As filed with the Securities and Exchange Commission on April 28, 1999.

                                                       Registration No. 33-63829




                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-2
                                 AMENDMENT NO. 6

             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
                                  651-738-5000
        -----------------------------------------------------------------
       (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
                                  651-738-5000 
        -----------------------------------------------------------------
       (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    Cover Page; Table of Contents; 
         Statement 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, 
         Factors and Ratio of            as to ratio of earnings to 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


                                    PART II

 
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
 
PROSPECTUS DATED   MAY 1, 1999
 
This prospectus describes interests under flexible premium deferred combination
variable and fixed annuity contracts issued by Fortis Benefits Insurance Company
("Fortis Benefits").
 
These contracts allow you to accumulate funds on a tax-deferred basis. You may
elect a guaranteed interest accumulation option through a fixed account or a
variable return accumulation option through a variable account or a combination
of these two options. Under the variable return accumulation option, you can
choose among the following investment portfolios:
 

                                                 
Alliance Money Market Portfolio                     MFS Emerging Growth Series
Alliance International Portfolio                    MFS High Income Series
Alliance Premier Growth Portfolio                   MFS Global Governments Series
American Century VP Balanced Fund                   Montgomery Emerging Markets Fund
American Century VP Capital Appreciation Fund       Montgomery Growth Fund
Federated High Income Bond Fund II                  Neuberger & Berman Limited Maturity
Federated Utility Fund II                           Bond Portfolio
Federated American Leaders Fund II                  Neuberger & Berman Partners Portfolio
Federated Fund for U.S. Government Securities II    SAFECO Equity Portfolio
Fortis S&P 500 Index Series                         SAFECO Growth Portfolio
INVESCO Equity Income Fund                          Strong Discovery Fund II
INVESCO Health Sciences Fund                        Strong International Stock Fund II
INVESCO Technology Fund                             Van Eck Worldwide Bond Fund
Lexington Natural Resources Trust                   Van Eck Worldwide Hard Assets Fund

 
The accompanying prospectus for these investment portfolios describes the
investment objectives, policies and risks of each of the portfolios. You can
choose among different guarantee periods under the guaranteed interest
accumulation option, each of which has its own current interest rate which is
guaranteed for the entire guarantee period. In states where Guarantee Periods
Fixed Accounts are not offered, you can choose an interest in a fixed account
which has a minimum interest rate guarantee and a higher current rate which can
be changed from time to time.
 
This prospectus gives you information about the contracts you should know before
investing. This prospectus must be accompanied by a current prospectus of the
available investment portfolios. These prospectuses should be read carefully and
kept for future reference.
 
A Statement of Additional Information, dated January 1, 1999, about certain
aspects of the contracts has been filed with the Securities and Exchange
Commission and is available without charge from Fortis Benefits at the address
and phone number printed above. The Table of Contents for the Statement of
Additional Information appears on page 21 of this prospectus.
 
THESE CONTRACTS ARE NOT OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK,
CREDIT UNION, BROKER-DEALER OR OTHER FINANCIAL INSTITUTION. THEY ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD, OR ANY OTHER AGENCY. THEY INVOLVE INVESTMENT RISKS, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL.
 
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

TABLE OF CONTENTS
 


                                                                        PAGE
                                                                     
Special Terms Used in this Prospectus.................................     2
Information Concerning Fees and Charges...............................     3
Summary of Contract Features..........................................     5
Fortis Benefits/Fortis Financial Group Member.........................     7
The Variable Account..................................................     8
The Portfolios........................................................     8
The Fixed Account.....................................................     8
    - Guarantee Periods Fixed Account.................................     8
    - Market Value Adjustment.........................................     9
    - General Account Fixed Account...................................    10
    - General Account Fixed Account Transfers.........................    10
    - Investments by Fortis Benefits..................................    10
Accumulation Period...................................................    11
    - Issuance of a Contract and Purchase Payments....................    11
    - Contract Value..................................................    11
    - Allocation of Purchase Payments and Contract Value..............    12
    - Total and Partial Surrenders....................................    12
    - Telephone Transactions..........................................    13
    - Benefit Payable on Death of Contract Owner or Annuitant.........    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............................    14
    - Annuity Options.................................................    15
    - Death of Annuitant or Other Payee...............................    15
Charges and Deductions................................................    15
    - Premium Taxes...................................................    15
    - Charges Against the Variable Account............................    15
    - Annual Administrative Charge....................................    15
    - Tax Charge......................................................    16
    - Miscellaneous...................................................    16
General Provisions....................................................    16
    - The Contracts...................................................    16
    - Postponement of Payments........................................    16
    - Misstatement of Age or Sex and Other Errors.....................    16
    - Assignment......................................................    16
    - Beneficiary.....................................................    16
    - Reports.........................................................    17
Rights Reserved by Fortis Benefits....................................    17
Distribution..........................................................    17
Federal Tax Matters...................................................    17
Further Information about Fortis Benefits.............................    20
    - General.........................................................    20
    - Ownership of Securities.........................................    20
    - Selected Financial Data.........................................    20
    - Management's Discussion and Analysis of Financial Condition and
       Results of Operations..........................................    20
Voting Privileges.....................................................    22
Legal Matters.........................................................    23
Other Information.....................................................    23
Contents of Statement of Additional Information.......................    23
Fortis Benefits Financial Statements..................................    23
Appendix A--Sample Market Value Adjustment Calculations...............   A-1
Appendix B--Explanation Of Expense Calculations.......................   B-1
Appendix C--Participating Portfolios..................................   C-1

 
THE CONTRACTS ARE NOT AVAILABLE IN ALL STATES. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT
LAWFULLY BE MADE. FORTIS BENEFITS DOES NOT AUTHORIZE ANY INFORMATION OR
REPRESENTATION REGARDING THE OFFERING DESCRIBED IN THIS PROSPECTUS WHICH IS NOT
INCLUDED IN THIS PROSPECTUS, THE RELATED STATEMENT OF ADDITIONAL INFORMATION, OR
ANY SUPPLEMENTS THERETO OR IN ANY SUPPLEMENTAL SALES MATERIAL AUTHORIZED BY
FORTIS BENEFITS.

SPECIAL TERMS USED IN THIS PROSPECTUS
 

              
Accumulation     The time period under a contract between the contract issue date and the annuity commencement
Period           date.
Accumulation     A unit of measure used to calculate the contract owners' interest in the Variable Account
Unit             during the Accumulation Period.
Annuitant        A person during whose life annuity payments are to be made by Fortis Benefits under the
                 contract.
Annuity Period   The time period following the Accumulation Period, during which annuity payments are made by
                 Fortis Benefits.
Annuity Unit     A unit of measurement used to calculate variable annuity payments.
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  The name of the alternative under which purchase payments are allocated to Fortis Benefits
Fixed Account    general account.
Guarantee        The non-unitized separate account that Fortis Benefits uses to account for amounts allocated
Periods Fixed    to guarantee periods.
Account
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.
Non-Qualified    Contracts that do not qualify for the special federal income tax treatment applicable in
Contracts        connection with certain retirement plans.
Qualified        Contracts that are qualified for the special federal income tax treatment applicable in
Contracts        connection with certain retirement plans.
Valuation Date   All business days except, with respect to any subaccount, days on which the related portfolio
                 does not value its shares. Generally, the portfolios value their shares on each day the New
                 York Stock Exchange is open.
Valuation        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 contracts.
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.

 
                                       2

INFORMATION CONCERNING FEES AND CHARGES
 
CONTRACT OWNER 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 CONTRACT 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)


                                                                                           INVESTMENT
                                                                                          ADVISORY AND       OTHER
                                                                                         MANAGEMENT FEE    EXPENSES
                                                                                         ---------------  -----------
                                                                                                    
Alliance Money Market Portfolio........................................................         0.50%          0.18%
Alliance International Portfolio.......................................................         0.67%          0.28%
Alliance Premier Growth Portfolio......................................................         0.97%          0.09%
American Century VP Balanced Fund......................................................         1.00%          0.00%
American Century VP Capital Appreciation Fund..........................................         1.00%          0.00%
Federated High Income Bond Fund II.....................................................         0.60%          0.18%
Federated Utility Fund II..............................................................         0.68%          0.25%
Federated American Leaders Fund II.....................................................         0.74%          0.14%
Federated Fund for U.S. Gov't Securities Fund II.......................................         0.52%          0.33%
Fortis S&P 500 Index...................................................................         0.40%          0.06%
INVESCO Equity Income Fund.............................................................         0.75%          0.18%
INVESCO Health Sciences Fund...........................................................         0.75%          0.52%
INVESCO Technology Fund................................................................         0.75%          0.65%
Lexington Natural Resources Trust......................................................         1.00%          0.29%
MFS Emerging Growth Series.............................................................         0.75%          0.10%
MFS High Income Series.................................................................         0.75%          0.28%
MFS Global Governments Series..........................................................         0.65%          0.36%
Montgomery Emerging Markets Fund.......................................................         1.25%          0.50%
Montgomery Growth Fund.................................................................         1.00%          0.25%
Neuberger & Berman Limited Maturity Bond Portfolio.....................................         0.65%          0.11%
Neuberger & Berman Partners Portfolio..................................................         0.78%          0.06%
SAFECO Equity Portfolio................................................................         0.75%          0.03%
SAFECO Growth Portfolio................................................................         0.75%          0.05%
Strong Discovery Fund..................................................................         1.00%          0.19%
Strong International Fund..............................................................         1.00%          0.62%
Van Eck Worldwide Bond Fund............................................................         1.00%          0.15%
Van Eck Worldwide Hard Assets Fund.....................................................         1.00%          0.16%
 

                                                                                             TOTAL PORTFOLIO
 
                                                                                                OPERATING
 
                                                                                            EXPENSES (*AFTER
 
                                                                                                 EXPENSE
 
                                                                                             REIMBURSEMENT)
 
                                                                                         -----------------------
 
                                                                                      
Alliance Money Market Portfolio........................................................             0.68%
 
Alliance International Portfolio.......................................................             0.95%
 
Alliance Premier Growth Portfolio......................................................             1.06%
 
American Century VP Balanced Fund......................................................             1.00%
 
American Century VP Capital Appreciation Fund..........................................             1.00%
 
Federated High Income Bond Fund II.....................................................             0.78%
 
Federated Utility Fund II..............................................................             0.93%
 
Federated American Leaders Fund II.....................................................             0.88%
 
Federated Fund for U.S. Gov't Securities Fund II.......................................             0.85%
 
Fortis S&P 500 Index...................................................................             0.46%
 
INVESCO Equity Income Fund.............................................................             0.93%
 
INVESCO Health Sciences Fund...........................................................             1.27%
 
INVESCO Technology Fund................................................................             1.40%
 
Lexington Natural Resources Trust......................................................             1.29%
 
MFS Emerging Growth Series.............................................................             0.85%
 
MFS High Income Series.................................................................             1.03%
 
MFS Global Governments Series..........................................................             1.01%
 
Montgomery Emerging Markets Fund.......................................................             1.75%
 
Montgomery Growth Fund.................................................................             1.25%
 
Neuberger & Berman Limited Maturity Bond Portfolio.....................................             0.76%
 
Neuberger & Berman Partners Portfolio..................................................             0.84%
 
SAFECO Equity Portfolio................................................................             0.78%
 
SAFECO Growth Portfolio................................................................             0.80%
 
Strong Discovery Fund..................................................................             1.19%
 
Strong International Fund..............................................................             1.62%
 
Van Eck Worldwide Bond Fund............................................................             1.15%
 
Van Eck Worldwide Hard Assets Fund.....................................................             1.16%
 

 
- ------------------------
(a) As a percentage of portfolio average net assets based on historical data for
    the fiscal year ended December 31, 1998. 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--1.37%; Alliance Premier Growth Portfolio--1.09%; Federated
    Utility Fund II--1.00%; Federated American Leaders Fund II--0.89%; Federated
    Fund for U.S. Government Securities Fund II--0.93%; INVESCO Equity Income
    Portfolio--1.17%; INVESCO Health Sciences Portfolio--4.37%; INVESCO
    Technology Portfolio--6.60%; and MFS Global Governments Series--1.11%;
    Montgomery Growth Fund--1.40%; Van Eck Worldwide Hard Assets Fund--1.20%.
    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 contracts. These amounts are
    not charged to the portfolios or the holders of the contracts.
 
                                       3

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


IF ALL AMOUNTS ARE INVESTED IN ONE PORTFOLIO:                 1 YEAR    3 YEARS   5 YEARS   10 YEARS
- ------------------------------------------------------------  -------   -------   -------   --------
                                                                                
Alliance Money Market Portfolio.............................      12        37        64        142
Alliance International Portfolio............................      15        45        78        172
Alliance Premier Growth Portfolio...........................      16        49        84        184
American Century VP Balanced Fund...........................      15        47        61        177
American Century VP Capital Appreciation Fund...............      15        47        81        177
Federated High Income Bond Fund II..........................      13        40        69        153
Federated Utility Fund II...................................      14        45        77        169
Federated American Leaders Fund II..........................      14        43        75        164
Federated Fund for U.S. Gov't Securities Fund II............      14        42        73        161
Fortis S&P 500 Index........................................      10        30        53        117
INVESCO Health Sciences Portfolio...........................      18        55        95        206
INVESCO Equity Income Portfolio.............................      14        45        77        169
INVESCO Technology Portfolio................................      19        59       102        220
Lexington Natural Resources Trust...........................      18        56        96        208
MFS Emerging Growth Series..................................      14        42        73        161
MFS High Income Series......................................      15        48        83        180
MFS Global Governments Series...............................      15        47        81        178
Montgomery Emerging Markets Fund............................      23        70       119        256
Montgomery Growth Fund......................................      18        55        94        204
Neuberger & Berman Partners Portfolio.......................      14        42        73        159
Neuberger & Berman Limited Maturity Bond Portfolio..........      13        40        68        151
SAFECO Growth Portfolio.....................................      13        41        71        155
SAFECO Equity Portfolio.....................................      13        40        69        153
Strong Discovery Fund.......................................      17        53        91        198
Strong International Fund...................................      21        66       113        243
Van Eck Worldwide Bond Fund.................................      17        51        89        193
Van Eck Worldwide Hard Assets Fund..........................      17        52        89        194

 
- ------------------------
* For purposes of these examples, the effect of the annual contract
  administration charge has been computed based on the average total contract
  value during the year ended December 31, 1998 and the total actual amount of
  annual contract administration charges collected during the year. For the
  purpose of these examples, portfolio annual expenses are assumed to continue
  at the rates set forth in the table above. 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
contracts 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.
 
                                       4

SUMMARY OF CONTRACT FEATURES
 
The following summary should be read in conjunction with the detailed
information in this prospectus. Variations from the information appearing in
this prospectus due to requirements particular to your state are described in
supplements which are attached to this prospectus, or in endorsements to the
contract as appropriate.
 
The contracts are designed to provide individuals with retirement benefits
through the accumulation of purchase payments on a fixed or variable basis, and
by the application of such accumulations to provide fixed or variable annuity
payments.
 
"We," "our," and "us" mean Fortis Benefits Insurance Company. "You" and "your"
mean a reader of this prospectus who is contemplating making purchase payments
or taking any other action in connection with a contract.
 
Depending on the state that you live in, the contract that is issued to you may
be as a part of a group contract or as an individual contract. Participation in
a group contract will be evidenced by the issuance of a certificate showing your
interest under the group contract. In other states, an individual contract will
be issued to you. Both the certificate and the contract are referred to as a
"contract" in this prospectus.
 
FREE LOOK
 
You have the right to examine a contract during a "free look" period after you
receive the contract and return it for a refund of the amount of the then
current contract value. However, in certain states where required by state law
the refund will be in the amount of all purchase payments that have been made,
without interest or appreciation or depreciation. The "free look" period is
generally 10 days unless a longer time is specified on the face page of your
contract.
 
PURCHASE PAYMENTS
 
The initial purchase payment under a contract must be at least $5,000 ($2,000
for a contract which is part of a qualified plan). Additional purchase payments
under a contract must be at least $50. See "Issuance of a Contract and Purchase
Payments."
 
ALLOCATION OF PURCHASE PAYMENTS
 
On the date that the contract is issued, except as hereafter explained, the
initial purchase payment is allocated, as specified by the you in the contract
application, among one or more of the portfolios, or to one or more of the
guarantee periods in the Guarantee Periods Fixed Account (or to the General
Account Fixed Account if you reside in a state in which the Guarantee Periods
Fixed Account is not offered), or to a combination thereof. As previously
indicated, if the contract owner 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 following
number of days after we mail the contract to you: (1) the number of days in the
"free look" period, plus (2) five days. After the expiration of the period, the
contract value will be allocated to the fixed account and the portfolios as
directed by you. Subsequent purchase payments are allocated in the same way, or
pursuant to different allocation percentages that the you may subsequently
request in writing.
 
VARIABLE ACCOUNT INVESTMENT OPTIONS
 
Each of the subaccounts of the Variable Account invests in shares of a
portfolio. Contract value in each of the subaccounts of the Variable Account
will vary to reflect the investment experience of each of the corresponding
portfolios, as well as deductions for certain charges.
 
Each portfolio has a separate and distinct investment objective. 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 contract owner 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 contract
owner. We currently make available ten different guarantee periods, ranging from
one to ten years. If amounts are transferred, surrendered or otherwise paid out
more than fifteen days before or after the end of the applicable guarantee
period, 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 contract
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 Contract Value Transfers."
 
TOTAL OR PARTIAL SURRENDERS
 
Subject to certain conditions, all or part of the contract value may be
surrendered by you before the earlier of: (1) the Annuitant's death or (2) the
annuity commencement date. Amounts surrendered from the
 
                                       5

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
 
We deduct 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 we
assume. There is also an annual administrative charge each year for contract
administration and maintenance. This charge is $30 per year (subject to any
applicable state law limitations) and is deducted on each anniversary of the
contract issue date and upon total surrender of the contract. Also, there may be
state premium tax charges deducted from your contract value. See "Charges and
Deductions."
 
ANNUITY PAYMENTS
 
The contract provides several types of annuity benefits to you or other persons
you properly designate to receive such payments, including Fixed and Variable
Annuity Options. The contract owner has considerable flexibility in choosing the
annuity commencement date. However, the tax implications of an annuity
commencement date must be carefully considered, including the possibility of
penalties for commencing benefits either too soon or too late. See "Annuity
Commencement Date," "Annuity Options" and "Federal Tax Matters" in this
prospectus and "Taxation Under Certain Retirement Plans" in the Statement of
Additional Information.
 
DEATH BENEFIT
 
In the event that the Annuitant or contract owner dies prior to the annuity
commencement date, a death benefit is payable to the beneficiary. See "Benefit
Payable on Death of Contract Owner (or Annuitant)."
 
LIMITATIONS IMPOSED BY RETIREMENT PLANS AND EMPLOYERS
 
Certain rights you would otherwise have under a contract may be limited by the
terms of any applicable employee benefit plan. These limitations may restrict
such things as total and partial surrenders, the amount or timing of purchase
payments that may be made, when annuity payments must start and the type of
annuity options that may be selected. Accordingly, you should familiarize
yourself with these and all other aspects of any retirement plan in connection
with which a contract is issued.
 
The record owner of the group variable annuity contract pursuant to which group
certificates 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 contract owner otherwise would have under a contract may be reserved
instead by the employer.
 
TAX IMPLICATIONS
 
The tax implications for you or any other persons who may receive payments under
a contract, and those of any related employee benefit plan can be quite
important. A brief discussion of some of these is set out under "Federal Tax
Matters" in this prospectus and "Taxation Under Certain Retirement Plans" in the
Statement of Additional Information, but such discussion is not comprehensive.
Therefore, you should consider these matters carefully and consult a qualified
tax adviser before making purchase payments or taking any other action in
connection with a contract or any related employee benefit plan. Failure to do
so could result in serious adverse tax consequences which might otherwise have
been avoided.
 
QUESTIONS AND OTHER COMMUNICATIONS
 
Any question about procedures of the contract should be directed to your sales
representative, or Fortis Benefits' home office: P.O. Box 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 contract number, the contract owner'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.
 
                                       6

FINANCIAL AND PERFORMANCE INFORMATION
 
The information presented below reflects the Accumulation Unit information for
the available subaccounts of the Variable Account through December 31, 1998.


                                                                                                                DECEMBER 31,
                                                            DECEMBER 31, 1998           DECEMBER 31, 1997           1996
                                                        --------------------------  --------------------------  ------------
                                                        ACCUMULATION                ACCUMULATION                ACCUMULATION
                                                          UNITS IN    ACCUMULATION    UNITS IN    ACCUMULATION    UNITS IN
                                                           FORCE       UNIT VALUE      FORCE       UNIT VALUE      FORCE
                                                        ------------  ------------  ------------  ------------  ------------
                                                                                                 
Alliance Money Market Portfolio.......................    1,459,472        11.348       649,382    $10.861561       539,196
Alliance International Portfolio......................       97,422        12.173       245,490    $10.818424        28,337
Alliance Premier Growth Portfolio.....................      375,294        23.170       127,363    $15.729195        19,611
American Century V.P. Balanced Fund...................       91,205        14.567        44,869    $12.639353        10,307
American Century V.P. Capital Appreciation Fund.......       14,731         8.829        15,641    $ 9.061024         7,475
Federated US Govt Securities..........................       93,034        11.331        19,937    $10.704721
Federated High Income Bond Fund II....................      291,909        12.720       207,634    $12.441253        83,778
Federated Utility Fund II.............................       70,928        15.375       121,809    $13.550370        18,507
Federated American Leaders Fund II....................       94,738        17.581       212,945    $15.012052        43,455
Fortis S&P 500 Index Series...........................      147,275        16.447       206,843    $12.896250        20,189
INVESCO -- Health Sciences Fund.......................      119,097        15.685        13,819    $11.006864        --
INVESCO Equity Income Fund............................       38,817        13.925        27,808    $12.136873        --
INVESCO Technology Fund...............................       86,462        14.331        14,794    $11.445543        --
Lexington Natural Resources Trust.....................       51,807        10.284        90,146    $12.853076        64,788
MFS Emerging Growth Series............................      493,984        13.744       303,026    $13.756132       180,147
MFS High Income Series................................      351,903         9.971        55,017    $12.342449        36,197
MFS Global Governments Series.........................       29,522        11.009        10,694    $10.248705         4,084
Neuberger & Berman Limited Maturity Bond Portfolio....       61,900        10.911        32,024    $10.497834
Neuberger & Berman Partners Portfolio.................       65,873        12.947        47,329    $12.477670
Montgomery Emerging Markets Fund......................       47,224         6.547        62,541    $10.526513        17,917
Montgomery Growth Fund................................       46,194        16.633       115,144    $16.232262        70,482
SAFECO Equity Portfolio...............................      151,516        15.105       118,412    $12.151817        20,103
SAFECO Growth Portfolio...............................      367,234        15.190       255,499    $14.992831        18,249
Strong Discovery Fund II..............................       40,736        11.909        21,234    $11.153400         9,105
Strong International Stock Fund II....................       37,361         8.580        36,546    $ 9.049000        34,083
Van Eck Worldwide Bond Fund...........................       74,895        11.778        26,552    $10.492666         3,565
Van Eck Worldwide Hard Assets Fund....................       55,190         6.731       135,426    $ 9.774884        47,229
 

 
                                                        ACCUMULATION
                                                         UNIT VALUE
                                                        ------------
                                                     
Alliance Money Market Portfolio.......................   $   10.378
Alliance International Portfolio......................   $   10.517
Alliance Premier Growth Portfolio.....................   $   11.803
American Century V.P. Balanced Fund...................   $   10.972
American Century V.P. Capital Appreciation Fund.......   $    9.412
Federated US Govt Securities..........................
Federated High Income Bond Fund II....................   $   10.978
Federated Utility Fund II.............................   $   10.748
Federated American Leaders Fund II....................   $   11.395
Fortis S&P 500 Index Series...........................   $    9.790
INVESCO -- Health Sciences Fund.......................       --
INVESCO Equity Income Fund............................       --
INVESCO Technology Fund...............................       --
Lexington Natural Resources Trust.....................   $   12.050
MFS Emerging Growth Series............................   $   11.335
MFS High Income Series................................   $   10.912
MFS Global Governments Series.........................   $   10.411
Neuberger & Berman Limited Maturity Bond Portfolio....
Neuberger & Berman Partners Portfolio.................
Montgomery Emerging Markets Fund......................   $   10.632
Montgomery Growth Fund................................   $   12.688
SAFECO Equity Portfolio...............................   $    9.778
SAFECO Growth Portfolio...............................   $   10.398
Strong Discovery Fund II..............................   $   10.058
Strong International Stock Fund II....................   $   10.509
Van Eck Worldwide Bond Fund...........................   $   10.293
Van Eck Worldwide Hard Assets Fund....................   $    9.992

 
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 is the issuer of the contracts. At the end of
1998, Fortis Benefits had approximately 99 billion of total life insurance in
force. Fortis Benefits is a Minnesota corporation founded in 1910. It is
qualified to sell life insurance and annuity contracts in the District of
Columbia and in all states except New York. Fortis Benefits is an indirectly
wholly-owned subsidiary of Fortis, Inc., which is itself indirectly owned 50% by
Fortis (NL)N.V. and 50% by Fortis (B). Fortis, Inc. manages the United States
operations for these two companies.
 
Fortis Benefits is a member of the Fortis Financial Group. This group is a joint
effort by Fortis Benefits, Fortis Advisers, Inc., Fortis Investors, Inc., and
Fortis Insurance Company, to offer financial products through the management,
marketing, and servicing of mutual funds, annuities, and life insurance and
disability income products.
 
Fortis (NL)N.V. is a diversified financial services company headquartered in
Utrecht, The Netherlands, where its insurance operations began in 1847. Fortis
(B) is a diversified financial services company headquartered in Brussels,
Belgium, where its insurance operations began in 1824. Fortis (NL)N.V. and
Fortis (B) have merged their
 
                                       7

operating companies under the trade name of Fortis. The Fortis group of
companies is active in insurance, banking and financial services, and real
estate development in The Netherlands, Belgium, the United States, Western
Europe, and the Pacific Rim. The Fortis group of companies had approximately 390
billion in assets at the end of 1998.
 
All of the guarantees and commitments under the contracts are general
obligations of Fortis Benefits regardless of whether you have allocated the
contract value to the Variable Account or to the fixed account. None of Fortis
Benefits' affiliated companies has any legal obligation to back Fortis Benefits'
obligations under the contracts.
 
THE VARIABLE ACCOUNT
 
The Variable Account is a segregated investment account of Fortis Benefits.
Fortis Benefits established Variable Account D under Minnesota insurance law as
of October 14, 1987. The Variable Account is an integral part of Fortis
Benefits. However, the Variable Account is registered with the Securities and
Exchange Commission as a unit investment trust under the Investment Company Act
of 1940. Assets in the Variable Account representing reserves and liabilities
under these contracts and other variable annuity contracts issued by Fortis
Benefits will not be chargeable with liabilities arising out of any other
business of Fortis Benefits.
 
The Variable Account has subaccounts. The assets in each subaccount are invested
exclusively in one of the portfolios listed on 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. We
may add or eliminate new subaccounts as new portfolios are added or eliminated.
 
THE PORTFOLIOS
 
You may choose from among a number of different portfolios. Each portfolio is a
mutual fund available for purchase only as a funding vehicle for benefits under
variable life insurance and variable annuity products. These variable life
insurance and variable annuity products are issued by Fortis Benefits and by
other life insurance companies. Each portfolio corresponds to one of the
subaccounts of the Variable Account. The assets of each portfolio are separate
from the assets of other portfolios. In addition, each portfolio operates as a
separate investment portfolio whose investment performance has no effect on the
investment performance of any other portfolio. We offer more detailed
information for each investment portfolio. This information includes the
investment policies, investment restrictions, charges, and risks attendant to
investing in each portfolio. This information also includes other aspects of
each portfolio's operations. You may find this information in the current
prospectus for each portfolio. These portfolio prospectuses must accompany this
prospectus, and you should read them in conjunction with it. You may obtain a
copy of each prospectus from us, free of charge, by calling 1-800-827-5877, or
by writing P.O. Box 64295, St. Paul, Minnesota 55164.
 
As noted, the investment portfolios may be available to registered separate
accounts of other participating insurance companies. These portfolios may also
be available to the Variable Account and other separate accounts of Fortis
Benefits. Although Fortis Benefits does not anticipate any disadvantages to
this, there is a possibility that a material conflict may arise between the
interest of the Variable Account and one or more of the other separate accounts
participating in the portfolios. For example, a conflict may occur due to (1) a
change in law affecting the operations of variable life and variable annuity
separate accounts, (2) differences in the voting instructions of the contract
owners and those of other companies, or (3) some other reason. In the event of
conflict, Fortis Benefits will take any steps necessary to protect the contract
owners and variable annuity payees.
 
Fortis Benefits purchases and redeems portfolios' shares for the Variable
Account at their net asset value without any sales or redemption charges. We
automatically reinvest dividends or capital gain distributions attributable to
contracts in shares of the portfolio from which they are received at the
portfolio's net asset value on the date paid. These dividends and distributions
will have the effect of reducing the new asset value of each share of the
corresponding portfolio and increasing, by an equivalent value, the number of
shares outstanding of the portfolio. However, the value of your interest in the
corresponding subaccount will not change as a result of any such dividends and
distributions.
 
The portfolios available for investment by the Variable Account are listed on
the cover page of this prospectus.
 
See Appendix C for a summary of the investment objectives of each portfolio.
 
THE FIXED ACCOUNT
 
This prospectus offers interests in either of two fixed accounts, depending upon
your state. The fixed accounts are (1) a Guarantee Periods Fixed Account or (2)
a General Account Fixed Account. This prospectus refers to both of these fixed
accounts as the fixed account unless a distinction is not relevant.
 
We offer a Guaranteed Periods Fixed Account in most states. However, in a
limited number of states we offer a General Account Fixed Account in lieu of the
Guarantee Periods Fixed Account. You should ask Fortis Benefits or your account
representative to determine which fixed account is available in your state.
Charges under the contract are the same as when you allocate monies to the
Variable Account, except that we do not impose the Variable Account charges for
mortality and expense risk and administrative expenses (see Charges and
Deductions--Charges Against the Variable Account) on amounts of Contract Value
in the fixed account.
 
GUARANTEE PERIODS FIXED ACCOUNT
 
Any amount you allocate to the fixed account earns a guaranteed interest rate
beginning on the date you make the allocation. The guaranteed interest rate
continues for the number of years you select, up to a maximum of TEN years. At
the end of your guarantee period, your contract value, including accrued
interest, will be allocated to a new guarantee period of equal length. However,
you may reallocate
 
                                       8

your contract value to a different guarantee period (or periods) or to one (or
more) of the subaccounts of the Variable Account. If you decide to reallocate
your contract value, you must do so by sending us a WRITTEN REQUEST. We must
receive your written request AT LEAST three business days before the end of your
guarantee period. The first day of your new guarantee period (or other
reallocation) will be the day after the end of your previous guarantee period.
We will notify you AT LEAST 45 days and NOT MORE than 75 days before the end of
your guarantee period.
 
We currently offer ten different guarantee periods. These guarantee periods
range in length from one to ten years. Each guarantee period has its own
guaranteed interest rate, which may differ from those for other guarantee
periods. From time to time we will, at our discretion, change the guaranteed
interest rate for FUTURE guarantee periods. These changes will NOT affect the
guaranteed interest rates we are paying on CURRENT guarantee periods. Please
note, when you allocate or transfer an amount to a guarantee period, a new
guarantee period begins running with respect to that amount. Therefore, the
amount you allocate will earn a guaranteed interest rate that will not change
until the end of that period. In addition, the guaranteed interest rate will
never be less than an effective annual rate of 3%.
 
We declare the guaranteed interest rates from time to time as market conditions
dictate. We advise you of the guaranteed interest rate for a chosen guarantee
period at the time we receive a purchase payment from you, or at the time we
execute a transfer you have requested , or at the time a guarantee period is
renewed.
 
We do not have a specific formula for establishing the guaranteed interest rates
for the guarantee periods. Guaranteed interest rates may be INFLUENCED by the
available interest rates on the investments we acquire with the amounts you
allocate for a particular guarantee period. Guaranteed interest rates do not
necessarily CORRESPOND to the available interest rates on the investments we
acquire with the amounts you allocate for a particular guarantee period. See
"Investments by Fortis Benefits". In addition, when we determine guaranteed
interest rates, we may consider: (1) the duration of a guarantee period, (2)
regulatory and tax requirements, (3) sales and administrative expenses we bear,
(4) risks we assume, (5) our profitability objectives, and (6) general economic
trends.
 
FORTIS BENEFITS' MANAGEMENT MAKES THE FINAL DETERMINATION OF THE GUARANTEED
INTEREST RATES WE DECLARE. WE CANNOT PREDICT OR ASSURE THE LEVEL OF ANY FUTURE
GUARANTEED INTEREST RATES IN EXCESS OF AN EFFECTIVE ANNUAL RATE OF 3%.
 
You may obtain information concerning the guaranteed interest rates that apply
to the various guarantee periods. You may obtain this information from our home
office or from your sales representative at any time.
 
MARKET VALUE ADJUSTMENT
 
Except as described below, we will apply a Market Value Adjustment to contract
value allocated to the Guarantee Periods Fixed Account that is:
 
    - surrendered,
 
    - transferred, or
 
    - otherwise paid out
 
BEFORE the end of the guarantee period in which it is being held.
 
For example, we will apply a Market Value Adjustment to fixed account value that
we pay:
 
    - as a death benefit pursuant to a contract,
 
    - as an amount applied to an annuity option, and
 
    - as an amount paid as a single sum in lieu of an annuity.
 
The Market Value Adjustment we apply may increase or decrease the fixed account
value that is withdrawn or transferred. We determine whether the fixed account
value is increased or decreased by performing a comparison of two guaranteed
interest rates.
 
The first rate we compare is the guaranteed interest rate for the fixed account
value that is withdrawn or transferred from the existing guarantee period. The
second rate we compare is the guaranteed interest rate we are then offering for
new guarantee periods with durations equal to the number of years remaining in
the existing guarantee period. After comparing these two rates, we determine
whether the fixed account value is increased or decreased as follows:
 
    - If the first rate exceeds the second rate by more than 1/2%, the Market
      Value Adjustment produces an INCREASE in the fixed account value withdrawn
      or transferred.
 
    - If the first rate does not exceed the second rate by at least 1/2%, the
      Market Value Adjustment produces a DECREASE in the fixed account value
      withdrawn or transferred.
 
We will determine the Market Value Adjustment by multiplying the fixed account
value that is withdrawn or transferred from the existing 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 we credit to the fixed account value
      that is withdrawn or transferred from the existing guarantee period.
 
    - J is the guaranteed interest rate we are then offering for new guarantee
      periods with durations equal to the number of years remaining in the
      existing guarantee period (rounded up to the next higher number of years).
 
    - N is the number of months remaining in the existing guarantee period
      (rounded up to the next higher number of months).
 
You will find sample Market Value Adjustment calculations in Appendix A.
 
                                       9

We do not apply a Market Value Adjustment to withdrawals and transfers of fixed
account value under TWO exceptions. We describe these exceptions below.
 
We will NOT apply a Market Value Adjustment to fixed account value that we pay
out during a 30 DAY period that:
 
    - BEGINS 15 DAYS BEFORE the end date of the guarantee period in which the
      fixed account value was being held,
 
and that:
 
    - ENDS 15 DAYS AFTER the end date of the guarantee period in which the fixed
      account value was being held.
 
In addition, we will NOT apply a Market Value Adjustment to fixed account value
that is withdrawn or transferred from a guarantee period on a PERIODIC,
AUTOMATIC BASIS. This exception only applies to such withdrawals or transfers
under a FORMAL Fortis Benefits program for the withdrawal or transfer of fixed
account value.
 
We may impose CONDITIONS AND LIMITATIONS on any formal Fortis Benefits program
for the withdrawal or transfer of fixed account value. Ask your Fortis Benefits
representative about the availability of such a program in your state. In
addition, if such a program is available in your state, your Fortis Benefits
representative can inform you about the conditions and limitations that may
apply to that program.
 
GENERAL ACCOUNT FIXED ACCOUNT
 
We hold amounts that you allocate to the General Account Fixed Account in the
general account of Fortis Benefits. We have not registered interests in the
General Account Fixed Account under the Securities Act of 1933, and we have not
registered the General Account Fixed Account as an investment company under the
Investment Company Act of 1940, because of exemptive and exclusionary
provisions. Accordingly, neither the General Account Fixed Account nor any
interests in that account are subject to these Acts and, 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 contracts with amounts
allocated to the General Account Fixed Account, this prospectus serves as a
disclosure document only for the aspects of the contract involving the Variable
Account. This prospectus contains only selected information regarding the
General Account Fixed Account. You can get more information about the General
Account Fixed Account from Fortis Benefits' home office or from your sales
representative.
 
Fortis Benefits guarantees that the contract 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. However, we have no
obligation to credit interest in excess of the guaranteed rate of 3% per year.
We will not modify any interest rate in excess of 3% per year for any amount in
the General Account Fixed Account more than once each calendar year. We will
quote any higher rate of interest at an effective annual rate. The rate of any
excess interest that we initially or subsequently credit to any amount can in
many cases vary, depending on when you originally allocated that amount to the
General Account Fixed Account. Once credited, we:
 
    - make such interest part of the contract value in the General Account Fixed
      Account,
 
    - guarantee the interest, and
 
    - subject the interest to applicable fees and charges.
 
GENERAL ACCOUNT FIXED ACCOUNT TRANSFERS
 
Transfers out of the General Account Fixed Account have special limitations.
Prior to the annuity commencement date, you may transfer all or part of the
contract value from the General Account Fixed Account to the Variable Account,
provided that:
 
(1) no more than one such transfer is made each contract 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 we may transfer up to
    the entire balance),
 
(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 that account.
 
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 in our discretion. You may
make no transfer from the General Account Fixed Account after the annuity
commencement date.
 
INVESTMENTS BY FORTIS BENEFITS
 
Fortis Benefits' legal obligations with respect to the Guarantee Periods Fixed
Account and the General Account Fixed Account are supported by our general
account assets. These general account assets also support our obligations under
other insurance and annuity contracts. Investments purchased with amounts
allocated to both fixed accounts are the property of Fortis Benefits, and you
have no legal rights in such investments. Subject to applicable law, we have
sole discretion over the investment of assets in our general account and in the
fixed account. Neither our general account nor the fixed account is subject to
registration under the Investment Company Act of 1940.
 
We will invest amounts in our general account, and amounts in the fixed account,
in compliance with applicable state insurance laws and regulations concerning
the nature and quality of investments for the general account. Within specified
limits and subject to certain standards and limitations, these laws generally
permit investment in:
 
    - federal, state and municipal obligations,
 
    - preferred and common stocks,
 
    - corporate bonds,
 
    - real estate mortgages,
 
    - real estate, and
 
    - certain other investments.
 
                                       10

See "Fortis Benefits' Financial Statements" for information on our investments.
Investment management for amounts in our general account and in the fixed
account is provided to us by Fortis Advisors, Inc.
 
When we establish guaranteed interest rates, we will consider the available
return on the instruments in which we invest amounts allocated to the fixed
account. However, this return is only one of many factors we consider when we
establish the guaranteed interest rates. See "Guarantee Periods Fixed Account".
 
Generally, we expect to invest amounts allocated to the fixed account in debt
instruments. We expect that these debt instruments will approximately match our
liabilities with regard to the guarantee periods for purchase payments allocated
to Guarantee Periods Fixed Accounts and with regard to expected holding periods
for purchase payments allocated to the General Account Fixed Account. We also
expect that these debt instruments will primarily include:
 
(1) securities issued by the United States Government or its agencies or
    instrumentalities. These securities may or may not be guaranteed by the
    United States Government;
 
(2) debt securities that, at the time of purchase, have an investment grade
    within the four highest grades assigned by Moody's Investors Services, Inc.
    ("Moody's"), Standard & Poor's Corporation ("Standard & Poor's"), or any
    other nationally recognized rating service. Moody's four highest grades are:
    Aaa, Aa, A, and Baa. Standard & Poor's four highest grades are: AAA, AA, A,
    and BBB;
 
(3) other debt instruments including, but not limited to, issues of, or
    guaranteed by, banks or bank holding companies and corporations. Although
    not rated by Moody's or Standard & Poor's, we deem these obligations to have
    an investment quality comparable to securities that may be purchased as
    stated above;
 
(4) other evidences of indebtedness secured by mortgages or deeds of trust
    representing liens upon real estate.
 
Except as required by applicable state insurance laws and regulations, we are
not obligated to invest amounts allocated to the fixed account according to any
particular strategy, See "Regulation and Reserves".
 
ACCUMULATION PERIOD
 
ISSUANCE OF A CONTRACT AND PURCHASE PAYMENTS
 
We reserve the right to reject any application for a contract or any purchase
payment for any reason. If we accept your issuing instructions in the form
received, we will credit the initial purchase payment within two Valuation Dates
after the later of (1) receipt of the issuing instructions or (2) receipt of the
initial purchase payment at our home office. If we cannot apply the initial
purchase payment within five Valuation Dates after receipt because the issuing
instructions are incomplete, we will return the initial purchase payment unless
you consent to our retaining the initial purchase payment and applying it as of
the end of the Valuation Period in which the necessary requirements are
fulfilled. The initial purchase payment must be at least $5,000 ($2,000 for a
contract issued pursuant to a qualified plan).
 
The date that we apply the initial purchase payment to the purchase of the
contract is also the contract issue date. The contract issue date is the date
used to determine contract years, regardless of when we deliver the contract.
Our crediting of investment experience in the Variable Account, or a fixed rate
of return in the fixed account, generally begins as of the contract issue date.
 
We will accept additional purchase payments at any time after the contract issue
date and prior to the annuity commencement date, as long as the Annuitant is
living. You must transmit purchase payments (together with any required
information identifying the proper contracts and accounts to be credited with
purchase payments) to our home office. We apply additional purchase payments to
the contract, and add to the contract value as of the end of the Valuation
Period in which we receive the payments.
 
Each additional purchase payment under a contract must be at least $50. The
total of all purchase payments for all Fortis Benefits annuities having the same
owner or Annuitant, may not exceed $1 million (not more than $500,000 allocated
to the fixed account) without our prior approval. We reserve the right to modify
this limitation at any time.
 
You may make purchase payments in excess of the initial minimum by monthly draft
against a bank account if you have completed and returned to us a special
authorization form. You may get the form from your sales representative or from
our home office. We can also arrange for you to make purchase payments by wire
transfer, payroll deduction, military allotment, direct deposit and billing.
Purchase payments by check should be made payable to Fortis Benefits Insurance
Company.
 
If the contract value is less than $1,000, we may cancel the contract on any
Valuation Date. We will notify you of our intention to cancel the contract at
least 90 days in advance of the cancellation date. If we do cancel your
contract, we consider such cancellation a full surrender of the contract.
 
CONTRACT VALUE
 
Contract value is the total of any Variable Account value in all the subaccounts
of the Variable Account, plus any fixed account value.
 
The contract does not guarantee a minimum Variable Account value. You bear the
entire investment risk for the contract value that you allocate to the Variable
Account.
 
DETERMINATION OF VARIABLE ACCOUNT VALUE. A contract's Variable Account value is
based on the number of Accumulation Units and on Accumulation Unit values, which
are determined on each Valuation Date. The value of an Accumulation Unit for a
subaccount on any Valuation Date is equal to the previous value of that
subaccount's Accumulation Unit multiplied by that subaccount's net investment
factor (discussed directly below) for the Valuation Period ending on that
Valuation Date. At the end of any Valuation Period, a contract's Variable
Account value in a subaccount is equal to the number of Accumulation Units in
the subaccount times the value of one Accumulation Unit for that subaccount.
 
The number of Accumulation Units in each subaccount is equal to
 
    - Accumulation Units purchased at the time that any purchase payments or
      transferred amounts are allocated to the subaccount; less
 
                                       11

    - Accumulation Units redeemed to pay for the portion of any transfers from
      or partial surrenders allocated to the subaccount; less
 
    - Accumulation Units redeemed to pay charges under the contract.
 
NET INVESTMENT FACTOR. The net investment factor for a subaccount is determined
by dividing (1) the net asset value per share of the portfolio shares held by
the subaccount, determined at the end of the current Valuation Period, plus the
per share amount of any dividend or capital gains distribution made with respect
to the portfolio shares held by the subaccount during the current Valuation
Period, minus a per share charge for the increase, plus a per share credit for
the decrease, in any income taxes assessed which we determine to have resulted
from the investment operation of the subaccount or any other taxes which are
attributable to this contract, by (2) the net asset value per share of the
portfolio shares held in the subaccount as determined at the end of the previous
Valuation Period, and subtracting from that result a factor representing the
mortality risk, expense risk and administrative expense charge.
 
If a subaccount's net investment factor is GREATER THAN ONE, the subaccount's
Accumulation Unit value has INCREASED. If a subaccount's net investment factor
is LESS THAN ONE, the subaccount's Accumulation Unit value has DECREASED.
 
DETERMINATION OF FIXED ACCOUNT VALUE. A contract's fixed account value is
guaranteed by Fortis Benefits. Therefore, we bear the investment risk with
respect to amounts allocated to the fixed account, except to the extent that (1)
we may vary the guaranteed interest rate for future guarantee periods for
Guarantee Periods Fixed Accounts and the current interest for General Account
Fixed Accounts (subject to the 3% effective annual minimum) and (2) the Market
Value Adjustment for Guarantee Periods Fixed Accounts imposes investment risks
on you.
 
The contract's fixed account value on any Valuation Date is equal to the
following amounts, in each case increased by accrued interest:
 
    - The amount of 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 CONTRACT VALUE
 
ALLOCATION OF PURCHASE PAYMENTS. In your application for a contract, you may
allocate purchase payments, or portions of payments, to the:
 
    - available subaccounts of the Variable Account, or
 
    - to the fixed account (and to guarantee periods within the fixed account
      for contracts issued in states where the Guarantee Periods Fixed Account
      is offered), or
 
    - to a combination of the previous options.
 
Percentages must be in whole numbers and the total allocation must equal 100%.
The percentage allocations for future purchase payments may be changed, without
charge, at any time by sending a written request to Fortis Benefits' home
office. Changes in the allocation of future purchase payments will be effective
on the date we receive your written request.
 
TRANSFERS. You may transfer contract value:
 
    - from one available subaccount to another available subaccount, or
 
    - from one available subaccount to the fixed account, or
 
    - from the fixed account to an available subaccount, or
 
    - from one guarantee period to another guarantee period (in the case of
      Guarantee Periods Fixed Account transfers).
 
You must request transfers by (1) a written request to Fortis Benefits' home
office, or by (2) a telephone transfer as described below. Currently, we do not
charge for any transfer. However, transfers from a guarantee period of a
Guarantee Period Fixed Account that are (1) more than 15 days before or 15 days
after the expiration of the existing guarantee period, or are (2) not a part of
a formal Fortis Benefits program for the transfer of fixed account value are
subject to a Market Value Adjustment. See "Market Value Adjustment". Transfers
of contract 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 contract value in the subaccount or fixed account.
 
However, we may permit a continuing request for transfers of lesser specified
amounts automatically on a periodic basis. We reserve the right to restrict the
frequency of transfers or to otherwise condition, terminate, or impose charges
(not to exceed $25 per transfer) upon transfers. Where you make all your
transfer requests at the same time, as part of one request, we will count all
transfers between and among the subaccounts of the Variable Account and the
fixed account as one transfer. We will execute the transfers, and determine all
values in connection with the transfers, at of the end of the Valuation Period
in which we receive the transfer request. The amount of any positive or negative
Market Value Adjustment associated with a transfer from a Guarantee Periods
Fixed Account will be added to or deducted from the transferred amount.
 
Certain restrictions on very substantial allocations to any one subaccount are
set forth under "Limitations on Allocations" in the Statement of Additional
Information.
 
TOTAL AND PARTIAL SURRENDERS
 
TOTAL SURRENDERS. You may surrender all of the cash surrender value at any time
during the life of the Annuitant and prior to the annuity commencement date. If
you choose to make a total surrender, you must do so by written request sent to
our home office. We reserve the right to require that the contract be returned
to us prior to making payment, although this will not affect our determination
of the amount of the cash surrender value. Cash surrender value is:
 
                                       12

    - the contract value at the end of the Valuation Period during which we
      receive the written request for the total surrender at our home office,
      plus or minus
 
    - any applicable Market Value Adjustment.
 
See "Market Value Adjustment".
 
We must receive written consent of all collateral assignees and irrevocable
beneficiaries prior to any total surrender. We will generally pay surrenders
from the Variable Account within seven days of the date of receipt by our home
office of the written request. However, we may postpone payments in certain
circumstances. See "Postponement of Payment".
 
The amount we pay upon total surrender of the cash surrender value (taking into
account any prior partial surrenders) may be more or less than the total
purchase payments you made. After a surrender of the cash surrender value or at
any time the contract value is zero, all rights of the owner, Annuitant, or any
other person will terminate.
 
PARTIAL SURRENDERS. At any time during the life of the Annuitant and prior to
the annuity commencement date, you may surrender a portion of the fixed account
and/or the Variable Account. You must request partial surrender by a written
request sent to Fortis Benefits' home office. We will not accept a partial
surrender request from you unless the net proceeds payable to you, as a result
of the request, are at least $1,000. We will surrender the entire cash surrender
value under the contract if the total contract value in both the Variable
Account and fixed account would be less than $1,000 after the partial surrender.
 
You should specify the subaccounts of the Variable Account or guarantee periods
of the fixed account that you wish to partially surrender. If you do not
specify, we take the partial surrender from the subaccounts and from the
guarantee periods of the fixed account on a pro rata basis.
 
We will surrender Accumulation Units from the Variable Account and/ or dollar
amounts from the fixed account so that the total am ount of the partial
surrender equals the dollar amount of the partial surrender request. If the
surrender is from a guarantee period, we will reduce the partial surrender by
the amount of any applicable negative Market Value Adjustment, or we will
increase the amount payable to you by any positive Market Value Adjustment
UNLESS the surrender is (1) within 15 days before or 15 days after the
expiration of a guarantee period, or (2) is a part of a formal Fortis Benefits
program for the transfer of fixed account value. The partial surrender will be
effective at the end of the Valuation Period in which we receive the written
request for partial surrender at our home office. Payments will generally be
made within seven days of the effective date of such request, although certain
delays are permitted. See "Postponement of Payment".
 
The Internal Revenue Code provides that a penalty tax will be imposed on certain
premature surrenders. For a discussion of this and other tax implications of
total and partial surrenders, including withholding requirements, see "Federal
Tax Matters". Also, under tax deferred annuity contracts pursuant to Section
403(b) of the Internal Revenue Code, no distributions of voluntary salary
reduction amounts will be permitted prior to one of the following events:
attainment of age 59 1/2 by the employee or the employee's separation from
service, death, disability or hardship. (Hardship distributions will be limited
to the lesser of the amount of the hardship or the amount of salary reduction
contributions, exclusive of earnings thereon.)
 
TELEPHONE TRANSACTIONS
 
You or your representative may make certain requests under the contract by
telephone if we have a written telephone authorization on file. These include
requests for (1) transfers, (2) withdrawals, and (3) changes in purchase payment
allocation instructions, dollar-cost averaging, portfolio rebalancing programs
and systematic withdrawals. Our home office will employ reasonable procedures to
confirm that instructions communicated by telephone are genuine. These
procedures may include, among others, (1) requiring some form of personal
identification such as your address and social security number prior to acting
upon instructions received by telephone, (2) providing written confirmation of
such transactions, and/or (3) tape recording of telephone instructions. Your
request for telephone transactions authorizes us to record telephone calls. We
may be liable for any losses due to unauthorized or fraudulent instructions if
we do not employ reasonable procedures. If we do employ reasonable procedures,
we will not be liable for any losses due to unauthorized or fraudulent
instructions. We reserve the right to place limits, including dollar limits, on
telephone transactions.
 
BENEFIT PAYABLE ON DEATH OF CONTRACT OWNER OR ANNUITANT
 
If the contract owner or Annuitant dies prior to the annuity commencement date,
we will pay a death benefit to the beneficiary. If more than one Annuitant has
been named, we will pay the death benefit payable upon the death of an Annuitant
only upon the death of the last survivor of the persons so named.
 
The death benefit will equal the greater of:
 
(1) the sum of all purchase payments made less all prior surrenders and any
    applicable prior negative Market Value Adjustments (in the case of a
    contract having a Guarantee Periods Fixed Account), or
 
(2) the contract value adjusted by any applicable Market Value Adjustment (in
    the case of a contract 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 (1) receive a single sum payment, which terminates the
contract, or (2) select an annuity option. If the beneficiary selects an annuity
option, he or she will have all the rights and privileges of a payee under the
contract. If the beneficiary desires an annuity option, the election should be
made within 60 days of the date
 
                                       13

the death benefit becomes payable. Failure to make a timely election can result
in unfavorable tax consequences. For further information, see "Federal Tax
Matters."
 
We accept any of the following as proof of death: (1) a copy of a certified
death certificate; (2) a copy of a certified decree of a court of competent
jurisdiction as to the finding of death; or (3) a written statement by a medical
doctor who attended the deceased at the time of death.
 
The Internal Revenue Code requires that a Non-Qualified Contract contain certain
provisions about an owner's death. We discuss these provisions below under
"Federal Tax Matters--Required Distributions for Non-Qualified Contracts." It is
imperative that written notice of the death of the owner be promptly transmitted
to us at our home office, so that we can make arrangements for distribution of
the entire interest in the contract to the beneficiary in a manner that
satisfies the Internal Revenue Code requirements. Failure to satisfy these
requirements may result in the contract not being treated as an annuity contract
for federal income tax purposes with possible adverse tax consequences.
 
THE ANNUITY PERIOD
 
ANNUITY COMMENCEMENT DATE
 
You may specify an annuity commencement date in your application. The annuity
commencement date marks the beginning of the period during which an Annuitant or
other payee designated by the owner receives annuity payments under the
contract. We reserve the right to prohibit an annuity commencement date that is
on or after the Annuitant's 75th birthday. You should consult your Fortis
Benefits representative in this regard
 
The Internal Revenue Code may impose penalty taxes on amounts distributed either
too soon or too late depending on the type of retirement arrangement involved.
See "Federal Tax Matters". You should consider this carefully in selecting or
changing an annuity commencement date.
 
You must submit a written request during the Annuitant's lifetime in order to
advance or defer the annuity commencement date. We must receive the request at
our home office at least 30 days before the then-scheduled annuity commencement
date. The new annuity commencement date must also be at least 30 days after we
receive the written request. You have no right to make any total or partial
surrender during the Annuity Period.
 
COMMENCEMENT OF ANNUITY PAYMENTS
 
We may pay the entire contract value, rather than apply the amount to an annuity
option if the contract value at the end of the Valuation Period which contains
the annuity commencement date is less than $1,000. We would make the payment in
a single sum to the Annuitant or other payee chosen by the owner and cancel the
contract. We would not impose any charge other than the premium tax charge.
 
Otherwise, we will apply (1) the fixed account value to provide a Fixed Annuity
Option and (2) the Variable Account value in any subaccount to provide a
Variable Annuity Option using the same subaccount, unless you have notified us
by written request to apply the fixed account value and Variable Account value
in different proportions. We must receive written request at our home office at
least 30 days before the annuity commencement date.
 
We will make annuity payments under a Fixed or Variable Annuity Option on a
monthly basis to the Annuitant or other properly-designated payee, unless we
agree to a different payment schedule. If you name more than one person as an
Annuitant, you may elect to name one of such persons to be the sole Annuitant as
of the annuity commencement date. We reserve the right to change the frequency
of any annuity payment so that each payment will be at least $50 ($20 in Texas).
 
The amount of each annuity payment will depend on (1) the amount of contract
value applied to an annuity option, (2) the form of annuity selected, and (3)
the age of the Annuitant. For information concerning the relationship between
the Annuitant's sex and the amount of annuity payments, including special
requirements in connection with employee benefits plans, see "Calculations of
Annuity Payments" in the Statement of Additional Information. The Statement of
Additional Information also contains detailed information about how the amount
of each annuity payment is computed.
 
The dollar amount of any fixed annuity payments is specified during the entire
period of annuity payments according to the provisions of the annuity option
selected. The dollar amount of variable annuity payments varies during the
Annuity Period based on changes in Annuity Unit values for the subaccounts that
you choose to use in connection with your payments.
 
RELATIONSHIP BETWEEN SUBACCOUNT INVESTMENT PERFORMANCE AND AMOUNT OF VARIABLE
ANNUITY PAYMENTS
 
The amount of an annuity payment depends on the average effective net investment
return of a subaccount during the period since the preceding payment as follows:
 
    - if the return is HIGHER than 3% annually, the Annuity Unit value will
      INCREASE, and the second payment will be HIGHER than the first; and
 
    - if the return is LOWER than 3% annually, the Annuity Unit value will
      DECREASE, and the second payment will be LOWER than the first.
 
"Net investment return," for this purpose, refers to the subaccount's overall
investment performance after deduction of the mortality and expense risk and
administrative expense charges, which are assessed at an annual rate of .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. A person receiving annuity payments may make up to four transfers a
year among subaccounts. The current procedures for and conditions on these
transfers are the same as we describe above under
 
                                       14

"Allocation of Purchase Payments and Contract Value--Transfers". We do not
permit transfers from a Fixed Annuity Option during the Annuity Period.
 
ANNUITY OPTIONS
 
You may select an annuity option or change a previous selection by written
request. We must receive your request at least 30 days before the annuity
commencement date. You may select one annuity form, although payments under that
form may be on a combination fixed and variable basis. If no annuity form
selection is in effect on the annuity commencement date, we usually
automatically apply Option B (described below), with payments guaranteed for ten
years. However, federal pension law may require that we make default payments
under certain retirement plans pursuant to plan provisions and/or federal law.
Tax laws and regulations may impose further restrictions to assure that the
primary purpose of the plan is distribution of the accumulated funds to the
employee.
 
Your contract offers the following options for fixed and variable annuity
payments. Under each of the options, we make payments as of the first Valuation
Date of each monthly period, starting with the annuity commencement date.
 
OPTION A, LIFE ANNUITY. We do not make payments after the annuitant dies. It is
possible for the annuitant to receive only one payment under this option, if the
annuitant dies before the second payment is due.
 
OPTION B, LIFE ANNUITY WITH PAYMENTS GUARANTEED FOR 10 YEARS TO 20 YEARS. We
continue payments as long as the annuitant lives. If the annuitant dies before
we have made all of the guaranteed payments, we continue installments of the
guaranteed payments to the beneficiary.
 
OPTION C, JOINT AND FULL SURVIVOR ANNUITY. We continue payments as long as
either the annuitant or the joint annuitant is alive. We stop payments when both
the annuitant and the joint annuitant have died. It is possible for the payee or
payees to receive only one payment under this option if both annuitants die
before the second payment is due.
 
OPTION D, JOINT AND ONE-HALF CONTINGENT SURVIVOR ANNUITY. We continue payments
as long as either the annuitant or the joint annuitant is alive. If the
annuitant dies first, we continue payments to the joint annuitant at one-half
the original amount. If the joint annuitant dies first, we continue payments to
the annuitant at the original full amount. We stop payments when both the
annuitant and the joint annuitant have died. It is possible for the payee or
payees to receive only one payment under this option if both annuitants die
before the second payment is due.
 
We also have other annuity options available. You can get information about them
from your sales representative or by calling or writing to our home office.
 
DEATH OF ANNUITANT OR OTHER PAYEE
 
Under most annuity options offered by us, the amounts, if any, payable on the
death of the Annuitant during the Annuity Period are the continuation of annuity
payments for any remaining guarantee period or for the life of any joint
Annuitant. In all such cases, the person entitled to receive payments also
receives any rights and privileges under the annuity form in effect.
 
Additional rules applicable to such distributions under Non-Qualified Contracts
are described under "Federal Tax Matters--Required Distributions for
Non-Qualified Contracts". Though the rules there described do not apply to
contracts issued in connection with qualified plans, similar rules apply to the
plans themselves.
 
CHARGES AND DEDUCTIONS
 
PREMIUM TAXES
 
We deduct state premium taxes as follows:
 
    - when imposed on purchase payments, we pay the amount on your behalf and
      deduct the amount from your contract value upon (1) our payment of
      surrender proceeds or death benefit or (2) annuitization of a contract, or
 
    - when imposed at the time annuity payments begin, we deduct the amount from
      your contract value.
 
Applicable premium tax rates depend upon your place of residence. Rates can
change by legislation, administrative interpretations, or judicial acts.
 
CHARGES AGAINST THE VARIABLE ACCOUNT
 
MORTALITY AND EXPENSE RISK CHARGE. We assess each subaccount of the Variable
Account with a daily charge for mortality and expense risk. This charge is a
nominal annual rate of .45% of the average daily net assets of the Variable
Account. It consists of approximately .30% for mortality risk and approximately
 .15% for expense risk. We guarantee not to increase this charge for the duration
of the contract. This charge is assessed during both the Accumulation Period and
the Annuity Period.
 
The mortality risk borne by us arises from our obligation to make annuity
payments (determined in accordance with the annuity tables and other provisions
contained in the contract) for the full life of all Annuitants regardless of how
long all Annuitants or any individual Annuitant might live. In addition, we bear
a mortality risk in that we guarantee to pay a death benefit upon the death of
an Annuitant or owner prior to the annuity commencement date.
 
The expense risk we assume is that actual expenses incurred in connection with
issuing and administering the contract will exceed the limits on administrative
charges set in the contract.
 
We bear the loss if the administrative charges and the mortality and expense
risk charge are insufficient to cover the expenses and costs assumed.
Conversely, we profit if the amount deducted proves more than sufficient.
 
ANNUAL ADMINISTRATIVE CHARGE
 
A $30 annual administrative charge is deducted from the contract value on each
anniversary of the contract issue date. This charge helps to cover
administrative costs incurred in:
 
                                       15

    - issuing contracts,
 
    - establishing and maintaining records relating to contracts,
 
    - making regulatory filings and furnishing confirmation notices,
 
    - voting materials and other communications,
 
    - providing computer, actuarial and accounting services, and
 
    - processing contract transactions.
 
We do not anticipate any profit from this charge, and we will initially waive
this charge during the Annuity Period, although we reserve the right to
reinstitute it at any time.
 
We will deduct the annual administrative charge by redeeming Accumulation Units
from each subaccount of the Variable Account and by redeeming Accumulation Units
from the fixed account. Contract value is the total value of the Variable
Account and the fixed account. We will redeem Accumulation Units in proportion
to the allocation of contract value among both:
 
    - the subaccounts of the Variable Account, and
 
    - the fixed account
 
If you totally surrender the contract, we will deduct the full annual
administration charge at the time of surrender.
 
TAX CHARGE
 
We currently impose no charge for taxes payable by us in connection with the
contract, other than for applicable premium taxes. We reserve the right to
impose a charge for any other taxes that may become payable by us in the future
for the contracts or the Variable Account.
 
The annual administrative charge and charges against the Variable Account
described above are for the purposes described. We may receive a profit as a
result of these charges.
 
MISCELLANEOUS
 
The Variable Account invests in shares of the portfolios. Therefore, the net
assets of the Variable Account will reflect the investment advisory fees and
certain other expenses incurred by the portfolios and described in their
prospectuses.
 
GENERAL PROVISIONS
 
THE CONTRACTS
 
The entire contract includes any application, amendment, rider, endorsement, and
revised contract pages. Only an officer of Fortis Benefits can agree to change
or waive any provision of a contract. Any change or waiver must be in writing
and signed by an officer of Fortis Benefits.
 
The contracts are non-participating and do not share in dividends or earnings of
Fortis Benefits.
 
POSTPONEMENT OF PAYMENT
 
We may defer for up to 15 days the payment of any amount attributable to a
purchase payment made by check to allow the check reasonable time to clear. For
a description of other circumstances in which amounts payable out of Variable
Account assets could be deferred, see "Postponement of Payments" in the
Statement of Additional Information. We may also defer payment of surrender
proceeds payable out of the fixed account for a period of up to 6 months.
 
MISSTATEMENT OF AGE OR SEX AND OTHER ERRORS
 
If the Annuitant's age or sex was misstated, we pay the amount that the purchase
payments paid would have purchased at the correct age and sex. If we make any
overpayment because of incorrect information about age or sex, or any other
miscalculation, we deduct the overpayment from the next payment due. We add
underpayments to the next payment. We credit or charge the amount of any
adjustment with interest at the rate of 3% annually.
 
ASSIGNMENT
 
Owners and payees may assign their rights and interests under a Qualified
Contract only in certain narrow circumstances referred to in the contract.
Owners and other payees may assign their rights and interests under
Non-Qualified Contracts, including their ownership rights.
 
We take no responsibility for the validity of any assignment. Owners and payees
must make a change in ownership rights in writing and send it to our home
office. The change will be effective on the date made, although we are not bound
by a change until the date we record it.
 
The rights under a contract are subject to any assignment of record at our home
office. An assignment or pledge of a contract may have adverse tax consequences.
See below under "Federal Tax Matters".
 
BENEFICIARY
 
You may name or change a beneficiary or a contingent beneficiary before the
annuity commencement date, and while the Annuitant is living. You must send a
written request of the change to Fortis Benefits. Certain retirement programs
may require spousal consent to name or change a beneficiary. Applicable tax laws
and regulations may limit the right to name a beneficiary other than the spouse.
We are not responsible for the validity of any change. A change will take effect
as of the date it is signed but will not affect any payments we make or action
we take before receiving the written request. We also need the consent of any
irrevocably named person before making a requested change.
 
Upon the death of an owner, or Annuitant, prior to the annuity commencement
date, the beneficiary will be deemed as follows:
 
    - If there is any surviving owner, the surviving owner will be the
      beneficiary (this overrides any other beneficiary designation).
 
    - If there is no surviving owner, the beneficiary will be the beneficiary
      designated by the owner.
 
                                       16

    - If there is no surviving owner and no surviving beneficiary who has been
      designated by the owner, then the estate of the last surviving owner will
      be the beneficiary.
 
REPORTS
 
We will mail to the owner (or to the person receiving payments during the
Annuity Period), at the last known address of record, any report and
communication required by any applicable law or regulation. You should therefore
give us prompt written notice of any address change. This will include annual
audited financial statements of the portfolios, but not necessarily of the
Variable Account or Fortis Benefits.
 
RIGHTS RESERVED BY FORTIS BENEFITS
 
We reserve the right to make certain changes if, in our judgment, they would
best serve the interests of owners and Annuitants or would be appropriate in
carrying out the purposes of the contracts. We will make any change only as
permitted by applicable laws. We will obtain your approval of the changes and
approval from any appropriate regulatory authority if required by law. Examples
of the changes we may make include:
 
    - To operate the Variable Account in any form permitted under the Investment
      Company Act of 1940 or in any other form permitted by law.
 
    - To transfer any assets in any subaccount to another subaccount, or to one
      or more separate accounts, or to the fixed account; or to add, combine, or
      remove subaccounts in the Variable Account.
 
    - To substitute, for the portfolio shares held in any subaccount, the shares
      of another portfolio or the shares of another investment company or any
      other investment permitted by law.
 
    - To make any changes required by the Internal Revenue Code or by any other
      applicable law in order to continue treatment of the contract as an
      annuity.
 
    - To change the time or time of day at which a Valuation Date is deemed to
      have ended.
 
    - To make any other necessary technical changes in the contract in order to
      conform with any action the above provisions permit us to take, including
      to change the way we assess charges, but without increasing as to any then
      outstanding contract the aggregate amount of the types of charges that we
      have guaranteed.
 
DISTRIBUTION
 
The contracts are sold by individuals who are (1) licensed by state insurance
authorities to sell the contracts of Fortis Benefits, and (2) representatives of
Waterhouse National Bank. The representatives of Waterhouse National Bank are
authorized to sell the contracts by means of a dealer agreement with Fortis
Investors, Inc., the principal underwriter of the contracts. Fortis Investors is
registered as a broker-dealer with the Securities and Exchange Commission under
the Securities Exchange Act of 1934. Fortis Investors is also a member of the
National Association of Securities Dealers, Inc.
 
We compensate Waterhouse National Bank for distributing the contracts by paying
Waterhouse National Bank a fee. This fee is based upon a formula, and we do not
expect this fee to exceed .10% per annum of the average daily contract value of
the contracts sold by representatives of Waterhouse National Bank.
 
We did not pay any amount associated with distribution of the contracts to
Fortis Investors in 1997 or 1998. In our distribution agreement with Fortis
Investors, we have 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
we have paid to Fortis, Inc. for various services.
 
Fortis Investors is an indirect subsidiary of Fortis (NL)N.V. and Fortis (B).
Fortis Investors is under common control with Fortis Benefits. Fortis Investors'
principal business address is the same as that of our home office. Fortis
Investors is not obligated to sell any specific amount of interests under the
contracts. $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. These rules are based on laws, regulations and
interpretations that are subject to change at any time. This summary is not
comprehensive. We do not intend it as tax advice. Federal estate and gift tax
considerations, as well as state and local taxes, may also be material. You
should consult a qualified tax adviser as to the tax implications of taking any
action under a contract or related retirement plan.
 
NON-QUALIFIED CONTRACTS
 
Section 72 of the Internal Revenue Code ("Code") governs the taxation of
annuities in general. Neither you nor any other person may exclude or deduct
purchase payments under Non-Qualified Contracts from gross income. However, you
are not currently taxed, until receipt, on any increase in the accumulated value
of a Non-Qualified Contract that results from (1) the investment performance of
the Variable Account, or (2) interest credited to the fixed account. Owners who
are not natural persons are taxed annually on any increase in the contract value
subject to exceptions. You may wish to discuss this with your tax adviser.
 
The following discussion applies generally to contracts owned by natural
persons.
 
In general, surrenders or partial withdrawals under contracts are taxed as
ordinary income to the extent of the accumulated income or gain under the
contract. If you assign or pledge any part of the value of a contract, you pay
on the value so pledged or assigned to the same extent as a partial withdrawal.
 
                                       17

With respect to annuity payment options, the tax consequences may vary depending
on the option elected under the contract. Until the "investment in the contract"
is recovered, generally only the portion of the annuity payment that represents
the amount by which the contract value exceeds the "investment in the contract"
will be taxed. In general, "investment in the contract" is the aggregate amount
of purchase payments made. After recovery of an Annuitant's or other payee's
"investment in the contract," the full amount of any additional annuity payments
is taxable.
 
For variable annuity payments, in general, the taxable portion of each annuity
payment (prior to recovery of the "investment in the contract") is the amount of
the payment less the nontaxable portion. The nontaxable portion of each payment
is the "investment in the contract" divided by the total number of expected
annuity payments.
 
For fixed annuity payments, in general, prior to recovery of the "investment in
the contract," there is no tax on the amount of each payment that bears the same
ratio to that payment as the "investment in the contract" bears to the total
expected value of the annuity payments for the term of the payments. However,
the remainder of each annuity payment is taxable. The taxable portion of a
distribution (in the form of an annuity or a single sum payment) is taxed as
ordinary income.
 
For purposes of determining the amount of taxable income resulting from
distributions, all contracts and other annuity contracts we or our affiliates
issue to you within the same calendar year will be treated as if they were a
single contract.
 
You, or any other payee, will pay a 10% penalty on the taxable portion of a
"premature distribution." Generally, an amount is a "premature distribution"
unless the distribution is:
 
    - made on or after you or another payee reach age 59 1/2, or is
 
    - made to a beneficiary on or after your death, or is
 
    - made upon your disability or that of another payee, or is
 
    - part of a series of substantially equal annuity payments for your life or
      life expectancy, or is
 
    - part of a series of substantially equal annuity payments for the life or
      life expectancy of you and your beneficiary.
 
Premature distributions may result, for example, from:
 
    - an early annuity commencement date
 
    - an early surrender or partial surrender of a contract
 
    - an assignment of a contract
 
    - the early death of an Annuitant other than you or another person receiving
      annuity payments under the contract
 
If you transfer ownership of a contract, or designate an Annuitant or payee
other than yourself, you may have certain income or gift tax consequences that
are beyond the scope of this discussion. If you are contemplating any transfer
or assignment of a contract, you should contact a competent tax adviser.
 
REQUIRED DISTRIBUTIONS FOR NON-QUALIFIED CONTRACTS
 
In order that a Non-Qualified Contract be treated as an annuity contract for
federal income tax purposes, Section 72(s) of the Code requires:
 
    - if any person receiving annuity payments dies on or after the annuity
      commencement date but prior to the time the entire interest in the
      contract has been distributed, the remaining portion of such interest will
      be distributed at least as rapidly as under the method of distribution
      being used as of the date of the person's death; and
 
    - if you die prior to the annuity commencement date, the entire interest in
      the contract will be distributed:
 
      - within five years after your death, or
 
      - as annuity payments that will begin within one year of your death and
        will be made over your designated beneficiary's life or over a period
        not extending beyond the life expectancy of that beneficiary.
 
However, if the owner's designated beneficiary is the surviving spouse, the
surviving spouse may continue the contract as the new contract owner. Where the
owner or other person receiving payments is not a natural person, the required
distributions under Section 72(A) apply on the death of the primary Annuitant.
 
The Internal Revenue Service has not issued regulations interpreting the
requirements of Section 72(s) (although it has issued proposed regulations
interpreting similar requirements for qualified plans). We intend to review and
modify the contract if necessary to ensure that it complies with the
requirements of Section 72(s) when clarified by regulation or otherwise.
 
Generally, the above requirements will be satisfied with a single sum payment
where the death occurs prior to the annuity commencement date. A single sum
payment will be subject to proof of the owner's death. The beneficiary, however,
may elect by written request to receive an annuity option instead of a lump sum
payment. However, if the election is not made within 60 days of the date the
single sum death benefit otherwise becomes payable, the IRS may disregard the
election for tax purposes and tax the beneficiary as if a single sum payment had
been made.
 
QUALIFIED CONTRACTS
 
The contracts may be used with several types of tax-qualified plans. The tax
rules applicable to owners, Annuitants, and other payees vary according to the
type of plan and the terms and conditions of the plan itself. In general,
purchase payments made under a tax qualified plan on your behalf are excludable
from your gross income during the Accumulation Period. The portion, if any, of
any purchase payment that is not excluded from your gross income during the
Accumulation Period constitutes your "investment in the contract".
 
When annuity payments begin, you will receive back your "investment in the
contract" if any, as a tax-free return of capital. The Code
 
                                       18

provides which portion of each payment is taxable and which portion is tax free.
These rules may vary depending on the type of tax qualified plan.
 
The contracts are available in connection with the following types of retirement
plans:
 
    - Section 403(b) annuity plans for employees of certain tax-exempt
      organizations and public education institutions;
 
    - Section 401 or 403(a) qualified pension, profit-sharing, or annuity plans;
 
    - Individual retirement annuities ("IRAs") under Section 408(b);
 
    - Simplified employee pension plans ("SEPs") under Section 408(k);
 
    - SIMPLE IRA Plans under Section 408(p); and
 
    - Section 457 unfunded deferred compensation plans of tax-exempt
      organizations and private employer unfunded deferred compensation plans.
 
The tax implications of these plans are further discussed in the Statement of
Additional Information under the heading "Taxation Under Certain Retirement
Plans".
 
WITHHOLDING
 
Annuity payments and other amounts received under contracts are subject to
income tax withholding unless the recipient elects not to have taxes withheld.
The amounts withheld will vary among recipients depending on the tax status of
the individual and the type of payments from which taxes are withheld.
 
Despite the recipient's election, the Code may require withholding from certain
payments outside the United States. The Code may also require withholding from
certain distributions from certain types of qualified retirement plans, unless
the proceeds are transferred directly from the qualified plan to another
qualified retirement plan. Moreover, special "backup withholding" rules may
require us to disregard the recipient's election if the recipient fails to
supply us with a "TIN" or taxpayer identification number (social security number
for individuals), or if the Internal Revenue Service notifies us that the TIN
provided by the recipient is incorrect.
 
PORTFOLIO DIVERSIFICATION
 
The United States Treasury Department has adopted regulations under Section
817(h) of the Code that set forth diversification requirements for investments
underlying Non-Qualified Contracts. We believe that the investments will satisfy
these requirements. Failure to do so would result in immediate taxation to you
or another person of all income credited to Non-Qualified Contracts. Also,
current regulations do not provide guidance as to any circumstances in which
control over allocation of values among different investment alternatives may
cause you or another person receiving annuity payments to be treated as the
owners of Variable Account assets for tax purposes. We reserve the right to
amend the contracts in any way necessary to avoid any such result. The Treasury
Department may establish standards in this regard through regulations or
rulings. Such standards may apply only prospectively, although retroactive
application is possible if the Treasury Department considered such standards not
to embody a new position.
 
CERTAIN EXCHANGES
 
Section 1035 of the Code provides generally that no gain or loss will be
recognized under the exchange of a life insurance or annuity contract for an
annuity contract. Thus, a properly completed exchange pursuant to the special
annuity contract exchange form we provide for this purpose is not generally a
taxable event under the Code. Moreover, your investment in the contract will be
the same as your investment in the product you exchanged out of.
 
Because of the complexity of these and other tax aspects in connection with an
exchange, you should consult a tax adviser before making any exchange.
 
TAX LAW RESTRICTIONS AFFECTING SECTION 403(B) PLANS
 
Section 403(b)(11) of the Internal Revenue Code restricts the distribution under
Section 403(b) annuity contracts of:
 
(1) elective contributions made for years beginning after December 31, 1988;
 
(2) earnings on those contributions; and
 
(3) earnings on amounts held as of December 31, 1988.
 
Distribution of these amounts may only occur upon death of the employee,
attainment of age 59 1/2, separation from service, disability, or financial
hardship. In addition, we may not distribute income attributable to elective
contributions made after December 31, 1988.
 
                                       19

FURTHER INFORMATION ABOUT FORTIS BENEFITS
 
GENERAL
 
We offer and sell insurance products, including fixed and variable life
insurance policies, fixed and variable annuity contracts, and group life,
accident and health insurance policies. We market our products to small
businesses and individuals through a national network of independent agents,
brokers, and financial institutions.
 
OWNERSHIP OF SECURITIES
 
All of Fortis Benefits' outstanding shares are owned by Fortis Insurance, Inc.,
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
(NL)N.V. and 50% owned, through certain subsidiaries, by Fortis (B), Boulevard
Emile Jacqmain 53, 1000 Brussels, Belgium.
 
SELECTED FINANCIAL DATA
 
The following is a summary of certain financial data of Fortis Benefits. This
summary has been derived in part from the financial statements of Fortis
Benefits included elsewhere in this prospectus. You should read the following
along with these financial statements.
 


                                                                              YEAR ENDED DECEMBER 31,
                                                             ----------------------------------------------------------
                      (IN THOUSANDS)                            1998        1997        1996        1995        1994
                                                             ----------  ----------  ----------  ----------  ----------
                                                                                              
INCOME STATEMENT DATA
  Premiums and policy charges..............................  $1,299,770  $1,238,006  $1,295,878  $1,232,329  $1,022,446
  Net investment income....................................     234,043     228,724     206,023     203,537     162,514
  Net realized gains (losses) on investment................      52,404      41,101      25,731      55,080     (28,815)
  Other income.............................................      44,671      36,458      31,725      33,085      35,958
                                                             ----------  ----------  ----------  ----------  ----------
    TOTAL REVENUES.........................................  $1,630,888  $1,544,289  $1,559,357  $1,524,031  $1,192,103
                                                             ----------  ----------  ----------  ----------  ----------
                                                             ----------  ----------  ----------  ----------  ----------
  Total benefits and expenses..............................  $1,538,604  $1,442,059  $1,470,066  $1,442,270  $1,157,651
  Federal Income taxes.....................................      30,402      35,120      31,099      27,891      11,595
  Net income...............................................      61,882      67,110      58,192      53,870      22,857
BALANCE SHEET DATA
  Total assets.............................................  $7,598,196  $6,819,484  $5,951,876  $5,143,012  $4,043,914
  Total liabilities........................................   6,712,728   5,939,378   5,171,203   4,431,914   3,569,717
  Total shareholder's equity...............................     885,468     880,106     780,673     711,098     474,197

 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
 
1998 COMPARED TO 1997
 
REVENUES
 
The Company's major products are group disability and dental, group medical,
group life, and annuity and individual life insurance coverages sold through a
network of independent agents and brokers. 1998 total group disability and
dental, group medical, group life, and annuity and individual life premiums
represented 38%, 36%, 19% and 7% respectively of total premium in 1998 and 34%,
38%, 21% and 7% respectively in 1997. Strong group sales over the last three
quarters of 1997 and throughout 1998, in both the long term disability and
dental products is the primary reason for the increase in group disability and
dental premium. Additionally, short term disability products had a larger than
usual upswing in sales during the second and third quarters of 1998. The
decrease in group medical premium is the result of a decision in 1996 to
discontinue new sales of certain medical products coupled with higher than
normal lapses of current medical business.
 
The Company continues to match investment portfolio composition to liquidity
needs and capital requirements. Changes in interest rates during 1998 and 1997
resulted in recognition of realized gains and losses.
 
BENEFITS
 
The total year-to-date policyholder benefit to premium ratio remained relatively
flat increasing to 83% in 1998 from 82% in 1997. The group disability and
dental, group medical, group life, and annuity and individual life benefit to
premium ratios for the year ended December 31, were 83%, 85%, 73% and 108%
respectively in 1998 and 82%, 77%, 76% and 124% respectively in 1997. The group
medical business experienced a higher premium to benefit ratio due to higher
incurred benefits than anticipated. Group life experienced favorable year-to-
date experience in 1998 compared to 1997. The annuity and individual life
business also experienced lower mortality experience in 1998
 
                                       20

compared to 1997, in addition to higher interest crediting on the Company's
steadily increasing policy base of interest sensitive and investment products.
 
EXPENSES
 
The Company's general and administrative expense to premium ratio has increased
slightly to 23% in 1998, up from 22% in 1997. Commission rates remained level
from 1997 to 1998.
 
YEAR 2000
 
INTRODUCTION. The Company relies heavily on information technology ("IT")
systems to conduct its business. These IT systems include both internally
developed and vendor-supplied systems. The Company also has business
relationships with numerous entities including but not limited to financial
institutions, financial intermediaries, third party administrators and other
critical vendors as well as regulators and customers. These entities are
themselves reliant on their IT systems to conduct their businesses. Therefore,
there is a supply chain of dependency among and between all involved entities.
 
STATE OF READINESS. In 1997, the Fortis parent company organized a
multi-disciplinary Year 2000 Project Team ("Team"). The Company is a part of the
Team. The Team consists of employees at each subsidiary, audit, legal and
outside consultants. The Team has developed and is currently executing a
comprehensive plan designed to make the Company's IT systems Year 2000 ready.
The plan covers four stages including (i) inventory, (ii) assessment, (iii)
programming, and (iv) testing and certification. The Company has completed the
inventory stage for its internal hardware, software and telecommunications
systems (mainframe and client/server applications). The assessment process is
also complete and the Company is utilizing both internal and external resources
to reprogram or replace the systems where necessary, and testing the
applications for Year 2000 readiness. Programming, testing and certification of
these systems and applications are targeted for completion by the end of 1999.
 
COSTS. The cost of the Company portion of the Year 2000 project is estimated at
$27.7 million (pre-tax) and is being funded through operating cash flows. Total
Year 2000 project costs are based on management's best estimates, which were
derived utilizing numerous assumptions of future events, including the continued
availability of certain resources, third party modification plans and other
factors. Costs to upgrade and replace systems in the normal course of business
are not included in this estimate. As of December 31, 1998, approximately $15.5
million (pre-tax) had already been expensed. The Company believes that its Year
2000 project generally is on schedule.
 
RISKS. The Company is attempting to limit the potential impact of the Year 2000
by monitoring the progress of its own Year 2000 project and those of its
critical external relationships and by developing contingency/recovery plans.
The Company cannot guarantee that it will be able to identify and/or resolve all
of its Year 2000 issues. Any critical unresolved Year 2000 issues at the Company
or its external relationships, however, could have a material adverse effect on
the Company's results of operations, liquidity or financial condition. If the
Company's Year 2000 issues were unresolved, potential consequence would include,
among other possibilities, the inability to accurately and timely process
benefit claims, update customer's accounts, process financial transactions, bill
customers, assess exposure to risks, determine liquidity requirements or report
accurate data to management, shareholders, customers, regulators and others as
well as business interruptions or shutdowns, financial losses, harm to its
reputation, increased scrutiny by regulators and litigation related to Year 2000
issues.
 
CONTINGENCY PLANS. Consistent with prudent due diligence efforts, the Company
has defined contingency plans aimed at ensuring the continuity of critical
business functions before and after December 31, 1999, should there be an
unexpected system failure. The Company has developed plans that are designed to
reduce the negative impact on Fortis, and provide methods of returning to normal
operations, if failure occurs.
 
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
 
                                       21

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 22% from 19% 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 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.
 
LIQUIDITY AND CAPITAL RESOURCES
 
The market value of cash, short-term investments and publicly traded bonds and
stocks is at least equal to all policyholder reserves and liabilities. The
Company's portfolio is readily marketable and convertible to cash to a degree
sufficient to provide for short-term needs. The Company consistently monitors
its liability durations and invests assets accordingly. The Company has no
material commitments or off-balance sheet financing arrangements which would
reduce sources of funds in the upcoming year.
 
The National Association of Insurance Commissioners has implemented risk-based
capital standards to determine the capital requirements of a life insurance
company based upon the risks inherent in its operations. These standards require
the computation of a risk-based capital amount which is then compared to a
company s actual total adjusted capital. Based upon current calculation using
these risk-based capital standards, the Company's percentage of total adjusted
capital is in excess of ratios which would require regulatory attention.
 
The Company's fixed maturity investments consisted of 96% investment grade bonds
as of December 31, 1998 and the Company does not expect this percentage to
change significantly in the future.
 
MARKET RISK
 
Interest rate risk is the Company's primary market risk exposure. Substantial
and sustained increases and decreases in market interest rates can affect the
profitability of insurance products and market value of investments. The yield
realized on new investments generally increases or decreases in direct
relationship with interest rate changes. The market value of the Company's fixed
maturity and mortgage loan portfolios generally increases when interest rates
decrease, and decreases when interest rates increase.
 
Interest rate risk is monitored and controlled through asset/liability
management. As part of the risk management process, different economic scenarios
are modeled, including cash flow testing required for insurance regulatory
purposes, to determine that existing assets are adequate to meet projected
liability cash flows. A major component of the Company's asset/liability
management program is structuring the investment portfolio with cash flow
characteristics consistent with the cash flow characteristics of the Company's
insurance liabilities.
 
The Company uses computer models to perform simulations of the cash flow
generated from existing insurance policies under various interest rate
scenarios. Information from these models is used in the determination of
interest crediting strategies and investment strategies. The asset/liability
management discipline includes strategies to minimize exposure to loss as market
interest rates change. On the basis of these analyses, management believes there
is no material solvency risk to the Company with respect to interest rate
movements up or down of 100 basis points from year end levels.
 
Equity market risk exposure is not significant. Equity investments in the
general account are not material enough to threaten solvency and contractowners
bear the investment risk related to the variable products. Therefore, the risks
associated with the investments supporting the variable separate accounts are
assumed by contractowners, not by the Company. The Company provides certain
minimum death benefits that depend on the performance of the variable separate
accounts. Currently the majority of these death benefit risks are reinsured
which then protects the Company from adverse mortality experience and prolonged
capital market decline.
 
VOTING PRIVILEGES
 
In accordance with our view of current applicable law, we will vote shares of
each of the portfolios attributable to a contract at regular and special
meetings of the shareholders of the portfolios. We will vote those shares in
proportion to instructions we receive from the persons having the voting
interest in the contract as of the record date for the corresponding portfolio
shareholders meeting. Owners have the voting interest during the Accumulation
Period, persons receiving annuity payments have the voting interest during the
Annuity Period, and beneficiaries have the voting interest after the death of
the Annuitant or owner. However, if the Investment Company Act of 1940 or any
rules thereunder should be amended or if the present interpretation thereof
should change, and as a result we determine that we are permitted to vote shares
of the portfolios in our own right, we may elect to do so.
 
We determine the number of shares of a portfolio attributable to a contract as
follows:
 
    - During the Accumulation Period, we divide the amount of contract value in
      a subaccount by the net asset value of one share of the portfolio
      corresponding to that subaccount. We make this calculation as of the
      record date for the applicable portfolio.
 
    - During the Annuity Period, or after the death of the Annuitant or owner,
      we make a similar calculation. However, for subaccount value we use the
      liability for future variable annuity payments allocable to that
      subaccount as of the record date for the applicable portfolio. We
      calculate the liability for future variable annuity payments on the basis
      of the following on the record date:
 
      - mortality assumptions,
 
                                       22

      - the assumed interest rate used in determining the number of Annuity
        Units under the contract, and
 
      - the applicable Annuity Unit value
 
During the Annuity Period, the number of votes attributable to a contract will
generally decrease since funds set aside to make the annuity payments will
decrease.
 
We will vote shares for which we have not received timely instructions, and any
shares attributable to excess amounts we have accumulated in the related
subaccount, in proportion to the voting instructions which we receive for all
contracts and other variable annuity contracts participating in a portfolio. To
the extent that we or any affiliated company holds any shares of a portfolio,
those shares will be voted in the same proportion as instructions for that
portfolio from all our policy holders holding voting interests in that
portfolio. Shares held by separate accounts other than the Variable Account will
in general be voted in accordance with instructions of owners in such other
separate accounts. This diminishes the relative voting influence of the
contracts.
 
Each person having a voting interest in a subaccount of the Variable Account
will receive proxy material, reports and other materials relating to the
appropriate portfolio. Under the procedures described above, these persons may
give instructions regarding:
 
    - the election of the Board of Directors of the portfolios,
 
    - ratification of the selection of a portfolio's independent auditors,
 
    - the approval of the investment managers of a portfolio,
 
    - changes in fundamental investment policies of a portfolio, and
 
    - all other matters that are put to a vote of portfolio shareholders
 
LEGAL MATTERS
 
David A. Peterson, Esquire, Vice President and Assistant General Counsel with
our legal department has passed on the legality of the contracts described in
this prospectus. Messrs. Freedman, Levy, Kroll & Simonds, Washington, D.C., have
advised Fortis Benefits on certain federal securities law matters.
 
YEAR 2000 ISSUES
 
At Fortis Benefits, we use computer systems to process policy transactions and
valuations. We need to adjust these computer systems so that we may continue to
administer policies after the Year 2000. Fortis Benefits is devoting all
resources necessary to make these systems modifications, and we expect that the
necessary changes will be completed on time, with no disruption to our policy
servicing operations. However, as with most system conversion projects, risks
and uncertainties exist. In part, this is due to our necessary reliance on third
party vendors. Nonperformance by any of these entities, or other unforeseen
circumstances, could have a material adverse impact on our ability to service
policies. As such, we are closely monitoring these entities to avoid any
unforeseen circumstances. See the Note entitled "Year 2000" in the Fortis
Benefits Financial Statements.
 
OTHER INFORMATION
 
We have filed Registration Statements with the Securities and Exchange
Commission under the Securities Act of 1933 as amended, with respect to the
contracts discussed in this prospectus. We have not included in the prospectus
all of the information set forth in the Registration Statement, amendments, and
exhibits thereto. We intend statements contained in this prospectus about the
content of the contracts and other legal instruments to be summaries. For a
complete statement of the terms of these documents, you should refer to the
instruments filed with the Securities and Exchange Commission.
 
A Statement of Additional Information is available upon request. Its contents
are as follows:
 
CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
 

                                                                     
Fortis Benefits and the Variable Account..............................
Calculation of Annuity Payments.......................................
Postponement of Payments..............................................
Services..............................................................
- -Safekeeping of Variable Account Assets...............................
- -Experts..............................................................
- -Principal Underwriter................................................
Taxation Under Certain Retirement Plans...............................
Withholding...........................................................
Other Information.....................................................
Variable Account Financial Statements.................................
APPENDIX A--Perfomance Information....................................

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

REPORT OF INDEPENDENT AUDITORS
 
The Board of Directors
Fortis Benefits Insurance Company
 
We have audited the accompanying balance sheets of Fortis Benefits Insurance
Company, an indirect, wholly-owned subsidiary of Fortis (B) and Fortis (NL)
N.V., as of December 31, 1998 and 1997, and the related statements of income,
changes in shareholder's equity and cash flows for each of the three years in
the period ended December 31, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Fortis Benefits Insurance
Company at December 31, 1998 and 1997, and the results of its operations and its
cash flows for each of three years in the period ended December 31, 1998, in
conformity with generally accepted accounting principles.
 
                                                    /s/ Ernst & Young, LLP
February 19, 1999
Minneapolis, MN
 
                                      F-1

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


                                                                     DECEMBER 31
                                                              -------------------------
                                                                 1998          1997
                                                              -----------   -----------
                                                                      
ASSETS
Investments:
  Fixed maturities, at fair value (amortized cost
   1998--$2,315,904; 1997--$2,325,589)......................  $ 2,402,343   $ 2,415,915
  Equity securities, at fair value (cost 1998--$141,947;
   1997--$88,719)...........................................      157,851       109,832
  Mortgage loans on real estate, less allowance for possible
   losses (1998 and 1997--$11,085)..........................      610,131       602,064
  Policy loans..............................................       74,950        68,566
  Short-term investments....................................       31,868        70,537
  Real estate and other investments.........................       56,297        55,035
                                                              -----------   -----------
                                                                3,333,440     3,321,949
 
Cash and cash equivalents...................................          668         9,901
 
Receivables:
  Uncollected premiums......................................       61,883        74,220
  Reinsurance recoverable on unpaid and paid losses.........       14,853        13,852
  Other.....................................................       17,641        19,762
                                                              -----------   -----------
                                                                   94,377       107,834
Accrued investment income...................................       42,831        47,376
Deferred policy acquisition costs...........................      331,938       291,742
Property and equipment at cost, less accumulated
 depreciation...............................................       30,712        42,773
Deferred federal income taxes...............................       17,904        15,037
Other assets................................................        3,923         4,250
Assets held in separate accounts............................    3,742,403     2,978,622
                                                              -----------   -----------
TOTAL ASSETS................................................  $ 7,598,196   $ 6,819,484
                                                              -----------   -----------
                                                              -----------   -----------

 
                            See accompanying notes.
 
                                      F-2

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


                                                                     DECEMBER 31
                                                              -------------------------
                                                                 1998          1997
                                                              -----------   -----------
                                                                      
POLICY RESERVES, LIABILITIES AND SHAREHOLDER'S EQUITY
POLICY RESERVES AND LIABILITIES:
  Future policy benefit reserves:
    Traditional life insurance..............................  $   450,776   $   449,017
    Interest sensitive and investment products..............    1,238,125     1,264,227
    Accident and health.....................................      861,334       792,249
                                                              -----------   -----------
                                                                2,550,235     2,505,493
  Unearned revenues.........................................       13,393        10,653
  Other policy claims and benefits payable..................      255,350       260,596
  Policyholder dividends payable............................        8,189         8,197
                                                              -----------   -----------
                                                                2,827,167     2,784,939
 
  Debt......................................................       20,141        26,433
  Accrued expenses..........................................       57,860        49,909
  Current income taxes payable..............................        4,168        10,549
  Other liabilities.........................................       86,226       113,222
  Due to affiliates.........................................        9,479         6,925
  Liabilities related to separate accounts..................    3,707,687     2,947,401
                                                              -----------   -----------
TOTAL POLICY RESERVES AND LIABILITIES.......................    6,712,728     5,939,378
 
COMMITMENTS AND CONTINGENCIES
SHAREHOLDER'S EQUITY:
  Common Stock, $5 par value:
    Authorized, issued and outstanding shares--1,000,000....        5,000         5,000
  Additional paid-in capital................................      468,000       468,000
  Retained earnings.........................................      344,605       332,723
  Accumulated other comprehensive income....................       67,863        74,383
                                                              -----------   -----------
TOTAL SHAREHOLDER'S EQUITY..................................      885,468       880,106
                                                              -----------   -----------
TOTAL POLICY RESERVES, LIABILITIES AND SHAREHOLDER'S
 EQUITY.....................................................  $ 7,598,196   $ 6,819,484
                                                              -----------   -----------
                                                              -----------   -----------

 
                            See accompanying notes.
 
                                      F-3

FORTIS BENEFITS INSURANCE COMPANY
STATEMENTS OF INCOME
(IN THOUSANDS)
 


                                                                                     YEAR ENDED DECEMBER 31
                                                                                 -------------------------------
                                                                                   1998       1997       1996
                                                                                 ---------  ---------  ---------
                                                                                              
REVENUES
  Insurance operations:
    Traditional life insurance premiums........................................  $ 260,567  $ 269,540  $ 258,496
    Interest sensitive and investment product policy charges...................     85,551     77,429     63,336
    Accident and health insurance premiums.....................................    953,652    891,037    974,046
                                                                                 ---------  ---------  ---------
                                                                                 1,299,770  1,238,006  1,295,878
  Net investment income........................................................    234,043    228,724    206,023
  Net realized gains on investments............................................     52,404     41,101     25,731
  Other income.................................................................     44,671     36,458     31,725
                                                                                 ---------  ---------  ---------
    TOTAL REVENUES.............................................................  1,630,888  1,544,289  1,559,357
 
BENEFITS AND EXPENSES
  Benefits to policyholders:
    Traditional life insurance.................................................    189,337    204,497    220,227
    Interest sensitive investment products.....................................     96,178    103,077     90,358
    Accident and health claims.................................................    798,036    707,113    778,439
                                                                                 ---------  ---------  ---------
                                                                                 1,083,551  1,014,687  1,089,024
 
Policyholder dividends.........................................................      3,486      2,935      4,169
Amortization of deferred policy acquisition costs..............................     33,365     43,931     39,325
Insurance commissions..........................................................    118,710    107,378     94,723
General and administrative expenses............................................    299,492    273,128    242,825
                                                                                 ---------  ---------  ---------
    TOTAL BENEFITS AND EXPENSES................................................  1,538,604  1,442,059  1,470,066
                                                                                 ---------  ---------  ---------
Income before federal income taxes.............................................     92,284    102,230     89,291
Federal income taxes...........................................................     30,402     35,120     31,099
                                                                                 ---------  ---------  ---------
NET INCOME.....................................................................  $  61,882  $  67,110  $  58,192
                                                                                 ---------  ---------  ---------
                                                                                 ---------  ---------  ---------

 
                            See accompanying notes.
 
                                      F-4

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


                                                                                                                 ACCUMULATED
                                                                                 ADDITIONAL                         OTHER
                                                                    COMMON        PAID-IN        RETAINED       COMPREHENSIVE
                                                     TOTAL          STOCK         CAPITAL        EARNINGS       (LOSS) INCOME
                                                  ------------   ------------   ------------   -------------   ---------------
                                                                                                
Balance, January 1, 1996........................     $ 711,098      $  5,000       $408,000        $207,421       $ 90,677
  Comprehensive income (loss):
    Net income..................................        58,192            --             --          58,192             --
    Change in unrealized gains (losses) on
     investments, net...........................       (48,617)           --             --              --        (48,617)
                                                  ------------
  Total Comprehensive income (loss).............         9,575
  Additional paid-in capital....................        60,000            --         60,000              --             --
                                                  ------------        ------    ------------   -------------       -------
Balance, December 31, 1996......................       780,673         5,000        468,000         265,613         42,060
  Comprehensive income:
    Net income..................................        67,110            --             --          67,110             --
    Change in unrealized gains (losses) on
     investments, net...........................        32,323            --             --              --         32,323
                                                  ------------        ------    ------------   -------------       -------
  Total Comprehensive income....................        99,433
                                                  ------------
Balance, December 31, 1997......................       880,106         5,000        468,000         332,723         74,383
  Comprehensive income (loss):
    Net income..................................        61,882            --             --          61,882             --
    Change in unrealized gains (losses) on
     investments, net...........................        (6,520)           --             --              --         (6,520)
                                                  ------------
  Total Comprehensive income (loss).............        55,362
  Dividend......................................       (50,000)           --             --         (50,000)            --
                                                  ------------        ------    ------------   -------------       -------
Balance, December 31, 1998......................     $ 885,468      $  5,000       $468,000        $344,605       $ 67,863
                                                  ------------        ------    ------------   -------------       -------
                                                  ------------        ------    ------------   -------------       -------

 
                            See accompanying notes.
 
                                      F-5

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


                                                                                         YEAR ENDED DECEMBER 31
                                                                                  -------------------------------------
                                                                                     1998         1997         1996
                                                                                  -----------  -----------  -----------
                                                                                                   
OPERATING ACTIVITIES
  Net income....................................................................  $    61,882  $    67,110  $    58,192
  Adjustments to reconcile net income to net cash provided by operating
   activities:
    Increase (decrease) in future policy benefit reserves for traditional,
     interest sensitive and acc and health policies.............................      106,135       (2,496)      26,193
    (Decrease) increase in other policy claims and benefits and policyholder
     dividends payable..........................................................       (2,514)      68,070       18,638
    Provision for deferred federal income taxes.................................          417       (6,449)      (1,094)
    (Decrease) increase in income taxes payable.................................       (6,381)      (6,875)      12,049
    Amortization of deferred policy acquisition costs...........................       33,365       43,931       39,325
    Policy acquisition costs deferred...........................................      (73,147)     (69,694)     (66,515)
    Provision for mortgage loan losses..........................................           --        1,388        1,344
    Provision for depreciation..................................................       12,409       14,351       17,312
    Write-off of investment.....................................................           --        3,000           --
    Amortization of investment (discounts) premiums, net........................       (3,200)        (466)       1,821
    Change in receivables, accrued investment income, unearned premiums, accrued
     expenses and other liabilities.............................................       (4,455)      (2,720)      38,614
    Net realized gains on investments...........................................      (52,404)     (41,101)     (25,731)
    Other.......................................................................          169      (12,496)        (261)
                                                                                  -----------  -----------  -----------
        NET CASH PROVIDED BY OPERATING ACTIVITIES...............................       72,276       55,553      119,887
 
INVESTING ACTIVITIES
  Purchases of fixed maturity investments.......................................   (2,380,511)  (3,611,770)  (2,778,352)
  Sales and repayments of fixed maturity investments............................    2,428,207    3,378,898    2,652,887
  Decrease (increase) in short-term investments.................................       38,669      112,280      (29,318)
  Purchases of other investments................................................     (408,998)    (209,771)    (210,182)
  Sales of other investments....................................................      352,873      205,084      163,569
  Purchases of property and equipment...........................................         (356)      (4,242)     (10,992)
  Other.........................................................................           --         (617)          --
                                                                                  -----------  -----------  -----------
        NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES.....................       29,884     (130,138)    (212,388)
 
FINANCING ACTIVITIES
  Activities related to investment products:
    Considerations received.....................................................      215,693      200,760      128,446
    Surrenders and death benefits...............................................     (326,457)    (190,361)    (125,274)
    Interest credited to policyholders..........................................       49,371       53,613       49,802
  Dividend......................................................................      (50,000)          --           --
  Additional paid-in capital from shareholder...................................           --           --       60,000
                                                                                  -----------  -----------  -----------
        NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES.....................     (111,393)      64,012      112,974
                                                                                  -----------  -----------  -----------
(Decrease) increase in cash and cash equivalents................................      ( 9,233)     (10,573)      20,473
        CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR..........................        9,901       20,474            1
                                                                                  -----------  -----------  -----------
        CASH AND CASH EQUIVALENTS AT END OF YEAR................................  $       668  $     9,901  $    20,474
                                                                                  -----------  -----------  -----------
                                                                                  -----------  -----------  -----------
NON CASH ACTIVITY
  Investment acquired through issuance of debt..................................  $    11,948  $    18,100           --
                                                                                  -----------  -----------  -----------

 
                            See accompanying notes.
 
                                      F-6

NOTES TO FINANCIAL STATEMENTS
FORTIS BENEFITS INSURANCE COMPANY
 
DECEMBER 31, 1998
 
1.  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
NATURE OF OPERATIONS
 
Fortis Benefits Insurance Company (the Company) is an indirect, wholly-owned
subsidiary of Fortis (B) and Fortis (NL) N.V. The Company is incorporated in
Minnesota and distributes its products in all states except New York. To date,
the majority of the Company's revenues have been derived from group employee
benefits products and the remainder from individual life and annuity products.
 
BASIS OF STATEMENT PRESENTATION
 
During 1998, the Company adopted Statement of Financial Accounting Standards
Board (SFAS) 130, REPORTING COMPREHENSIVE INCOME. SFAS 130 establishes new rules
for the reporting and display of comprehensive income and its components;
however, the adoption of this SFAS had no impact on the Company's net income or
shareholder's equity. SFAS 130 requires unrealized gains or losses on the
Company's available-for-sale securities, which prior to adoption were reported
separately in shareholder's equity, to be included in other comprehensive
income. Prior year financial statements have been reclassified to conform to the
requirements of SFAS 130.
 
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
 
The Company follows generally accepted accounting principles which differ in
certain respects from statutory accounting practices prescribed or permitted by
regulatory authorities. The more significant of these principles are:
 
REVENUE RECOGNITION AND FUTURE POLICY BENEFIT RESERVES
 
Premiums for traditional life insurance are recognized as revenues when due over
the premium-paying period. Reserves for future policy benefits are computed
using the net level method and include investment yield, mortality, withdrawal,
and other assumptions based on the Company's experience, modified as necessary
to reflect anticipated trends and to include provisions for possible unfavorable
deviations.
 
Revenues for interest sensitive and investment products consist of charges
assessed against policy account balances during the period for the cost of
insurance, policy administration, and surrender charges. Future policy benefit
reserves are computed under the retrospective deposit method and consist of
policy account balances before applicable surrender charges. Policy benefits
charged to expense during the period include amounts paid in excess of policy
account balances and interest credited to policy account balances. Interest
crediting rates for universal life and investment products ranged from 2.5% to
8.75% in 1998, 1997 and 1996.
 
Premiums for accident and health insurance products, including medical, long and
short-term disability and dental insurance products, are recognized as revenues
ratably over the contract period in proportion to the risk insured. Reserves for
future disability benefits are based on the 1964 Commissioners Disability Table
at 6% interest. Calculated reserves are modified based on the Company's actual
experience.
 
CLAIMS AND BENEFITS PAYABLE
 
Other policy claims and benefits payable for reported and incurred but not
reported claims and related claims adjustment expenses are determined using
case-basis estimates and past experience. The methods of making such estimates
and establishing the related liabilities are continually reviewed and updated.
Any adjustments resulting therefrom are reflected in income currently.
 
DEFERRED POLICY ACQUISITION COSTS
 
The costs of acquiring new business, which vary with and are directly related to
the production of new business, are deferred to the extent recoverable and
amortized. For traditional life insurance and long-term care products (included
as accident and health products), such costs are amortized over the premium
paying period. For interest sensitive and investment products, such costs are
amortized in relation to expected future gross profits. For accident and health
(excluding long-term care) and group life insurance products, these costs
represent the present value at the acquisition of these lines in the October 1,
1991 purchase (see Note 2) of future profits which are amortized against the
expected premium revenues of the lines acquired. Estimation of future gross
profits requires significant management judgment and are reviewed periodically.
As excess amounts of deferred costs over future premiums or gross profits are
identified, such excess amounts are expensed.
 
INVESTMENTS
 
The Company's investment strategy is developed based on many factors including
insurance liability matching, rate of return, maturity, credit risk, tax
considerations and regulatory requirements.
 
All fixed maturity investments and all marketable equity securities are
classified as available-for-sale and carried at fair value.
 
Changes in fair values of available for sale securities, after related deferred
income taxes and after adjustment for the changes in pattern of amortization of
deferred policy acquisition costs and participating policyholder dividends are
reported directly in shareholder's equity as accumulated other comprehensive
income and, accordingly, have no effect on net income. The unrealized
appreciation or depreciation is net of deferred policy acquisition cost
amortization and taxes that would have been required as a charge or credit to
income had such unrealized amounts been realized.
 
                                      F-7

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
1.  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    (CONTINUED)
Mortgage loans constitute first liens on commercial real estate and other income
producing properties. The insurance statutes in Minnesota generally require that
the initial principal loaned not exceed 80% of the appraised value of the
property securing the loan. The Company's policy fully complies with this
statute. Mortgage loans on real estate are reported at unpaid balance, adjusted
for amortization of premium or discount, less allowance for possible losses. The
change in the allowance for possible losses is recorded with realized gains and
losses on investments.
 
Policy loans are reported at their unpaid balance. Short term investments are at
cost which approximates fair value.
 
Real estate and other investments consists principally of property acquired in
satisfaction of debt and limited partnerships, respectively. Real estate is
recorded at cost less allowances for depreciation. The Company provides for
depreciation on a straight-line basis over the estimated useful lives. Other
investments are accounted for using the equity basis of accounting.
 
Realized gains and losses on sales of investments, and declines in value judged
to be other-than-temporary, are recognized on the specific identification basis.
Investment income is recorded as earned.
 
PROPERTY AND EQUIPMENT
 
Property and equipment are recorded at cost less accumulated depreciation. The
Company provides for depreciation principally on the straight-line method over
the estimated useful lives of the related property.
 
INCOME TAXES
 
Income taxes have been provided using the liability method. Deferred tax assets
and liabilities are determined based on the temporary differences between the
financial reporting and the tax bases and are measured using the enacted tax
rates.
 
SEPARATE ACCOUNTS
 
Revenues and expenses related to the separate account assets and liabilities are
excluded from the amounts reported in the accompanying statements of operations.
 
Assets and liabilities associated with the separate accounts relate to deposits
and annuity considerations for variable life and annuity products for which the
contract holder, rather than the Company, bears the investment risk. Separate
account assets are reported at fair value and represent funds held for the
exclusive benefit of the variable annuity and variable life insurance contract
owners.
 
The Company receives mortality and expense risk fees from the separate accounts.
The Company also deducts monthly cost of insurance charges, and receives minimum
death benefit guarantee fees and issue and administrative fees from the variable
life insurance separate accounts.
 
The Company makes contractual mortality assurances to the variable annuity
contract owners that the net assets of the separate accounts will not be
affected by future variations in the actual life expectancy experience of the
annuitants and beneficiaries from the mortality assumptions implicit in the
annuity contracts. The Company makes periodic fund transfers to, or withdrawals
from, the separate account assets for such actuarial adjustments for variable
annuities that are in the benefit payment period. The Company also guarantees
that the rates at which administrative fees are deducted from contract funds
will not exceed contractual maximums.
 
For variable life insurance, the Company guarantees that the rates at which
insurance charges and administrative fees are deducted from contract funds will
not exceed contractual maximums. The Company also guarantees that the death
benefit will continue payable at the initial level regardless of investment
performance so long as minimum premium payments are made.
 
GUARANTY FUND ASSESSMENTS
 
There are a number of insurance companies that are currently under regulatory
supervision. This may result in future assessments by state guaranty fund
associations to cover losses to policyholders of insolvent or rehabilitated
companies. These assessments can be partially recovered through a reduction in
future premium taxes in some states. The Company believes it has adequately
provided for the impact of future assessments relating to current insolvencies.
 
STATEMENTS OF CASH FLOWS
 
The Company considers investments with a maturity at the date of their
acquisition of three months or less to be cash equivalents. These securities are
carried principally at amortized cost which approximates fair value.
 
RECLASSIFICATIONS
 
Certain amounts in the 1997 and 1996 financial statements have been reclassified
to conform to the 1998 presentation.
 
2.  ACQUIRED BUSINESS
 
    In 1991, the Company purchased certain assets and assumed certain
liabilities from The Mutual Benefit Life Insurance Company in Rehabilitation
(MBL). The seller transferred to the Company, the assets and liabilities
relating to the group life, accident and health, disability and dental insurance
business of MBL. The acquisition was accounted for as a purchase. The original
purchase price of the acquisition was $318,000,000. Subsequent additional
payments of $20,850,000 were made in 1994. These additional payments, as well as
$126,515,000 of the original purchase price represent the estimated present
value of future profits on the lines of business acquired at the date of
acquisition and have been accounted for as deferred policy acquisition costs
(see Note 4).
 
                                      F-8

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     FAIR
                                                    COST         GAIN        LOSS         VALUE
                                                 -----------   ---------   ---------   -----------
                                                                           
December 31, 1998
Fixed maturities:
  Governments..................................  $   321,047   $  5,994    $    436    $   326,605
  Public utilities.............................      190,792      7,769       1,704        196,857
  Industrial and miscellaneous.................    1,723,183     79,137       6,451      1,795,869
  Other........................................       80,882      2,181          51         83,012
                                                 -----------   ---------   ---------   -----------
  Total fixed maturities.......................    2,315,904     95,081       8,642      2,402,343
  Equity securities............................      141,947     18,238       2,334        157,851
                                                 -----------   ---------   ---------   -----------
    Total......................................  $ 2,457,851   $113,319    $ 10,976    $ 2,560,194
                                                 -----------   ---------   ---------   -----------
                                                 -----------   ---------   ---------   -----------
December 31, 1997
Fixed maturities:
  Governments..................................  $   228,856   $  8,698    $     30    $   237,524
  Public utilities.............................      121,128      4,217          13        125,332
  Industrial and miscellaneous.................    1,932,894     77,442       1,625      2,008,711
  Other........................................       42,711      1,637          --         44,348
                                                 -----------   ---------   ---------   -----------
  Total fixed maturities.......................    2,325,589     91,994       1,668      2,415,915
  Equity securities............................       88,719     24,769       3,656        109,832
                                                 -----------   ---------   ---------   -----------
    Total......................................  $ 2,414,308   $116,763    $  5,324    $ 2,525,747
                                                 -----------   ---------   ---------   -----------
                                                 -----------   ---------   ---------   -----------

 
The amortized cost and fair value of available-for-sale investments in fixed
maturities at December 31, 1998, by contractual maturity, are shown below (in
thousands).
 


                                                                         AMORTIZED       FAIR
                                                                           COST          VALUE
                                                                        -----------   -----------
                                                                                
Due in one year or less...............................................  $    89,349   $    89,935
Due after one year through five years.................................      759,046       775,131
Due after five years through ten years................................      614,280       640,042
Due after ten years...................................................      853,229       897,235
                                                                        -----------   -----------
Total.................................................................  $ 2,315,904   $ 2,402,343
                                                                        -----------   -----------
                                                                        -----------   -----------

 
Expected maturities will differ from contractual maturities because borrowers
may have the right to call or prepay obligations with or without call or
prepayment penalties.
 
MORTGAGE LOANS
 
The Company has issued commercial mortgage loans on properties located
throughout the United States. Approximately 36% and 37% of outstanding principal
is concentrated in the states of New York, California and Florida, at December
31, 1998 and 1997, respectively. Loan commitments outstanding totaled
$11,590,000 at December 31, 1998.
 
INVESTMENTS ON DEPOSIT
 
The Company had fixed maturities carried at $19,978,000 and $2,548,000 at
December 31, 1998 and 1997, respectively, on deposit with various governmental
authorities as required by law.
 
INVESTMENT IN MANAGED DENTAL INITIATIVE
 
In 1997, the Company acquired a 99% ownership in a managed dental initiative
called Dental Health Alliance, Inc. (DHA). Based on an analysis of future DHA
profitability, the entire investment of $8,132,000 was written-off at December
31, 1997.
 
                                      F-9

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
3.  INVESTMENTS (CONTINUED)
NET UNREALIZED GAINS (LOSSES)
 
The adjusted net unrealized gains (losses) on investments recorded in
accumulated other comprehensive income for the year ended December 31, are set
forth below (in thousands):
 


                                                                              TAX
                                                             BEFORE-TAX    (BENEFIT)   NET-OF-TAX
                                                               AMOUNT       EXPENSE      AMOUNT
                                                             -----------  -----------  -----------
                                                                              
December 31, 1998
Unrealized gains (losses) on investments:
  Unrealized gains (losses) on available-for-sale
   investments.............................................   $  32,614    $ (11,562)   $  21,052
  Decrease (increase) in amortization of deferred policy
   acquisition costses.....................................         414         (145)         269
  Reclassification adjustment for gains realized in net
   income..................................................     (42,832)      14,991      (27,841)
                                                             -----------  -----------  -----------
Other comprehensive income (loss)..........................   $  (9,804)   $   3,284    $  (6,520)
                                                             -----------  -----------  -----------
                                                             -----------  -----------  -----------
December 31, 1997
Unrealized gains (losses) on investments:
  Unrealized gains (losses) on available-for-sale
   investments.............................................   $  93,826    $ (33,796)   $  60,030
  Decrease (increase) in amortization of deferred policy
   acquisition costs.......................................      (2,096)         771       (1,325)
  Reclassification adjustment for gains realized in net
   income..................................................     (40,587)      14,205      (26,382)
                                                             -----------  -----------  -----------
Other comprehensive income.................................   $  51,143    $ (18,820)   $  32,323
                                                             -----------  -----------  -----------
                                                             -----------  -----------  -----------
December 31, 1996
Unrealized gains (losses) on investments:
  Unrealized gains (losses) on available-for-sale
   investments.............................................   $ (61,450)   $  24,823    $ (36,627)
  Decrease (increase) in amortization of deferred policy
   acquisition costs.......................................       3,376       (1,316)       2,060
  Reclassification adjustment for gains realized in net
   income..................................................     (21,615)       7,565      (14,050)
                                                             -----------  -----------  -----------
Other comprehensive loss...................................   $ (79,689)   $  31,072    $ (48,617)
                                                             -----------  -----------  -----------
                                                             -----------  -----------  -----------

 
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):
 


                                                                    1998       1997       1996
                                                                  ---------  ---------  ---------
                                                                               
NET INVESTMENT INCOME
Fixed maturities................................................  $ 160,163  $ 160,444  $ 141,973
Equity securities...............................................      8,656      9,306      6,682
Mortgage loans on real estate...................................     57,031     54,662     52,949
Policy loans....................................................      4,653      4,144      3,195
Short-term investments..........................................      1,701      2,851      5,175
Real estate and other investments...............................      8,194      4,635      5,358
                                                                  ---------  ---------  ---------
                                                                    240,398    236,042    215,332
Expenses........................................................     (6,355)    (7,318)    (9,309)
                                                                  ---------  ---------  ---------
                                                                  $ 234,043  $ 228,724  $ 206,023
                                                                  ---------  ---------  ---------
                                                                  ---------  ---------  ---------
NET REALIZED GAINS ON INVESTMENTS
Fixed maturities................................................  $  34,320  $  13,827  $   3,334
Equity securities...............................................      8,512     26,760     18,281
Mortgage loans on real estate...................................       (198)       301       (144)
Short-term investments..........................................          5         --         57
Real estate and other investments...............................      9,765        213      4,203
                                                                  ---------  ---------  ---------
                                                                  $  52,404  $  41,101  $  25,731
                                                                  ---------  ---------  ---------
                                                                  ---------  ---------  ---------

 
Proceeds from sales of investments in fixed maturities were $2,460,316,000,
$3,360,682,000 and $2,652,887,000 in 1998, 1997 and 1996, respectively. Gross
gains of $44,360,000, $30,860,000 and $28,606,000 and gross losses of
$10,040,000, $17,033,000 and $25,272,000 were realized on the sales in 1998,
1997 and 1996, respectively.
 
                                      F-10

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
4.  DEFERRED POLICY ACQUISITION COSTS
 
    The changes in deferred policy acquisition costs by product were as follows
(in thousands):
 


                                                              INTEREST
                                                            SENSITIVE AND    ACCIDENT
                                              TRADITIONAL    INVESTMENT         AND
                                                 LIFE         PRODUCTS        HEALTH       TOTAL
                                              -----------  ---------------  -----------  ---------
                                                                             
Balance January 1, 1997.....................   $  33,157      $ 221,036      $  13,882   $ 268,075
Acquisition costs deferred..................          --         69,694             --      69,694
Acquisition costs amortized.................     (10,988)       (24,251)        (8,692)    (43,931)
Increased amortization of deferred
 acquisition costs from unrealized gains on
 available-for-sale securities..............          --         (2,096)            --      (2,096)
                                              -----------  ---------------  -----------  ---------
Balance, December 31, 1997..................      22,169        264,383          5,190     291,742
Acquisition costs deferred..................          --         69,921          3,226      73,147
Acquisition costs amortized.................      (7,609)       (20,256)        (5,500)    (33,365)
Decreased amortization of deferred
 acquisition costs from unrealized gains on
 available-for-sale securities..............          --            414             --         414
                                              -----------  ---------------  -----------  ---------
Balance, December 31, 1998..................   $  14,560      $ 314,462      $   2,916   $ 331,938
                                              -----------  ---------------  -----------  ---------
                                              -----------  ---------------  -----------  ---------

 
Included within total deferred policy acquisition costs at December 31, 1997 is
$10,434,000 of present value of future profits (PVP) resulting from acquisitions
accounted for as a purchase. All remaining PVP was amortized in 1998.
 
During 1998, 1997 and 1996, the Company sold portions of its investment
portfolio and in accordance with FASB Statement 97, the recognition of the
realized net capital gains resulted in additional amortization of deferred
acquisition costs of $3,357,000, $732,000 and $1,894,000, respectively.
 
5.  PROPERTY AND EQUIPMENT
 
    A summary of property and equipment at December 31 for each year follows (in
thousands):
 


                                                                             1998       1997
                                                                           ---------  ---------
                                                                                
Land.....................................................................  $   1,900  $   1,900
Building and improvements................................................     24,319     24,148
Furniture and equipment..................................................     87,714     87,537
                                                                           ---------  ---------
                                                                             113,933    113,585
Less accumulated depreciation............................................    (83,221)   (70,812)
                                                                           ---------  ---------
Net property and equipment...............................................  $  30,712  $  42,773
                                                                           ---------  ---------
                                                                           ---------  ---------

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


                                                                     YEAR ENDED DECEMBER 31
                                                                 -------------------------------
                                                                   1998       1997       1996
                                                                 ---------  ---------  ---------
                                                                              
Balance as of January 1, net of reinsurance recoverables.......  $ 988,036  $ 947,711  $ 928,832
Add: Incurred losses related to:
  Current year.................................................    826,009    773,316    865,907
  Prior years..................................................    (27,973)   (59,634)   (64,094)
                                                                 ---------  ---------  ---------
    Total incurred losses......................................    798,036    713,682    801,813
Deduct: Paid losses related to:
  Current year.................................................    469,881    437,405    549,144
  Prior years..................................................    254,308    235,952    233,790
                                                                 ---------  ---------  ---------
    Total paid losses..........................................    724,189    673,357    782,934
                                                                 ---------  ---------  ---------
Balance as of December 31, net of reinsurance recoverables.....  $1,061,883 $ 988,036  $ 947,711
                                                                 ---------  ---------  ---------
                                                                 ---------  ---------  ---------

 
The table above compares to the amounts reported on the balance sheet in the
following respects: (1) the table above is presented net of ceded reinsurance
and the accident and health reserves reported on the balance sheet are gross of
ceded reinsurance; and (2) the table above includes accident and health benefits
payable which are included with other policy claims and benefits payable
reported on the balance sheet.
 
The liability for unpaid accident and health claims includes $915,368,000,
$854,940,000 and $805,510,000 of total disability income reserves as of December
31, 1998, 1997 and 1996, respectively, which were discounted for anticipated
interest earnings assuming a 6.0% interest rate.
 
                                      F-11

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
6.  ACCIDENT AND HEALTH RESERVES (CONTINUED)
In each of the years presented above, the accident and health insurance line of
business experienced overall favorable development on claims reserves
established as of the previous year end. The favorable development was a result
of lower medical costs due to less uncertainty in the health business and a
reduction of loss reserves due to lower than anticipated inflation in medical
costs.
 
7.  FEDERAL INCOME TAXES
 
    The Company reports its taxable income in a consolidated federal income tax
return along with other affiliated subsidiaries of Fortis, Inc. (Fortis). Income
tax expense or credits are allocated among the affiliated subsidiaries by
applying corporate income tax rates to taxable income or loss determined on a
separate return basis according to a Tax Allocation Agreement.
 
Deferred income taxes reflect the net tax effects of temporary differences
between the basis of assets and liabilities for financial statement purposes and
for income tax purposes.
 
The significant components of the Company's deferred tax liabilities and assets
as of December 31, 1998 and 1997 are as follows (in thousands):
 


                                                                             1998       1997
                                                                           ---------  ---------
                                                                                
Deferred tax assets:
  Separate account assets/liabilities....................................  $  87,300  $  56,620
  Reserves...............................................................     27,586     43,143
  Claims and benefits payable............................................      8,089     15,238
  Accrued liabilities....................................................     10,113      8,785
  Investments............................................................      3,861      4,795
  Other..................................................................      2,723      3,042
                                                                           ---------  ---------
    Total deferred tax assets............................................    139,672    131,623
 
Deferred tax liabilities:
  Deferred policy acquisition costs......................................     82,031     72,369
  Unrealized gains.......................................................     35,591     39,015
  Fixed assets...........................................................      3,150      3,914
  Investments............................................................        982      1,220
  Other..................................................................         14         68
                                                                           ---------  ---------
    Total deferred tax liabilities.......................................    121,768    116,586
                                                                           ---------  ---------
    Net deferred tax asset...............................................  $  17,904  $  15,037
                                                                           ---------  ---------
                                                                           ---------  ---------

 
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):
 


                                                                       1998       1997       1996
                                                                     ---------  ---------  ---------
                                                                                  
Current............................................................  $  30,232  $  41,569  $  32,193
Deferred...........................................................        170     (6,449)    (1,094)
                                                                     ---------  ---------  ---------
                                                                     $  30,402  $  35,120  $  31,099
                                                                     ---------  ---------  ---------
                                                                     ---------  ---------  ---------

 
Federal income tax payments and refunds resulted in net payments of $36,367,000,
$58,859,000 and $16,434,000 in 1998, 1997 and 1996, respectively.
 
The Company's effective income tax rate varied from the statutory federal income
tax rate as follows:
 


                                                                              1998         1997        1996
                                                                               ---          ---         ---
                                                                                            
Statutory income tax rate................................................        35.0%        35.0%       35.0%
Other, net...............................................................        (2.1)         (.6)        (.2)
                                                                                  ---          ---         ---
                                                                                 32.9%        34.4%       34.8%
                                                                                  ---          ---         ---
                                                                                  ---          ---         ---

 
                                      F-12

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
8.  ASSETS HELD IN SEPARATE ACCOUNTS
 
    Separate account assets at December 31 were as follows (in thousands):
 


                                                                           1998        1997
                                                                        ----------  ----------
                                                                              
Premium and annuity considerations for the variable annuity products
 and variable universal life products for which the contract holder,
 rather than the Company, bears the investment risk...................  $3,707,687  $2,947,401
Assets of the separate accounts owned by the Company, at fair value...      34,716      31,221
                                                                        ----------  ----------
                                                                        $3,742,403  $2,978,622
                                                                        ----------  ----------
                                                                        ----------  ----------

 
9.  REINSURANCE
 
    In the second quarter of 1996, First Fortis Life Insurance Company (First
Fortis), an affiliate, received approval from the New York State Insurance
Department for a reinsurance agreement with the Company. The agreement, which
became effective as of January 1, 1996, decreased First Fortis' long-term
disability reinsurance retention from a $10,000 net monthly benefit to a $2,000
net monthly benefit for claims incurred on and after January 1, 1996. The
Company has assumed $5,601,000, $5,742,000 and $6,144,000 of premium from First
Fortis in 1998, 1997 and 1996, respectively. The Company has assumed $9,315,000,
$5,452,000 and $3,599,000 of reserves in 1998, 1997 and 1996, respectively, from
First Fortis.
 
The maximum amount that the Company retains on any one life is $500,000 of life
insurance including accidental death. Amounts in excess of $500,000 are
reinsured with other life insurance companies on a yearly renewable term basis.
 
Ceded reinsurance premiums for the year ended December 31 were as follows (in
thousands):
 


                                                                       1998       1997       1996
                                                                     ---------  ---------  ---------
                                                                                  
Life insurance.....................................................  $   6,983  $   8,159  $   8,680
Accident and health insurance......................................     13,862     13,712      6,793
                                                                     ---------  ---------  ---------
                                                                     $  20,845  $  21,871  $  15,473
                                                                     ---------  ---------  ---------
                                                                     ---------  ---------  ---------

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


                                                                       1998       1997       1996
                                                                     ---------  ---------  ---------
                                                                                  
Life insurance.....................................................  $   4,549  $   2,973  $   7,225
Accident and health insurance......................................      9,465     14,781      5,993
                                                                     ---------  ---------  ---------
                                                                     $  14,014  $  17,754  $  13,218
                                                                     ---------  ---------  ---------
                                                                     ---------  ---------  ---------

 
Reinsurance ceded would become a liability of the Company in the event the
reinsurers are unable to meet the obligations assumed under the reinsurance
agreement. To minimize its exposure to significant losses from reinsurance
insolvencies, the Company evaluates the financial condition of its reinsurers
and monitors concentrations of credit risk arising from similar geographic
regions, activities or economic characteristics of the reinsurers.
 
10. DIVIDEND RESTRICTIONS
 
    Dividend distributions to parent are restricted as to amount by state
regulatory requirements. The Company had $47,341,000 free from such restrictions
as December 31, 1998. Distributions in excess of this amount would require
regulatory approval.
 
11. REGULATORY ACCOUNTING REQUIREMENTS
 
    Statutory-basis financial statements are prepared in accordance with
accounting practices prescribed or permitted by the Minnesota Department of
Commerce. Prescribed statutory accounting practices include a variety of
publications of the National Association of Insurance Commissioners ("NAIC"), as
well as state laws, regulations and general administrative rules. Permitted
statutory accounting practices encompass all accounting practices not so
prescribed; such practices may differ from state to state, may differ from
company to company within a state, and may change in the future. While the NAIC
has recently completed a project to codify statutory accounting practices, which
may result in changes to the accounting practices that insurance enterprises use
to prepare their statutory-basis financial statements, adoption by Minnesota is
not anticipated before 2001.
 
Insurance enterprises are required by State Insurance Departments to adhere to
minimum risk-based capital ("RBC") requirements developed by
the NAIC. The Company exceeds the minimum RBC requirements.
 
                                      F-13

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 (LOSS)         SHAREHOLDER'S EQUITY
                                             -------------------------------  --------------------
                                               1998       1997       1996       1998       1997
                                             ---------  ---------  ---------  ---------  ---------
                                                                          
Based on statutory accounting practices....  $  14,841  $  62,593  $  55,046  $ 478,405  $ 528,671
Deferred policy acquisition costs..........     39,782     25,763     27,190    331,938    291,742
Investment valuation differences...........        745       (497)    (2,219)   100,165     80,245
Deferred and uncollected premiums..........   (103,982)  (107,194)    (4,096)    (7,246)    (7,453)
Policy reserves............................     97,452     89,895    (19,873)  (156,889)  (150,649)
Commissions................................         --     (3,171)    (1,639)        --         --
Current income taxes payable...............        925      6,450      2,386    (10,920)     3,712
Deferred income taxes......................       (417)     6,449     (1,094)    17,904       (520)
Realized gains on investments..............        356        251      2,599         --         --
Realized gains transferred to the Interest
 Maintenance Reserve (IMR), net of tax.....     22,748      9,644      2,335         --         --
Amortization of IMR, net of tax............     (7,128)    (6,315)    (6,130)        --         --
Write-off of investment....................         --    (11,705)        --         --         --
Pension expense............................         81     (4,153)        --     (6,440)    (6,137)
Guaranty Funds.............................         --         --      3,023         --         --
Property and equipment.....................         --         --         --      5,951     15,520
Interest maintenance reserve...............         --         --         --     68,968     53,348
Asset valuation reserve....................         --         --         --     90,986     75,939
Mortgage loans on real estate..............         --         --         --    (20,141)        --
Other, net.................................     (3,521)      (900)       664     (7,213)    (4,312)
                                             ---------  ---------  ---------  ---------  ---------
As reported herein.........................  $  61,882  $  67,110  $  58,192  $ 885,468  $ 880,106
                                             ---------  ---------  ---------  ---------  ---------
                                             ---------  ---------  ---------  ---------  ---------

 
12. TRANSACTIONS WITH AFFILIATED COMPANIES
 
    The Company receives various services from Fortis and its affiliates. These
services include assistance in benefit plan administration, corporate insurance,
accounting, tax, auditing, investment and other administrative functions. The
fees paid to Fortis, Inc. for these services for years ended December 31, 1998,
1997 and 1996, were $13,077,000, $12,015,000 and $13,319,000, respectively.
During 1997 Fortis, Inc. began providing information technology services to the
Company. Information technology expenses were $55,910,000 and $28,525,000 for
years ended December 31, 1998 and 1997, respectively.
 
In conjunction with the marketing of its variable annuity products, the Company
paid $72,638,000, $72,105,000 and $68,616,000 in commissions to its affiliate,
Fortis Investors, Inc., for the years ended December 31, 1998, 1997 and 1996,
respectively.
 
Administrative expenses allocated for the Company may be greater or less than
the expenses that would be incurred if the Company were operating on a separate
company basis.
 
13. FAIR VALUE DISCLOSURES
 
VALUATION METHODS AND ASSUMPTIONS
 
The fair values for fixed maturity securities and equity securities are based on
quoted market prices, where available. For fixed maturity securities not
actively traded, fair values are estimated using values obtained from
independent pricing services or, in the case of private placements, are
estimated by discounting expected future cash flows using a current market rate
applicable to the yield, credit quality, and maturity of the investments.
 
Mortgage loans are reported at unpaid principal balance less allowances for
possible losses. The fair values of mortgage loans are estimated using
discounted cash flow analyses, using interest rates currently being offered for
similar loans to borrowers with similar credit ratings. Mortgage loans with
similar characteristics are aggregated for purposes of the calculations. The
carrying amount of policy loans reported in the Balance Sheet approximates fair
value. For short-term investments, the carrying amount is a reasonable estimate
of fair value. The fair values for the Company's policy reserves under the
investment products are determined using cash surrender value. As the debt was
underwritten in 1998 and 1997, the outstanding balance is considered a
reasonable estimate of fair value. Separate account assets and liabilities are
reported at their estimated fair values in the Balance Sheet.
 
                                      F-14

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
                                                              -----------------------------------------------------
                                                                        1998                        1997
                                                              -------------------------   -------------------------
                                                               CARRYING        FAIR        CARRYING        FAIR
                                                                AMOUNT         VALUE        AMOUNT         VALUE
                                                              -----------   -----------   -----------   -----------
                                                                                            
Assets:
  Investments:
    Securities available-for-sale:
      Fixed maturities......................................  $ 2,402,343   $ 2,402,343   $ 2,415,915   $ 2,415,915
      Equity securities.....................................      157,851       157,851       109,832       109,832
  Mortgage loans on real estate.............................      610,131       662,984       602,064       661,055
  Policy loans..............................................       74,950        74,950        68,566        68,566
  Short-term investments....................................       31,868        31,868        70,537        70,537
  Assets held in separate accounts..........................    3,742,403     3,742,403     2,978,622     2,978,622
Liabilities:
  Individual and group annuities (subject to discretionary
   withdrawal)..............................................  $   923,102   $   894,019   $   977,495   $   945,558
  Debt......................................................       20,141        20,141        26,433        26,433
  Liabilities related to Separate Accounts..................    3,707,687     3,707,687     2,947,401     2,947,401

 
14. COMMITMENTS AND CONTINGENCIES
 
    The Company is named as a defendant in a number of legal actions arising
primarily from claims made under insurance policies. These actions have been
considered in establishing policy benefit and loss reserves. Management and its
legal counsel are of the opinion that the settlement of these actions will not
have a material adverse effect on the Company's financial position or results of
operations.
 
15. RETIREMENT AND OTHER EMPLOYEE BENEFITS
 
    The Company is an indirect wholly-owned subsidiary of Fortis, which sponsors
a defined benefit pension plan covering employees and certain agents who meet
eligibility requirements as to age and length of service. The benefits are based
on years of service and career compensation. Fortis' funding policy is to
contribute annually the maximum amount that can be deducted for federal income
tax purposes, and to charge each subsidiary an allocable amount based on its
employee census. Pension cost allocated to the Company amounted to approximately
$1,627,000, $1,594,000 and $1,354,000 for 1998, 1997 and 1996, respectively.
 
The Company participates in a contributory profit sharing plan, sponsored by
Fortis, covering employees and certain agents who meet eligibility requirements
as to age and length of service. Benefits are payable to participants on
retirement or disability and to the beneficiaries of participants in the event
of death. The first three percent of an employee's contribution is matched 200%
by the Company. The amount expensed was approximately $3,610,000, $3,926,000 and
$3,913,000 for 1998, 1997 and 1996, respectively.
 
In addition to retirement benefits, the Company participates in other health
care and life insurance benefit plans ("postretirement benefits") for retired
employees, sponsored by Fortis. Health care benefits, either through a
Fortis-sponsored retiree plan for retirees under age 65 or through a cost offset
for individually purchased Medigap policies for retirees over age 65, are
available to employees who retire on or after January 1, 1993, at age 55 or
older, with 15 years or more service. Life insurance, on a retiree pay all
basis, is available to those who retire on or after January 1, 1993.
 
Net postretirement benefit costs allocated to the Company for the years ended
December 31, 1998, 1997 and 1996 were $0, $304,000 and $290,000, respectively,
and includes the expected cost of such benefits for newly eligible or vested
employees, interest cost, gains and losses arising from differences between
actuarial assumptions and actual experience, and amortization of the transition
obligation. The Company made contributions to the plans of approximately
$(5,200), $20,000 and $8,000 in 1998, 1997 and 1996, respectively, as claims
were incurred.
 
                                      F-15

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
 
16. DEBT
 
    A summary of debt at December 31 for each year follows (in thousands):
 


                                                                               1998       1997
                                                                             ---------  ---------
                                                                                  
Mortgage note bearing a floating interest rate of 200 basis points over
 LIBOR, (5.07% at December 31, 1998 and 5.84% at December 31, 1997)
 adjustable every six months, principal and interest due monthly, matures
 July 2001.................................................................  $   3,088  $   3,150
Mortgage note bearing fixed interest at 7.6% principal and interest due
 monthly, matures October 2002.............................................      5,105      5,183
Mortgage note bearing fixed interest at 6.52%, principal and interest due
 monthly, matures July 2009................................................      5,000         --
Mortgage note bearing fixed interest at 7.14%, principal and interest due
 monthly, matures April 2008...............................................      6,948         --
Mortgage note bearing a floating interest rate of 225 basis points over
 LIBOR.....................................................................         --     18,100
                                                                             ---------  ---------
                                                                             $  20,141  $  26,433
                                                                             ---------  ---------
                                                                             ---------  ---------

 
Maturities of the debt as of December 31, 1998 are as follows (in thousands):
 

                                                                                  
1998...............................................................................  $     280
1999...............................................................................        344
2000...............................................................................      3,328
2001...............................................................................      5,030
2002...............................................................................        251
Thereafter.........................................................................     10,908
                                                                                     ---------
                                                                                     $  20,141
                                                                                     ---------
                                                                                     ---------

 
These mortgage notes are collateralized by certain real estate investments
included in real estate and other investments in the balance sheet.
 
Interest expense paid by the Company during 1998 and 1997 on this debt was
approximately $1,362,000 and $1,075,000, respectively.
 
17. YEAR 2000 (UNAUDITED)
 
INTRODUCTION. The Company relies heavily on information technology ("IT")
systems to conduct its business. These IT systems include both internally
developed and vendor-supplied systems. The Company also has business
relationships with numerous entities including but not limited to financial
institutions, financial intermediaries, third party administrators and other
critical vendors as well as regulators and customers. These entities are
themselves reliant on their IT systems to conduct their businesses. Therefore,
there is a supply chain of dependency among and between all involved entities.
 
STATE OF READINESS. In 1997, the Fortis parent company organized a
multi-disciplinary Year 2000 Project Team ("Team"). The Company is a part of the
Team. The Team consists of employees at each subsidiary, audit, legal and
outside consultants. The Team has developed and is currently executing a
comprehensive plan designed to make the Company's IT systems Year 2000 ready.
The plan covers four stages including (i) inventory, (ii) assessment, (iii)
programming, and (iv) testing and certification. The Company has completed the
inventory stage for its internal hardware, software and telecommunications
systems (mainframe and client/server applications). The assessment process is
also complete and the Company is utilizing both internal and external resources
to reprogram or replace the systems where necessary, and testing the
applications for Year 2000 readiness. Programming, testing and certification of
these systems and applications are targeted for completion by the end of 1999.
 
COSTS. The cost of the Company portion of the Year 2000 project is estimated at
$27.7 million (pre-tax) and is being funded through operating cash flows. Total
Year 2000 project costs are based on management's best estimates, which were
derived utilizing numerous assumptions of future events, including the continued
availability of certain resources, third party modification plans and other
factors. Costs to upgrade and replace systems in the normal course of business
are not included in this estimate. As of December 31, 1998, approximately $15.5
million (pre-tax) had already been expensed. The Company believes that its Year
2000 project generally is on schedule.
 
RISKS. The Company is attempting to limit the potential impact of the Year 2000
by monitoring the progress of its own Year 2000 project and those of its
critical external relationships and by developing contingency/recovery plans.
The Company cannot guarantee that it will be able to identify and/or resolve all
of its Year 2000 issues. Any critical unresolved Year 2000 issues at the Company
or its external relationships, however, could have a material adverse effect on
the Company's results of operations, liquidity or financial condition. If the
Company's Year 2000 issues were unresolved, potential consequence would include,
among other possibilities, the inability to accurately and timely process
benefit claims, update customer's accounts, process financial transactions, bill
customers, assess exposure to risks, determine liquidity requirements or report
accurate data to management, shareholders, customers, regulators and others as
well as business interruptions or shutdowns, financial losses, harm to its
reputation, increased scrutiny by regulators and litigation related to Year 2000
issues.
 
CONTINGENCY PLANS. Consistent with prudent due diligence efforts, the Company
has defined contingency plans aimed at ensuring the continuity of critical
business functions before and after December 31, 1999, should there be an
unexpected system failure. The Company has developed plans that are designed to
reduce the negative impact on Fortis, and provide methods of returning to normal
operations, if failure occurs.
 
                                      F-16

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                     0.68%
+    Annual Administrative Charges (see below)              0.06%
=    Total Expense Rate                                     1.19%

 
The Annual Administrative Charge rate is calculated by dividing the total Annual
Contract Charges we collected in 1998 on similar contracts by the average policy
value in force in 1998 on such contracts.
 
Year 1 Beginning Policy Value = $1000.00
Year 1 Expense = $1000.00 X 0.0119 = $11.90
 
Year 2 Beginning Policy Value = $1038.10
Year 2 Expense = $1038.10 X 0.0119 = $12.35
 
Year 3 Beginning Policy Value = $1077.66
Year 3 Expense = $1077.66 X 0.0119 = $12.82
 
So the cumulative expenses for years 1-3 for the Alliance Money Market Portfolio
are equal to:
$11.90 + $12.35 + $12.82 = $37.07
 
                                      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.
 
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 EQUITY INCOME FUND
 
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 FUND
 
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 FUND
 
INVESTMENT OBJECTIVE: Seeks capital appreciation. The portfolio normally invests
at least 80% of its total assets in equity securities of
 
                                      C-1

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 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.
 
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 GLOBAL GOVERNMENTS SERIES
 
INVESTMENT OBJECTIVE: Seeks to provide income and capital appreciation. The
series invests, under normal market conditions, at least 65% of its total assets
in debt obligations that are issued or guaranteed as to principal and interest
by either (i) the U.S. Government, its agencies, authorities or
instrumentalities or (ii) the governments of foreign countries (including
emerging markets). The series may also invest in corporate bonds (including
lower rated bonds commonly known as junk bonds) and mortgage-backed and
assets-backed securities.
 
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.
 
                                      C-2

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.
 
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-3

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                                  CERTIFICATES UNDER
                              FLEXIBLE PREMIUM DEFERRED
                   COMBINATION VARIABLE AND FIXED ANNUITY CONTRACTS
                           THE WATERHOUSE VARIABLE ANNUITY


                                      Issued by

                          FORTIS BENEFITS INSURANCE COMPANY


                         STATEMENT OF ADDITIONAL INFORMATION

                                     MAY 1, 1999

This Statement of Additional Information is not a Prospectus.  It is intended
that this Statement of Additional Information be read in conjunction with the
Prospectus for certificates under flexible premium deferred combination variable
and fixed annuity contracts ("Certificates"), dated May 1, 1999.  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 (NL) N.V. and Fortis (B).


                                          1



Fortis (NL) N.V. has been in business since 1847 and is a publicly-traded,
multi-national insurance, real estate, and financial services group
headquartered in The Netherlands.  It is one of the largest holding companies in
Europe, with subsidiary companies in twelve countries on four continents.
Fortis (NL) N.V. is the third largest insurance company in the Netherlands.

Fortis (B) is a multi-national insurance, real estate and financial services
firm that has been in business since 1824.  It has subsidiary companies in eight
countries.  Fortis (B) is one of the largest life insurance companies in
Belgium.  Fortis (NL) N.V. and Fortis (B) have combined assets of approximately
$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 under "Contract Value") for the
Valuation Period ending on that Valuation Date, with an offset for the 3%
assumed interest rate used in the annuity tables of the Contract.


                                          2



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.

EXPERTS

The financial statements of Fortis Benefits Insurance Company at 
December 31, 1998 and 1997, and for each of the three years in the period 
ended December 31, 1998, and the statements of net assets of Fortis Benefits 
Insurance Company Variable Account D at December 31, 1998 and the related 
statements of changes in net assets for each of the two years in the period 
ended December 31, 1998, appearing in the Prospectus, this Statement of 
Additional Information and Registration Statement have been audited by Ernst 
& Young LLP, independent auditors, as set forth in their reports thereon 
appearing elsewhere herein, and are included in reliance upon such authority 
as experts in accounting and auditing.

                                          3


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 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


                                          4



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
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


                                          5



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.

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


                                          6



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, 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.


                                          7



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



WITHHOLDING

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

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


VARIABLE ACCOUNT FINANCIAL STATEMENTS


                                          8






                              FINANCIAL STATEMENTS

                        FORTIS BENEFITS INSURANCE COMPANY
                               VARIABLE ACCOUNT D

                          YEAR ENDED DECEMBER 31, 1998



                        Fortis Benefits Insurance Company
                               Variable Account D

                              Financial Statements


                          Year ended December 31, 1998




                                    CONTENTS

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

Audited Financial Statements

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



                         REPORT OF INDEPENDENT AUDITORS


Board of Directors
Fortis Benefits Insurance Company

We have audited the accompanying individual and combined statements of net 
assets of the segregated asset subaccounts of Fortis Benefits Insurance 
Company Variable Account D (comprised of the Fortis Series Fund, Inc.'s 
Growth Stock, U.S. Government Securities, Money Market, Asset Allocation, 
Diversified Income, Global Growth, Aggressive Growth, Growth & Income, High 
Yield, Global Asset Allocation, Global Bond, International Stock, Value, S & 
P 500, Blue Chip Stock, Mid Cap Stock, Large Cap Growth, and Small Cap Value 
Subaccounts; the Norwest Select Fund's ValuGrowth, Income, Small Company 
Stock and Income Equity Subaccounts; the Scudder Variable Life Investment 
Fund's International Subaccount; the AIM Variable Insurance Funds' V.I. Value 
and V.I. International Equity Subaccounts; the Alliance Variable Product 
Series' Money Market, International and Premier Growth Subaccounts; the 
SAFECO Resource Series' Growth and Equity Subaccounts; the Federated 
Insurance Series' U.S. Government Securities II, High Income Bond Fund II, 
Utility II and American Leaders II Subaccounts; the Lexington Funds, Inc.'s 
Natural Resources Trust and Emerging Markets Subaccounts; the MFS Variable 
Insurance Trusts' Emerging Growth, High Income and World Government 
Subaccounts; the Montgomery Variable Fund's Emerging Markets and Growth 
Subaccounts; the Strong Variable Insurance Funds' Discovery II and 
International II Subaccounts; the American Century Investments' VP Balanced 
and VP Growth Subaccounts; the Van Eck Worldwide Insurance Trust's Worldwide 
Bond Fund and Worldwide Hard Assets Fund Subaccounts; the Neuberger & Berman, 
Inc.'s AMT Limited Maturity Bond and AMT Partners Subaccounts; and INVESCO, 
Inc.'s Health & Sciences, Industrial Income and Technology Subaccounts) as of 
December 31, 1998, and the related statements of changes in net assets for 
each of the two years in the period then ended, except for the Federated 
Insurance Series' U.S. Government Securities II Subaccount; the Neuberger & 
Berman, Inc.'s AMT Limited Maturity Bond and AMT Partners Subaccounts; and 
INVESCO, Inc.'s Health & Sciences, Industrial Income and Technology 
Subaccounts which are for the period from May 1, 1997 to December 31, 1997 
and the Fortis Mid Cap Stock, Large Cap Growth and Small Cap Value 
Subaccounts which are for the period May 1, 1998 (commencement of operations) 
to December 31, 1998. These financial statements are the responsibility of 
the management of Fortis Benefits Insurance Company. Our responsibility is to 
express an opinion on these financial statements based on our audits.


                                                                              1


We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement. An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements. 
Our procedures included confirmation of securities owned as of December 31, 
1998 by correspondence with the custodian. An audit also includes assessing 
the accounting principles used and significant estimates made by management, 
as well as evaluating the overall financial statement presentation. We 
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the individual and combined financial position of the 
segregated asset subaccounts of Fortis Benefits Insurance Company Variable 
Account D at December 31, 1998, and the individual and combined changes in 
its net assets for the periods described above, in conformity with generally 
accepted accounting principles.

                                                   /s/ Ernst & Young LLP

Minneapolis, Minnesota
March 19, 1999


                                                                              2


                        Fortis Benefits Insurance Company
                               Variable Account D

                            Statements of Net Assets

                                December 31, 1998


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



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

                                                     
SEE ACCOMPANYING NOTES.                              


3



                        Fortis Benefits Insurance Company
                               Variable Account D

                      Statements of Net Assets (continued)

                                December 31, 1998


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


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



4



                        Fortis Benefits Insurance Company
                               Variable Account D

                      Statements of Net Assets (continued)

                                December 31, 1998


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


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


SEE ACCOMPANYING NOTES.


5



                        Fortis Benefits Insurance Company
                               Variable Account D

                       Statements of Changes in Net Assets

                          Year ended December 31, 1998


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

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

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


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

CAPITAL TRANSACTIONS
Purchase of Variable Account units                         11,808,123        5,585,488      6,778,089
Redemption of Variable Account units                       (9,454,092)     (47,585,475)   (13,235,104)
Mortality and expense and administrative charges
   redeemed                                                 1,387,204        3,706,532      1,205,738
Funding of subaccount by Fortis Benefits Insurance
   Company                                                          -                -              -
Redemption of Fortis Benefits Insurance Company
   investment in subaccount                                         -                -              -
Dividend income distribution to Fortis Benefits
   Insurance Company                                                -                -              -
                                                   -----------------------------------------------------
Net (decrease) increase from capital transactions           3,741,235      (38,293,455)    (5,251,277)

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


SEE ACCOMPANYING NOTES.


6



                        Fortis Benefits Insurance Company
                               Variable Account D

                 Statements of Changes in Net Assets (continued)

                          Year ended December 31, 1998


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

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

Net assets at beginning of period                       214,442,986     54,179,260       46,053,856        18,796,550   
                                                   ---------------------------------------------------------------------
Net assets at end of period                            $265,983,185    $64,546,458      $59,470,739       $22,618,464   
                                                   ---------------------------------------------------------------------
                                                   ---------------------------------------------------------------------

                                                         FORTIS
                                                     INTERNATIONAL                      FORTIS
                                                         STOCK        FORTIS VALUE     S & P 500
                                                   -------------------------------------------------
                                                                              
OPERATIONS
Dividend income                                         $ 5,327,524    $ 1,608,314     $  2,986,482
Mortality and expense and administrative charges           (950,221)      (871,723)      (1,887,000)
Net realized gain (loss) on investments                   2,690,314        700,432        3,863,409
Net unrealized appreciation (depreciation) of
   investments during the period                          2,473,473      2,820,051       29,200,375
                                                   -------------------------------------------------
Net increase (decrease) in net assets resulting
   from operations                                        9,541,090      4,257,074       34,163,266

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

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


SEE ACCOMPANYING NOTES.


7



                        Fortis Benefits Insurance Company
                               Variable Account D

                 Statements of Changes in Net Assets (continued)

                          Year ended December 31, 1998


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

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

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


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

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

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


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

SEE ACCOMPANYING NOTES.


8



                        Fortis Benefits Insurance Company
                               Variable Account D

                 Statements of Changes in Net Assets (continued)

                          Year ended December 31, 1998


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

CAPITAL TRANSACTIONS
Purchase of Variable Account units                      37,762,541      1,811,004        4,403,159       1,598,178   
Redemption of Variable Account units                    (1,797,881)      (788,697)        (103,173)        (58,597)  
Mortality and expense and administrative charges
   redeemed                                                888,643        109,417           18,617           7,795   
Funding of subaccount by Fortis Benefits Insurance
   Company                                                       -              -                -               -   
Redemption of Fortis Benefits Insurance Company
   investment in subaccount                                      -              -                -               -   
Dividend income distribution to Fortis Benefits
   Insurance Company                                             -              -                -               -   
                                                   ------------------------------------------------------------------
Net increase (decrease) from capital transactions       36,853,303      1,131,724        4,318,603       1,547,376   

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


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

CAPITAL TRANSACTIONS
Purchase of Variable Account units                        275,790,809       112,885,826      44,398,125
Redemption of Variable Account units                     (267,800,970)     (115,289,922)    (39,496,646)
Mortality and expense and administrative charges
   redeemed                                                    71,287             9,699          21,589
Funding of subaccount by Fortis Benefits Insurance
   Company                                                          -                 -               -
Redemption of Fortis Benefits Insurance Company
   investment in subaccount                                         -                 -               -
Dividend income distribution to Fortis Benefits
   Insurance Company                                                -                 -               -
                                                   ------------------------------------------------------
Net increase (decrease) from capital transactions           8,061,126        (2,394,397)      4,923,068

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


SEE ACCOMPANYING NOTES.


9



                        Fortis Benefits Insurance Company
                               Variable Account D

                 Statements of Changes in Net Assets (continued)

                          Year ended December 31, 1998


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

CAPITAL TRANSACTIONS
Purchase of Variable Account units                      38,247,904      5,017,777       8,903,906        12,041,460      
Redemption of Variable Account units                   (36,738,247)    (4,563,051)     (8,113,615)      (11,229,632)     
Mortality and expense and administrative charges
   redeemed                                                 23,023          8,994           3,497            14,352      
Funding of subaccount by Fortis Benefits Insurance
   Company                                                       -              -               -                 -      
Redemption of Fortis Benefits Insurance Company
   investment in subaccount                                      -              -               -                 -      
Dividend income distribution to Fortis Benefits
   Insurance Company                                             -              -               -                 -      
                                                   ----------------------------------------------------------------------
Net increase (decrease) from capital transactions        1,532,680        463,720         793,788           826,180      

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


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

CAPITAL TRANSACTIONS
Purchase of Variable Account units                       6,829,897     26,396,563       1,760,109
Redemption of Variable Account units                    (7,379,883)   (28,510,268)     (2,202,365)
Mortality and expense and administrative charges
   redeemed                                                  3,159         12,652           3,193
Funding of subaccount by Fortis Benefits Insurance
   Company                                                       -              -               -
Redemption of Fortis Benefits Insurance Company
   investment in subaccount                                      -              -               -
Dividend income distribution to Fortis Benefits
   Insurance Company                                             -              -               -
                                                   ---------------------------------------------------
Net increase (decrease) from capital transactions         (546,827)    (2,101,053)       (439,063)

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


SEE ACCOMPANYING NOTES.


10



                        Fortis Benefits Insurance Company
                               Variable Account D

                 Statements of Changes in Net Assets (continued)

                          Year ended December 31, 1998


                                                          LEXINGTON                                                    
                                                           EMERGING      MFS EMERGING       MFS HIGH         MFS WORLD  
                                                           MARKETS          GROWTH          INCOME          GOVERNMENT 
                                                     ------------------------------------------------------------------
                                                                                                        

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

CAPITAL TRANSACTIONS
Purchase of Variable Account units                        1,654,144       29,085,014       5,754,624        1,429,924  
Redemption of Variable Account units                     (2,210,494)     (27,832,016)     (2,913,514)      (1,219,491) 
Mortality and expense and administrative charges
   redeemed                                                     496           10,192           4,620              565  
Funding of subaccount by Fortis Benefits Insurance
   Company                                                        -                -               -                -  
Redemption of Fortis Benefits Insurance Company
   investment in subaccount                                       -                -               -                -  
Dividend income distribution to Fortis Benefits
   Insurance Company                                              -                -               -                -  
                                                     ------------------------------------------------------------------
Net (decrease) increase from capital transactions          (555,854)       1,263,190       2,845,730          210,998  

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


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

CAPITAL TRANSACTIONS
Purchase of Variable Account units                        3,568,166          958,991       8,735,012
Redemption of Variable Account units                     (3,677,901)      (2,080,709)     (8,549,511)
Mortality and expense and administrative charges
   redeemed                                                   2,277            5,823           2,038
Funding of subaccount by Fortis Benefits Insurance
   Company                                                        -                -               -
Redemption of Fortis Benefits Insurance Company
   investment in subaccount                                       -                -               -
Dividend income distribution to Fortis Benefits
   Insurance Company                                              -                -               -
                                                     --------------------------------------------------
Net (decrease) increase from capital transactions          (107,458)      (1,115,895)        187,539

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


SEE ACCOMPANYING NOTES.


11



                                       Fortis Benefits Insurance Company
                                               Variable Account D

                                Statements of Changes in Net Assets (continued)

                                          Year ended December 31, 1998


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

CAPITAL TRANSACTIONS
Purchase of Variable Account units                        11,439,550       3,176,516       22,191,371  
Redemption of Variable Account units                     (11,526,224)     (2,521,079)     (22,309,476) 
Mortality and expense and administrative charges
  redeemed                                                     1,711           2,774            2,218  
Funding of subaccount by Fortis Benefits Insurance
  Company                                                          -               -                -  
Redemption of Fortis Benefits Insurance Company
  investment in subaccount                                         -               -                -  
Dividend income distribution to Fortis Benefits
  Insurance Company                                                -               -                -  
                                                     --------------------------------------------------
Net (decrease) increase from capital transactions            (84,963)        658,211         (115,887) 

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


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

CAPITAL TRANSACTIONS
Purchase of Variable Account units                       3,619,169       4,113,612       1,490,835        1,326,782
Redemption of Variable Account units                    (3,073,617)     (4,849,914)     (1,173,233)      (1,051,703)
Mortality and expense and administrative charges
  redeemed                                                   2,373           3,044           2,433            4,346
Funding of subaccount by Fortis Benefits Insurance
  Company                                                        -               -               -                -
Redemption of Fortis Benefits Insurance Company
  investment in subaccount                                       -               -               -                -
Dividend income distribution to Fortis Benefits
  Insurance Company                                              -               -               -                -
                                                     -----------------------------------------------------------------
Net (decrease) increase from capital transactions          547,925        (733,258)        320,035          279,425

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


SEE ACCOMPANYING NOTES.


12



                                       Fortis Benefits Insurance Company
                                               Variable Account D

                                Statements of Changes in Net Assets (continued)

                                          Year ended December 31, 1998


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

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

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


SEE ACCOMPANYING NOTES.


13



                                       Fortis Benefits Insurance Company
                                               Variable Account D

                                      Statements of Changes in Net Assets

                                          Year ended December 31, 1997


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

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

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


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

CAPITAL TRANSACTIONS
Purchase of Variable Account units                           3,115,896      19,063,321     14,369,199
Redemption of Variable Account units                       (14,932,392)    (19,838,860)    (5,395,939)
Mortality and expense and administrative 
  charges redeeme                                            1,307,512       3,682,512      1,052,753
Funding of subaccount by Fortis Benefits Insurance
  Company                                                            -               -              -
Redemption of Fortis Benefits Insurance Company
  investment in subaccount                                           -               -              -
Dividend income distribution to Fortis Benefits
  Insurance Company                                                  -               -              -
                                                        -----------------------------------------------
Net (decrease) increase from capital transactions          (10,508,984)      2,906,973     10,026,013

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


SEE ACCOMPANYING NOTES.


14



                                       Fortis Benefits Insurance Company
                                               Variable Account D

                                Statements of Changes in Net Assets (continued)

                                          Year ended December 31, 1997


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

CAPITAL TRANSACTIONS
Purchase of Variable Account units                            56,082,796    14,037,885       9,248,738       2,704,435 
Redemption of Variable Account units                          (4,951,613)   (3,986,387)     (1,791,957)     (2,463,332)
Mortality and expense and administrative 
  charges redeemed                                             2,311,419       641,983         489,857         172,763 
Funding of subaccount by Fortis Benefits
  Insurance Company                                                    -             -               -               - 
Redemption of Fortis Benefits Insurance Company
  investment in subaccount                                             -             -               -               - 
Dividend income distribution to Fortis Benefits
  Insurance Company                                                    -             -        (193,973)       (128,042)
                                                         --------------------------------------------------------------
Net increase (decrease) from capital transactions             53,442,602    10,693,483       7,752,665         285,824 

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


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

CAPITAL TRANSACTIONS
Purchase of Variable Account units                           16,326,079     29,249,997       82,381,056
Redemption of Variable Account units                         (2,103,233)      (695,317)     (23,769,708)
Mortality and expense and administrative 
  charges redeemed                                              684,830        377,532          607,630
Funding of subaccount by Fortis Benefits
  Insurance Company                                                   -              -                -
Redemption of Fortis Benefits Insurance Company
  investment in subaccount                                            -              -                -
Dividend income distribution to Fortis Benefits
  Insurance Company                                            (157,141)       (21,662)         (79,618)
                                                         -----------------------------------------------
Net increase (decrease) from capital transactions            14,750,535     28,910,550       59,139,360

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


SEE ACCOMPANYING NOTES.


15



                                       Fortis Benefits Insurance Company
                                               Variable Account D

                                Statements of Changes in Net Assets (continued)

                                          Year ended December 31, 1997


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

CAPITAL TRANSACTIONS
Purchase of Variable Account units                           42,777,440      8,653,105       3,293,135        5,021,855 
Redemption of Variable Account units                           (832,257)      (476,484)       (779,906)        (276,048)
Mortality and expense and administrative 
  charges redeemed                                              447,570        221,359         101,678           95,073 
Funding of subaccount by Fortis Benefits Insurance
  Company                                                             -              -               -                - 
Redemption of Fortis Benefits Insurance Company
  investment in subaccount                                            -              -               -                - 
Dividend income distribution to Fortis Benefits
  Insurance Company                                             (58,517)             -               -                - 
                                                         ---------------------------------------------------------------
Net increase (decrease) from capital transactions            42,334,236      8,397,980       2,614,907        4,840,880 

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


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

CAPITAL TRANSACTIONS
Purchase of Variable Account units                           25,830,279      2,768,738      168,171,990
Redemption of Variable Account units                           (309,223)      (302,454)    (167,088,962)
Mortality and expense and administrative 
  charges redeemed                                              305,439         66,114           33,431
Funding of subaccount by Fortis Benefits Insurance
  Company                                                             -              -                -
Redemption of Fortis Benefits Insurance Company
  investment in subaccount                                            -              -                -
Dividend income distribution to Fortis Benefits
  Insurance Company                                                   -              -                -
                                                         -----------------------------------------------
Net increase (decrease) from capital transactions            25,826,495      2,532,398        1,116,459

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


SEE ACCOMPANYING NOTES.


16



                                       Fortis Benefits Insurance Company
                                               Variable Account D

                                Statements of Changes in Net Assets (continued)

                                          Year ended December 31, 1997


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

CAPITAL TRANSACTIONS
Purchase of Variable Account units                            65,480,879     13,005,720     13,595,285       4,689,201 
Redemption of Variable Account units                         (63,692,893)   (11,432,296)   (10,315,753)     (3,551,876)
Mortality and expense and administrative 
  charges redeemed                                                 4,653          4,656          4,146           4,251 
Funding of subaccount by Fortis Benefits Insurance
  Company                                                              -              -              -               - 
Redemption of Fortis Benefits Insurance Company
  investment in subaccount                                             -              -              -               - 
Dividend income distribution to Fortis Benefits
  Insurance Company                                                    -              -              -               - 
                                                         --------------------------------------------------------------
Net increase (decrease) from capital transactions              1,792,639      1,578,080      3,283,678       1,141,576 

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


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

CAPITAL TRANSACTIONS
Purchase of Variable Account units                             1,957,483       7,473,177       8,386,519
Redemption of Variable Account units                          (1,747,421)     (6,024,386)     (7,031,477)
Mortality and expense and administrative 
  charges redeemed                                                   265           3,413           1,118
Funding of subaccount by Fortis Benefits Insurance
  Company                                                              -               -               -
Redemption of Fortis Benefits Insurance Company
  investment in subaccount                                             -               -               -
Dividend income distribution to Fortis Benefits
  Insurance Company                                                    -               -               -
                                                         -------------------------------------------------
Net increase (decrease) from capital transactions                210,327       1,452,204       1,356,160

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


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

SEE ACCOMPANYING NOTES.


17



                                       Fortis Benefits Insurance Company
                                               Variable Account D

                                Statements of Changes in Net Assets (continued)

                                          Year ended December 31, 1997


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

CAPITAL TRANSACTIONS
Purchase of Variable Account units                            20,909,386      7,675,556      10,873,736  
Redemption of Variable Account units                         (18,677,016)    (7,422,947)    (10,335,967) 
Mortality and expense and administrative 
  charges redeemed                                                 6,487          4,044           1,766  
Funding of subaccount by Fortis Benefits Insurance
  Company                                                              -              -               -  
Redemption of Fortis Benefits Insurance Company
  investment in subaccount                                             -              -               -  
Dividend income distribution to Fortis Benefits
  Insurance Company                                                    -              -               -  
                                                         ------------------------------------------------
Net increase (decrease) from capital transactions              2,238,857        256,653         539,535  

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


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

CAPITAL TRANSACTIONS
Purchase of Variable Account units                         50,380,648       2,109,055       4,223,973       7,351,843
Redemption of Variable Account units                      (48,657,063)     (1,917,469)     (4,151,384)     (6,894,401)
Mortality and expense and administrative 
  charges redeemed                                              8,094           3,208             888           2,178
Funding of subaccount by Fortis Benefits Insurance
  Company                                                           -               -               -               -
Redemption of Fortis Benefits Insurance Company
  investment in subaccount                                          -               -               -               -
Dividend income distribution to Fortis Benefits
  Insurance Company                                                 -               -               -               -
                                                        ---------------------------------------------------------------
Net increase (decrease) from capital transactions           1,731,679         194,794          73,477         459,620

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


SEE ACCOMPANYING NOTES.


18



                                       Fortis Benefits Insurance Company
                                               Variable Account D

                                Statements of Changes in Net Assets (continued)

                                          Year ended December 31, 1997


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

CAPITAL TRANSACTIONS
Purchase of Variable Account units                            4,720,065      1,491,187        192,449          40,789  
Mortality and expense and administrative 
  charges redeemed                                           (4,059,313)    (1,339,858)      (267,953)       (356,157) 
Mortality and expense and administrative 
  charges redeemed                                                2,758            673            446             122  
Funding of subaccount by Fortis Benefits Insurance
  Company                                                             -              -              -               -  
Redemption of Fortis Benefits Insurance Company
  investment in subaccount                                            -              -              -               -  
Dividend income distribution to Fortis Benefits
  Insurance Company                                                   -              -              -               -  
                                                         --------------------------------------------------------------
Net increase (decrease) from capital transactions               663,510        152,002        (75,058)       (315,246) 

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


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

CAPITAL TRANSACTIONS
Purchase of Variable Account units                             13,896,848     9,336,521        5,761,482
Mortality and expense and administrative 
  charges redeemed                                            (13,937,360)   (8,825,530)      (5,717,321)
Mortality and expense and administrative 
  charges redeemed                                                  2,462         1,284              355
Funding of subaccount by Fortis Benefits Insurance
  Company                                                               -             -                -
Redemption of Fortis Benefits Insurance Company
  investment in subaccount                                              -             -                -
Dividend income distribution to Fortis Benefits
  Insurance Company                                                     -             -                -
                                                         -------------------------------------------------
Net increase (decrease) from capital transactions                 (38,050)      512,275           44,516

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


SEE ACCOMPANYING NOTES.


19



                                       Fortis Benefits Insurance Company
                                               Variable Account D

                                Statements 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 administrative
  charges                                            (1,009)          (4,933)           (742)       (1,259)  
Net realized gain (loss) on investments              15,991          176,670           8,178        12,902   
Net unrealized appreciation (depreciation) 
  of investments during the period                      325          (76,669)          1,593        17,027   
                                              ---------------------------------------------------------------
Net increase (decrease) in net assets
  resulting from operations                          16,710          116,609           9,029        28,670   

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

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


                                             
                                                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 administrative
  charges                                            (293)        (361)           (393)      (27,814,406)
Net realized gain (loss) on investments            (3,047)       5,339           1,683        38,273,799
Net unrealized appreciation (depreciation) 
  of investments during the period                  3,774      (13,577)         (5,452)      137,496,762
                                             ------------------------------------------------------------
Net increase (decrease) in net assets
  resulting from operations                         1,942       15,078          (4,162)      248,348,778

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

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


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

SEE ACCOMPANYING NOTES.


20



                    Fortis Benefits Insurance Company
                           Variable Account D

                     Notes to Financial Statements

                           December 31, 1998


1. GENERAL

FORTIS BENEFITS INSURANCE COMPANY

Variable Account D (the "Account") was established as a segregated asset 
account of Fortis Benefits Insurance Company ("Fortis Benefits") on October 
14, 1987 under Minnesota law. The Account is registered under the Investment 
Company Act of 1940 as a unit investment trust. The variable annuity 
contracts are sold under the names of EmPower Variable Annuity, Opportunity 
Variable Annuity, Norwest Passage Variable Annuity, Masters Variable Annuity 
and Value Advantage Plus Variable Annuity.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

INVESTMENT TRANSACTIONS

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

INVESTMENT INCOME

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

USE OF ESTIMATES

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


                                                                            21


                    Fortis Benefits Insurance Company
                            Variable Account D

                 Notes to Financial Statements (continued)


3. INVESTMENTS

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

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

Purchases and sales of shares of the Fund are recorded on the trade date. The 
number of shares and aggregate cost of purchases, including reinvested 
dividends and realized capital gains, and aggregate cost of investments sold 
or redeemed were as follows:




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


                                                                            22


                    Fortis Benefits Insurance Company
                            Variable Account D

                 Notes to Financial Statements (continued)


3. INVESTMENTS (CONTINUED)




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

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

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

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

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

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

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

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

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

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


                                                                            23


                    Fortis Benefits Insurance Company
                            Variable Account D

                 Notes to Financial Statements (continued)


3. INVESTMENTS (CONTINUED)




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

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

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

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




   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


                                                                            24


                    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
                                        --------------------------------------------------------------------
                                                                              
   Scudder Variable Life Investment
     Fund:
       International                            201,696            21,882  $   2,857,809  $       262,389

   Alliance Variable Product Series:
     Money Market                           168,743,834       167,088,962    168,547,660      167,088,962
     International                            4,259,167         4,102,363     65,500,592       63,168,574
     Premier Growth                             659,976           579,278     13,006,674       11,247,113

   SAFECO Resource Series:
     Growth                                     558,931           408,849     14,101,796       10,055,588
     Equity                                     200,558           150,645      4,792,045        3,530,435

   Federated Insurance Series:
     U.S. Government Securities II              189,579           169,330      1,961,440        1,748,802
     High Income Bond Fund II                   717,728           571,130      7,540,725        5,903,485
     Utility II                                 654,493           555,782      8,390,554        6,982,730
     American Leaders II                      1,176,026         1,045,781     20,921,188       18,310,100

   Lexington Funds, Inc.:
     Natural Resources Trust                    514,330           491,272      7,713,365        7,275,632
     Emerging Markets                         1,022,290           957,013     10,873,974       10,313,690

   MFS Variable Insurance Trust:
     Emerging Growth                          3,384,527         3,280,119     50,385,870       48,378,986
     High Income                                180,043           161,398      2,109,055        1,853,381
     World Government                           415,944           409,351      4,226,984        4,160,922

   Montgomery Variable Funds:
     Emerging Markets                           610,961           569,631      7,352,428        6,876,431
     Growth                                     360,865           307,287      4,800,574        3,948,716

   Strong Variable Insurance Funds:
     Discovery II                               122,063           110,861      1,491,187        1,333,274
     Government Securities II                    19,685            26,896        196,687          266,265
     Advantage II                                 4,923            35,492         47,433          349,958
     International II                         1,239,125         1,235,541     13,922,448       13,938,538

   American Century Investments:
     VP Balanced                              1,182,715         1,128,948      9,344,884        8,891,395
     VP Growth                                  566,923           559,107      5,763,621        5,684,603


                                                                            25


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


Fortis Benefits' investment in the subaccounts represented the following 
number of shares of the Funds held and aggregate cost of amounts invested at 
December 31, 1998:



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


                                                                            26


                    Fortis Benefits Insurance Company
                            Variable Account D

                 Notes to Financial Statements (continued)


4. ORGANIZATIONAL EXPENSES AND OTHER CHARGES

ORGANIZATION EXPENSES

Fortis Benefits assumes all organizational expenses of the Account.

ADMINISTRATION CHARGE

A $35 annual contract administrative charge is deducted each contract year 
from the value of each Opportunity Variable Annuity and Masters Variable 
Annuity and $30 for each EmPower Variable Annuity, Norwest Passage Variable 
Annuity and Value Advantage Plus Variable Annuity on each anniversary of the 
contract date and upon total surrender of the contract. This charge will be 
waived during the accumulation period if the contract value at the end of the 
contract year (or upon total surrender) is $25,000 or more, for the 
Opportunity Variable Annuity, Masters Variable Annuity and Norwest Passage 
Variable Annuity and $100,000 for the EmPower Variable Annuity.

In addition, Fortis Benefits assesses each subaccount of the Opportunity 
Variable Annuity and Masters Variable Annuity a daily charge for 
administrative expense at annual rate of 0.10% of the net assets. For the 
EmPower Variable Annuity and Norwest Passage Variable Annuity the daily 
charge is assessed at an annual rate of 0.15%.

MORTALITY AND EXPENSE RISK CHARGE

Fortis Benefits assesses each subaccount of the Opportunity Variable Annuity, 
Masters Variable Annuity and Norwest Passage Variable Annuity a daily charge 
for mortality and expense risk at an annual rate of 1.25% of the net assets. 
For the EmPower Variable Annuity, the mortality and expense risk charge is 
assessed at an annual rate of 1.10%. For the Value Advantage Plus Variable 
Annuity the mortality and expense risk charge is assessed at an annual rate 
of 0.45%.


                                                                            27


                    Fortis Benefits Insurance Company
                            Variable Account D

                 Notes to Financial Statements (continued)


5. SURRENDER AND PREMIUM TAX CHARGES

FREE SURRENDERS

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

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

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

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

   -  For EmPower Variable Annuity and Value Advantage Plus Variable Annuity
      there is no surrender charge.

AMOUNT OF SURRENDER CHARGE

Surrender charges apply only if the amount being withdrawn exceeds the sum of 
the amounts listed above under Free Surrenders. The surrender charge is based 
on a percentage of the amount of purchase payments surrendered. The 
percentage of payments is set at 5% during the first five years on the 
Opportunity Variable Annuity and Norwest Passage Variable Annuity contracts 
with a sliding scale down to zero by the end of the fifth year, and is set at 
7% during the first seven years of the Masters Variable Annuity contracts, 
with a sliding scale down to zero by the end of the seventh year.

                                                                            28


                    Fortis Benefits Insurance Company
                            Variable Account D

                 Notes to Financial Statements (continued)


5. SURRENDER AND PREMIUM TAX CHARGES (CONTINUED)

PREMIUM TAXES

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

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

6. FEDERAL INCOME TAXES

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

7. RELATED PARTY TRANSACTIONS

Fortis Advisers, Inc. (Fortis Advisers), an affiliate of Fortis Benefits, 
provides investment management services to Fortis Series Fund, Inc. in 
exchange for investment advisory and management fees. Investment advisory and 
management fees are based on each portfolio's daily net assets and decrease 
through reduced percentages as average daily net assets increase. The fees 
represent an investment expense to Fortis Series Fund, Inc. which reduces the 
portfolios' net assets. The fees charged by Fortis Advisers are not available 
on an individual variable account basis. Fees for all variable accounts to 
which Fortis Advisers provided investment management services amounted to 
$17,790,513 and $14,415,172 in 1998 and 1997, respectively.


                                                                            29


                    Fortis Benefits Insurance Company
                            Variable Account D

                 Notes to Financial Statements (continued)


8. YEAR 2000 ISSUE (UNAUDITED)

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

A comprehensive review of Fortis Benefits' and Fortis Advisers' computer 
systems and business processes has been conducted to identify the major 
systems that could be affected by the Year 2000 issue. Steps are being taken 
to resolve any potential problems including modification to existing software 
and the purchase of new software. These measures are scheduled to be 
completed and tested on a timely basis. Fortis Benefits' and Fortis Advisers' 
goal is to complete internal remediation and testing of each system by mid 
1999.

The costs related to the Year 2000 issue are not expected to have a material 
impact on Fortis Benefits' and Fortis Advisers' results of operations or 
financial condition. This expectation is subject to uncertainties that could 
cause actual results to differ materially. Factors that could influence the 
total costs to be incurred by Fortis Benefits and Fortis Advisers in 
connection with the Year 2000 issue include the ability of Fortis Benefits 
and Fortis Advisers to successfully identify systems containing two-digit 
year codes, the nature and amount of programming required to fix the affected 
programs, the related labor and consulting costs for such remediation, and 
the ability of third parties that interface with Fortis Benefits and Fortis 
Advisers to successfully address their Year 2000 issues.

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


                                                                            30


                    Fortis Benefits Insurance Company
                            Variable Account D

                 Notes to Financial Statements (continued)


8. YEAR 2000 ISSUE (UNAUDITED) (CONTINUED)

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








                                                                            31

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, 1998 was 4.03%.

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, 1998 was 4.11%.

Yield information for the other Subaccounts will be based on the thirty days
ended on a specified date and carried to the nearest hundredth of a percent,
according to the following formula:


                                         6
                                   A-B
                               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, 1998.



               Subaccount                                          Yield
               ----------                                          -----
                                                                
     Federated High Yield Bond . . . . . . . . . . . . . . . . . . . .2.49%
     Federated U.S. Government Securities. . . . . . . . . . . . . . .2.74%
     MFS High Income . . . . . . . . . . . . . . . . . . . . . . . . .9.16%
     MFS World Governments . . . . . . . . . . . . . . . . . . . . . .1.54%
     Van Eck Worldwide Bond. . . . . . . . . . . . . . . . . . . . . .1.60%



                                         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, 1998       Dec. 31, 1998
- ----------------------------------  -------------------      ---------------
                                                       
Alliance International Portfolio            9.54%                5.14%

Alliance Premier Growth Portfolio          44.31%               32.15%

American Century VP Balanced Fund          12.25%               12.12%

American Century VP Capital                -5.60%               -6.47%
  Appreciation Fund

Federated High Income Bond Fund II         -0.76%                6.81%

Federated Utility II                       10.47%               14.30%

Federated American Leaders II              14.09%               19.87%

Federated U.S. Government                   4.17%                6.88%
  Securities II

INVESCO Equity Income Fund                 11.76%               20.40%

INVESCO Health Sciences Fund               39.22%               29.33%

INVESCO Technology Fund                    22.13%               22.48%

Lexington Natural Resources Trust         -22.96%               -1.08%

Lexington Emerging Markets Fund           -31.43%              -19.33%

MFS Emerging Growth Series                 30.57%               21.77%

MFS High Income Series                     -3.62%                5.42%

MFS Global Government Series                4.41%                1.38%

Montgomery Emerging Markets Fund          -40.82%              -16.31%


                                         A-2


Montgomery Growth Fund                     -0.54%               17.54%

Neuberger & Berman Limited Maturity         0.75%               15.09%
  Bond Portfolio

Neuberger & Berman Partners Portfolio      93.00%                3.62%

SAFECO Equity Portfolio                    21.30%               19.58%

SAFECO Growth Portfolio                    22.39%               17.04%

Strong Discovery Fund II                    3.77%                4.30%

Strong International Stock Fund II         -8.20%               -7.44%

Van Eck Worldwide Bond Fund                 9.25%                3.89%

Van Eck WorldwideHard Assets Fund         -34.14%              -15.43%


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, 1998     Dec. 31, 1998
- -----------------------------------     -------------------     ---------------
                                                          
Alliance International Portfolio                9.54%               15.75%

Alliance Premier Growth Portfolio              44.31%              125.71%

American Century VP Balanced Fund              12.25%               39.67%

American Century VP Capital                    -5.60%              -17.75%
  Appreciation Fund

Federated High Income Bond Fund II             -0.76%               21.20%

Federated Utility II                           10.47%               47.75%

Federated American Leaders II                  14.09%               69.77%

Federated U.S. Government                       4.17%               11.73%
  Securities II

INVESCO Equity Income Fund                     11.76%               36.28%

INVESCO Health Sciences Fund                   39.22%               53.54%

INVESCO Technology Fund                        22.13%               40.22%

Lexington Natural Resources Trust             -22.96%               -3.12%

Lexington Emerging Markets Fund               -31.43%              -46.60%

MFS Emerging Growth Series                     30.57%               77.74%


                                     A-3



MFS High Income Series                         -3.62%               16.66%

MFS Global Government Series                    4.41%                4.08%

Montgomery Emerging Markets Fund              -40.82%              -40.54%  

Montgomery Growth Fund                         -0.54%               -6.32%   

Neuberger & Berman Limited Maturity             0.75%               26.46%   
  Bond Portfolio 

Neuberger & Berman Partners Portfolio          93.00%                6.11%    

SAFECO Equity Portfolio                        21.30%               45.05%   

SAFECO Growth Portfolio                        22.39%               46.37%   

Strong Discovery Fund II                        3.77%               13.08%   

Strong International Stock Fund II             -8.20%              -20.22%  

Van Eck Worldwide Bond Fund                     9.25%               11.78%   

Van Eck Worldwide Hard Assets Fund            -34.14%              -38.69%  



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.

First Fortis 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 Global 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 14.  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 15.  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 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 and Clayton
                  (incorporated by reference from Form S-6 Registration
                  Statement of Fortis Benefits and its Variable Account C filed
                  on December 17, 1993, File No. 33-73138).

         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 19th day of
April, 1999.

                                   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 19, 1999.

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


*                                        Chairman of the Board
 ----------------------------------
 Allen Royal Freedman

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

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

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

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

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

   /s/                                   Senior Vice President, Controller,
 ----------------------------------      Treasurer and Director (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