As filed with the Securities and Exchange Commission on April 28, 1998.
                                                       Registration No. 33-63829




                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                       FORM S-1
                                   AMENDMENT NO. 5

               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
                                       612-738-5000
                 ----------------------------------------------
          (Address, including zip code, and telephone number, including area
                  code, of registrant's principal executive offices)


                             Rhonda J. Schwartz, Esquire
                                 500 Bielenberg Drive
                              Woodbury, Minnesota 55125
                                     612-738-5000
                ---------------------------------------------------
          (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 Registration Statement  Cover Page; Table of Contents;
     and Outside Front                       Distribution and Servicing
     Cover Page of Prospectus

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

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

4.   Use of Proceeds                         The Variable Account; The
                                             Portfolios; 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 Financial
     to the Registrant                       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: 1-800-827-5877
P.O. BOX 64295        500 BIELENBERG DRIVE
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 $500 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 the 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 the following
Portfolios:
 
Alliance Money Market Portfolio           Lexington Natural Resources Trust
Alliance International Portfolio          Lexington Emerging Markets Fund
Alliance Premier Growth Portfolio         MFS Emerging Growth Series
American Century VP Balanced Fund         MFS High Income Series
American Century VP Capital Appreciation  MFS World Governments Series
Fund                                      Montgomery Emerging Markets Fund
Federated High Income Bond Fund II        Montgomery Growth Fund
Federated Utility Fund II                 Neuberger & Berman Limited Maturity
Federated American Leaders Fund II        Bond Portfolio
Federated Fund for U.S. Government        Neuberger & Berman Partners Portfolio
Securities II                             SAFECO Equity Portfolio
Fortis S&P 500 Index Series               SAFECO Growth Portfolio
INVESCO Industrial Income Portfolio       Strong Discovery Fund II
INVESCO Health Sciences Portfolio         Strong International Stock Fund II
INVESCO Technology Portfolio              Van Eck Worldwide Bond Fund
                                          Van Eck Worldwide Hard Assets Fund
 
The accompanying Prospectus for these Portfolios describes the investment
objectives, policies and risks of each of the Portfolios. In the states where
Guarantee Periods Fixed Accounts are offered (see "FIXED ACCOUNTS"), you can
choose among 10 different guarantee periods under the guaranteed interest
accumulation option, each of which has its own interest rate. In states where
Guarantee Periods Fixed Accounts are not offered, you can choose an interest in
the General Account Fixed Account with guaranteed interest.
 
You have the right to examine a Certificate during a "free look" period after
you receive the Certificate and return it for a refund of the amount of the then
current Certificate Value. However, in certain states where required by state
law the refund will be in the amount of all purchase payments that have been
made, without interest or appreciation or depreciation.
 
The "free look" period is generally 10 days unless a longer time is specified on
the face page of your Certificate.
 
For Certificates requiring a refund of all purchase payments, Fortis Benefits
will allocate all Net Purchase Payments made as a part of the purchase of the
Certificate to the Alliance Money Market Portfolio until the following number of
days after Fortis Benefits mails the Certificate to you: (1) the number of days
in the "free look" period, plus (2) five days. After the expiration of such
period, the Certificate Value will be allocated to the Fixed Account and the
Portfolios as directed by you.
 
The Certificate provides several different types of retirement and death
benefits, including fixed and variable annuity income options. You may make
partial surrenders of the Certificate Value or may totally surrender the
Certificate for its Cash Surrender 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 the Portfolios. These Prospectuses should be read
carefully and kept for future reference.
 
A Statement of Additional Information, dated May 1, 1998, 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 26 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
VALUE
ADVANTAGE
PLUS
VARIABLE
ANNUITY
 
Certificates Under Flexible
Premium Deferred
 
Combination Variable and
Fixed Annuity Contracts
 
       [LOGO]
 
PROSPECTUS DATED
May 1, 1998
 
      [LOGO]

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..................................................     9
The Portfolios........................................................     9
The Fixed Account.....................................................     9
    - Guarantee Periods Fixed Account.................................     9
    - Market Value Adjustment.........................................    10
    - General Account Fixed Account...................................    10
    - General Account Fixed Account Transfers.........................    11
    - Investments by Fortis Benefits..................................    11
Fixed Account Value...................................................    11
Accumulation Period...................................................    11
    - Issuance of a Certificate and Purchase Payments.................    11
    - Certificate Value...............................................    12
    - Allocation of Purchase Payments and Certificate Value...........    12
    - Total and Partial Surrenders....................................    13
    - Benefit Payable on Death of Annuitant or Participant............    13
The Annuity Period....................................................    14
    - Annuity Commencement Date.......................................    14
    - Commencement of Annuity Payments................................    14
    - Relationship Between Subaccount Investment Performance and
       Amount of Variable Annuity Payments............................    15
    - Annuity Forms...................................................    15
    - Death of Annuitant or Other Payee...............................    15
Charges and Deductions................................................    15
    - Premium Taxes...................................................    15
    - Charges Against the Variable Account............................    16
    - Annual Administrative Charge....................................    16
    - Tax Charge......................................................    16
    - Miscellaneous...................................................    16
General Provisions....................................................    16
    - The Certificates................................................    16
    - Postponement of Payments........................................    16
    - Misstatement of Age or Sex and Other Errors.....................    16
    - Assignment......................................................    16
    - Beneficiary.....................................................    17
    - Reports.........................................................    17
Rights Reserved By Fortis Benefits....................................    17
Distribution..........................................................    17
Federal Tax Matters...................................................    17
Further Information about Fortis Benefits.............................    20
    - General.........................................................    20
    - Selected Financial Data.........................................    20
    - Management's Discussion and Analysis of Financial Condition and
      Results of Operations...........................................    20
    - Cash Flow and Liquidity.........................................    21
    - Competition.....................................................    22
    - Regulation and Reserves.........................................    22
    - Employees and Facilities........................................    22
Directors and Executive Officers......................................    23
    - Executive Compensation..........................................    24
    - Ownership of Securities.........................................    25
Voting Privileges.....................................................    25
Legal Matters.........................................................    25
Other Information.....................................................    26
Contents of Statement of Additional Information.......................    26
Fortis Benefits Financial Statements..................................    26




                                                                        PAGE
                                                                     
Appendix A--Sample Market Value Adjustment Calculations...............   A-1
Appendix B--Explanation of Expense Calculations.......................   B-1
Appendix C--Participating Portfolios..................................   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 Guarantee Periods Fixed Account or the General Account Fixed 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.
GENERAL          The name of the alternative under which purchase payments are allocated to Fortis Benefits
ACCOUNT FIXED    General Account.
ACCOUNT
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
GUARANTEE        The non-unitized separate account that Fortis Benefits uses to account for amounts allocated
PERIODS FIXED    to Guarantee Periods.
ACCOUNT
HOME OFFICE      Our office at 500 Bielenberg Drive, Woodbury, Minnesota 55125; 1-800-827-5877; Mailing
                 address: P.O. Box 64295, 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 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.
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
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.

 
                                       3

INFORMATION CONCERNING FEES AND CHARGES
 
PARTICIPANT TRANSACTION CHARGES
 

                                                                
       Front-End Sales Charge Imposed on Purchases...............    0%
       Maximum Surrender Charge for Sales Expenses...............    0%
       Other Surrender Fees......................................    0%
       Exchange Fee..............................................    0%
 
ANNUAL CERTIFICATE ADMINISTRATION CHARGE.........................  $30
 
VARIABLE ACCOUNT ANNUAL EXPENSES
 (AS A PERCENTAGE OF AVERAGE ACCOUNT VALUE)
       Mortality and Expense Risk Charge.........................  .45%
       Variable Account Administrative Charge....................    0%
                                                                   ----
         Total Variable Account Annual Expenses..................  .45%

 
MARKET VALUE ADJUSTMENT WITH RESPECT TO GUARANTEE PERIODS FIXED ACCOUNT
 
Surrenders and other withdrawals from the Guarantee Periods 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."
 
PORTFOLIO ANNUAL EXPENSES (A) (B)
 


                                                                                           TOTAL PORTFOLIO
                                                                                              OPERATING
                                                                INVESTMENT                    EXPENSES
                                                               ADVISORY AND     OTHER      (*AFTER EXPENSE
                                                              MANAGEMENT FEE   EXPENSES    REIMBURSEMENT)
                                                              --------------   --------   -----------------
                                                                                 
Alliance Money Market Portfolio.............................          0.50%      0.14%              0.64%
Alliance International Portfolio............................          0.53%      0.42%              0.95%
Alliance Premier Growth Portfolio...........................          0.85%      0.10%              0.95%
American Century VP Balanced Fund...........................          1.00%      0.00%              1.00%
American Century VP Capital Appreciation Fund...............          1.00%      0.00%              1.00%
Federated High Income Bond Fund II..........................          0.51%      0.29%              0.80%
Federated Utility Fund II...................................          0.48%      0.37%              0.85%
Federated American Leaders Fund II..........................          0.66%      0.19%              0.85%
Federated Fund for U.S. Gov't Securities Fund II............          0.15%      0.65%              0.80%
Fortis S&P 500 Index........................................          0.40%      0.11%              0.51%
INVESCO Health Sciences Portfolio...........................          0.66%      0.42%              1.08%
INVESCO Industrial Income Portfolio.........................          0.48%      0.47%              0.95%
INVESCO Technology Portfolio................................          0.66%      0.39%              1.05%
Lexington Natural Resources Trust...........................          1.00%      0.25%              1.25%
Lexington Emerging Markets Fund.............................          0.85%      0.99%              1.84%
MFS Emerging Growth Series..................................          0.75%      0.12%              0.87%
MFS High Income Series......................................          0.75%      0.25%              1.00%
MFS World Governments Series................................          0.75%      0.25%              1.00%
Montgomery Emerging Markets Fund............................          1.24%      0.51%              1.75%
Montgomery Growth Fund......................................          0.28%      0.97%              1.25%
Neuberger & Berman Partners Portfolio.......................          0.80%      0.06%              0.86%
Neuberger & Berman Maturity Bond Portfolio..................          0.65%      0.12%              0.77%
SAFECO Growth Portfolio.....................................          0.74%      0.03%              0.77%
SAFECO Equity Portfolio.....................................          0.73%      0.02%              0.75%
Strong Discovery Fund.......................................          1.00%      0.18%              1.18%
Strong International Fund...................................          1.00%      0.51%              1.51%
Van Eck Worldwide Bond Fund.................................          1.00%      0.12%              1.12%
Van Eck Worldwide Hard Assets Fund..........................          1.00%      0.11%              1.11%

 
- ------------------------
(a)  As a percentage of Portfolio average net assets based on historical data
     for the fiscal year ended December 31, 1997. In the absence of expense and
     fee waivers or expense reimbursements by the Portfolio investment adviser,
     the total expenses of the following Portfolios would have been as hereafter
     indicated rather than as listed above: Alliance International
     Portfolio--1.42%; Alliance Premier Growth Portfolio--1.10%; Federated High
     Income Bond Fund II--0.89%; Federated Utility Fund II--1.12%; Federated
     American Leaders Fund II--0.94%; Federated Fund for U.S. Government
     Securities Fund II--1.25%; Lexington Emerging Markets Fund--1.91%; MFS High
     Income Series--1.15%; and MFS World Governments Series--1.15%; Montgomery
     Emerging Markets Fund--1.76%; Montgomery Growth Fund--1.97%. The
     information set forth in this table was provided to Fortis Benefits by the
     Portfolio managers and Fortis Benefits has not independently verified such
     information.
 
(b)  Certain of the unaffiliated investment advisers of the Portfolios reimburse
     Fortis Benefits for costs incurred in connection with administering the
     Portfolios as variable funding options by payment of an amount based on
     assets in the Portfolios attributable to the Certificates. These amounts
     are not charged to the Portfolios or the holders of the Certificates.
 
                                       4

EXAMPLES*
 
If you COMMENCE AN ANNUITY payment option, or whether you DO 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
- ------------------------------------------------------------  -------   -------   -------   --------
                                                                                
Alliance Money Market Portfolio.............................      11        36        62        136
Alliance International Portfolio............................      15        45        78        171
Alliance Premier Growth Portfolio...........................      15        45        78        171
American Century VP Balanced Fund...........................      15        47        81        176
American Century VP Capital Appreciation Fund...............      15        47        81        176
Federated High Income Bond Fund II..........................      13        41        70        154
Federated Utility Fund II...................................      14        42        73        160
Federated American Leaders Fund II..........................      14        42        73        160
Federated Fund for U.S. Gov't Securities Fund II............      13        41        70        154
Fortis S&P 500 Index........................................      10        32        55        121
INVESCO Health Sciences Portfolio...........................      16        49        85        185
INVESCO Industrial Income Portfolio.........................      15        45        78        171
INVESCO Technology Portfolio................................      16        48        83        182
Lexington Natural Resources Trust...........................      18        54        93        203
Lexington Emerging Markets Fund.............................      23        72       123        264
MFS Emerging Growth Series..................................      14        43        74        162
MFS High Income Series......................................      15        47        81        176
MFS World Governments Series................................      15        47        81        176
Montgomery Emerging Markets Fund............................      23        69       119        255
Montgomery Growth Fund......................................      18        54        93        203
Neuberger & Berman Partners Portfolio.......................      14        42        73        161
Neuberger & Berman Maturity Bond Portfolio..................      13        40        68        151
SAFECO Growth Portfolio.....................................      13        40        68        151
SAFECO Equity Portfolio.....................................      13        39        67        148
Strong Discovery Fund.......................................      17        52        90        196
Strong International Fund...................................      20        62       107        230
Van Eck Worldwide Bond Fund.................................      16        50        87        189
Van Eck Worldwide Hard Assets Fund..........................      16        50        86        188

 
- ------------------------
* For purposes of these examples, the effect of the annual Certificate
  administration charge has been computed based on the average total Contract
  Value during the year ended December 31, 1997 and the total actual amount of
  annual contract administration charges collected during the year. For the
  purpose of these examples, Portfolio annual expenses are assumed to continue
  at the rates set forth in the table above. Also, the examples do not include
  the affect 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 the Portfolios. Amounts for state premium taxes or similar
assessments will also be deducted, where applicable.
 
See Appendix B 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 $500. See "Issuance of a
Certificate and Purchase Payments."
 
On the Certificate Issue Date, except as hereafter explained, 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 Guarantee Periods
Fixed Account (or to the General Account Fixed Account if the Participant
resides in a state in which the Guaranteed Periods Fixed Account is not
offered), or to a combination thereof. As previously indicated, if the
Participant resides in a state requiring a refund of all purchase payments under
the "free look" privilege, the initial purchase payment will be allocated to the
Alliance Money Market Portfolio until the expiration of the time period
described under "Allocation of Purchase Payments and Certificate Value"
hereafter. Thereafter, it will be allocated as specified by the Participant.
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
Portfolio. 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. A full
description of the Portfolios and their investment objectives, policies, risks
and expenses can be found in the current Prospectus for the Portfolio, which
accompanies this Prospectus, and the Statement of Additional Information for the
Portfolio which is available upon request. (See Appendix C which contains a
summary of the investment objectives of each Portfolio.)
 
FIXED ACCOUNT INVESTMENT OPTIONS
 
Either a Guarantee Periods Fixed Account or a General Account Fixed Account is
available, depending upon your state of residence.
 
Any amount allocated by the Participant to the Guarantee Periods 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 that
is paid out. Accordingly, the Market Value Adjustment can result in gains or
losses to you.
 
Any amount allocated to the General Account Fixed Account will accrue interest
at a minimum effective annual rate plus such additional excess interest rate
which we may declare from time-to-time.
 
For a more complete discussion of the Fixed Accounts investment option 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 of a Guarantee Periods
Fixed Account to another or into a Subaccount. There are limitations on the
frequency and amounts of transfers from the General Account Fixed Account. 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 from the Guarantee Periods
Fixed Account may be subject to a Market Value Adjustment. See "Total and
Partial Surrenders" 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."
 
CHARGES AND DEDUCTIONS
 
Fortis Benefits deducts daily charges at a rate of .45 % per annum of the value
of the average net assets in the Variable Account for the mortality and expense
risks it assumes. There is also an annual administrative charge each year for
Certificate administration and maintenance. This charge is $30 per year (subject
to any applicable state law limitations) and is deducted on each anniversary of
the
 
                                       6

Certificate Issue Date and upon total surrender of the Certificate. Also, there
may be state premium tax charges deducted from your Certificate Value. See
"Charges and Deductions."
 
ANNUITY PAYMENTS
 
The Certificate 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
 
A Participant may elect during a "free look" period to cancel the Certificate
and receive a refund. See the cover page of this Prospectus.
 
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 may 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 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 64295, St. Paul,
Minnesota, 55164: 1-800-827-5877. 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 1-800-827-5877.
 
Any purchase payment or other communication, except a free-look 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.
 
                                       7

FINANCIAL AND PERFORMANCE INFORMATION
 
The information presented below reflects the Accumulation Unit information for
the available Subaccounts of the Variable Account through December 31, 1997.
 


                          DECEMBER 31, 1996               DECEMBER 31, 1997
                    ------------------------------  -----------------------------
                     ACCUMULATION    ACCUMULATION    ACCUMULATION    ACCUMULATION
                    UNITS IN FORCE    UNIT VALUE    UNITS IN FORCE    UNIT VALUE
                    ---------------  -------------  ---------------  ------------
                                                         
Alliance Money
 Market
 Portfolio........       539,196       $  10.378         649,382      $10.861561
Alliance
 International
 Portfolio........        28,337       $  10.517         245,490      $10.818424
Alliance Premier
 Growth
 Portfolio........        19,611       $  11.803         127,363      $15.729195
American Century
 V.P. Balanced
 Fund.............        10,307       $  10.972          44,869      $12.639353
American Century
 V.P. Capital
 Appreciation
 Fund.............         7,475       $   9.412          15,641      $ 9.061024
Federated US Govt
 Securities.......                                        19,937      $10.704721
Federated High
 Income Bond Fund
 II...............        83,778       $  10.978         207,634      $12.441253
Federated Utility
 Fund II..........        18,507       $  10.748         121,809      $13.550370
Federated American
 Leaders Fund
 II...............        43,455       $  11.395         212,945      $15.012052
Fortis S&P 500
 Index Series.....        20,189       $   9.790         206,843      $12.896250
INVESCO - Variable
 Health
 Sciences.........                                        13,819      $11.006864
INVESCO Variable
 Industrial
 Income...........                                        27,808      $12.136873
INVESCO Variable
 Technology.......                                        14,794      $11.445543
Lexington Natural
 Resources
 Trust............        64,788       $  12.050          90,146      $12.853076
Lexington Emerging
 Markets Fund.....         6,919       $   9.426          77,056      $ 8.299614
MFS Emerging
 Growth Series....       180,147       $  11.335         303,026      $13.756132
MFS High Income
 Series...........        36,197       $  10.912          55,017      $12.342449
MFS World
 Governments
 Series...........         4,084       $  10.411          10,694      $10.248705
Neuberger & Berman
 Limited Maturity
 Bond Portfolio...                                        32,024      $10.497834
Neuberger & Berman
 Partners
 Portfolio........                                        47,329      $12.477670
Montgomery
 Emerging Markets
 Fund.............        17,917       $  10.632          62,541      $10.526513
Montgomery Growth
 Fund.............        70,482       $  12.688         115,144      $16.232262
SAFECO Equity
 Portfolio........        20,103       $   9.778         118,412      $12.151817
SAFECO Growth
 Portfolio........        18,249       $  10.398         255,499      $14.992831
Strong Discovery
 Fund II..........         9,105       $  10.058          21,234      $11.153400
Strong
 International
 Stock Fund II....        34,083       $  10.509          36,546      $ 9.049000
Van Eck Worldwide
 Bond Fund........         3,565       $  10.293          26,552      $10.492666
Van Eck Worldwide
 Hard Assets
 Fund.............        47,229       $   9.992         135,426      $ 9.774884

 
Audited financial statements of the available Subaccounts 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 and
total return figures do not reflect premium tax charges. This makes the
performance shown more favorable.
 
Financial information concerning Fortis Benefits is included in this Prospectus
under "Additional Information About Fortis Benefits" and "Fortis Benefits
Financial Statements."
 
FORTIS BENEFITS/FORTIS FINANCIAL GROUP MEMBER
 
Fortis Benefits Insurance Company, the issuer of the Certificates, was founded
in 1910. At the end of 1996, Fortis Benefits had approximately $94 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 and disability
income products.
 
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
$167 billion in assets as of year-end 1997.
 
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 Variable Account or to the Fixed Account. None of Fortis
Benefits' affiliated companies has any legal obligation to back Fortis Benefits'
obligations under the Certificates.
 
                                       8

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 a number of Subaccounts in the Variable Account. The assets in each
Subaccount are invested exclusively in one of the Portfolios listed on page one
of this Prospectus. 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 and made
available. Correspondingly, if any Portfolios are eliminated, Subaccounts may be
eliminated from the Variable Account.
 
THE PORTFOLIOS
 
Certificate holders may choose from among a number of different Portfolios, each
of which is a mutual fund available for purchase only as a funding vehicle for
benefits under variable life insurance and variable annuities issued by Fortis
Benefits and other life insurance companies. (See Appendix C which contains a
summary of the investment objectives of each Portfolio.) 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. More detailed information for each Portfolio
offered, such as its investment policies and restrictions, charges, risks
attendant to investing in it, and other aspects of its operations, may be found
in the current prospectus for each Portfolio. Such a prospectus for the
Portfolios being considered must accompany this Prospectus and should be read in
conjunction herewith. A copy of each prospectus may be obtained without charge
from Fortis Benefits by calling 1-800-827-5877, or writing P.O. Box 64295, St.
Paul, Minnesota 55164.
 
Fortis Benefits purchases and redeems Portfolios' shares for the Variable
Account at their net asset value without the imposition of any sales or
redemption charges. 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.
 
As indicated, Portfolios may also be available to registered separate accounts
offering variable annuity and variable life products of other participating
insurance companies, as well as to the Variable Account and other separate
accounts of Fortis Benefits. Although Fortis Benefits does not anticipate any
disadvantages to this, there is a possibility that a material conflict may arise
between the interest of the Variable Account and one or more of the other
separate accounts participating in the Portfolios. A conflict may occur due to a
change in law affecting the operations of variable life and variable annuity
separate accounts, differences in the voting instructions of the Participants
and those of other companies, or some other reason. In the event of conflict,
Fortis Benefits will take any steps necessary to protect the Participants and
variable annuity payees.
 
THE FIXED ACCOUNT
 
Interests in either of two different Fixed Accounts are offered by this
Prospectus, depending upon the state of residence of the Certificate applicant:
a Guarantee Periods Fixed Account or a General Account Fixed Account. Both of
these Fixed Accounts are referred to as the Fixed Account elsewhere in this
prospectus where a distinction is not relevant. A Guaranteed Periods Fixed
Account is offered to Certificate applicants in most states. However, in a
limited number of states, a General Account Fixed Account is offered in lieu of
the Guarantee Periods Fixed Account. Applicants should inquire of Fortis
Benefits or their account representative to determine which Fixed Account is
available in their state. Charges under the Certificate are the same as when the
Variable Account is being used, except that the .45% per annum charged for
mortality and expense risk and administrative expenses is not imposed on amounts
of Certificate Value in the Fixed Account.
 
GUARANTEE PERIODS FIXED ACCOUNT
 
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 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 3%.
 
                                       9

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 3%.
 
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
 
For Certificates with allocations to the Guarantee Periods Fixed Account, 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).
 
GENERAL ACCOUNT FIXED ACCOUNT
 
Accounts allocated to the General Account Fixed Account are held in the General
Account of Fortis Benefits. Because of exemptive and exclusionary provisions,
interests in the General Account Fixed Account have not been registered under
the Securities Act of 1933 and the General Account Fixed Account has not been
registered as an investment company under the Investment Company Act of 1940.
Accordingly, neither the General Account Fixed Account nor any interests therein
are subject to the provisions of these acts and, as a result, the staff of the
Securities and Exchange Commission has not reviewed the disclosures in the
Prospectus relating to the General Account Fixed Account. Disclosures regarding
the Fixed Account may, however, be subject to certain generally applicable
provisions of the federal securities laws relating to the accuracy and
completeness of statements made in prospectuses. For Certificates with amounts
allocated to the General Account Fixed Account, this Prospectus is generally
intended to serve as a disclosure document only for the aspects of the
Certificate involving the Variable Account and contains only selected
information regarding the General Account Fixed Account. More information
regarding the General Account Fixed Account may be obtained from Fortis
Benefits' Home Office or from your sales representative.
 
Fortis Benefits guarantees that Certificate Value in the General Account Fixed
Account will accrue interest at an effective annual rate of at least 3%,
independent of the actual investment experience of the General Account. We may,
at our sole discretion, credit higher rates of interest, although we are not
obligated to credit interest in excess of the guaranteed rate of 3% per year.
Any interest rate in excess of 3% per year with respect to any amount in the
General Account Fixed Account pursuant to a Certificate will not be modified
more than once each calendar year. Any higher rate of interest will be quoted at
an effective annual rate. The rate of any excess interest initially or
subsequently credited to any amount can in many cases vary, depending on when
that amount was originally allocated to the General Account Fixed
 
                                       10

Account. Once credited, such interest will be guaranteed and will become part of
Certificate Value in the General Account Fixed Account from which deductions for
fees and charges may be made.
 
GENERAL ACCOUNT FIXED ACCOUNT TRANSFERS
 
Transfers out of the General Account Fixed Account have special limitations.
Prior to the Annuity Commencement Date, Participants may transfer part or all of
the Certificate Value from the General Account Fixed Account to the Variable
Account, provided that (1) no more than one such transfer is made each
Certificate year, (2) no more than 50% of the General Account Fixed Account
Value is transferred at any time (unless the balance in the General Account
Fixed Account after the transfer would be less than $1,000, in which case up to
the entire balance may be transferred), (3) at least $1,000 is transferred at
any one time (or, if less, the entire amount in the General Account Fixed
Account), and (4) you may not make a transfer into the General Account Fixed
Account within six months after a transfer out of such account. Irrespective of
the above, we may in our discretion permit a continuing request for transfer of
lesser specified amounts automatically on a periodic basis. However, we reserve
the right to discontinue or modify any such arrangements at our discretion. No
transfers from the General Account Fixed Account may be made after the Annuity
Commencement Date.
 
INVESTMENTS BY FORTIS BENEFITS
 
Our obligations with respect to the Guarantee Periods Fixed Account and the
General Account 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 both Fixed Accounts 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.
 
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 Advisers, 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 "Guarantee Periods
Fixed Account."
 
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 for Net Purchase Payments
allocated to Guarantee Periods Fixed Accounts and with regard to expected
holding periods for Net Purchase Payments allocated to the General Account Fixed
Account. 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
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."
 
FIXED ACCOUNT VALUE
 
The Certificate's Fixed Account Value on any Valuation Date is the sum of the
Net Purchase Payments allocated to the Fixed Account, plus any transfers from
the Variable Account, plus interest credited to the Fixed Account, less any
surrender charges or annual administrative charges allocated to the Fixed
Account or transfers to the Variable Account.
 
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.
 
                                       11

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 $500. 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.
 
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 for Guarantee Periods Fixed Accounts and the current interest
for General Account Fixed Accounts (subject to the 3% effective annual minimum)
and (b) the Market Value Adjustment for Guarantee Periods Fixed Accounts imposes
investment risks on the Participant.
 
The Certificate's Fixed Account Value on any Valuation Date is equal to the
following amounts, in each case increased by accrued interest:
 
    - The amount of Net Purchase Payments or transferred amounts allocated to
      the Fixed Account; less
 
    - The amount of any transfers or surrenders out of the Fixed Account.
 
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 Fixed Account (and to
Guarantee Periods within the Fixed Account for Certificates issued in states
where the Guarantee Periods Fixed Account is offered), 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 the Fixed Account to one of the
available Subaccounts, or in the case of a Guarantee Periods Fixed Account
transfers from one Guarantee Period to another Guarantee Period, can be made by
the Participant in Written Request
 
                                       12

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 of a Guarantee Period Fixed Account 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." Transfers
of Certificate Value from the General Account Fixed Account are restricted in
both amount and timing. See "Fixed Account -- General Account Fixed Account --
General Account Fixed Account Transfers."
 
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 Fixed Account.
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 associated with a transfer from a Guarantee Period of
the Guarantee Periods Fixed Account, 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
1-800-827-5877.
 
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, plus or minus any
applicable Market Value Adjustment. See "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,
if applicable, 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. If the surrender is
from a Guarantee Period, the amount payable to the Participant will be reduced
by any applicable 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 transfer 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
 
                                       13

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. The death benefit will equal the greater of:
 
(1)  the sum of all Net Purchase Payments made less all prior
     surrenders and any applicable prior negative Market Value Adjustments (in
     the case of a Certificate having a Guarantee Periods Fixed Account), or
 
(2)  the Certificate Value adjusted by any applicable Market Value
     Adjustment (in the case of a Certificate having a Guarantee Periods Fixed
     Account), as of the date used for valuing the death benefit.
 
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 reserve the right to not permit an Annuity
Commencement Date which is on or after the Annuitant's 75th birthday.
 
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 one person is named as an
Annuitant, the Participant 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
 
                                       14

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 3% 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 3% 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 .45%. 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 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.
 
                                       15

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 .45% of the average daily net assets of the Variable Account
(consisting of approximately .30% for mortality risk and approximately .15% 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.
 
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.
 
ANNUAL ADMINISTRATIVE CHARGE
 
A $30 annual administrative charge is deducted each Certificate year from the
Certificate Value on each anniversary of the Certificate Issue Date. (This
charge will be lower to the extent legally required in some states.) 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. We do not anticipate any profit from
this charge. This charge will initially be waived during the Annuity Period,
although Fortis Benefits reserves the right to reinstitute it at any time.
 
The annual administrative charge will be deducted by redemption of Accumulation
Units from each Subaccount of the Variable Account and from the Fixed Account in
the same proportion as the then-current Certificate Value is then allocated
among those alternatives pursuant to the Certificate. If the Certificate is
totally surrendered, the full annual administrative charge will be deducted at
the time of surrender.
 
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.
 
MISCELLANEOUS
 
Because the Variable Account invests in shares of the Portfolios, 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 their
prospectuses.
 
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 3% 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."
 
                                       16

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 Portfolios, 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 or the shares of another investment company or any
      other investment permitted by law.
 
    - To make any changes required by the Internal Revenue Code or by any other
      applicable law in order to continue treatment of the 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 Jack White & Company, an unaffiliated
broker-dealer. The selling activities of Jack White & Company are by means of a
dealer agreement with Fortis Investors, Inc., the principal underwriter of the
Certificates. Fortis Investors and Jack White & Company 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 Jack
White & Company a fee based upon a formula which is not expected to exceed .10%
per annum of the average daily Certificate Value of the Certificates sold by it.
 
Fortis Benefits did not pay any amount to Fortis Investors in 1996 or 1997
associated with distribution of the Certificates. 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.
 
See Note 13 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.
$75,000,000 of interests in the Guarantee Periods 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
 
                                       17

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 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.
 
                                       18

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 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.
 
                                       19

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)                            1997        1996        1995        1994        1993
                                                             ----------  ----------  ----------  ----------  ----------
                                                                                              
INCOME STATEMENT DATA
  Premiums and policy charges..............................  $1,238,006  $1,295,878  $1,232,329  $1,022,446  $  955,053
  Net investment income....................................     228,724     206,023     203,537     162,514     153,657
  Net realized gains (losses) on investment................      41,101      25,731      55,080     (28,815)     73,623
  Other income.............................................      36,458      31,725      33,085      35,958      27,100
                                                             ----------  ----------  ----------  ----------  ----------
    TOTAL REVENUES.........................................  $1,544,289  $1,559,357  $1,524,031  $1,192,103  $1,209,433
                                                             ----------  ----------  ----------  ----------  ----------
                                                             ----------  ----------  ----------  ----------  ----------
  Total benefits and expenses..............................  $1,442,059  $1,470,066  $1,442,270  $1,157,651  $1,100,199
  Federal Income taxes.....................................      35,120      31,099      27,891      11,595      31,090
  Income before cumulative effect of accounting changes....      67,110      58,192      53,870      22,857      78,144
  Net income...............................................      67,110      58,192      53,870      22,857      81,707
 
BALANCE SHEET DATA
  Total assets.............................................  $6,819,484  $5,951,876  $5,143,012  $4,043,914  $3,584,139
  Total liabilities........................................   5,939,378   5,171,203   4,431,914   3,569,717   3,052,231
  Total shareholder's equity...............................     880,106     780,673     711,098     474,197     531,908

 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
 
1997 COMPARED TO 1996
 
FINANCIAL POSITION
 
Total invested assets of Fortis Benefits Insurance Company (the "Company")
increased to $3.3 billion in 1997 compared to $3.1 billion in 1996. As of
December 31, 1997, 96% of the Company's fixed maturity securities consisted of
investment grade bonds. Mortgage loans represent 18.1% of total invested assets
compared to 18.9% in 1996. The Company believes that adequate reserves have been
established for potential delinquencies and foreclosures. The mortgage loan
portfolio consists generally of small loans on commercial properties, dispersed
throughout the United States. The Company's delinquency and foreclosure rate are
well below industry averages.
 
RESULTS OF OPERATIONS
 
REVENUES
 
The Company's major products are group medical, group disability and dental,
group life, and annuity and individual life insurance coverages sold through a
network of independent agents and brokers. Total group medical, group disability
and dental, group life, and annuity and individual life premiums represented
37%, 35%, 21% and 7% respectively of total premium in 1997 and 45%, 30%, 19% and
6% respectively in 1996. The decrease in group medical premium is the result of
a decision in 1996 to discontinue new sales of certain medical products.
 
The Company continues to match investment portfolio composition to liquidity
needs and capital requirements. Changes in interest rates during 1997, 1996, and
1995 resulted in recognition of realized gains and losses.
 
BENEFITS
 
Policyholder benefit to premium ratio decreased from 84% in 1996 to 82% in 1997,
as a result of general improved experience. The primary improvement was in the
group life business which experienced these mortality declines consistently
throughout 1997. Annuity and individual life also experienced lower mortality
experience in 1997 in addition to higher interest crediting on the Company's
steadily increasing policy base of interest sensitive and investment products.
Group medical, group disability and dental, group life, and annuity and
individual life benefit to premium ratio was 77%, 82%, 76% and 124% respectively
in 1997 and 78%, 84%, 86%, and 131% respectively in 1996.
 
EXPENSES
 
The Company's general and administrative expense to premium ratio has increased
in 1997 to 17.5% from 15.3% in 1996. Enabling the application systems to be Year
2000 compliant and managed dental initiatives are the primary reasons for this
increase. Included in the
 
                                       20

managed dental initiative expense is an $13.5 million write-off of the expenses
incurred on behalf of a company that provides the managed care services.
 
Commission rates have increased from the levels in 1996. This is primarily due
to changes in the mix of business by product lines as well as the change in
first year versus renewal premiums.
 
YEAR 2000
 
The Year 2000 issue is the result of computer programs having been written using
two digits rather than four to define a year. Any programs that have
time-sensitive software may recognize a date using "00" as the year 1900 rather
than 2000. This could result in the failure of major systems or miscalculations,
which could have a material impact on the operations of the Company and any of
its businesses or subsidiaries. All of the Company's major businesses are
heavily dependent upon internal computer systems, and many have significant
interaction with systems of third parties.
 
A comprehensive review of the Company's computer systems and business processes
has been conducted to identify the major systems that could be affected by the
Year 2000 issue. Steps are being taken to resolve any potential problems
including modification to existing software and the purchase of new software.
These measures are scheduled to be completed and tested on a timely basis. The
Company's goal is to complete internal remediation and testing of each system by
early 1999.
 
Factors that could influence the total costs to be incurred by the Company in
connection with the Year 2000 issue include the ability of the Company to
successfully identify systems containing two-digit year codes, the nature and
amount of programming required to fix the affected programs, the related labor
and consulting costs for such remediation, and the ability of third parties that
interface with the Company to successfully address their Year 2000 issues.
 
The Company is evaluating the Year 2000 readiness of advisors and other third
parties whose system failures could have an impact on the Company's operations.
The potential materiality of any such impact is not entirely know at this time.
The Company is closely monitoring these entities to avoid any unforeseen
circumstances.
 
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.
 
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.
 
CASH FLOW AND LIQUIDITY
 
The market value of cash, short-term investments and publicly traded bonds and
stocks is at least equal to all policyholder reserves and liabilities. The
Company's portfolio is readily marketable and convertible to cash to a degree
sufficient to provide for short-term needs. The Company expects its operating
activities to continue to meet its capital resource needs. The Company
consistently monitors its liability durations and invests assets accordingly.
The Company has no material commitments or off-balance sheet financing
arrangements which would reduce sources of funds in the upcoming year.
 
The National Association of Insurance Commissioners' risk-based capital formula
helps to establish guidelines for capital levels. At December 31, 1997, the
Company's capital exceeded the minimum recommended risk-based capital level.
 
                                       21

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.
 
                                       22

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, 45        Senior Vice President--Marketing and Sales; also
Director since 1995         officer of affiliated companies.
Robert Brian Pollock, 43    President and Chief Executive Officer; before then
Director Since 1988         Senior Vice President--Life and Disability.
Thomas Michael Keller, 50   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
J. Kerry Clayton, 52        Executive Vice President of Fortis, Inc.
Director Since 1997
Arie Aristide Fakkert, 54   Assistant General Manager of Fortis International
Director Since 1987         N.V.
EXECUTIVE OFFICERS
Rhonda Schwartz, 39         Senior Vice President and General Counsel--Life and
                            Investment Products; before then secretary and
                            General Counsel of Fortis Inc.
Michael John Peninger, 43   Senior Vice President and Chief Financial Officer
Jon H. Nicholson, 48        Senior Vice President--Custom Solutions Group.
Peggy L. Ettestad, 40       Senior Vice President--Life Operations; before that
                            Vice President of General Electric Company.
Melinda S. Urion, 44        Senior Vice President--Chief Financial Officer since
                            1997; before then Senior Vice President-- Finance &
                            CFO of American Express Financial Corporation.
Dickson W. Lewis, 49        Senior Vice President--Distribution and Marketing
                            since 1997; before then President of Hedstrom/
                            Blessing Marketing.

 
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.
 
                                       23

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                           ALL OTHER
        NAME AND PRINCIPAL POSITION            YEAR      SALARY      BONUS      COMPENSATION       LTIP PAYOUTS     COMPENSATION (1)
- -------------------------------------------  ---------  ---------  ---------  -----------------  -----------------  ---------------
                                                                                                  
Robert B. Pollock                                 1997  $ 275,000  $  56,817      $       0          $       0         $  15,762
 President and Chief Executive Officer            1996    215,000     69,660              0                  0            15,318
                                                  1995    215,000     84,000              0                  0            14,851
- -----------------------------------------------------------------------------------------------------------------------------------
Francis J. Guthrie                                1997    235,000    140,388              0                  0            15,762
 Executive Vice President                         1996     88,125          0              0                  0            12,279
                                                  1995        N/A        N/A              0                  0                 0
- -----------------------------------------------------------------------------------------------------------------------------------
Debra Foss                                        1997    160,000     63,100              0                  0            13,386
 Sr. Vice President--                             1996    150,000     15,100              0                  0             1,500
 Human Resources                                  1995     37,500      5,000              0                  0       NOT ELIGIBLE
- -----------------------------------------------------------------------------------------------------------------------------------
William D. Greiter                                1997    187,000     48,195              0                  0            14,112
 Senior Vice President--                          1996    178,500     48,195              0                  0            12,829
 Provider Markets                                 1995    170,000     38,808              0                  0            12,528
- -----------------------------------------------------------------------------------------------------------------------------------
Michael John Peninger                             1997    200,000     31,194              0                  0            13,872
 Senior Vice President and                        1996    165,000     51,975              0                  0            13,018
 Chief Financial Officer                          1995    165,000     39,150              0                  0            12,249

 
- ------------------------
(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.
 
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..................................       348 Units         3 years      0 Units    348 Units  1,044 Units
Francis J. Guthrie.................................       174 Units         3 years      0 Units    174 Units    522 Units
Debra Foss.........................................         0 Units         3 years      0 Units      0 Units      0 Units
William D. Greiter.................................       184 Units         3 years      0 Units    184 Units    552 Units
Michael John Peninger..............................       178 Units         3 years      0 Units    178 Units    534 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
 
                                       24

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
$63,740.
 
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...................    $15,078  $  22,617  $  30,156  $  37,695  $  45,234  $  52,772
 150,000...................     18,328     27,492     36,656     45,820     54,984     64,147
 175,000...................     21,578     32,367     43,156     53,945     64,734     75,522
 200,000...................     24,828     37,242     49,656     62,070     74,484     86,897
 225,000...................     28,078     42,117     56,156     70,195     84,234     98,272
 250,000...................     30,695     46,042     61,389     76,737     92,084    107,432
 275,000+..................     31,163     46,744     62,326     77,907     93,489    109,070

 
- ------------------------
*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: 18, 4, 2, 14, and 13, 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 the Portfolios in proportion
to instructions received from the persons having the voting interest in the
Certificate as of the record date for the corresponding Portfolio 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 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 the
Portfolios, 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 Portfolio shareholders.
 
LEGAL MATTERS
 
The legality of the Certificates described in this Prospectus has been passed
upon by David A. Peterson, Esquire, Assistant General Counsel
 
                                       25

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.
 
                                       26

REPORT OF INDEPENDENT AUDITORS
 
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, 1997 and 1996, 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, 1997.  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, 1997 and 1996, and the results of its operations and its
cash  flows for each  of three years in  the period ended  December 31, 1997, in
conformity with generally accepted accounting principles.
 
                                                    /s/ Ernst & Young, LLP
Minneapolis, Minnesota
February 27, 1998
 
                                      F-1

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


                                                                                             DECEMBER 31
                                                                                         --------------------
                                                                                           1997       1996
                                                                                         ---------  ---------
                                                                                              
ASSETS
Investments:
  Fixed maturities, at fair value (amortized cost 1997--$2,325,589;
   1996--$2,078,438)...................................................................  $2,415,915 $2,115,499
  Equity securities, at fair value (cost 1997--$88,719; 1996--$84,144).................    109,832    106,290
  Mortgage loans on real estate, less allowance for possible losses (1997--$11,085;
   1996--$9,697).......................................................................    602,064    582,869
  Policy loans.........................................................................     68,566     60,722
  Short-term investments...............................................................     70,537    182,817
  Real estate and other investments....................................................     55,035     29,628
                                                                                         ---------  ---------
                                                                                         3,321,949  3,077,825
 
Cash and cash equivalents..............................................................      9,901     20,474
 
Receivables:
  Uncollected premiums.................................................................     74,220     71,386
  Reinsurance recoverable on unpaid and paid losses....................................     13,852     12,939
  Other................................................................................     19,762      9,045
                                                                                         ---------  ---------
                                                                                           107,834     93,370
Accrued investment income..............................................................     47,376     39,519
Deferred policy acquisition costs......................................................    291,742    268,075
Property and equipment at cost, less accumulated depreciation..........................     42,773     52,882
Deferred federal income taxes..........................................................     15,037     17,008
Other assets...........................................................................      4,250      8,005
Assets held in separate accounts.......................................................  2,978,622  2,374,718
                                                                                         ---------  ---------
TOTAL ASSETS...........................................................................  $6,819,484 $5,951,876
                                                                                         ---------  ---------
                                                                                         ---------  ---------

 
                            See accompanying notes.
 
                                      F-2

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


                                                                                             DECEMBER 31
                                                                                         --------------------
                                                                                           1997       1996
                                                                                         ---------  ---------
                                                                                              
POLICY RESERVES, LIABILITIES AND SHAREHOLDER'S EQUITY
POLICY RESERVES AND LIABILITIES:
  Future policy benefit reserves:
    Traditional life insurance.........................................................  $ 449,017  $ 434,378
    Interest sensitive and investment products.........................................  1,264,227  1,175,480
    Accident and health................................................................    792,249    834,119
                                                                                         ---------  ---------
                                                                                         2,505,493  2,443,977
  Unearned revenues....................................................................     10,653     12,622
  Other policy claims and benefits payable.............................................    260,596    191,940
  Policyholder dividends payable.......................................................      8,197      8,783
                                                                                         ---------  ---------
                                                                                         2,784,939  2,657,322
 
  Debt.................................................................................     26,433         --
  Accrued expenses.....................................................................     49,909     42,223
  Current income taxes payable.........................................................     10,549     17,424
  Other liabilities....................................................................    113,222    104,834
  Due to affiliates....................................................................      6,925      4,926
  Liabilities related to separate accounts.............................................  2,947,401  2,344,474
                                                                                         ---------  ---------
TOTAL POLICY RESERVES AND LIABILITIES..................................................  5,939,378  5,171,203
 
SHAREHOLDER'S EQUITY:
  Common Stock, $5 par value:
    Authorized, issued and outstanding shares--1,000,000...............................      5,000      5,000
  Additional paid-in capital...........................................................    468,000    468,000
  Retained earnings....................................................................    332,723    265,613
  Unrealized gains on investments, net.................................................     68,981     36,290
  Unrealized gains on assets held in separate accounts, net............................      5,402      5,770
                                                                                         ---------  ---------
TOTAL SHAREHOLDER'S EQUITY.............................................................    880,106    780,673
                                                                                         ---------  ---------
TOTAL POLICY RESERVES, LIABILITIES AND SHAREHOLDER'S EQUITY............................  $6,819,484 $5,951,876
                                                                                         ---------  ---------
                                                                                         ---------  ---------

 
                            See accompanying notes.
 
                                      F-3

FORTIS BENEFITS INSURANCE COMPANY
STATEMENTS OF INCOME
(IN THOUSANDS)
 


                                                                                     YEAR ENDED DECEMBER 31
                                                                                --------------------------------
                                                                                   1997       1996       1995
                                                                                ----------  ---------  ---------
                                                                                              
REVENUES
  Insurance operations:
    Traditional life insurance premiums.......................................  $  269,540  $ 258,496  $ 251,353
    Interest sensitive and investment product policy charges..................      77,429     63,336     46,076
    Accident and health insurance premiums....................................     891,037    974,046    934,900
                                                                                ----------  ---------  ---------
                                                                                 1,238,006  1,295,878  1,232,329
 
  Net investment income.......................................................     228,724    206,023    203,537
  Net realized gains on investments...........................................      41,101     25,731     55,080
  Other income................................................................      36,458     31,725     33,085
                                                                                ----------  ---------  ---------
    TOTAL REVENUES............................................................   1,544,289  1,559,357  1,524,031
 
BENEFITS AND EXPENSES
  Benefits to policyholders:
    Traditional life insurance................................................     204,497    220,227    202,911
    Interest sensitive investment products....................................     103,077     90,358     73,676
    Accident and health claims................................................     707,113    778,439    769,588
                                                                                ----------  ---------  ---------
                                                                                 1,014,687  1,089,024  1,046,175
 
Policyholder dividends........................................................       2,935      4,169      4,305
Amortization of deferred policy acquisition costs.............................      43,931     39,325     41,291
Insurance commissions.........................................................     107,378     94,723     95,559
General and administrative expenses...........................................     273,128    242,825    254,940
                                                                                ----------  ---------  ---------
    TOTAL BENEFITS AND EXPENSES...............................................   1,442,059  1,470,066  1,442,270
                                                                                ----------  ---------  ---------
Income before federal income taxes............................................     102,230     89,291     81,761
Federal income taxes..........................................................      35,120     31,099     27,891
                                                                                ----------  ---------  ---------
NET INCOME....................................................................  $   67,110  $  58,192  $  53,870
                                                                                ----------  ---------  ---------
                                                                                ----------  ---------  ---------

 
                            See accompanying notes.
 
                                      F-4

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


                                                                                                     UNREALIZED
                                                                                    UNREALIZED          GAINS
                                                                                       GAINS         (LOSSES) ON
                                                        ADDITIONAL                  (LOSSES) ON    ASSETS HELD IN
                                             COMMON       PAID-IN     RETAINED     INVESTMENTS,       SEPARATE
                                              STOCK       CAPITAL     EARNINGS          NET         ACCOUNTS, NET     TOTAL
                                           -----------  -----------  -----------  ---------------  ---------------  ---------
                                                                                                  
Balance, January 1, 1995.................   $   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 (losses) on
 investments, net........................          --           --           --        131,039               --       131,039
Change in unrealized gains (losses) on
 assets held in separate accounts, 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 (losses) on
 investments, net........................          --           --           --        (51,841)              --       (51,841)
Change in unrealized gains (losses) on
 assets held in separate accounts, net...          --           --           --             --            3,224         3,224
                                           -----------  -----------  -----------       -------           ------     ---------
Balance, December 31, 1996...............       5,000      468,000      265,613         36,290            5,770       780,673
Net income...............................          --           --       67,110             --               --        67,110
Change in unrealized gains (losses) on
 investments, net........................          --           --           --         32,691               --        32,691
Change in unrealized gains (losses) on
 assets held in separate account, net....          --           --           --             --             (368)         (368)
                                           -----------  -----------  -----------       -------           ------     ---------
Balance, December 31, 1997...............   $   5,000    $ 468,000    $ 332,723      $  68,981        $   5,402     $ 880,106
                                           -----------  -----------  -----------       -------           ------     ---------
                                           -----------  -----------  -----------       -------           ------     ---------

 
                            See accompanying notes.
 
                                      F-5

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


                                                                                  YEAR ENDED DECEMBER 31
                                                                           -------------------------------------
                                                                               1997         1996        1995
                                                                           ------------  ----------  -----------
                                                                                            
OPERATING ACTIVITIES
  Net income.............................................................  $     67,110  $   58,192  $    53,870
  Adjustments to reconcile net income to net cash provided by operating
   activities:
    (Decrease)/increase in future policy benefit reserves for
     traditional, interest sensitive and accident and health policies....        (2,496)     26,193       80,478
    Increase in other policy claims and benefits and policyholder
     dividends payable...................................................        68,070      18,638       27,676
    Provision for deferred federal income taxes..........................        (6,449)     (1,094)     (13,584)
    (Decrease)/increase in income taxes payable..........................        (6,875)     12,049        1,023
    Amortization of deferred policy acquisition costs....................        43,931      39,325       41,291
    Policy acquisition costs deferred....................................       (69,694)    (66,515)     (56,391)
    Provision for mortgage loan losses...................................         1,388       1,344          924
    Provision for depreciation...........................................        14,351      17,312       15,654
    Write-off of investment..............................................         3,000          --           --
    Amortization of investment (discounts) premiums, net.................          (466)      1,821         (239)
    Change in receivables, accrued investment income, unearned premiums,
     accrued expenses and other liabilities..............................        (2,720)     38,614        3,427
    Net realized gains on investments....................................       (41,101)    (25,731)     (55,080)
    Other................................................................       (12,496)       (261)      (2,431)
                                                                           ------------  ----------  -----------
        NET CASH PROVIDED BY OPERATING ACTIVITIES........................        55,553     119,887       96,618
 
INVESTING ACTIVITIES
  Purchases of fixed maturity investments................................    (3,611,770) (2,778,352)  (2,151,133)
  Sales or maturities of fixed maturity investments......................     3,378,898   2,652,887    2,000,068
  Decrease (increase) in short-term investments..........................       112,280     (29,318)     (35,908)
  Purchases of other investments.........................................      (209,771)   (210,182)    (240,264)
  Sales of other investments.............................................       205,084     163,569      112,598
  Purchases of property and equipment....................................        (4,242)    (10,992)     (19,975)
  Other..................................................................          (617)         --        1,229
                                                                           ------------  ----------  -----------
        NET CASH USED IN INVESTING ACTIVITIES............................      (130,138)   (212,388)    (333,385)
 
FINANCING ACTIVITIES
  Activities related to investment products:
    Considerations received..............................................       200,760     128,446      187,484
    Surrenders and death benefits........................................      (190,361)   (125,274)     (60,522)
    Interest credited to policyholders...................................        53,613      49,802       48,918
  Additional paid-in capital from shareholder............................            --      60,000       50,000
                                                                           ------------  ----------  -----------
        NET CASH PROVIDED BY FINANCING ACTIVITIES........................        64,012     112,974      225,880
                                                                           ------------  ----------  -----------
(Decrease) increase in cash and cash equivalents.........................       (10,573)     20,473      (10,887)
        CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR...................        20,474           1       10,888
                                                                           ------------  ----------  -----------
        CASH AND CASH EQUIVALENTS AT END OF YEAR.........................  $      9,901  $   20,474  $         1
                                                                           ------------  ----------  -----------
                                                                           ------------  ----------  -----------

 
                            See accompanying notes.
 
                                      F-6

NOTES TO FINANCIAL STATEMENTS
FORTIS BENEFITS INSURANCE COMPANY
 
DECEMBER 31, 1997
 
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.
 
BASIS OF STATEMENT PRESENTATION
 
The  preparation of financial  statements in conformity  with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying  notes.
Actual results could differ from those estimates.
 
The  Company follows  generally accepted  accounting principles  which differ in
certain respects from statutory accounting practices prescribed or permitted  by
regulatory authorities. The more significant of these principles are:
 
REVENUE RECOGNITION AND FUTURE POLICY BENEFIT RESERVES
 
Premiums for traditional life insurance are recognized as revenues when due over
the  premium-paying  period. Reserves  for future  policy benefits  are computed
using the net level method and include investment yield, mortality,  withdrawal,
and  other assumptions based on the  Company's experience, modified as necessary
to reflect anticipated trends and to include provisions for possible unfavorable
deviations.
 
Revenues for  interest  sensitive and  investment  products consist  of  charges
assessed  against  policy account  balances during  the period  for the  cost of
insurance, policy administration, and  surrender charges. Future policy  benefit
reserves  are computed  under the  retrospective deposit  method and  consist of
policy account  balances before  applicable surrender  charges. Policy  benefits
charged  to expense during the  period include amounts paid  in excess of policy
account balances  and interest  credited to  policy account  balances.  Interest
crediting  rates for universal life and  investment products ranged from 2.5% to
8.75% in 1997 and 1996.
 
Premiums for accident and health insurance products, including medical, long and
short-term disability and dental insurance products, are recognized as  revenues
ratably over the contract period in proportion to the risk insured. Reserves for
future  disability benefits are based on the 1964 Commissioners Disability Table
at 6% interest. Calculated reserves are  modified based on the Company's  actual
experience.
 
CLAIMS AND BENEFITS PAYABLE
 
Other  policy  claims and  benefits payable  for reported  and incurred  but not
reported claims  and related  claims adjustment  expenses are  determined  using
case-basis  estimates and past experience. The  methods of making such estimates
and establishing the related liabilities  are continually reviewed and  updated.
Any adjustments resulting therefrom are reflected in income currently.
 
DEFERRED POLICY ACQUISITION COSTS
 
The costs of acquiring new business, which vary with and are directly related to
the  production  of new  business, are  deferred to  the extent  recoverable and
amortized. For traditional  life insurance  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.  Estimation of  future gross  profits requires
significant management judgment and are reviewed periodically. As excess amounts
of deferred costs  over future premiums  or gross profits  are identified,  such
excess amounts are expensed.
 
INVESTMENTS
 
The  Company's investment strategy is developed  based on many factors including
insurance liability  matching,  rate  of  return,  maturity,  credit  risk,  tax
considerations and regulatory requirements.
 
All  fixed  maturity  investments  and  all  marketable  equity  securities  are
classified as available-for-sale and carried at fair value.
 
Changes in fair values of available-for-sale securities, after related  deferred
income  taxes and after adjustment for the changes in pattern of amortization of
deferred policy acquisition costs  and participating policyholder dividends  are
reported  directly  in  shareholder's  equity as  unrealized  gains  (losses) on
investments and,  accordingly, have  no  effect on  net income.  The  unrealized
appreciation  or  depreciation  is  net  of  deferred  policy  acquisition  cost
amortization and taxes that would  have been required as  a charge or credit  to
income had such unrealized amounts been realized.
 
Mortgage loans constitute first liens on commercial real estate and other income
producing properties. The insurance statutes in Minnesota generally require that
the  initial  principal loaned  not exceed  80%  of the  appraised value  of the
property securing  the  loan. The  Company's  policy fully  complies  with  this
statute.  Mortgage loans on real estate are reported at unpaid balance, adjusted
for amortization of premium or discount, less allowance for possible losses. The
change in the allowance for possible losses is recorded with realized gains  and
losses on investments.
 
Policy loans are reported at their unpaid balance. Short term investments are at
cost which approximates fair value.
 
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.
 
                                      F-7

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
1.  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
PROPERTY AND EQUIPMENT
 
Property and equipment are recorded  at cost less accumulated depreciation.  The
Company  provides for depreciation principally  on the straight-line method over
the estimated useful lives of the related property.
 
INCOME TAXES
 
Income taxes have been  provided using the liability  method 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
 
Revenues and expenses related to the separate account assets and liabilities, to
the extent of benefits paid, are provided to the separate account  policyholders
and  are excluded  from the amounts  reported in the  accompanying statements of
operations.
 
Assets and liabilities associated with the separate accounts relate to  deposits
and  annuity considerations for variable life and annuity products for which the
contract holder, rather than  the Company, bears  the investment risk.  Separate
account assets are reported at fair value.
 
GUARANTY FUND ASSESSMENTS
 
There  are a number  of insurance companies that  are currently under regulatory
supervision. This  may  result in  future  assessments by  state  guaranty  fund
associations  to  cover losses  to policyholders  of insolvent  or rehabilitated
companies. These assessments can be  partially recovered through a reduction  in
future  premium taxes  in some  states. The  Company believes  it has adequately
provided for the impact of future assessments.
 
STATEMENTS OF CASH FLOWS
 
The Company  considers  investments  with  a  maturity  at  the  date  of  their
acquisition of three months or less to be cash equivalents. These securities are
carried principally at amortized cost which approximates fair value.
 
NEW FINANCIAL ACCOUNTING STANDARDS
 
In  June 1997, the  FASB issued SFAS No.  130, "Reporting Comprehensive Income."
SFAS No. 130 defines the financial  statement presentation for all changes in  a
company's  equity during  a period  except those  resulting from  investments by
owners and distributions to owners. SFAS No. 130 will be adopted by the  Company
in  the  first quarter  of 1998.  Because the  statement is  merely a  change in
presentation, the Company does not expect the adoption of this statement to have
a significant impact on the financial statements.
 
RECLASSIFICATIONS
 
Certain amounts in the 1996 and 1995 financial statements have been reclassified
to conform to the 1997 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  estimated
present value of future profits on the lines of business acquired at the date of
acquisition  and have  been accounted for  as deferred  policy acquisition costs
(see Note 4).
 
                                      F-8

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
3.  INVESTMENTS
AVAILABLE-FOR-SALE SECURITIES
 
The following is a summary of the available-for-sale securities (in thousands):
 


                                                              GROSS     GROSS
                                                 AMORTIZED   UNREALIZED UNREALIZED
                                                    COST       GAIN      LOSS    FAIR VALUE
                                                 ----------  --------  --------  ----------
                                                                     
December 31, 1997:
  Fixed maturities:
  Governments..................................  $  228,856  $ 8,698   $    30   $  237,524
  Public utilities.............................     121,128    4,217        13      125,332
  Industrial and miscellaneous.................   1,932,894   77,442     1,625    2,008,711
  Other........................................      42,711    1,637        --       44,348
                                                 ----------  --------  --------  ----------
  Total fixed maturities.......................   2,325,589   91,994     1,668    2,415,915
  Equity securities............................      88,719   24,769     3,656      109,832
                                                 ----------  --------  --------  ----------
    Total......................................  $2,414,308  $116,763  $ 5,324   $2,525,747
                                                 ----------  --------  --------  ----------
                                                 ----------  --------  --------  ----------
December 31, 1996:
Fixed maturities:
  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 maturities.......................   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
                                                 ----------  --------  --------  ----------
                                                 ----------  --------  --------  ----------

 
The amortized cost  and fair  value of available-for-sale  investments in  fixed
maturities  at December 31,  1997, by contractual maturity,  are shown below (in
thousands).
 


                                                                        AMORTIZED
                                                                           COST     FAIR VALUE
                                                                        ----------  ----------
                                                                              
Due in one year or less...............................................  $   75,748  $   76,109
Due after one year through five years.................................     849,193     865,006
Due after five years through ten years................................     543,847     562,900
Due after ten years...................................................     856,801     911,900
                                                                        ----------  ----------
Total.................................................................  $2,325,589  $2,415,915
                                                                        ----------  ----------
                                                                        ----------  ----------

 
Expected maturities will  differ from contractual  maturities because  borrowers
may  have  the right  to  call or  prepay obligations  with  or without  call or
prepayment penalties.
 
MORTGAGE LOANS
 
The  Company  has  issued  commercial  mortgage  loans  on  properties   located
throughout  the  United States.  Approximately 37%  of outstanding  principal is
concentrated in the states of New York, California and Florida, at December  31,
1997  as compared to concentrated interests in California, Texas and New York of
36% at December 31,  1996. Loan commitments  outstanding totaled $34,235,000  at
December 31, 1997.
 
INVESTMENTS ON DEPOSIT
 
The  Company  had  fixed  maturities carried  at  $2,548,000  and  $2,537,000 at
December 31, 1997 and 1996,  respectively, on deposit with various  governmental
authorities as required by law.
 
INVESTMENT IN MANAGED DENTAL INITIATIVE
 
In  1997, the Company  acquired a 99%  ownership in a  managed dental initiative
called Dental Health Alliance,  Inc. (DHA). Based on  an analysis of future  DHA
profitability,  the entire investment was written-off  at December 31, 1997. The
income statement  reflects $13,561,000  of general  and administrative  expenses
related to 1997 DHA losses and ownership write-off.
 
                                      F-9

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
3.  INVESTMENTS (CONTINUED)
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):
 


                                                                       1997       1996       1995
                                                                     ---------  ---------  ---------
                                                                                  
Change in unrealized gains (losses) before adjustments.............  $  53,239  $ (83,065) $ 214,452
Adjustments:
Increase) decrease in amortization of deferred policy acquisition
 costs.............................................................     (2,096)     3,376     (9,789)
Deferred income taxes (expense) benefit............................    (18,820)    31,072    (71,632)
                                                                     ---------  ---------  ---------
Change in net unrealized gains (losses)............................     32,323    (48,617)   133,031
Net unrealized gains (losses), beginning of year...................     42,060     90,677    (42,354)
                                                                     ---------  ---------  ---------
Net unrealized gains, end of year..................................  $  74,383  $  42,060  $  90,677
                                                                     ---------  ---------  ---------
                                                                     ---------  ---------  ---------

 
NET INVESTMENT INCOME AND NET REALIZED GAINS ON INVESTMENTS
 
Major categories of net investment income and realized gains on investments  for
each year were as follows (in thousands):
 


                                                                       1997       1996       1995
                                                                     ---------  ---------  ---------
                                                                                  
NET INVESTMENT INCOME
Fixed maturities...................................................  $ 160,444  $ 141,973  $ 139,062
Equity securities..................................................      9,306      6,682      2,026
Mortgage loans on real estate......................................     54,662     52,949     49,227
Policy loans.......................................................      4,144      3,195      2,797
Short-term investments.............................................      2,851      5,175     11,863
Real estate and other investments..................................      4,635      5,358      4,750
                                                                     ---------  ---------  ---------
                                                                       236,042    215,332    209,725
Expenses...........................................................     (7,318)    (9,309)    (6,188)
                                                                     ---------  ---------  ---------
                                                                     $ 228,724  $ 206,023  $ 203,537
                                                                     ---------  ---------  ---------
                                                                     ---------  ---------  ---------
NET REALIZED GAINS ON INVESTMENTS
Fixed maturities...................................................  $  13,827  $   3,334  $  50,393
Equity securities..................................................     26,760     18,281      2,830
Mortgage loans on real estate......................................        301       (144)      (242)
Short-term investments.............................................         --         57         (3)
Real estate and other investments..................................        213      4,203      2,102
                                                                     ---------  ---------  ---------
                                                                     $  41,101  $  25,731  $  55,080
                                                                     ---------  ---------  ---------
                                                                     ---------  ---------  ---------

 
Proceeds  from  sales of  investments in  fixed maturities  were $3,360,682,000,
$2,652,887,000, and $2,000,068,000 in 1997,  1996 and 1995, respectively.  Gross
gains   of  $30,860,000,  $28,606,000  and   $61,070,000  and  gross  losses  of
$17,033,000, $25,272,000, and $10,677,000  were realized on  the sales in  1997,
1996 and 1995, 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, 1996.......................   $  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 losses on
 available-for-sale securities.................          --          3,376             --       3,376
                                                 -----------  ---------------  -----------  ---------
Balance, January 1, 1997.......................      33,157        221,036         13,882     268,075
Acquisition costs deferred.....................      37,857         31,837             --      69,694
Acquisition costs amortized....................     (20,738)       (14,501)        (8,692)    (43,931)
Increased amortization of deferred acquisition
 costs from unrealized gains on
 available-for-sale securities.................          --         (2,096)            --      (2,096)
                                                 -----------  ---------------  -----------  ---------
Balance, December 31, 1997.....................   $  50,276      $ 236,276      $   5,190   $ 291,742
                                                 -----------  ---------------  -----------  ---------
                                                 -----------  ---------------  -----------  ---------

 
                                      F-10

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
4.    DEFERRED POLICY ACQUISITION COSTS (CONTINUED)
Included within total deferred policy acquisition costs at December 31, 1997  is
$10,434,000 of present value of future profits (PVP) resulting from acquisitions
accounted for as a purchase. All remaining PVP will be amortized in 1998.
 
During  1997,  1996  and  1995,  the Company  sold  portions  of  its investment
portfolio and  in accordance  with FASB  Statement 97,  the recognition  of  the
realized  net  capital gains  resulted  in additional  amortization  of deferred
acquisition costs  of  $732,000,  $1,894,000 and  $4,825,000,  respectively.  In
addition,  the Company recorded policyholder  dividends payable of $1,095,000 in
1995.
 
5.  PROPERTY AND EQUIPMENT
    A summary of property and equipment at December 31 for each year follows (in
thousands):
 


                                                                                1997       1996
                                                                              ---------  ---------
                                                                                   
Land........................................................................  $   1,900  $   1,900
Building and improvements...................................................     24,148     25,133
Furniture and equipment.....................................................     87,537     95,370
                                                                              ---------  ---------
                                                                                113,585    122,403
Less accumulated depreciation...............................................    (70,812)   (69,521)
                                                                              ---------  ---------
Net property and equipment..................................................  $  42,773  $  52,882
                                                                              ---------  ---------
                                                                              ---------  ---------

 
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
                                                                     -------------------------------
                                                                       1997       1996       1995
                                                                     ---------  ---------  ---------
                                                                                  
Balance as of January 1, net of reinsurance recoverables...........  $ 947,711  $ 928,832  $ 838,810
Add: Incurred losses related to:
  Current year.....................................................    773,316    865,907    827,261
  Prior years......................................................    (59,634)   (64,094)   (28,520)
                                                                     ---------  ---------  ---------
    Total incurred losses..........................................    713,682    801,813    798,741
Deduct: Paid losses related to:
  Current year.....................................................    437,405    549,144    492,460
  Prior years......................................................    235,952    233,790    216,259
                                                                     ---------  ---------  ---------
    Total paid losses..............................................    673,357    782,934    708,719
                                                                     ---------  ---------  ---------
Balance as of December 31, net of reinsurance recoverables.........  $ 988,036  $ 947,711  $ 928,832
                                                                     ---------  ---------  ---------
                                                                     ---------  ---------  ---------

 
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 and a
reduction of loss reserves  due to lower than  anticipated inflation in  medical
costs.
 
Management  has incorporated the favorable  reserve development into its current
estimates of reserve  levels. Accordingly,  future development  on December  31,
1997 reserves is not expected to be as favorable as that experienced in the past
two years.
 
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.
 
                                      F-11

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, 1997 and 1996 are as follows (in thousands):
 


                                                                                1997       1996
                                                                              ---------  ---------
                                                                                   
Deferred tax assets:
  Separate account assets/liabilities.......................................  $  56,620  $  40,989
  Reserves..................................................................     43,143     51,271
  Claims and benefits payable...............................................     15,238      7,764
  Accrued liabilities.......................................................      8,785      8,439
  Investments...............................................................      4,795      2,648
  Other.....................................................................      3,042      1,549
                                                                              ---------  ---------
    Total deferred tax assets...............................................    131,623    112,660
 
Deferred tax liabilities:
  Deferred policy acquisition costs.........................................     72,369     67,850
  Unrealized gains..........................................................     39,015     20,402
  Fixed assets..............................................................      3,914      3,110
  Investments...............................................................      1,220      1,942
  Other.....................................................................         68      2,348
                                                                              ---------  ---------
    Total deferred tax liabilities..........................................    116,586     95,652
                                                                              ---------  ---------
    Net deferred tax asset..................................................  $  15,037  $  17,008
                                                                              ---------  ---------
                                                                              ---------  ---------

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


                                                                         1997       1996       1995
                                                                       ---------  ---------  ---------
                                                                                    
Current..............................................................  $  41,569  $  32,193  $  39,660
Deferred.............................................................     (6,449)    (1,094)   (11,769)
                                                                       ---------  ---------  ---------
                                                                       $  35,120  $  31,099  $  27,891
                                                                       ---------  ---------  ---------
                                                                       ---------  ---------  ---------

 
Federal income tax payments and refunds resulted in net payments of $58,859,000,
$16,434,000, and $40,453,000 in 1997, 1996 and 1995, respectively.
 
The Company's effective income tax rate varied from the statutory federal income
tax rate as follows:
 


                                                                         1997       1996       1995
                                                                       ---------  ---------  ---------
                                                                                    
Statutory income tax rate............................................      35.0%      35.0%      35.0%
Other, net...........................................................        (.6)       (.2)      (0.9)
                                                                       ---------  ---------  ---------
                                                                           34.4%      34.8%      34.1%
                                                                       ---------  ---------  ---------
                                                                       ---------  ---------  ---------

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


                                                                               1997        1996
                                                                            ----------  ----------
                                                                                  
Premium and annuity considerations for the variable annuity products and
 variable universal life products for which the contract holder, rather
 than the Company, bears the investment risk..............................  $2,947,401  $2,344,474
Assets of the separate accounts owned by the Company, at fair value.......      31,221      30,244
                                                                            ----------  ----------
                                                                            $2,978,622  $2,374,718
                                                                            ----------  ----------
                                                                            ----------  ----------

 
9.  REINSURANCE
    In the second quarter  of 1996, First Fortis  Life Insurance Company  (First
Fortis),  an  affiliate, received  approval from  the  New York  State Insurance
Department for a reinsurance  agreement with the  Company. The agreement,  which
became  effective  as  of January  1,  1996, decreased  First  Fortis' long-term
disability reinsurance retention from a $10,000 net monthly benefit to a  $2,000
net  monthly  benefit for  claims incurred  on  and after  January 1,  1996. The
Company has assumed $5,742,000  and $6,144,000 of premium  from First Fortis  in
1997  and 1996, respectively. The Company  has assumed $5,452,000 and $3,599,000
of reserves in 1997 and 1996, respectively, from First Fortis.
 
                                      F-12

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
9.  REINSURANCE (CONTINUED)
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):
 


                                                                          1997       1996       1995
                                                                        ---------  ---------  ---------
                                                                                     
Life insurance........................................................  $   8,159  $   8,680  $   4,661
Accident and health insurance.........................................     13,712      6,793      3,410
                                                                        ---------  ---------  ---------
                                                                        $  21,871  $  15,473  $   8,071
                                                                        ---------  ---------  ---------
                                                                        ---------  ---------  ---------

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


                                                                          1997       1996       1995
                                                                        ---------  ---------  ---------
                                                                                     
Life insurance........................................................  $   2,973  $   7,225  $   2,489
Accident and health insurance.........................................     14,781      5,993      8,807
                                                                        ---------  ---------  ---------
                                                                        $  17,754  $  13,218  $  11,296
                                                                        ---------  ---------  ---------
                                                                        ---------  ---------  ---------

 
Reinsurance ceded  would become  a liability  of the  Company in  the event  the
reinsurers  are unable  to meet  the obligations  assumed under  the reinsurance
agreement. To  minimize  its exposure  to  significant losses  from  reinsurance
insolvencies,  the Company evaluates  the financial condition  of its reinsurers
and monitors  concentrations  of credit  risk  arising from  similar  geographic
regions, activities or economic characteristics of the reinsurers.
 
10. DIVIDEND RESTRICTIONS
    Dividend  distributions  to  parent are  restricted  as to  amount  by state
regulatory requirements. The Company had $52,367,000 free from such restrictions
at December  31, 1997.  Distributions in  excess of  this amount  would  require
regulatory approval.
 
11. REGULATORY ACCOUNTING REQUIREMENTS
    Statutory-basis   financial  statements  are  prepared  in  accordance  with
accounting practices prescribed or  permitted by 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 from  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  1999, 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.  The
Company exceeds the minimum RBC requirements.
 
                                      F-13

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


                                                           NET INCOME             SHAREHOLDER'S EQUITY
                                                 -------------------------------  --------------------
                                                   1997       1996       1995       1997       1996
                                                 ---------  ---------  ---------  ---------  ---------
                                                                              
Based on statutory accounting practices........  $  62,593  $  55,046  $  30,576  $ 528,671  $ 482,507
Deferred policy acquisition costs..............     25,763     27,190     15,100    291,742    268,075
Investment valuation differences...............       (497)    (2,219)       330     80,245     31,326
Deferred and uncollected premiums..............   (107,194)    (4,096)        --         --         --
Policy reserves................................     89,895    (19,873)   (29,238)  (150,649)  (131,159)
Commissions....................................     (3,171)    (1,639)
Current income taxes payable...................      6,450      2,386     (1,294)     3,712     (7,895)
Deferred income taxes..........................      6,449     (1,094)    11,769       (520)    17,008
Realized gains on investments..................        251      2,599      1,938         --         --
Realized gains transferred to the Interest
 Maintenance Reserve (IMR), net of tax.........      9,644      2,335     31,711         --         --
Amortization of IMR, net of tax................     (6,315)    (6,130)    (5,261)        --         --
Write-off of investment........................    (11,705)        --         --         --         --
Pension expense................................     (4,153)        --         --
Guaranty Funds.................................         --      3,023         --
Property and equipment.........................         --         --         --     15,520     20,481
Interest maintenance reserve...................         --         --         --     53,348     50,019
Asset valuation reserve........................         --         --         --     75,939     62,961
Other, net.....................................       (900)       664     (1,761)   (17,902)   (12,650)
                                                 ---------  ---------  ---------  ---------  ---------
As reported herein.............................  $  67,110  $  58,192  $  53,870  $ 880,106  $ 780,673
                                                 ---------  ---------  ---------  ---------  ---------
                                                 ---------  ---------  ---------  ---------  ---------

 
12. TRANSACTIONS WITH AFFILIATED COMPANIES
    The Company receives various services from Fortis, Inc. and its  affiliates.
These  services  include assistance  in  benefit plan  administration, corporate
insurance,  accounting,  tax,  auditing,  investment  and  other  administrative
functions.  The fees  paid to  Fortis, Inc. for  these services  for years ended
December 31, 1997, 1996 and 1995, were $12,015,000, $13,319,000 and  $10,074,00,
respectively.
 
In  conjunction with the marketing of its variable annuity products, the Company
paid $72,105,000, $68,616,000 and $59,308,000  in commissions to its  affiliate,
Fortis  Investors, Inc., for the  years ended December 31,  1997, 1996 and 1995,
respectively.
 
Administrative expenses allocated for  the Company may be  greater or less  than
the  expenses that would be incurred if the Company were operating on a separate
company basis.
 
Fortis Information Technology (Fortis IT) is a business unit within the  Company
and  is managed by Fortis, Inc. Based  upon an agreement established with Fortis
Inc., over/under charges are  transferred annually to  Fortis, Inc. The  amounts
transferred  were $5,149,000 in 1997; $476,000 in 1996 and $0 in 1995. Effective
January 1, 1998, Fortis IT operations have been transferred to Fortis, Inc.
 
13. FAIR VALUE DISCLOSURES
 
VALUATION METHODS AND ASSUMPTIONS
 
The fair values for fixed maturity securities and equity securities are based on
quoted market  prices,  where  available.  For  fixed  maturity  securities  not
actively   traded,  fair  values  are   estimated  using  values  obtained  from
independent pricing  services  or,  in  the  case  of  private  placements,  are
estimated  by discounting expected future cash flows using a current market rate
applicable to the yield, credit quality, and maturity of the investments.
 
Mortgage loans  are reported  at unpaid  principal balance  less allowances  for
possible  losses.  The  fair  values  of  mortgage  loans  are  estimated  using
discounted cash flow analyses, using interest rates currently being offered  for
similar  loans to  borrowers with  similar credit  ratings. Mortgage  loans with
similar characteristics are aggregated for  purposes of the calculations. It  is
not  practicable to estimate the  fair value of policy  loans as repayment terms
are at  the discretion  of  the policyholder.  For short-term  investments,  the
carrying  amount is a reasonable estimate of fair value. The fair values for the
Company's policy reserves  under the  investment products  are determined  using
cash  surrender value.  As the  debt was underwritten  in the  current year, the
outstanding balance is a reasonable estimate of fair value.
 
                                      F-14

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
13. FAIR VALUE DISCLOSURES (CONTINUED)
The fair values under  all insurance contracts are  taken into consideration  in
the  Company's overall management of interest rate risk, such that the Company's
exposure to  changing  interest  rates  is minimized  through  the  matching  of
investment maturities with amounts due under insurance contracts.
 


                                                                              (IN THOUSANDS)
                                                                               DECEMBER 31
                                                              ----------------------------------------------
                                                                       1997                    1996
                                                              ----------------------  ----------------------
                                                               CARRYING      FAIR      CARRYING      FAIR
                                                                AMOUNT      VALUE       AMOUNT      VALUE
                                                              ----------  ----------  ----------  ----------
                                                                                      
Assets:
  Investments:
    Securities available-for-sale:
      Fixed maturities......................................  $2,415,915  $2,415,915  $2,115,499  $2,115,499
      Equity securities.....................................     109,832     109,832     106,290     106,290
  Mortgage loans on real estate.............................     602,064     661,055     582,869     614,555
  Policy loans..............................................      68,566      68,566      60,722      60,722
  Short-term investments....................................      70,537      70,537     182,817     182,817
  Assets held in separate accounts..........................   2,978,622   2,978,622   2,374,718   2,371,601
Liabilities:
  Individual and group annuities (subject to discretionary
   withdrawal)..............................................  $  977,495  $  945,558  $  916,754  $  886,110
  Debt......................................................      26,433      26,433          --          --

 
14. COMMITMENTS AND CONTINGENCIES
    The  Company is named  as a defendant  in a number  of legal actions arising
primarily from claims  made under  insurance policies. These  actions have  been
considered  in establishing policy benefit and loss reserves. Management and its
legal counsel are of the opinion that  the settlement of these actions will  not
have a material adverse effect on the Company's financial position or results of
operations.
 
15. RETIREMENT AND OTHER EMPLOYEE BENEFITS
    The  Company is an  indirect wholly-owned subsidiary  of Fortis, Inc., which
sponsors a defined benefit  pension plan covering  employees and certain  agents
who  meet eligibility requirements as to age and length of service. The benefits
are based on years  of service and career  compensation. Fortis, Inc.'s  funding
policy  is to contribute  annually the maximum  amount that can  be deducted for
federal income tax purposes, and to  charge each subsidiary an allocable  amount
based  on its employee census. Pension cost allocated to the Company amounted to
approximately $1,594,000, $1,354,000  and $1,179,000  for 1997,  1996 and  1995,
respectively.  As  of  January 1,  1997,  the Plan's  total  accumulated benefit
obligation determined in  accordance with ERISA  was approximately  $56,838,000.
This  amount was based on an assumed  interest rate of 8.00% and included vested
benefits of approximately $54,831,000. The fair market value of the Plan  assets
as of January 1, 1997 was approximately $60,004,000.
 
The  Company participates  in a contributory  profit sharing  plan, sponsored by
Fortis, Inc.,  covering  employees  and  certain  agents  who  meet  eligibility
requirements  as  to  age  and  length  of  service.  Benefits  are  payable  to
participants  on  retirement   or  disability  and   to  the  beneficiaries   of
participants  in the event  of death. The  first three percent  of an employee's
contribution  is  matched  200%  by   the  Company.  The  amount  expensed   was
approximately  $3,926,000,  $3,913,000 and  3,765,000 for  1997, 1996  and 1995,
respectively.
 
In addition to  retirement benefits,  the Company participates  in other  health
care  and life insurance  benefit plans ("postretirement  benefits") for retired
employees, sponsored  by Fortis,  Inc. Health  care benefits,  either through  a
Fortis  Inc.-sponsored retiree plan for retirees under  age 65 or through a cost
offset for individually purchased Medigap policies for retirees over age 65, are
available to employees  who retire on  or after January  1, 1993, at  age 55  or
older,  with 15  years or  more service.  Life insurance,  on a  retiree pay all
basis, is available to those who retire on or after January 1, 1993.
 
Net postretirement benefit costs  allocated to the Company  for the years  ended
December  31,  1997,  1996  and  1995  were  $304,000,  $290,000  and  $287,000,
respectively, and includes the expected cost of such benefits for newly eligible
or vested employees, interest  cost, gains and  losses arising from  differences
between  actuarial assumptions  and actual  experience, and  amortization of the
transition  obligation.  The  Company  made   contributions  to  the  plans   of
approximately  $20,000, $8,000 and  $0 in 1997, 1996  and 1995, respectively, as
claims were incurred.
 
At December 31, 1997  and 1996, the  unfunded postretirement benefit  obligation
for retirees and other fully eligible or vested plan participants was $1,148,000
and   $844,000,  respectively.  The  discount   rate  used  in  determining  the
accumulated postretirement benefit  obligation was  7.5%. The  health care  cost
trend  rate for those under age 65 was  12.8%, graded to 5.5% over 26 years. The
health care cost trend rate for those over age 65 was 12.0%, graded to 6.2% over
26 years.
 
                                      F-15

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
16. DEBT
    The following is a summary of the debt at December 31, 1997 (in thousands):
 

                                                                                     
Mortgage note bearing a floating interest rate of 200 basis points over LIBOR, (5.84%
 at December 31, 1997) adjustable every six months, principal and interest due
 monthly, matures July 2001...........................................................  $   3,150
Mortgage note bearing a floating interest rate of 225 basis points over LIBOR (5.84%
 at December 31, 1997) adjustable every six months, principal and interest due
 monthly, balloon payment due July 1998...............................................     18,100
Mortgage note bearing interest at 7.60%, principal and interest due monthly, matures
 October 2002.........................................................................      5,183
                                                                                        ---------
                                                                                        $  26,433
                                                                                        ---------
                                                                                        ---------

 
Maturities of the debt as of December 31, 1997 are as follows (in thousands):
 

                                                                                     
1998..................................................................................  $  18,222
1999..................................................................................        126
2000..................................................................................        136
2001..................................................................................      3,119
2002..................................................................................      4,830
                                                                                        ---------
                                                                                           26,433
                                                                                        ---------
                                                                                        ---------

 
These mortgage  notes  are collateralized  by  certain real  estate  investments
included in real estate and other investments in the balance sheet.
 
Interest  expense paid by the Company during 1997 on this debt was approximately
$1,075,000.
 
17. YEAR 2000 ISSUES (UNAUDITED)
    The Year 2000 issue is the  result of computer programs having been  written
using  two digits  rather than  four to  define a  year. Any  programs that have
time-sensitive software may recognize a date using "00" as the year 1900  rather
than 2000. This could result in the failure of major systems or miscalculations,
which  could have a material impact on the  operations of the Company and any of
its businesses  or  subsidiaries. All  of  the Company's  major  businesses  are
heavily  dependent  upon internal  computer systems,  and many  have significant
interaction with systems of third parties.
 
A comprehensive review of the Company's computer systems and business  processes
has  been conducted to identify the major  systems that could be affected by the
Year 2000  issue.  Steps are  being  taken  to resolve  any  potential  problems
including  modification to existing  software and the  purchase of new software.
These measures are scheduled to be completed  and tested on a timely basis.  The
Company's goal is to complete internal remediation and testing of each system by
early 1999.
 
Factors  that could influence the  total costs to be  incurred by the Company in
connection with  the Year  2000 issue  include  the ability  of the  Company  to
successfully  identify systems containing  two-digit year codes,  the nature and
amount of programming required to fix  the affected programs, the related  labor
and consulting costs for such remediation, and the ability of third parties that
interface with the Company to successfully address their Year 2000 issues.
 
The  Company is evaluating the  Year 2000 readiness of  advisors and other third
parties whose system failures could have an impact on the Company's  operations.
The potential materiality of any such impact is not entirely known at this time.
The  Company  is  closely  monitoring these  entities  to  avoid  any unforeseen
circumstances.
 
                                      F-16

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

                                                   
     Total Variable Account Annual Expenses                 0.45%
+    Total Portfolio Operating Expenses                     0.64%
+    Annual Administrative Charges (see below)              0.05%
=    Total Expense Rate                                     1.14%

 
The Annual Administrative Charge rate is calculated by dividing the total Annual
Contract Charges we collected in 1997 on similar contracts by the average policy
value in force in 1997 on such contracts.
 
Year 1 Beginning Policy Value = $1000.00
Year 1 Expense = $1000.00 x 0.0114 = $11.41
 
Year 2 Beginning Policy Value = $1038.59
Year 2 Expense = $1038.59 x 0.0114 = $11.85
 
Year 3 Beginning Policy Value = $1078.67
Year 3 Expense = $1078.67 x 0.0114 = $12.31
 
So the cumulative expenses for years 1-3 for the Alliance Money Market Portfolio
are equal to:
    $11.41 + $11.85 + $12.31 = $35.57
 
                                      B-1

APPENDIX C--PARTICIPATING PORTFOLIOS
 
ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
 
The Alliance Variable Products Series Fund, Inc. is an open-ended series
investment company. It was incorporated under Maryland law on November 17, 1987.
Alliance Capital Management L.P. serves as the Fund's manager.
 
ALLIANCE MONEY MARKET PORTFOLIO
 
INVESTMENT OBJECTIVE: Seeks safety of principal, maintenance of liquidity and
maximum current income by investing in a broadly diversified portfolio of money
market securities.
 
ALLIANCE INTERNATIONAL PORTFOLIO
 
INVESTMENT OBJECTIVE: Seeks to obtain a total return on its assets from
long-term growth of capital and from income principally through a broad
portfolio of marketable securities of established non-United States companies
(or United States companies having their principal activities and interests
outside the United States), companies participating in foreign economies with
prospects for growth, and foreign government securities.
 
ALLIANCE PREMIER GROWTH PORTFOLIO
 
INVESTMENT OBJECTIVE: Seeks growth of capital rather than current income. In
pursuing its investment objective, the Premier Growth Portfolio will employ
aggressive investment policies. Since investments will be made based upon their
potential for capital appreciation, current income will be incidental to the
objective of capital growth.
 
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
 
American Century Variable Portfolios, Inc. is a open-end management investment
company. It was organized as a Maryland corporation on June 4, 1987. American
Century Investment Management, Inc., serves as the investment manager of
American Century Portfolios.
 
AMERICAN CENTURY VP BALANCED FUND
 
INVESTMENT OBJECTIVE: Capital growth and current income. Seeks to achieve its
investment objective by maintaining approximately 60% of the assets in common
stocks that are considered to have better-then-average prospects for
appreciation and the remaining assets in bonds and other fixed income
securities.
 
AMERICAN CENTURY VP CAPITAL APPRECIATION FUND
 
INVESTMENT OBJECTIVE: Capital Growth. Seeks to achieve its investment objective
by investing primarily in common stocks that are considered to have
better-than-average prospects for appreciation.
 
FEDERATED INSURANCE SERIES
 
Federated Insurance Series is an open-end management investment company. It was
established as a Massachusetts business trust under a Declaration of Trust dated
September 15, 1993. Federated Advisers is the investment adviser.
 
FEDERATED FUND FOR U.S. GOVERNMENT SECURITIES II
 
INVESTMENT OBJECTIVE: Seeks to provide current income. Under normal
circumstances, the portfolio pursues its investment objective by investing at
least 65% of the value of its total assets in securities issued or guaranteed as
to payment of principal and interest by the U.S. Government, its agencies or
instrumentalities.
 
AMERICAN LEADERS FUND II
 
INVESTMENT OBJECTIVE: To achieve long-term growth of capital and to provide
income.
 
UTILITY FUND II
 
INVESTMENT OBJECTIVE: To achieve high current income and moderate capital
appreciation.
 
HIGH INCOME BOND FUND II
 
INVESTMENT OBJECTIVE: To seek high current income.
 
                                      C-1

FORTIS SERIES FUND, INC.
 
The Fortis Series Fund, Inc. is an open-end series investment fund. It was
incorporated under Minnesota law in 1986. Fortis Advisers, Inc. serves as the
fund's manager.
 
FORTIS S&P 500 INDEX SERIES
 
INVESTMENT OBJECTIVE: Seeks to replicate the total return of the Standard &
Poor's 500 Composite Stock Price Index primarily through investment in equity
securities.
 
INVESCO VARIABLE INVESTMENT FUNDS, INC.
 
The INVESCO Variable Investment Funds, Inc. is an open-end series management
investment company. It was incorporated under Maryland law on August 19, 1993.
INVESCO Funds Group, Inc. serves as the Fund's manager.
 
INVESCO INDUSTRIAL INCOME PORTFOLIO
 
INVESTMENT OBJECTIVE: Seeks the best possible current income while following
sound investment practices. Capital growth potential is an additional
consideration in the selection of the portfolio securities. The portfolio
normally invests at least 65% of its total assets in dividend-paying common
stocks.
 
INVESCO HEALTH SCIENCES PORTFOLIO
 
INVESTMENT OBJECTIVE: Seeks capital appreciation. The portfolio normally invests
at least 80% of its total assets in equity securities of companies that develop,
produce, or distribute products or services related to health care.
 
INVESCO TECHNOLOGY PORTFOLIO
 
INVESTMENT OBJECTIVE: Seeks capital appreciation. The portfolio normally invests
at least 80% of its total assets in equity securities of companies in
technology-related industries such as computers, communications, video,
electronics, oceanography, office and factory automation, and robotics.
 
LEXINGTON NATURAL RESOURCES TRUST
 
The Lexington Natural Resources Trust is an open-end management investment
company. It was organized as a Massachusetts business trust on October 7, 1988.
Lexington Management Corporation is the Investment Adviser of the fund.
 
INVESTMENT OBJECTIVE: To seek long-term growth of capital through investment
primarily in common stocks of companies that own or develop natural resources
and other basic commodities, or supply goods and services to such companies.
 
LEXINGTON EMERGING MARKETS FUND, INC.
 
The Lexington Emerging Markets Fund, Inc. is an open-end management investment
company. It was organized as a corporation under Maryland law on December 27,
1993. Lexington Management Corporation is the fund's investment adviser.
 
INVESTMENT OBJECTIVE: To seek long-term growth of capital primarily through
investment in equity securities of companies domiciled in, or doing business in,
emerging countries and emerging markets.
 
MFS-REGISTERED TRADEMARK- VARIABLE INSURANCE TRUST
 
MFS Variable Insurance Trust is an open-end management investment company. It
was organized as a business trust under the laws of the Commonwealth of
Massachusetts by a Declaration of Trust dated February 1, 1994. Massachusetts
Financial Services Company manages each series.
 
MFS EMERGING GROWTH SERIES
 
INVESTMENT OBJECTIVE: Seeks to provide long-term growth of capital. The series'
policy is to invest primarily in common stocks of small and medium-sized
companies that are early in their life cycle but which have the potential to
become major enterprises.
 
                                      C-2

MFS HIGH INCOME SERIES
 
INVESTMENT OBJECTIVE: Seeks high current income by investing primarily in a
professionally managed portfolio of fixed income securities, some of which may
involve equity features.
 
MFS WORLD GOVERNMENTS SERIES
 
INVESTMENT OBJECTIVE: Seeks preservation and growth of capital, together with
moderate current income. The series attempts to provide investors with an
opportunity to enhance the value and increase the protection of their investment
against inflation and otherwise by taking advantage of investment opportunities
in the U.S. as well as in other countries where opportunities may be more
rewarding.
 
THE MONTGOMERY FUNDS III
 
The Montgomery Funds III is an open-end investment company. This Delaware
business trust was organized on August 24, 1994. The trust is managed by
Montgomery Asset Management, L.P.
 
MONTGOMERY VARIABLE SERIES: GROWTH FUND
 
INVESTMENT OBJECTIVE: Seeks capital appreciation by investing primarily in
equity securities, usually common stock, of domestic companies of all sizes.
 
MONTGOMERY VARIABLE SERIES: EMERGING MARKETS FUND
 
INVESTMENT OBJECTIVE: Seeks capital appreciation by investing primarily in
equity securities of companies in countries having economies and markets
generally considered by the World Bank or the United Nations to be emerging or
developing.
 
NEUBERGER & BERMAN ADVISERS MANAGERS TRUST
 
Neuberger & Berman Advisers Managers Trust is an open-end diversified series
management investment company. It was established as a Delaware business trust
on May 23, 1994. Neuberger & Berman Management Incorporated serves as manager of
the Fund.
 
NEUBERGER & BERMAN LIMITED MATURITY BOND PORTFOLIO
 
INVESTMENT OBJECTIVE: Seeks highest current income consistent with low risk to
principal and liquidity; and secondarily, total return. Principal investments
are short-to-intermediate term debt securities, primarily investment grade.
 
NEUBERGER & BERMAN PARTNERS PORTFOLIO
 
INVESTMENT OBJECTIVE: Seeks capital growth. Principal investments are common
stocks and other equity securities of established companies.
 
SAFECO RESOURCE SERIES TRUST
 
The SAFECO Resource Series Trust is an open-end series management investment
company. It is a Delaware business trust established by a trust instrument dated
May 13, 1993. SAFECO Asset Management Company is the fund's manager.
 
SAFECO EQUITY PORTFOLIO
 
INVESTMENT OBJECTIVE: Seeks long-term growth of capital and reasonable current
income. The Equity Portfolio ordinarily invests principally in common stocks or
securities convertible into common stocks.
 
SAFECO GROWTH PORTFOLIO
 
INVESTMENT OBJECTIVE: Seeks growth of capital and the increased income that
ordinarily follows from such growth. The Growth Portfolio ordinarily invests in
a preponderance of its assets in common stock selected for potential
appreciation.
 
STRONG VARIABLE INSURANCE FUNDS, INC.
 
The Strong Variable Insurance Funds, Inc. is an open-end management investment
company. It was incorporated in Wisconsin. Strong Capital Management, Inc. is
the investment adviser.
 
THE STRONG DISCOVERY FUND II
 
INVESTMENT OBJECTIVE: Seeks to identify emerging investment trends and
attractive growth opportunities.
 
                                      C-3

THE STRONG INTERNATIONAL STOCK FUND II
 
INVESTMENT OBJECTIVE: Seeks capital growth. The fund invests primarily in the
equity securities of issuers located outside of the United States.
 
VAN ECK WORLDWIDE INSURANCE TRUST
 
Van Eck Worldwide Insurance Trust is an open-end management investment company.
It was organized as a business trust under the laws of the Commonwealth of
Massachusetts on January 7, 1987. Van Eck Associates Corporation serves as
investment adviser and manager to the two funds listed below.
 
WORLDWIDE HARD ASSETS FUND
 
INVESTMENT OBJECTIVE: Seeks long-term capital appreciation by investing
globally, primarily in (i) precious metals, (ii) ferrous and non-ferrous metals,
(iii) oil and gas, (iv) forest products, (v) real estate, and (vi) other basic
non-agricultural commodities.
 
WORLDWIDE BOND FUND
 
INVESTMENT OBJECTIVE: Seeks high total return through a flexible policy of
investing globally, primarily in debt securities.
 
                                      C-4


                                  CERTIFICATES UNDER
                              FLEXIBLE PREMIUM DEFERRED
                   COMBINATION VARIABLE AND FIXED ANNUITY CONTRACTS
                        VALUE ADVANTAGE PLUS VARIABLE ANNUITY


                                      Issued by

                          FORTIS BENEFITS INSURANCE COMPANY


                         STATEMENT OF ADDITIONAL INFORMATION

                                     MAY 1, 1998

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, 1998.  A copy of the
Prospectus may be obtained without charge from Fortis Investors, Inc.
1-800-827-5877, mailing address:  P.O. Box 64272, St. Paul, MN 55164.  You have
the option of receiving benefits under a Contract through Fortis Benefits'
Variable Account D or through Fortis Benefits' Guarantee Periods Fixed Account
or its General Account Fixed Account.



TABLE OF CONTENTS

                                                                       
Fortis Benefits and the Variable Account . . . . . . . . . . . . . . . . . .1
Calculation of Annuity Payments. . . . . . . . . . . . . . . . . . . . . . .2
Postponement of Payments . . . . . . . . . . . . . . . . . . . . . . . . . .3
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
  - Safekeeping of Variable Account Assets . . . . . . . . . . . . . . . . .3
  - Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
  - Principal Underwriter  . . . . . . . . . . . . . . . . . . . . . . . . .4
Taxation Under Certain Retirement Plans. . . . . . . . . . . . . . . . . . .4
Withholding. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
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."

FORTIS BENEFITS AND THE VARIABLE ACCOUNT

Fortis Benefits Life 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 Fortis 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.

                                          1



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 $167 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 Certificates 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 Contract Value , after any Market Value Adjustment, is computed
and that portion of the Contract Value which will be applied to the Fixed
Annuity Option selected is determined.  The amount of the first monthly payment
under the Fixed Annuity Option selected will be at least as large as would
result from using the annuity tables contained in the Contract to apply such
amount of Contract Value to the annuity form selected.  The dollar amounts of
any fixed annuity payments after the first are specified during the entire
period of annuity payments according to the provisions of the annuity form
selected.

VARIABLE ANNUITY OPTION

ANNUITY UNITS.  To the extent a Variable Annuity Option has been selected, we
convert the Accumulation Units for each Subaccount of the Variable Account into
Annuity Units for each Subaccount at their values determined as of the end of
the Valuation Period which contains the Annuity Commencement Date.  As of such
time, any Fixed Account Value to be applied to a Variable Annuity Option is also
converted, after any Market Value Adjustment, to Annuity Units in the
Subaccounts selected based on the then-current Annuity Unit value.  The initial
number of Annuity Units in each Subaccount is determined by dividing the amount
of the initial monthly variable annuity payment (see "Variable Annuity Option --
Variable Annuity Payments," below) allocable to that Subaccount by the value of
one Annuity Unit in that Subaccount as of the time of the conversion.  The
number of Annuity Units for each Subaccount will remain constant, as long as an
annuity remains in force and the allocation among the Subaccounts has not
changed.

The value of each Subaccount's Annuity Units will vary to reflect the investment
experience of the Subaccount as well as charges deducted from the Subaccount.
The value of each Subaccount's Annuity Units is equal to the prior value of the
Subaccount's Annuity Units multiplied by the net investment factor for that
Subaccount (discussed in the Prospectus


                                          2



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

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

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

GENDER OF ANNUITANT

The amount of each annuity payment ordinarily will be higher for a male
Annuitant than for a female Annuitant with an otherwise identical Contract.
This is because, statistically, females tend to have longer life expectancies
than males.  However, there will be no differences between male and female
Annuitants in any jurisdiction, including Montana, where such differences are
not permitted.  We will also make available 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 Contract, or for
such other periods as the Securities and Exchange Commission may by order permit
for the protection of investors.

SERVICES

SAFEKEEPING OF VARIABLE ACCOUNT ASSETS

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

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.

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

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

                                          4



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 59 1/2, the rate of tax 
may be determined under a special 5-year income averaging provision.  Those 
who attained age 50 by January 1, 1986 may instead elect to use a 10-year 
income averaging provision based on the income tax rates in effect for 1986.  
Taxable distributions received prior to attainment of age 59 1/2  under a 
Contract purchased under a qualified plan are subject to the same 10% penalty 
tax (and the same exceptions) as described above with respect to Section 
403(b) annuities.

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

TAX-FREE ROLLOVERS.  If, within 60 days of receipt, an employee who receives 
a single sum distribution transfers all of the taxable amount received to 
another plan qualified under Section 401 or 403(a), or to an individual 
retirement account or annuity as provided for under the Code, the transferred 
amount will not be taxed in the year of distribution.  Certain "partial" 
distributions may also qualify for tax-free rollover treatment, but only if 
transferred to an individual retirement account or annuity.  However, income 
tax may be withheld from the distribution unless the distribution is 
transferred directly from the qualified plan to the individual retirement 
account or individual retirement annuity.

INDIVIDUAL  RETIREMENT ANNUITIES

PURCHASE PAYMENTS.  Individuals may make contributions for individual 
retirement annuity ("IRA") Contracts.  Deductible contributions for any year 
may be made up to the lesser of $2,000 or 100% of compensation for 
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

                                          5



individual's adjusted gross income is less than $10,000 and no IRA deduction 
if his or her adjusted gross income is equal to or greater than $10,000.

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

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

TAXATION OF DISTRIBUTIONS.  Distributions from IRA Contracts are taxed as 
ordinary income to the recipient, although special rules exist for the 
tax-free return of non-deductible contributions.  In addition, taxable 
distributions received under an IRA Contract prior to age 59 1/2 are subject 
to a 10% penalty tax in addition to regular income tax.  Certain 
distributions are exempted from this penalty tax including distributions 
following the owner's death or disability or distribution in the form of an 
annuity for the life (or life expectancy) of the owner (or the owner and 
beneficiary), or distributions not in excess of deductible medical expenses 
or certain distributions to pay health insurance premiums after an extended 
period of unemployment.

REQUIRED DISTRIBUTIONS.  The minimum distribution requirements for IRAs are 
generally the same as described above with respect to Section 403(b) 
annuities. Certain of these and other provisions are incorporated in a 
special endorsement attached to IRA 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 Contract if certain 
conditions are met, and if the rollover of assets is completed within 60 days 
after the distribution from the qualified plan is received.  In addition, not 
more frequently than once every twelve months, amounts may be rolled over 
tax-free from one IRA to another, subject to the 60-day limitation and other 
requirements.  The once-per-year limitation on rollovers does not apply to 
direct transfers of funds between IRA custodians or trustees.

SIMPLIFIED EMPLOYEE PENSION PLANS

PURCHASE PAYMENTS.  Under Section 408(k) of the Code, employers may establish 
a type of IRA plan referred to as a simplified employee pension plan (SEP). 
Employer contributions to a SEP cannot exceed the lesser of $24,000 or 15% of 
the employee's earned income.  Employees of certain small employers may have 
contributions made to a special kind of SEP (SARSEP) on their behalf on a 
salary reduction basis if the SARSEP plan was in effect on December 31, 1996. 
 These salary reduction contributions may not exceed $9,500 in 1997, which is 
indexed for inflation.  Employees of tax-exempt organizations and state or 
local government agencies have never been eligible for the salary reduction 
type of SEP.

TAXATION OF DISTRIBUTIONS. Generally, distribution payments from SEPs are 
subject to the same distribution rules described above for IRAs.

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

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

                                          6



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 Contract is owned by the employer
and is subject to the claims of the employer's creditors.  The employee has no
rights or interest in the Contract and is entitled only to payment in accordance
with the EDCP provisions.

TAXATION OF DISTRIBUTIONS.  Amounts received by an individual from an EDCP are
includible in gross income for the taxable year in which such amounts are paid
or otherwise made available.

DISTRIBUTIONS BEFORE SEPARATION FROM SERVICE.  Distributions generally are 
not permitted under an EDCP prior to separation from service or reaching age 
70 1/2, except in cases of severe financial hardship.  Hardship distributions 
are includible in the gross income of the individual in the year in which 
paid.

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


                                          7



the entire interest in the Contract must be distributed within 15 years if the
beneficiary is not the employee's surviving spouse.

TAX-FREE TRANSFERS.  The Code permits the tax-free direct transfer of EDCP
amounts to another EDCP, subject to certain conditions. Any transfers must be
with employer consent.

PRIVATE EMPLOYER UNFUNDED DEFERRED COMPENSATION PLANS

PURCHASE PAYMENTS.  Private taxable employers may establish unfunded,
non-qualified deferred compensation plans for a select group of management or
highly compensated employees and/or for independent contractors.  Certain
arrangements of tax-exempt employers entered into prior August 16, 1986, and not
subsequently modified, are also subject to the rules for private taxable
employer deferred compensation plans discussed below.  (Unfunded deferred
compensation plans of other tax-exempt employers are generally subject to the
requirements of Section 457.)

These types of programs allow individuals to defer receipt of up to 100% of
compensation which would otherwise be includible in income and therefore to
defer the payment of federal income taxes on such amounts.  Purchase payments
made by the employer, however are not immediately deductible by the employer,
and the employer is currently taxed on any increase in Contract Value.

Deferred compensation plans represent a contractual promise on the part of the
employer to pay current compensation at some future time.  The Contract is owned
by the employer and is subject to the claims of the employer's creditors.  The
individual has no right or interest in the Contract and is entitled only to
payment from the employer's general assets in accordance with plan provisions.

TAXATION OF DISTRIBUTIONS.  Amounts received by an individual from a private
employer deferred compensation plan are includible in gross income for the
taxable year in which such amounts are paid or otherwise made available.

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.

MISCELLANEOUS

The computer systems Fortis Benefits uses to process policy transactions and
valuations need to be adjusted to be able to continue to administer its policies
after Year 2000. Fortis Benefits is devoting all resources necessary to make
these systems modifications and expects that the necessary changes will be
completed on time and in a way that will result


                                          8



in no disruption to its policy servicing operations. However, as is the case
with most system conversion projects, risks and uncertainties exist, due in part
to reliance on third party vendors. Nonperformance by any of these entities, or
other unforeseen circumstances, could have a material adverse impact on Fortis
Benefits' ability to perform its policy servicing operations. Fortis Benefits is
closely monitoring these entities to avoid any unforeseen circumstances.

VARIABLE ACCOUNT FINANCIAL STATEMENTS




                                    9






                            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' Money Market, International
and Premier Growth Subaccounts; the SAFECO Resource Series' Growth and Equity
Subaccounts; the Federated Insurance Series' U.S. Government Securities II, High
Income Bond Fund II, Utility II and American Leaders II Subaccounts; the
Lexington Funds, Inc.'s Natural Resources Trust and Emerging Markets
Subaccounts; the MFS Variable Insurance Trusts' Emerging Growth, High Income and
World Government Subaccounts; the Montgomery Variable Fund's Emerging Markets
and Growth Subaccounts; the Strong Variable Insurance Funds' Discovery II,
Government Securities II, Advantage II and International II

                                     10


Subaccounts; the American Century Investments' VP Balanced and VP Growth
Subaccounts; the Van Eck Worldwide Insurance Trust's Worldwide Bond Fund and
Worldwide Hard Assets Fund Subaccounts; which are for the year ended December
31, 1997 and the period from February 1, 1996 to December 31, 1996, the
Federated Insurance Series' U.S. Government Securities II Subaccount; the
Neuberger & Berman, Inc.'s AMT Limited Maturity Bond and AMT Partners
Subaccounts; and INVESCO, Inc.'s Health & Sciences, Industrial Income and
Technology Subaccounts which are for the period from May 1, 1997 to December
31, 1997. 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, 1997 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 each of the portfolio
subaccounts constituting Fortis Benefits Insurance Company Variable Account D at
December 31, 1997, and the changes in its net assets for the periods described
in the first paragraph, in conformity with generally accepted accounting
principles.

                                                 /s/ Ernst & Young LLP

Minneapolis, Minnesota
March 27, 1998

                                     11



                         Fortis Benefits Insurance Company
                                 Variable Account D

                              Statement of Net Assets

                                 December 31, 1997



                                                                                                                   ATTRIBUTABLE TO
                                                                                                                   FORTIS BENEFITS
                                                                                              NET ASSETS AT           INSURANCE
                                                            SHARES              COST           MARKET VALUE            COMPANY
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                       
Investments in Fortis Series Fund, Inc.:
     Growth Stock                                        14,375,006      $   319,371,939     $   526,688,738         $ -
     U.S. Government Securities                          12,436,321          133,641,350         132,824,879         -
     Money Market                                         4,418,694           48,519,928          48,737,748         -
     Asset Allocation                                    24,886,252          369,053,147         438,465,903         -
     Diversified Income                                   8,183,245           96,070,615          98,063,099         -
     Global Growth                                       13,579,667          192,589,384         275,542,311         -
     Aggressive Growth                                    6,280,567           79,209,399          86,757,870         -
     Growth & Income                                     11,433,483          159,110,074         214,442,986         -
     High Yield                                           5,030,852           51,098,901          54,179,260         -
     Global Asset Allocation                              3,466,188           40,992,002          46,053,856         3,929,345
     Global Bond                                          1,765,333           19,093,344          18,796,550         5,498,223
     International Stock                                  4,743,824           56,508,624          63,379,379         3,929,653
     Value                                                3,534,352           43,077,826          47,432,774           989,974
     S & P 500                                            5,973,876           77,839,842          89,188,764         5,305,433
     Blue Chip Stock                                      4,414,170           55,644,996          65,094,254         5,199,878
Investments in Norwest Select Fund:
     ValuGrowth                                           1,255,007           17,561,630          21,661,424         -
     Intermediate Bond                                      830,073            9,156,722           9,180,606         -
     Small Company Stock                                    901,726           11,658,864          11,506,028         1,673,475
     Income Equity                                        2,910,000           34,946,322          39,808,806         -
Investments in Scudder Variable Life Investment
          Fund
          International                                     438,322            5,596,162           6,184,726         -
Investments in Alliance Variable Product Series:
     Money Market                                         7,052,507            7,052,507           7,052,507         -
     International                                          176,819            2,624,996           2,655,816         -
     Premier Growth                                          95,455            1,984,749           2,003,592         -


                                                                                          NET ASSET VALUE FOR
                                                      ATTRIBUTABLE TO       ACCUMULATION    VARIABLE ANNUITY
                                                          VARIABLE              UNITS        CONTRACTS PER
                                                           ANNUITY           OUTSTANDING    ACCUMULATION UNIT
                                                         CONTRACTS
- -------------------------------------------------------------------------------------------------------------
                                                                                 
Investments in Fortis Series Fund, Inc.:
     Growth Stock                                    $   526,688,738         157,557,760      $  3.34
     U.S. Government Securities                          132,824,879           7,743,923        17.15
     Money Market                                         48,737,748          31,691,981         1.54
     Asset Allocation                                    438,465,903         156,035,843         2.81
     Diversified Income                                   98,063,099          49,942,498         1.96
     Global Growth                                       275,542,311          14,220,295        19.38
     Aggressive Growth                                    86,757,870           6,551,667        13.24
     Growth & Income                                     214,442,986          11,003,248        19.49
     High Yield                                           54,179,260           4,194,544        12.92
     Global Asset Allocation                              42,124,511           2,918,483        14.43
     Global Bond                                          13,298,327           1,123,401        11.84
     International Stock                                  59,449,726           4,239,821        14.02
     Value                                                46,442,800           3,402,217        13.65
     S & P 500                                            83,883,331           5,698,661        14.72
     Blue Chip Stock                                      59,894,376           4,149,587        14.43
Investments in Norwest Select Fund:
     ValuGrowth                                           21,661,424           1,260,231        17.19
     Intermediate Bond                                     9,180,606             740,789        12.39
     Small Company Stock                                   9,832,553             611,312        16.08
     Income Equity                                        39,808,806           2,920,566        13.63
Investments in Scudder Variable Life Investment
          Fund
          International                                    6,184,726             437,666        14.13
Investments in Alliance Variable Product Series:
     Money Market                                          7,052,507             649,382        10.86
     International                                         2,655,816             245,490        10.82
     Premier Growth                                        2,003,592             127,363        15.73


                                     12


                          Fortis Benefits Insurance Company
                                  Variable Account D

                         Statement of Net Assets (continued)



                                                                                ATTRIBUTABLE                            NET ASSET
                                                                                     TO                                 VALUE FOR
                                                                                    FORTIS   ATTRIBUTABLE                VARIABLE
                                                                                   BENEFITS      TO       ACCUMULATION    ANNUITY
                                                                    NET ASSETS AT  INSURANCE  VARIABLE       UNIT      CONTRACTS PER
                                                  SHARES     COST    MARKET VALUE   COMPANY    ANNUITY    OUTSTANDING   ACCUMULATION
                                                                                              CONTRACTS                     UNITS
                                                ------------------------------------------------------------------------------------
                                                                                                  
Investments in SAFECO Resource Series:
   Growth                                       159,934  $4,246,527   $3,734,465    $    -   $3,734,465     255,499        $14.62
   Equity                                        57,151   1,477,843    1,439,067         -    1,439,067     118,412         12.15
Investments in Federated Insurance Series:
   U.S. Government Securities II                 20,249     212,638      213,422         -      213,422      19,937         10.70
   High Income Bond Fund II                     235,896   2,533,079    2,583,066         -    2,583,066     207,634         12.44
   Utility II                                   115,477   1,602,778    1,650,178         -    1,650,178     121,810         13.55
   American Leaders II                          162,682   3,094,027    3,193,445         -    3,193,445     212,945         15.00
Investments in Lexington Funds, Inc.:
   Natural Resources Trust                       77,554   1,209,583    1,156,327         -    1,156,327      90,147         12.83
   Emerging Markets                              71,797     625,202      639,707         -      639,707      77,056          8.30
Investments in MFS Variable Insurance Trust:
   Emerging Growth                              258,277   4,073,740    4,168,592         -    4,168,592     303,026         13.76
   High Income                                   54,983     650,542      679,037         -      679,037      55,017         12.34
   World Government                              10,612     108,301      108,348         -      108,348      10,694         10.13
Investments in Montgomery Variable Funds:
   Emerging Markets                              62,209     665,132      657,547         -      657,547      62,541         10.51
   Growth                                       126,112   1,765,250    1,903,023         -    1,903,023     115,144         16.53
Investments in Strong Variable Insurance Funds:
   Discovery II                                  19,683     247,313      236,792         -      236,792      21,234         11.15
   Government Securities II                           -           -            -         -            -           -             -
   Advantage II                                       -           -            -         -            -           -             -
   International II                              35,494     339,380      330,805         -      330,805      36,547          9.05
Investments in American Century Investments:
   VP Balanced                                   68,765     565,613      566,623         -      566,623      44,869         12.63
   VP Growth                                     14,644     149,824      141,757         -      141,757      15,651          9.06



                                     13


                          Fortis Benefits Insurance Company
                                  Variable Account D

                         Statement of Net Assets (continued)



                                                                               ATTRIBUTABLE                             NET ASSET
                                                                                 TO FORTIS   ATTRIBUTABLE ACCUMULATIO   VALUE FOR
                                                                  NET ASSETS AT  BENEFITS    TO VARIABLE    N UNITS      VARIABLE
                                         SHARES        COST       MARKET VALUE   INSURANCE      ANNUITY   OUTSTANDING    ANNUITY
                                                                                  COMPANY      CONTRACTS              CONTRACTS PER
                                                                                                                       ACCUMULATION
                                                                                                                           UNIT
                                       --------------------------------------------------------------------------------------------
                                                                                                  
Investments in Van Eck Worldwide
Insurance Trust:
     Worldwide Bond Fund               25,351   $      277,884 $      278,607  $   -       $      278,607       26,552     $10.49
     Worldwide Hard Assets Fund        84,227        1,381,845      1,323,208      -            1,323,208      135,426      9.77
Investments in Neuberger & Berman,
Inc.:
     AMT Limited Maturity Bond         23,809          334,594        336,187      -              336,187       32,024     10.50
     AMT Partners                      28,668          573,526        590,553      -              590,553       47,329     12.48
Investments in INVESCO, Inc.:
     Health & Sciences                 13,819          149,889        153,663      -              153,663       13,820     11.12
     Industrial Income                 19,806          351,069        337,492      -              337,492       27,808     12.14
     Technology                        14,713          174,352        168,898      -              168,898       14,794     11.42
                                                ----------------------------------------------------------------------
Totals                                          $1,859,213,254 $2,332,292,685  $26,525,981 $2,305,766,704  469,532,644
                                                ----------------------------------------------------------------------
                                                ----------------------------------------------------------------------


SEE ACCOMPANYING NOTES.

                                     14


                          Fortis Benefits Insurance Company
                                  Variable Account D

                          Statement of Changes in Net Assets

                             Year ended December 31, 1997



                                             FORTIS     FORTIS U.S.     FORTIS                    FORTIS      FORTIS      FORTIS
                                             GROWTH     GOVERNMENT      MONEY    FORTIS ASSET  DIVERSIFIED    GLOBAL    AGGRESSIVE
                                              STOCK     SECURITIES      MARKET    ALLOCATION      INCOME      GROWTH      GROWTH
                                        -------------------------------------------------------------------------------------------
                                                                                                   
OPERATIONS
Dividend income                            $  49,675    $9,784,129    $2,375,151 $ 60,002,739 $  6,905,359  $         - $     1,231
Mortality and expense and policy advance
 charges                                  (7,089,187)   (1,875,555)     (750,583)  (5,433,367)  (1,307,512)  (3,682,512) (1,052,753)
Net realized gain (loss) on investments   20,147,178      (347,001)      820,447    6,303,022      177,507    5,836,551     102,856
Net unrealized appreciation (depreciation)
 of investments during the period         41,012,209     2,402,114      (304,737)   7,447,945    2,515,054   12,455,062   2,161,309
                                        -------------------------------------------------------------------------------------------
Net increase (decrease) in net assets
 resulting from operations                54,119,875     9,963,687     2,140,278   68,320,339    8,290,408   14,609,101   1,212,643

CAPITAL TRANSACTION
Purchase of Variable Account units        11,292,630     5,975,823    49,678,086   25,706,170    3,115,896   19,063,321  14,369,199
Redemption of Variable Account units     (53,729,345)  (38,528,792)  (58,875,709) (27,015,058) (14,932,392) (19,838,860) (5,395,939)
Mortality and expense charges redeemed     7,089,187     1,875,555       750,583    5,433,367    1,307,512    3,682,512   1,052,753
Funding of subaccount by Fortis Benefits
 Insurance Company                                 -             -             -            -            -            -           -
Redemption of Fortis Benefits Insurance
 Company investment in subaccount                  -             -             -            -            -            -           -
Dividend income distribution to Fortis
 Benefits Insurance Company                        -             -             -            -            -            -           -
Net increase (decrease) from capital    -------------------------------------------------------------------------------------------
 transactions                            (35,347,528)  (30,677,414)   (8,447,040)   4,124,479  (10,508,984)   2,906,973  10,026,013
Net assets at beginning of period        507,916,391   153,538,606    55,044,510  366,021,085  100,281,675  258,026,237  75,519,214
                                        -------------------------------------------------------------------------------------------
Net assets at end of period             $526,688,738  $132,824,879   $48,737,748 $438,465,903 $ 98,063,099 $275,542,311 $86,757,870
                                        -------------------------------------------------------------------------------------------
                                        -------------------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES.


                                     15


                          Fortis Benefits Insurance Company
                                  Variable Account D

                    Statement of Changes in Net Assets (continued)

                             Year ended December 31, 1997



                                                               FORTIS GLOBAL   FORTIS       FORTIS
                                    FORTIS GROWTH  FORTIS HIGH     ASSET       GLOBAL    INTERNATIONAL                 FORTIS
                                      & INCOME        YIELD      ALLOCATION     BOND         STOCK     FORTIS VALUE   S & P 500
                                    -----------------------------------------------------------------------------------------------
                                                                                                
OPERATIONS
Dividend income                     $  6,654,164   $   71,851  $ 2,358,159  $   805,285  $ 2,559,479   $ 2,718,491   $ 1,361,090
Mortality and expense and policy
 advance charges                      (2,311,419)    (641,985)    (489,857)    (172,763)    (684,830)     (377,532)     (607,630)
Net realized gain (loss)
 on investments                        1,120,673       85,907      218,706      (68,168)     309,917        61,399       831,297
Net unrealized appreciation
 (depreciation) of investments
 during the period                    33,449,045    4,156,960    2,537,910     (676,900)   2,974,721     3,471,343     9,928,599
                                    -----------------------------------------------------------------------------------------------
Net increase (decrease) in net
 assets resulting from operations     38,912,463    3,672,733    4,624,918     (112,546)   5,159,287     5,873,701    11,513,356

CAPITAL TRANSACTIONS
Purchase of Variable Account
 units                                56,082,796   14,037,885    9,248,738    2,704,435   16,326,079    29,249,997    82,381,056
Redemption of Variable Account
 units                                (4,951,613)  (3,986,387)  (1,791,957)  (2,463,332)  (2,103,233)     (695,317)  (23,769,708)
Mortality and expense charges
 redeemed                              2,311,419      641,983      489,857      172,763      684,830       377,532       607,630
Funding of subaccount by Fortis
 Benefits Insurance Company                    -            -            -            -            -             -             -
Redemption of Fortis Benefits
 Insurance Company investment
 in subaccount                                 -            -            -            -            -             -             -
Dividend income distribution to
 Fortis Benefits Insurance Company             -            -     (193,973)    (128,042)    (157,141)      (21,662)      (79,618)
                                    -----------------------------------------------------------------------------------------------
Net increase (decrease) from
 capital transactions                 53,442,602   10,693,483    7,752,665      285,824   14,750,535    28,910,550    59,139,360

Net assets at beginning of period    122,087,921   39,813,044   33,676,273   18,623,272   43,469,557    12,648,523    18,536,048
                                    -----------------------------------------------------------------------------------------------
Net assets at end of period         $214,442,986  $54,179,260  $46,053,856  $18,796,550  $63,379,379   $47,432,774   $89,188,764
                                    -----------------------------------------------------------------------------------------------
                                    -----------------------------------------------------------------------------------------------


SEE ACCOMPANYING NOTES.

                                     16


                         Fortis Benefits Insurance Company
                                 Variable Account D

                   Statement of Changes in Net Assets (continued)

                            Year ended December 31, 1997




                                                                        NORWEST     NORWEST
                                             FORTIS BLUE    NORWEST  INTERMEDIATE     SMALL      NORWEST     SCUDDER      ALLIANCE
                                                CHIP      VALUGROWTH     BOND       COMPANY      INCOME   INTERNATIONAL MONEY MARKET
                                                STOCK                                 STOCK      EQUITY
                                         ------------------------------------------------------------------------------------------
                                                                                                      
OPERATIONS
Dividend income                             $   293,654  $   579,724  $  633,659  $ 1,503,400  $   330,791  $   89,071     $375,670
Mortality and expense and policy
 advance charges                               (447,570)    (221,359)   (101,678)     (95,073)    (305,439)    (66,114)     (33,431)
Net realized gain (loss) on investments         107,559      104,535       2,550       25,285       38,572      40,064            -
Net unrealized appreciation
 (depreciation) of investments during
 the period                                   8,118,339    2,305,264     165,968     (863,445)   4,243,198     164,076            -
                                         ------------------------------------------------------------------------------------------
Net increase (decrease) in net assets
 resulting from operations                    8,071,982    2,768,164     700,499      570,167    4,307,122     227,097       342,239

CAPITAL TRANSACTIONS
Purchase of Variable Account units           42,777,440    8,653,105   3,293,135    5,021,855   25,830,279   2,768,738  168,171,990
Redemption of Variable Account units           (832,257)    (476,484)   (779,906)    (276,048)    (309,223)   (302,454)(167,088,962)
Mortality and expense charges redeemed          447,570      221,359     101,678       95,073      305,439      66,114       33,431
Funding of subaccount by Fortis Benefits
 Insurance Company                                    -            -           -            -            -           -            -
Redemption of Fortis Benefits Insurance
 Company investment in subaccount                     -            -           -            -            -           -            -
Dividend income distribution to Fortis
 Benefits Insurance Company                     (58,517)           -           -            -            -           -            -
                                         ------------------------------------------------------------------------------------------
Net increase (decrease) from capital
 transactions                                42,334,236    8,397,980   2,614,907    4,840,880   25,826,495   2,532,398    1,116,459

Net assets at beginning of period            14,688,036   10,495,280   5,865,200    6,094,981    9,675,189   3,425,231    5,593,809
                                         ------------------------------------------------------------------------------------------
Net assets at end of period                 $65,094,254  $21,661,424  $9,180,606  $11,506,028  $39,808,806  $6,184,726   $7,052,507
                                         ------------------------------------------------------------------------------------------
                                         ------------------------------------------------------------------------------------------


SEE ACCOMPANYING NOTES.

                                     17


                       Fortis Benefits Insurance Company
                              Variable Account D

                Statement of Changes in Net Assets (continued)

                         Year ended December 31, 1997



                                                                                              FEDERATED
                                                           ALLIANCE                               U.S.     FEDERATED
                                             ALLIANCE      PREMIER     SAFECO       SAFECO    GOVERNMENT   HIGH INCOME  FEDERATED
                                           INTERNATIONAL   GROWTH      GROWTH       EQUITY  SECURITIES II* BOND FUND II UTILITY II
                                           ---------------------------------------------------------------------------------------
                                                                                                 
 OPERATIONS
 Dividend income                           $    19,713  $       954  $   506,511 $   102,844  $    3,957 $    67,548  $    4,035
 Mortality and expense and policy advance
   charges                                      (4,653)      (4,656)      (4,146)     (4,251)       (265)     (3,413)     (1,118)
 Net realized gain (loss) on investments       524,319      185,183      260,166      21,442      (1,381)    120,901      48,748
 Net unrealized appreciation (depreciation)
   of investments during the period             25,774       12,341     (501,499)    (19,125)        784      31,419      44,341
                                           ---------------------------------------------------------------------------------------
 Net increase (decrease) in net assets
   resulting from operations                   565,153      193,822      261,032     100,910       3,095     216,455      96,006

 CAPITAL TRANSACTIONS
 Purchase of Variable Account units         65,480,879   13,005,720   13,595,285   4,689,201   1,957,483   7,473,177   8,386,519
 Redemption of Variable Account units      (63,692,893) (11,432,296) (10,315,753) (3,551,876) (1,747,421) (6,024,386) (7,031,477)
 Mortality and expense charges redeemed          4,653        4,656        4,146       4,251         265       3,413       1,118
 Funding of subaccount by Fortis Benefits
   Insurance Company                                 -            -            -           -           -           -           -
 Redemption of Fortis Benefits Insurance
   Company investment in subaccount                  -            -            -           -           -           -           -
 Dividend income distribution to Fortis
   Benefits Insurance Company                        -            -            -           -           -           -           -
                                           ---------------------------------------------------------------------------------------
 Net increase (decrease) from capital
   transactions                              1,792,639    1,578,080    3,283,678   1,141,576     210,327   1,452,204    1,356,160

 Net assets at beginning of period             298,024      231,690      189,755     196,581           -     914,407      198,012
                                           ---------------------------------------------------------------------------------------
 Net assets at end of period               $ 2,655,816  $ 2,003,592  $ 3,734,465 $ 1,439,067  $  213,422 $ 2,583,066  $ 1,650,178
                                           ---------------------------------------------------------------------------------------
                                           ---------------------------------------------------------------------------------------


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

SEE ACCOMPANYING NOTES.


                                     18


                       Fortis Benefits Insurance Company
                              Variable Account D

                Statement of Changes in Net Assets (continued)

                         Year ended December 31, 1997



                                                           LEXINGTON
                                              FEDERATED     NATURAL    LEXINGTON                                        MONTGOMERY
                                               AMERICAN    RESOURCES    EMERGING  MFS EMERGING  MFS HIGH     MFS WORLD   EMERGING
                                              LEADERS II     TRUST      MARKETS      GROWTH       INCOME    GOVERNMENT   MARKETS
                                           ---------------------------------------------------------------------------------------
                                                                                                 
 OPERATIONS
 Dividend income                            $   11,802  $   37,809   $      238   $    5,222  $        -  $    3,011   $     585
 Mortality and expense and policy advance
   charges                                      (6,487)     (4,044)      (1,766)      (8,094)     (3,208)       (888)     (2,178)
 Net realized gain (loss) on investments       366,916     147,314       22,277      278,077      64,089      (9,538)     17,971
 Net unrealized appreciation (depreciation)
   of investments during the period             87,367     (60,160)      13,703      124,482      28,378        (237)     (9,020)
                                           ---------------------------------------------------------------------------------------
 Net increase (decrease) in net assets
   resulting from operations                   459,598     120,919       34,452      399,687      89,259      (7,652)      7,358

 CAPITAL TRANSACTIONS
 Purchase of Variable Account units         20,909,386   7,675,556   10,873,736   50,380,648   2,109,055   4,223,973   7,351,843
 Redemption of Variable Account units      (18,677,016) (7,422,947) (10,335,967) (48,657,063) (1,917,469) (4,151,384) (6,894,401)
 Mortality and expense charges redeemed          6,487       4,044        1,766        8,094       3,208         888       2,178
 Funding of subaccount by Fortis Benefits
   Insurance Company                                 -           -            -            -           -           -           -
 Redemption of Fortis Benefits Insurance
   Company investment in subaccount                  -           -            -            -           -           -           -
 Dividend income distribution to Fortis
   Benefits Insurance Company                        -           -            -            -           -           -           -
                                           ---------------------------------------------------------------------------------------
 Net increase (decrease) from capital
   transactions                              2,238,857     256,653      539,535    1,731,679     194,794      73,477     459,620

 Net assets at beginning of period             494,990     778,755       65,720    2,037,226     394,984      42,523     190,569
                                           ---------------------------------------------------------------------------------------
 Net assets at end of period               $ 3,193,445  $1,156,327  $   639,707  $ 4,168,592  $  679,037  $  108,348   $ 657,547
                                           ---------------------------------------------------------------------------------------
                                           ---------------------------------------------------------------------------------------


SEE ACCOMPANYING NOTES.

                                     19



                       Fortis Benefits Insurance Company
                              Variable Account D

                Statement of Changes in Net Assets (continued)

                         Year ended December 31, 1997



                                                         STRONG      STRONG                                   AMERICAN   AMERICAN
                                            MONTGOMERY DISCOVERY   GOVERNMENT    STRONG       STRONG         CENTURY VP   CENTURY
                                             GROWTH     FUND II   SECURITIES II ADVANTAGE II INTERNATIONAL II  BALANCED  VP GROWTH
                                         -----------------------------------------------------------------------------------------
                                                                                                 
 OPERATIONS
 Dividend income                           $  80,509   $         -  $   4,238 $     6,644     $   25,600 $     8,363  $    2,139
 Mortality and expense and policy advance
   charges                                    (2,758)         (673)      (446)       (122)        (2,462)     (1,284)       (355)
 Net realized gain (loss) on investments     110,597         6,584      1,688       6,199         (1,178)    (65,865)     32,718
 Net unrealized appreciation (depreciation)
   of investments during the period          156,818       (12,707)       277       1,352        (11,451)         51      (7,181)
                                         -----------------------------------------------------------------------------------------
 Net increase (decrease) in net assets
   resulting from operations                 345,166        (6,796)     5,757      14,073         10,509     (58,735)     27,321

 CAPITAL TRANSACTIONS
 Purchase of Variable Account units        4,720,065     1,491,187    192,449      40,789     13,896,848   9,336,521   5,761,482
 Redemption of Variable Account units     (4,059,313)   (1,339,858)  (267,953)   (356,157)   (13,937,360) (8,825,530) (5,717,321)
 Mortality and expense charges redeemed        2,758           673        446         122          2,462       1,284         355
 Funding of subaccount by Fortis Benefits
   Insurance Company                               -             -          -           -              -           -           -
 Redemption of Fortis Benefits Insurance
   Company investment in subaccount                -             -          -           -              -           -           -
 Dividend income distribution to Fortis
   Benefits Insurance Company                      -             -          -           -              -           -           -
                                         -----------------------------------------------------------------------------------------
 Net increase (decrease) from capital
   transactions                              663,510       152,002    (75,058)   (315,246)       (38,050)    512,275      44,516

 Net assets at beginning of period           894,347        91,586     69,301     301,173        358,346     113,083      69,920
                                         -----------------------------------------------------------------------------------------
 Net assets at end of period             $ 1,903,023   $   236,792  $       -  $        -   $    330,805  $  566,623  $  141,757
                                         -----------------------------------------------------------------------------------------
                                         -----------------------------------------------------------------------------------------




SEE ACCOMPANYING NOTES.

                                     20


                       Fortis Benefits Insurance Company
                              Variable Account D

                Statement of Changes in Net Assets (continued)

                         Year ended December 31, 1997



                                                        VAN ECK     NEUBERGER &
                                       VAN ECK         WORLDWIDE     BERMAN AMT      NEUBERGER &
                                      WORLDWIDE       HARD ASSETS     LIMITED        BERMAN AMT
                                      BOND FUND          FUND      MATURITY BOND*     PARTNERS*
                                     -------------------------------------------------------------
                                                                       
 OPERATIONS
 Dividend income                      $    1,403     $    21,541   $         -      $        -
 Mortality and expense and policy
   advance charges                        (1,009)         (4,933)         (742)         (1,259)
 Net realized gain (loss) on
   investments                            15,991         176,670         8,178          12,902
 Net unrealized appreciation
   (depreciation) of investments
   during the period                         325         (76,669)        1,593          17,027
                                      -------------------------------------------------------------
 Net increase (decrease) in net
   assets resulting from operations       16,710         116,609         9,029          28,670

 CAPITAL TRANSACTIONS
 Purchase of Variable Account units    2,437,708      13,173,938     3,132,473       1,237,645
 Redemption of Variable Account
   units                              (2,213,520)    (12,443,877)   (2,806,057)       (677,021)
 Mortality and expense charges
   redeemed                                1,009           4,933           742           1,259
 Funding of subaccount by Fortis
   Benefits Insurance Company                  -               -             -               -
 Redemption of Fortis Benefits
   Insurance Company investment in
   subaccount                                  -               -             -               -
 Dividend income distribution to
   Fortis Benefits Insurance Company           -               -             -               -
                                     -------------------------------------------------------------
 Net increase (decrease) from
   capital transactions                  225,197         734,994       327,158         561,883

 Net assets at beginning of period        36,700         471,605             -               -
                                     -------------------------------------------------------------
 Net assets at end of period         $   278,607   $   1,323,208   $   336,187     $   590,553
                                     -------------------------------------------------------------
                                     -------------------------------------------------------------



                                          INVESCO      INVESCO
                                          HEALTH&     INDUSTRIAL     INVESCO        COMBINED
                                         SCIENCES*     INCOME*      TECHNOLOGY* VARIABLE ACCOUNT
                                     -------------------------------------------------------------
 OPERATIONS
 Dividend income                      $    1,508   $      23,677   $         -  $  100,392,623
 Mortality and expense and policy
   advance charges                          (293)           (361)         (393)    (27,814,406)
 Net realized gain (loss) on
   investments                            (3,047)          5,339         1,683      38,273,799
 Net unrealized appreciation
   (depreciation) of investments
   during the period                       3,774         (13,577)       (5,452)    137,496,762
                                     -------------------------------------------------------------
 Net increase (decrease) in net
   assets resulting from operations        1,942          15,078        (4,162)    248,348,778

 CAPITAL TRANSACTIONS
 Purchase of Variable Account units      664,230         512,375     1,293,756     871,752,580
 Redemption of Variable Account
   units                                (512,802)       (190,322)   (1,121,089)   (684,463,505)
 Mortality and expense charges
   redeemed                                  293             361           393      27,814,406
 Funding of subaccount by Fortis
   Benefits Insurance Company                  -               -             -               -
 Redemption of Fortis Benefits
   Insurance Company investment in
   subaccount                                  -               -             -               -
 Dividend income distribution to
   Fortis Benefits Insurance Company           -               -             -        (638,953)
                                     -------------------------------------------------------------
 Net increase (decrease) from
   capital transactions                  151,721         322,414       173,060     214,464,528

 Net assets at beginning of period             -               -             -   1,869,479,379
                                     -------------------------------------------------------------
 Net assets at end of period           $ 153,663       $ 337,492    $  168,898  $2,332,292,685
                                     -------------------------------------------------------------
                                     -------------------------------------------------------------



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

SEE ACCOMPANYING NOTES.

                                     21


                       Fortis Benefits Insurance Company
                              Variable Account D

                       Statement of Changes in Net Assets

                          Year ended December 31, 1996




                                                            FORTIS U.S.                                 FORTIS
                                            FORTIS GROWTH   GOVERNMENT   FORTIS MONEY  FORTIS ASSET   DIVERSIFIED  FORTIS GLOBAL
                                                STOCK       SECURITIES      MARKET      ALLOCATION      INCOME         GROWTH
                                           ----------------------------------------------------------------------------------------
                                                                                                 
 OPERTIONS
 Dividend income                             $  1,755,003  $ 11,268,567  $  1,961,696  $ 18,389,804  $  7,814,749  $    349,640
 Mortality and expense and policy advance
   charges                                     (6,383,239)   (2,182,582)     (304,880)   (4,666,220)   (1,375,570)   (2,982,707)
 Net realized gain (loss) on investments        6,173,815      (229,036)      875,419     4,730,794        94,162     1,304,350
 Net unrealized appreciation (depreciation)
   of investments during the period            62,258,164    (8,049,967)     (396,193)   17,669,052    (3,883,159)   34,010,868
                                           -------------------------------------------------------------------------------------
 Net increase (decrease) in net assets
   resulting  from operations                  63,803,743       806,982     2,136,042    36,123,430     2,650,182    32,682,151

 CAPITAL TRANSACTIONS
 Purchase of Variable Account units            40,354,935     9,792,095    53,529,569    35,139,069     4,487,798    56,339,715
 Redemption of Variable Account units         (19,671,112)  (32,995,603)  (38,173,512)  (27,343,627)  (12,133,337)   (4,633,717)
 Mortality and expense charges redeemed         6,383,239     2,182,582       304,880     4,666,220     1,375,570     2,982,707
 Funding of subaccount by Fortis Benefits
   Insurance Company                                    -             -             -             -             -             -
 Redemption of Fortis Benefits Insurance
   Company investment in subaccount                     -             -             -             -             -             -
 Dividend income distribution to
   Fortis Benefits Insurance Company                    -             -             -             -             -             -
 Net increase (decrease) from capital      -------------------------------------------------------------------------------------
   transactions                                27,067,062   (21,020,926)   15,660,937    12,461,662    (6,269,969)   54,688,705

 Net assets at beginning of period            417,045,586   173,752,550    37,247,531   317,435,993   103,901,462   170,655,381
                                           -------------------------------------------------------------------------------------
 Net assets at end of period                 $507,916,391  $153,538,606  $ 55,044,510  $366,021,085  $100,281,675  $258,026,237
                                           -------------------------------------------------------------------------------------
                                           -------------------------------------------------------------------------------------


SEE ACCOMPANYING NOTES.

                                     22


                       Fortis Benefits Insurance Company
                              Variable Account D

                 Statement of Changes in Net Assets (continued)

                         Year ended December 31, 1996




                                                 FORTIS                                 FORTIS GLOBAL                   FORTIS
                                               AGGRESSIVE  FORTIS GROWTH   FORTIS HIGH      ASSET      FORTIS GLOBAL  INTERNATIONAL
                                                 GROWTH      & INCOME         YIELD       ALLOCATION       BOND          STOCK
                                           ----------------------------------------------------------------------------------------
                                                                                                  
 OPERATIONS
 Dividend income                              $   130,127  $  3,357,159   $ 3,381,726   $ 1,354,041   $   900,099   $ 1,318,016
 Mortality and expense and policy advance
   charges                                       (818,660)   (1,187,861)     (431,670)     (300,249)     (142,264)     (377,251)
 Net realized gain (loss) on investments        1,462,499       214,625        60,612        62,447        11,779       153,762
 Net unrealized appreciation (depreciation)
   of investments during the period               311,941    14,270,467      (261,534)    2,171,960       394,408     3,249,452
                                           ----------------------------------------------------------------------------------------
 Net increase (decrease) in net assets
   resulting from operations                    1,085,907    16,654,390     2,749,134     3,288,199     1,164,022     4,343,979

 CAPITAL TRANSACTIONS
 Purchase of Variable Account units            45,154,232    51,705,892    14,950,454    15,032,759     8,709,675    24,843,475
 Redemption of Variable Account units          (9,407,569)   (1,795,563)   (3,738,286)     (743,168)   (2,924,096)   (2,013,891)
 Mortality and expense charges redeemed           818,660     1,187,861       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)
                                           ----------------------------------------------------------------------------------------
 Net increase (decrease) from capital
   transactions                                36,565,323    51,098,190    11,643,838    17,391,415    10,740,230    26,031,112

 Net assets at beginning of period             37,867,984    54,335,341    25,420,072    12,996,659     6,719,020    13,094,466
                                           ----------------------------------------------------------------------------------------
 Net assets at end of period                  $75,519,214  $122,087,921   $39,813,044   $33,676,273   $18,623,272   $43,469,557
                                           ----------------------------------------------------------------------------------------
                                           ----------------------------------------------------------------------------------------


SEE ACCOMPANYING NOTES.

                                     23


                          Fortis Benefits Insurance Company
                                  Variable Account D

                    Statement of Changes in Net Assets (continued)

                             Year ended December 31, 1996



                                                                             FORTIS                       NORWEST         NORWEST
                                                             FORTIS         BLUE CHIP      NORWEST      INTERMEDIATE   SMALL COMPANY
                                            FORTIS VALUE*   S & P 500*        STOCK*      VALUGROWTH       BOND            STOCK
                                            ----------------------------------------------------------------------------------------
                                                                                                     
OPERATIONS
Dividend income                             $    67,900    $   102,931    $    50,146    $    82,203     $  266,665     $  512,352
Mortality and expense and policy
  advance charges                               (50,034)       (58,475)       (42,346)      (106,853)       (59,335)       (36,673)
Net realized gain (loss) on investments           4,138         79,382        101,880         55,679          2,306          8,076
Net unrealized appreciation (depreciation)
  of investments during the period              883,605      1,420,323      1,330,919      1,308,423       (240,519)       722,953
                                            ----------------------------------------------------------------------------------------
Net increase (decrease) in net assets
  resulting from operations                     905,609      1,544,161      1,440,599      1,339,452        (30,883)     1,206,708

CAPITAL TRANSACTIONS
Purchase of Variable Account units           11,049,449     14,397,817     12,543,584      4,632,105      3,468,748      3,069,610
Redemption of Variable Account units            (62,025)      (990,762)    (2,873,938)      (340,655)      (700,061)      (128,442)
Mortality and expense charges redeemed           50,034         58,475         42,346        106,853         59,335         36,673
Funding of subaccount by Fortis Benefits
  Insurance Company                             710,000      3,550,000      3,550,000              -              -      1,038,350
Redemption of Fortis Benefits Insurance
  Company investment in subaccount                    -              -              -              -              -              -
Dividend income distribution to Fortis
  Benefits Insurance Company                     (4,544)       (23,643)       (14,555)             -              -              -
                                            ----------------------------------------------------------------------------------------
Net increase (decrease) from capital
  transactions                               11,742,914     16,991,887     13,247,437      4,398,303      2,828,022      4,016,191

Net assets at beginning of period                     -              -              -      4,757,525      3,068,061        872,082
                                            ----------------------------------------------------------------------------------------
Net assets at end of period                 $12,648,523    $18,536,048    $14,688,036    $10,495,280     $5,865,200     $6,094,981
                                            ----------------------------------------------------------------------------------------
                                            ----------------------------------------------------------------------------------------


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

SEE ACCOMPANYING NOTES.

                                     24


                          Fortis Benefits Insurance Company
                                  Variable Account D

                    Statement of Changes in Net Assets (continued)

                             Year ended December 31, 1996




                                               NORWEST                     ALLIANCE                       ALLIANCE
                                               INCOME         SCUDDER        MONEY        ALLIANCE        PREMIER         SAFECO
                                               EQUITY*     INTERNATIONAL   MARKET***    INTERNATIONAL***  GROWTH***       GROWTH**
                                             --------------------------------------------------------------------------------------
                                                                                                       
OPERATIONS
Dividend income                              $   73,375     $   47,233   $    102,380    $     1,304    $    24,242      $  14,945
Mortality and expense and policy
  advance charges                               (42,286)       (37,291)       (10,300)          (544)          (671)           (48)
Net realized gain (loss) on investments           3,546          7,053              -          1,004         28,494         (6,108)
Net unrealized appreciation (depreciation)
  of investments during the period              619,284        312,160              -          5,046          6,502        (10,564)
                                             --------------------------------------------------------------------------------------
Net increase (decrease) in net assets
  resulting from operations                     653,919        329,155         92,080          6,810         58,567         (1,775)

CAPITAL TRANSACTIONS
Purchase of Variable Account units            9,076,709      1,328,103     29,009,905      3,914,735      1,256,492        441,504
Redemption of Variable Account units            (97,725)       (80,771)   (23,518,476)    (3,624,065)    (1,084,040)      (250,022)
Mortality and expense charges redeemed           42,286         37,291         10,300            544            671             48
Funding of subaccount by Fortis Benefits
  Insurance Company                                   -              -              -              -              -              -
Redemption of Fortis Benefits Insurance
  Company investment in subaccount                    -              -              -              -              -              -
Dividend income distribution to Fortis
  Benefits Insurance Company                          -              -              -              -              -              -
                                             --------------------------------------------------------------------------------------
Net increase (decrease) from capital
transactions                                  9,021,270      1,284,623      5,501,729        291,214        173,123        191,530

Net assets at beginning of period                     -      1,811,453              -              -              -              -
                                             --------------------------------------------------------------------------------------
Net assets at end of period                  $9,675,189     $3,425,231   $  5,593,809    $   298,024    $   231,690      $ 189,755
                                             --------------------------------------------------------------------------------------
                                             --------------------------------------------------------------------------------------



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

SEE ACCOMPANYING NOTES.

                                     25


                          Fortis Benefits Insurance Company
                                  Variable Account D

                    Statement of Changes in Net Assets (continued)

                             Year ended December 31, 1996




                                                                                                         LEXINGTON
                                                             FEDERATED                     FEDERATED      NATURAL      LEXINGTON
                                                SAFECO      HIGH INCOME     FEDERATED      AMERICAN      RESOURCES      EMERGING
                                                EQUITY**  BOND FUND II*** UTILITY II***  LEADERS II***     TRUST***    MARKETS***
                                               ------------------------------------------------------------------------------------
                                                                                                     
OPERATIONS
Dividend income                                $ 17,950     $   20,894     $    2,018     $    3,741    $     1,130    $         -
Mortality and expense and policy
  advance charges                                   (26)        (1,205)          (203)          (869)          (909)          (253)
Net realized gain (loss) on investments               -          6,428         11,122         22,746         33,868           (583)
Net unrealized appreciation (depreciation)
  of investments during the period              (19,651)        18,570          3,058         12,051          6,904            801
                                               ------------------------------------------------------------------------------------
Net increase (decrease) in net assets
  resulting from operations                      (1,727)        44,687         15,995         37,669         40,993            (35)

CAPITAL TRANSACTIONS
Purchase of Variable Account units              198,282      1,538,226      1,026,928      1,372,344      2,056,140      1,131,006
Redemption of Variable Account units                  -       (669,711)      (845,114)      (915,892)    (1,319,287)    (1,065,504)
Mortality and expense charges redeemed               26          1,205            203            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                          -              -              -              -              -              -
                                               ------------------------------------------------------------------------------------
Net increase (decrease) from capital
  transactions                                  198,308        869,720        182,017        457,321        737,762         65,755

Net assets at beginning of period                     -              -              -              -              -              -
                                               ------------------------------------------------------------------------------------
Net assets at end of period                    $196,581     $  914,407     $  198,012     $  494,990    $   778,755    $    65,720
                                               ------------------------------------------------------------------------------------
                                               ------------------------------------------------------------------------------------



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

SEE ACCOMPANYING NOTES.

                                     26


                          Fortis Benefits Insurance Company
                                  Variable Account D

                    Statement of Changes in Net Assets (continued)

                             Year ended December 31, 1996




                                                                                 MONTGOMERY                STRONG       STRONG
                                         MFS EMERGING   MFS HIGH    MFS WORLD     EMERGING   MONTGOMERY   DISCOVERY   GOVERNMENT
                                           GROWTH***    INCOME***  GOVERNMENT*** MARKETS***  GROWTH***   FUND II*** SECURITIES II***
                                        --------------------------------------------------------------------------------------------
                                                                                               
OPERATIONS
Dividend income                         $      8,097    $  21,440   $       -    $     391 $    41,303    $   6,715   $   1,630
Mortality and expense and
  policy advance charges                      (3,876)      (1,019)       (116)        (375)     (1,779)        (544)       (671)
Net realized gain (loss)
  on investments                             148,625       12,701       2,897         (499)     42,751       (5,280)      2,051
Net unrealized appreciation
  (depreciation)of investments
  during the period                          (29,630)         116         283        1,434     (19,045)       2,186        (276)
                                        --------------------------------------------------------------------------------------------
Net increase (decrease) in net
  assets resulting from operations           123,216       33,238       3,064          951      63,230        3,077       2,734

CAPITAL TRANSACTIONS
Purchase of Variable Account units        21,176,704      672,340     262,500      801,303   2,961,408      321,349     743,861
Redemption of Variable Account units     (19,266,570)    (311,613)   (223,157)    (612,060) (2,132,070)    (233,384)   (677,965)
Mortality and expense charges redeemed         3,876        1,019         116          375       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                       -            -           -            -           -            -           -
                                        --------------------------------------------------------------------------------------------
Net increase (decrease) from capital
  transactions                             1,914,010      361,746      39,459      189,618     831,117       88,509      66,567

Net assets at beginning of period                  -            -           -            -           -            -           -
                                        --------------------------------------------------------------------------------------------
Net assets at end of period             $  2,037,226    $ 394,984   $  42,523    $ 190,569 $   894,347    $  91,586   $  69,301
                                        --------------------------------------------------------------------------------------------
                                        --------------------------------------------------------------------------------------------


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

SEE ACCOMPANYING NOTES.

                                     27


                          Fortis Benefits Insurance Company
                                  Variable Account D

                    Statement of Changes in Net Assets (continued)

                             Year ended December 31, 1996



                                                                                              VAN ECK     VAN ECK
                                            STRONG      STRONG      AMERICAN    AMERICAN     WORLDWIDE   WORLDWIDE      COMBINED
                                          ADVANTAGE  INTERNATIONAL CENTURY VP    CENTURY      BOND      HARD ASSETS     VARIABLE
                                             II***      II***     BALANCED***  VP GROWTH***   FUND***      FUND***      ACCOUNT
                                         -----------------------------------------------------------------------------------------
                                                                                               
OPERATIONS
Dividend income                          $    5,379   $    1,058   $      140   $      113  $      468   $    3,629 $   53,462,399
Mortality and expense and policy                (48)         (26)      (1,205)        (203)       (869)      (1,505)   (21,613,710)
  advance charges
Net realized gain (loss) on investments       1,416       15,704        2,990       (5,589)       (109)      (3,564)    15,488,353
Net unrealized appreciation
  (depreciation) of investments during
  the period                                 (1,352)       2,576          959         (886)        398       18,031    128,100,118
                                         -----------------------------------------------------------------------------------------
Net increase (decrease) in net assets
  resulting from operations                   5,395       19,312        2,884       (6,565)       (112)      16,591    175,437,160

CAPITAL TRANSACTIONS
Purchase of Variable Account units        1,277,539    4,776,591      651,649    1,563,734      63,735    2,385,593    499,209,661
Redemption of Variable Account units       (981,809)  (4,437,583)    (542,655)  (1,487,452)    (27,792)  (1,932,084)  (227,006,165)
Mortality and expense charges redeemed           48           26        1,205          203         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)
                                         -----------------------------------------------------------------------------------------
Net increase (decrease) from capital
  transactions                              295,778      339,034      110,199       76,485      36,812      455,014    313,061,053
Net assets at beginning of period                 -            -            -            -           -            -  1,380,981,166
                                         -----------------------------------------------------------------------------------------
Net assets at end of period              $  301,173   $  358,346   $  113,083   $   69,920  $   36,700   $  471,605 $1,869,479,379
                                         -----------------------------------------------------------------------------------------
                                         -----------------------------------------------------------------------------------------


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

SEE ACCOMPANYING NOTES.

                                     28


                          Fortis Benefits Insurance Company
                                  Variable Account D

                            Notes to Financial Statements

                                  December 31, 1997


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 the end of 1997, Fortis Benefits had
approximately $94 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 assets in excess
of $167 billion at the end of 1997.

There were forty-nine subaccounts that had activity in 1997, forty-seven of
these subaccounts are active, and two are inactive as of December 31, 1997. The
investment objectives and policies of each of the Account's subaccounts are as
follows.


                                     29


                          Fortis Benefits Insurance Company
                                  Variable Account D

                            Notes to Financial Statements

                                  December 31, 1997


ACTIVE SUBACCOUNTS

FORTIS SERIES FUND, INC.

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


                                     30


                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


1. GENERAL (CONTINUED)

FORTIS SERIES FUND, INC. (CONTINUED)

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

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

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

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

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

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


                                     31


                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


1. GENERAL (CONTINUED)

FORTIS SERIES FUND, INC. (CONTINUED)

- -    GLOBAL ASSET ALLOCATION SUBACCOUNT--seeks favorable overall rates of return
     on capital, primarily through increased ownership of foreign and domestic
     equity securities during periods when stock market conditions appear
     favorable, and short-term and long-term foreign and 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 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 SUBACCOUNT--seeks growth of capital by investing principally in
     medium and large capitalization companies that possess above-average growth
     characteristics and attractive valuations.

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


                                     32


                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


1. GENERAL (CONTINUED)

NORWEST SELECT FUNDS (CONTINUED)

- -    SMALL COMPANY STOCK SUBACCOUNT--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 SUBACCOUNT--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 FUND

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

ALLIANCE VARIABLE PRODUCT SERIES

- -    MONEY MARKET SUBACCOUNT--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 SUBACCOUNT--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 SUBACCOUNT--seeks growth of capital by pursuing aggressive
     investment policies, investments will be based upon their potential for
     capital appreciation.


                                     33


                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


1. GENERAL (CONTINUED)

SAFECO RESOURCE SERIES

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

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

FEDERATED INSURANCE SERIES

- -    U.S. GOVERNMENT SECURITIES II SUBACCOUNT--seeks to provide current income,
     by investing at least 65% of the value of the assets in securities of the
     U.S. Government, its agencies or instrumentalities.

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

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

LEXINGTON FUNDS, INC.

- -    NATURAL RESOURCES TRUST SUBACCOUNT--seeks 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 SUBACCOUNT--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.


                                     34


                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


1. GENERAL (CONTINUED)

MFS VARIABLE INSURANCE TRUST

- -    EMERGING GROWTH SUBACCOUNT--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.

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

- -    WORLD GOVERNMENT SUBACCOUNT--seeks growth of capital, with moderate current
     income through investment in an internationally diversified portfolio
     consisting primarily of debt securities and, to a lesser extent, equity
     securities.

MONTGOMERY VARIABLE FUNDS

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

STRONG VARIABLE INSURANCE FUNDS

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

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


                                     35


                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


1. GENERAL (CONTINUED)

AMERICAN CENTURY INVESTMENTS

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

- -    VP GROWTH SUBACCOUNT--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 SUBACCOUNT--seeks high return through a flexible policy
     of investing globally, primarily in debt securities.

- -    WORLDWIDE HARD ASSETS FUND SUBACCOUNT--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.

NEUBERGER & BERMAN, INC.

- -    AMT LIMITED MATURITY BOND SUBACCOUNT--seeks to provide the highest current
     income consistent with low risk by primarily investing in U.S. Government
     and Agency securities and investment grade debt securities issued by
     financial institutions, corporations and others.

- -    AMT PARTNERS SUBACCOUNT--seeks capital growth, by investing principally in
     common stock of any other equity securities of established companies.

INVESCO VARIABLE INVESTMENTS FUNDS, INC.

- -    HEALTH & SCIENCES SUBACCOUNT--seeks capital appreciation by investing in
     equity securities of companies that develop, produce or distribute products
     or services related to health care.


                                     36


                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


1. GENERAL (CONTINUED)

INVESCO VARIABLE INVESTMENTS FUNDS, INC. (CONTINUED)

- -    INDUSTRIAL INCOME SUBACCOUNT--seeks the best possible current income while
     following sound investment practices. The fund normally invests 65% of its
     total assets in dividend-paying common stock, and an additional 10% in
     equity securities that do not pay a regular dividend, with the remainder
     being invested in corporate bonds.

- -    TECHNOLOGY SUBACCOUNT--seeks capital appreciation by investing in equity
     securities of companies in technology-related industries.

INACTIVE SUBACCOUNTS

STRONG VARIABLE INSURANCE FUNDS

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

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

INVESTMENT TRANSACTIONS

Capital gain distributions from subaccounts are recorded on the ex-dividend date
and reinvested upon receipt.


                                     37


                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


2. Summary of Significant Accounting Policies (continued)

INVESTMENT INCOME

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

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of net assets at the date of the financial
statements and the reported amounts of net increase and decrease in net assets
from operations during the reporting period. Actual results could differ from
these estimates.

3. INVESTMENTS

Investment in shares of the Fortis Series Fund, Inc. Subaccounts are stated at
market value, which is based on the percentage owned by the Account of the net
asset value of the respective portfolios of these Series. The Series' net asset
value is based on market quotations of the securities held in the portfolio.
Investment in the other subaccounts is valued at the net asset (market) value
per share at the close of business on December 31, 1997, as reported by the
respective mutual fund.

The cost of investments sold and redeemed is determined on the average cost
method. Unrealized appreciation or depreciation of investments represents the
Account's share of the subaccounts' undistributed net investment income,
undistributed realized gains or losses and unrealized appreciation or
depreciation.


                                     38


                          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, including reinvested dividends
and realized capital gains, and average cost of investments sold or redeemed
were as follows:




YEAR ENDED DECEMBER 31, 1997
                                                                      SHARES
                                                         --------------------------------         COST OF          COST OF SALES/
                                                            PURCHASED           SOLD             PURCHASES          REDEMPTIONS
                                                         ------------------------------------------------------------------------
                                                                                                      
  Fortis Series Fund, Inc.:
    Growth Stock                                             335,736          1,531,197       $  11,342,305       $  33,582,166
    U.S. Government Securities                             1,516,213          3,606,464          15,759,952          38,875,792
    Money Market                                           4,699,565          5,310,661          52,053,237          58,055,261
    Asset Allocation                                       4,812,001          1,449,334          85,708,909          20,712,037
    Diversified Income                                       865,982          1,255,212          10,021,255          14,754,885
    Global Growth                                            995,381            999,116          19,063,321          14,002,309
    Aggressive Growth                                      1,136,613            420,068          14,370,430           5,293,083
    Growth & Income                                        3,670,172            288,495          62,736,960           3,830,940
    High Yield                                             1,365,421            386,498          14,109,736           3,900,480
    Global Asset Allocation                                  869,773            147,998          11,606,897           1,767,225
    Global Bond                                              309,549            239,582           3,509,720           2,659,542
    International Stock                                    1,405,870            168,466          18,885,558           1,950,457
    Value                                                  2,474,886             56,145          31,968,488             655,579
    S & P 500                                              6,117,672          1,766,129          83,742,146          23,018,029
    Blue Chip Stock                                        3,219,587             67,752          43,071,094             783,215
  Norwest Select Fund:
    ValuGrowth                                               552,655             28,517           9,232,829             371,949
    Intermediate Bond                                        353,877             70,931           3,926,794             777,355
    Small Company Stock                                      451,498             19,700           6,525,255             250,763
    Income Equity                                          2,067,474             24,292          26,161,070             270,651
  Scudder Variable Life Investment Fund:
    International                                            201,696             21,882           2,857,809             262,389
  Alliance Variable Product Series:
    Money Market                                         168,743,834        167,088,962         168,547,660         167,088,962
    International                                          4,259,167          4,102,363          65,500,592          63,168,574
    Premier Growth                                           659,976            579,278          13,006,674          11,247,113
  SAFECO Resource Series:
    Growth                                                   558,931            408,849          14,101,796          10,055,588
    Equity                                                   200,558            150,645           4,792,045           3,530,435
  Federated Insurance Series:
    U.S. Government Securities II                            189,579            169,330           1,961,440           1,748,802
    High Income Bond Fund II                                 717,728            571,130           7,540,725           5,903,485


                                     39


                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


3. INVESTMENTS (CONTINUED)




YEAR ENDED DECEMBER 31, 1997 (CONTINUED)
                                                                      SHARES
                                                         --------------------------------         COST OF          COST OF SALES/
                                                            PURCHASED           SOLD             PURCHASES          REDEMPTIONS
                                                         ------------------------------------------------------------------------
                                                                                                      
  Federated Insurance Series (continued):
    Utility II                                               654,493            555,782       $    8,390,554      $    6,982,730
    American Leaders II                                    1,176,026          1,045,781           20,921,188          18,310,100
  Lexington Funds, Inc.:
    Natural Resources Trust                                  514,330            491,272            7,713,365           7,275,632
    Emerging Markets                                       1,022,290            957,013           10,873,974          10,313,690
  MFS Variable Insurance Trust:
    Emerging Growth                                        3,384,527          3,280,119           50,385,870          48,378,986
    High Income                                              180,043            161,398            2,109,055           1,853,381
    World Government                                         415,944            409,351            4,226,984           4,160,922
  Montgomery Variable Funds:
    Emerging Markets                                         610,961            569,631            7,352,428           6,876,431
    Growth                                                   360,865            307,287            4,800,574           3,948,716
  Strong Variable Insurance Funds:
    Discovery II                                             122,063            110,861            1,491,187           1,333,274
    Government Securities II                                  19,685             26,896              196,687             266,265
    Advantage II                                               4,923             35,492               47,433             349,958
    International II                                       1,239,125          1,235,541           13,922,448          13,938,538
  American Century Investments:
    VP Balanced                                            1,182,715          1,128,948            9,344,884           8,891,395
    VP Growth                                                566,923            559,107            5,763,621           5,684,603
 Van Eck Worldwide Insurance Trust:
    Worldwide Bond Fund                                      227,792            205,747            2,439,111           2,197,529
    Worldwide Hard Assets Fund                               807,446            751,425           13,195,479          12,267,207
  Neuberger & Berman, Inc.:
    AMT Limited Maturity Bond                                226,730            202,921            3,132,473           2,797,879
    AMT Partners                                              62,683             34,016            1,237,645             664,119
  INVESCO, Inc.:
    Health & Sciences                                         63,755             49,852              665,738             515,849
    Industrial Income                                         30,556             10,750              536,052             184,983
    Technology                                               114,405             99,648            1,293,756           1,119,404


                                     40


                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


3. INVESTMENTS (CONTINUED)




YEAR ENDED DECEMBER 31, 1996
                                                                      SHARES
                                                         --------------------------------         COST OF          COST OF SALES/
                                                            PURCHASED           SOLD             PURCHASES          REDEMPTIONS
                                                         ------------------------------------------------------------------------
                                                                                                      
  Fortis Series Fund, Inc.:
    Growth Stock                                           1,370,049            636,480       $  42,109,938       $  13,497,297
    U.S. Government Securities                             2,026,793          3,066,517          21,060,662          33,224,639
    Money Market                                           5,073,668          3,484,284          55,491,265          37,298,093
    Asset Allocation                                       3,197,739          1,656,181          53,528,873          22,612,833
    Diversified Income                                     1,059,188          1,005,530          12,302,547          12,039,175
    Global Growth                                          3,199,292            254,987          56,689,355           3,329,367
    Aggressive Growth                                      3,211,708            654,509          45,284,359           7,945,070
    Growth & Income                                        3,941,717            123,779          55,063,051           1,580,938
    High Yield                                             1,807,146            365,643          18,332,180           3,677,674
    Global Asset Allocation                                1,559,894             73,695          16,386,800             823,449
    Global Bond                                            1,364,526            280,803           9,609,774           3,130,682
    International Stock                                    2,507,267            175,126          26,161,491           1,961,927
    Value                                                  1,116,954              3,953          11,117,349              62,431
    S & P 500                                              1,704,862             90,342          14,500,748             935,023
    Blue Chip Stock                                        1,529,208            271,863          12,593,730           2,786,613
  Norwest Select Fund:
    ValuGrowth                                               353,709             25,400           4,714,308             284,976
    Intermediate Bond                                        348,598             64,140           3,735,413             697,755
    Small Company Stock                                      383,591              9,976           3,581,962             120,366
    Income Equity                                            862,403              9,655           9,150,084              94,179
  Scudder Variable Life Investment Fund:
    International                                            102,501              6,404           1,375,336              73,718
  Alliance Variable Product Series:
    Money Market                                          29,112,285         23,518,475          29,112,285          23,518,476
    International                                            267,100            245,510           3,916,039           3,623,061
    Premier Growth                                            85,058             69,550           1,280,734           1,055,546
  SAFECO Resource Series:
    Growth                                                    22,197             12,345             456,449             256,130
    Equity                                                     9,848                  -             216,232                   -
  Federated Insurance Series:
    High Income Bond Fund II                                 157,321             67,532           1,559,120             663,283
    Utility II                                                90,922             74,159           1,028,946             833,992
    American Leaders II                                       95,526             62,716           1,376,085             893,146
  Lexington Funds, Inc.:
    Natural Resources Trust                                  152,853             98,312           2,057,270           1,285,419
    Emerging Markets                                         113,436            106,965           1,131,006           1,066,087


                                     41


                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


3. INVESTMENTS (CONTINUED)




YEAR ENDED DECEMBER 31, 1996 (CONTINUED)
                                                                      SHARES
                                                         --------------------------------         COST OF          COST OF SALES/
                                                            PURCHASED           SOLD             PURCHASES          REDEMPTIONS
                                                         ------------------------------------------------------------------------
                                                                                                      
  MFS Variable Insurance Trust:
    Emerging Growth                                        1,578,769          1,407,439       $  21,184,801       $  19,117,945
    High Income                                               63,722             27,858             693,780             298,912
    World Government                                          25,429             21,388             262,500             220,260
  Montgomery Variable Funds:
    Emerging Markets                                          76,490             58,302             801,694             612,559
    Growth                                                   247,860            176,044           3,002,711           2,089,319
  Strong Variable Insurance Funds:
    Discovery II                                              30,107             21,579             328,064             238,664
    Government Securities II                                  77,845             70,643             745,491             675,914
    Advantage II                                             127,142             97,506           1,282,918             980,393
    International II                                         426,367            397,453           4,777,649           4,457,879
  American Century Investments:
    VP Balanced                                               81,810             72,450             651,789             539,665
    VP Growth                                                151,040            144,527           1,563,847           1,481,863
  Van Eck Worldwide Insurance Trust:
    Worldwide Bond Fund                                        6,378              2,578              64,203              27,683
    Worldwide Hard Assets Fund                               146,445            118,292           2,389,222           1,928,520


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, 1997:




                                                            COST OF
                                             SHARES         SHARES
                                          ----------------------------
                                                   
  Fortis Series Fund, Inc.:
    Global Asset Allocation                 295,737      $ 3,040,051
    Global Bond                             516,382        5,230,947
    International Stock                     294,127        3,002,830
    Value                                    73,766          752,487
    S & P 500                               355,359        3,584,178
    Blue Chip Stock                         352,534        3,534,435
  Norwest Select Fund:
    Small Company Stock                     131,150        1,389,185


                                     42


                          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 Annuity and Masters Variable Annuity and $30
for each Norwest Passage Variable Annuity and Value Advantage Plus Variable
Annuity on each anniversary of the contract date and upon total surrender of the
contract. This charge will be waived during the accumulation period if the
contract value at the end of the contract year (or upon total surrender) is
$25,000 or more, for the Opportunity Variable Annuity, Masters Variable Annuity
and Norwest Passage Variable Annuity.

MORTALITY AND EXPENSE RISK CHARGE

Fortis Benefits assesses each subaccount of the Opportunity Variable Annuity,
Masters Variable Annuity and Norwest Passage Variable Annuity a daily charge for
mortality and expense risk at an annual rate of 1.25% of the net assets. For the
Value Advantage Plus Variable Annuity the mortality and expense risk charge is
assessed at an annual rate of 0.45%.


                                     43


                          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 Annuity and
Masters Variable Annuity a daily charge for administrative expense at annual
rate of 0.10% of the net assets. For the Norwest Passage Variable Annuity the
mortality and expense risk charge is assessed at an annual rate of 0.15%.

SURRENDER CHARGE

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

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

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

- -    For Master 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. The percentage of
payments is set at 5% during the first five years on the Opportunity Variable
Annuity and Norwest Passage Variable Annuity contracts with a sliding scale down
to zero by the end of the fifth year, and is set at 7% during the first seven
years of the Master Variable Annuity contracts, with a sliding scale down to
zero by the end of the seventh year. Surrender charges collected by Fortis
Benefits were $3,567,880 and $2,727,170 in 1997 and 1996, respectively.


                                     44


                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


5. FEDERAL INCOME TAXES

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

6. RELATED PARTY TRANSACTIONS

Fortis Advisers, Inc. (a wholly-owned subsidiary of Fortis, Inc.) provides
investment management services to Fortis Series Fund, Inc. in exchange for
investment advisory and management fees. Investment advisory and management fees
are based on each portfolio's daily net assets and decrease 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 variable accounts to which
Fortis Advisers, Inc. provided investment management services amounted to
$14,415,172 and $11,076,174 in 1997 and 1996, respectively.

7. YEAR 2000 ISSUE (UNAUDITED)

The Year 2000 issue is the result of computer programs having been written using
two digits rather than four to define a year. Any programs that have
time-sensitive software may recognize a date using "00" as the year 1900 rather
than 2000. This could result in the failure of major systems or miscalculations,
which could have a material impact on the operations of the Account. The Account
has no computer systems of its own but is dependent upon the systems of Fortis
Benefits, Fortis Advisers and certain other third parties.


                                     45


                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


7. YEAR 2000 ISSUE (UNAUDITED) (CONTINUED)

A comprehensive review of Fortis Benefits' and Fortis Advisers' computer systems
and business processes has been conducted to identify the major systems that
could be affected by the Year 2000 issue. Steps are being taken to resolve any
potential problems including modification to existing software and the purchase
of new software. These measures are scheduled to be completed and tested on a
timely basis. Fortis Benefits' and Fortis Advisers' goal is to complete internal
remediation and testing of each system by early 1999. The Year 2000 readiness of
the unaffiliated investment managers and other third parties whose system
failures could have an impact on the Account's operations is currently being
evaluated. The potential materiality of any such impact is not known at this
time.



                                     46

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 Variable 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 Alliance 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 Alliance Money Market Subaccount as of
December 31, 1997 was 4.86%.

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

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

The seven day effective yield for the Alliance Money Market Subaccount as of
December 31, 1997 was 4.97%.

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:

                              |( A-B    ) 6   |
                             2|( ---- +1)  -1 |
                              |( CD]    )     |
                              |_             _|


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

     B = expenses accrued for the period,

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

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

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




            SUBACCOUNT                                                   YIELD
            ----------                                                   -----
                                                                    
     Federated High Yield Bond . . . . . . . . . . . . . . . . . . . . .8.67%
     Federated U.S. Government Securities  . . . . . . . . . . . . . . .2.35%
     MFS High Income . . . . . . . . . . . . . . . . . . . . . . . . . 14.01%
     MFS World Governments . . . . . . . . . . . . . . . . . . . . . . .2.67%
     Van Eck Worldwide Bond  . . . . . . . . . . . . . . . . . . . . . .6.49%


                                         A-1



TOTAL RETURN CALCULATIONS

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

AVERAGE ANNUAL TOTAL RETURN

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

                  n
          P(1 + T) = CSV

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

          T = average annual total return,

          n = number of years, and

          CSV = end of period Cash Surrender Value of hypothetical $1,000
          purchase payment made at the beginning of the period, assuming
          deduction of a proportionate amount of the annual administrative
          charge (based on average Contract size).

The following table show total average annual rates of return for the periods
indicated:


              Subaccount                                            One Year Period       Commencement to
                                                                  Ended Dec. 31, 1997      Dec. 31, 1997
- --------------------------------------------------                ------------------      ---------------
                                                                                       
Alliance International Portfolio                                           -0.14%               2.67%
Alliance Premier Growth Portfolio                                          30.25%              25.34%
American Century VP Balanced Fund                                          12.18%              11.57%
American Century VP Capital Appreciation Fund                              -6.73%              -6.66%
Federated High Income Bond Fund II                                         10.33%              10.63%
Federated Utility II                                                       23.07%              15.79%
Federated American Leaders II                                              28.74%              22.27%
Federated U.S. Government Securities II                                       NA                  NA
INVESCO Industrial Income Portfolio                                           NA                  NA
INVESCO Health Sciences Portfolio                                             NA                  NA
INVESCO Technology Portfolio                                                  NA                  NA
Lexington Natural Resources Trust                                           3.66%              12.57%
Lexington Emerging Markets Fund                                           -14.96%             -10.97%
MFS Emerging Growth Series                                                 18.36%              16.72%
MFS High Income Series                                                     10.11%              10.16%
MFS World Government Series                                                -4.57%              -0.27%
Montgomery Emerging Markets Fund                                           -4.02%              -1.18%




                                         A-2






              Subaccount                                            One Year Period       Commencement to
                                                                  Ended Dec. 31, 1997      Dec. 31, 1997
- --------------------------------------------------                ------------------      ---------------
                                                                                       
Montgomery Growth Fund                                                     24.93%              27.45%
Neuberger & Berman Limited Maturity Bond Portfolio                            NA               17.04%
Neuberger & Berman Partners Portfolio                                         NA                  NA
SAFECO Equity Portfolio                                                    21.27%              17.04%
SAFECO Growth Portfolio                                                    41.19%              42.80%
Strong Discovery Fund II                                                    7.89%               4.36%
Strong International Stock Fund II                                        -16.90%              -6.72%
Van Eck Worldwide Bond Fund                                                -1.07%               1.00%
Van Eck Worldwide hard Assets Fund                                         -5.17%              -2.77%




CUMULATIVE TOTAL RETURN

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

CTR = (CSV - P) 100
      ---------
          P

Where:      P = a hypothetical initial purchase payment of $1,000,
            CTR = cumulative total return, and
            CSV = end of period Cash Surrender Value of hypothetical $1,000 
            purchase payment made at the beginning of the period, assuming 
            deduction of a proportional amount of the annual administrative 
            charge (based on average Contract size).

The following table shows cumulative total rates of return for the periods
indicated:





                  Subaccount                                         One Year Period       Commencement to
                                                                   Ended Dec. 31, 1996      Dec. 31, 1996
- -----------------------------------------------                    -------------------     ---------------
                                                                                       
Alliance International Portfolio                                            0.14%               5.18%
Alliance Premier Growth Portfolio                                          30.25%              54.29%
American Century VP Balanced Fund                                          12.18%              23.39%
American Century VP Capital Appreciation Fund                              -6.73%             -12.39%
Federated High Income Bond Fund II                                         10.33%              21.41%
Federated Utility II                                                       23.07%              32.50%
Federated American Leaders II                                              28.74%              47.12%
Federated U.S. Government Securities II                                       NA                7.05%
INVESCO Industrial Income Portfolio                                           NA               21.37%
INVESCO Health Sciences Portfolio                                             NA               10.07%
INVESCO Technology Portfolio                                                  NA               14.46%
Lexington Natural Resources Trust                                           3.66%              25.53%
Lexington Emerging Markets Fund                                            14.96%             -20.00%
MFS Emerging Growth Series                                                 18.36%              34.56%





                                         A-3





                  Subaccount                                         One Year Period       Commencement to
                                                                   Ended Dec. 31, 1996      Dec. 31, 1996
- -----------------------------------------------                    -------------------     ---------------
                                                                                       

MFS High Income Series                                                     10.11%              20.42%
MFS World Government Series                                                -4.57%              -0.51%
Montgomery Emerging Markets Fund                                           -4.02%               2.27%
Montgomery Growth Fund                                                     24.93%              59.32%
Neuberger & Berman Limited Maturity Bond Portfolio                            NA                4.98%
Neuberger & Berman Partners Portfolio                                         NA               24.78%
SAFECO Equity Portfolio                                                    21.27%              18.52%
SAFECO Growth Portfolio                                                    41.19%              46.93%
Strong Discovery Fund II                                                    7.89%               8.53%
Strong International Stock Fund II                                        -16.90%             -12.51%
Van Eck Worldwide Bond Fund                                                -1.07%               1.93%
Van Eck Worldwide hard AssetsFund                                          -5.17%              -5.25%




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

                       Alliance Money Market Subaccount

      Morningstar Publications, Inc.
      Lipper Analytical Services, Inc.

                      Alliance International Subaccount

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

                      Alliance Premier Growth Subaccount

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

                     Federated High Yield Bond Subaccount

      Morningstar Publications, Inc.              High Yield Bond
      Lipper Analytical Services, Inc.

                         Federated Utility Subaccount

      Morningstar Publications, Inc.              Specialty Fund
      Lipper Analytical Services, Inc.

                                     A-4



                    Federated American Leaders Subaccount

      Morningstar Publications, Inc.              Growth & Income
      Lipper Analytical Services, Inc.

                    Lexington Natural Resources Subaccount

      Morningstar Publications, Inc.              Specialty Fund
      Lipper Analytical Services, Inc.

                    Lexington Emerging Markets Subaccount

      Morningstar Publications, Inc.              International Stock
      Lipper Analytical Services, Inc.

                        MFS Emerging Growth Subaccount

      Morningstar Publications, Inc.              Aggressive Growth
      Lipper Analytical Services, Inc.            Mid Cap Funds

                          MFS High Income Subaccount

      Morningstar Publications, Inc.              High Yield Bonds
      Lipper Analytical Services, Inc.            Mid Cap Funds

                       MFS World Governments Subaccount

      Morningstar Publications, Inc.              International Bonds
      Lipper Analytical Services, Inc.

                    Montgomery Emerging Markets Subaccount

      Morningstar Publications, Inc.              Diversified Emerging Markets
      Lipper Analytical Services, Inc.            Emerging Markets Funds

                         Montgomery Growth Subaccount

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

                         Strong Discovery Subaccount

      Morningstar Publications, Inc.              Aggressive Growth
      Lipper Analytical Services, Inc.            Capital Appreciation Fund

                   Strong Government Securities Subaccount

      Morningstar Publications, Inc.              Government Bond - General
      Lipper Analytical Services, Inc.

                         Strong Advantage Subaccount

      Morningstar Publications, Inc.              Corporate Bond - General
      Lipper Analytical Services, Inc.

                                     A-5



                     Strong International Stock Subaccount

       Morningstar Publications, Inc.              Foreign Stock
       Lipper Analytical Services, Inc.            International Fund

                            TCI Balanced Subaccount

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

                             TCI Growth Subaccount

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

                       Van Eck Worldwide Bond Subaccount

       Morningstar Publications, Inc.              International Bond
       Lipper Analytical Services, Inc.

                 Van Eck Gold and Natural Resources Subaccount

       Morningstar Publications, Inc.              Specialty Fund
       Lipper Analytical Services, Inc.            Gold Oriented Fund

                                      A-6

                                       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                  $  3,000.00
     Accounting fees and expenses            $  1,500.00
     Legal fees and expenses                 $  3,000.00



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-unitized interest in the fixed account of a similar previously
registered product 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.   (a)  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);

          (b) 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 Form N-4 Registration Statement of
          Fortis Benefits filed on November 2, 1995, File No. 33-63935);

          (b)  Form of Certificate to be used in connection with Contract filed
          as Exhibit 4 (a) (incorporated by reference from Form N-4 Registration
          Statement of Fortis Benefits filed on November 2, 1995, File No.
          33-63935);

          (c) Form of Combination Fixed and Variable Individual Annuity Contract
          (General Account Fixed Account) (incorporated by reference from Form
          N-4 Registration Statement of Fortis Benefits filed on November 2,
          1995, File No. 33-63935);

          (d) Form of IRA Endorsement (incorporated by reference from
          Pre-Effective Amendment No. 1 to the From 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).

     5.   Opinion and consent of David A. Peterson, 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 October 31,
          1995).

     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 - filed herewith.

     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.   Not applicable.

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 and the Investment Company Act of
1940, the Registrant has caused this amended Registration Statement to be signed
on its behalf in the City of St. Paul, State of Minnesota on this 17th day of
April, 1998.

                              FORTIS BENEFITS INSURANCE COMPANY
                                   (Registrant)


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

As required by the Securities Act of 1933 and the Investment Company Act of
1940, this Registration Statement has been signed by the following persons, in
the capacities indicated, on April 17, 1998.

Signature                          Title With Fortis Benefits
- ---------                          --------------------------
                                        Chairman of the Board
*
- --------------------------------
 Allen Royal Freedman

                                        Director
*
- --------------------------------
 J. Kerry Clayton

                                        Director
*
- --------------------------------
 Thomas Michael Keller

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

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

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


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

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






                                    EXHIBIT INDEX


ITEM
Number    Description
- ------    -----------



23        Consent of Accountants