As filed with the Securities and Exchange Commission on April 28, 1997
                                                       Registration No. 33-63799




                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                               Amendment No. 3 to

                                    FORM S-1

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         FORTIS BENEFITS INSURANCE COMPANY
            ---------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                    Minnesota
         --------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)


                                        63
            --------------------------------------------------------
            (Primary Standard Industrial Classification Code Number)


                                   81-0170040
                      ------------------------------------
                      (I.R.S. Employer Identification No.)


                              500 Bielenberg Drive
                            Woodbury, Minnesota 55125
                                    612-738-5590
       ------------------------------------------------------------------
       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)


                           Rhonda J. Schwartz, Esquire
                                 P. O. Box 64284
                           Saint Paul, Minnesota 55164
                                   612-738-4499
       ------------------------------------------------------------------
       (Name, address including zip code, and telephone number, including
                        area code, of agent for service)



Approximate Date of Commencement of Proposed Sale to Public:  As soon as
practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box:
                                        /X /
                                        ---


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

                         CALCULATION OF REGISTRATION FEE



- -------------------------------------------------------------------------------------------------------------------------
Title of each                                     Proposed                 Proposed maximum
class of securities           Amount to be        maximum offering         aggregate                     Amount of
to be registered              registered          price per unit           offering price                registration fee
- -------------------------------------------------------------------------------------------------------------------------
                                                                                            
Interests under flexible           *                    *                  [None registered herewith.]
premium deferred
fixed annuity
contracts


- --------------------
* The maximum aggregate offering price is estimated solely for the purpose of
determining the registration fee.  The amount being registered and the proposed
maximum offering price per unit are not applicable in that these securities are
not issued in predetermined amounts or units.




                        FORTIS BENEFITS INSURANCE COMPANY

                              Cross-Reference Sheet
                           Pursuant to Regulation S-K
                                   Item 501(b)

Form S-1 Item Number                    Prospectus Caption
- --------------------                    ------------------

 1.  Forepart of the                    Cover Page; Table of Contents;
     Registration Statement             Distribution and Servicing
     and Outside Front
     Cover Page of Prospectus

 2.  Inside Front and Back              Other Information; Reports
     Cover Pages of Prospectus

 3.  Summary Information, Risk          Summary of Contract Features
     Factors and Ratio of               or, as to ratio of earnings to
     Earnings to Fixed Charges          fixed charges, Not Applicable

 4.  Use of Proceeds                    The Variable Account; Series Fund;
                                        The Fixed Account

 5.  Determination of Offering          Not Applicable
     Price

 6.  Dilution                           Not Applicable

 7.  Selling Security Holders           None

 8.  Plan of Distribution               Distribution and Servicing

 9.  Description of Securities          Cover Page; The Variable Account;
     to be Registered                   Series Fund; The Fixed Account;
                                        Accumulation Period; Charges and
                                        Deductions; General Provisions

10.  Interests of Named                 Legal Matters
     Experts and Counsel

11.  Information with Respect           Fortis Benefits/Fortis
     to the Registrant                  Financial Group Member;
                                        Further Information About
                                        Fortis Benefits; Financial
                                        Statements; Distribution and
                                        Servicing

12.  Disclosure of Commission           Not Applicable
     Position on Indemnification
     for Securities Act Liabilities

 
FORTIS BENEFITS INSURANCE COMPANY
MAILING ADDRESS:          STREET ADDRESS:                 PHONE: 1-800-800-2638
P.O. BOX 64272            500 BIELENBERG DRIVE                   EXTENSION 3057
ST. PAUL                  WOODBURY
MINNESOTA 55164           MINNESOTA 55125
 
This  Prospectus describes interests under flexible premium deferred combination
variable and  fixed annuity  contracts issued  either  on a  group basis  or  as
individual  contracts by Fortis Benefits  Insurance Company ("Fortis Benefits").
Participation in a group  contract will be  accounted for by  the issuance of  a
certificate  showing your interest under the group contract. Participation in an
individual contract is shown by the issuance of an individual annuity  contract.
The  certificate and the  individual contract are hereafter  both referred to as
the "Certificate". The minimum under a  Certificate is generally $5,000 for  the
initial and $1,000 for each subsequent purchase payment.
 
A  Certificate allows you to  accumulate funds on a  tax-deferred basis. You may
elect a guaranteed interest accumulation  option through Fortis Benefits'  Fixed
Account or a variable return accumulation option through Variable Account D (the
"Variable  Account") of Fortis Benefits, or  a combination of these two options.
Under the variable rate accumulation option, you can choose among one or more of
the following investment  portfolios of  Fortis Series Fund,  Inc. (the  "Series
Fund"):  Money  Market Series,  U.S.  Government Securities  Series, Diversified
Income Series, Global Bond Series,  High Yield Series, Asset Allocation  Series,
Global  Asset Allocation Series,  Value Series, Growth &  Income Series, S&P 500
Index Series, Blue Chip Stock Series, Global Growth Series, Growth Stock Series,
International Stock  Series,  and  Aggressive Growth  Series.  The  accompanying
Prospectus  for Fortis Series Fund describes the investment objectives, policies
and risks of each of the Portfolios. Under the guaranteed interest  accumulation
option,  you can choose among ten different guarantee periods, each of which has
its own interest rate.
 
The Certificate  provides  several  different  types  of  retirement  and  death
benefits,  including fixed and  variable annuity income  options. Within limits,
you may  make  partial  surrenders  of the  Certificate  Value  or  may  totally
surrender the Certificate for its Cash Surrender Value.
 
You  have the  right to  examine a Certificate  for ten  days from  the time you
receive the Certificate and return it for a refund of all purchase payments that
have been made, without  interest or appreciation  or depreciation. However,  in
certain  states where permitted by state law the refund will be in the amount of
the then current Certificate Value.
 
This Prospectus gives prospective  investors information about the  Certificates
that they should know before investing. This Prospectus must be accompanied by a
current  Prospectus of Fortis Series Fund, Inc. Both Prospectuses should be read
carefully and kept for future reference.
 
   
A Statement of Additional Information, dated May 1, 1997, about certain  aspects
of  the Certificates 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 23 of this Prospectus.
    
 
THESE POLICIES 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; AND INVOLVE INVESTMENT RISKS, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL.
 
THESE SECURITIES HAVE  NOT BEEN APPROVED  OR DISAPPROVED BY  THE SECURITIES  AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
FORTIS
MASTERS
VARIABLE
ANNUITY
 
Certificates Under Flexible
Premium Deferred
 
Combination Variable and
Fixed Annuity Contracts

PROSPECTUS DATED
May 1, 1997
 
[FORTIS LOGO]
 
   
95961 (Ed. 5/97)
    

TABLE OF CONTENTS
 
   


                                                                                                             PAGE
                                                                                                        
Special Terms Used in this Prospectus....................................................................          3
Information Concerning Fees and Charges..................................................................          4
Summary of Certificate Features..........................................................................          6
    - Fortis Benefits/Fortis Financial Group Member......................................................          8
The Variable Account.....................................................................................          8
Series Fund..............................................................................................          8
The Fixed Account........................................................................................          8
    - Guaranteed Interest Rates/Guarantee Periods........................................................          8
    - Market Value Adjustment............................................................................          9
    - Investments by Fortis Benefits.....................................................................          9
Accumulation Period......................................................................................         10
    - Issuance of a Certificate and Purchase Payments....................................................         10
    - Certificate Value..................................................................................         10
    - Allocation of Purchase Payments and Certificate Value..............................................         11
    - Total and Partial Surrenders.......................................................................         11
    - Benefit Payable on Death of Annuitant or Participant...............................................         11
The Annuity Period.......................................................................................         12
    - Annuity Commencement Date..........................................................................         12
    - Commencement of Annuity Payments...................................................................         12
    - Relationship Between Subaccount Investment Performance and Amount of Variable Annuity Payments.....         13
    - Annuity Forms......................................................................................         13
    - Death of Annuitant or Other Payee..................................................................         13
Charges and Deductions...................................................................................         13
    - Premium Taxes......................................................................................         13
    - Charges Against the Variable Account...............................................................         14
    - Tax Charge.........................................................................................         14
    - Surrender Charge...................................................................................         14
    - Miscellaneous......................................................................................         15
    - Reduction of Charges...............................................................................         15
General Provisions.......................................................................................         15
    - The Certificates...................................................................................         15
    - Postponement of Payment............................................................................         15
    - Misstatement of Age or Sex and Other Errors........................................................         15
    - Assignment.........................................................................................         15
    - Beneficiary........................................................................................         15
    - Reports............................................................................................         15
Rights Reserved By Fortis Benefits.......................................................................         15
Distribution.............................................................................................         16
Federal Tax Matters......................................................................................         16
Further Information about Fortis Benefits................................................................         18
    - General............................................................................................         18
    - Selected Financial Data............................................................................         18
    - Management's Discussion and Analysis of Financial Condition and Results of Operations..............         18
    - Directors and Executive Officers...................................................................         21
    - Executive Compensation.............................................................................         21
    - Ownership of Securities............................................................................         22
Voting Privileges........................................................................................         22
Legal Matters............................................................................................         23
Other Information........................................................................................         23
Contents of Statement of Additional Information..........................................................         23
Fortis Benefits Financial Statements.....................................................................         24
Appendix A--Sample Market Value Adjustment Calculations..................................................        A-1
Appendix B--Sample Death Benefit Calculations............................................................        B-1
Appendix C--Explanation of Expense Calculations..........................................................        C-1

    
 
THE  CERTIFICATES  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.

SPECIAL TERMS USED IN THIS PROSPECTUS
 

              
ACCUMULATION     The  time  period under  a  Certificate between  the Certificate  Issue  Date and  the Annuity
PERIOD           Commencement Date.
ACCUMULATION     A unit of measure used to calculate the Participants' interest in the Variable Account  during
UNIT             the Accumulation Period.
ANNUITANT        A  person during  whose life  annuity payments  are to  be made  by Fortis  Benefits under the
                 Certificate.
ANNUITY          The date on which the Annuity Period commences.
COMMENCEMENT
DATE
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.
BENEFICIARY      The person entitled to receive benefits under the terms of the Certificate.
CASH SURRENDER   The  amount payable to  the Participant on  surrender of the  Certificate after all applicable
VALUE            adjustments and deduction of all applicable charges.
CERTIFICATE      The date on which the Certificate becomes effective as shown on the Certificate Data Page.
ISSUE DATE
CERTIFICATE      The sum of the Fixed Account Value and the Variable Account Value.
VALUE
FIXED ACCOUNT    The name of the  alternative under which  purchase payments are  allocated to Fortis  Benefits
                 General Account.
FIXED ACCOUNT    The amount of your Certificate Value which is in the Fixed Account.
VALUE
FIXED ANNUITY    An annuity option under which Fortis Benefits promises to pay the Annuitant or any other payee
OPTION           that you designate one or more fixed payments.
GENERAL ACCOUNT  All  assets of Fortis Benefits other than those  in the Variable Account, and other than those
                 in any other legally segregated separate account established by Fortis Benefits.
GUARANTEED       The rate of interest we credit during any Guarantee Period, on an effective annual basis.
INTEREST RATE
GUARANTEE        The period for which a Guaranteed Interest Rate is credited.
PERIOD
HOME OFFICE      Our office at 500 Bielenberg Drive, Woodbury, Minnesota 55125; 1-800-800-2638, extension 3057;
                 Mailing address: P.O. Box 64272, St. Paul, MN 55164.
MARKET VALUE     Positive or negative adjustment in Fixed Account Value that we make if such value is paid  out
ADJUSTMENT       more  than fifteen days before  or after the end  of a Guarantee Period  in which it was being
                 held.
NET PURCHASE     The gross  amount  of  a  purchase  payment less  any  applicable  premium  taxes  or  similar
PAYMENT          governmental assessments.
NON-QUALIFIED    Certificates  that do not qualify  for the special federal  income tax treatment applicable in
CERTIFICATES     connection with certain retirement plans.
PARTICIPANT      The person or company named in the application for a Certificate, who is entitled to  exercise
                 all rights and privileges of ownership under the Certificate during the Accumulation Period.
PORTFOLIO        Each  separate investment  portfolio of  Series Fund eligible  for investment  by the Variable
                 Account.
QUALIFIED        Certificates that are  qualified for the  special federal income  tax treatment applicable  in
CERTIFICATES     connection with certain retirement plans.
SERIES FUND      Fortis  Series Fund, Inc., a diversified, open-end  management investment company in which the
                 Variable Account invests.
SEVEN YEAR       The seventh anniversary of a Certificate  Issue Date, and each subsequent seventh  anniversary
ANNIVERSARY      of that date.
SUBACCOUNTS      The  several  Subaccounts of  the Variable  Account, each  of  which invests  its assets  in a
                 different Portfolio.
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        The period that starts at  the close of regular  trading on the New  York Stock Exchange on  a
PERIOD           Valuation Date and ends at the close of regular trading on the exchange on the next succeeding
                 Valuation Date.
VARIABLE         The  segregated asset account referred  to as Variable Account  D of Fortis Benefits Insurance
ACCOUNT          Company established to receive and invest purchase payments under Certificates.
VARIABLE         The amount of your Certificate Value in the Subaccounts of the Variable Account.
ACCOUNT VALUE

 
                                       3


              
VARIABLE         An annuity option under which Fortis Benefits promises to pay the Annuitant or any other payee
ANNUITY OPTION   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.
WRITTEN REQUEST  A written, signed and dated request, in form and substance satisfactory to Fortis Benefits and
                 received at our Home Office.

 
 INFORMATION CONCERNING FEES AND CHARGES
 
 PARTICIPANT TRANSACTION CHARGES
 

                                                                        
Front-End Sales Charge Imposed on Purchases..............................   0%
Maximum Surrender Charge for Sales Expenses..............................   7%(1)

 


                                    SURRENDER CHARGE AS A
    NUMBER OF YEARS SINCE           PERCENTAGE OF PURCHASE
PURCHASE PAYMENT WAS CREDITED              PAYMENT
- ------------------------------      ----------------------
                                 
                   Less than 1                 7%
    At least 1 but less than 2                 6%
    At least 2 but less than 3                 5%
    At least 3 but less than 4                 4%
    At least 4 but less than 5                 3%
    At least 5 but less than 6                 2%
    At least 6 but less than 7                 1%
                     7 or more                 0%

 
   

                                                                     
       Other Surrender Fees...........................................     0%
       Exchange Fee...................................................     0%
ANNUAL CERTIFICATE ADMINISTRATION CHARGE..............................  $  0
VARIABLE ACCOUNT ANNUAL EXPENSES
 (AS A PERCENTAGE OF AVERAGE ACCOUNT VALUE)
        Mortality and Expense Risk Charge.............................  1.25%
        Variable Account Administrative Charge........................   .10%
                                                                         ---
          Total Variable Account Annual Expenses......................  1.35%

    
 
 ---------------------------------
 (1) This  charge does not  apply in certain cases  such as partial surrenders
     each year of up to  10% of "new purchase  payments" as defined under  the
     heading "surrender charge," or payment of a death benefit.
 
 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  are subject to a Market Value Adjustment.
 The Market Value Adjustment may increase or reduce the Fixed Account Value. It
 is computed  pursuant to  a formula  that is  described in  more detail  under
 "Market Value Adjustment."
 
 SERIES FUND ANNUAL EXPENSES (A)
   


                                  U.S.                                                     GLOBAL
                      MONEY    GOVERNMENT   DIVERSIFIED   GLOBAL    HIGH      ASSET        ASSET               GROWTH &
                      MARKET   SECURITIES     INCOME       BOND    YIELD    ALLOCATION   ALLOCATION   VALUE     INCOME
                      SERIES     SERIES       SERIES      SERIES   SERIES     SERIES       SERIES     SERIES    SERIES
                      ------   ----------   -----------   ------   ------   ----------   ----------   ------   --------
                                                                                    
Investment Advisory
 and Management
 Fee................  0.30%      0.46%        0.47%       0.75%    0.50%      0.48%        0.90%      0.70%     0.69%
Other Expenses......  0.08%      0.07%        0.08%       0.27%    0.13%      0.06%        0.30%      0.17%     0.07%
Total Series Fund
 Operating
 Expenses...........  0.38%      0.53%        0.55%       1.02%    0.63%      0.54%        1.20%      0.87%     0.76%
 

                                 BLUE
                      S&P 500    CHIP    GLOBAL   GROWTH                   AGGRESSIVE
                       INDEX    STOCK    GROWTH   STOCK    INTERNATIONAL     GROWTH
                      SERIES    SERIES   SERIES   SERIES   STOCK SERIES      SERIES
                      -------   ------   ------   ------   -------------   ----------
                                                         
Investment Advisory
 and Management
 Fee................   0.40%    0.90%    0.70%    0.62%       0.85%           0.70%
Other Expenses......   0.39%    0.23%    0.09%    0.05%       0.29%           0.08%
Total Series Fund
 Operating
 Expenses...........   0.79%    1.13%    0.79%    0.67%       1.14%           0.78%

    
 
 ---------------------------------
 (a) As  a percentage  of Series average  net assets based  on 1996 historical
     data.
 
                                       4

 
   
 EXAMPLES*
 IF YOU  SURRENDER your  Certificate in  full at  the end  of any  of the  time
 periods  shown below,  you would  pay the  following cumulative  expenses on a
 $1,000 investment, assuming a 5% annual return on assets:
    
 
   


IF ALL AMOUNTS ARE INVESTED IN ONE
PORTFOLIO:                                                           1 YEAR       3 YEARS      5 YEARS     10 YEARS
                                                                   -----------  -----------  -----------  -----------
                                                                                              
Money Market Series..............................................   $      80    $      99    $     119    $     201
U.S. Government Securities Series................................          82          103          127          217
Diversified Income Series........................................          82          104          128          219
Global Bond Series...............................................          87          118          152          267
High Yield Series................................................          83          106          132          227
Asset Allocation Series..........................................          82          103          128          218
Global Asset Allocation Series...................................          89          123          161          285
Growth & Income Series...........................................          84          110          139          241
Growth Stock Series..............................................          83          107          134          231
Global Growth Series.............................................          84          111          140          244
Aggressive Growth Series.........................................          84          111          140          243
International Stock Series.......................................          88          122          158          279
S&P 500 Index Series.............................................          84          111          140          244
Blue Chip Stock Series...........................................          88          121          157          278
Value Series.....................................................          85          113          144          252

    
 
   
 If  you  COMMENCE  AN  ANNUITY  payment  option,  or  do  NOT  surrender  your
 Certificate,  you  would pay  the following  cumulative  expenses on  a $1,000
 investment, assuming a 5% annual return on assets:
    
 
   


IF ALL AMOUNTS ARE INVESTED IN ONE
PORTFOLIO:                                                           1 YEAR       3 YEARS      5 YEARS     10 YEARS
                                                                   -----------  -----------  -----------  -----------
                                                                                              
Money Market Series..............................................   $      17    $      54    $      92    $     201
U.S. Government Securities Series................................          19           58          100          217
Diversified Income Series........................................          19           59          101          219
Global Bond Series...............................................          24           73          125          267
High Yield Series................................................          20           61          105          227
Asset Allocation Series..........................................          19           58          101          218
Global Asset Allocation Series...................................          26           78          134          285
Growth & Income Series...........................................          21           65          112          241
Growth Stock Series..............................................          20           62          107          231
Global Growth Series.............................................          21           66          113          244
Aggressive Growth Series.........................................          21           66          113          243
International Stock Series.......................................          25           77          131          279
S&P 500 Index Series.............................................          21           66          113          244
Blue Chip Stock Series...........................................          25           76          130          278
Value Series.....................................................          22           68          117          252

    
 
 --------------------------
 
 * Does not include the effect of any Market Value Adjustment.
 
 THE EXAMPLES  SHOULD NOT  BE CONSIDERED  A REPRESENTATION  OF PAST  OR  FUTURE
 EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
 
                           --------------------------
 
 The  foregoing tables and examples are included to assist you in understanding
 the transaction and  operating expenses imposed  directly or indirectly  under
 the  Certificates and Series Fund. Amounts  for state premium taxes or similar
 assessments will also be deducted, where applicable.
 
 See Appendix C for an explanation of the calculation of the amounts set  forth
 above.
 
                                       5

SUMMARY OF CERTIFICATE 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
Certificate as appropriate.
 
The  Certificates are designed  to provide individuals  with retirement benefits
through the accumulation of Net 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 Certificate.
 
PURCHASE PAYMENTS
The initial purchase payment under a Certificate must be at least $5,000 ($2,000
for a  Certificate  pursuant  to  a  qualified  contract).  Additional  purchase
payments  under  a Certificate  must  be at  least  $1,000. See  "Issuance  of a
Certificate and Purchase Payments."
 
On the Certificate  Issue Date, the  initial purchase payment  is allocated,  as
specified  by the Participant in the  Certificate application, among one or more
of the Subaccounts of the Variable Account,  or to one or more of the  Guarantee
Periods  in the Fixed Account, or  to a combination thereof. Subsequent purchase
payments are allocated  in the  same way,  or pursuant  to different  allocation
percentages that the Participant may subsequently request In Writing.
 
VARIABLE ACCOUNT INVESTMENT OPTIONS
Each  of  the  Subaccounts  of  the Variable  Account  invests  in  shares  of a
corresponding Portfolio  of  Series  Fund.  Certificate 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  Series Fund,  which
accompanies this Prospectus, and Series Fund Statement of Additional Information
which is available upon request.
 
FIXED ACCOUNT INVESTMENT OPTIONS
Any  amount allocated by the Participant 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 Participant. 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, 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.
 
THE  FIXED ACCOUNT INVESTMENT OPTION IS NOT AVAILABLE FOR CERTIFICATES ISSUED IN
THE STATES OF PENNSYLVANIA AND NEVADA.
 
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 Certificate
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 Certificate Value--Transfers."
 
TOTAL OR PARTIAL SURRENDERS
Subject to  certain conditions,  all or  part of  the Certificate  Value may  be
surrendered  by the Participant  before the earlier of  the Annuitant's death or
the Annuity Commencement Date. 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."
 
ANNUITY PAYMENTS
The Contract provides several types of annuity benefits to Participants or other
persons  they properly designate  to receive such  payments, including Fixed and
Variable Annuity  Options.  The  Participant  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 Forms" and  "Federal Tax Matters"  in
this  Prospectus and "Taxation Under Certain  Retirement Plans" in the Statement
of Additional Information.
 
DEATH BENEFIT
In the  event  that the  Annuitant  or Participant  dies  prior to  the  Annuity
Commencement  Date, a death benefit is  payable to the Beneficiary. See "Benefit
Payable on Death of Annuitant or Participant."
 
RIGHT TO EXAMINE THE CONTRACT
The Participant can cancel a Certificate  by delivering or mailing it,  together
with  a  Written  Request, to  Fortis  Benefits'  Home Office  or  to  the sales
representative through whom it  was purchased, before the  close of business  on
the tenth day after receipt of the Certificate. If these items are sent by mail,
properly  addressed and postage prepaid,  they will be deemed  to be received by
Fortis Benefits on the date postmarked.  Fortis Benefits will refund to you  all
purchase  payments  that have  been made,  without  interest or  appreciation or
depreciation. However, in certain states where permitted by state law the refund
will be in the amount of the then current Certificate Value.
 
LIMITATIONS IMPOSED BY RETIREMENT PLANS AND EMPLOYERS
Certain rights you would  otherwise have under a  Certificate 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 Certificate is issued.
 
The record  owner of  the  group variable  annuity  contract pursuant  to  which
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 a Participant otherwise  would have under a Certificate  may
be reserved instead by the employer.
 
TAX IMPLICATIONS
The  tax  implications for  Participants or  any other  persons who  may receive
payments under a Certificate, and those of any related employee benefit plan can
be quite important. A brief discussion of
 
                                       6

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
Certificate  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 Certificate  should be  directed to  your
sales representative, or Fortis Benefits' Home Office: P.O. Box 64272, St. Paul,
Minnesota,  55164: 1-800-800-2638, extension 3057. Purchase payments and Written
Requests should be  mailed or  delivered to the  same Home  Office address.  All
communications  should include  the Certificate  number, the  Participant's name
and, if different, the Annuitant's name.  The number for telephone transfers  is
1-800-800-2638 (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.
 
FINANCIAL AND PERFORMANCE INFORMATION
The  information presented below reflects  the Accumulation Unit information for
subaccounts of the Separate Account through December 31, 1996.
   


                                                U.S. GOV'T    DIVERSIFIED                                      ASSET
                                MONEY MARKET    SECURITIES       INCOME      GLOBAL BOND     HIGH YIELD     ALLOCATION
                                ------------   ------------   ------------   ------------   ------------   -------------
                                                                                         
DECEMBER 31, 1996
Accumulation Units in Force...    36,220,947      9,635,092     55,653,680      1,088,043      3,337,604     154,525,474
Accumulation Unit Values......         1.418         15.935          1.801         11.961         11.928           2.368
JANUARY 1, 1996*
Accumulation Unit Values......       --             --             --             --             --             --
DECEMBER 31, 1995
Accumulation Units in Force...    26,915,975     10,989,914     59,213,865        574,142      2,321,419     148,700,081
Accumulation Unit Value.......        $1.367        $15.805         $1.753        $11.743        $10.941          $2.134
JANUARY 2, 1995*
Accumulation Unit Value.......       --             --             --             $10.000        --             --
DECEMBER 31, 1994
Accumulation Units in Force...    30,697,754     12,271,738     62,744,615        --           1,216,957     137,642,102
Accumulation Unit Value.......        $1.311        $13.483         $1.515        --              $9.834          $1.773
MAY 1, 1994*
Accumulation Unit Value.......       --             --             --             --            $10.0000        --
DECEMBER 31, 1993
Accumulation Units in Force...    21,315,022     15,601,818     56,005,709        --             --          106,834,367
Accumulation Unit Value.......        $1.278        $14.609         $1.621        --             --               $1.797
DECEMBER 31, 1992
Accumulation Units in Force...    20,674,556      9,505,984     19,353,521        --             --           49,688,937
Accumulation Unit Value.......        $1.261        $13.529         $1.457        --             --               $1.664
MAY 1, 1992*
Accumulation Unit Value.......       --             --             --             --             --             --
DECEMBER 31, 1991
Accumulation Units in Force...  7,235,168.03   3,595,759.23   6,056,976.03        --             --        17,772,322.83
Accumulation Unit Value.......        $1.237        $12.921         $1.379        --             --               $1.577
DECEMBER 31, 1990
Accumulation Units in Force...  5,632,146.27     747,992.12   2,352,517.74        --             --         8,249,373.75
Accumulation Unit Value.......        $1.183        $11.450         $1.219        --             --               $1.252
DECEMBER 31, 1989
Accumulation Units in Force...    754,306.35      70,701.23   1,306,717.80        --             --         2,760,936.67
Accumulation Unit Value.......        $1.112        $10.756         $1.135        --             --               $1.245
MAY 1, 1989*
Accumulation Unit Value.......       --             10.0000        --             --             --             --
DECEMBER 31, 1988
Accumulation Units in Force...     92,261.56        --          493,007.87        --             --           703,763.76
Accumulation Unit Value.......        $1.030        --              $1.024        --             --               $1.019
MAY 2, 1988*
Accumulation Unit Value.......        $1.000        --              $1.000        --             --               $1.000
 

                                GLOBAL ASSET                    GROWTH &         S&P            BLUE          GLOBAL
                                 ALLOCATION       VALUE          INCOME          500            CHIP          GROWTH
                                ------------   ------------   ------------   ------------   ------------   ------------
                                                     
DECEMBER 31, 1996
Accumulation Units in Force...     2,330,884      1,071,648      7,892,683      1,259,758        915,358     13,713,860
Accumulation Unit Values......        12.884         11.048         15.468         11.326         11.520         18.510
JANUARY 1, 1996*
Accumulation Unit Values......       --              10.000                        10.000         10.000        --
DECEMBER 31, 1995
Accumulation Units in Force...     1,117,596                     4,204,164                                   10,769,830
Accumulation Unit Value.......       $11.590                       $12.904                                      $15.754
JANUARY 2, 1995*
Accumulation Unit Value.......       $10.000                       --                                           --
DECEMBER 31, 1994
Accumulation Units in Force...       --                          1,489,517                                   10,055,959
Accumulation Unit Value.......       --                            $10.083                                      $12.236
MAY 1, 1994*
Accumulation Unit Value.......       --                           $10.0000                                      --
DECEMBER 31, 1993
Accumulation Units in Force...       --                            --                                         5,108,957
Accumulation Unit Value.......       --                            --                                           $12.784
DECEMBER 31, 1992
Accumulation Units in Force...       --                            --                                           698,720
Accumulation Unit Value.......       --                            --                                           $10.988
MAY 1, 1992*
Accumulation Unit Value.......       --                            --                                           10.0000
DECEMBER 31, 1991
Accumulation Units in Force...       --                            --                                           --
Accumulation Unit Value.......       --                            --                                           --
DECEMBER 31, 1990
Accumulation Units in Force...       --                            --                                           --
Accumulation Unit Value.......       --                            --                                           --
DECEMBER 31, 1989
Accumulation Units in Force...       --                            --                                           --
Accumulation Unit Value.......       --                            --                                           --
MAY 1, 1989*
Accumulation Unit Value.......       --                            --                                           --
DECEMBER 31, 1988
Accumulation Units in Force...       --                            --                                           --
Accumulation Unit Value.......       --                            --                                           --
MAY 2, 1988*
Accumulation Unit Value.......       --                            --                                           --
 

                                               INTERNATIONAL   AGGRESSIVE
                                GROWTH STOCK      STOCK          GROWTH
                                -------------  ------------   ------------
DECEMBER 31, 1996
Accumulation Units in Force...    169,095,500    3,137,348      5,706,895
Accumulation Unit Values......          2.971       12.690         13.232
JANUARY 1, 1996*
Accumulation Unit Values......       --            --
DECEMBER 31, 1995
Accumulation Units in Force...    160,247,280    1,157,064      3,033,587
Accumulation Unit Value.......         $2.587      $11.271        $12.461
JANUARY 2, 1995*
Accumulation Unit Value.......       --            $10.000        --
DECEMBER 31, 1994
Accumulation Units in Force...    148,657,108      --           1,115,647
Accumulation Unit Value.......         $2.054      --              $9.723
MAY 1, 1994*
Accumulation Unit Value.......       --            --            $10.0000
DECEMBER 31, 1993
Accumulation Units in Force...    118,720,649      --             --
Accumulation Unit Value.......         $2.142      --             --
DECEMBER 31, 1992
Accumulation Units in Force...     79,582,321      --             --
Accumulation Unit Value.......         $1.996      --             --
MAY 1, 1992*
Accumulation Unit Value.......       --            --             --
DECEMBER 31, 1991
Accumulation Units in Force...  42,946,178.33      --             --
Accumulation Unit Value.......         $1.965      --             --
DECEMBER 31, 1990
Accumulation Units in Force...  14,690,313.64      --             --
Accumulation Unit Value.......         $1.298      --             --
DECEMBER 31, 1989
Accumulation Units in Force...   3,507,971.91      --             --
Accumulation Unit Value.......         $1.357      --             --
MAY 1, 1989*
Accumulation Unit Value.......       --            --             --
DECEMBER 31, 1988
Accumulation Units in Force...     684,667.95      --             --
Accumulation Unit Value.......         $1.008      --             --
MAY 2, 1988*
Accumulation Unit Value.......         $1.000      --             --

    
 
- ----------------------------------------
*  Accumulation  Unit   Value  at   Date  of   initial  registration   statement
effectiveness
 
Audited  financial  statements  of  the Variable  Account  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."
 
                                       7

FORTIS BENEFITS/FORTIS FINANCIAL GROUP MEMBER
   
Fortis  Benefits Insurance Company, the issuer  of the Certificates, was founded
in 1910. At the end  of 1996, Fortis Benefits  had approximately $91 billion  of
total life insurance in force. Fortis Benefits is a Minnesota corporation and 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  AMEV  and 50%  by  Fortis AG.  Fortis,  Inc. manages  the  United States
operations for these two companies.
    
 
Fortis Benefits is a  member of the  Fortis Financial Group,  a joint effort  by
Fortis  Benefits,  Fortis  Advisers,  Inc.,  Fortis  Investors,  Inc.,  and Time
Insurance Company, offering financial products through the management, marketing
and servicing of mutual funds, annuities and life insurance.
 
   
Fortis AMEV  is  a  diversified  financial  services  company  headquartered  in
Utrecht,  The Netherlands, where its insurance  operations began in 1847. Fortis
AG is  a  diversified  financial services  company  headquartered  in  Brussels,
Belgium, where its insurance operations began in 1824. Fortis AMEV and Fortis AG
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
$175 billion in assets as of year-end 1996.
    
 
All of  the  guarantees  and  commitments under  the  Certificates  are  general
obligations  of Fortis Benefits, regardless of whether the Certificate Value has
been allocated to the Separate Account or  to the Fixed Account. None of  Fortis
Benefits' affiliated companies has any legal obligation to back Fortis Benefits'
obligations under the Certificates.
 
THE VARIABLE ACCOUNT
 
The  Variable  Account,  which  is a  segregated  investment  account  of Fortis
Benefits, was established as Variable Account  D by Fortis Benefits pursuant  to
the  insurance laws of Minnesota  as of October 14,  1987. Although the Variable
Account is  an  integral  part  of Fortis  Benefits,  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  Certificates and  other variable
annuity contracts  issued  by  Fortis  Benefits  will  not  be  chargeable  with
liabilities arising out of any other business of Fortis Benefits.
 
There are Subaccounts in the Variable Account. The assets in each Subaccount are
invested  exclusively in a distinct class (or  series) of stock issued by Series
Fund, each of  which represents  a separate investment  Portfolio within  Series
Fund. 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. New
Subaccounts  may be added  as new Portfolios  are added to  Series Fund and made
available. Correspondingly, if any Portfolios  are eliminated from Series  Fund,
Subaccounts may be eliminated from the Variable Account.
 
SERIES FUND
 
Series  Fund is  a "series"  type of  mutual fund  which is  registered with the
Securities and Exchange  Commission under  the Investment Company  Act of  1940.
Series  Fund has served as the investment  medium for the Variable Account since
the Variable Account commenced  operations. Series Fund  is also the  investment
medium  for Variable Account  C of Fortis Benefits,  through which variable life
insurance policies are issued. Although we  do not foresee any conflict  between
the  interests of  Participants and life  insurance policy  owners, Series Fund'
Board  of  Directors  will  monitor  to  identify  any  material  irreconcilable
conflicts  which may  develop and  to determine what  action, if  any, should be
taken in response. If it becomes  necessary for any separate account to  replace
shares  of  any Portfolio  with another  investment, the  Portfolio may  have to
liquidate securities on a disadvantageous basis.
 
Fortis Benefits  purchases  and redeems  Series  Fund shares  for  the  Variable
Account  at  their  net asset  value  without  the imposition  of  any  sales or
redemption charges. Such shares  represent interests in  the nine Portfolios  of
Series  Fund available  for investment by  the Variable  Account. Each Portfolio
corresponds to one  of the Subaccounts  of the Variable  Account. The assets  of
each  Portfolio are separate  from the others  and each Portfolio  operates as a
separate investment portfolio whose performance has no effect on the  investment
performance of any other Portfolio.
 
Any  dividend  or capital  gain distributions  attributable to  Certificates are
automatically reinvested in shares of the Portfolio from which they are received
at the  Portfolio's  net  asset value  on  the  date paid.  Such  dividends  and
distributions will have the effect of reducing the net asset value of each share
of  the  corresponding Portfolio  and increasing,  by  an equivalent  value, the
number of  shares outstanding  of  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 of Series Fund available  for investment by the Variable Account
are Money Market Series, U.S.  Government Securities Series, Diversified  Income
Series,  Global Bond Series, High Yield  Series, Asset Allocation Series, Global
Asset Allocation Series,  Value Series, Growth  & Income Series,  S&P 500  Index
Series,  Blue  Chip Stock  Series, Growth  Stock  Series, Global  Growth Series,
International Stock Series, and Aggressive Growth Series. A full description  of
the  Portfolios, their  investment policies  and restrictions,  the charges, the
risks attendant to investing in them,  and other aspects of their operations  is
contained  in the Prospectus for Series Fund accompanying this Prospectus and in
the Statement of  Additional Information  for Series Fund  referred to  therein.
Additional   copies  of  these  documents  may   be  obtained  from  your  sales
representative or from  our Home  Office. The  complete risk  disclosure in  the
Prospectus   for  the  Diversified  Income  Series,  High  Yield  Series,  Asset
Allocation Series,  and Global  Asset Allocation  Series should  be read  before
selection of them for investment.
 
THE FIXED ACCOUNT
 
GUARANTEED INTEREST RATES/GUARANTEE PERIODS
Any  amount allocated by the Participant to the Fixed Account earns a Guaranteed
Interest Rate  commencing with  the  date of  such allocation.  This  Guaranteed
Interest  Rate continues for a  number of years (not  to exceed ten) selected by
the Participant.  At  the  end  of  this  Guarantee  Period,  the  Participant's
Certificate  Value in that Guarantee Period, including interest accrued thereon,
will be allocated to  a new Guarantee  Period of the  same length unless  Fortis
Benefits  has received a  Written Request from the  Participant to allocate this
amount to a  different Guarantee  Period or  periods or to  one or  more of  the
Subaccounts.  We must receive this Written  Request at least three business days
prior to the end  of the Guarantee  Period. The first day  of the new  Guarantee
Period  (or  other reallocation)  will be  the day  after the  end of  the prior
Guarantee Period. We will notify the Participant  at least 45 days and not  more
than 75 days prior to the end of any Guarantee Period.
 
We currently make available ten different Guarantee Periods, ranging from one to
ten years. Each Guarantee Period has its own Guaranteed
 
                                       8

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 of various lengths.  These changes will not affect  the
Guaranteed  Interest Rates  being paid  on Guarantee  Periods that  have already
commenced. Each  allocation or  transfer  of an  amount  to a  Guarantee  Period
commences  the running of  a new Guarantee  Period with respect  to that amount,
which will earn a  Guaranteed Interest Rate that  will continue unchanged  until
the  end of that period. The Guaranteed Interest Rate will never be less than an
effective annual rate of 4%.
 
Fortis Benefits declares  the Guaranteed  Interest Rates  from time  to time  as
market  conditions  dictate.  Fortis  Benefits  advises  a  Participant  of  the
Guaranteed Interest Rate for  a chosen Guarantee Period  at the time a  purchase
payment is received, a transfer is effectuated or a Guarantee Period is renewed.
 
Fortis Benefits has no specific formula for establishing the Guaranteed Interest
Rates  for  the  Guarantee Periods.  The  rate  may be  influenced  by,  but not
necessarily correspond to, interest  rates generally available  on the types  of
investments  acquired  with  amounts  allocated  to  the  Guarantee  Period. See
"Investments by  Fortis Benefits."  Fortis  Benefits in  determining  Guaranteed
Interest  Rates,  may also  consider,  among other  factors,  the duration  of a
Guarantee Period,  regulatory and  tax  requirements, sales  and  administrative
expenses  borne by  Fortis Benefits,  risks assumed  by Fortis  Benefits, Fortis
Benefits' profitability objectives, and general economic trends.
 
FORTIS BENEFITS'  MANAGEMENT MAKES  THE FINAL  DETERMINATION OF  THE  GUARANTEED
INTEREST  RATES TO  BE DECLARED.  FORTIS BENEFITS  CANNOT PREDICT  OR ASSURE THE
LEVEL OF ANY FUTURE GUARANTEED INTEREST  RATES IN EXCESS OF AN EFFECTIVE  ANNUAL
RATE OF 4%.
 
THE  FIXED ACCOUNT INVESTMENT OPTION IS NOT AVAILABLE FOR CERTIFICATES ISSUED IN
THE STATES OF PENNSYLVANIA AND NEVADA.
 
Information concerning the Guaranteed Interest  Rates applicable to the  various
Guarantee  Periods at any time may be obtained from our Home Office or from your
sales representative.
 
MARKET VALUE ADJUSTMENT
   
Except  as  described  below,  if  any  Fixed  Account  Value  is   surrendered,
transferred  or otherwise  paid out  before the end  of the  Guarantee Period in
which it  is  being  held, a  Market  Value  Adjustment will  be  applied.  This
generally  includes amounts that are paid out as a death benefit pursuant to the
Certificate, amounts applied to an annuity option, and amounts paid as a  single
sum  in lieu of an annuity. However,  NO Market Value Adjustment will be applied
to amounts that are paid out during the period beginning fifteen days before and
ending fifteen days after the  end of a Guarantee Period  in which it was  being
held.  Additionally, no Market Value Adjustment  will be applied to amounts that
are withdrawn  from a  Guarantee Period  and  paid out  to the  Participant,  or
transferred  to the  Variable Account,  on an  automatic periodic  basis under a
formal Fortis Benefits program for the withdrawal or transfer of the earnings of
the Fixed Account. (There  may be conditions and  limitations imposed by  Fortis
Benefits associated with such a program. See your Fortis Benefits representative
for  the availability of any such program, and the conditions and limitations of
such a program, in your state.)
    
 
The Market Value Adjustment may increase or decrease the amount of Fixed Account
Value being withdrawn or transferred. The comparison of two Guaranteed  Interest
Rates  determines whether the Market Value  Adjustment produces an increase or a
decrease. The first  rate to  compare is the  Guaranteed Interest  Rate for  the
amount  being  transferred  or  withdrawn. The  second  rate  is  the Guaranteed
Interest Rate then being offered for new Guarantee Periods of the same  duration
as  that  remaining in  the  Guarantee Period  from  which the  funds  are being
withdrawn or transferred.  If the  first rate exceeds  the second  by more  than
1/2%,  the Market Value Adjustment produces an  increase. If the first rate does
not exceed the second by at least  1/2%, the Market Value Adjustment produces  a
decrease. Sample calculations are shown in Appendix A.
 
The  Market Value Adjustment will be  determined by multiplying the amount being
withdrawn or  transferred from  the Guarantee  Period (before  deduction of  any
applicable surrender charge) by the following factor:
 

                
        1 + I         n / 12
      ----------            - 1
 (   1 + J + .005  )

 
where,
 
    -  I is  the Guaranteed  Interest Rate  being credited  to the  amount being
      withdrawn from the existing Guarantee Period,
 
    - J is  the Guaranteed Interest  Rate then being  offered 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),
      and
 
    - N  is the  number of  months remaining  in the  existing Guarantee  Period
      (rounded up to the next higher number of months).
 
INVESTMENTS BY FORTIS BENEFITS
Our  obligations  with respect  to the  Fixed Account  are legal  obligations of
Fortis Benefits and  are supported  by our  General Account  assets, which  also
support  obligations incurred by us under other insurance and annuity contracts.
Investments purchased  with  amounts allocated  to  the Fixed  Account  are  the
property  of  Fortis Benefits  and  Participants 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, and
neither of such accounts is subject to registration under the Investment Company
Act of 1940.
 
Amounts in the Fortis  Benefits' General Account and  the Fixed Account will  be
invested  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 Fortis Benefits' investments.  Investment management for amounts
in the General Account and in the  Fixed Account is provided to Fortis  Benefits
by Fortis, Inc.
 
Fortis  Benefits intends to consider the  return available on the instruments in
which it  intends to  invest amounts  allocated  to the  Fixed Account  when  it
establishes  Guaranteed Interest Rates. Such return  is only one of many factors
considered in  establishing  the  Guaranteed  Interest  Rates.  See  "Guaranteed
Interest Rates/Guarantee Periods."
 
Fortis  Benefits expects that  amounts allocated to  the Fixed Account generally
will be invested in debt  instruments that approximately match Fortis  Benefits'
liabilities  with regard to the Guarantee  Periods. Fortis Benefits expects that
these will  include  primarily the  following  types of  debt  instruments:  (1)
securities   issued  by  the  United  States   Government  or  its  agencies  or
instrumentalities, which securities may or may  not be guaranteed by the  United
States  Government; (2) debt  securities which have an  investment grade, at the
time of purchase, within the four  highest grades assigned by Moody's  Investors
Services,  Inc. ("Moody's") (Aaa,  Aa, A or Baa),  Standard & Poor's Corporation
("Standard & Poor's") (AAA,  AA, A or BBB),  or any other nationally  recognized
rating service; (3) other debt instruments including, but not limited to, issues
of or guaranteed by banks or bank holding
 
                                       9

companies  and corporations, which obligations although  not rated by Moody's or
Standard & Poor's, are deemed by  Fortis Benefits to have an investment  quality
comparable  to securities which may be purchased  as stated above; and (4) other
evidences of indebtedness secured  by mortgages or  deeds of trust  representing
liens  upon real estate.  Notwithstanding the foregoing,  Fortis Benefits is not
obligated to invest  amounts allocated  to the  Fixed Account  according to  any
particular  strategy, except  as may be  required by  applicable state insurance
laws and regulations. See "Regulation and Reserves."
 
ACCUMULATION PERIOD
 
ISSUANCE OF A CERTIFICATE AND PURCHASE PAYMENTS
Fortis Benefits reserves the right to  reject any application for a  Certificate
or  any purchase  payment for  any reason.  If the  issuing instructions  can be
accepted in the  form received, the  initial purchase payment  will be  credited
within   two  Valuation  Dates  after  the  later  of  receipt  of  the  issuing
instructions or receipt of the initial purchase payment at Fortis Benefits' Home
Office. If the initial purchase payment cannot be credited within five Valuation
Dates after receipt because the issuing instructions are incomplete, the initial
purchase payment will be returned unless the applicant consents to our retaining
the initial purchase payment  and crediting 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 Certificate issued pursuant to  a
qualified plan).
 
The  date that the  initial purchase payment  is applied to  the purchase of the
Certificate is also the  Certificate Issue Date. The  Certificate Issue Date  is
the date used to determine Certificate years, regardless of when the Certificate
is delivered. The crediting of investment experience in the Variable Account, or
a  fixed rate of return in the Fixed Account, begins as of the Certificate Issue
Date.
 
The Participant may  make additional  purchase payments  at any  time after  the
Certificate  Issue Date and prior  to the Annuity Commencement  Date, as long as
the  Annuitant  is  living.  Purchase  payments  (together  with  any   required
information  identifying the proper Certificates and account to be credited with
purchase payments) must be transmitted  to our Home Office. Additional  purchase
payments  are credited to the Certificate and  added to the Certificate Value as
of the end of the Valuation Period in which they are received in good order.
 
Each additional purchase payment  under a Certificate must  be at least  $1,000.
The  total of all purchase payments for all Fortis Benefits annuities having the
same owner or  participant, or annuitant,  may not exceed  $1 million (not  more
than  $500,000 allocated  to the Fixed  Account) without  Fortis Benefits' prior
approval, and we reserve the right to modify this limitation at any time.
 
Purchase payments in excess of the initial minimum may be made by monthly  draft
against the bank account of any Participant who has completed and returned to us
a  special "Thrift-O-Matic"  authorization form that  may be  obtained from your
sales representative or from our Home Office. Arrangements can also be made  for
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 Certificate Value is less than  $1,000, we may cancel the Certificate  on
any  Valuation Date. We will notify the  Participant at least 90 days in advance
of  our  intention  to  cancel  the  Certificate.  Such  cancellation  would  be
considered a full surrender of the Certificate.
 
CERTIFICATE VALUE
Certificate  Value  is  the total  of  any  Variable Account  Value  in  all the
Subaccounts of the Variable Account pursuant to the Certificate, plus any  Fixed
Account Value in all the Guarantee Periods.
 
There is no guaranteed minimum Variable Account Value. To the extent Certificate
Value is allocated to the Variable Account, you bear the entire investment risk.
 
DETERMINATION  OF VARIABLE ACCOUNT VALUE. A Certificate's Variable Account Value
is based 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 Certificate'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 Net 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. If a Subaccount's  net investment factor is greater than
one, the  Subaccount's  Accumulation  Unit  value  has  increased.  If  the  net
investment factor is less than one, the Subaccount's Accumulation Unit value has
decreased.  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 Certificate, 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.
 
DETERMINATION OF FIXED  ACCOUNT VALUE.  A Certificate's Fixed  Account Value  is
guaranteed  by Fortis Benefits. Therefore,  Fortis Benefits bears the investment
risk with  respect to  amounts allocated  to the  Fixed Account,  except to  the
extent that (a) Fortis Benefits may vary the Guaranteed Interest Rate for future
Guarantee  Periods  (subject to  the 4%  effective annual  minimum) and  (b) the
Market Value Adjustment imposes investment risks on the Participant.
 
The Certificate's Fixed Account Value  on any Valuation Date  is the sum of  its
Fixed  Account Values in each  Guarantee Period on that  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  Net Purchase Payments or  transferred amounts allocated to
      the Guarantee Period; less
 
    - The amount of any transfers or surrenders out of the Guarantee Period.
 
                                       10

ALLOCATION OF PURCHASE PAYMENTS AND CERTIFICATE VALUE
ALLOCATION  OF  PURCHASE PAYMENTS.  In the  application  for a  Certificate, the
Participant can  allocate Net  Purchase Payments,  or portions  thereof, to  the
available Subaccounts of the Variable Account or to the Guarantee Periods in the
Fixed  Account, or a  combination thereof. Percentages must  be in whole numbers
and the total allocation must equal 100%. The percentage allocations for  future
Net  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  Net  Purchase Payments  will be  effective  on the  date we  receive the
Participant's Written Request.
 
   
TRANSFERS. Transfers  of  Certificate Value  from  one available  Subaccount  to
another or into the Fixed Account, or from one Guarantee Period to another or to
the  Subaccount, can  be made  by the Participant  in Written  Request to Fortis
Benefits' Home Office,  or by telephone  transfer as described  below. There  is
currently no charge for any transfer, although transfers from a Guarantee Period
that  are (1) more than  15 days before or after  the expiration thereof, or (2)
are not a part of a formal Fortis Benefits program for the transfer of  earnings
of the Fixed Account are 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 Certificate Value in the Subaccount or  Guarantee
Period.  Irrespective  of  the above  we  may  permit a  continuing  request for
transfers of  lesser  specified  amounts  automatically  on  a  periodic  basis.
However,  we  reserve  the  right  to restrict  the  frequency  of  or otherwise
condition, terminate or  impose charges (not  to exceed $25  per transfer)  upon
transfers.  We will count all transfers between and among the Subaccounts of the
Variable Account and  the Fixed  Account as one  transfer, if  all the  transfer
requests  are made at the same time as  part of one request. We will execute the
transfers and determine all values in connection with transfers as of the end of
the Valuation Period in which we receive the transfer request. The amount of any
positive or negative Market Value Adjustment, respectively, will be added to  or
deducted from the transferred amount.
    
 
If  you complete and  return the telephone transfer  section of the application,
transfers may  be  made  pursuant  to  telephone  instructions.  We  will  honor
telephone  transfer  instructions  from  any  person  who  provides  the correct
identifying information. Fortis Benefits  will not be  responsible for, and  you
will  bear  the  risk  of loss  from,  oral  instructions,  including fraudulent
instructions, which  are  reasonably believed  to  be genuine.  We  will  employ
reasonable procedures to confirm that telephone instructions are genuine, but if
such  procedures are not deemed reasonable, we  may be liable for any losses due
to unauthorized or fraudulent instructions. Our procedures are to verify address
and social security number, tape record the telephone call, and provide  written
confirmation  of  the  transaction. We  may  modify or  terminate  our telephone
transfer  procedures  at  any  time.  The  number  for  telephone  transfers  is
1-800-800-2638.
 
Certain  restrictions on very substantial investments  in any one Subaccount are
set forth  under "Limitations  on Allocations"  in the  Statement of  Additional
Information.
 
TOTAL AND PARTIAL SURRENDERS
 
TOTAL  SURRENDERS. The Participant may surrender all of the Cash Surrender Value
at any  time  during  the  life  of the  Annuitant  and  prior  to  the  Annuity
Commencement  Date by a Written Request sent to Fortis Benefits' Home Office. We
reserve the right to  require that the  Certificate 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 Certificate Value at the
end of  the Valuation  Period during  which the  Written Request  for the  total
surrender is received by Fortis Benefits at its Home Office, less any applicable
surrender  charge and after any Market  Value Adjustment. See "Surrender Charge"
and "Market Value Adjustment."
 
The written consent  of all collateral  assignees and irrevocable  beneficiaries
must  be obtained  prior to  any total  surrender. Surrenders  from the Variable
Account will generally  be paid  within seven  days of  the date  of receipt  by
Fortis  Benefits' Home Office  of the Written  Request. Postponement of payments
may occur, however, in certain circumstances. See "Postponement of Payment."
 
The amount paid upon  total surrender of the  Cash Surrender Value (taking  into
account  any prior partial  surrenders) may be  more or less  than the total Net
Purchase Payments made. After a surrender of the Cash Surrender Value or at  any
time the Certificate Value is zero, all rights of the Participant, Annuitant, or
any other person will terminate.
 
PARTIAL  SURRENDERS.  At any  time prior  to the  Annuity Commencement  Date and
during the lifetime of the Annuitant, the Participant may surrender a portion of
the Fixed Account Value and/or the  Variable Account Value by sending to  Fortis
Benefits'  Home Office a Written Request. We will not accept a partial surrender
request unless the net proceeds payable to you as a result of the request are at
least $1,000. If the  total Certificate Value in  both the Variable Account  and
Fixed  Account would  be less  than $1,000  after the  partial surrender, Fortis
Benefits will surrender the entire Cash Surrender Value under the Certificate.
 
In order for a request to be processed, the Participant must specify from  which
Subaccounts  of the Variable Account or Guarantee Periods of the Fixed Account a
partial surrender should be made.
 
   
We will surrender Accumulation  Units from the Variable  Account and/ or  dollar
amounts from the Fixed Account so that the total amount of the partial surrender
equals the dollar amount of the partial surrender request. The amount payable to
the   Participant  will   be  reduced   by  any   applicable  surrender  charge.
Additionally, if the surrender is from a Guarantee Period, the amount payable to
the  Contract  Participant  will  be  reduced  by  any  negative  Market   Value
Adjustment,  or increased  by any  positive Market  Value Adjustment  unless the
surrender is (1) within 15  days before or after  the expiration of a  Guarantee
Period,  or (2) is a part of a formal Fortis Benefits program for the withdrawal
of earnings from the Fixed Account.  The partial surrender will be effective  at
the  end of the Valuation  Period in which Fortis  Benefits receives the Written
Request for partial  surrender at its  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 Certificates 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.)
 
BENEFIT PAYABLE ON DEATH OF ANNUITANT OR PARTICIPANT
   
If the Annuitant or Participant dies  prior to the Annuity Commencement Date,  a
death  benefit will be paid  to the Beneficiary. If  more than one Annuitant has
been named, the death benefit payable upon  the death of an Annuitant will  only
be paid upon the death of the last survivor of the persons so named.
    
 
                                       11

   
If  the contract  is issued  on or  after May 1,  1997 and  in a  state that has
approved the Enhanced Death Benefit Rider (check with your representative as  to
its  availability in your state), the death benefit will be equal to the greater
of (1), (2), or (3) as follows:
    
 
   
 (1)(a) If a Participant or the Annuitant  dies before the date any  Participant
        or  Annuitant first  reaches age  75, the  accumulation of  Net Purchase
        Payments made less all  prior surrenders and  less any applicable  prior
        negative  Market  Value  Adjustments less  previously  imposed surrender
        charges at an effective annual rate of 3.0%. This amount may not  exceed
        a  maximum of two  times the following: Net  Purchase Payments made less
        all prior surrenders and less any applicable prior negative Market Value
        Adjustments less previously  imposed surrender charges.  This amount  is
        referred to as the "roll-up amount."
    
 
   
                                       or
    
 
   
 (1)(b) If  the  Annuitant  or a  Participant  dies  on or  after  the  date any
        Participant or Annuitant first reaches age 75, the roll-up amount as  of
        the  date  that a  Participant or  Annuitant first  reaches age  75 plus
        subsequent Net Purchase  Payments made, less  subsequent surrenders  and
        any  subsequent  negative  Market  Value  Adjustments  less subsequently
        imposed surrender charges.
    
 
   
 (2)   The Certificate Value adjusted by any applicable Market Value  Adjustment
       as of the date used for valuing the death benefit.
    
 
   
 (3)   The  Certificate Value adjusted by any  Market Value Adjustment (less the
       amount of any  subsequent surrenders and  surrender charges and  negative
       Market   Value   Adjustments  in   connection   therewith),  as   of  the
       Certificate's Seven Year Anniversary immediately preceding the earlier of
       a) the date of death  of either the Participant  or Annuitant, or b)  the
       date  either first reaches his or her  75th birthday. (See Appendix B for
       Sample Death Benefit Calculations).
    
 
   
If the contract is issued prior  to May 1, 1997, or on  or after that date in  a
state  that has not approved the Enhanced Death Benefit rider, the death benefit
will be equal to the greater of (1), (2), or (3) as follows:
    
 
 (1)    the sum of all Net Purchase Payments made (less all prior surrenders and
        previously-imposed surrender  charges and  prior negative  Market  Value
        Adjustments),
 
 (2)    the Certificate Value adjusted by any Market Value Adjustment, as of the
        date used for valuing the death benefit, or
 
   
 (3)    the  Certificate Value adjusted by any Market Value Adjustment (less the
        amount of any subsequent surrenders  and surrender charges and  negative
        Market   Value  Adjustments   in  connection   therewith),  as   of  the
        Certificate's Seven Year Anniversary  immediately preceding the  earlier
        of a) the date of death of either the Participant or Annuitant or b) the
        date  either first reaches his or her 75th birthday. (See Appendix B for
        Sample Death Benefit Calculations).
    
 
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 (a)  receive a  single sum  payment, which  terminates the
Certificate, or (b)  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  Certificate.  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: a  copy of a certified death
certificate; a copy of a certified  decree of a court of competent  jurisdiction
as  to the  finding of  death; or a  written statement  by a  medical doctor who
attended the deceased at the time of death.
 
If the Participant dies before the Annuitant and before the Annuity Commencement
Date with respect to a Non-Qualified Certificate certain additional requirements
are mandated  by the  Internal Revenue  Code, which  are discussed  below  under
"Federal  Tax Matters-- Required  Distributions for Non-Qualified Certificates."
It is imperative that Written Notice of the death of the Participant be promptly
transmitted to Fortis Benefits at its  Home Office, so that arrangements can  be
made  for  distribution  of  the  entire  interest  in  the  Certificate  to the
Beneficiary in a manner that  satisfies the Internal Revenue Code  requirements.
Failure  to satisfy these  requirements may result in  the Certificate not being
treated as an annuity contract for federal income tax purposes, which could have
adverse tax consequences.
 
THE ANNUITY PERIOD
 
ANNUITY COMMENCEMENT DATE
The Participant may specify an Annuity Commencement Date in the application. The
Annuity Commencement Date  marks the  beginning of  the period  during which  an
Annuitant or other payee designated by the Participant receives annuity payments
under  the Certificate. We may not permit  an Annuity Commencement Date which is
on or after  the Annuitant's 75th  birthday, and you  should consult your  sales
representative  in this regard.  The Annuity Commencement Date  must be at least
two years after the Certificate Issue Date.
 
Depending on  the type  of  retirement arrangement  involved, amounts  that  are
distributed  either too soon or  too late may be  subject to penalty taxes under
the Internal Revenue Code. See "Federal  Tax Matters." You should consider  this
carefully in selecting or changing an Annuity Commencement Date.
 
In order to advance or defer the Annuity Commencement Date, the Participant must
submit  a Written Request  during the Annuitant's lifetime.  The request must be
received 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 the Written Request is received. There is no right to make any  total
or partial surrender during the Annuity Period.
 
COMMENCEMENT OF ANNUITY PAYMENTS
If  the Certificate Value at the end  of the Valuation Period which contains the
Annuity Commencement Date is less than $1,000, we may pay the entire Certificate
Value, without the imposition of any charges other than the premium tax  charge,
if applicable, in a single sum payment to the Annuitant or other payee chosen by
the Participant and cancel the Certificate.
 
Otherwise,  Fortis Benefits 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 the
Participant has notified us by Written Request to apply the Fixed Account  Value
and  Variable Account Value  in different proportions.  Any such Written Request
must be received by us  at our Home Office at  least 30 days before the  Annuity
Commencement Date.
 
Annuity  payments under  a Fixed or  Variable Annuity  Option will be  made on a
monthly basis to  the Annuitant  or other properly-designated  payee, unless  we
agree to a different payment schedule. If more than
 
                                       12

one person is named as an Annuitant, the Contract Owner 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). There is no right to make any total
or partial surrender during the Annuity Period.
 
The  amount of  each annuity  payment will depend  on the  amount of Certificate
Value applied to an annuity option, the form of annuity selected and the age  of
the  Annuitant. Information concerning the  relationship between the Annuitant's
sex and  the  amount of  annuity  payments, including  special  requirements  in
connection  with employee  benefits plans, is  set forth  under "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 form
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
If  a Subaccount  on which a  variable annuity  payment is based  has an average
effective net  investment return  higher than  4% per  annum during  the  period
between two such annuity payments, the Annuity Unit Value will increase, and the
second  payment will be  higher than the first.  Conversely, if the Subaccount's
average effective  net investment  return over  the period  between the  annuity
payments  is less than 4%  per annum, the Annuity  Unit Value will decrease, and
the second payment will  be lower than the  first. "Net investment return,"  for
this  purpose, refers to the Subaccount's overall investment performance, net of
the mortality and  expense risk  and administrative expense  charges, which  are
assessed  at a  nominal aggregate  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 the Annuity Period, the 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  described  above under
"Allocation of Purchase  Payments and  Certificate Value--Transfers."  Transfers
from a Fixed Annuity Option are not permitted during the Annuity Period.
 
ANNUITY FORMS
The  Participant may select  an annuity form  or change a  previous selection by
Written Request,  which must  be received  by us  at least  30 days  before  the
Annuity  Commencement  Date.  One  annuity form  may  be  selected,  although as
discussed above, payments under that form may be received on a combination fixed
and variable basis. If  no annuity form  selection is in  effect on the  Annuity
Commencement  Date, in  most cases  we automatically  apply Option  B (described
below), with payments  guaranteed for  10 years.  If the  Certificate is  issued
under  certain retirement plans,  however, federal pension  law may require that
any default payments be made 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.
 
The  following options are available for fixed annuity payments and for variable
annuity payments.
 
OPTION A, LIFE ANNUITY. Payments are made as of the first Valuation Date of each
monthly  period  during  the  Annuitant's   life,  starting  with  the   Annuity
Commencement  Date. No  payments will  be made after  the Annuitant  dies. It is
possible for the payee  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. Payments are made as of the  first Valuation Date of each monthly  period
starting on the Annuity Commencement Date. Payments will continue as long as the
Annuitant  lives. If  the Annuitant dies  before all of  the guaranteed payments
have been made, we will continue installments of the guaranteed payments to  the
Beneficiary.
 
OPTION  C, JOINT AND  FULL SURVIVOR ANNUITY.  Payments are made  as of the first
Valuation Date of  each monthly  period starting with  the Annuity  Commencement
Date.  Payments  will continue  as long  as  either the  Annuitant or  the joint
Annuitant is alive.  Payments will stop  when both the  Annuitant and the  joint
Annuitant have died. It is possible for the payee or payees under this option to
receive  only one payment, if  both Annuitants die before  the second payment is
due.
 
OPTION D, JOINT AND ONE-HALF CONTINGENT  SURVIVOR ANNUITY. Payments are made  as
of  the first Valuation  Date of each  monthly period starting  with the Annuity
Commencement Date. Payments will continue as long as either the Annuitant or the
joint Annuitant is alive. If the Annuitant dies first, payments will continue to
the joint Annuitant at one-half the original amount. If the joint Annuitant dies
first, payments will  continue to  the Annuitant  at the  original full  amount.
Payments will stop when both the Annuitant and the joint Annuitant have died. It
is  possible  for the  payee or  payees under  this option  to receive  only one
payment if both Annuitants die before the second payment is due.
 
We also have  other annuity forms  available and information  about them can  be
obtained  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 Fortis  Benefits,  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.
 
Additional   rules   applicable  to   such  distributions   under  Non-Qualified
Certificates are described  under "Federal  Tax Matters--Required  Distributions
for  Non-Qualified Certificates." Though the rules  there described do not apply
to Certificates issued in connection  with qualified plans, similar rules  apply
to the plans themselves.
 
CHARGES AND DEDUCTIONS
 
PREMIUM TAXES
The  states of South Dakota and Wyoming impose a premium tax upon the receipt of
a purchase payment.  In these  states, and in  any other  state or  jurisdiction
where  premium  taxes or  similar assessments  are imposed  upon the  receipt of
purchase payments,  Fortis  Benefits  will  pay such  taxes  on  behalf  of  the
Participant  and then  deduct a  charge for  these amounts  from the Certificate
Value upon the surrender, death of annuitant or Participant, or annuitization of
the Certificate. In jurisdictions where premium taxes or similar assessments are
imposed at the time annuity payments begin, Fortis Benefits will deduct a charge
for such amounts from the Certificate Value at that time. In such jurisdictions,
the charge will  be deducted  on a pro-rata  basis from  the then-current  Fixed
Account  Value  and,  by  redemption  of  Accumulation  Units,  the then-current
Variable Account Value in each Subaccount. Similarly, Fortis Benefits may deduct
premium taxes from Certificate  Value when no deduction  was made from  purchase
payments,   but  is  subsequently  determined  to  be  due.  Conversely,  Fortis
 
                                       13

Benefits will credit to the Certificate  Value the amount of any deductions  for
premium  taxes or similar assessments that are subsequently determined not to be
owed.
 
Applicable premium tax rates depend upon the Participant's then-current place of
residence. Applicable rates are subject to change by legislation, administrative
interpretations or judicial acts.
 
CHARGES AGAINST THE VARIABLE ACCOUNT
 
MORTALITY AND  EXPENSE  RISK CHARGE.  We  will  assess each  Subaccount  of  the
Variable Account with a daily charge for mortality and expense risk at a nominal
annual  rate of 1.25%  of the average  daily net assets  of the Variable Account
(consisting of approximately .8% for  mortality risk and approximately .45%  for
expense  risk). This charge is assessed  during both the Accumulation Period and
the Annuity Period. We guarantee not to increase this charge for the duration of
the Certificate.
 
The mortality risk borne by Fortis  Benefits arises from its obligation to  make
annuity  payments (determined  in accordance with  the annuity  tables and other
provisions contained in  the Certificate) for  the full life  of all  Annuitants
regardless of how long all Annuitants or any individual Annuitant might live. In
addition,  Fortis Benefits bears a mortality risk in that it guarantees to pay a
death benefit upon the death of an Annuitant or Participant prior to the Annuity
Commencement Date. No surrender  charge is imposed upon  the payment of a  death
benefit which places a further mortality risk on the Company.
 
The  expense risk  assumed is that  actual expenses incurred  in connection with
issuing  and  administering   the  Certificate   will  exceed   the  limits   on
administrative charges set in the Certificate.
 
If  the administrative  charges and  the mortality  and expense  risk charge are
insufficient to cover the expenses and costs assumed, the loss will be borne  by
the Company. Conversely, if the amount deducted proves more than sufficient, the
excess will be profit to the Company.
 
   
ADMINISTRATIVE  EXPENSE CHARGE. We  will 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.  This charge is imposed  during both the Accumulation
Period and the Annuity Period. This charge is to help cover administrative costs
such as those incurred in issuing Certificates, establishing and maintaining the
records relating  to  Certificates,  making regulatory  filings  and  furnishing
confirmation  notices,  voting  materials  and  other  communications, providing
computer,  actuarial  and  accounting   services,  and  processing   Certificate
transactions.   There  is  no  necessary  relationship  between  the  amount  of
administrative charges imposed on a given Certificate and the amount of expenses
actually attributable to that Certificate.
    
 
TAX CHARGE
We currently impose no  charge for taxes  payable by us  in connection with  the
Certificate,   other  than  for  premium  taxes  and  similar  assessments  when
applicable. We reserve the right to impose a charge for any other taxes that may
become payable by us in  the future in connection  with the Certificates or  the
Separate Account.
 
The  annual  administrative  charge  and charges  against  the  Variable Account
described above are for the purposes described and Fortis Benefits may receive a
profit as a result of these charges.
 
SURRENDER CHARGE
No sales charge is collected or deducted  at the time Net Purchase Payments  are
applied  under a  Certificate. A  surrender charge  will be  assessed on certain
total or partial surrenders. The amounts obtained from the surrender charge will
be used to partially defray expenses  incurred in the sale of the  Certificates,
including  commissions and other promotional or distribution expenses associated
with the marketing of the Certificates,  and costs associated with the  printing
and distribution of prospectuses and sales material.
 
FREE  SURRENDERS. The  following amounts can  be withdrawn  from the Certificate
without a surrender charge:
 
    - Any purchase payments received  by us more than  seven years prior to  the
      surrender date and that have not been previously surrendered;
 
    - Any earnings that have not been previously surrendered;
 
    - In any certificate year, up to 10% of the purchase payments received by us
      less  than seven  years prior  to the surrender  date (whether  or not the
      purchase payments have been previously surrendered).
 
Earnings are  deemed  to  be  withdrawn first.  After  all  earnings  have  been
withdrawn, all purchase payments not subject to a surrender charge are deemed to
be  withdrawn prior to purchase payments which  are still subject to a surrender
charge.
 
No surrender charge  is imposed  on annuitization (or  payment of  a single  sum
because less than the minimum required Certificate Value is available to provide
an  annuity  at the  Annuity  Commencement Date).  Nor  is the  surrender charge
deducted from the  payment of  any benefit  upon the  death of  an Annuitant  or
Participant.
 
In  addition, we  have an administrative  policy to waive  surrender charges for
full surrenders of Certificates that have been  in force for at least ten  years
provided  that the amount then subject to  the surrender charge is less than 25%
of the Certificate Value.  Since the Certificates have  only been offered  since
1991,  no such  waivers have yet  been made. We  reserve the right  to change or
terminate this practice  at any  time, both for  new and  for previously  issued
Certificates.
 
AMOUNT  OF SURRENDER  CHARGE. Surrender charges  apply only if  the amount being
withdrawn exceeds the  sum of  the amounts  listed above  under Free  Surrenders
(that  is, if  the amount being  withdrawn includes purchase  payments made less
than seven years prior to the surrender date). The surrender charges are:
 


       NUMBER OF YEARS                 SURRENDER CHARGE
        SINCE PURCHASE                AS A PERCENTAGE OF
     PAYMENT WAS CREDITED              PURCHASE PAYMENT
- ------------------------------      ----------------------
                                 
         Less than 1                          7%
  At least 1 but less than 2                  6%
  At least 2 but less than 3                  5%
  At least 3 but less than 4                  4%
  At least 4 but less than 5                  3%
  At least 5 but less than 6                  2%
  At least 6 but less than 7                  1%
          7 or more                           0%

 
We anticipate  the  surrender  charge  will  not  be  sufficient  to  cover  our
distribution  expenses. To the extent that  the surrender charge is insufficient
to cover the  actual costs of  distribution, such  costs will be  paid from  the
Company's  General Account  assets, which will  include profit,  if any, derived
from the mortality and expense risk charge.
 
NURSING CARE/HOSPITALIZATION WAIVER OF SURRENDER CHARGES. Surrender charges will
not be assessed when  a total or  partial withdrawal is  requested: (1) 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 (2) 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  Certificate owner  or  owners and  the spouse  of any
Contract owner if such  spouse is the Annuitant.  Surrender Charges will not  be
waived  when  a confinement  is due  to substance  abuse, mental  or personality
disorders without a demonstrable organic  disease. A degenerative brain  disease
such as Alzheimer's Disease is considered an organic disease.
 
                                       14

This  nursing care/hospitalization  waiver of  surrender charges  is provided by
means of a rider to the Certificate, which has not been approved in all  states.
Individuals  applying for a Certificate should  check with their Fortis Benefits
representative to determine if this rider is available in their state.
 
MISCELLANEOUS
Because the Variable Account invests in shares of the Portfolios of Series Fund,
the net assets of the Variable Account will reflect the investment advisory fees
and certain other expenses incurred by the Portfolios that are described in  the
prospectus for Series Fund.
 
REDUCTION OF CHARGES
No  surrender charge will be imposed under any Certificate owned by: (A) Fortis,
Inc. or  its  subsidiaries,  and  the following  persons  associated  with  such
companies,  if  at  the  Certificate  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 CERTIFICATES
The Certificate, copies of any applications, amendments, riders, or endorsements
attached  to  the  Certificate  and  copies  of  any  supplemental applications,
amendments, endorsements, or revised Certificate  pages which are mailed to  you
are  the entire  Certificate. Only  an officer of  Fortis Benefits  can agree to
change or waive any provisions of a Certificate. Any change or waiver must be in
writing and  signed by  an  officer of  Fortis  Benefits. The  Certificates  are
non-participating and do not share in dividends or earnings of Fortis Benefits.
 
POSTPONEMENT OF PAYMENT
Fortis  Benefits  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.  Fortis  Benefits 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 age or sex of the Annuitant  has been misstated, any amount payable will
be that which the purchase payments paid would have purchased at the correct age
and sex. If we have made any overpayments because of incorrect information about
age or  sex,  or any  other  miscalculation,  Fortis Benefits  will  deduct  the
overpayment  from the next payment or payments  due. We add underpayments to the
next payment. The  amount of  any adjustment will  be credited  or charged  with
interest at the effective annual rate of 4% per year.
 
ASSIGNMENT
Rights  and  interests under  a Qualified  Certificate may  be assigned  only in
certain narrow circumstances  referred to in  the Certificate. Participants  and
other   payees  may  assign  their  rights  and  interests  under  Non-Qualified
Certificates, including their ownership rights.
 
We take  no responsibility  for the  validity  of any  assignment. A  change  in
ownership  rights must  be made  in writing and  a copy  must be  sent to Fortis
Benefits' Home Office. The  change will be  effective on the  date it was  made,
although we are not bound by a change until the date we record it.
 
The  rights under a Certificate  are subject to any  assignment of record at the
Home Office of  Fortis Benefits. An  assignment or pledge  of a Certificate  may
have adverse tax consequences. See below under "Federal Tax Matters."
 
BENEFICIARY
Before  the Annuity  Commencement Date  and while  the Annuitant  is living, the
Participant may name  or change  a beneficiary  or a  contingent beneficiary  by
sending  a  Written Request  of  the change  to  Fortis Benefits.  Under certain
retirement programs, however, spousal consent may be required to name or  change
a  beneficiary, and the right to name a beneficiary other than the spouse may be
subject to applicable tax laws and  regulations. 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.
 
In  the event of  the death of a  Participant or Annuitant  prior to the Annuity
Commencement date the Beneficiary will be determined as follows:
 
    - If there is any surviving  Participant, the surviving Participant will  be
      the Beneficiary (this overrides any other beneficiary designation).
 
    - If  there  is  no  surviving  Participant,  the  Beneficiary  will  be the
      beneficiary designated by the Participant.
 
    - If there is no surviving Participant and no surviving beneficiary who  has
      been  designated by the Participant, then the estate of the last surviving
      Participant will be the Beneficiary.
 
REPORTS
We will mail to the Participant (or to the person receiving payments during  the
annuity  period),  at  the  last  known  address  of  record,  any  reports  and
communications  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  Series Fund, but not necessarily of
the Variable Account or Fortis Benefits.
 
RIGHTS RESERVED BY FORTIS BENEFITS
 
Fortis Benefits reserves the right to make certain changes if, in its  judgment,
they  would best serve the interests of  Participants and Annuitants or would be
appropriate in carrying out the purposes  of the Certificates. Any changes  will
be made only to the extent and in the manner permitted by applicable laws. Also,
when  required by law, Fortis Benefits will  obtain your approval of the changes
and approval from any appropriate regulatory authority. Such approval may not be
required in all cases, however. Examples of the changes Fortis Benefits 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 of  Series Fund or the  shares of another  investment
      company or any other investment permitted by law.
 
                                       15

    -  To make any changes required by the Internal Revenue Code or by any other
      applicable law in  order to continue  treatment of the  Certificate 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 Certificate in  order
      to  conform with any action the above provisions permit Fortis Benefits to
      take, including to change  the way Fortis  Benefits assesses charges,  but
      without  increasing as to  any then outstanding  Certificate the aggregate
      amount of the types of charges which Fortis Benefits has guaranteed.
 
DISTRIBUTION
 
The Certificates will be sold by individuals who, in addition to being  licensed
by  state insurance authorities to sell the Certificates of Fortis Benefits, are
also registered representatives of Fortis Investors, Inc. ("Fortis  Investors"),
the  principal underwriter of the  Certificates or registered representatives of
other broker-dealer firms or representatives of other firms that are exempt from
broker dealer  regulation. Fortis  Investors and  any such  other  broker-dealer
firms  are  registered with  the Securities  and  Exchange Commission  under the
Securities Exchange  Act  of 1934  as  broker-dealers  and are  members  of  the
National Association of Securities Dealers, Inc.
 
As  compensation for distributing the  Certificates, Fortis Benefits pays Fortis
Investors 7.30%  of  all purchase  payments.  Fortis Investors  pays  a  selling
allowance  not in  excess of  5.0% of  purchase payments  to other broker-dealer
firms or exempt firms who sell the Certificates. In addition, from time to  time
Fortis Investors may pay to these firms an additional selling allowance of 1% of
purchase  payments. Also, Fortis Investors pays  servicing fees in the amount of
1/4 of 1% annually, based on the amount above a certain minimum attributable  to
these firms.
 
   
Fortis  Benefits  may,  under certain  flexible  compensation  arrangements, pay
Fortis Investors a  lesser or  a greater  selling allowance  and a  larger or  a
smaller  service fee than as  set forth above, and  Fortis investors may in turn
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 which  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  be
eligible for  additional  compensation  based upon  meeting  certain  production
standards.  Fortis Investors may  charge back commissions paid  to others if the
Certificate upon  which the  commission  was paid  is surrendered  or  cancelled
within  certain  specified  time  periods.  Fortis  Benefits  paid  a  total  of
$31,643,856,  $29,918,620  and  $30,567,607  to  Fortis  Investors  for  annuity
contract  distribution  services  during  1994,  1995  and  1996,  respectively,
$4,065,075 of which in 1994, $3,925,959 in  1995 and $7,531,629 in 1996 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  or  Fortis  Investors  may   also  provide  additional  compenstion   to
broker-dealers  in  connection  with  sales  of  Certificates.  Compensation may
include financial assistance to  broker-dealers in connection with  conferences,
sales  or  training  programs  for their  employees,  seminars  for  the public,
advertising, sales  campaigns regarding  Certificates, and  other  broker-dealer
sponsored  programs  or  events.  Compensation may  include  payment  for travel
expenses  incurred   in   connection  with   trips   taken  by   invited   sales
representatives  and members of their families to locations within or outside of
the United States for meetings or seminars of a business nature.
 
   
See Note 12 to the 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 AMEV and Fortis AG and is
therefore 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  Certificates.
$110,000,000  of  interests in  the Fixed  Account and  an indefinite  amount of
interests in the Variable Account have  been registered with the Securities  and
Exchange Commission.
 
FEDERAL TAX MATTERS
 
The  following  description is  a general  summary of  the tax  rules, primarily
related to federal  income taxes, which  in the opinion  of Fortis Benefits  are
currently   in  effect.  These   rules  are  based   on  laws,  regulations  and
interpretations which are  subject to change  at any time.  This summary is  not
comprehensive  and is not  intended 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 Certificate or related retirement plan.
 
NON-QUALIFIED CERTIFICATES
Section 72  of  the Internal  Revenue  Code  ("Code") governs  the  taxation  of
annuities  in general.  Purchase payments made  under Non-Qualified Certificates
are not excludible or deductible from the gross income of the Participant or any
other person. However, any increase in the accumulated value of a  Non-Qualified
Certificate resulting from the investment performance of the Variable Account or
interest  credited  to  the  Fixed  Account  is  generally  not  taxable  to the
Participant or other payee until received by him or her, as surrender  proceeds,
death  benefit  proceeds, or  otherwise.  The exception  to  this rule  is that,
generally, Participants who are  not natural persons ARE  taxed annually on  any
increase in the Certificate Value. However, this exception does not apply in all
cases, and you may wish to discuss this with your tax adviser.
 
The  following  discussion applies  generally to  Certificates owned  by natural
persons.
 
In general, surrenders or  partial withdrawals under  Certificates are taxed  as
ordinary  income  to the  extent of  the  accumulated income  or gain  under the
Certificate. If a  Participant assigns or  pledges any  part of the  value of  a
Certificate,  the value so  pledged or assigned  is taxed to  the Participant as
ordinary income to the same extent as a partial withdrawal.
 
With respect to annuity payment options, although the tax consequences may  vary
depending  on the option elected under  the Certificate, until the investment in
the Certificate is recovered, generally only the portion of the annuity  payment
that   represents  the  amount  by  which  the  Certificate  Value  exceeds  the
"investment  in  the  Certificate"  will  be  taxed.  In  general,  a   person's
"investment  in the  Certificate" is the  aggregate amount  of purchase payments
made by him or  her. After an  Annuitant's or other  payee's "investment in  the
Certificate" is recovered, 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 Certificate")  is
determined  by a  formula which establishes  the specific dollar  amount of each
annuity payment that is not taxed. This dollar amount is determined by  dividing
the  "investment in  the Certificate"  by the  total number  of expected annuity
payments. For  fixed annuity  payments, in  general, prior  to recovery  of  the
"investment  in the Certificate," there is no  tax on the amount of each payment
which  bears  the  same  ratio  to  that  payment  as  the  "investment  in  the
Certificate"  bears  to  the  total  expected  value  of  the  annuity  payments
 
                                       16

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 Certificates and other annuity contracts issued by us or our
affiliates to the Participant within the  same calendar year will be treated  as
if they were a single Certificate.
 
There  is a 10%  penalty under the Code  on the taxable  portion of a "premature
distribution." Generally, an  amount is  a "premature  distribution" unless  the
distribution  is (1) made on or after the Participant or other payee reaches age
59 1/2, (2) made to a Beneficiary on or after death of the Participant, (3) made
upon the disability of the Participant or  other payee, or (4) part of a  series
of  substantially equal annuity payments for the  life or life expectancy of the
Participant or  the Participant  and  Beneficiary. Premature  distributions  may
result,  for  example,  from  an  early  Annuity  Commencement  Date,  an  early
surrender, partial surrender or assignment of  a Certificate or the early  death
of  an  Annuitant who  is not  also  the Participant  or other  person receiving
annuity payments under the Certificate.
 
A transfer of  ownership of  a Certificate, or  designation of  an Annuitant  or
other  payee who is  not also the  Participant, may result  in certain income or
gift tax  consequences to  the Participant  that are  beyond the  scope of  this
discussion.  A  Participant  contemplating  any  transfer  or  assignment  of  a
Certificate should contact a competent tax adviser with respect to the potential
tax effects of such transaction.
 
REQUIRED DISTRIBUTIONS FOR NON-QUALIFIED CERTIFICATES
In order that a Non-Qualified Certificate be treated as an annuity contract  for
federal  income tax  purposes, Section  72(s) of  the Code  requires (a)  if any
person receiving annuity payments dies on or after the Annuity Commencement Date
but prior  to  the  time  the  entire  interest  in  the  Certificate  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  (b)  if  any  Participant  dies  prior  to  the   Annuity
Commencement  Date, the entire  interest in the  Certificate will be distributed
(1) within five years after  the date of that person's  death or (2) as  annuity
payments  which will begin within one year of that Participant's death and which
will be made over the life of the Participant's designated Beneficiary or over a
period not extending beyond the life expectancy of that Beneficiary. However, if
the  Participant's  designated  Beneficiary  is  the  surviving  spouse  of  the
Participant,  the Certificate may be continued  with the surviving spouse deemed
to be  the new  Participant. Where  the Participant  or other  person  receiving
payments is not a natural person, the required distributions provided by Section
72(A) apply upon the death of the primary Annuitant.
 
No  regulations interpreting  the requirements  of Section  72(s) have  yet been
issued (although  proposed regulations  have  been issued  interpreting  similar
requirements  for qualified plans). Fortis Benefits intends to review and modify
the Certificate if necessary to ensure that it complies with the requirements of
Section 72(s) when clarified by regulation or otherwise.
 
Generally, unless the Beneficiary elects otherwise, the above requirements  will
be  satisfied where the death  occurs prior to the  Annuity Commencement Date by
paying the death benefit in a single sum, subject to proof of the  Participant'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, particularly where  the annuitant  dies and  the annuitant  is not  the
Participant,  the IRS may  disregard the election  for tax purposes  and tax the
Beneficiary as if a single sum payment had been made.
 
QUALIFIED CERTIFICATES
The Certificates may be used with several types of tax-qualified plans. The  tax
rules  applicable to Participants, 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 retirement  program recognized under the Code on
behalf of an individual  are excludable from the  individual's gross income  for
tax  purposes  during  the Accumulation  Period.  The  portion, if  any,  of any
purchase payment made by or on behalf of an individual under a Certificate  that
is  not excluded from the individual's gross  income for tax purposes during the
Accumulation  Period   constitutes   the   individual's   "investment   in   the
Certificate."  Aggregate deferrals under all plans  at the employee's option may
be subject to limitations.
 
When annuity  payments  begin, the  individual  will  receive back  his  or  her
"investment  in the Certificate"  if any, as  a tax-free return  of capital. The
dollar amount of annuity payments received in any year in excess of such  return
is  taxable as ordinary  income. When payments  are received as  an annuity, the
tax-free return of  capital is treated  as if received  ratably over the  entire
period  of the annuity until fully recovered (as described above with respect to
Non-Qualified Certificates).
 
The Certificates  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  educational 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);  Section
457  unfunded  deferred compensation  plans of  public employers  and 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  Certificates 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 from the qualified plan 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.
 
PORTFOLIO DIVERSIFICATION
The  United  States Treasury  Department has  adopted regulations  under Section
817(h) of the Code  which set standards of  diversification for the  investments
underlying  the Certificates,  in order  for the  Certificates to  be treated as
annuities. Fortis Benefits believes that these diversification standards will be
satisfied. Failure to do so would  result in immediate taxation to  Participants
or  persons receiving annuity payments of  all returns credited to Certificates,
except in the case of certain Qualified Certificates. Also, current  regulations
do not provide guidance as to any circumstances in which control over allocation
of  values  among different  investment alternatives  may cause  Participants or
persons receiving  annuity payments  to be  treated as  the owners  of  Variable
Account assets for tax purposes. Fortis Benefits reserves the right to amend the
Certificates in any way necessary to
 
                                       17

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 such standards
were considered 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 from one of these types of
products into a Certificate  pursuant to the  special annuity contract  exchange
form  we provide  for this purpose  is not  generally a taxable  event under the
Code, and your investment in the Certificate 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(B) PLANS
Section 403(b)(12) 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, income attributable to elective contributions made after
December 31, 1988 may not be distributed in the case of hardship.
 
FURTHER INFORMATION ABOUT FORTIS BENEFITS
 
GENERAL
Fortis Benefits  is  engaged  in  the offer  and  sale  of  insurance  products,
including fixed and variable life insurance policies, fixed and variable annuity
contracts,  and group life, accident and  health insurance policies. The Company
markets its  products  to small  business  and individuals  through  a  national
network of independent agents, brokers, and financial institutions.
 
SELECTED FINANCIAL DATA
The  following is a summary  of certain financial data  of Fortis Benefits. This
summary has been derived in part from,  and should be read in conjunction  with,
the   financial  statements  of  Fortis  Benefits  included  elsewhere  in  this
Prospectus.
 
   


                                                                              YEAR ENDED DECEMBER 31,
                                                             ----------------------------------------------------------
                      (IN THOUSANDS)                            1996        1995        1994        1993        1992
                                                             ----------  ----------  ----------  ----------  ----------
                                                                                              
INCOME STATEMENT DATA
  Premiums and policy charges..............................  $1,295,878  $1,232,329  $1,022,446  $  955,053  $  967,111
  Net investment income....................................     206,023     203,537     162,514     153,657     156,431
  Net realized gains (losses) on investment................      25,731      55,080     (28,815)     73,623      37,928
  Other income.............................................      31,725      33,085      35,958      27,100      26,176
                                                             ----------  ----------  ----------  ----------  ----------
    TOTAL REVENUES.........................................  $1,559,357  $1,524,031  $1,192,103  $1,209,433  $1,187,646
                                                             ----------  ----------  ----------  ----------  ----------
                                                             ----------  ----------  ----------  ----------  ----------
  Total benefits and expenses..............................  $1,470,066  $1,442,270  $1,157,651  $1,100,199  $1,111,530
  Federal Income taxes.....................................      31,099      27,891      11,595      31,090      25,660
  Income before cumulative effect of accounting changes*...      58,192      53,870      22,857      78,144      50,456
  Net income...............................................      58,192      53,870      22,857      81,707      50,456
 
BALANCE SHEET DATA
  Total assets**...........................................  $5,951,876  $5,143,012  $4,043,914  $3,584,139  $2,867,999
  Total liabilities........................................   5,171,203   4,431,914   3,569,717   3,052,231   2,460,445
  Total shareholder's equity**.............................     780,673     711,098     474,197     531,908     407,554

    
 
- ------------------------
   
 * Prior-year data has not been restated for the adoption of Statements 109  and
   106 in 1993.
    
 
   
** The years ended December 31, 1996, 1995, 1994 and 1993, reflect the impact of
   the adoption of Statement 115 (See Note 1 of the financial statements).
    
 
MANAGEMENT'S  DISCUSSION  AND ANALYSIS  OF  FINANCIAL CONDITION  AND  RESULTS OF
OPERATIONS
 
   
1996 COMPARED TO 1995
    
 
   
REVENUES
    
   
Traditional life  insurance  premiums of  Fortis  Benefits (the  "Company")  are
principally composed of group life coverages. Total life premiums increased over
1995  due  primarily  to  group  life  sales  in  1996.  Interest  sensitive and
investment product policy charges, which consist primarily of cost of  insurance
charges,  increased 37% from 1995 to 1996. Continued sales of interest sensitive
and investment products has  steadily increased the policy  base on which  these
charges are assessed.
    
 
   
Total  accident and health premiums increased in 1996 compared to 1995 due to an
increase in the group disability product sales and strong persistency. Partially
offsetting this increase was a 3% decrease in the group medical products  driven
by  a decision to roll the fully  insured medical business into a common medical
plan and the  decision to cease  new sales  of large group  self funded  medical
plans,  effective January 1,  1996. Beginning April 1,  1996 and continuing into
1997, the groups will gradually be rolled to a third party administrator.
    
 
   
The Company continues  to match  investment portfolio  composition to  liquidity
needs  and capital requirements. Changes in interest rates during 1996, 1995 and
1994 resulted in recognition of realized gains and losses.
    
 
                                       18

   
BENEFITS
    
   
The Company's group  life benefits which  are included in  the traditional  life
benefits  were  higher  in  1996  compared to  1995  as  a  result  of increased
mortality. Interest sensitive  and investment  product benefits  for the  period
ended December 31, 1996 increased 23% from 1995. This increase was the result of
higher  interest crediting on  the Company's steadily  increasing policy base in
1996 compared to 1995.
    
 
   
The accident and health claims to premium  ratio improved from 1995 to 1996  due
primarily to the improved claim closure rates in the group disability lines.
    
 
   
EXPENSES
    
   
The  commission rates have declined  from the levels in  1995. This is primarily
due to change in the mix of business  by product lines as well as the change  in
the  first  year  versus  renewal premiums.  Interest  sensitive  and investment
products commission increased from 1996  compared to 1995; however, the  Company
deferred  $62.4 million of these commissions  in 1996, compared to $52.7 million
in 1995. The additional commission and deferral is the result of an increase  in
sales  of  the  company's  variable life  and  variable  annuity  products. This
increase  in  deferred  commissions  more  than  offset  the  increase  in  paid
commissions and lowered the net commission expense for 1996.
    
 
   
In  1996,  the Company  consolidated the  fully  insured group  medical business
administration processing. This has resulted in expense savings as  demonstrated
by  the reduction in the general  and administrative expenses. Also contributing
to the expense  reduction was the  decision to discontinue  issuing large  group
self funded medical business.
    
 
   
1995 COMPARED TO 1994
    
 
   
FINANCIAL CONDITION
    
   
Total  assets rose to  $5,143 million from  $4,044 million in  1994. Half of the
increase was due to the assets held in separate accounts which grew from  $1,213
million  in 1994 to $1,781 million  in 1995. Invested assets, excluding Separate
Accounts, increased from $2,372 million at  December 31, 1994 to $2,936  million
at  December 31,  1995 due  to cash inflows  and the  appreciation of securities
available for sale. Fortis  Benefits invests primarily  in government and  other
high-quality  marketable fixed income securities with the objective of providing
reasonable returns while limiting liquidity and credit risk.
    
 
   
During 1995, the Company's mortgage loans on real estate increased $110  million
to  $563 million. The Company has a high quality portfolio which has experienced
delinquency rates lower  than the  industry average. Similar  to 1994,  mortgage
loans represent 19% of the Company's invested assets.
    
 
   
Policy  reserves and liabilities  increased from $3,570  million at December 31,
1994 to $4,432 million at December 31, 1995. Aggregate reserves for  traditional
life  insurance and  interest sensitive  and investment  products increased $222
million from $1,288 million at December  31, 1994 to $1,510 million at  December
31,  1995. This increase  in traditional life  reserves is the  result of strong
sales of  the  Company's  group  insurance  and  growth  in  the  policyholder's
accumulations associated with interest sensitive products.
    
 
   
Policy reserves and claim liabilities for accident and health policies increased
by  $35  million to  nearly $833  million  at December  31, 1995.  This increase
reflects increased volume of business and increased liability costs for existing
disabilitants  as  reflected  in  the  Company's  disability  reserves.  Medical
reserves grew somewhat faster than premiums.
    
 
   
Liabilities  related  to  separate  accounts increased  from  $1,208  million at
December 31,  1994 to  $1,757 million  at December  31, 1995.  This increase  is
primarily  the result of the increased sales  of the Company's variable life and
annuity products and market appreciation during 1995.
    
 
   
RESULTS OF OPERATIONS
    
   
Total revenues were $1,524 million in  1995 compared to $1,192 million in  1994.
Increased  premiums and policy charges in the last two years and higher-yielding
mortgage loans,  offset by  lower interest  rates, increased  the Company's  net
investment  income $41 million to $204  million. The favorable market conditions
generated realized gains on securities sold of $55 million in 1995 compared with
realized losses on investments of $29 million in 1994.
    
 
   
Traditional life premiums and  policy charges increased by  $52 million to  $297
million  in 1995.  Traditional life insurance  premiums increased  by 21% during
1995 to $251  million. The Company  has experienced strong  sales of group  life
products  due to competitive pricing  and marketing emphasis. Interest sensitive
and investment  product  policy charges,  which  consist primarily  of  cost  of
insurance   and  expense  charges  on  interest  sensitive  insurance  policies,
increased 22% to $46 million in 1995 due to continued growth in these products.
    
 
   
Accident and health premiums increased $158 million in 1995 to $935 million from
$777 million in 1994 primarily as  a result of increased medical and  disability
sales.  Disability  insurance  accounted  for approximately  one  fourth  of the
Company's group accident and  health insurance revenues. The  Company is one  of
the  leading writers  of group disability  coverages in the  United States. This
market has  been  intensely competitive.  The  Company's strategy  has  been  to
emphasize  its  claim management  activities and  refine  its pricing  to better
reflect the risks of various industries and occupations.
    
 
   
New regulations in  several states  have adversely affected  current and  future
profitability  of  certain  medical  lines. On  October  24,  1995,  the Company
announced that it will  cease selling certain  group medical products  effective
January 1, 1996. The Company will continue to renew and service existing medical
business.  In  the  long-term,  the  Company expects  this  decision  to  have a
favorable impact on its capital position. In the short-term, management believes
this product  line change  will not  have  a material  impact on  the  Company's
operating results.
    
 
   
Total  benefits to  policyholders increased  by $209  million in  1995 to $1,046
million. Traditional life,  interest sensitive and  investment products'  claims
and  benefits  increased  by $59  million  to  $276 million  in  1995 reflecting
increased in-force  group coverages  and  a larger  in-force block  of  interest
sensitive and investment products.
    
 
   
Accident and health benefits increased to $770 million in 1995 from $620 million
in 1994. The increase is due primarily to increased disability business.
    
 
   
Amortization  of deferred policy  acquisition costs increased  to $41 million in
1995 from $35  million in  1994. The increase  in the  amortization of  interest
sensitive  and investment products of $7 million to $17 million in 1995 from $10
million in 1994 is  primarily due to amortization  of costs related to  products
sold in recent years.
    
 
   
Insurance  commissions,  net of  deferrals, increased  to  $96 million  from $86
million in  1994.  These  additional  commissions  resulted  primarily  from  an
increase  in  sales  of  group coverages.  General  and  administrative expenses
increased 29% to $255 million in  1995 from $197 million in 1994,  approximately
in  line with the increase in  revenue. The increased expenses related primarily
to additional staffing and systems integration required to service the increased
amount of group insurance business written in 1995.
    
 
   
Income before federal income taxes  and cumulative effect of accounting  changes
totaled    $82    million    in    1995    compared    to    $34    million   in
    
 
                                       19

   
1994. Federal income taxes were $28 million  in 1995 compared to $12 million  in
1994. The Company's effective tax rate was comparable between years.
    
 
   
LIQUIDITY AND CAPITAL RESOURCES
    
   
The  liquidity requirements of the Company have  been met by funds provided from
operations, including investment income and additional paid in capital from  the
Company's parent and sole shareholder. Funds are principally used to provide for
policy  benefits, operating expenses, commissions  and investment purchases. The
impact of  the  declining  inforce  medical  business  has  been  considered  in
evaluating  the  Company's  future  liquidity  needs.  The  Company  expects its
operating activities to continue to generate sufficient funds.
    
 
   
The NAIC 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 calculation the  risk-based capital standards, the  Company's
percentage  of total adjusted capital is in excess of ratios which would require
regulatory attention.
    
 
   
The Company has no long or short term debt. Less than 3% of the Company's assets
consisted of non-investment grade bonds as of December 31, 1996 and the  Company
does not expect this percentage to change significantly in the future.
    
 
   
COMPETITION
    
   
Fortis  Benefits seeks  to compete primarily  on the basis  of customer service,
product design, and,  in the case  of products funded  through Series Fund,  the
investment  results  achieved  by  Fortis Advisers,  Inc.  Many  other insurance
companies compete with Fortis Benefits in each of its markets, including on  the
basis  of price. Many of these companies,  which include some of the largest and
best known insurance companies, have considerably greater resources than  Fortis
Benefits.
    
 
   
REGULATION AND RESERVES
    
   
The   Company  is  subject  to  regulation  and  supervision  by  the  insurance
departments of  the  states  in  which  it is  licensed  to  do  business.  This
regulation  covers a variety  of areas, including  benefit reserve requirements,
adequacy  of  insurance  company   capital  and  surplus,  various   operational
standards,  and accounting and financial  reporting procedures. Fortis Benefits'
operations and  accounts  are  subject  to  periodic  examination  by  insurance
regulatory authorities.
    
 
   
Under  insurance  guaranty fund  laws in  most  states, insurers  doing business
therein can be assessed up to  prescribed limits for insurance contract  losses,
if   covered,  incurred  by  insolvent  companies.  The  amount  of  any  future
assessments of Fortis Benefits under these laws cannot be reasonably  estimated.
Most  of these laws  do provide, however,  that an assessment  may be excused or
deferred if it would threaten an insurer's own financial strength.
    
 
   
Although the  federal  government  generally  does  not  directly  regulate  the
business  of insurance, federal initiatives often have an impact on the business
in a variety of ways. Federal  measures that may adversely affect the  insurance
business  include health care  reform, employee benefit  regulation, controls on
medicare costs and medical entitlement  programs, tax law changes affecting  the
taxation  of  insurance  companies  or of  insurance  products,  changes  in the
relative desirability of  various personal investment  vehicles, and removal  of
impediments on the entry of banking institutions into the business of insurance.
    
 
   
Pursuant  to state insurance laws and  regulations, Fortis Benefits is obligated
to carry on its  books, as liabilities, reserves  to meet its obligations  under
outstanding  insurance contracts. These reserves are based on assumptions about,
among other things, future claims experience and investment returns. Neither the
reserve requirements nor the other aspects of state insurance regulation provide
absolute  protection   to  holders   of  insurance   contracts,  including   the
Certificates,  if  Fortis Benefits  were to  incur claims  or expenses  at rates
significantly higher  than  expected  (due,  for  example,  to  acquired  immune
deficiency syndrome or other infectious diseases or catastrophes) or significant
unexpected losses on its investments.
    
 
   
EMPLOYEES AND FACILITIES
    
   
Fortis  Benefits has  approximately 2,000  employees and  considers its employee
relations to  be  excellent; Fortis  Benefits  owns its  Home  Office  building,
consisting   of  295,000  square  feet  in  Woodbury,  Minnesota.  It  also  has
administrative offices  in  Kansas  City, Missouri.  Fortis  Benefits  leases  a
portion  of that building consisting of  297,000 square feet. In addition Fortis
Benefits has several  regional claims  and sales offices  throughout the  United
States.  Fortis Benefits occupies approximately 100%  of its home office and 70%
of its  administration building,  which  it expects  will  be adequate  for  its
purposes for the foreseeable future.
    
 
                                       20

DIRECTORS AND EXECUTIVE OFFICERS
 
Set  forth  is  information  concerning the  Company's  directors  and executive
officers, to  the  extent  responsible  for  its  variable  annuity  operations,
together  with their business experience and  principal occupations for the past
five years:
 
   

                         
OFFICER-DIRECTORS
Dean C. Kopperud, 44        Senior Vice  President--Marketing  and  Sales;  also
Director since 1995         officer of affiliated companies.
Robert Brian Pollock, 42    President  and Chief Executive  Officer; before then
Director Since 1988         Senior Vice President--Life and Disability.
Thomas Michael Keller, 49   Executive Vice  President; before  then Senior  Vice
Director since 1990         President of Fortis, Inc.
OTHER DIRECTORS
Allen Royal Freedman, 57    Chairman and Chief Executive Officer of Fortis, Inc.
Chairman of the Board
since 1995
Henry Carroll Mackin, 55    Executive Vice President of Fortis, Inc.
Director Since 1990
Arie Aristide Fakkert, 53   Assistant  General  Manager of  Fortis International
Director Since 1987         N.V.
EXECUTIVE OFFICERS
Rhonda Schwartz, 38         Senior Vice President and General Counsel--Life  and
                            Investment   Products;  before  then  secretary  and
                            General Counsel of Fortis Inc.
Michael John Peninger, 42   Senior Vice President and Chief Financial Officer
Jon H. Nicholson, 47        Senior Vice President--Custom Solutions Group.
Peggy L. Ettestad, 39       Senior Vice President--Life Operations; before  that
                            Vice President of General Electric Company.

    
 
Fortis  Benefits' officers serve at the pleasure  of the board of directors, and
members of  the  board  serve  without  compensation  (except  for  expenses  of
attending   board  meetings),  until  their  successors  are  duly  elected  and
qualified.
 
Mr. Freedman is a  director of Systems and  Computer Technology Corporation  and
Genesis  Health  Ventures. Mr.  Freedman  is also  a  director of  the following
registered investment companies: Fortis  Equity Portfolios, Inc.; Fortis  Growth
Fund,  Inc.; Fortis Fiduciary Fund, Inc., Fortis Income Portfolios, Inc.; Fortis
Securities, Inc.;  Fortis Tax-Free  Portfolios, Inc.;  Fortis Money  Portfolios,
Inc.;  Fortis Advantage  Portfolios, Inc.;  Fortis World  Wide Portfolios, Inc.;
Fortis Series Fund, Inc.; Special Portfolios, Inc.
 
EXECUTIVE COMPENSATION
Set forth  below  is certain  information  concerning the  compensation  of  the
executive officers of Fortis Benefits.
 
- --------------------------------------------------------------------------------
 
SUMMARY COMPENSATION TABLE
 
   


                                                                  ANNUAL COMPENSATION               LONG-TERM COMPENSATION
                                                        ---------------------------------------  ----------------------------
                                                                                OTHER ANNUAL        LTIP         ALL OTHER
        NAME AND PRINCIPAL POSITION            YEAR      SALARY      BONUS      COMPENSATION       PAYOUTS    COMPENSATION (1)
- -------------------------------------------  ---------  ---------  ---------  -----------------  -----------  ---------------
                                                                                            
Robert B. Pollock                                 1996  $ 215,000  $  69,660      $       0       $       0      $  15,318
 President and Chief Executive Officer            1995    215,000     84,000              0               0         14,851
                                                  1994    200,000     84,000              0               0         14,150
- -----------------------------------------------------------------------------------------------------------------------------
Jon H. Nicholson                                  1996    160,615     45,760              0               0         12,173
 Sr. Vice President--                             1995    137,230     21,360              0               0          9,515
 Custom Solutions Group                           1994    120,461     33,318              0               0          9,000
- -----------------------------------------------------------------------------------------------------------------------------
Anthony J. Rotondi                                1996    182,029     40,755              0               0          9,000
 Sr. Vice President--                             1995    156,750     54,375              0               0         12,667
 Manufacturing and Information Technology         1994    150,000     54,375              0               0         12,866
- -----------------------------------------------------------------------------------------------------------------------------
William D. Greiter                                1996    178,500     48,195              0               0         12,829
 Senior Vice President                            1995    170,000     38,808              0               0         12,528
                                                  1994    144,000     36,750              0               0         10,834
- -----------------------------------------------------------------------------------------------------------------------------
Michael John Peninger                             1996    165,000     51,975              0               0         13,018
 Senior Vice President and                        1995    165,000     39,150              0               0         12,249
 Chief Financial Officer                          1994    135,000     39,150              0               0         10,116

    
 
- ------------------------
   
1   This  column includes contributions made by Fortis Benefits for the year for
    the benefit for the  named individual to  a defined contribution  retirement
    plan.
    
 
                                       21

LONG-TERM INCENTIVE PLAN AWARDS TABLE
(LONG-TERM INCENTIVE PLAN(1) AWARDS IN LAST FISCAL YEAR)
 
   


                                                                       PERFORMANCE OR
                                                                        OTHER PERIOD      ESTIMATED FUTURE PAYOUTS UNDER
                                                        NUMBER OF           UNTIL          NON-STOCK PRICE BASED PLANS
                                                     SHARES, UNITS OR   MATURATION OR   ----------------------------------
NAME                                                   OTHER RIGHTS        PAYOUT       THRESHOLD    TARGET      MAXIMUM
- ---------------------------------------------------  ----------------  ---------------  ---------  ----------  -----------
                                                                                                
Robert B. Pollock..................................       315 Units         3 years      0 Units    315 Units    945 Units
Jon H. Nicholson...................................       156 Units         3 years      0 Units    156 Units    468 Units
Anthony J. Rotondi.................................       199 Units         3 years      0 Units    199 Units    597 Units
William D. Greiter.................................       174 Units         3 years      0 Units    174 Units    483 Units
Michael John Peninger..............................       161 Units         3 years      0 Units    161 Units    483 Units

    
 
- ------------------------
1   Units shown in this table represent performance units granted pursuant to an
    Executive  Incentive  Compensation Plan  in which  officers and  managers of
    Fortis Benefits participate. Awards are made pursuant to this plan based  on
    the employee's position with Fortis Benefits and salary level and the extent
    to   which  the  employee  and  Fortis  Benefits  meet  certain  performance
    objectives over 1- and 3-year periods.  Employees may elect to defer  awards
    payable to them under this plan.
 
   
As  additional  compensation to  its  employees and  executive  officers, Fortis
Benefits has an Employees' Uniform  Retirement Plan and an Executive  Retirement
Plan which generally provide an annual annuity benefit upon retirement at age 65
(or  a reduced benefit  upon early retirement)  equal to: .9%  of the employee's
Average Annual  compensation  up  to  the  employee's  social  security  covered
compensation,  plus  1.3%  of  compensation above  the  social  security covered
compensation, up  to  $255,300, as  adjusted  by  an index,  multiplied  by  the
employee's years of credited services.
    
 
   
In  addition,  Fortis  Benefits  provides  an  unfunded  Supplemental  Executive
Retirement Plan for certain  executives of Fortis Benefits.  Mr. Pollock is  the
only  named  executive currently  covered by  the  Plan. Under  the Supplemental
Executive Retirement Plan, the annual  benefit is calculated by subtracting  the
benefit  payable under the Employees' Uniform  Retirement Plan and the estimated
Social Security benefit from the "Target Benefit." The "Target Benefit" is equal
to 50% of  Final Average Salary  (average salary over  the final 36  consecutive
months  of employment) reduced for less than  20 years of service at retirement.
Upon retirement prior  to age 65  and after attaining  age 55 with  10 years  of
service,  special early retirement rules apply. The salary used to calculate the
Final Average  Salary consists  of regular  compensation and  the annual  target
incentive bonus of the participant. The estimated annual benefit of Mr. Pollock,
based on current compensation levels, under this plan is $50,135.
    
 
The  following  table illustrates  the COMBINED  estimated life  annuity benefit
payable from the  Employees' Uniform  Retirement Plan  and Executive  Retirement
Plan  to employees with the specified Final  Average Salary and years of service
upon retirement.
 
PENSION PLAN TABLE*
 
   


                                                     YEARS OF SERVICE
                             ----------------------------------------------------------------
FINAL AVERAGE SALARY            10         15         20         25         30         35
- ---------------------------  ---------  ---------  ---------  ---------  ---------  ---------
                                                                  
$125,000...................    $15,147  $  22,720  $  30,294  $  37,867  $  45,441  $  53,014
 150,000...................     18,397     27,595     36,794     45,992     55,191     64,389
 175,000...................     21,647     32,470     43,294     54,117     64,941     75,764
 200,000...................     24,897     37,345     49,794     62,242     74,691     87,139
 225,000...................     28,147     42,220     56,294     70,367     84,441     98,514
 250,000...................    +30,214     45,321     60,428     75,536     90,643    105,750
 275,000+..................     30,352     45,528     60,704     75,880     91,056    106,232

    
 
- ------------------------
   
* The table excludes social security benefits.  In general, for the purposes  of
  these  plans, compensation includes salary and  bonuses. The credited years of
  service with  Fortis  Benefits for  these  individuals named  in  the  Summary
  Compensation Table above are as follows: 16, 8, 23, 12, and 11, respectively.
    
 
OWNERSHIP OF SECURITIES
All  of Fortis Benefits' outstanding shares are owned by Time Insurance Company,
515 West Wells, Milwaukee, Wisc. 53201, which is itself wholly owned by  Fortis,
Inc.,  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
AMEV and 50% owned, through certain subsidiaries, by Fortis AG, Boulevard  Emile
Jacqmain 53, 1000 Brussels, Belgium.
 
VOTING PRIVILEGES
 
In accordance with its view of current applicable law, Fortis Benefits will vote
shares  of each  of the  Portfolios which are  attributable to  a Certificate at
regular and special meetings of the shareholders of Series Fund in proportion to
instructions received  from  the  persons  having the  voting  interest  in  the
Certificate as of the record date for the corresponding Series Fund shareholders
meeting.  Participants have the voting  interest during the Accumulation Period,
persons receiving annuity payments during the Annuity Period, and  Beneficiaries
after  the death  of the  Annuitant or  Participant. 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 Fortis Benefits determines
that  it is permitted to vote shares of  the Portfolios in its own right, it may
elect to do so.
 
During the Accumulation Period, the number of shares of a Portfolio attributable
to a Certificate is  determined by dividing the  amount of Certificate Value  in
the  corresponding Subaccount pursuant to the  Certificate as of the record date
for the shareholders meeting by the net asset value of one Portfolio share as of
that date. During the  Annuity Period, or  after the death  of the Annuitant  or
Participant,   the  number  of  Portfolio  shares  deemed  attributable  to  the
Certificate will be computed in a comparable manner, based on the liability  for
future
 
                                       22

variable  annuity payments allocable to that Subaccount under the Certificate as
of the record date. Such liability for future payments will be calculated on the
basis of  the  mortality assumptions  and  the  assumed interest  rate  used  in
determining  the number  of Annuity  Units credited  to the  Certificate and the
applicable Annuity Unit value on the record date. During the Annuity Period, the
number of  votes attributable  to a  Certificate will  generally decrease  since
funds set aside to make the annuity payments will decrease.
 
Fortis   Benefits  will  vote  shares  for  which  it  has  received  no  timely
instructions, and any shares attributable to excess amounts Fortis Benefits  has
accumulated  in the related Subaccount, in proportion to the voting instructions
which it receives with  respect to all Certificates  and other variable  annuity
contracts  participating in a  Portfolio. To the extent  that Fortis Benefits or
any affiliated company holds any  shares of a Portfolio,  they will be voted  in
the  same proportion as  instructions for that Portfolio  that are received from
persons holding the voting interest with respect to all Fortis Benefits separate
accounts participating in that Portfolio. Shares held by separate accounts other
than  the  Variable  Account  will  in  general  be  voted  in  accordance  with
instructions  of participants in  such other separate  accounts. This diminishes
the relative voting influence of the Certificates.
 
Each person having  a voting interest  in a Subaccount  of the Separate  Account
will  receive  proxy  material,  reports and  other  materials  relating  to the
appropriate Portfolio. Pursuant to the procedures described above, these persons
may give instructions regarding the election of the Board of Directors of Series
Fund, ratification of the selection of its independent auditors, the approval of
the investment  managers  of  a Portfolio,  changes  in  fundamental  investment
policies  of a Portfolio and all other matters  that are put to a vote by Series
Fund shareholders.
 
LEGAL MATTERS
 
The legality of the  Certificates described in this  Prospectus has been  passed
upon  by  Douglas  R. Lowe,  Esquire,  Associate  General Counsel  with  the law
department  of  Fortis  Benefits.  Messrs.  Freedman,  Levy,  Kroll  &  Simonds,
Washington, D.C., have advised Fortis Benefits on certain federal securities law
matters.
 
OTHER INFORMATION
 
Registration  Statements  have  been  filed  with  the  Securities  and Exchange
Commission under the  Securities Act  of 1933 as  amended, with  respect to  the
Certificates  discussed in this Prospectus. Not all of the information set forth
in the Registration Statement, amendments and exhibits thereto has been included
in this  Prospectus.  Statements contained  in  this Prospectus  concerning  the
content  of  the Certificates  and other  legal instruments  are intended  to be
summaries. For a complete statement of  the terms of these documents,  reference
should  be  made  to the  instruments  filed  with the  Securities  and Exchange
Commission.
 
A Statement of Additional  Information is available  upon request. Its  contents
are as follows:
 
CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
 


                                                    PAGE
                                              
Fortis Benefits and the Variable Account.......           2
Calculation of Annuity Payments................           2
Postponement of Payments.......................           3
Services.......................................           4
  - Safekeeping of Variable Account Assets.....           4
  - Experts....................................           4
  - Principal Underwriter......................           4
Limitations on Allocations.....................           4
Change of Investment Adviser or Investment
 Policy........................................           4
Taxation Under Certain Retirement Plans........           5
Withholding....................................           9
Terms of Exemptive Relief in Connection With
 Mortality and Expense Risk Charge.............           9
Variable Account Financial Statements..........          10
APPENDIX A--Performance Information............         A-1

 
FORTIS BENEFITS FINANCIAL STATEMENTS
   
The financial statements of Fortis Benefits that are included in this Prospectus
should  be considered primarily as bearing on  the ability of Fortis Benefits to
meet its obligations under the  Certificates. The Certificates are not  entitled
to participate in earnings, dividends or surplus of Fortis Benefits.
    
 
                                       23

REPORT OF INDEPENDENT AUDITORS
 
The Board of Directors
Fortis Benefits Insurance Company
 
   
We  have audited  the accompanying balance  sheets of  Fortis Benefits Insurance
Company, an indirect wholly-owned subsidiary of Fortis AMEV and Fortis AG, as of
December 31, 1996  and 1995, and  the related statements  of income, changes  in
shareholder's  equity and cash flows  for each of the  three years in the period
ended December 31, 1996.  These financial statements  are the responsibility  of
the  Company's management. Our responsibility is  to express an opinion on these
financial statements based on our audits.
    
 
We  conducted  our  audits  in  accordance  with  generally  accepted   auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence  supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing the  accounting  principles used  and  significant estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the  financial statements referred to  above present fairly,  in
all  material  respects, the  financial  position of  Fortis  Benefits Insurance
Company at December 31, 1996 and 1995, and the results of its operations and its
cash flows for each  of three years  in the period ended  December 31, 1996,  in
conformity with generally accepted accounting principles.
 
                                                    /s/ Ernst & Young LLP
Minneapolis, MN
February 12, 1997
 
                                       24

BALANCE SHEETS
FORTIS BENEFITS INSURANCE COMPANY
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
   


                                                                                             DECEMBER 31
                                                                                         --------------------
                                                                                           1996       1995
                                                                                         ---------  ---------
                                                                                              
ASSETS
Investments (NOTE 3):
  Fixed maturities, at fair value (amortized cost 1996--$2,078,438;
   1995--$1,951,204)...................................................................  $2,115,499 $2,075,624
  Equity securities, at fair value (cost 1996--$84,144; 1995--$60,935).................    106,290     78,852
  Mortgage loans on real estate, less allowance for possible losses (1996--$9,697;
   1995--$8,353).......................................................................    582,869    562,697
  Policy loans.........................................................................     60,722     53,863
  Short-term investments...............................................................    182,817    153,499
  Real estate and other investments....................................................     29,628     11,918
                                                                                         ---------  ---------
                                                                                         3,077,825  2,936,453
 
Cash...................................................................................     20,474          1
 
Receivables:
  Uncollected premiums.................................................................     71,386     55,992
  Reinsurance recoverable on unpaid and paid losses....................................     12,939     11,812
  Due from affiliates..................................................................         --        388
  Other................................................................................      9,045     14,581
                                                                                         ---------  ---------
                                                                                            93,370     82,773
Accrued investment income..............................................................     39,519     41,209
Deferred policy acquisition costs (NOTE 4).............................................    268,075    237,509
Property and equipment at cost, less accumulated depreciation (NOTE 5).................     52,882     60,031
Deferred federal income taxes (NOTE 7).................................................     17,008         --
Other assets...........................................................................      8,005      3,551
Assets held in separate accounts (NOTE 8)..............................................  2,374,718  1,781,485
                                                                                         ---------  ---------
TOTAL ASSETS...........................................................................  $5,951,876 $5,143,012
                                                                                         ---------  ---------
                                                                                         ---------  ---------

    
 
                            See accompanying notes.
 
                                       25

BALANCE SHEETS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
   


                                                                                             DECEMBER 31
                                                                                         --------------------
                                                                                           1996       1995
                                                                                         ---------  ---------
                                                                                              
POLICY RESERVES, LIABILITIES AND SHAREHOLDER'S EQUITY
POLICY RESERVES AND LIABILITIES:
  Future policy benefit reserves:
    Traditional life insurance.........................................................  $ 434,378  $ 407,706
    Interest sensitive and investment products.........................................  1,175,480  1,101,931
    Accident and health................................................................    834,119    832,925
                                                                                         ---------  ---------
                                                                                         2,443,977  2,342,562
 
  Unearned revenues....................................................................     12,622     13,044
  Other policy claims and benefits payable.............................................    191,940    196,403
  Policyholder dividends payable.......................................................      8,783      7,930
                                                                                         ---------  ---------
                                                                                         2,657,322  2,559,939
 
  Accrued expenses.....................................................................     42,223     68,441
  Current income taxes payable.........................................................     17,424      5,375
  Deferred federal income taxes (NOTE 7)...............................................         --      9,538
  Other liabilities....................................................................    104,834     31,145
  Due to affiliates....................................................................      4,926         --
  Liabilities related to separate accounts (NOTE 8)....................................  2,344,474  1,757,476
                                                                                         ---------  ---------
TOTAL POLICY RESERVES AND LIABILITIES..................................................  5,171,203  4,431,914
 
SHAREHOLDER'S EQUITY (NOTES 1, 9 AND 11):
  Common Stock, $5 par value:
  Authorized, issued and outstanding shares--1,000,000.................................      5,000      5,000
  Additional paid-in capital...........................................................    468,000    408,000
  Retained earnings....................................................................    265,613    207,421
  Unrealized gains on investments, net (NOTE 3)........................................     36,290     88,131
  Unrealized gains on assets held in separate accounts, net (NOTE 3)...................      5,770      2,546
                                                                                         ---------  ---------
TOTAL SHAREHOLDER'S EQUITY.............................................................    780,673    711,098
                                                                                         ---------  ---------
TOTAL POLICY RESERVES, LIABILITIES AND SHAREHOLDER'S EQUITY............................  $5,951,876 $5,143,012
                                                                                         ---------  ---------
                                                                                         ---------  ---------

    
 
                            See accompanying notes.
 
                                       26

FORTIS BENEFITS INSURANCE COMPANY
STATEMENTS OF INCOME
(IN THOUSANDS)
 
   


                                                                                   YEAR ENDED DECEMBER 31
                                                                              ---------------------------------
                                                                                 1996        1995       1994
                                                                              ----------  ----------  ---------
                                                                                             
REVENUES
  Insurance operations:
    Traditional life insurance premiums.....................................  $  258,496  $  251,353  $ 207,824
    Interest sensitive and investment product policy charges................      63,336      46,076     37,823
    Accident and health premiums............................................     974,046     934,900    776,799
                                                                              ----------  ----------  ---------
                                                                               1,295,878   1,232,329  1,022,446
 
  Net investment income (NOTE 3)............................................     206,023     203,537    162,514
  Net realized gains (losses) on investments (NOTE 3).......................      25,731      55,080    (28,815)
  Other income..............................................................      31,725      33,085     35,958
                                                                              ----------  ----------  ---------
      TOTAL REVENUES........................................................   1,559,357   1,524,031  1,192,103
 
BENEFITS AND EXPENSES
  Benefits to policyholders:
    Traditional life insurance..............................................     220,227     202,911    162,168
    Interest sensitive and investment products..............................      90,358      73,676     55,026
    Accident and health claims..............................................     778,439     769,588    620,367
                                                                              ----------  ----------  ---------
                                                                               1,089,024   1,046,175    837,561
 
  Policyholder dividends....................................................       4,169       4,305      1,986
  Amortization of deferred policy acquisition costs (NOTE 4)................      39,325      41,291     34,566
  Insurance commissions.....................................................      94,723      95,559     86,111
  General and administrative expenses.......................................     242,825     254,940    197,427
                                                                              ----------  ----------  ---------
      TOTAL BENEFITS AND EXPENSES...........................................   1,470,066   1,442,270  1,157,651
                                                                              ----------  ----------  ---------
  Income before federal income taxes and cumulative effect of accounting
   changes..................................................................      89,291      81,761     34,452
  Federal income taxes (NOTE 7).............................................      31,099      27,891     11,595
                                                                              ----------  ----------  ---------
  NET INCOME................................................................  $   58,192  $   53,870  $  22,857
                                                                              ----------  ----------  ---------
                                                                              ----------  ----------  ---------

    
 
                            See accompanying notes.
 
                                       27

STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
FORTIS BENEFITS INSURANCE COMPANY
(IN THOUSANDS)
 
   


                                                                                    UNREALIZED       UNREALIZED
                                                                                       GAINS       GAINS ON ASSETS
                                                        ADDITIONAL                  (LOSSES) ON        HELD IN
                                             COMMON       PAID-IN     RETAINED     INVESTMENTS,       SEPARATE
                                              STOCK       CAPITAL     EARNINGS          NET         ACCOUNTS, NET     TOTAL
                                           -----------  -----------  -----------  ---------------  ---------------  ---------
                                                                                                  
Balance, January 1, 1994                    $   5,000    $ 345,000    $ 130,694      $  50,144        $   1,070     $ 531,908
Net income...............................          --           --       22,857             --               --        22,857
Additional paid-in capital...............          --       13,000           --             --               --        13,000
Change in unrealized losses on
 investments, net........................          --           --           --        (93,052)              --       (93,052)
Change in unrealized gain on assets held
 in separate account, net................          --           --           --             --             (516)         (516)
                                           -----------  -----------  -----------       -------           ------     ---------
Balance, December 31, 1994...............       5,000      358,000      153,551        (42,908)             554       474,197
Net income...............................          --           --       53,870             --               --        53,870
Additional paid-in capital...............          --       50,000           --             --               --        50,000
Change in unrealized gains on
 investments, net........................          --           --           --        131,039               --       131,039
Change in unrealized gain on assets held
 in separate account, net................          --           --           --             --            1,992         1,992
                                           -----------  -----------  -----------       -------           ------     ---------
Balance, December 31, 1995...............       5,000      408,000      207,421         88,131            2,546       711,098
Net income...............................          --           --       58,192             --               --        58,192
Additional paid-in capital...............          --       60,000           --             --               --        60,000
Change in unrealized gains on
 investments, net........................          --           --           --        (51,841)              --       (51,841)
Change in unrealized gain on assets held
 in separate account, net................          --           --           --             --            3,224         3,224
                                           -----------  -----------  -----------       -------           ------     ---------
Balance, December 31, 1996...............   $   5,000    $ 468,000    $ 265,613      $  36,290        $   5,770     $ 780,673
                                           -----------  -----------  -----------       -------           ------     ---------
                                           -----------  -----------  -----------       -------           ------     ---------

    
 
                            See accompanying notes.
 
                                       28

STATEMENTS OF CASH FLOWS
   
FORTIS BENEFITS INSURANCE COMPANY
    
(IN THOUSANDS)
 
   


                                                                                  YEAR ENDED DECEMBER 31
                                                                           -------------------------------------
                                                                               1996         1995        1994
                                                                           ------------  ----------  -----------
                                                                                            
OPERATING ACTIVITIES
  Net income.............................................................  $     58,192  $   53,870  $    22,857
  Adjustments to reconcile net income to net cash provided by operating
   activities:
    Increase in future policy benefit reserves for traditional, interest
     sensitive and accident and health policies..........................        26,193      80,478       79,014
    Increase in other policy claims and benefits and policyholder
     dividends payable...................................................        18,638      27,676       10,075
    Provision for deferred federal income taxes..........................        (1,094)    (13,584)      (2,356)
    Increase in income taxes payable.....................................        12,049       1,023        3,283
    Amortization of deferred policy acquisition costs....................        39,325      41,291       34,566
    Policy acquisition costs deferred....................................       (66,515)    (56,391)     (54,349)
    Provision for mortgage loan losses...................................         1,344         924        1,105
    Provision for depreciation...........................................        17,312      15,654       12,267
    Amortization of investment premiums (discount) net...................         1,821        (239)        (914)
    Change in receivables, accrued investment income, unearned premiums,
     accrued expenses and other liabilities..............................        38,614       3,427      (36,650)
    Net realized (gains) losses on investments...........................       (25,731)    (55,080)      28,815
    Other................................................................          (261)     (2,431)        (135)
                                                                           ------------  ----------  -----------
        NET CASH PROVIDED BY OPERATING ACTIVITIES........................       119,887      96,618       97,578
 
INVESTING ACTIVITIES
  Purchases of fixed maturity investments................................    (2,778,352) (2,151,133)  (1,943,697)
  Sales or maturities of fixed maturity investments......................     2,652,887   2,000,068    1,798,184
  Increase in short-term investments.....................................       (29,318)    (35,908)     (44,266)
  Purchases of other investments.........................................      (210,182)   (240,264)    (211,836)
  Sales of other investments.............................................       163,569     112,598      104,399
  Purchases of property and equipment....................................       (10,992)    (19,975)     (16,164)
  Purchase of group insurance business...................................            --          --       (6,644)
  Other..................................................................            --       1,229          500
                                                                           ------------  ----------  -----------
        NET CASH USED IN INVESTING ACTIVITIES............................      (212,388)   (333,385)    (319,524)
 
FINANCING ACTIVITIES
  Activities related to investment products:
    Considerations received..............................................       128,446     187,484      200,499
    Surrenders and death benefits........................................      (125,274)    (60,522)     (19,207)
    Interest credited to policyholders...................................        49,802      48,918       31,867
  Additional paid-in capital from shareholder............................        60,000      50,000       13,000
                                                                           ------------  ----------  -----------
        NET CASH PROVIDED BY FINANCING ACTIVITIES........................       112,974     225,880      226,159
                                                                           ------------  ----------  -----------
  Increase (decrease) in cash............................................        20,473     (10,887)       4,213
        CASH AT BEGINNING OF YEAR........................................             1      10,888        6,675
                                                                           ------------  ----------  -----------
        CASH AT END OF YEAR..............................................  $     20,474  $        1  $    10,888
                                                                           ------------  ----------  -----------
                                                                           ------------  ----------  -----------

    
 
                            See accompanying notes.
 
                                       29

NOTES TO FINANCIAL STATEMENTS
FORTIS BENEFITS INSURANCE COMPANY
 
DECEMBER 31, 1996
 
   
1.  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    
NATURE OF OPERATIONS
 
   
Fortis  Benefits  Insurance Company  (the Company)  is an  indirect wholly-owned
subsidiary of  Fortis  AMEV  and  Fortis AG.  The  Company  is  incorporated  in
Minnesota  and distributes its products in all  states except New York. To date,
the majority of  the Company's revenues  have been derived  from group  employee
benefits products and the remainder from individual life and annuity products.
    
 
RECOGNITION OF REVENUES AND POLICY RESERVES AND LIABILITIES
 
The  Company follows  generally accepted  accounting principles  which differ in
certain respects from statutory accounting practices prescribed or permitted  by
regulatory authorities. The more significant of these principles are:
 
    Premiums  for traditional life insurance are recognized as revenues when due
    over the  premium-paying period.  Reserves for  future policy  benefits  are
    computed using the net level method and include investment yield, mortality,
    withdrawal,  and  other  assumptions  based  on  the  Company's  experience,
    modified  as  necessary  to  reflect  anticipated  trends  and  to   include
    provisions for possible unfavorable deviations.
 
    Revenues  for interest sensitive and  investment products consist of charges
    assessed against policy account balances during  the period for the cost  of
    insurance,  policy  administration,  and  surrender  charges.  Future policy
    benefit reserves are  computed under  the retrospective  deposit method  and
    consist  of  policy account  balances  before applicable  surrender charges.
    Policy benefits charged to expense during the period include amounts paid in
    excess of policy account  balances and interest  credited to policy  account
    balances.  Interest credit rates for  universal life and investment products
    ranged from 6.2% to 7% and 4% to 7.8% in 1996 and 1995, respectively.
 
    Premiums for accident and health insurance products, including medical, long
    and short-term disability  and dental insurance  products are recognized  as
    revenues ratably over the contract period in proportion to the risk insured.
    Reserves  for future disability benefits are based on the 1964 Commissioners
    Disability Table at 6% interest.  Calculated reserves are modified based  on
    the  Company's actual experience.  Other policy claims  and benefits payable
    for reported  and  incurred  but  not reported  claims  and  related  claims
    adjustment  expenses  are  determined using  case-basis  estimates  and past
    experience. The  methods  of  making such  estimates  and  establishing  the
    related  liabilities are  continually reviewed and  updated. Any adjustments
    resulting therefrom are reflected in income currently.
 
DEFERRED POLICY ACQUISITION COSTS
 
   
The costs of acquiring new business, which vary with and are directly related to
the production  of new  business  are deferred  to  the extent  recoverable  and
amortized.  For traditional  life insurance  products, such  costs are amortized
over the premium paying period. For interest sensitive and investment  products,
such  costs  are amortized  in relation  to expected  future gross  profits. For
accident and health and group life insurance products, these costs represent the
present value at the acquisition of these lines in the October 1, 1991  purchase
(see  Note 2) of future profits which are amortized against the expected premium
revenues of the lines acquired.  These amortization periods require  significant
management  judgment and are reviewed continually. As excess amounts of deferred
costs over future premiums or gross profits are identified, such excess  amounts
are expensed.
    
 
INVESTMENTS
 
The  Company's investment strategy is developed  based on many factors including
insurance liability  matching,  rate  of  return,  maturity,  credit  risk,  tax
considerations and regulatory requirements.
 
   
All  fixed maturity investments are classified as available-for-sale and carried
at fair value.  That determination is  made at  the time of  each purchase  and,
prospectively, is reevaluated as of each balance sheet date.
    
 
   
Changes  in fair values of available-for-sale securities, after related deferred
income taxes and after adjustment for the changes in pattern of amortization  of
deferred  policy acquisition costs and participating policyholder dividends, are
reported directly  in  shareholder's  equity as  unrealized  gains  (losses)  on
investments  and, accordingly, have no effect on  net income. The offsets to the
unrealized appreciation or depreciation represent adjustments of deferred policy
acquisition cost amortization and policyholder dividends payable that would have
been required as a charge or credit  to income had such unrealized amounts  been
realized.
    
 
Mortgage loans constitute first liens on commercial real estate and other income
producing properties. The insurance statutes in Minnesota generally require that
the  initial  principal loaned  not exceed  80%  of the  appraised value  of the
property securing  the  loan. The  Company's  policy fully  complies  with  this
statute.  Mortgage loans on real estate are reported at unpaid balance, adjusted
for amortization of premium or discount, less allowance for possible losses. The
change in the allowance for possible losses is recorded with realized gains  and
losses on investments. Policy loans are reported at unpaid balance.
 
Realized  gains and losses on sales of investments, and declines in value judged
to be other-than-temporary, are recognized on the specific identification basis.
Investment income is recorded as earned.
 
PROPERTY AND EQUIPMENT
 
Property and equipment are recorded  at cost less accumulated depreciation.  The
Company  provides for depreciation principally  on the straight-line method over
the estimated useful lives of the related property.
 
                                       30

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
   
1.  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
    
INCOME TAXES
 
Income taxes have been  provided using the liability  method in accordance  with
Financial  Accounting  Standards Board  ("FASB")  Statement 109,  ACCOUNTING FOR
INCOME TAXES. Deferred tax  assets and liabilities are  determined based on  the
differences  between the financial reporting and  the tax bases and are measured
using the enacted tax rates.
 
SEPARATE ACCOUNTS
 
Assets and liabilities associated with  separate accounts relate to premium  and
annuity  considerations for  variable life  and annuity  products for  which the
contract holder, rather than  the Company, bears  the investment risk.  Separate
account assets are reported at fair value.
 
GUARANTY FUND ASSESSMENTS
 
The economy and other factors have caused an increase in the number of insurance
companies that are under regulatory supervision. This circumstance may result in
an  increase in  assessments by state  guaranty funds, or  voluntary payments by
solvent insurance companies, to  cover losses to  policyholders of insolvent  or
rehabilitated  companies.  Mandatory  assessments  can  be  partially  recovered
through a reduction in future premium taxes  in some states. The Company is  not
able  to reasonably estimate  the impact of future  assessments on its financial
position but does not believe that the impact will be material.
 
USE OF ESTIMATES
 
The preparation of  financial statements in  conformity with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
 
RECLASSIFICATIONS
 
Certain amounts in the 1995 and 1994 financial statements have been reclassified
to conform to the 1996 presentation.
 
2.  ACQUIRED BUSINESS
   
    In  1991,  the  company  purchased   certain  assets  and  assumed   certain
liabilities  from The  Mutual Benefit  Life Insurance  Company in Rehabilitation
(MBL). The  seller  transferred  to  the Company,  the  assets  and  liabilities
relating to the group life, accident and health, disability and dental insurance
business  of MBL. The acquisition was accounted  for as a purchase. The original
purchase price  of  the  acquisition  was  $318,000,000.  Subsequent  additional
payments  of $20,850,000 were made ending in 1994. These additional payments, as
well as $126,515,000 of the original purchase price represent the present  value
of  future profits on the lines of  business acquired at the date of acquisition
and have been accounted for as deferred policy acquisition costs (see Note 4).
    
 
3.  INVESTMENTS
AVAILABLE FOR SALE SECURITIES
 
The following is a summary of the available for sale securities (in thousands):
 


                                                               GROSS        GROSS
                                                 AMORTIZED  UNREALIZED   UNREALIZED     FAIR
                                                   COST        GAIN         LOSS        VALUE
                                                 ---------  -----------  -----------  ---------
                                                                          
December 31, 1996:
  Fixed income securities:
  Governments..................................  $ 321,574   $   3,418    $   1,323   $ 323,669
  Public utilities.............................     92,116       2,758          403      94,471
  Industrial and miscellaneous.................  1,656,420      38,413        6,527   1,688,306
  Other........................................      8,328         750           25       9,053
                                                 ---------  -----------  -----------  ---------
  Total fixed income securities................  2,078,438      45,339        8,278   2,115,499
  Equity securities............................     84,144      23,340        1,194     106,290
                                                 ---------  -----------  -----------  ---------
    Total......................................  $2,162,582  $  68,679    $   9,472   $2,221,789
                                                 ---------  -----------  -----------  ---------
                                                 ---------  -----------  -----------  ---------
December 31, 1995:
Fixed income securities:
  Governments..................................  $ 453,406   $  36,938    $     142   $ 490,202
  Public utilities.............................     55,793       4,617           --      60,410
  Industrial and miscellaneous.................  1,420,374      82,705        1,282   1,501,797
  Other........................................     21,631       1,586            2      23,215
                                                 ---------  -----------  -----------  ---------
  Total fixed income securities................  1,951,204     125,846        1,426   2,075,624
  Equity securities............................     60,935      20,321        2,404      78,852
                                                 ---------  -----------  -----------  ---------
    Total......................................  $2,012,139  $ 146,167    $   3,830   $2,154,476
                                                 ---------  -----------  -----------  ---------
                                                 ---------  -----------  -----------  ---------

 
                                       31

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
3.  INVESTMENTS (CONTINUED)
The amortized cost  and fair  value of available-for-sale  investments in  fixed
maturities  at December 31,  1996, by contractual maturity,  are shown below (in
thousands). Expected maturities will differ from contractual maturities  because
borrowers  may have the right to call or prepay obligations with or without call
or prepayment penalties.
 


                                                                        AMORTIZED    FAIR
                                                                          COST       VALUE
                                                                        ---------  ---------
                                                                             
Due in one year or less...............................................  $  57,745  $  57,849
Due after one year through five years.................................    576,951    588,257
Due after five years through ten years................................    666,892    675,262
Due after ten years...................................................    776,850    794,131
                                                                        ---------  ---------
Total.................................................................  $2,078,438 $2,115,499
                                                                        ---------  ---------
                                                                        ---------  ---------

 
MORTGAGE LOANS
 
   
The  Company  has  issued  commercial  mortgage  loans  on  properties   located
throughout  the  United States.  Approximately 36%  of outstanding  principal is
concentrated in the  states of California,  Texas and New  York at December  31,
1996  as compared to concentrated interests  in California, Florida and New York
of 35% at December 31, 1995. Loan commitments outstanding totaled $6,141,000  at
December 31, 1996.
    
 
In  May 1993, FASB issued Statement 114, ACCOUNTING FOR CREDITORS FOR IMPAIRMENT
OF A LOAN, which became effective for fiscal years beginning after December  15,
1994,  and  which  the Company  adopted  in  1995. Statement  114  requires that
impaired loans are to  be valued at  the present value  of expected future  cash
flows  discounted  at the  loan's effective  interest rate,  or, as  a practical
expedient, at the loan's  observable market price, or  the fair market value  of
the  collateral if the loan is collateral  dependent. The impact of adoption was
not material to the Company's financial position or operating results.
 
INVESTMENTS ON DEPOSIT
 
The Company  had  fixed  maturities  carried at  $2,537,000  and  $2,385,000  at
December  31, 1996 and 1995, respectively,  on deposit with various governmental
authorities as required by law.
 
NET UNREALIZED GAINS (LOSSES)
 
   
The adjusted net unrealized gains (losses) recorded in shareholder's equity  for
the year ended December 31 were as follows (in thousands):
    
 
   


                                                                       1996       1995       1994
                                                                     ---------  ---------  ---------
                                                                                  
Change in unrealized gains before adjustments......................  $ (83,065) $ 214,452  $(155,923)
Adjustments:
Decrease (increase) in amortization of deferred policy acquisition
 costs.............................................................      3,376     (9,789)     9,288
Participating policyholders' share of earnings.....................         --         --      2,684
Deferred income taxes..............................................     31,072    (71,632)    50,383
                                                                     ---------  ---------  ---------
Change in net unrealized gains (losses)............................    (48,617)   133,031    (93,568)
Net unrealized gains (losses), beginning of year...................     90,677    (42,354)    51,214
                                                                     ---------  ---------  ---------
Net unrealized gains (losses), end of year.........................  $  42,060  $  90,677  $ (42,354)
                                                                     ---------  ---------  ---------
                                                                     ---------  ---------  ---------

    
 
                                       32

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
3.  INVESTMENTS (CONTINUED)
   
NET INVESTMENT INCOME AND NET REALIZED GAINS (LOSSES) ON INVESTMENTS
    
 
Major  categories  of  net  investment income  and  realized  gains  (losses) on
investments for each year were as follows (in thousands):
 
   


                                                                       1996       1995       1994
                                                                     ---------  ---------  ---------
                                                                                  
NET INVESTMENT INCOME
Fixed maturities...................................................  $ 141,973  $ 139,062  $ 119,668
Equity securities..................................................      6,682      2,026      1,937
Mortgage loans on real estate......................................     52,949     49,227     36,816
Policy loans.......................................................      3,195      2,797      2,731
Short-term investments.............................................      5,175     11,863      4,671
Real estate and other investments..................................      5,358      4,750      2,138
                                                                     ---------  ---------  ---------
                                                                       215,332    209,725    167,961
Expenses...........................................................     (9,309)    (6,188)    (5,447)
                                                                     ---------  ---------  ---------
                                                                     $ 206,023  $ 203,537  $ 162,514
                                                                     ---------  ---------  ---------
                                                                     ---------  ---------  ---------
NET REALIZED GAINS (LOSSES) ON INVESTMENTS
Fixed maturities...................................................  $   3,334  $  50,393  $ (27,854)
Equity securities..................................................     18,281      2,830      1,352
Mortgage loans on real estate......................................       (144)      (242)    (2,992)
Policy loans.......................................................         --         --         --
Short-term investments.............................................         57         (3)       (60)
Real estate and other investments..................................      4,203      2,102        739
                                                                     ---------  ---------  ---------
                                                                     $  25,731  $  55,080  $ (28,815)
                                                                     ---------  ---------  ---------
                                                                     ---------  ---------  ---------

    
 
Proceeds from  sales of  investments in  fixed maturities  were  $2,652,887,000,
$2,000,068,000  and $1,798,185,000 in  1996, 1995 and  1994, respectively. Gross
gains  of  $28,606,000,  $61,070,000  and   $16,618,000  and  gross  losses   of
$25,272,000,  $10,677,000 and  $44,472,000 were realized  on the  sales in 1996,
1995 and 1994, respectively.
 
4.    DEFERRED POLICY ACQUISITION COSTS
    The changes in deferred policy acquisition costs by product were as  follows
(in thousands):
 


                                                                 INTEREST
                                                               SENSITIVE AND
                                                 TRADITIONAL    INVESTMENT      ACCIDENT
                                                    LIFE         PRODUCTS      AND HEALTH     TOTAL
                                                 -----------  ---------------  -----------  ---------
                                                                                
Balance January 1, 1995........................   $  49,910      $ 141,309      $  40,979   $ 232,198
Acquisition costs deferred.....................          --         56,391             --      56,391
Acquisition costs amortized....................     (11,378)       (17,071)       (12,842)    (41,291)
Additional amortization of deferred acquisition
 costs from unrealized gains on
 available-for-sale securities                           --         (9,789)            --      (9,789)
                                                 -----------  ---------------  -----------  ---------
Balance December 31, 1995......................      38,532        170,840         28,137     237,509
Acquisition costs deferred.....................          --         66,515             --      66,515
Acquisition costs amortized....................      (5,375)       (19,695)       (14,255)    (39,325)
Reduced amortization of deferred acquisition
 costs from unrealized gains on
 available-for-sale securities.................          --          3,376             --       3,376
                                                 -----------  ---------------  -----------  ---------
Balance December 31, 1996......................   $  33,157      $ 221,036      $  13,882   $ 268,075
                                                 -----------  ---------------  -----------  ---------
                                                 -----------  ---------------  -----------  ---------

 
Included  within total deferred policy acquisition costs at December 31, 1996 is
$27,914,000 of present value of future profits (PVP) resulting from acquisitions
accounted for as a purchase. The estimated amount of PVP to be amortized  during
each   of  the   next  two  years   is  as  follows:   1997--  $17,478,000;  and
1998--$10,436,000.
 
During 1996,  1995  and  1994,  the Company  sold  portions  of  its  investment
portfolio  and  in accordance  with FASB  Statement 97,  the recognition  of the
realized capital (losses) gains resulted in (reduced) additional amortization of
acquisition  costs   deferred   of  $1,894,000,   $4,825,000   and   $(935,000),
respectively. In addition, the Company recorded (reduced) policyholder dividends
payable of $1,095,000 in 1995 and $(761,000) in 1994.
 
                                       33

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
5.  PROPERTY AND EQUIPMENT
   
    A summary of property and equipment at December 31 for each year follows (in
thousands):
    
 


                                                                                1996       1995
                                                                              ---------  ---------
                                                                                   
Land........................................................................  $   1,900  $   1,900
Building and improvements...................................................     25,133     23,319
Furniture and equipment.....................................................     95,370     85,592
                                                                              ---------  ---------
                                                                                122,403    110,811
Less accumulated depreciation...............................................    (69,521)   (50,780)
Net property and equipment..................................................  $  52,882  $  60,031
                                                                              ---------  ---------
                                                                              ---------  ---------

 
6.  ACCIDENT AND HEALTH RESERVES
    Activity  for the liability for unpaid accident and health claims and claims
adjustment expenses is summarized as follows (in thousands):
 


                                                                         YEAR ENDED DECEMBER 31
                                                                     -------------------------------
                                                                       1996       1995       1994
                                                                     ---------  ---------  ---------
                                                                                  
Balance as of January 1, net of reinsurance recoverables...........  $ 928,832  $ 838,810  $ 806,538
Add: Incurred losses related to:
  Current year.....................................................    865,907    827,261    656,052
  Prior years......................................................    (64,094)   (28,520)   (58,218)
                                                                     ---------  ---------  ---------
    Total incurred losses..........................................    801,813    798,741    597,834
Deduct: Paid losses related to:
  Current year.....................................................    549,144    492,460    377,595
  Prior years......................................................    233,790    216,259    187,967
                                                                     ---------  ---------  ---------
    Total paid losses..............................................    782,934    708,719    565,562
                                                                     ---------  ---------  ---------
Balance as of December 31, net of reinsurance recoverables.........  $ 947,711  $ 928,832  $ 838,810
                                                                     ---------  ---------  ---------
                                                                     ---------  ---------  ---------

 
The table above compares  to the amounts  reported on the  balance sheet in  the
following  respects: (1) the  table above is presented  net of ceded reinsurance
and the accident and health reserves reported on the balance sheet are gross  of
ceded  reinsurance;  (2)  the  table above  includes  claims  adjustment expense
liabilities that are included in accrued expenses on the balance sheet; and  (3)
the table above includes accident and health benefits payable which are included
with other policy claims and benefits payable reported on the balance sheet.
 
In  each of the years presented above, the accident and health insurance line of
business  experienced   overall  favorable   development  on   claims   reserves
established  as of the previous year end. The favorable development was a result
of lower  medical  costs due  to  less uncertainty  in  the health  business,  a
reduction  of  loss reserves  which  considered historically  high  inflation in
medical costs and, in 1994, a refinement in the claims reserve estimates.
 
7.  FEDERAL INCOME TAXES
    The Company reports its taxable income in a consolidated federal income  tax
return  along  with other  affiliated subsidiaries  of  Fortis, Inc.  Income tax
expense or credits are allocated  among the affiliated subsidiaries by  applying
corporate  income tax rates to  taxable income or loss  determined on a separate
return basis according to a Tax Allocation Agreement.
 
Deferred income  taxes reflect  the  net tax  effects of  temporary  differences
between the basis of assets and liabilities for financial statement purposes and
for income tax purposes.
 
                                       34

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
7.  FEDERAL INCOME TAXES (CONTINUED)
The  significant components of the Company's deferred tax liabilities and assets
as of December 31, 1996 and 1995 are as follows (in thousands):
 


                                                                                1996       1995
                                                                              ---------  ---------
                                                                                   
Deferred tax assets:
  Reserves..................................................................  $  51,271  $  54,346
  Separate account assets/liabilities.......................................     40,989     34,386
  Unrealized losses.........................................................      2,648         --
  Accrued liabilities.......................................................      8,439     13,781
  Claims and benefits payable...............................................      7,764      2,626
  Other.....................................................................      1,549        123
                                                                              ---------  ---------
    Total deferred tax assets...............................................    112,660    105,262
 
Deferred tax liabilities:
  Other.....................................................................      2,348         --
  Unrealized gains..........................................................     20,402     48,826
  Deferred policy acquisition costs.........................................     67,850     60,930
  Investments...............................................................      1,942         --
  Fixed assets..............................................................      3,110      5,044
                                                                              ---------  ---------
    Total deferred tax liabilities..........................................     95,652    114,800
                                                                              ---------  ---------
    Net deferred tax asset (liability)......................................  $  17,008  $  (9,538)
                                                                              ---------  ---------
                                                                              ---------  ---------

 
The Company is required  to establish a valuation  allowance for any portion  of
the  deferred tax asset  that management believes  will not be  realized. In the
opinion of management, it is more likely than not that the Company will  realize
the  benefit  of the  deferred  tax assets,  and,  therefore, no  such valuation
allowance has been established.
 
   
The Company's tax expense (credit)  for the year ended  December 31 is shown  as
follows (in thousands):
    
 


                                                                         1996       1995       1994
                                                                       ---------  ---------  ---------
                                                                                    
Current..............................................................  $  32,193  $  39,660  $  15,046
Deferred.............................................................     (1,094)   (11,769)    (3,451)
                                                                       ---------  ---------  ---------
                                                                       $  31,099  $  27,891  $  11,595
                                                                       ---------  ---------  ---------
                                                                       ---------  ---------  ---------

 
   
Federal Income tax payments and refunds resulted in net payments of $16,434,000,
$40,453,000 and $10,351,000 in 1996, 1995 and 1994, respectively.
    
 
The Company's effective income tax rate varied from the statutory federal income
tax rate as follows:
 


                                                                         1996       1995       1994
                                                                       ---------  ---------  ---------
                                                                                    
Statutory income tax rate............................................      35.0%      35.0%      35.0%
Tax audit provision..................................................         --         --        0.8
Other, net...........................................................        (.2)      (0.9)      (2.1)
                                                                       ---------  ---------  ---------
                                                                           34.8%      34.1%      33.7%
                                                                       ---------  ---------  ---------
                                                                       ---------  ---------  ---------

 
8.  ASSETS HELD IN SEPARATE ACCOUNTS
   
    Separate account assets at December 31 were as follows (in thousands):
    
 


                                                                              1996       1995
                                                                            ---------  ---------
                                                                                 
Premium and annuity considerations for the variable annuity products and
 variable universal life product for which the contract holder, rather
 than the Company, bears the investment risk..............................  $2,344,474 $1,757,476
Assets of the separate accounts owned by the Company, at fair value.......     30,244     24,009
                                                                            ---------  ---------
                                                                            $2,374,718 $1,781,485
                                                                            ---------  ---------
                                                                            ---------  ---------

 
                                       35

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
9.  STATUTORY ACCOUNTING PRACTICES
    Reconciliations  of  net income  and shareholder's  equity  on the  basis of
statutory accounting  to  the  related amounts  presented  in  the  accompanying
statements were as follows (in thousands):
 
   


                                                            NET INCOME             SHAREHOLDER'S EQUITY
                                                  -------------------------------  --------------------
                                                    1996       1995       1994       1996       1995
                                                  ---------  ---------  ---------  ---------  ---------
                                                                               
Based on statutory accounting practices.........  $  55,046  $  30,576  $  49,759  $ 482,507  $ 377,040
Deferred policy acquisition costs...............     27,190     15,100     19,783    268,075    237,509
Investment valuation differences................     (1,600)       330        370     31,326    114,413
Policy reserves.................................    (19,505)   (29,238)   (25,213)  (131,159)  (114,259)
Current income taxes payable....................     (1,292)    (1,294)        --     (7,895)    (7,895)
Deferred income taxes...........................      1,094     11,769      2,356     17,008     (9,538)
Realized gains (losses) on investments..........        264      1,938     (1,052)        --         --
Realized gains (losses) transferred to the
 Interest Maintenance Reserve (IMR), net of
 tax............................................      2,335     31,711    (18,456)        --         --
Amortization of IMR, net of tax.................     (6,130)    (5,261)    (5,479)        --         --
Property and equipment..........................         --         --         --     20,481     27,172
Interest maintenance reserve....................         --         --         --     50,019     53,814
Asset valuation reserve.........................         --         --         --     62,961     48,507
Other, net......................................        790     (1,761)       789    (12,650)   (15,665)
                                                  ---------  ---------  ---------  ---------  ---------
As reported herein..............................  $  58,192  $  53,870  $  22,857  $ 780,673  $ 711,098
                                                  ---------  ---------  ---------  ---------  ---------
                                                  ---------  ---------  ---------  ---------  ---------

    
 
10. REINSURANCE
   
    The  maximum amount that the Company retains  on any one life is $500,000 of
life insurance including  accidental death.  Amounts in excess  of $500,000  are
reinsured with other life insurance companies on a yearly renewable term basis.
    
 
   
Ceded  reinsurance premiums for the  year ended December 31  were as follows (in
thousands):
    
 


                                                                           1996       1995       1994
                                                                         ---------  ---------  ---------
                                                                                      
Life insurance.........................................................  $   8,680  $   4,661  $   5,571
Accident and health insurance..........................................      6,793      3,410     36,782
                                                                         ---------  ---------  ---------
                                                                         $  15,473  $   8,071  $  42,353
                                                                         ---------  ---------  ---------
                                                                         ---------  ---------  ---------

 
   
Recoveries under reinsurance contracts  for the year ended  December 31 were  as
follows (in thousands):
    
 


                                                                          1996       1995       1994
                                                                        ---------  ---------  ---------
                                                                                     
Life insurance........................................................  $   7,225  $   2,489  $   1,650
Accident and health insurance.........................................      5,993      8,807     19,913
                                                                        ---------  ---------  ---------
                                                                        $  13,218  $  11,296  $  21,563
                                                                        ---------  ---------  ---------
                                                                        ---------  ---------  ---------

 
Reinsurance  ceded would  become a  liability of  the Company  in the  event the
reinsurers are  unable to  meet the  obligations assumed  under the  reinsurance
agreements.  To  minimize its  exposure to  significant losses  from reinsurance
insolvencies, the Company  evaluates the financial  condition of its  reinsurers
and  monitors  concentrations of  credit  risk arising  from  similar geographic
regions, activities or economic characteristics of the reinsurers.
 
11. STATUTORY INFORMATION
    Dividend distributions  to  parent are  restricted  as to  amount  by  state
regulatory requirements. The Company had $47,728,000 free from such restrictions
at  December  31, 1996.  Distributions in  excess of  this amount  would require
regulatory approval.
 
   
Statutory-basis financial statements are prepared in accordance with  accounting
practices prescribed or permitted by Minnesota Insurance regulatory authorities.
Prescribed  statutory accounting practices include  a variety of publications of
the National Association of Insurance  Commissioners ("NAIC"), as well as  state
laws,   regulations  and  general   administrative  rules.  Permitted  statutory
accounting practices encompass all accounting practices not so prescribed;  such
practices  may differ form  state to state,  may differ from  company to company
within a state,  and may  change in  the future. The  NAIC is  currently in  the
process  of codifying statutory accounting practices. This project, which is not
expected to be completed  before 1998, may result  in changes to the  accounting
practices  that  insurance  enterprises  use  to  prepare  their statutory-basis
financial statements.
    
 
Insurance enterprises are required by  State Insurance Departments to adhere  to
minimum  risk-based capital ("RBC")  requirements developed by  the NAIC. All of
the Company's insurance subsidiaries exceed minimum RBC requirements.
 
                                       36

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
12. TRANSACTIONS WITH AFFILIATED COMPANIES
    The Company  receives  various services  from  Fortis, Inc.  These  services
include   assistance  in  benefit   plan  administration,  corporate  insurance,
accounting, tax, auditing,  investment and other  administrative functions.  The
fees  paid to Fortis, Inc.  for these services for  the years ended December 31,
1996, 1995 and 1994, were $13,319,000, $10,074,000 and $8,944,000, respectively.
 
In conjunction with the marketing of its variable annuity products, the  Company
paid  $68,616,000, $59,308,000 and $57,307,000, in commissions to its affiliate,
Fortis Investors, Inc.  for the years  ended December 31,  1996, 1995 and  1994,
respectively.
 
13. FAIR VALUE DISCLOSURES
 
VALUATION METHODS AND ASSUMPTIONS
 
Investments  are reported  in the accompanying  balance sheets  on the following
basis:
 
    The fair  values for  fixed maturity  securities and  equity securities  are
    based   on  quoted  market  prices,  where  available.  For  fixed  maturity
    securities not  actively  traded, fair  values  are estimated  using  values
    obtained  from  independent  pricing services  or,  in the  case  of private
    placements, are estimated by discounting expected future cash flows using  a
    current market rate applicable to the yield, credit quality, and maturity of
    the investments.
 
    Mortgage  loans are reported at unpaid principal balance less allowances for
    possible losses.  The fair  values  of mortgage  loans are  estimated  using
    discounted  cash flow analyses, using interest rates currently being offered
    for similar  loans to  borrowers  with similar  credit ratings.  Loans  with
    similar characteristics are aggregated for purposes of the calculations. The
    fair  values for the Company's policy reserves under the investment products
    are determined using cash surrender value.
 
    The fair values under all  insurance contracts are taken into  consideration
    in  the Company's  overall management of  interest rate risk,  such that the
    Company's exposure  to  changing interest  rates  is minimized  through  the
    matching   of  investment  maturities  with   amounts  due  under  insurance
    contracts.
 


                                                                             DECEMBER 31
                                                              ------------------------------------------
                                                                      1996                  1995
                                                              --------------------  --------------------
                                                              CARRYING     FAIR     CARRYING     FAIR
                                                               AMOUNT      VALUE     AMOUNT      VALUE
                                                              ---------  ---------  ---------  ---------
                                                                                   
Assets:
  Investments:
    Securities available-for-sale:
      Fixed maturities......................................  $2,115,499 $2,115,499 $2,075,624 $2,075,624
      Equity securities.....................................    106,290    106,290     78,852     78,852
      Mortgage loans on real estate.........................    582,869    614,555    562,697    605,501
  Policy loans..............................................     60,722     60,722     53,863     53,863
  Short-term investments....................................    182,817    182,817    153,499    153,499
  Cash......................................................     20,474     20,474          1          1
  Assets held in separate accounts..........................  2,371,601  2,371,601  1,781,485  1,781,485
Liabilities:
  Individual and group annuities (subject to discretionary
   withdrawal)..............................................  $ 916,754  $ 886,110  $ 865,623  $ 834,621

 
14. COMMITMENTS AND CONTINGENCIES
    The Company is named  as a defendant  in a number  of legal actions  arising
primarily  from claims  made under insurance  policies. These  actions have been
considered in establishing policy benefit and loss reserves. Management and  its
legal  counsel are of the opinion that  the settlement of these actions will not
have a material adverse effect on the Company's financial position or results of
operations.
 
15. RETIREMENT AND OTHER EMPLOYEE BENEFITS
    The Company participates in the Fortis, Inc. noncontributory defined benefit
pension plan covering substantially all of its employees. Benefits are based  on
years  of service and the employee's  compensation during such years of service.
Fortis, Inc. is not  able to segregate Company  specific benefit obligations  or
plan  assets. On an aggregate basis, the  fair value of plan assets exceeded the
accumulated benefit obligations as of December 31, 1996.
 
The Company has a profit sharing plan covering substantially all employees which
provides benefits payable  to participants  on retirement or  disability and  to
beneficiaries  of  participants in  event  of the  participant's  death. Amounts
contributed to the plan and expensed by the Company were $3,913,000,  $3,765,000
and $3,536,000 in 1996, 1995 and 1994, respectively.
 
                                       37

APPENDIX A--SAMPLE MARKET VALUE ADJUSTMENT CALCULATIONS
The formula which will be used to determine the Market Value Adjustment is:
 

                
        1 + I         n/12
      ----------            - 1
 (   1 + J + .005  )

 
Sample Calculation 1: Positive Adjustment
 

                                       
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

 

                           
                 1 + .08         60/12
$10,000 x      ------------            - 1]  = $234.73
          [(  1 + .07 + .005  )

 
              Amount transferred or withdrawn (adjusted for Market Value
Adjustment): $10,234.73
 
Sample Calculation 2: Negative Adjustment
 

                                       
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:

 

                           
                 1 + .08         60/12
$10,000 x      ------------            - 1]  = - $666.42
          [(  1 + .09 + .005  )

 
              Amount transferred or withdrawn (adjusted for Market Value
Adjustment): $9,333.58
 
Sample Calculation 3: Negative Adjustment
 

                                       
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:

 

                             
                  1 + .08          60/12
$10,000 x      --------------            - 1]  = - $114.94
          [(  1 + .0775 + .005  )

 
              Amount transferred or withdrawn (adjusted for Market Value
Adjustment): $9,885.06
- ------------------------
* Assumed for illustrative purposes only.
 
                                      A-1

   
APPENDIX B--SAMPLE DEATH BENEFIT CALCULATIONS
    
 
DATE OF DEATH IS THE 3RD CERTIFICATE ANNIVERSARY
 
   


                                                                   EXAMPLE 1  EXAMPLE 2
                                                                   ---------  ---------
                                                                     
a.   Net Purchase Payments Made Prior to Date of Death, with 3%
     accumulation................................................  $ 20,000   $ 20,000
b.   Certificate Value on Date of Death..........................  $ 17,000   $ 25,000
Death Benefit is larger of a, and b..............................  $ 20,000   $ 25,000

    
 
DATE OF DEATH IS THE 8TH CERTIFICATE ANNIVERSARY
 
   


                                                                   EXAMPLE 3  EXAMPLE 4  EXAMPLE 5
                                                                   ---------  ---------  ---------
                                                                             
a.   Net Purchase Payments Made Prior to Date of Death, with 3%
     accumulation................................................  $ 20,000   $ 20,000   $ 20,000
b.   Certificate Value on 7th Certificate Anniversary............  $ 15,000   $ 30,000   $ 30,000
c.   Certificate Value on Date of Death..........................  $ 17,000   $ 25,000   $ 35,000
Death Benefit is larger of a, b, and c...........................  $ 20,000   $ 30,000   $ 35,000

    
 
DATE OF DEATH IS THE 15TH CERTIFICATE ANNIVERSARY
 
   


                                                                   EXAMPLE 6  EXAMPLE 7  EXAMPLE 8
                                                                   ---------  ---------  ---------
                                                                             
a.   Net Purchase Payments Made Prior to Date of Death, with 3%
     accumulation................................................  $ 20,000   $ 20,000   $ 20,000
b.   Certificate Value on 14th Certificate Anniversary...........  $ 15,000   $ 40,000   $ 40,000
c.   Certificate Value on Date of Death..........................  $ 17,000   $ 30,000   $ 50,000
Death Benefit is larger of a, b, and c...........................  $ 20,000   $ 40,000   $ 50,000

    
 
The  numbers  do  not  include  any  market  value  adjustments  which  might be
applicable to the death benefit amount.
 
                                      B-1

APPENDIX C--EXPLANATION OF EXPENSE CALCULATIONS
The expense  for  a  given  year is  calculated  by  multiplying  the  projected
beginning  of the year policy value by the total expense rate. The total expense
rate is the sum of the variable account expense rate plus the total Series  Fund
expense rate plus the annual administrative charge rate.
 
The  policy values are projected by assuming a single payment of $1,000 grows at
an annual rate equal to 5% reduced by the total expense rate described above.
 
   
For example, the 3 year expense for the Growth Stock Series is calculated as
follows:
    
 
   

                                                                                                                 
          --------------------------------------------------------------------------------------------------------------
           Total Variable Account Annual Expenses                                                                  1.35%
          --------------------------------------------------------------------------------------------------------------
    +      Total Series Fund Operating Expenses                                                                    0.67%
          --------------------------------------------------------------------------------------------------------------
    =      Total Expense Rate                                                                                      2.02%
          --------------------------------------------------------------------------------------------------------------

    
 
   
Year 1 Beginning Policy Value = $1000.00
Year 1 Expense = 1000.00 X 0.0202 = $20.20
    
 
   
Year 2 Beginning Policy Value = $1029.80
Year 2 Expense = 1029.80 X 0.0202 = $20.80
    
 
   
Year 3 Beginning Policy Value = $1060.49
Year 3 Expense = 1060.49 X 0.0202 = $21.42
    
 
   
So the cumulative expenses for years 1-3 for the Growth Stock Series are equal
to $20.20 + $20.80 + 21.42 = $62.42
    
 
If the contract is surrendered, the surrender charge is the surrender charge
percentage times the purchase payment minus the 10% free withdrawal amount:
 
   

                                                            
Surrender Charge Percentage  X  (Initial Premium  -  10% Free Withdrawal)  =  Surrender Charge
           0.05              X    (  $1000.00     -     $100.00     )      =       $45.00

    
 
   
So the total expense if surrendered is $62.42 + $45.00 = $107.42
    
 
                                      C-1


                                  CERTIFICATES UNDER
                              FLEXIBLE PREMIUM DEFERRED
                   COMBINATION VARIABLE AND FIXED ANNUITY CONTRACTS
                           FORTIS MASTERS VARIABLE ANNUITY


                                      Issued by

                          FORTIS BENEFITS INSURANCE COMPANY


                         STATEMENT OF ADDITIONAL INFORMATION

                                     MAY 1, 1997

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 certificates under flexible premium deferred combination variable
and fixed annuity contracts ("Certificates"), dated May 1, 1997.  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 Certificate 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
  - Safekeeping of Variable Account Assets . . . . . . . . . . . 4
  - Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . 4
  - Principal Underwriter  . . . . . . . . . . . . . . . . . . . 4
Limitation on Allocations. . . . . . . . . . . . . . . . . . . . 4
Change of Investment Adviser or Investment Policy. . . . . . . . 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 Certificates 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."


                                          1



FORTIS BENEFITS AND THE VARIABLE ACCOUNT

Fortis Benefits Insurance Company, the issuer of the Certificates, 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 Time Insurance Company, a stock company organized
under the laws of Wisconsin, which itself is a wholly-owned subsidiary of
Fortis, Inc.  Fortis, Inc. is a corporation based in New York,  which manages
the United States operations of Fortis AMEV and Fortis AG.

Fortis AMEV 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 AMEV is the third largest insurance company in the Netherlands.


Fortis AG 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 AG is one of the largest life insurance companies in Belgium.
Fortis AMEV and Fortis AG have combined assets of approximately $175 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 Certificates 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.  Under certain remote circumstances the assets of
one Subaccount may not be insulated from liability associated with another
Subaccount.

Best's Insurance Reports has assigned Fortis Benefits a rating of A (Excellent)
for financial position and operating performance. Fortis Benefits has a rating
of AA from Standard & Poor's. As defined by Standard & Poor's, insurers rated AA
offer "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 Certificate Value , after any Market Value Adjustment, is
computed and that portion of the Certificate 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 Certificate to apply
such amount of Certificate 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 each Subaccount will remain constant, as long as an
annuity remains 
                                          2



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 "Certificate Value") for the
Valuation Period ending on that Valuation Date, with an offset for the 4%
assumed interest rate used in the annuity tables of the Certificate.

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 Certificate for each
$1,000 of Certificate 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
Certificate 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
Certificate'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 Certificate. 
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 Certificates with no such
differences in connection with certain employer-sponsored benefit plans. 
Employers should be aware that, under most such plans, Certificates 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 Certificate, 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 Subaccounts of the Variable
Account.


                                          3



EXPERTS

The financial statements of Fortis Benefits Insurance Company appearing in the
Prospectus and those of Fortis Benefits Insurance Company Variable Account D,
appearing in this Statement of Additional Information and Registration
Statement, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon also appearing in the Prospectus or this Statement
of Additional Information, respectively, and are included in reliance upon such
reports given upon the authority of such firm as experts in accounting and
auditing.

PRINCIPAL UNDERWRITER

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

LIMITATIONS ON ALLOCATIONS

Under the Certificate, 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
Certificate Value into any Subaccount if the value allocated to the Subaccount
under the Certificate (and under any other insurance or annuity contracts
directly or indirectly controlled by the same person, jointly or individually)
would immediately thereafter equal 25% or more of the related Fortis Series
Portfolio's net assets.  Fortis Benefits reserves the right to modify these
procedures at any time.

CHANGE OF INVESTMENT ADVISER OR INVESTMENT POLICY

Unless otherwise required by law or regulation, and subject to Fortis Advisers,
Inc.'s right to terminate its investment advisory arrangements with Fortis
Series, neither the investment adviser nor any investment policy may be changed
without the consent of Fortis Benefits.  No investment policy will be changed
unless a statement of change is filed with and approved by the Commerce
Commissioner of the State of Minnesota.  If required, approval of or change of
any investment objective will be filed with the Insurance Department of each
state where Certificates have been delivered.  The Participant (or, after
annuity payments start, the payee) will be notified of any material investment
policy change which has been approved.  You will be notified of an investment
policy change prior to its implementation by the Variable Account if your
comment or vote is required for such change.

TAXATION UNDER CERTAIN RETIREMENT PLANS

Federal income tax information concerning the purchase of Certificates 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 Certificates 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.


                                          4



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 591/2 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 591/2 by the employee or the employee's separation from
service, death , disability or hardship.  (Hardship distributions will be
limited to the lesser of the amount of the hardship or the amount of salary
reduction contributions, exclusive of earnings thereon.)

REQUIRED DISTRIBUTIONS.  Generally, distributions from Section 403(b) annuities
must commence not later than April 1 of the calendar year following the calendar
year in which the employee attains age 701/2, 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 Certificate 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 Certificate, as described in the
Prospectus.  Certain of these and other provisions are incorporated in a special
endorsement attached to Certificates 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 Certificates 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 591/2, 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 591/2  under a Certificate 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.


                                          5



INDIVIDUAL  RETIREMENT ANNUITIES

PURCHASE PAYMENTS.  Individuals may make contributions for individual retirement
annuity ("IRA") Contracts.  Deductible contributions for any year may be made up
to the lesser of $2,000 or 100% of compensation for individuals who (1) are not
(and whose spouses are not) active participants in another retirement plan, (2)
are unmarried and have adjusted gross income of $25,000 or less, or (3) are
married and have adjusted gross income of $40,000 or less. An individual may
also establish an IRA for his or her spouse if they file a joint return for the
taxable year and his or her spouse earns less than the individual does for that
year.  The annual purchase payments for both spouses' Contracts cannot exceed
the lesser of $4,000 or 100% of the couple's combined earned income, and no more
than $2,000 may be contributed to either spouse's IRA for any year.  Individuals
who are active participants in other retirement plans and whose adjusted gross
income (with certain special adjustment) exceed the cut-off point ($25,000 for
unmarried, $40,000 for married persons filing jointly, and $0 for married
persons filing a separate return) by less than $10,000 are entitled to make
deductible IRA contributions in proportionately reduced amounts.  For example, a
married individual who is an active participant in another retirement plan and
files a separate tax return is entitled to a partial IRA deduction if the
individual's adjusted gross income is less than $10,000 and no IRA deduction if
his or her adjusted gross income is equal to or greater than $10,000.

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

An individual may not make any contributions to his/her own IRA for the year in
which he/she reaches age 701/2 or for any year thereafter. Contributions to a
spouse's IRA may not be made for any year in which that spouse reaches age 701/2
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 591/2 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 Certificates, 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 Certificate 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.


                                          6



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

TAX-FREE ROLLOVERS.  Generally, rollovers and direct transfers may be made to
and from SEPs in the same manner as described above for IRAs, subject to the
same conditions and limitations. Rollovers to other IRAs, excluding SIMPLE IRAs
are also possible. Special rules apply if the rollover is from a SARSEP IRA.

SECTION 408(p) SIMPLE IRA PLANS

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

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


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

TAX-FREE ROLLOVERS:  Generally, rollovers and direct transfers may be made to
and from SIMPLE IRAs in the same manner as described above for IRAs, subject to
the same conditions and limitations. Rollovers or transfers to other IRAs, other
than SIMPLE 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
Certificates offered by this Prospectus.  The Certificate 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 Certificate 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 701/2,
except in cases of severe financial hardship.  Hardship distributions are
includible in the


                                          7




gross income of the individual in the year in which paid.  

REQUIRED DISTRIBUTIONS.  The distribution requirements for these qualified plans
are generally the same as described above with respect to Section 403(b)
annuities.  However, if distributions do not commence before the employee's
death, the entire interest in the Certificate 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 Certificate Value.

Deferred compensation plans represent a contractual promise on the part of the
employer to pay current compensation at some future time.  The Certificate 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 Certificate 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.

EXCESS DISTRIBUTIONS--15% TAX.

Certain persons, particularly those who participate in more than one
tax-qualified retirement plan, may be subject to an additional tax of 15% on
certain excess aggregate distributions from those plans.  In general, excess
distributions are taxable distributions for all tax qualified plans in excess of
a specified annual limit
for payments made in the form of an annuity (currently $160,000) or five times
the annual limit for lump sum distributions.

WITHHOLDING

Annuity payments and other amounts received under Certificates 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.

VARIABLE ACCOUNT FINANCIAL STATEMENTS



                            Report of Independent Auditors

Board of Directors
Fortis Benefits Insurance Company

We have audited the accompanying statement of net assets of Fortis Benefits 
Insurance Company Variable Account D (comprising, respectively, the Fortis 
Series Fund, Inc.'s Growth Stock, U.S. Government Securities, Money Market, 
Asset Allocation, Diversified Income, Global Growth, Aggressive Growth, 
Growth & Income, High Yield, Global Asset Allocation, Global Bond, 
International Stock, Value, S & P 500 and Blue Chip Stock Subaccounts, the 
Norwest Select Fund's ValuGrowth, Intermediate Bond, Small Company Stock and 
Income Equity Subaccounts, the Scudder Variable Life Investment Fund's 
International Subaccount, the Alliance Variable Product Series Fund's Money 
Market, International and Premier Growth Subaccounts, the SAFECO Resource 
Series Fund's Growth and Equity Subaccounts, the Federated Insurance Series 
Fund's High Income, Utility and American Leaders Subaccounts, the Lexington 
Funds, Inc.'s Natural Resources Trust and Emerging Markets Subaccounts, the 
MFS Variable Insurance Trust Fund's MFS Emerging Growth, MFS High Income and 
MFS World Government Subaccounts, the Montgomery Variable Series Fund's 
Emerging Markets and Growth Subaccounts, the Strong Variable Insurance Funds' 
Discovery, Government Securities, Advantage and International Subaccounts, 
the TCI Portfolios, Inc. Fund's TCI Balanced and TCI Growth Subaccounts and 
Van Eck Worldwide Ins. Trust Fund's Worldwide Bond and Gold & Natural 
Resources Subaccounts) as of December 31, 1996, and the related statements of 
changes in net assets for each of the three years then ended, except for the 
Fortis Series Fund, Inc.'s Global Asset Allocation, Global Bond, and 
International Stock Subaccounts and the Norwest Select Fund's Small Company 
Stock Subaccount which are for the years ended December 31, 1996 and 1995; 
the Fortis Series Fund, Inc.'s Value, S & P 500 and Blue Chip Stock 
Subaccounts and the Norwest Select Fund's Income Equity Subaccount which are 
for the period from May 1, 1996 to December 31, 1996; The SAFECO Resource 
Series Fund's Growth and Equity Subaccounts which are for the period from 
December 1, 1996 to December 31, 1996; and the Alliance Variable Product 
Series Fund's Money Market, International and Premier Growth Subaccounts, the 
Federated Insurance Series Fund's High Income, Utility and American Leaders 
Subaccounts, the Lexington Funds, Inc.'s Natural Resources Trust and Emerging 
Markets Subaccounts, the MFS Variable Insurance Trust Fund's MFS Emerging 
Growth, MFS High Income and MFS World Government Subaccounts, the Montgomery 
Variable Series Fund's Emerging Markets and Growth Subaccounts, the Strong 
Variable Insurance Funds' Discovery, Government Securities, Advantage and 
International Subaccounts, the TCI Portfolios, Inc. Fund's 

                                                                               1




TCI Balanced and TCI Growth Subaccounts and Van Eck Worldwide Ins. Trust 
Fund's Worldwide Bond and Gold & Natural Resources Subaccounts which are for 
the period from February 1, 1996 to December 31, 1996. These financial 
statements are the responsibility of the management of Fortis Benefits 
Insurance Company. Our responsibility is to express an opinion on these 
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1996 by correspondence with
the custodian. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Fortis Benefits Insurance
Company Variable Account D at December 31, 1996, and the changes in the net
assets for the periods described in the first paragraph, in conformity with
generally accepted accounting principles.

/s/
Ernst & Young LLP

Minneapolis, MN

April 18, 1997


                                                                              2




                          Fortis Benefits Insurance Company
                                  Variable Account D

                               Statement of Net Assets

                                  December 31, 1996

 




                                                                                                                   ATTRIBUTABLE TO 
                                                                                                                   FORTIS BENEFITS 
                                                                                                  NET ASSETS          INSURANCE 
                                                               SHARES            COST           AT MARKET VALUE        COMPANY
                                                         ---------------------------------------------------------------------------
                                                                                                       
Investments in Fortis Series Fund, Inc., 
  (NOTE 3):
     Growth Stock Series                                    15,583,268      $  341,611,800      $  507,916,391         $         -
     U.S. Government Securities Series                      14,526,572         156,757,189         153,538,606                   -
     Money Market Series                                     5,029,790          54,521,952          55,044,510                   -
     Asset Allocation Series                                21,539,395         304,056,275         366,021,085                   -
     Diversified Income Series                               8,572,475         100,804,245         100,281,675                   -
     Global Growth Series                                   13,583,403         187,528,373         258,026,237                   -
     Aggressive Growth Series                                5,544,810          70,132,053          75,519,214                   -
     Growth & Income Series                                  8,051,806         100,203,874         122,087,921                   -
     High Yield Series                                       4,051,930          40,889,644          39,813,044                   -
     Global Asset Allocation Series                          2,728,172          31,152,329          33,676,273           3,634,755
     Global Bond Series                                      1,679,027          18,243,166          18,623,272           5,608,266
     International Stock Series                              3,493,832          39,573,523          43,469,557           3,652,514
     Value Series                                            1,111,402          11,764,918          12,648,523             808,092
     S & P 500 Series                                        1,616,568          17,115,725          18,536,048           4,070,786
     Blue Chip Stock Series                                  1,258,592          13,357,117          14,688,036           4,143,071
Investments in Norwest Select Fund, 
  (NOTE 3)
     ValuGrowth Fund                                           730,869           8,675,998          10,495,280                   -
     Intermediate Bond Fund                                    547,127           6,007,333           5,865,200                   -
     Small Company Stock Fund                                  451,480           5,384,371           6,094,981           1,524,340
     Income Equity Fund                                        866,818           9,055,905           9,675,189                   -



                                                                                                    NET ASSET VALUE FOR 
                                                        ATTRIBUTABLE TO        ACCUMULATION            VARIABLE LIFE 
                                                         VARIABLE LIFE            UNITS             INSURANCE POLICIES 
                                                       INSURANCE POLICIES      OUTSTANDING            PER ACCUMULATION 
                                                                                                           UNIT
                                                      -------------------------------------------------------------------
                                                                                           

Investments in Fortis Series Fund, Inc., 
  (NOTE 3):
     Growth Stock Series                                $  507,916,391         169,472,646                $  3.00
     U.S. Government Securities Series                     153,538,606           9,635,092                  15.94
     Money Market Series                                    55,044,510          36,552,266                   1.51
     Asset Allocation Series                               366,021,085         154,525,474                   2.37
     Diversified Income Series                             100,281,675          55,653,680                   1.80
     Global Growth Series                                  258,026,237          13,993,552                  18.44
     Aggressive Growth Series                               75,519,214           5,706,895                  13.23
     Growth & Income Series                                122,087,921           7,892,683                  15.47
     High Yield Series                                      39,813,044           3,337,604                  11.93
     Global Asset Allocation Series                         30,041,518           2,330,884                  12.89
     Global Bond Series                                     13,015,006           1,088,043                  11.96
     International Stock Series                             39,817,043           3,137,348                  12.69
     Value Series                                           11,840,431           1,071,648                  11.05
     S & P 500 Series                                       14,465,262           1,279,947                  11.30
     Blue Chip Stock Series                                 10,544,965             915,358                  11.52
Investments in Norwest Select Fund, 
  (NOTE 3)
     ValuGrowth Fund                                        10,495,280             744,037                  14.11
     Intermediate Bond Fund                                  5,865,200             519,750                  11.28
     Small Company Stock Fund                                4,570,641             306,790                  14.90
     Income Equity Fund                                      9,675,189             877,957                  11.02




 

3



                          Fortis Benefits Insurance Company
                                  Variable Account D

                         Statement of Net Assets (continued)

                                  December 31, 1996

 





                                                                                                                   ATTRIBUTABLE TO 
                                                                                                                   FORTIS BENEFITS 
                                                                                                  NET ASSETS         INSURANCE 
                                                               SHARES            COST           AT MARKET VALUE       COMPANY
                                                         ---------------------------------------------------------------------------
                                                                                                       
Investments in Scudder Variable Life Investment,
  (NOTE 3):
     International Portfolio                                   258,508        $  2,962,830        $  3,425,231                $  -
Investments in Alliance Variable Product Series,
  (NOTE 3):
     Money Market Portfolio                                  5,593,809           5,593,809           5,593,809                   -
     International Portfolio                                    20,015             292,978             298,024                   -
     Premier Growth Portfolio                                   14,757             225,188             231,690                   -
Investments in SAFECO Resource Series,
  (NOTE 3):
     Growth Portfolio                                            9,852             200,319             189,755                   -
     Equity Portfolio                                            9,038             216,232             196,581                   -
Investments in Federated Insurance Series,
  (NOTE 3):
     High Income Fund                                           89,298             895,837             914,407                   -
     Utility Fund                                               16,766             194,954             198,012                   -
     American Leaders Fund                                      32,437             482,939             494,990                   -
Investments in Lexington Funds, Inc.,
  (NOTE 3):
     Natural Resources Trust                                    54,496             771,851             778,755                   -
     Emerging Markets Fund                                       6,520              64,919              65,720                   -
Investments in MFS Variable Insurance Trust,
  (NOTE 3):
     MFS Emerging Growth Series                                153,869           2,066,856           2,037,226                   -
     MFS High Income Series                                     36,337             394,868             394,984                   -
     MFS World Government Series                                 4,019              42,240              42,523                   -




                                                                                                    NET ASSET VALUE FOR 
                                                        ATTRIBUTABLE TO        ACCUMULATION            VARIABLE LIFE 
                                                         VARIABLE LIFE            UNITS             INSURANCE POLICIES 
                                                       INSURANCE POLICIES      OUTSTANDING            PER ACCUMULATION 
                                                                                                           UNIT
                                                      -------------------------------------------------------------------
                                                                                           
Investments in Scudder Variable Life Investment,
  (NOTE 3):
     International Portfolio                              $  3,425,231             260,708                 $13.14
Investments in Alliance Variable Product Series,
  (NOTE 3):
     Money Market Portfolio                                  5,593,809             539,196                  10.37
     International Portfolio                                   298,024              28,337                  10.52
     Premier Growth Portfolio                                  231,690              19,611                  11.81
Investments in SAFECO Resource Series,
  (NOTE 3):
     Growth Portfolio                                          189,755              18,249                  10.40
     Equity Portfolio                                          196,581              20,103                   9.78
Investments in Federated Insurance Series,
  (NOTE 3):
     High Income Fund                                          914,407              83,778                  10.91
     Utility Fund                                              198,012              18,507                  10.70
     American Leaders Fund                                     494,990              43,455                  11.39
Investments in Lexington Funds, Inc.,
  (NOTE 3):
     Natural Resources Trust                                   778,755              64,788                  12.02
     Emerging Markets Fund                                      65,720               6,919                   9.50
Investments in MFS Variable Insurance Trust,
  (NOTE 3):
     MFS Emerging Growth Series                              2,037,226             180,147                  11.31
     MFS High Income Series                                    394,984              36,197                  10.91
     MFS World Government Series                                42,523               4,084                  10.41



 

4




                          Fortis Benefits Insurance Company
                                  Variable Account D

                         Statement of Net Assets (continued)

                                  December 31, 1996


 





                                                                                                                   ATTRIBUTABLE TO 
                                                                                                                   FORTIS BENEFITS 
                                                                                                   NET ASSETS         INSURANCE 
                                                               SHARES            COST           AT MARKET VALUE        COMPANY
                                                         ---------------------------------------------------------------------------
                                                                                                       
Investments in Montgomery Variable Series,
  (NOTE 3):
     Emerging Markets Fund                                      17,894          $  189,135          $  190,569                $  -
     Growth Fund                                                72,534             913,392             894,347                   -
Investments in Strong Variable Insurance Funds,
  (NOTE 3):
     Discovery Fund II                                           8,480              89,400              91,586                   -
     Government Securities Fund II                               7,211              69,577              69,301                   -
     Advantage Fund II                                          30,027             302,525             301,173                   -
     International Fund II                                      31,910             355,770             358,346                   -
Investments in TCI Portfolios, Inc.,
  (NOTE 3):
     TCI Balanced Fund                                          14,998             112,124             113,083                   -
     TCI Growth Fund                                             6,828              70,806              69,920                   -
Investments in Van Eck Worldwide Insurance Trust, 
  (NOTE 3):
     Worldwide Bond Fund                                         3,306              36,302              36,700                   -
     Gold & Natural Resources Fund                              28,206             453,574             471,605                   -
                                                                           ---------------------------------------------------------
Total                                                                       $1,533,834,215      $1,869,479,379         $23,441,824
                                                                           ---------------------------------------------------------
                                                                           ---------------------------------------------------------




                                                                                                    NET ASSET VALUE FOR 
                                                        ATTRIBUTABLE TO        ACCUMULATION            VARIABLE LIFE 
                                                         VARIABLE LIFE            UNITS             INSURANCE POLICIES 
                                                       INSURANCE POLICIES      OUTSTANDING            PER ACCUMULATION 
                                                                                                           UNIT
                                                      -------------------------------------------------------------------
                                                                                           
Investments in Montgomery Variable Series,
  (NOTE 3):
     Emerging Markets Fund                                  $  190,569              17,917                 $10.64
     Growth Fund                                               894,347              70,482                  12.69
Investments in Strong Variable Insurance Funds,
  (NOTE 3):
     Discovery Fund II                                          91,586               9,105                  10.06
     Government Securities Fund II                              69,301               6,998                   9.90
     Advantage Fund II                                         301,173              29,586                  10.18
     International Fund II                                     358,346              34,083                  10.51
Investments in TCI Portfolios, Inc.,
  (NOTE 3):
     TCI Balanced Fund                                         113,083              10,307                  10.97
     TCI Growth Fund                                            69,920               7,475                   9.35
Investments in Van Eck Worldwide Insurance Trust, 
  (NOTE 3):
     Worldwide Bond Fund                                        36,700               3,565                  10.29
     Gold & Natural Resources Fund                             471,605              47,229                   9.99
                                                       ------------------------------------
Total                                                   $1,846,037,555         470,602,480
                                                       ------------------------------------
                                                       ------------------------------------



SEE ACCOMPANYING NOTES.


5




                          Fortis Benefits Insurance Company
                                  Variable Account D

                          Statement of Changes in Net Assets

                             Year ended December 31, 1996

 





                                                                             FORTIS U.S. 
                                                                FORTIS        GOVERNMENT        FORTIS           FORTIS     
                                                             GROWTH STOCK     SECURITIES    MONEY MARKET    ASSET ALLOCATION
                                                                SERIES          SERIES          SERIES           SERIES     
                                                              ---------------------------------------------------------------
                                                                                                 
OPERATIONS
Dividend income                                               $  1,755,003  $  11,268,567   $  1,961,696       $  18,389,804
Mortality and expense and policy advance charges
 (NOTE 4)                                                       (6,383,239)    (2,182,582)      (304,880)         (4,666,220)
Net realized gain (loss) on investments                          6,173,815       (229,036)       875,419           4,730,794
Net unrealized appreciation (depreciation) of 
 investments during the period                                  62,258,164     (8,049,967)      (396,193)         17,669,052
                                                              ---------------------------------------------------------------
Net increase (decrease) in net assets resulting from 
 operations                                                     63,803,743        806,982      2,136,042          36,123,430

CAPITAL TRANSACTIONS
Purchase of Variable Account units                              40,354,935      9,792,095     53,529,569          35,139,069
Redemption of Variable Account units                           (19,671,112)   (32,995,603)   (38,173,512)        (27,343,627)
Mortality and expense charge redeemed                            6,383,239      2,182,582        304,880           4,666,220
Funding of subaccount by Fortis Benefits Insurance 
 Company                                                                 -              -              -                   -
Redemption of Fortis Benefits Insurance Company 
 investment in subaccount                                                -              -              -                   -
Dividend income distribution to Fortis Benefits 
 Insurance Company                                                       -              -              -                   -
                                                              ---------------------------------------------------------------
Increase (decrease) from capital transactions                   27,067,062    (21,020,926)    15,660,937          12,461,662

Net assets at beginning of period                              417,045,586    173,752,550     37,247,531         317,435,993
                                                              ---------------------------------------------------------------
Net assets at end of period                                   $507,916,391   $153,538,606    $55,044,510        $366,021,085
                                                              ---------------------------------------------------------------
                                                              ---------------------------------------------------------------



                                                                 FORTIS        FORTIS         FORTIS               FORTIS   
                                                              DIVERSIFIED  GLOBAL GROWTH    AGGRESSIVE            GROWTH &  
                                                             INCOME SERIES     SERIES      GROWTH SERIES       INCOME SERIES
                                                              ---------------------------------------------------------------
                                                                                                    

OPERATIONS
Dividend income                                               $  7,814,749     $  349,640     $  130,127        $  3,357,159
Mortality and expense and policy advance charges 
 (NOTE 4)                                                       (1,375,570)    (2,982,707)      (818,660)         (1,187,861)
Net realized gain (loss) on investments                             94,162      1,304,350      1,462,499             214,625
Net unrealized appreciation (depreciation) of 
 investments during the period                                  (3,883,159)    34,010,868        311,941          14,270,467
                                                              ---------------------------------------------------------------
Net increase (decrease) in net assets resulting from 
 operations                                                      2,650,182     32,682,151      1,085,907          16,654,390

CAPITAL TRANSACTIONS
Purchase of Variable Account units                               4,487,798     56,339,715     45,154,232          51,705,892
Redemption of Variable Account units                           (12,133,337)    (4,633,717)    (9,407,569)         (1,795,563)
Mortality and expense charge redeemed                            1,375,570      2,982,707        818,660           1,187,861
Funding of subaccount by Fortis Benefits Insurance 
 Company                                                                 -              -              -                   -
Redemption of Fortis Benefits Insurance Company 
 investment in subaccount                                                -              -              -                   -
Dividend income distribution to Fortis Benefits 
 Insurance Company                                                       -              -              -                   -
                                                              ---------------------------------------------------------------
Increase (decrease) from capital transactions                   (6,269,969)    54,688,705     36,565,323          51,098,190

Net assets at beginning of period                              103,901,462    170,655,381     37,867,984          54,335,341
                                                              ---------------------------------------------------------------
Net assets at end of period                                   $100,281,675   $258,026,237    $75,519,214        $122,087,921
                                                              ---------------------------------------------------------------
                                                              ---------------------------------------------------------------



6





                          Fortis Benefits Insurance Company
                                  Variable Account D

                    Statement of Changes in Net Assets (continued)

                             Year ended December 31, 1996

 




                                                                                FORTIS   
                                                                 FORTIS     GLOBAL ASSET        FORTIS        FORTIS   
                                                               HIGH YIELD     ALLOCATION     GLOBAL BOND  INTERNATIONAL
                                                                 SERIES         SERIES          SERIES     STOCK SERIES
                                                               ----------------------------------------------------------
                                                                                              
OPERATIONS
Dividend income                                               $  3,381,726   $  1,354,041     $  900,099   $  1,318,016
Mortality and expense and policy advance charges 
 (NOTE 4)                                                         (431,670)      (300,249)      (142,264)      (377,251)
Net realized gain (loss) on investments                             60,612         62,447         11,779        153,762
Net unrealized appreciation (depreciation) of 
 investments during the period                                    (261,534)     2,171,960        394,408      3,249,452
                                                               ----------------------------------------------------------
Net increase (decrease) in net assets resulting from 
 operations                                                      2,749,134      3,288,199      1,164,022      4,343,979

CAPITAL TRANSACTIONS
Purchase of Variable Account units                              14,950,454     15,032,759      8,709,675     24,843,475
Redemption of Variable Account units                            (3,738,286)      (743,168)    (2,924,096)    (2,013,891)
Mortality and expense charge redeemed                              431,670        300,249        142,264        377,251
Funding of subaccount by Fortis Benefits Insurance
 Company                                                                 -      2,944,303      5,030,752      2,926,075
Redemption of Fortis Benefits Insurance Company
 investment in subaccount                                                -              -              -              -
Dividend income distribution to Fortis Benefits
 Insurance Company                                                       -       (142,728)      (218,365)      (101,798)
                                                               ----------------------------------------------------------
Increase (decrease) from capital transactions                   11,643,838     17,391,415     10,740,230     26,031,112

Net assets at beginning of period                               25,420,072     12,996,659      6,719,020     13,094,466
                                                               ----------------------------------------------------------
Net assets at end of period                                    $39,813,044    $33,676,273    $18,623,272    $43,469,557
                                                               ----------------------------------------------------------
                                                               ----------------------------------------------------------




                                                                                FORTIS         FORTIS    NORWEST SELECT
                                                                 FORTIS        S & P 500     BLUE CHIP     VALUGROWTH  
                                                             VALUE SERIES*      SERIES*    STOCK SERIES*      FUND     
                                                              ----------------------------------------------------------
                                                                                              
OPERATIONS
Dividend income                                                  $  67,900     $  102,931      $  50,146      $  82,203
Mortality and expense and policy advance charges
 (NOTE 4)                                                          (50,034)       (58,475)       (42,346)      (106,853)
Net realized gain (loss) on investments                              4,138         79,382        101,880         55,679
Net unrealized appreciation (depreciation) of 
 investments during the period                                     883,605      1,420,323      1,330,919      1,308,423
                                                              ----------------------------------------------------------
Net increase (decrease) in net assets resulting from
 operations                                                        905,609      1,544,161      1,440,599      1,339,452

CAPITAL TRANSACTIONS
Purchase of Variable Account units                              11,049,449     14,397,817     12,543,584      4,632,105
Redemption of Variable Account units                               (62,025)      (990,762)    (2,873,938)      (340,655)
Mortality and expense charge redeemed                               50,034         58,475         42,346        106,853
Funding of subaccount by Fortis Benefits Insurance
 Company                                                           710,000      3,550,000      3,550,000              -
Redemption of Fortis Benefits Insurance Company
 investment in subaccount                                                -              -              -              -
Dividend income distribution to Fortis Benefits
 Insurance Company                                                  (4,544)       (23,643)       (14,555)             -
                                                              ----------------------------------------------------------
Increase (decrease) from capital transactions                   11,742,914     16,991,887     13,247,437      4,398,303

Net assets at beginning of period                                        -              -              -      4,757,525
                                                              ----------------------------------------------------------
Net assets at end of period                                    $12,648,523    $18,536,048    $14,688,036    $10,495,280
                                                              ----------------------------------------------------------
                                                              ----------------------------------------------------------



7




                          Fortis Benefits Insurance Company
                                  Variable Account D

                    Statement of Changes in Net Assets (continued)

                             Year ended December 31, 1996

 




                                                             NORWEST SELECT      NORWEST SELECT    NORWEST SELECT       SCUDDER
                                                              INTERMEDIATE       SMALL COMPANY     INCOME EQUITY     INTERNATIONAL
                                                                BOND FUND          STOCK FUND           FUND*          PORTFOLIO
                                                           -----------------------------------------------------------------------
                                                                                                         
OPERATIONS
Dividend income                                                 $  266,665        $  512,352         $  73,375         $  47,233
Mortality and expense and policy advance charges
 (NOTE 4)                                                          (59,335)          (36,673)          (42,286)          (37,291)
Net realized gain (loss) on investments                              2,306             8,076             3,546             7,053
Net unrealized appreciation (depreciation) of
 investments during the period                                    (240,519)          722,953           619,284           312,160
                                                            -----------------------------------------------------------------------
Net increase (decrease) in net assets resulting from
 operations                                                        (30,883)        1,206,708           653,919           329,155

CAPITAL TRANSACTIONS
Purchase of Variable Account units                               3,468,748         3,069,610         9,076,709         1,328,103
Redemption of Variable Account units                              (700,061)         (128,442)          (97,725)          (80,771)
Mortality and expense charge redeemed                               59,335            36,673            42,286            37,291
Funding of subaccount by Fortis Benefits Insurance
 Company                                                                 -         1,038,350                 -                 -
Redemption of Fortis Benefits Insurance Company
 investment in subaccount                                                -                 -                 -                 -
Dividend income distribution to Fortis Benefits
 Insurance Company                                                       -                 -                 -                 -
                                                            -----------------------------------------------------------------------
Increase (decrease) from capital transactions                    2,828,022         4,016,191         9,021,270         1,284,623

Net assets at beginning of period                                3,068,061           872,082                 -         1,811,453
                                                            -----------------------------------------------------------------------
Net assets at end of period                                     $5,865,200        $6,094,981        $9,675,189        $3,425,231
                                                            -----------------------------------------------------------------------
                                                            -----------------------------------------------------------------------



                                                                ALLIANCE          ALLIANCE          ALLIANCE  
                                                              MONEY MARKET     INTERNATIONAL    PREMIER GROWTH
                                                               PORTFOLIO**       PORTFOLIO**       PORTFOLIO**
                                                              --------------------------------------------------
                                                                                                  
OPERATIONS
Dividend income                                                 $  102,380          $  1,304         $  24,242
Mortality and expense and policy advance charges
 (NOTE 4)                                                          (10,300)             (544)             (671)
Net realized gain (loss) on investments                                  -             1,004            28,494
Net unrealized appreciation (depreciation) of
 investments during the period                                           -             5,046             6,502
                                                              --------------------------------------------------
Net increase (decrease) in net assets resulting from
 operations                                                         92,080             6,810            58,567

CAPITAL TRANSACTIONS
Purchase of Variable Account units                              29,009,905         3,914,735         1,256,492
Redemption of Variable Account units                           (23,518,476)       (3,624,065)       (1,084,040)
Mortality and expense charge redeemed                               10,300               544               671
Funding of subaccount by Fortis Benefits Insurance
 Company                                                                 -                 -                 -
Redemption of Fortis Benefits Insurance Company
 investment in subaccount                                                -                 -                 -
Dividend income distribution to Fortis Benefits
 Insurance Company                                                       -                 -                 -
                                                              --------------------------------------------------
Increase (decrease) from capital transactions                    5,501,729           291,214           173,123

Net assets at beginning of period                                        -                 -                 -
Net assets at end of period                                   $  5,593,809        $  298,024        $  231,690
                                                              --------------------------------------------------
                                                              --------------------------------------------------




 

8



                          Fortis Benefits Insurance Company
                                  Variable Account D

                    Statement of Changes in Net Assets (continued)

                             Year ended December 31, 1996

 




                                                                 SAFECO         SAFECO         FEDERATED      FEDERATED
                                                                 GROWTH         EQUITY       HIGH INCOME       UTILITY 
                                                              PORTFOLIO***   PORTFOLIO***         FUND**        FUND** 
                                                              -----------------------------------------------------------
                                                                                                        
OPERATIONS
Dividend income                                                  $  14,945      $  17,950      $  20,894       $  2,018
Mortality and expense and policy advance charges
 (NOTE 4)                                                              (48)           (26)        (1,205)          (203)
Net realized gain (loss) on investments                             (6,108)             -          6,428         11,122
Net unrealized appreciation (depreciation) of
 investments during the period                                     (10,564)       (19,651)        18,570          3,058
                                                              -----------------------------------------------------------
Net increase (decrease) in net assets resulting from
 operations                                                         (1,775)        (1,727)        44,687         15,995

CAPITAL TRANSACTIONS
Purchase of Variable Account units                                 441,504        198,282      1,538,226      1,026,928
Redemption of Variable Account units                              (250,022)             -       (669,711)      (845,114)
Mortality and expense charge redeemed                                   48             26          1,205            203
Funding of subaccount by Fortis Benefits Insurance
 Company                                                                 -              -              -              -
Redemption of Fortis Benefits Insurance Company
 investment in subaccount                                                -              -              -              -
Dividend income distribution to Fortis Benefits
 Insurance Company                                                       -              -              -              -
                                                              -----------------------------------------------------------
Increase (decrease) from capital transactions                      191,530        198,308        869,720        182,017

Net assets at beginning of period                                        -              -              -              -
                                                              -----------------------------------------------------------
Net assets at end of period                                       $189,755       $196,581     $  914,407     $  198,012
                                                              -----------------------------------------------------------
                                                              -----------------------------------------------------------



                                                                               LEXINGTON       LEXINGTON 
                                                               FEDERATED        NATURAL         EMERGING
                                                               AMERICAN        RESOURCES        MARKETS 
                                                            LEADERS FUND**   TRUST FUND**        FUND** 
                                                            ----------------------------------------------
                                                                                            
OPERATIONS
Dividend income                                                $     3,741    $     1,130      $       -
Mortality and expense and policy advance charges
 (NOTE 4)                                                             (869)          (909)          (253)
Net realized gain (loss) on investments                             22,746         33,868           (583)
Net unrealized appreciation (depreciation) of
 investments during the period                                      12,051          6,904            801
                                                            ----------------------------------------------
Net increase (decrease) in net assets resulting from
 operations                                                         37,669         40,993            (35)

CAPITAL TRANSACTIONS
Purchase of Variable Account units                               1,372,344      2,056,140      1,131,006
Redemption of Variable Account units                              (915,892)    (1,319,287)    (1,065,504)
Mortality and expense charge redeemed                                  869            909            253
Funding of subaccount by Fortis Benefits Insurance
 Company                                                                 -              -              -
Redemption of Fortis Benefits Insurance Company
 investment in subaccount                                                -              -              -
Dividend income distribution to Fortis Benefits
 Insurance Company                                                       -              -              -
                                                            ----------------------------------------------
Increase (decrease) from capital transactions                      457,321        737,762         65,755

Net assets at beginning of period                                        -              -              -
                                                            ----------------------------------------------
Net assets at end of period                                     $  494,990     $  778,755      $  65,720
                                                            ----------------------------------------------
                                                            ----------------------------------------------



 

9



                          Fortis Benefits Insurance Company
                                  Variable Account D

                    Statement of Changes in Net Assets (continued)

                             Year ended December 31, 1996

 




                                                                                                             MONTGOMERY
                                                              MFS EMERGING      MFS HIGH       MFS WORLD      EMERGING 
                                                                 GROWTH          INCOME       GOVERNMENT       MARKETS 
                                                                 SERIES**        SERIES**       SERIES**        FUND** 
                                                              -----------------------------------------------------------
                                                                                                        
OPERATIONS
Dividend income                                                 $    8,097      $  21,440        $     -       $    391
Mortality and expense and policy advance charges
 (NOTE 4)                                                           (3,876)        (1,019)          (116)          (375)
Net realized gain (loss) on investments                            148,625         12,701          2,897           (499)
Net unrealized appreciation (depreciation) of
 investments during the period                                     (29,630)           116            283          1,434
                                                              -----------------------------------------------------------
Net increase (decrease) in net assets resulting from
 operations                                                        123,216         33,238          3,064            951

CAPITAL TRANSACTIONS
Purchase of Variable Account units                              21,176,704        672,340        262,500        801,303
Redemption of Variable Account units                           (19,266,570)      (311,613)      (223,157)      (612,060)
Mortality and expense charge redeemed                                3,876          1,019            116            375
Funding of subaccount by Fortis Benefits Insurance
 Company                                                                 -              -              -              -
Redemption of Fortis Benefits Insurance Company
 investment in subaccount                                                -              -              -              -
Dividend income distribution to Fortis Benefits
 Insurance Company                                                       -              -              -              -
                                                              -----------------------------------------------------------
Increase (decrease) from capital transactions                    1,914,010        361,746         39,459        189,618

Net assets at beginning of period                                        -              -              -              -
                                                              -----------------------------------------------------------
Net assets at end of period                                     $2,037,226       $394,984      $  42,523       $190,569
                                                              -----------------------------------------------------------
                                                              -----------------------------------------------------------



                                                                                                STRONG  
                                                                MONTGOMERY       STRONG       GOVERNMENT
                                                                  GROWTH       DISCOVERY      SECURITIES
                                                                   FUND**       FUND II**      FUND II**
                                                               --------------------------------------------
                                                                                            
OPERATIONS
Dividend income                                                $    41,303       $  6,715       $  1,630
Mortality and expense and policy advance charges
 (NOTE 4)                                                           (1,779)          (544)          (671)
Net realized gain (loss) on investments                             42,751         (5,280)         2,051
Net unrealized appreciation (depreciation) of
 investments during the period                                     (19,045)         2,186           (276)
                                                               --------------------------------------------
Net increase (decrease) in net assets resulting from
 operations                                                         63,230          3,077          2,734

CAPITAL TRANSACTIONS
Purchase of Variable Account units                               2,961,408        321,349        743,861
Redemption of Variable Account units                            (2,132,070)      (233,384)      (677,965)
Mortality and expense charge redeemed                                1,779            544            671
Funding of subaccount by Fortis Benefits Insurance
 Company                                                                 -              -              -
Redemption of Fortis Benefits Insurance Company
 investment in subaccount                                                -              -              -
Dividend income distribution to Fortis Benefits
 Insurance Company                                                       -              -              -
                                                               --------------------------------------------
Increase (decrease) from capital transactions                      831,117         88,509         66,567

Net assets at beginning of period                                        -              -              -
                                                               --------------------------------------------
Net assets at end of period                                     $  894,347      $  91,586      $  69,301
                                                               --------------------------------------------
                                                               --------------------------------------------



 

10



                          Fortis Benefits Insurance Company
                                  Variable Account D

                    Statement of Changes in Net Assets (continued)

                             Year ended December 31, 1996

 




                                                                  STRONG          STRONG                TCI               TCI   
                                                                 ADVANTAGE     INTERNATIONAL          BALANCED           GROWTH 
                                                                 FUND II**        FUND II**             FUND**            FUND**
                                                                 -----------------------------------------------------------------
                                                                                                                 
OPERATIONS
Dividend income                                                   $  5,379          $  1,058            $  140            $  113
Mortality and expense and policy advance charges
 (NOTE 4)                                                              (48)              (26)           (1,205)             (203)
Net realized gain (loss) on investments                              1,416            15,704             2,990            (5,589)
Net unrealized appreciation (depreciation) of
 investments during the period                                      (1,352)            2,576               959              (886)
                                                                 -----------------------------------------------------------------
Net increase (decrease) in net assets resulting from
 operations                                                          5,395            19,312             2,884            (6,565)

CAPITAL TRANSACTIONS
Purchase of Variable Account units                               1,277,539         4,776,591           651,649         1,563,734
Redemption of Variable Account units                              (981,809)       (4,437,583)         (542,655)       (1,487,452)
Mortality and expense charge redeemed                                   48                26             1,205               203
Funding of subaccount by Fortis Benefits Insurance
 Company                                                                 -                 -                 -                 -
Redemption of Fortis Benefits Insurance Company
 investment in subaccount                                                -                 -                 -                 -
Dividend income distribution to Fortis Benefits
 Insurance Company                                                       -                 -                 -                 -
                                                                 -----------------------------------------------------------------
Increase (decrease) from capital transactions                      295,778           339,034           110,199            76,485

Net assets at beginning of period                                        -                 -                 -                 -
                                                                 -----------------------------------------------------------------
Net assets at end of period                                     $  301,173        $  358,346          $113,083         $  69,920
                                                                 -----------------------------------------------------------------
                                                                 -----------------------------------------------------------------




                                                                 VAN ECK        VAN ECK             COMBINED  
                                                                WORLDWIDE    GOLD & NATURAL         VARIABLE  
                                                               BOND FUND**  RESOURCES FUND**        ACCOUNT   
                                                               -------------------------------------------------
                                                                                                  
OPERATIONS
Dividend income                                                     $  468          $  3,629     $  53,462,399
Mortality and expense and policy advance charges
 (NOTE 4)                                                             (869)           (1,505)      (21,613,710)
Net realized gain (loss) on investments                               (109)           (3,564)       15,488,353
Net unrealized appreciation (depreciation) of
 investments during the period                                         398            18,031       128,100,118
                                                               -------------------------------------------------
Net increase (decrease) in net assets resulting from
 operations                                                           (112)           16,591       175,437,160

CAPITAL TRANSACTIONS
Purchase of Variable Account units                                  63,735         2,385,593       499,209,661
Redemption of Variable Account units                               (27,792)       (1,932,084)     (227,006,165)
Mortality and expense charge redeemed                                  869             1,505        21,613,710
Funding of subaccount by Fortis Benefits Insurance
 Company                                                                 -                 -        19,749,480
Redemption of Fortis Benefits Insurance Company
 investment in subaccount                                                -                 -                 -
Dividend income distribution to Fortis Benefits
 Insurance Company                                                       -                 -          (505,633)
                                                               -------------------------------------------------
Increase (decrease) from capital transactions                       36,812           455,014       313,061,053

Net assets at beginning of period                                        -                 -     1,380,981,166
                                                               -------------------------------------------------
Net assets at end of period                                        $36,700        $  471,605    $1,869,479,379
                                                               -------------------------------------------------
                                                               -------------------------------------------------



 

  * For the period from May 1, 1996 to December 31, 1996.
 ** For the period from February 1, 1996 to December 31, 1996.
*** For the period from December 1, 1996 to December 31, 1996.

SEE ACCOMPANYING NOTES.


11



                          Fortis Benefits Insurance Company
                                  Variable Account D

                          Statement of Changes in Net Assets


                             Year ended December 31, 1995

 




                                                                              FORTIS U.S.                      FORTIS  
                                                                  FORTIS       GOVERNMENT       FORTIS         ASSET   
                                                              GROWTH STOCK     SECURITIES   MONEY MARKET     ALLOCATION
                                                                  SERIES         SERIES         SERIES         SERIES  
                                                              -----------------------------------------------------------
                                                                                                        
OPERATIONS
Dividend income                                               $  1,840,330    $     8,296   $  1,390,716  $  12,053,233
Mortality and expense and policy advance charges
 (NOTE 4)                                                       (4,926,616)    (2,226,178)      (485,370)    (3,776,116)
Net realized gain (loss) on investments                          2,244,343     (2,199,244)       624,600        657,519
Net unrealized appreciation (depreciation) of
 investments during the period                                  81,868,441     30,648,947         29,966     41,467,924
                                                              -----------------------------------------------------------
Net increase (decrease) in net assets resulting
 from operations                                                81,026,498     26,231,821      1,559,912     50,402,560

CAPITAL TRANSACTIONS
Purchase of Variable Account units                              38,293,107      8,352,984     32,372,114     26,712,802
Redemption of Variable Account units                           (13,094,690)   (28,554,947)   (37,771,314)    (7,551,884)
Mortality and expense charge redeemed                            4,926,616      2,226,178        485,370      3,776,116
Funding of subaccount by Fortis Benefits
 Insurance Company                                                       -              -              -              -
Redemption of Fortis Benefits Insurance Company
 investment in subaccount                                                -              -              -              -
Dividend income distribution to Fortis Benefits
 Insurance Company                                                       -              -              -              -
                                                              -----------------------------------------------------------
Increase (decrease) from capital transactions                   30,125,033    (17,975,785)    (4,913,830)    22,937,034

Net assets at beginning of period                              305,894,055    165,496,514     40,601,449    244,096,399
                                                              -----------------------------------------------------------
Net assets at end of period                                   $417,045,586   $173,752,550    $37,247,531   $317,435,993
                                                              -----------------------------------------------------------
                                                              -----------------------------------------------------------




                                                                 FORTIS         FORTIS         FORTIS        FORTIS    
                                                              DIVERSIFIED   GLOBAL GROWTH    AGGRESSIVE      GROWTH &  
                                                             INCOME SERIES      SERIES     GROWTH SERIES  INCOME SERIES
                                                             -------------------------------------------------------------
                                                                                                        
OPERATIONS
Dividend income                                                $     4,826    $   889,918     $  131,332     $  909,272
Mortality and expense and policy advance charges
 (NOTE 4)                                                       (1,319,921)    (1,926,551)      (304,716)      (437,914)
Net realized gain (loss) on investments                           (722,251)       489,178        534,513         35,576
Net unrealized appreciation (depreciation) of
 investments during the period                                  16,334,785     35,553,129      4,721,034      7,722,201
                                                             -------------------------------------------------------------
Net increase (decrease) in net assets resulting
 from operations                                                14,297,439     35,005,674      5,082,163      8,229,135

CAPITAL TRANSACTIONS
Purchase of Variable Account units                               5,015,452     18,528,694     24,973,529     31,466,100
Redemption of Variable Account units                           (11,835,588)    (8,118,814)    (3,729,001)      (816,805)
Mortality and expense charge redeemed                            1,319,921      1,926,551        304,716        437,914
Funding of subaccount by Fortis Benefits
 Insurance Company                                                       -              -              -              -
Redemption of Fortis Benefits Insurance
 Company investment in subaccount                                        -              -              -              -
Dividend income distribution to Fortis Benefits
 Insurance Company                                                       -              -              -              -
                                                             -------------------------------------------------------------
Increase (decrease) from capital transactions                   (5,500,215)    12,336,431     21,549,244     31,087,209

Net assets at beginning of period                               95,104,238    123,313,276     11,236,577     15,018,997
                                                             -------------------------------------------------------------
Net assets at end of period                                   $103,901,462   $170,655,381    $37,867,984    $54,335,341
                                                             -------------------------------------------------------------
                                                             -------------------------------------------------------------



 


12



                          Fortis Benefits Insurance Company
                                  Variable Account D

                    Statement of Changes in Net Assets (continued)

                             Year ended December 31, 1995

 





                                                                           FORTIS                                       NORWEST  
                                                             FORTIS     GLOBAL ASSET       FORTIS        FORTIS          SELECT  
                                                           HIGH YIELD    ALLOCATION     GLOBAL BOND  INTERNATIONAL     VALUGROWTH
                                                             SERIES        SERIES          SERIES     STOCK SERIES        FUND   
                                                         --------------------------------------------------------------------------
                                                                                                               
OPERATIONS
Dividend income                                          $  2,182,916     $  345,923     $  336,887     $  180,007      $  50,547
Mortality and expense and policy advance charges
 (NOTE 4)                                                    (251,064)       (77,959)       (49,301)       (74,571)       (39,979)
Net realized gain (loss) on investments                        47,908        (27,354)        52,221          1,557         12,413
Net unrealized appreciation (depreciation) of
 investments during the period                               (221,078)       351,983        (14,301)       646,603        510,859
                                                         --------------------------------------------------------------------------
Net increase (decrease) in net assets resulting
 from operations                                            1,758,682        592,593        325,506        753,596        533,840

CAPITAL TRANSACTIONS
Purchase of Variable Account units                         14,183,765     12,556,722      8,567,265     12,412,684      3,059,819
Redemption of Variable Account units                       (2,740,528)      (230,615)    (2,223,052)      (146,385)      (225,312)
Mortality and expense charge redeemed                         251,064         77,959         49,301         74,571         39,979
Funding of subaccount by Fortis Benefits
 Insurance Company                                                  -              -              -              -              -
Redemption of Fortis Benefits Insurance Company
 investment in subaccount                                           -              -              -              -              -
Dividend income distribution to Fortis Benefits
 Insurance Company                                                  -              -              -              -              -
                                                         --------------------------------------------------------------------------
Increase (decrease) from capital transactions              11,694,301     12,404,066      6,393,514     12,340,870      2,874,486

Net assets at beginning of period                          11,967,089              -              -              -      1,349,199
                                                         --------------------------------------------------------------------------
Net assets at end of period                               $25,420,072    $12,996,659     $6,719,020    $13,094,466     $4,757,525
                                                         --------------------------------------------------------------------------
                                                         --------------------------------------------------------------------------




                                                            NORWEST        NORWEST  
                                                            SELECT      SELECT SMALL     SCUDDER        COMBINED  
                                                         INTERMEDIATE      COMPANY    INTERNATIONAL     VARIABLE  
                                                           BOND FUND      STOCK FUND    PORTFOLIO        ACCOUNT  
                                                         -----------------------------------------------------------
                                                                                                   
OPERATIONS
Dividend income                                            $  172,247      $  28,697       $  5,274  $  20,530,421
Mortality and expense and policy advance charges
 (NOTE 4)                                                     (27,041)        (2,828)       (19,707)   (15,945,832)
Net realized gain (loss) on investments                        24,440           (329)        (4,479)     1,770,611
Net unrealized appreciation (depreciation) of
 investments during the period                                 98,386        (12,343)       150,241    219,856,777
                                                         -----------------------------------------------------------
Net increase (decrease) in net assets resulting
 from operations                                              268,032         13,197        131,329    226,211,977

CAPITAL TRANSACTIONS
Purchase of Variable Account units                          2,608,516        859,696      1,113,419    241,076,668
Redemption of Variable Account units                         (521,303)        (3,639)      (431,126)  (117,995,003)
Mortality and expense charge redeemed                          27,041          2,828         19,707     15,945,832
Funding of subaccount by Fortis Benefits
 Insurance Company                                                  -              -              -              -
Redemption of Fortis Benefits Insurance
 Company investment in subaccount                                   -              -              -              -
Dividend income distribution to Fortis Benefits
 Insurance Company                                                  -              -              -              -
                                                         -----------------------------------------------------------
Increase (decrease) from capital transactions               2,114,254        858,885        702,000    139,027,497

Net assets at beginning of period                             685,775              -        978,124  1,015,741,692
                                                         -----------------------------------------------------------
Net assets at end of period                                $3,068,061       $872,082     $1,811,453 $1,380,981,166
                                                         -----------------------------------------------------------
                                                         -----------------------------------------------------------




 

SEE ACCOMPANYING NOTES.


13



                          Fortis Benefits Insurance Company
                                  Variable Account D

                         Statement of Changes in Net Assets 

                             Year ended December 31, 1994

 




                                                                                 FORTIS U.S.
                                                                  FORTIS          GOVERNMENT          FORTIS        FORTIS ASSET
                                                              GROWTH STOCK        SECURITIES      MONEY MARKET       ALLOCATION 
                                                                  SERIES            SERIES            SERIES           SERIES   
                                                              --------------------------------------------------------------------
                                                                                                                 
OPERATIONS
Dividend income                                               $  2,224,886     $  13,644,959        $        -      $  9,186,739
Mortality and expense and policy advance charges
 (NOTE 4)                                                       (3,753,659)       (2,648,040)         (491,242)       (3,050,115)
Net realized gain (loss) on investments                          1,017,245        (3,898,323)          194,135           283,379
Net unrealized appreciation (depreciation) of
 investments during the period                                 (10,439,005)      (24,335,220)        1,255,055        (9,690,299)
                                                              --------------------------------------------------------------------
Net increase (decrease) in net assets resulting from
 operations                                                    (10,950,533)      (17,236,624)          957,948        (3,270,296)

CAPITAL TRANSACTIONS
Purchase of Variable Account units                              72,313,277        12,541,099        52,469,852        58,509,925
Redemption of Variable Account units                           (13,597,387)      (60,391,902)      (40,583,910)       (6,821,686)
Mortality and expense charge redeemed                            3,753,659         2,648,040           491,242         3,050,115
Funding of subaccount by Fortis Benefits Insurance
 Company                                                                 -                 -                 -                 -
Redemption of Fortis Benefits Insurance Company
 investment in subaccount                                                -                 -                 -                 -
Dividend income distribution to Fortis Benefits
 Insurance Company                                                       -                 -                 -                 -
                                                              --------------------------------------------------------------------
Increase (decrease) from capital transactions                   62,469,549       (45,202,763)       12,377,184        54,738,354

Net assets at beginning of period                              254,375,039       227,935,901        27,266,317       192,628,341
                                                              --------------------------------------------------------------------
Net assets at end of period                                   $305,894,055      $165,496,514       $40,601,449      $244,096,399
                                                              --------------------------------------------------------------------
                                                              --------------------------------------------------------------------



                                                                 FORTIS            FORTIS            FORTIS   
                                                              DIVERSIFIED      GLOBAL GROWTH       AGGRESSIVE 
                                                             INCOME SERIES         SERIES        GROWTH SERIES
                                                             ---------------------------------------------------
                                                                                                  
OPERATIONS
Dividend income                                               $  7,607,329        $  829,695         $  45,402
Mortality and expense and policy advance charges
 (NOTE 4)                                                       (1,344,477)       (1,383,450)          (48,160)
Net realized gain (loss) on investments                           (767,738)           37,068           (14,814)
Net unrealized appreciation (depreciation) of
 investments during the year                                   (12,476,808)       (3,836,491)          354,186
                                                             ---------------------------------------------------
Net increase (decrease) in net assets resulting from
 operations                                                     (6,981,694)       (4,353,178)          336,614

CAPITAL TRANSACTIONS
Purchase of Variable Account units                              24,210,219        63,570,141        11,827,795
Redemption of Variable Account units                           (14,240,935)       (2,600,492)         (975,992)
Mortality and expense charge redeemed                            1,344,477         1,383,450            48,160
Funding of subaccount by Fortis Benefits Insurance
 Company                                                                 -                 -                 -                  
Redemption of Fortis Benefits Insurance Company
 investment in subaccount                                                -                 -                 -
Dividend income distribution to Fortis Benefits
 Insurance Company                                                       -                 -                 -
                                                             ---------------------------------------------------
Increase (decrease) from capital transaction                    11,313,761        62,353,099        10,899,963

Net assets at beginning of period                               90,772,171        65,313,355                 -
                                                             ---------------------------------------------------
Net assets at end of period                                    $95,104,238      $123,313,276       $11,236,577
                                                             ---------------------------------------------------
                                                             ---------------------------------------------------



 


14



                          Fortis Benefits Insurance Company
                                  Variable Account D

                    Statement of Changes in Net Assets (continued)

                             Year ended December 31, 1994

 




                                                                 FORTIS             FORTIS      NORWEST SELECT
                                                           GROWTH & INCOME        HIGH YIELD       VALUGROWTH 
                                                                 SERIES             SERIES            FUND    
                                                           -----------------------------------------------------
                                                                                                  
OPERATIONS
Dividend income                                                 $  154,775        $  546,340              $  -
Mortality and expense and policy advance charges
 (NOTE 4)                                                          (66,282)          (67,340)           (4,796)
Net realized gain (loss) on investments                             (5,003)           (2,813)              499
Net change in unrealized appreciation (depreciation)
 of investments during the period                                 (139,658)         (596,104)          (24,752)
                                                           -----------------------------------------------------
Net increase (decrease) in net assets resulting from
 operations                                                        (56,168)         (119,917)          (29,049)

CAPITAL TRANSACTIONS
Purchase of Variable Account units                              15,221,338        13,770,714         1,395,749
Redemption of Variable Account units                              (212,455)       (1,751,048)          (22,297)
Mortality and expense charge redeemed                               66,282            67,340             4,796
Funding of subaccount by Fortis Benefits Insurance
 Company                                                                 -                 -                 -
Redemption of Fortis Benefits Insurance Company
 investment in subaccount                                                -                 -                 -
Dividend income distribution to Fortis Benefits
 Insurance Company                                                       -                 -                 -
                                                           -----------------------------------------------------
Increase (decrease) from capital transactions                   15,075,165        12,087,006         1,378,248

Net assets at beginning of period                                        -                 -                 -
                                                           -----------------------------------------------------
Net assets at end of period                                    $15,018,997       $11,967,089        $1,349,199
                                                           -----------------------------------------------------
                                                           -----------------------------------------------------




                                                            NORWEST SELECT        SCUDDER           COMBINED  
                                                             INTERMEDIATE      INTERNATIONAL        VARIABLE  
                                                               BOND FUND         PORTFOLIO           ACCOUNT  
                                                            ----------------------------------------------------
                                                                                                  
OPERATIONS
Dividend income                                                       $  -              $  -     $  34,240,125
Mortality and expense and policy advance charges
 (NOTE 4)                                                           (2,966)           (3,751)      (12,864,278)
Net realized gain (loss) on investments                               (113)           (2,393)       (3,158,871)
Net change in unrealized appreciation (depreciation)
 of investments during the period                                       51           (36,913)      (59,965,958)
                                                            ----------------------------------------------------
Net increase (decrease) in net assets resulting from
 operations                                                         (3,028)          (43,057)      (41,748,982)

CAPITAL TRANSACTIONS
Purchase of Variable Account units                                 698,986         1,033,608       327,562,703
Redemption of Variable Account units                               (13,149)          (16,178)     (141,227,431)
Mortality and expense charge redeemed                                2,966             3,751        12,864,278
Funding of subaccount by Fortis Benefits Insurance
 Company                                                                 -                 -                 -
Redemption of Fortis Benefits Insurance Company
 investment in subaccount                                                -                 -                 -
Dividend income distribution to Fortis Benefits
 Insurance Company                                                       -                 -                 -
                                                            ----------------------------------------------------
Increase (decrease) from capital transactions                      688,803         1,021,181       199,199,550

Net assets at beginning of period                                        -                 -       858,291,124
                                                            ----------------------------------------------------
Net assets at end of period                                       $685,775        $  978,124    $1,015,741,692
                                                            ----------------------------------------------------
                                                            ----------------------------------------------------



 

SEE ACCOMPANYING NOTES.


15



                          Fortis Benefits Insurance Company
                                  Variable Account D

                            Notes to Financial Statements 

                                  December 31, 1996


1. GENERAL

FORTIS BENEFITS INSURANCE COMPANY

Variable Account D (the Account) was established as a segregated asset account
of Fortis Benefits Insurance Company (Fortis Benefits) on October 14, 1987 under
Minnesota law. The Account is registered under the Investment Company Act of
1940 as a unit investment trust.

Fortis Benefits was founded in 1910. At December 31, 1996, Fortis Benefits had
approximately $91 billion of total life insurance in force. Fortis Benefits is a
Minnesota corporation and 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 N.V. AMEV and 50% by Compagnie Financiere et de
Reassurance du Group AG ("Group AG"). Fortis, Inc. manages the United States
operations for these two companies.

N.V. AMEV is a diversified financial services company headquartered in Utrecht,
The Netherlands, where its insurance operations began in 1847. Group AG is a
diversified financial services company headquartered in Brussels, Belgium, where
its insurance operations began in 1824. N.V. AMEV and Group AG 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 over $175 billion
in assets at the end of 1996.

Fortis Advisers, Inc. (a wholly-owned subsidiary of Fortis, Inc.) provides
investment management services to the Fortis Series Fund, Inc. portfolios in
exchange for investment advisory and management fees. Investment advisory and
management fees are based on each portfolio's daily net assets and decrease in
reduced percentages as average daily net assets increase. The fees represent an
investment expense to Fortis Series Fund, Inc. which reduces the portfolios'
net assets. The fees charged by Fortis Advisers, Inc. are not available on an
individual variable account basis. Fees for all Fortis Series Fund, Inc.
portfolios to which Fortis Advisers, Inc. provided investment management
services amounted to $11,076,174, $7,819,224, and $5,839,044 in 1996, 1995 and
1994 respectively.


                                                                              16



                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


1. GENERAL (CONTINUED)

There are forty three subaccounts within the Account. The investment objectives
and policies of each of the Account's subaccounts are as follows.

FORTIS SERIES FUNDS, INC.

- -   GROWTH STOCK PORTFOLIO SUBACCOUNT--seeks growth of capital through short-
    term and long-term appreciation.

- -   U.S. GOVERNMENT SECURITIES PORTFOLIO SUBACCOUNT--seeks to earn a high level
    of current income consistent with prudent investment risk.

- -   MONEY MARKET PORTFOLIO SUBACCOUNT--seeks high level of capital stability
    and liquidity and, to the extent consistent with these objectives, a high
    level of current income.

- -   ASSET ALLOCATION PORTFOLIO SUBACCOUNT--seeks favorable overall rates of
    return on capital, primarily through increased ownership of equity
    securities during periods when stock market conditions appear favorable,
    and short-term and long-term debt instruments during periods when stock
    market conditions are less favorable.

- -   DIVERSIFIED INCOME PORTFOLIO SUBACCOUNT--seeks high level of current income
    by investing primarily in a diversified portfolio of government securities
    and investment grade corporate bonds.

- -   GLOBAL GROWTH PORTFOLIO SUBACCOUNT--seeks growth of capital through long-
    term capital appreciation, through ownership of equity securities,
    allocated among diverse international markets.

- -   AGGRESSIVE GROWTH PORTFOLIO SUBACCOUNT--seeks long-term capital
    appreciation in equity securities.

- -   GROWTH AND INCOME PORTFOLIO SUBACCOUNT--seeks growth of capital and current
    income, through ownership of equity securities that provide an income
    component and the potential for growth.


                                                                              17



                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)



1. GENERAL (CONTINUED)

- -   HIGH YIELD PORTFOLIO SUBACCOUNT--seeks maximum total return through current
    income and capital appreciation, through ownership of a diversified
    portfolio of high-yielding fixed-income securities.

- -   GLOBAL ASSET ALLOCATION SUBACCOUNT-- seeks favorable overall rates of
    return on capital, primarily through increased ownership of foreign &
    domestic equity securities during periods when stock market conditions
    appear favorable, and short-term and long-term foreign & domestic debt
    instruments during periods when stock market conditions are less favorable. 

- -   GLOBAL BOND SUBACCOUNT--seeks total return from current income and capital
    appreciation, by investing in a global portfolio of high quality fixed
    income securities.

- -   INTERNATIONAL STOCK SUBACCOUNT--seeks capital appreciation by investing
    primarily in equity securities of non-United States companies.

- -   VALUE SUBACCOUNT--seeks growth of capital through short and long-term
    capital appreciation. Investing in equity securities based on the "Value"
    philosophy.

- -   S & P 500 INDEX SUBACCOUNT--seeks growth of capital by replicating the
    total return of the Standard & Poor's 500 Composite Stock Price Index.

- -   BLUE CHIP STOCK SUBACCOUNT--seeks capital appreciation by investing
    primarily in large and medium-sized blue chip companies.

NORWEST SELECT FUNDS

- -   VALUGROWTH STOCK FUND--seeks growth of capital by investing principally in
    medium and large capitalization companies that possess above-average growth
    characteristics and attractive valuations.

- -   INTERMEDIATE BOND FUND--seeks income through investing primarily in a
    diversified portfolio of government and corporate bonds in an evenly
    balanced maturity structure.


                                                                              18



                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


1. GENERAL (CONTINUED)

- -   SMALL COMPANY STOCK FUND--seeks growth of capital by investing primarily in
    the common stock of small and medium size domestic companies, in the early
    stage of development or may produce goods and services which have a
    favorable prospect for growth.

- -   INCOME EQUITY FUND--seeks income by investing primarily in the common stock
    of large domestic companies that are perceived to have above-average return
    potential based on current market valuations.

SCUDDER VARIABLE LIFE INVESTMENT

- -   INTERNATIONAL PORTFOLIO--seeks long-term growth of capital primarily
    through diversified holdings of marketable foreign securities.

ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.

- -   MONEY MARKET PORTFOLIO--seeks income by investing in money market
    securities, with less than one year until maturity, and meets the objective
    of safety of principal, excellent liquidity and maximum current income to
    the extent consistent with the first two objectives.

- -   INTERNATIONAL PORTFOLIO--seeks to obtain a total return on its assets from
    long-term growth of capital principally through a broad portfolio of
    marketable securities of established foreign companies.

- -   PREMIER GROWTH PORTFOLIO--seeks growth of capital by pursuing aggressive
    investment policies. Investments will be based upon their potential for
    capital appreciation.


                                                                              19



                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


1. GENERAL (CONTINUED)

SAFECO RESOURCE SERIES TRUST

- -   EQUITY PORTFOLIO--seeks long-term growth of capital and reasonable income
    by investing principally in common stocks.

- -   GROWTH PORTFOLIO--seeks growth of capital and the increased income that
    ordinarily follows from such growth.

FEDERATED INSURANCE SERIES

- -   HIGH INCOME FUND II--seek high current income, by investing primarily in a
    professionally managed, diversified portfolio of fixed income securities.

- -   UTILITY FUND II--seeks high current income and moderate capital
    appreciation, by investing primarily in a professionally managed
    diversified portfolio of equity and debt securities of utility companies.

- -   AMERICAN LEADERS FUND II--seeks long-term capital growth, by investing the
    majority of its assets in common stock of "blue chip" companies.

LEXINGTON FUNDS DISTRIBUTOR, INC.

- -   NATURAL RESOURCES TRUST--seek long-term growth of capital through
    investments primarily in common stocks of companies that own or develop
    natural resources and other basic commodities, or supply goods and services
    to such companies.

- -   EMERGING MARKETS FUND--seeks long-term growth of capital primarily through
    investment in equity securities and equivalents of companies domiciled in,
    or doing business in, emerging countries and emerging markets.


                                                                              20



                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


1. GENERAL (CONTINUED)

MFS VARIABLE INSURANCE TRUST

- -   MFS EMERGING GROWTH SERIES--seeks long-term growth of capital through
    investment in common stock of companies that are early in their life cycle,
    with potential to become major enterprises.

- -   MFS HIGH INCOME SERIES--seeks high current income through investing,
    primarily in a professionally managed diversified portfolio of fixed income
    securities, some of which may involve equity features.

- -   MFS WORLD GOVERNMENTS SERIES--seeks growth of capital, with moderate
    current income through investment in a internationally diversified
    portfolio consisting primarily of debt securities and lesser extent equity
    securities

MONTGOMERY VARIABLE SERIES

- -   EMERGING MARKETS FUND--seeks long-term growth of capital primarily through
    investment in equity securities and equivalents of companies domiciled in,
    or doing business in, emerging countries and emerging markets.

- -   GROWTH FUND--seeks capital appreciation by investing at least 65% of its
    assets in the equity securities of domestic companies.

STRONG VARIABLE INSURANCE FUNDS, INC.

- -   DISCOVERY FUND II--Seeks capital growth by investing in securities that are
    believed to represent growth opportunities.

- -   GOVERNMENT SECURITIES FUND II--seeks total return by investing for a high
    level of current income with a moderate degree of share-price fluctuation.

- -   ADVANTAGE FUND II--seeks current income with a very low degree of share-
    price fluctuation, by investing primarily in ultra short-term 
    investment-grade debt obligations.


                                                                              21



                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


1. GENERAL (CONTINUED)

- -   INTERNATIONAL FUND II--seeks capital growth by investing primarily in
    equity securities of issuers located outside of the United States.

TCI PORTFOLIOS, INC.

- -   TCI BALANCED--seeks capital growth and current income by investing in a
    combination of common stocks (and other equity equivalents) and fixed
    income securities.

- -   TCI GROWTH--seeks capital growth by investing in common stocks that have a
    better than average potential for appreciation.

VAN ECK WORLDWIDE INSURANCE TRUST

- -   WORLDWIDE BOND FUND--seeks high return through a flexible policy of
    investing globally, primarily in debt securities.

- -   GOLD AND NATURAL RESOURCES FUND--seeks long-term capital appreciation by
    investing in equity and debt securities of companies engaged in the
    exploration, development, production and distribution of gold and other
    natural resources, such as strategic and other metals, minerals, forest
    products, oil, natural gas and coal.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The assets of the Account are segregated from Fortis Benefits Insurance 
Company's other assets. The operations of the Account are part of Fortis 
Benefits Insurance Company. The following is a summary of significant 
accounting policies consistently followed by the Account in the preparation 
of its financial statements.

INVESTMENT VALUATION

Investments in mutual funds (the "Funds") are valued at the net asset 
(market) value per share at the close of business on December 31, 1996 as 
reported by the Fund.

                                                                              22



                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INVESTMENT TRANSACTIONS

Investment Transactions are accounted for on the trade date. Realized gains and
losses on investments are determined in the basis of identified cost. Capital
gain distributions from mutual funds are recorded on the ex-dividend date and
reinvested upon receipt.

INVESTMENT INCOME

Dividend income from mutual funds is recorded on the ex-dividend date and
reinvested upon receipt.


3. INVESTMENTS

Investment in shares of the Fortis Series Funds Inc., Norwest Select Fund,
Scudder Variable Life Investment Fund, Alliance Variable Products Series Fund,
Inc., SAFECO Resource Series Trust, Federated Insurance Series, Lexington Funds
Distributor, Inc., MFS Variable Insurance Trust, Montgomery Variable Series,
Strong Variable Insurance Funds, Inc., TCI Portfolios, Inc., and Van Eck
Worldwide Insurance Trust (the Funds) are stated at market value, which is based
on the percentage owned by the Account of the net asset value of the respective
portfolios of the Funds. The Funds' net asset value is based on market
quotations of the securities held in the portfolio. The cost of investments sold
and redeemed is determined on the average cost method. Unrealized appreciation
or depreciation of investments represents the Account's share of the mutual
fund's undistributed net investment income, undistributed realized gains or
losses and unrealized appreciation or depreciation in the Funds' investments.


                                                                              23



                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


3. INVESTMENTS (CONTINUED)

Purchases and sales of shares of the Fund are recorded on the trade date. The
number of shares and aggregate cost of purchases and proceeds from sales of
shares were as follows:

 




                                                 SHARES         
                                       --------------------------     COST OF        PROCEEDS 
                                        PURCHASED        SOLD        PURCHASES      FROM SALES
                                       --------------------------------------------------------
                                                                       
YEAR ENDED DECEMBER 31, 1996
Fortis Series Fund, Inc., 
  Growth Stock Series                   1,316,877        636,480    $40,354,935    $13,497,297
  U.S. Government Securities Series       911,132      3,066,517      9,792,095     33,224,639
  Money Market Series                   4,890,211      3,484,284     53,529,569     37,298,093
  Asset Allocation Series               2,119,407      1,656,181     35,139,069     22,612,833
  Diversified Income Series               357,973      1,005,530      4,487,798     12,039,175
  Global Growth Series                  3,180,571        254,987     56,339,715      3,329,367
  Aggressive Growth Series              3,202,119        654,509     45,154,232      7,945,070
  Growth & Income Series                3,719,238        123,779     51,705,892      1,580,938
  High Yield Series                     1,460,586        365,643     14,950,454      3,677,674
  Global Asset Allocation Series        1,548,139         73,695     17,977,062        823,449
  Global Bond Series                    1,282,696        280,803     13,740,427      3,130,682
  International Stock Series            2,397,683        175,126     27,769,550      1,961,927
  Value Series                          1,110,964          3,953     11,759,449         62,431
  S & P 500 Series                      1,695,947         90,342     17,947,817        935,023
  Blue Chip Series                      1,524,910        271,863     16,093,584      2,786,613

Norwest Select Fund,                             
  ValuGrowth Fund                         348,043         25,400      4,632,105        284,976
  Intermediate Bond Fund                  323,851         64,140      3,468,748        697,755
  Small Company Stock Fund                345,221          9,976      4,107,960        120,366
  Income Equity Fund                      855,795          9,655      9,076,709         94,179

Scudder Variable Life Investment, 
  International Portfolio                  98,552          6,404      1,328,103         73,718

Alliance Variable Product Series, 
  Money Market Portfolio               29,009,905     23,518,475     29,009,905     23,518,476
  International Portfolio                 267,012        245,510      3,914,735      3,623,061
  Premier Growth Portfolio                 83,324         69,550      1,256,492      1,055,546



 


                                                                              24



                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


3. INVESTMENTS (CONTINUED)

 




                                                 SHARES    
                                       --------------------------      COST OF       PROCEEDS 
                                        PURCHASED         SOLD        PURCHASES     FROM SALES
                                       --------------------------------------------------------
                                                                        
YEAR ENDED DECEMBER 31, 1996
 (CONTINUED)
SAFECO Resource Series, 
  Growth Portfolio                         21,412         12,345     $  441,504     $  256,130
  Equity Portfolio                          9,038              -        198,282              -

Federated Insurance Series:
  High Income Fund                        155,252         67,532      1,538,226        663,283
  Utility Fund                             90,748         74,159      1,026,928        833,792
  American Leaders Fund                    95,282         62,716      1,372,344        893,146

Lexington Funds, Inc.:
  Natural Resources Trust                 152,771         98,312      2,056,140      1,285,419
  Emerging Markets Fund                   113,436        106,965      1,131,006      1,066,087

MFS Variable Insurance Trust:
  MFS Emerging Growth Series            1,578,159      1,407,439     21,176,704     19,117,745
  MFS High Income Series                   61,750         27,858        672,340        298,912
  MFS World Government Series              25,429         21,388        262,500        220,260

Montgomery Variable Series:
  Emerging Markets Fund                    76,452         58,302        801,303        612,559
  Growth Fund                             244,447        176,044      2,961,408      2,089,319

Strong Variable Insurance Funds:
  Discovery Fund II                        29,429         21,579        321,349        238,664
  Government Securities Fund II            77,682         70,643        743,861        675,914
  Advantage Fund II                       126,607         97,506      1,277,539        980,393
  International Fund II                   426,271        397,453      4,776,591      4,457,879

TCI Portfolios, Inc.:
  TCI Balanced Fund                        81,790         72,450        651,649        539,665
  TCI Growth Fund                         151,030        144,527      1,563,734      1,481,863

Van Eck Worldwide Ins. Trust:
  Worldwide Bond Fund                       6,334          2,578         63,735         27,683
  Gold & Natural Resources Fund           146,230        118,292      2,385,593      1,928,520



 

                                                                              25



                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


3. INVESTMENTS (CONTINUED)

 




                                                           SHARES
                                                 --------------------------     COST OF        PROCEEDS 
                                                  PURCHASED        SOLD        PURCHASES      FROM SALES
                                                 --------------------------------------------------------
                                                                                 
YEAR ENDED DECEMBER 31, 1995
Fortis Series Fund, Inc.:
  Growth Stock Series                             1,474,490        534,461    $38,219,083    $13,219,252
  U.S. Government Securities Series                 774,095      2,822,335      8,256,814     28,588,389

Money Market Series:                              3,006,701      3,520,068     32,427,432     37,776,714
  Asset Allocation Series                         1,708,881        515,324     26,748,824      7,609,627
  Diversified Income Series                         436,611      1,063,223      5,016,172     11,853,689
  Global Growth Series                            1,232,021        624,923     18,345,602      8,164,182
  Aggressive Growth Series                        2,130,122        300,532     24,945,836      3,730,794
  Growth & Income Series                          2,741,398         71,626     31,425,809        818,308
  High Yield Series                               1,387,101        266,413     14,170,291      2,741,248
  Global Asset Allocation Series                  1,130,399         23,288     12,516,549        230,769
  Global Bond Series                                759,105        193,919      8,564,998      2,223,226
  International Stock Series                      1,159,824         14,425     12,411,656        146,602

Norwest Select Fund:
  ValuGrowth Fund                                   273,933         20,542      3,057,527        225,370
  Intermediate Bond Fund                            242,873         48,103      2,608,128        521,311
  Adjustable U.S. Government Reserve
    Fund                                             75,540            314        859,233          3,639
  Small Company Stock Fund                           38,761         94,688        392,834        968,236

Scudder Variable Life Investment:
  International Portfolio                           101,034         39,728      1,113,265        431,133

YEAR ENDED DECEMBER 31, 1994
Fortis Series Fund, Inc., 
  Growth Stock Series                             3,266,440        631,035     72,583,504     13,830,835
  U.S. Government Securities Series               1,186,119      5,847,237     12,608,370     60,458,766
  Money Market Series                             5,458,066      3,903,494     52,479,135     40,593,794
  Asset Allocation Series                         4,191,226        496,813     58,622,192      6,924,469
  Diversified Income Series                       2,065,335      1,262,643     24,259,910     14,270,172
  Global Growth Series                            5,023,325        214,984     63,626,783      2,654,200
  Aggressive Growth Series                        1,246,139        103,726     11,828,451        976,762
  Growth & Income Series                          1,497,281         21,061     15,217,894        213,057
  High Yield Series                               1,381,673        175,340     13,771,173      1,751,362
Norwest Select Fund:
  ValuGrowth Stock Fund                             139,803          2,270      1,396,722         22,296
  Intermediate Bond Fund                             70,247          1,326        698,920         13,149
  Adjustable U.S. Government Reserve Fund            78,556         22,627        798,991        231,685
Scudder Variable Life Investment Fund:
  International Portfolio                            93,016          1,517      1,031,994         16,179



 

                                                                              26



                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


3. INVESTMENTS (CONTINUED)

The number of shares and cost of shares issued from reinvestment of dividends
with the Funds were as follows:


                                                                     COST OF
                                                       SHARES        SHARES
                                                  -----------------------------
YEAR ENDED DECEMBER 31, 1996
Fortis Series Fund, Inc.:
  Growth Stock Series                                  53,172    $  1,755,003
  U.S. Government Securities Series                 1,115,661      11,268,567
  Money Market Series                                 183,457       1,961,696
  Asset Allocation Series                           1,078,332      18,389,804
  Diversified Income Series                           701,215       7,814,749
  Global Growth Series                                 18,721         349,640
  Aggressive Growth Series                              9,589         130,127
  Growth & Income Series                              222,479       3,357,159
  High Yield Series                                   346,560       3,381,726
  Global Asset Allocation Series                       11,755       1,354,041
  Global Bond Series                                   81,830         900,099
  International Stock Series                          109,584       1,318,016
  Value Series                                          5,990          67,900
  S & P 500 Series                                      8,915         102,931
  Blue Chip Stock Series                                4,298          50,146

Norwest Select Fund:
  ValuGrowth Fund                                       5,666          82,203
  Intermediate Bond Fund                               24,747         266,665
  Small Company Stock Fund                             38,370         512,352
  Income Equity Fund                                    6,608          73,375

Scudder Variable Life Investment:
  International Portfolio                               3,949          47,233

Alliance Capital Management:
  Money Market Series                                 102,380         102,380
  International Series                                     88           1,304
  Premier Growth Series                                 1,734          24,242


                                                                              27



                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


3. INVESTMENTS (CONTINUED)

                                                                       COST OF
                                                        SHARES         SHARES
                                                      --------------------------
YEAR ENDED DECEMBER 31, 1996 (CONTINUED)
SAFECO Resource Series:
  Growth Series                                           785       $  14,945
  Equity Series                                           810          17,950

Federated Insurance Series:
  High Income Series                                    2,069          20,894
  Utility Series                                          174           2,018
  American Leaders Series                                 244           3,741

Lexington Funds, Inc.:
  Natural Resources Trust Fund                             82           1,130
  Emerging Markets Fund                                     -               -

Massachusetts Financial Service Group:
  Emerging Growth Series                                  610           8,097
  High Income Series                                    1,972          21,440
  World Government Series                                   -               -

Montgomery Variable Funds:
  Emerging Markets Fund                                    38             391
  Growth Fund                                           3,413          41,303

Strong Variable Annuity Funds:
  Discovery II Fund                                       678           6,715
  Government Securities II Fund                           163           1,630
  Advantage II Fund                                       535           5,379
  International II Fund                                    96           1,058

American Century Investments:
  TCI Balanced Fund                                        20             140
  TCI Growth Fund                                          10             113

Van Eck World Wide Insurance Trust:
  Worldwide Bond Fund                                      44             468
  Gold & Natural Resources Fund                           215           3,629


                                                                              28



                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


3. INVESTMENTS (CONTINUED)


                                                                      COST OF
                                                        SHARES        SHARES
                                                    ----------------------------
YEAR ENDED DECEMBER 31, 1995
Fortis Series Fund, Inc.:
  Growth Stock Series                                  67,820    $  1,840,330
  U.S. Government Securities Series                       834           8,296
  Money Market Series                                 134,020       1,390,716
  Asset Allocation Series                             771,842      12,053,233
  Diversified Income Series                               439           4,826
  Global Growth Series                                 57,730         889,918
  Aggressive Growth Series                             10,929         131,332
  Growth & Income Series                               75,502         909,272
  High Yield Series                                   225,440       2,182,916
  Global Asset Allocation Series                       30,572         345,923
  Global Bond Series                                   30,119         336,887
  International Stock Series                           16,292         180,007

Norwest Select Fund:
  ValuGrowth Stock Fund                                 4,219          50,547
  Intermediate Bond Fund                               15,730         172,247
  Small Company Stock Fund                              2,569          28,697

Scudder Variable Life Investment Fund:
  International Portfolio                                 448           5,274

YEAR ENDED DECEMBER 31, 1994
Fortis Series Fund, Inc.:
  Growth Stock Series                                 101,668    $  2,224,886
  U.S. Government Securities Series                 1,448,879      13,644,959
  Money Market Series                                       -               -
  Asset Allocation Series                             679,533       9,186,739
  Diversified Income Series                           731,228       7,607,329
  Global Growth Series                                 68,077         829,695
  Aggressive Growth Series                              4,680          45,402
  Growth & Income Series                               15,373         154,775
  High Yield Series                                    57,965         546,340


                                                                              29



                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


3. INVESTMENTS (CONTINUED)

                                                                     COST OF
                                                        SHARES       SHARES
                                                   -----------------------------
YEAR ENDED DECEMBER 31, 1994 (CONTINUED)
Norwest Select Fund:
  ValuGrowth Stock Fund                                     -     $         -
  Intermediate Bond Fund                                    -               -
  Adjustable U.S. Government Reserve Fund                   -               -

Scudder Variable Life Investment Fund:
  International Portfolio                                   -               -

Fortis Benefits' investment in the subaccounts represented the following number
of shares of the Funds held and aggregate cost of amounts invested at December
31, 1996:

                                                                      COST OF
                                                        SHARES        SHARES
                                                    ----------------------------

Fortis Series Fund, Inc.:
  Global Asset Allocation Series                      294,457     $ 2,980,543
  Global Bond Series                                  505,627       5,110,208
  International Stock Series                          293,568       2,958,854
  Value Series                                         71,006         710,588
  S & P 500 Series                                    355,022       3,553,364
  Blue Chip Stock Series                              355,013       3,552,202

Norwest Select Fund:
  ValuGrowth Fund                                     112,914       1,166,340


                                                                              30



                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


4. ORGANIZATIONAL EXPENSES AND OTHER CHARGES

ORGANIZATION EXPENSES

Fortis Benefits assumed all organizational expenses of the Account.

PREMIUM TAXES

Where premium taxes or similar assessments are imposed by states or other
jurisdiction upon receipt of purchase payments, Fortis Benefits pays such taxes
on behalf of the Contract Owner and then will deduct a charge for these amounts
from the Contract Value upon surrender, death of the Annuitant or Contract
Owner, or Annuitization of the Contract. In jurisdiction where premium taxes or
similar assessments are imposed at the time annuity payments begin, Fortis
Benefits will deduct a charge on a pro rata basis from the Contract Value at
that time.

POLICY ADMINISTRATION CHARGE

A $35 annual policy administrative charge is deducted each contract year from
value of each Opportunity Variable and Masters Variable Annuity Contract or $30
for each Norwest Passage Variable and Value Advantage Plus Variable Annuity
contract on each anniversary of the contract date and upon total surrender of
the contract. This charge will be waived during the Accumulation Period if the
Contract Value at the end of the Contract Year (or upon total surrender) is
$25,000 or more, for the Opportunity Variable, Masters Variable and Norwest
Passage Variable Annuity Contracts.

MORTALITY AND EXPENSE RISK CHARGE

Fortis Benefits assesses each subaccount of the Opportunity Variable, Masters
Variable and Norwest Passage Variable Annuity a daily charge for mortality and
expense risk at an annual rate of 1.25% of the net assets representing equity of
contract owners held in each subaccount. For the Value Advantage Plus Variable
Annuity the mortality and expense risk charge is assessed at an annual rate of
 .45%.


                                                                              31



                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


4. ORGANIZATIONAL EXPENSES AND OTHER CHARGES (CONTINUED)

ADMINISTRATIVE CHARGE

Fortis Benefits assesses each subaccount of the Opportunity Variable and Masters
Variable Annuity a daily charge for administrative expense at annual rate of
 .10% of the net assets representing equity of contract owners held in each
subaccount. For the Norwest Passage Variable Annuity the mortality and expense
risk charge is assessed at an annual rate of .15%.

SURRENDER CHARGE

FREE SURRENDERS--The following amounts can be withdrawn from the Contract
without a surrender charge:

    -    Any purchase payments received by us more than five years prior to the
         surrender date for Opportunity Variable Annuity and Norwest Passage
         Variable Annuity and seven years for Masters Variable Annuity and have
         not been previously surrendered.

    -    In any Contract year, up to 10% of the purchase payments received by
         us less than five years prior to the surrender date for Opportunity
         Variable Annuity and Norwest Passage Variable Annuity and seven years
         prior to the surrender date for Masters Variable Annuity.

    -    For Norwest Passage Variable Annuity and Masters Variable Annuity any
         earnings that have not been previously surrendered.

    -    For Value Advantage Plus Variable Annuity there is no Surrender
         charge.

AMOUNT OF SURRENDER CHARGE--Surrender charges apply only if the amount being 
withdrawn exceeds the sum of the amounts listed above under Free Surrenders. 
The surrender charge is based on a percentage of the amount of purchase 
payments surrendered and is set at 5% during each of the first five years of the
Opportunity Variable Annuity and Norwest Passage Variable Annuity contracts, 
after which no surrender charge applies, and is set at 7% during the first 
seven years of the Masters Variable Annuity contracts, with a sliding scale 
down to zero by the end of the seventh year. Surrender charges collected by 
Fortis Benefits were $2,727,170, $2,205,945 and $1,988,863 in 1996, 1995 and 
1994, respectively.

                                                                              32



                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


5. FEDERAL INCOME TAXES

The operations of the Account form a part of, and are taxed with, the operations
of Fortis Benefits, which is taxed as a life insurance company under the
Internal Revenue Code. As a result, the net asset values of the subaccounts are
not affected by federal income taxes on income distributions received by the
subaccounts.


                                                                              33


APPENDIX A 

PERFORMANCE INFORMATION

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

YIELD CALCULATIONS

Yield information for the Money Market Subaccount will be based on the seven
days ended on a specified date.  It will be computed by determining the net
change, exclusive of capital changes, in the value of a hypothetical
pre-existing account (after the deduction of all asset based charges) having a
balance of one Accumulation Unit at the beginning of the period and dividing the
difference by the value of the account at the beginning of the base period to
obtain the base period return , and multiplying the base period return by
(365/7), with the resulting yield figure carried to the nearest hundredth of one
percent.  The seven day yield for the Money Market Subaccount as of December 31,
1996 was 3.80%.

An effective yield may also be quoted for the Money Market Subaccount. 
Effective yield is calculated by compounding the current yield as follows:

    Effective Yield =     [(Base Period Return + 1) 365/7  ]  - 1

The seven day effective yield for the Money Market Subaccount as of December 31,
1996 was 3.87%.

Yield information for the other Subaccounts will be based on the thirty days
ended on a specified date and carried to the nearest hundredth of a percent,
according to the following formula:
              
                         2[(((A-B)/CD+1)to the 6th)-1]

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

B = expenses accrued for the period,

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

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

The following table sets figures for the thirty days ended December 31, 1996.

    Subaccount                           Yield
    ----------                           -----
    U.S. Government Securities           7.45%
    Diversified Income                   7.92%
    High Yield                           8.83%
    Global Bond                          5.30%



                                         A-1



TOTAL RETURN CALCULATIONS

Total return information will be given for the one year and five year periods
ended on a specific date, provided that, if the registration statement has been
effective for a Subaccount only during a shorter period, then such shorter
period will be used.

AVERAGE ANNUAL TOTAL RETURN

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

         P(1 + T)n = CSV

Where:   P = a hypothetical initial purchase payment of $1000,

         T = average annual total return,

         n = number of years, and

         CSV = end of period Cash Surrender Value of hypothetical $1000   
    purchase payment made at the beginning of the period.

The following table shows total average annual rates of return for the period
indicated:







                                   ONE-YEAR           FIVE-YEAR         COMMENCEMENT OF
SUBACCOUNT                       PERIOD ENDED        PERIOD ENDED       SUBACCOUNT (1)TO
- ----------                       DEC. 31, 1996      DEC. 31, 1996(1)      DEC. 31, 1996
                                 -------------      ---------------     ----------------

                                                                   
GROWTH STOCK                       11.38%              5.98%              12.10%
U.S. GOVERNMENT SECURITIES         -2.68%              1.14%               3.20%
DIVERSIFIED INCOME                 -0.73%              2.50%               4.96%
ASSET ALLOCATION                    7.51%              5.81%               8.87%
GLOBAL GROWTH                      14.00%               N/A               11.69%
HIGH YIELD                          5.53%               N/A                3.21%
GROWTH & INCOME                    16.37%               N/A               14.69%
AGGRESSIVE GROWTH                   2.70%               N/A                7.68%
GLOBAL ASSET ALLOCATION             7.70%               N/A               10.40%
GLOBAL BOND                        -1.64%               N/A                6.12%
INTERNATIONAL STOCK                 9.09%               N/A                9.50%
VALUE                                N/A                N/A                 N/A
S & P 500                            N/A                N/A                 N/A
BLUE CHIP                            N/A                N/A                 N/A



- -------------------------
(1) Commencing with effective date of initial registration statement for Global
    Growth Subaccount on May 1, 1992, U.S. Government Securities Subaccount on
    May 1, 1989, High Yield Subaccount, Growth & Income Subaccount, and
    Aggressive Growth Subaccount on May 1, 1994, Global Bond Subaccount, Global
    Asset Allocation Subaccount,



    International Stock Subaccount on January 2,
    1995, Value Subaccount, Blue Chip Stock Subaccount, and S & P 500 Index
    Subaccount on January 1, 1996, and for all other Subaccounts on May 2,
    1988.

CUMULATIVE TOTAL RETURN

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


         CTR = CSV - P  100
               -------
                   P
Where:   P = a hypothetical initial purchase payment of $1,000,

                                         A-2

         CTR = cumulative total return, and

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




                                 
                                 
                                                    
                                 ONE-YEAR           FIVE-YEAR
SUBACCOUNT                       PERIOD ENDED       PERIOD ENDED       COMMENCEMENT
- ----------                       DEC. 31, 1995      DEC. 31, 1995      TO DEC. 31, 1995
                                 -------------      -------------      ----------------
                                                                   
GROWTH STOCK                       11.38%             33.67%             169.20%
U.S. GOVERNMENT SECURITIES         -2.68%              5.82%              31.35%
DIVERSIFIED INCOME                 -0.73%             13.17%              52.20%
ASSET ALLOCATION                    7.51%             32.63%             108.90%
GLOBAL GROWTH                      14.00%               N/A               67.61%
HIGH YIELD                          5.53%               N/A                8.79%
GROWTH & INCOME                    16.37%               N/A               44.18%
AGGRESSIVE GROWTH                   2.70%               N/A               21.83%
GLOBAL ASSET ALLOCATION             7.70%               N/A               21.88%
GLOBAL BOND                        -1.64%               N/A               12.62%
INTERNATIONAL STOCK                 9.09%               N/A               19.91%
VALUE                                N/A                N/A                6.99%
S & P 500                            N/A                N/A                9.77%
BLUE CHIP                            N/A                N/A               11.70%



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

(1) Commencing with effective date of initial registration statement for Global
    Growth Subaccount on May 1, 1992, U.S. Government Securities Subaccount on
    May 1, 1989, High Yield Subaccount, Growth & Income Subaccount and
    Aggressive Growth Subaccount on May 1, 1994, Global Bond Subaccount, Global
    Asset Allocation Subaccount, International Stock Subaccount on January 2,
    1995, Value Subaccount, Blue Chip Stock Subaccount, and S & P 500 Index
    Subaccount on January 1, 1996, and for all other Subaccounts on May 2,
    1988.



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

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

         RATING SERVICE                               CATEGORY

                             Aggressive Growth Subaccount

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


                               Global Growth Subaccount

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


                                         A-3



                               Growth Stock Subaccount

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


                             Growth and Income Subaccount

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

                             Asset Allocation Subaccount

         Morningstar Publications, Inc.               balanced
         Lipper Analytical Services, Inc.             flexible portfolios

                                High Yield Subaccount

         Morningstar Publications, Inc.               high yield
         Lipper Analytical Services, Inc.             high current yield


                            Diversified Income Subaccount

         Morningstar Publications, Inc.               corporate bond
         Lipper Analytical Services, Inc.             general bond



                              U.S. Government Subaccount

         Morningstar Publications, Inc.               U.S. government bond
         Lipper Analytical Services, Inc.             U.S. government


                               Money Market Subaccount

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


                            International Stock Subaccount

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


                          Global Asset Allocation Subaccount

         Morningstar Publications, Inc.               balanced
         Lipper Analytical Services, Inc.             global flexible


                                Global Bond Subaccount

         Morningstar Publications, Inc.               international bond
         Lipper Analytical Services, Inc.             world income


                                         A-4



                             Aggressive Growth Subaccount

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


                             Growth and Income Subaccount

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


                                High Yield Subaccount

         Morningstar Publications, Inc.               high yield
         Lipper Analytical Services, Inc.             high current yield


                              Blue Chip Stock Subaccount

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


                                   Value Subaccount

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


                              S & P 500 Index Subaccount

         Morningstar Publications, Inc.               growth & income
         Lipper Analytical Services, Inc.             S & P 500 Index


                                         A-5


                                    PART II.

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.  Other Expenses of Issuance and Distribution

     The estimated expenses of the issuance and distribution of the Contracts,
other than commissions on sales of the Contracts are as follows:

                                                  Amount
                                                  ------
     Securities and Exchange Commission
          registration fee                        $    0
     Printing and engraving                       $1,500
     Accounting fees and expenses                 $1,500
     Legal fees and expenses                      $3,000

Item 14.  Indemnification of Directors and Officers

     Section 300.083 of Minnesota Law General Provision provides in part that a
corporation organized under such law shall have power to indemnify anyone made,
or threatened to be made, a party to a threatened, pending or completed
proceeding, whether civil or criminal, administrative or investigative, because
he is or was a director or officer of the corporation, or served as a director
or officer of another corporation at the request of the corporation.
Indemnification in such a proceeding may extend to judgments, penalties, fines
and amounts paid in settlement, as well as to reasonable expenses, including
attorneys' fees and disbursements.  In a civil proceeding, there can be no
indemnification under the statute, unless it appears that the person seeking
indemnification has acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the corporation and its
shareholders and unless such person has received no improper personal benefit;
in a criminal proceeding, the person seeking indemnification must also have no
reasonable cause to believe his conduct was unlawful.

     Article VI Section 5 of the By-laws of the Fortis Benefits Insurance
Company provides as follows:

     Section 5.  The Company shall indemnify (including therein the prepayment
     of expenses) any person who is or was a director, officer or employee, or
     who is or was serving at the request of the Company as a director, officer
     or employee of another corporation, partnership, joint venture, trust or
     other enterprise for expenses (including attorney's fees), judgments, fines
     and amounts paid in settlement actually and reasonably incurred by him with
     respect to any threatened, pending or completed action, suit or proceedings
     against him by reason of the fact that he is or was such a director,
     officer or employee to the extent and in the manner permitted by law.

     Section 12 of the Principal Underwriter agreement incorporated as exhibit 1
to this registration statement (which is incorporated herein by this reference)
provides that Fortis Investors, Inc. and Fortis Benefits will indemnify each
other, and each other's officers, directors and controlling persons, with
respect to certain types of misstatements or omissions in connection with the
offer and sale of the Certificates.

Certain officers, directors or controlling persons of Fortis Investors, Inc. are
also officers, directors and controlling persons of Fortis Benefits.



     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(b) 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.

Item 15.  Recent Sales of Unregistered Securities (3 years)

     The Registrant discovered that its registration of the dollar amounts of
     sales in the non-utilized interest in the fixed account had inadvertently
     been exceeded, resulting in unregistered sales of $61,164,136 between
     February 27, 1995 and October 25, 1995.  The Registrant claims no exemption
     for such excess and has provided a Notice of Rescission rights to those
     individuals who purchased unregistered securities.  The principal
     underwriter of such securities was Fortis Investors, Inc., an affiliated
     broker/dealer.

Item 16.  Exhibits and Financial Statement Schedule

     a.  Exhibits

     1.   Form of Principal Underwriter and Servicing Agreement  (Incorporated
          by reference from Form N-4 Registration Statement of Fortis Benefits
          and its Variable Account D filed on January 11, 1994, File No. 33-
          73986).

          Form of Amendment to Principal Underwriting (Incorporated by reference
          from Form N-4 Registration Statement of Fortis Benefits and its
          Variable Account D filed on January 11, 1994, File No. 33-73986).

     2.   Form of Asset Transfer and Acquisition Agreement dated August 28, 1991
          and supplement thereto dated October 1, 1991 (Incorporated by
          reference from Form 8-K filed on October 16, 1991 (as amended by Form
          8 filed on October 21, 1991), File No. 33-37576).

     3.   (a)  Articles of Incorporation of Fortis Benefits Insurance Company
          (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 Fortis Benefits Insurance Company (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)  Amendment to Articles of Incorporation and By-laws dated November
          21, 1991.  (Incorporated by reference from Post-Effective Amendment
          No. 1 to the Form N-4 Registration Statement of Fortis Benefits and
          its Variable Account D filed on March 2, 1992, File No. 33-37577.)

     4.   (a)  Form of Combination Fixed and Variable Group Annuity Contract;
          (Incorporated by reference from Post-Effective Amendment No. 1 to the
          Form N-4 Registration Statement of Fortis Benefits and its Variable
          Account D filed on March 2, 1992, File No. 33-37577).

          (b)  Form of Certificate to be used in connection with Contract filed
          as Exhibit 4 (a); (Incorporated by reference from Post-Effective
          Amendment No. 1 to Form N-4 Registration Statement of Fortis Benefits
          and its Variable Account D filed on March 2, 1992, File No. 33-37577).

          (c)  Form of Application to be used in connection with Certificate
          filed as Exhibit 4 (b). (Incorporated by reference from Post-Effective
          Amendment No. 1 to the Form N-4 Registration Statement of Fortis
          Benefits and its Variable Account D filed on October 27, 1995, File
          No. 33-37577).

          (d)  Form of IRA Endorsement (Incorporated by reference from Pre-
          Effective Amendment No. 1 to the Form N-4 Registration Statement of
          Fortis Benefits and its Variable Account D filed on March 28, 1991,
          File No. 33-37577.)

          (e)  Form of Section 403(b) Annuity Endorsement (Incorporated by
          reference from Pre-Effective Amendment No. 1 to Form N-4 Registration
          Statement of Western Life and its Variable Account D filed on March
          28, 1991).

          (f)  Annuity Contract Exchange Form (Incorporated by reference from
          Pre-Effective Amendment No. 1 to the Form N-4 Registration Statement
          of Fortis Benefits and its Variable Account D filed on April 18, 1988,
          File No. 33-19421).

          (g)  Form of Endorsement (incorporated by reference from Form N-4
          Registration Statement filed by Fortis Benefits and its Variable
          Account D on April 27, 1995, File No. 33-37577).

          (h)  Nursing Care/Hospitalization Waiver of Surrender Charge Rider
          (incorporated by reference from Form N-4 Registration Statement filed
          by Fortis Benefits and its Variable Account D on April 27, 1995, File
          No. 33-19421).

          (i)  Enhanced Death Benefit Rider (incorporated by reference from Form
          N-4 Registration Statement filed by Fortis Benefits and its Variable
          Account D contemporaneously herewith, File No. 33-37577.)

     5.   Opinion and consent of Douglas R. Lowe, Esq., Assistant General
          Counsel of Fortis Benefits Insurance Company, as to the legality of
          the securities being registered.  (Included as part of the original
          filing of this form S-1 Registration Statement filed on March 30,
          1992).



     10.  Fortis, Inc. Executive Incentive Compensation Plan (Incorporated by
          reference from Amendment No. 1 to Form S-1 Registration Statement of
          Fortis Benefits filed on March 28, 1991, File No. 33-37576).

     23.  Consent of Ernst & Young LLP.

     24.  Power of Attorney for Messrs. Freedman, Mackin, Mahoney, Clancy,
          Meler, Keller, Gaddy, Pollock, Clayton and Greiter.  (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).

     b.   Financial statement schedules

Item 17.  Undertakings

     The Registrant hereby undertakes:

          (1)   To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

          (i)   To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

          (ii)  To reflect in the prospectus any facts or events arising after
          the effective date of the registration statement (or the most recent
          post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;

          (iii) To include any material information with respect to the plan of
          distribution not previously disclosed in the  registration statement
          or any material change to such information in the registration
          statement, including (but not limited to) any addition or deletion of
          a managing underwriter.

     (2)  That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.


     (3)  To remove from registration by means of a post-effective amendment any
     of the securities being registered which remain unsold at the termination
     of the offering.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the indemnification provision described in response to
Item 14, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person




of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will governed by the
final adjudication of such issue.




                                   SIGNATURES

As required by the Securities Act of 1933, 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 23rd day of April, 1997.

                         FORTIS BENEFITS INSURANCE COMPANY
                              (Registrant)

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

As required by the Securities Act of 1933, this amended Registration Statement
has been signed by the following persons, in the capacities indicated, on April
23, 1997.

Signature                          Title With Fortis Benefits

*______________________________    Chairman of the Board
 Allen Royal Freedman

*______________________________    Director
 Henry Carrol Mackin
*______________________________    Director
 Thomas Michael Keller

___/s/_________________________    Director
 Dean C. Kopperud

_______________________________    Director
 Arie Aristide Fakkert

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

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

*By: __/s/_____________________
        Robert Brian Pollock
        Attorney-in-fact




                                  EXHIBIT INDEX


Item
Number    Description
- ------    -----------


23        Consent of Accountants