative death benefits available under the contracts as set
forth below. The death benefit payable under your contract will depend upon
which of them you elect when you apply for a contract.

CONTRACT VALUE DEATH BENEFIT. The Contract Value Death Benefit is the contract
value as of the date used for valuing the death benefit.

RETURN OF PREMIUM DEATH BENEFIT. The Return of Premium Benefit is the greatest
of (1) or (2):

(1) The contract value as of the date used for valuing the death benefit.

(2) The sum of all purchase payments made, reduced by pro rata adjustments for
each withdrawal.

CONTRACT ANNIVERSARY STEP-UP DEATH BENEFIT. The Contract Anniversary Step-Up
Death Benefit is the greatest of (1), (2) or (3):

(1) The contract value as of the date used for valuing the death benefit.

(2) The sum of all purchase payments made, reduced by pro rata adjustments for
each withdrawal.

(3) The highest Anniversary Value of each of the contract's anniversaries prior
to the earlier of: (1) the decedent's death, or (2) the contract owner's
attainment of age 81.

An Anniversary Value is equal to:

(a) the contract value on the anniversary, plus

(b) any purchase payments made since the anniversary, reduced by

5% ROLL-UP DEATH BENEFIT

The 5% Roll-Up Death Benefit will equal the greatest of (1), (2), or (3):

(1) The contract value as of the date used for valuing the death benefit.

(2) If the decedent dies prior to the date the owner reaches age 81, 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

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<PAGE> 17

purchase payment and pro rata adjustment, at an effective annual
rate of 5.0%;

(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 the owner reaches age 81, the
amount of the death benefit is equal to:

(a) the "Roll-Up Amount" as of the date the owner reached age 81; plus

(b) the accumulation (without interest) of purchase payments made on or
after the date the owner reached age 81; reduced by

(3) The highest Anniversary Value of each of the contract's anniversaries prior
to the earlier of: (1) the decedent's death, or (2) the owner's attainment
of age 81.

An Anniversary Value is equal to:

(a) the contract value on the anniversary, plus

(b) any purchase payments made since the anniversary, reduced by

We describe the pro rata adjustments referred to above more fully in Appendix B
at the end of this prospectus.

There is a limit on the amount of the death benefit that we will pay in excess
of the contract value. The excess payable by us upon the death of any one person
on all annuity policies issued by us will not be more than $500,000. If there
are multiple annuity contracts providing a death benefit upon the death of an
individual and the other contracts do not contain a similar limitation, the
reduction of the death benefit by the amount of any such excess over $500,000
will be subtracted entirely from the death benefit payable under the contract
offered by this prospectus. If there are multiple contracts and the other
contracts do contain a similar limitation, the death benefit on all of such
contracts will be reduced, each being reduced by a proportionate amount of any
such excess.

The value of the death benefit is determined as of the end of the Valuation
Period in which we receive, at our home office, proof of death and the written
request as to the manner of payment. Upon receipt of these items, the death
benefit generally will be paid within seven days. Under certain circumstances,
payment of the death benefit may be postponed. See "Postponement of Payment." If
we do not receive a written request for a settlement method, we will pay the
death benefit in a single sum, based on values determined at that time.

The beneficiary may (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 a payee 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; or (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 for Non-Qualified Contracts." It is
imperative that written notice of the death of the 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.

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 or
other payee designated by the owner receives annuity payments under the
contract. The annuity commencement date must be at least two years after the
contract issue date. You should consult your sales representative in this
regard.

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 in order to advance or defer the annuity
commencement date. 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 which contains
the annuity commencement date is less than $1,000. We would make the payment in
a single sum to the Annuitant or other payee chosen by the owner 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 Variable 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 Variable Account value
in different proportions. We must receive written request at our

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<PAGE> 18

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 ($20 in Texas).

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 benefits plans, see "Calculations 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 the assumed annual interest rate which you
elect, the Annuity Unit value will increase, and the second payment will
be higher than the first; and

- if the return is lower than the assumed annual interest rate which you
elect, the Annuity Unit value will decrease, and the second payment will
be lower than the first.

You may elect an assumed annual interest rate from 3% to 5% at the time that
your annuity payments begin. If you do not make an election we will use a 3%
assumed interest rate for setting your payments. Once you have chosen an
interest rate, you may not change your election.

"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 1.35%.

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

Transfers During Annuity Period. A person receiving annuity payments may make up
to four transfers a year among subaccounts. The current procedures for and
conditions on these transfers are the same as we describe above under
"Allocation of Purchase Payments and Contract Value--Transfers". We do not
permit transfers from a Fixed Annuity Option 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 do not make 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 to 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.

Option D, Joint and One-Half Contingent Survivor Annuity. We continue payments
as long as either the annuitant or the joint annuitant is alive. If the
annuitant dies first, we continue payments to the joint annuitant at one-half
the original amount. If the joint annuitant dies first, we continue payments to
the annuitant at the original full amount. 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 such cases, the person entitled to receive payments also
receives any rights and privileges under the annuity form in effect.

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<PAGE> 19

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.

Applicable premium tax rates depend upon your place of residence. 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 Variable Account and by deductions from the fixed
account. We will redeem Accumulation Units and make deductions in proportion to
the allocation of contract value among both:

- the subaccounts of the Variable 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.

There will be no Market Value Adjustments for deductions from the fixed account.
If you have contract value allocated to more than one guarantee period of the
fixed account, the deduction from each will be proportionate.

CHARGES AGAINST THE VARIABLE ACCOUNT

Mortality and Expense Risk Charge. We assess each subaccount of the Variable
Account with a daily charge for mortality and expense risk. The amount of the
mortality and expense risk charge depends on the death benefit you have elected.
If you have elected the Standard Death Benefit, the charge, on an annual basis,
is equal to .75% of the assets you have in each subaccount. If you have elected
an enhanced death benefit, the charge, on an annual basis, is equal to 1.05% for
the Return of Premium Enhanced Death Benefit, 1.15% for the Annual Ratchet
Enhanced Death Benefit or 1.30% for the Annual Ratchet & 5% Roll-Up Enhanced
Death Benefit, of the assets you have in each subaccount. We guarantee not to
increase this charge for the duration of the contract. This charge is assessed
during both the Accumulation Period and is reduced to 1.25%, irrespective of
which death benefit you have elected, during the Annuity Period.

The mortality risk borne by us 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. In addition, we bear
a mortality risk in that we guarantee to pay a death benefit upon the death of
an owner (or Annuitant if the owner is not a natural person) 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 contract will exceed the limits on administrative
charges set in the contract.

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 Variable Account
with a daily charge at an annual rate of .10% of the average daily net assets of
the subaccount. We assess this charge during both the Accumulation Period and
the Annuity Period. This charge helps cover administrative costs such as those
incurred in issuing contracts, establishing and maintaining the records relating
to contracts, making regulatory filings and furnishing confirmation notices,
voting materials and other communications, providing computer, actuarial and
accounting services, and processing contract transactions. 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 the
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 Variable Account.

The annual administrative charge and charges against the Variable Account
described above are for the purposes described. We may receive a profit as a
result of these charges.

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<PAGE> 20

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 revenues 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 nine years or more prior to the
surrender date and that you have not previously surrendered.

All purchase payments not subject to a surrender charge are deemed to be
withdrawn first. 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 next. Earnings are deemed to be withdrawn last and are
not subject to a surrender charge when withdrawn.

We do not impose a surrender charge on (1) annuitization or (2) payment of a
single sum because less than the minimum required contract value is available to
provide an annuity at 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 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 charges are:

<TABLE>
<CAPTION>
NUMBER OF YEARS SURRENDER CHARGE
SINCE PURCHASE AS A PERCENTAGE OF
PAYMENT WAS APPLIED PURCHASE PAYMENT
------------------- ------------------
<S> <C>
Less than 1 9%
At least 1 but less than 2 8%
At least 2 but less than 3 7%
At least 3 but less than 4 6%
At least 4 but less than 5 5%
At least 5 but less than 6 4%
At least 6 but less than 7 3%
At least 7 but less than 8 2%
At least 8 but less than 9 1%
9 or more 0%
</TABLE>

We anticipate the surrender charge will not be sufficient to cover our
distribution expenses. To the extent that the surrender charge is insufficient,
we will pay such costs from our general account assets. These assets will
include any profit that we derive from the mortality and expense risk charge.

Nursing Care/Hospitalization Waiver of Surrender Charges. We do not deduct
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, or (2) mental or personality
disorders without a demonstrable organic disease. We consider a degenerative
brain disease such as Alzheimer's Disease an organic disease.

We provide this nursing care/hospitalization waiver of surrender charges by
means of a rider to the contract. This rider has not been approved in all
states. When you apply for a contract, you should check with your Fortis
Benefits representative to determine if this rider is available in your state.

DISABILITY WAIVER OF SURRENDER CHARGES

We will waive surrender charges on total or partial surrenders under the
following circumstances:

(1) if you become totally disabled after the contract is issued, or

(2) if the owner is a non-natural person, and the Annuitant becomes totally
disabled after the contract is issued.

However, waivers of surrender charges are subject to the following conditions:

(1) We will only waive surrender charges on total or partial surrenders of
purchase payments that were made prior to the owner's or the Annuitant's
total disability, and

(2) the owner's or the Annuitant's total disability must have begun before the
owner or the Annuitant has reached age 64, and

(3) the owner's or the Annuitant's total disability must have been continuous
for a period of twelve months or more.

This benefit terminates on the 65th birthday of the owner, or the 65th birthday
of the Annuitant if the owner is a non-natural person.

"Total Disability" means:

- the inability to engage in an occupation for compensation or profit.

"Occupation" has one of two definitions. The applicable definition depends on
the length of the disability. "Occupation" is defined as:

(1) the inability to perform the substantial and material duties of the owner's
or the Annuitant's regular occupation during the first twelve months of
disability, and

(2) any job suited to the owner's or the Annuitant's education, training, or
experience after the first twelve months of disability.

We provide this "Disability Waiver of Surrender Charges" by attaching a rider to
the contract. This rider has not been ap-

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<PAGE> 21

proved in all states. You should check with your sales representative to
determine if this rider is available in your state.

MISCELLANEOUS

The Variable Account invests in shares of the portfolios. Therefore, the net
assets of the Variable Account will reflect the investment advisory fees and
certain other expenses incurred by the portfolios and described in their
prospectus.

REDUCTION OF CHARGES

We will not impose a surrender charge under any contract owned by:

(A) Fortis, Inc. or its subsidiaries, and the following persons associated with
such companies, if at the contract issue date they are:

(1) officers and directors;

(2) employees; or

(3) spouses of any such persons or any of such persons' children,
grandchildren, parents, grandparents, or siblings--or spouses of any of
these persons;

(B) Series Fund directors, officers, or their spouses (or such persons'
children, grandchildren, parents or grandparents, or spouses of any such
persons); and

(C) representatives or employees (or their spouses) of Fortis Investors
(including agencies) or of other broker-dealers having a sales agreement
with Fortis Investors (or such persons' children, grandchildren, parents, or
grandparents, or spouses of any such persons).

GENERAL PROVISIONS

THE CONTRACTS

The entire contract includes any application, amendment, rider, endorsement, and
revised contract pages. Only an officer 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 an officer of Fortis Benefits.

The contracts are non-participating and do not share in dividends or earnings of
Fortis Benefits.

POSTPONEMENT OF PAYMENT

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. For
a description of other circumstances in which amounts payable out of Variable
Account assets could be deferred, see "Postponement of Payments" in the
Statement of Additional Information. 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 credit or charge the amount of any
adjustment with interest at the rate of 3% annually.

ASSIGNMENT

Owners and payees may assign their rights and interests under a Qualified
Contract only in certain narrow circumstances referred to in the contract.
Owners and other payees may assign their rights and interests under
Non-Qualified Contracts, including their ownership rights.

We take no responsibility for the validity of any assignment. 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. 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 payments we make or action we take before receiving the
written request. We also need the consent of any irrevocably named person before
making a requested change.

Upon the death of an owner, or Annuitant if the owner is not a natural person,
prior to the annuity commencement date, the beneficiary will be deemed as
follows:

- If there is any surviving owner, the surviving owner will be the
beneficiary (this overrides any other beneficiary designation).

- If there is no surviving owner, the beneficiary will be the beneficiary
designated by the owner.

- If there is no surviving owner and no surviving beneficiary who has been
designated by the owner, then the estate of the last surviving owner will
be the beneficiary.

REPORTS

We will mail to the owner (or to the person receiving payments during the
Annuity Period), at the last known address of record, any report and
communication required by any applicable law or regulation. You should therefore
give us prompt written notice of any address change. This will include annual
audited financial statements of the portfolios, but not necessarily of the
Variable Account or Fortis Benefits.

RIGHTS RESERVED BY FORTIS BENEFITS

We reserve the right to make certain changes if, in our judgment, they would
best serve the interests of owners and Annuitants or would be appropriate in
carrying out the purposes of the con-

19
<PAGE> 22

tracts. 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 Variable 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 Variable Account.

- To substitute, for the portfolio shares held in any subaccount, the
shares of another portfolio or the shares of another investment company
or any other investment permitted by law.

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

- To change the time or time 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 other broker-dealer firms or (3) are representatives of other
firms that are exempt from broker dealer regulation. Fortis Investors 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.

Fortis Investors will pay an allowance to its registered representatives and
selling brokers in varying amounts. Fortis Investors does not expect the
allowances under normal circumstances to exceed 6.00% of purchase payments plus
a servicing fee of .25% of contract value per year, starting in the second
contract year.

Fortis Investors may, under certain flexible compensation arrangements, pay
lesser or greater selling allowances and larger or smaller service fees to its
registered representatives and other broker dealer firms than as set forth
above. However, in such case, such flexible compensation arrangements will have
actuarial present values that are approximately equivalent to the amounts of the
selling allowances and service fees set forth above. Additionally, registered
representatives, broker-dealer firms and exempt firms may qualify for additional
compensation based upon meeting certain production standards. Fortis Investors
may charge back commissions paid to others if the contract upon which the
commission was paid is surrendered or cancelled within certain specified time
periods.

Fortis Benefits paid a total of $32,874,801, $48,774,402 and $XXXXX to Fortis
Investors for annuity contract distribution services during 1998, 1999 and 2000,
respectively. $5,389,151 in 1998, $7,643,966 in 1999 and $XXXX in 2000 was not
reallowed to other broker-dealers or exempt firms. In the distribution
agreement, Fortis Benefits has agreed to indemnify Fortis Investors (and its
agents, employees, and controlling persons) for certain damages and expenses,
including those arising under federal securities laws.

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.

See Notes to Fortis Benefits' Financial Statements as to amounts it has paid to
Fortis, Inc. for various services.

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. Fortis
Investors is not obligated to sell any specific amount of interests under the
contracts.

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 ("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 Variable Account, or (2) interest credited to the fixed account. Owners who
are not natural persons ARE taxed annually on any increase in the contract value
subject to 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 value of a contract, you pay
on the value so pledged or assigned to the same extent as a partial withdrawal.

20
<PAGE> 23

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 an Annuitant's or other payee's
"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 that payment as the "investment in the contract" bears to the total
expected value of the annuity payments for the term of the payments. However,
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 is

- part of a series of substantially equal annuity payments for the life or
life expectancy of you AND 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 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 owner's designated beneficiary is the surviving spouse, the
surviving spouse may continue the contract as the new contract owner. Where the
owner or other person receiving payments is not a natural person, the required
distributions under Section 72(A) apply on the death of the primary Annuitant.

The Internal Revenue Service has not issued regulations interpreting the
requirements of Section 72(s) (although it has issued proposed regulations
interpreting similar requirements for qualified plans). We intend to review and
modify the contract if necessary to ensure that it complies with the
requirements of Section 72(s) when clarified by regulation or otherwise.

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 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 contracts may be used with several types of tax-qualified plans. The tax
rules applicable to 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 excludable
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.

21
<PAGE> 24

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;

- 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.

The tax implications of these plans are further discussed in the Statement of
Additional Information under the heading "Taxation Under Certain Retirement
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 plan to another
qualified retirement plan. Moreover, special "backup withholding" rules may
require us to 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 investments
underlying 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 receiving annuity payments to be treated as the
owners of Variable 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 may 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 under 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 product you exchanged out of.

Because of the complexity of these and other tax aspects in connection with an
exchange, you should consult a tax adviser before making any exchange.

TAX LAW RESTRICTIONS AFFECTING SECTION 403 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 these 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 made after December 31, 1988.

FURTHER INFORMATION ABOUT FORTIS BENEFITS

GENERAL

We offer and sell insurance products, including fixed and variable life
insurance policies, fixed and variable annuity contracts, and group life,
accident and health insurance policies. We market our products to small
businesses and individuals through a national network of independent agents,
brokers, and financial institutions.

OWNERSHIP OF SECURITIES

All of Fortis Benefits' outstanding shares are owned by Interfinancial, Inc.,
which is itself wholly owned by Fortis, Inc., both having an address of One
Chase Manhattan Plaza, New York, N.Y. 10005. Fortis, Inc., in turn is wholly
owned by Fortis International, Inc., which is wholly owned by AMEV/VSB 1990
N.V., both of which share the same address with N.V. AMEV., Archimedeslaan 10,
3584 BA, Utrecht, The Netherlands. AMEV/ VSB 1990 N.V. is 50% owned by Fortis
(NL)N.V. and 50% owned, through certain subsidiaries, by Fortis (B), Boulevard
Emile Jacqmain 53, 1000 Brussels, Belgium.

22
<PAGE> 25

SELECTED FINANCIAL DATA

The following is a summary of certain financial data of Fortis Benefits. This
summary has been derived in part from the financial statements of Fortis
Benefits included elsewhere in this prospectus. You should read the following
along with these financial statements.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------
(IN THOUSANDS) 2000 1999 1998 1997 1996
-------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Premiums and policy charges......................... $ $1,403,291 $1,299,770 $1,238,006 $1,295,878
Net investment income............................... 238,698 234,043 228,724 206,023
Net realized gains (losses) on investment........... 25,962 52,404 41,101 25,731
Other income........................................ 53,848 44,671 36,458 31,725
---------- ---------- ---------- ---------- ----------
TOTAL REVENUES...................................... $ $1,721,799 $1,630,888 $1,544,289 $1,559,357
========== ========== ========== ========== ==========
Total benefits and expenses......................... $ $1,598,266 $1,538,604 $1,442,059 $1,470,066
Federal Income taxes................................ 40,327 30,402 35,120 31,099
Net income.......................................... 83,206 61,882 67,110 58,192
BALANCE SHEET DATA
Total assets........................................ $ $9,610,139 $7,578,055 $6,819,484 $5,951,876
Total liabilities................................... 8,760,587 6,692,587 5,939,378 5,171,203
Total shareholder's equity.......................... 849,552 885,468 880,106 780,673
</TABLE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

2000 COMPARED TO 1999

[To Be Inserted]

1999 COMPARED TO 1998

REVENUES

The Company's major products are group disability and dental, group medical,
group life, and annuity and individual life insurance coverages sold through a
network of independent agents and brokers. In the fourth quarter of 1999, the
Company assumed a block of business from an affiliated Company, United Family
Life Insurance Company. This assumed business is primarily pre-need life
insurance designed to pre-fund funeral expenses and is sold as individual and
group life and annuity products. Pre-need business represents $36 million in
gross premium in 1999. Group disability and dental, group medical, group life,
annuity and individual life and pre-need represented 39%,32%, 18%, 8% and 3%,
respectively of premium in 1999 and 38%, 36%, 19%, 7% and 0% respectively in
1998. The Company had less capital gains from fixed income investments in 1999
as compared to 1998. During 1999, the Company decreased its common stock
holdings as a result of investment portfolio realignment which resulted in
equity gains.

The Company continues to match investment portfolio composition to liquidity
needs and capital requirements. Changes in interest rates during 1999 and 1998
resulted in recognition of realized gains and losses upon sales of securities.

BENEFITS

The total year-to-date policyholder benefit to premium ratio decreased to 80% in
1999 from 83% in 1998. The group disability and dental, group medical, group
life, annuity and individual life, and pre-need benefit to premium ratios for
the year ended December 31, were 83%, 80%, 70%, 94%, and 87% respectively in
1999 and 83%, 85%, 73%, 108% and 0% respectively in 1998. The group medical
business experienced a lower premium to benefit ratio due to rate increases and
better management of claims. Group life had improved mortality in 1999. The
annuity and individual life business also experienced strong market performance,
in addition to lower interest crediting on the Company's interest sensitive and
investment products.

EXPENSES

Commission rates have decreased from the levels in 1998. This is primarily due
to changes in the mix of business by product lines as well as the change in
first year versus renewal premiums.

The Company's general and administrative expense to premium ratio decreased
slightly to 22% in 1999 down from 23% in 1998. A principal reason for this
expense reduction is the combining of three group medical cost centers into one.
The Company continued to monitor expenses, striving to improve the expense to
premium ratio, while maintaining quality and timely services to policyholders.

MARKET RISK AND RISK MANAGEMENT

Interest rate risk is the Company's primary market risk exposure. Substantial
and sustained increases and decreases in market interest rates can affect the
profitability of insurance products and market value of investments. The yield
realized on new investments generally increases or decreases in direct
relationship with interest rate changes. The market value of the Company's fixed
maturity and mortgage loan portfolios generally increases when interest rates
decrease, and decreases when interest rates increase.

Interest rate risk is monitored and controlled through asset/ liability
management. As part of the risk management process, different economic scenarios
are modeled, including cash flow testing required for insurance regulatory
purposes, to determine that existing assets are adequate to meet projected
liability cash flows. A major component of the Company's asset/liability

23
<PAGE> 26

management program is structuring the investment portfolio with cash flow
characteristics consistent with the cash flow characteristics of the Company's
insurance liabilities. The Company uses computer models to perform simulations
of the cash flow generated from existing insurance policies under various
interest rate scenarios. Information from these models is used in the
determination of interest crediting strategies and investment strategies. The
asset/liability management discipline includes strategies to minimize exposure
to loss as market interest rates change. On the basis of these analyses,
management believes there is no material solvency risk to the Company with
respect to interest rate movements up or down of 100 basis points from year-end
levels.

Equity market risk exposure is not significant. Equity investments in the
general account are not material enough to threaten solvency and contractowners
bear the investment risk related to the variable products. Therefore, the risks
associated with the investments supporting the variable separate accounts are
assumed by contractowners, not by the Company. The Company provides certain
minimum death benefits that depend on the performance of the variable separate
accounts. Currently the majority of these death benefit risks are reinsured
which then protects the Company from adverse mortality experience and prolonged
capital market decline.

LIQUIDITY AND CAPITAL RESOURCES

The market value of cash, short-term investments and publicly traded bonds and
stocks is at least equal to all policyholder reserves and liabilities. The
Company's portfolio is readily marketable and convertible to cash to a degree
sufficient to provide for short-term needs. The Company consistently monitors
its liability durations and invests assets accordingly. The Company has no
material commitments or off-balance sheet financing arrangements, which would
reduce sources of funds in the upcoming year.

The National Association of Insurance Commissioners has implemented risk-based
capital standards to determine the capital requirements of a life insurance
company based upon the risks inherent in its operations. These standards require
the computation of a risk-based capital amount which is then compared to a
company's actual total adjusted capital. Based upon current calculations using
these risk-based capital standards, the Company's percentage of total adjusted
capital is in excess of ratios, which would require regulatory attention.

The Company's fixed maturity investments consisted of XX% investment grade bonds
as of December 31, 2000 and the Company does not expect this percentage to
change significantly in the future.

YEAR 2000

[To Be Inserted]

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 portfolio
shareholders meeting. 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 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.

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.

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 a portfolio. 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 holders holding voting interests in that
portfolio. Shares held by separate accounts other than the Variable Account will
in general be voted in accordance with instructions of owners 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 Variable Account
will receive proxy material, reports and other materials relating to the
appropriate portfolio. Under the procedures described above, 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

24
<PAGE> 27

- all other matters that are put to a vote of portfolio shareholders

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.

OTHER INFORMATION

We have filed Registration Statements with the Securities and Exchange
Commission under the Securities Act of 1933 as amended, with respect to the
contracts discussed in this prospectus. We have not included in the prospectus
all of the information set forth in the Registration Statement, amendments, and
exhibits thereto. We intend statements contained in this prospectus about the
content of the contracts and other legal instruments to be summaries. For a
complete statement of the terms of these documents, you should refer to the
instruments filed with the Securities and Exchange Commission.

A Statement of Additional Information is available upon request. Its contents
are as follows:

CONTENTS OF STATEMENT OF ADDITIONAL
INFORMATION

<TABLE>
<S> <C>
Fortis Benefits and the Variable Account.......
Calculation of Annuity Payments................
Postponement of Payments.......................
Services.......................................
- Safekeeping of Variable Account Assets.....
- Experts....................................
- Principal Underwriter......................
Taxation Under Certain Retirement Plans........
Withholding....................................
Other Information..............................
Variable Account Financial Statements..........
APPENDIX A--Performance Information............
</TABLE>

FORTIS BENEFITS FINANCIAL STATEMENTS

The financial statements of Fortis Benefits that are included in this prospectus
should be considered primarily as bearing on our ability to meet our obligations
under the contracts. The contracts are not entitled to participate in our
earnings, dividends or surplus.

[To Be Inserted]

25
<PAGE> 28

APPENDIX A--SAMPLE MARKET VALUE ADJUSTMENT CALCULATIONS

The formula which will be used to determine the Market Value Adjustment is:

Sample Calculation 1: Positive Adjustment

<TABLE>
<S> <C>
Amount withdrawn or transferred $10,000
Existing Guarantee Period 7 years
Time of withdrawal or transfer beginning of 3rd year of Existing Guarantee Period
Guaranteed Interest Rate (I) 8%*
Guaranteed Interest Rate for new 5-year guarantee (J) 7%*
Remaining Guarantee Period (N) 60 months
Market Value Adjustment
</TABLE>

Amount transferred or withdrawn (adjusted for Market Value Adjustment):
$10,234.73

Sample Calculation 2: Negative Adjustment

<TABLE>
<S> <C>
Amount withdrawn or transferred $10,000
Existing Guarantee Period 7 years
Time of withdrawal or transfer beginning of 3rd year of Existing Guarantee Period
Guaranteed Interest Rate (I) 8%*
Guaranteed Interest Rate for new 5-year guarantee (J) 9%*
Remaining Guarantee Period (N) 60 months
Market Value Adjustment:
</TABLE>

Amount transferred or withdrawn (adjusted for Market Value Adjustment):
$9,333.58

Sample Calculation 3: Negative Adjustment

<TABLE>
<S> <C>
Amount withdrawn or transferred $10,000
Guarantee Period 7 years
Time of withdrawal or transfer beginning of 3rd year of Existing Guarantee Period
Guaranteed Interest Rate (I) 8%*
Guaranteed Interest Rate for new 5-year guarantee (J) 7.75%*
Remaining Guarantee Period (N) 60 months
Market Value Adjustment:
</TABLE>

Amount transferred or withdrawn (adjusted for Market Value Adjustment):
$9,885.06
------------------------------
* Assumed for illustrative purposes only.

A-1
<PAGE> 29

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<PAGE> 30

APPENDIX B--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 Contract Owner (or Annuitant)".

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 measurement set forth as (3) under the Contract
Anniversary Step-Up Death Benefit and 5% Roll-Up Death Benefit in the section
entitled "Benefit Payable on Death of Contract Owner (or Annuitant)", 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

(i) the contract value on the anniversary, plus

(ii) purchase payments made since the anniversary and before
withdrawal, minus

(iii) pro rata adjustments for withdrawals made since the anniversary
and before the given withdrawal.

Under the death benefit measurement set forth as (2) under the 5% Roll-Up Death
Benefit in the section entitled "Benefit Payable on Death of Contract Owner (or
Annuitant)", 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

(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 81st 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
81st birthday and before the given withdrawal.

Under the death benefit measurement set forth as (2) under the Return of Premium
Death Benefit and Contract Anniversary Step-Up Death Benefit in the section
entitled "Benefit Payable on Death of Contract Owner (or Annuitant)", 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

B-1
<PAGE> 31

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<PAGE> 32

APPENDIX C--CONDENSED FINANCIAL INFORMATION

The following tables give (1) the accumulation unit value ("AUV") and (2) the
total number of accumulation units, for each subaccount of the Variable Account
available under the contracts for the indicated periods. Historical data is not
provided for subaccounts used for the death benefits other than the Annual
Ratchet Death Benefit because they had not begun operations prior to May 1,
2000.
<TABLE>
<CAPTION>
MONEY MARKET U.S. GOVT SECURITIES DIVERSIFIED INCOME MULTISECTOR BOND
----------------------- ----------------------- --------------------------- ---------------------------
ANNUAL RATCHET ANNUAL RATCHET ANNUAL RATCHET ANNUAL RATCHET
DEATH BENEFIT DEATH BENEFIT DEATH BENEFIT DEATH BENEFIT
----------------------- ----------------------- --------------------------- ---------------------------
TOTAL # OF TOTAL # OF TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION ACCUMULATION ACCUMULATION
AUV AT UNITS AT AUV AT UNITS AT AUV AT UNITS AT AUV AT UNITS AT
YEAR YEAR END YEAR END YEAR END YEAR END YEAR END YEAR END YEAR END YEAR END
---- -------- ------------ -------- ------------ -------- ---------------- -------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
2000............ $ $ $ $
1999............ 10.640 572,289 10.243 442,615 10.015 134,641 10.021 64,476
1998............ 1.532 39,532,433 18.421 7,577,700 2.059 51,323,231 13.254 1,236,211

<CAPTION>
HIGH YIELD
---------------------------
ANNUAL RATCHET
DEATH BENEFIT
---------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT
YEAR YEAR END YEAR END
---- -------- ----------------
<S> <C> <C>
2000............ $
1999............ 9.699 81,390
1998............ 12.823 4,984,906
</TABLE>
<TABLE>
<CAPTION>
INTERNATIONAL STOCK II ASSET ALLOCATION VALUE GROWTH & INCOME
----------------------- ----------------------- --------------------------- ---------------------------
ANNUAL RATCHET ANNUAL RATCHET ANNUAL RATCHET ANNUAL RATCHET
DEATH BENEFIT DEATH BENEFIT DEATH BENEFIT DEATH BENEFIT
----------------------- ----------------------- --------------------------- ---------------------------
TOTAL # OF TOTAL # OF TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION ACCUMULATION ACCUMULATION
AUV AT UNITS AT AUV AT UNITS AT AUV AT UNITS AT AUV AT UNITS AT
YEAR YEAR END YEAR END YEAR END YEAR END YEAR END YEAR END YEAR END YEAR END
---- -------- ------------ -------- ------------ -------- ---------------- -------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
2000............ $ $ $ $
1999............ 10.103 79,963 12.888 584,816 10.435 113,583 11.113 202,247
1998............ 16.513 3,315,158 3.326 160,803,266 14.768 4,869,102 21.767 12,171,938

<CAPTION>
S&P 500
---------------------------
ANNUAL RATCHET
DEATH BENEFIT
---------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT
YEAR YEAR END YEAR END
---- -------- ----------------
<S> <C> <C>
2000............ $
1999............ 13.031 857,907
1998............ 18.689 10,440,486
</TABLE>
<TABLE>
<CAPTION>
BLUE CHIP INTERNATIONAL STOCK GLOBAL GROWTH GROWTH STOCK
----------------------- ----------------------- --------------------------- ---------------------------
ANNUAL RATCHET ANNUAL RATCHET ANNUAL RATCHET ANNUAL RATCHET
DEATH BENEFIT DEATH BENEFIT DEATH BENEFIT DEATH BENEFIT
----------------------- ----------------------- --------------------------- ---------------------------
TOTAL # OF TOTAL # OF TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION ACCUMULATION ACCUMULATION
AUV AT UNITS AT AUV AT UNITS AT AUV AT UNITS AT AUV AT UNITS AT
YEAR YEAR END YEAR END YEAR END YEAR END YEAR END YEAR END YEAR END YEAR END
---- -------- ------------ -------- ------------ -------- ---------------- -------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
2000............ $ $ $ $ $
1999............ 13.021 635,603 12.023 270,261 14.823 117,470 15.898 153,315
1998............ 18.238 7,548,794 16.113 4,751,940 21.433 11,744,865 3.870 136,042,148

<CAPTION>
AGGRESSIVE GROWTH
---------------------------
ANNUAL RATCHET
DEATH BENEFIT
---------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT
YEAR YEAR END YEAR END
---- -------- ----------------
<S> <C> <C>
2000............
1999............ 21.505 216,039
1998............ 15.829 6,165,803
</TABLE>
<TABLE>
<CAPTION>
MID CAP STOCK LARGE CAP GROWTH SMALL CAP VALUE
----------------------- ----------------------- ---------------------------
ANNUAL RATCHET ANNUAL RATCHET ANNUAL RATCHET
DEATH BENEFIT DEATH BENEFIT DEATH BENEFIT
----------------------- ----------------------- ---------------------------
TOTAL # OF TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION ACCUMULATION
AUV AT UNITS AT AUV AT UNITS AT AUV AT UNITS AT
YEAR YEAR END YEAR END YEAR END YEAR END YEAR END YEAR END
---- -------- ------------ -------- ------------ -------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
2000............ $ $ $
1999............ 10.555 107,955 14.779 359,451 10.677 186,047
1998............ 9.625 765,338 11.755 842,995 9.367 1,098,102

YEAR
----
<S> <C> <C>
2000............
1999............
1998............
</TABLE>

C-1
<PAGE> 33

CONTRACTS UNDER
FLEXIBLE PREMIUM DEFERRED
COMBINATION VARIABLE AND FIXED ANNUITY CONTRACTS
FORTIS MAX ACCUMULATOR VARIABLE ANNUITY

Issued by

FORTIS BENEFITS INSURANCE COMPANY

STATEMENT OF ADDITIONAL INFORMATION

MAY 1, 2001

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 Contracts under flexible premium deferred combination variable
and fixed annuity contracts ("Contracts"), dated May 1, 2001. A copy of the
Prospectus may be obtained without charge from Fortis Investors, Inc.
1-800-800-2638, mailing address: P.O. Box 64272, St. Paul, MN 55164. You have
the option of receiving benefits under a Contract through Fortis Benefits'
Variable Account D or through Fortis Benefits' Fixed Account.

TABLE OF CONTENTS

Fortis Benefits and the Variable Account.......................................2
Calculation of Annuity Payments................................................2
Postponement of Payments.......................................................3
Services.......................................................................3
- Safekeeping of Variable Account Assets................................3
- Experts...............................................................4
- Principal Underwriter ................................................4
Limitation on Allocations......................................................4
Taxation Under Certain Retirement Plans........................................4
Withholding....................................................................9
Variable Account Financial Statements..........................................9
Appendix A -- Performance Information........................................A-1

In order to supplement the description in the Prospectus, the following provides
additional information about the Contracts and other matters which may be of
interest to you. 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."

<PAGE> 34

FORTIS BENEFITS AND THE VARIABLE ACCOUNT

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 Interfinancial, Inc., a stock company organized under
the laws of Georgia, 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 (NL) N.V. has been in business since 1847 and is a publicly-traded,
multi-national insurance, real estate, and financial services group
headquartered in The Netherlands. It is one of the largest holding companies in
Europe, with subsidiary companies in twelve countries on four continents. Fortis
(NL) N.V. is the third largest 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 subsidiary companies in eight
countries. Fortis (B) is one of the largest life insurance companies in Belgium.
Fortis (NL) N.V. and Fortis (B) have combined assets of approximately $XXXX
billion.

The assets allocated to the Variable Account are the exclusive property of
Fortis Benefits. Registration of the Variable Account under the Investment
Company Act of 1940 does not involve supervision of the management or investment
practices or policies of the Variable Account or of Fortis Benefits by the
Securities and Exchange Commission. Fortis Benefits may accumulate in the
Variable Account proceeds from charges under the Contracts and other amounts in
excess of the Variable Account assets representing reserves and liabilities
under Contracts and other variable annuity contracts issued by Fortis Benefits.
Fortis Benefits may from time to time transfer to its General Account any of
such excess amounts.

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 Aa3 from Moody's. As defined by Moody's, insurers rated Aa3 offer "excellent
financial security." These ratings represent such rating agencies' independent
opinion of Fortis Benefits' financial strength and ability to meet policy holder
obligations, but have no relevance to the performance and quality of the assets
in Subaccounts of the Variable Account.

CALCULATION OF ANNUITY PAYMENTS

FIXED ANNUITY OPTION

The amount of each annuity payment under a Fixed Annuity Option is fixed and
guaranteed by Fortis Benefits. Monthly fixed annuity payments will start as of
the end of the Valuation Period that contains the Annuity Commencement Date. At
that time, the Contract Value , after any Market Value Adjustment, 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 Variable 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, after any Market Value Adjustment, 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

<PAGE> 35

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

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

POSTPONEMENT OF PAYMENTS

With respect to amounts in the Subaccounts of the Variable Account, payment of
any amount due upon a total or partial surrender, death or under an annuity
option will ordinarily be made within seven days after all documents required
for such payment are received by Fortis Benefits at its Home Office. However,
Fortis Benefits may defer the determination, application or payment of any death
benefit, transfer, partial or total surrender or annuity payment, to the extent
dependent on Accumulation or Annuity Unit Values, for any period during which
the New York Stock Exchange is closed (other than customary weekend and holiday
closings) or trading on the New York Stock Exchange is restricted as determined
by the Securities and Exchange Commission, for any period during which any
emergency exists as a result of which it is not reasonably practicable for
Fortis Benefits to determine the investment experience for the Contract, or for
such other periods as the Securities and Exchange Commission may by order permit
for the protection of investors.

SERVICES

SAFEKEEPING OF VARIABLE ACCOUNT ASSETS

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

<PAGE> 36

Subaccounts of the Variable Account.

EXPERTS

The financial statements of Fortis Benefits Insurance Company at December 31,
2000 and 1999, and for each of the three years in the period ended December 31,
2000, and the statements of net assets of Fortis Benefits Insurance Company
Variable Account D at December 31, 2000 and the related statements of changes in
net assets for each of the two years in the period ended December 31, 2000,
appearing in the Prospectus, this Statement of Additional Information and
Registration Statement have been audited by PricewaterhouseCoopers, LLP,
independent auditors, as set forth in their reports thereon appearing elsewhere
herein, and are included in reliance upon such authority as experts in
accounting and auditing.

PRINCIPAL UNDERWRITER

Fortis Investors, Inc. ("Fortis Investors"), the principal underwriter of the
Contracts, is a Minnesota corporation and a member of the Securities Investors
Protection Corporation. The offering of the Contracts is continuous, and Fortis
Investors does not anticipate discontinuing the offering of the Contracts,
although it reserves the right to do so. Contracts generally will be issued for
Participants from ages zero to ninety in all states except New York.

LIMITATIONS 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 investors participating in Fortis Series'
Portfolios: a Participant may not invest, allocate, transfer or exchange
Contract Value into any Subaccount if the value allocated to the 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.

TAXATION UNDER CERTAIN RETIREMENT PLANS

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

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

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

Taxation of Distributions. Distributions from a Section 403(b) tax-deferred
annuity are taxed as ordinary income to the recipient as described under
"Federal Tax Matters" in the Prospectus. Taxable distributions received before
the employee attains age 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 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

<PAGE> 37

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 Participant or
Payee 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 transfer of
one Section 403(b) annuity for another Section 403(b) annuity, and the IRS has
ruled (Revenue Ruling 90-24) that amounts transferred may qualify as tax-free
transfers under certain circumstances. In addition, Section 403(b)(8) of the
code permits tax-free rollovers from Section 403(b) programs to individual
retirement annuities or other Section 403(b) programs under certain
circumstances.

SECTION 401 QUALIFIED PENSION, PROFIT-SHARING OR ANNUITY PLANS

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

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

Required Distributions. The minimum distribution requirements for these
qualified plans are generally the same as described above with respect to
Section 403(b) annuities.

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 withheld
from the distribution unless the distribution is transferred directly from the
qualified plan to the individual retirement account or individual retirement
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

<PAGE> 38

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 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) annuities.
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.

<PAGE> 39

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 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.

<PAGE> 40

Required Distributions. The distribution requirements for these qualified plans
are generally the same as described above with respect to Section 403(b)
annuities. 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 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.

WITHHOLDING

Annuity payments and other amounts received under Contracts are subject to
income tax withholding unless the recipient elects not to have taxes withheld.
The amounts withheld will vary among recipients depending on the tax status of
the individual and the type of payments from which taxes are withheld.

Notwithstanding the recipient's election, withholding may be required with
respect to certain payments to be delivered outside the United States and, with
respect to certain distributions from certain types of qualified retirement
plans, unless the proceeds are transferred directly to another qualified
retirement plan. Moreover, special "backup withholding" rules may require Fortis
Benefits to disregard the recipient's election if the recipient fails to supply
Fortis Benefits with a "TIN" or taxpayer identification number (social security
number for individuals), or if the Internal Revenue Service notifies Fortis
Benefits that the TIN provided by the recipient is incorrect.

OTHER INFORMATION

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

VARIABLE ACCOUNT FINANCIAL STATEMENTS

<PAGE> 41

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.

A-1

<PAGE> 42

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

<TABLE>
<CAPTION>
PORTFOLIO NAME RATING SERVICE CATEGORY
<S> <C> <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

</TABLE>

A-2
<PAGE> 43

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

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

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

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

</TABLE>

A-3

<PAGE> 44

PART C
OTHER INFORMATION
-----------------

ITEM 24. FINANCIAL STATEMENT AND EXHIBITS

a. Financial Statements included in Part A: (to be filed by amendment)

With Respect to Fortis Benefits Insurance Company:

Report of Independent Auditors.

Balance Sheets for the years ended December 31, 2000 and 1999.

Statements of Income, Statements of Changes in Shareholder's
Equity and Statements of Cash Flows for the years ended December
31, 2000, 1999 and 1998.

Notes to Financial Statements.

Financial Statements included in Part B: (to be filed by amendment)

With Respect to Variable Account D of Fortis Benefits Insurance
Company:

Report of Independent Auditors.

Statement of Net Assets for the year ended December 31, 2000.

Statements of Changes in Net Assets for the year ended December
31, 2000 and 1999.

Notes to Financial Statements.

b. Exhibits:

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

2. Not applicable

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

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

(c) Form of Dealer Sales Agreement (incorporated by reference
from Post-Effective Amendment No. 12 to Form N-4
registration statement, File No. 33-19421, filed on December
22, 1994).

4. (a) Form of Variable Annuity Contract -- to be filed by
amendment.

(b) Form of IRA Endorsement (incorporated by reference from
Pre-Effective Amendment No. 1 to Form N-4 registration
statement, File No. 33-19421, filed on April 18, 1988).

(c) Tax Deferred Annuity Loan Agreement Form (incorporated by
reference from Post Effective Amendment No. 9 to Form N-4
registration statement, File No. 33-19421, filed April 29,
1993).

(d) Form of Section 403(b) Annuity Endorsement (incorporated by
reference from Post-Effective Amendment No. 3 to Form N-4
registration statement, File No. 33-19421, filed on March 1,
1990).

(e) Nursing Care/Hospitalization Waiver of Surrender Charge
Rider (incorporated by reference from Post-Effective
Amendment No. 13 to Form N-1 registration statement, File
No. 33-19421, filed April 27, 1995).
<PAGE> 45
5. (a) Form of Application for Variable Annuity Contract
(including telephone authorization form) to be filed by
amendment.

(b) Annuity Contract Exchange Form (incorporated by reference
from Pre-Effective Amendment No. 1 to Form N-4 registration
statement, File No. 33-19421, filed on April 18, 1988).

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

(b) By-laws of depositor (incorporated by reference from Form
S-6 Registration Statement of Fortis Benefits and its
Variable Account C filed 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 Post-Effective Amendment No 6 to Form N-4
registration statement, File No. 33-19421, filed on March 2,
1992).
(d) Certificate of Amendment to Bylaws of depositor dated May 1,
1999 (Incorporated by reference from Form 10-K of Fortis
Benefits Insurance Company filed March 29, 2000, File No.
33-37576).

7. None.

8. None.

9. Opinion and consent of John W. Norton, Esq, as to the legality of
the securities being registered (incorporated by reference from
Post-Effective Amendment No. 2 to Form N-4 registration
statement, File No. 33-19421, filed on April 28, 1989).

10. (a) Consent of PricewaterhouseCoopers LLP--to be filed by
amendment.

(b) Power of Attorney for Messrs. Freedman and Clayton
(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--none.

14. Financial Data Schedule--to be filed.

<PAGE> 46

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-Director
----------------

Robert Brian Pollock (2) President and Chief
Executive Officer

Benjamin Cutler (5) Executive Vice President--(President--
Fortis Health)

Dean C. Kopperud (1) Executive Vice President--(President--
FFG)

Michael John Peninger (4) Executive Vice President - (President Group
Nonmedical)

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

J. Kerry Clayton (2) Chairman of the Board

Arie Aristide Fakkert (3)

A.W. Feagin (6)

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

Larry M. Cains (2) Treasurer

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

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

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

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

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

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

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

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

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

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

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

(6) Address: 10 Glenlake Parkway NE, Suite 500, Atlanta, GA 30328

<PAGE> 47

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

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

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

ITEM 27. NUMBER OF CONTRACT OWNERS

None

ITEM 28. INDEMNIFICATION

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

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

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

<PAGE> 48

ITEM 29. PRINCIPAL UNDERWRITERS

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

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

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

Roger W. Arnold * 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

Tamara L. Fagely* Vice President

Joanne M. Herron* Assistant Treasurer

John E. Hite* Secretary and
Vice President

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.

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.

<PAGE> 49

Item 31. MANAGEMENT SERVICES

None.

Item 32. UNDERTAKINGS

The Registrant hereby undertakes:

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

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

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

Fortis Benefits Insurance Company represents:

(a) that the fees and charges imposed under the provisions of the Contract
covered by this registration statement, in the aggregate, are
reasonable in relation to the services to be rendered by the
Registrant associated with the Contracts, the expenses to be incurred
by the 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> 50

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 15th day of
December, 2000.

VARIABLE ACCOUNT D OF
FORTIS BENEFITS INSURANCE COMPANY
(Registrant)

By: FORTIS BENEFITS INSURANCE COMPANY

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

FORTIS BENEFITS INSURANCE COMPANY

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

As required by the Securities Act of 1933 and the Investment Company Act of
1940, this Registration Statement has been signed by the following persons, in
the capacities indicated, on December 15, 2000.

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

--------------------------
J. Kerry Clayton Chairman of the Board

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

--------------------------
Alan W. Feagin Director

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

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

/s/
-------------------------
Michael John Peninger Director

/s/
-------------------------
Larry M. Cains Treasurer (Principal Accounting
and Principal Financial Officer)

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

<PAGE> 51

Exhibit Index

Exhibit No.
-----------
None