ICMG REGISTERED VARIABLE LIFE SEPARATE ACCOUNT ONE
S-6EL24/A, 1996-05-21
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<PAGE>

                                              Registration No. 33-63731


                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                    FORM S-6

                FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
                     OF SECURITIES OF UNIT INVESTMENT TRUSTS
                            REGISTERED ON FORM N-8B-2


A.   Exact name of trust:  ICMG Registered Variable Life Separate Account One

B.   Name of depositor:  ITT Hartford Life and Annuity Insurance Company

C.   Complete address of depositor's principal executive offices:

          P.O. Box 2999
          Hartford, CT 06104-2999

D.   Name and address of agent for service:

   
          Scott K. Richardson, Esquire
          ITT Hartford Life Insurance Companies
          P.O. Box 2999
          Hartford, CT 06104-2999
    

   
     It is proposed that this filing will become effective:

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

     ___ on May 1, 1996 pursuant to paragraph (b) of Rule 485

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

     ___ on May 1, 1996 pursuant to paragraph (a)(1) of Rule 485

     ___ this post-effective amendment designates a new effective date for
         a previously filed post-effective amendment
    

E.   Title and amount of securities being registered:
   
     Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the 
     Registrant is registering an indefinite amount of securities.  
     Registrant will file the Rule 24f-2 Notice upon completion of its first
     complete fiscal year.
    
F.   Proposed maximum aggregate offering price to the public of the securities
     being registered:  Not yet determined.

G.   Amount of Filing Fee:  Paid

H.   Approximate date of proposed public offering:

     As soon as practicable after the effective date of this registration
     statement.


<PAGE>

                                       -3-


                         RECONCILIATION AND TIE BETWEEN
                           FORM N-8B-2 AND PROSPECTUS

        Item No. of
        Form N-8B-2                CAPTION IN PROSPECTUS
        -----------                ----------------------
             1.                    Cover page

             2.                    Cover page

             3.                    Not applicable

             4.                    The Company; Distribution of the Policies

             5.                    Summary; The Separate Account

             6.                    The Separate Account

             7.                    Not required by Form S-6

             8.                    Not required by Form S-6

             9.                    Legal Proceedings

            10.                    Summary; The Funds; Detailed
                                   Description of Certificate Benefits and
                                   Provisions; Other Matters - Voting Rights,
                                   Dividends

            11.                    Summary; The Funds

            12.                    Summary; The Funds

            13.                    Deductions and Charges from the Investment
                                   Value; Distribution of the Policies; 
                                   Federal Tax Considerations

            14.                    Detailed Description of Certificate Benefits
                                   and Provisions - Enrollment for a Certificate

<PAGE>

                                       -4-


        Item No. of
        Form N-8B-2                CAPTION IN PROSPECTUS
        -----------                ----------------------
            15.                    Detailed Description of Certificate Benefits
                                   and Provisions - Allocation of Premium
                                   Payments

            16.                    The Funds; Detailed Description of 
                                   Certificate Benefits and Provisions - 
                                   Allocation of Premium Payments

            17.                    Summary; Detailed Description of Certificate
                                   Benefits and Provisions - Value Under the 
                                   Certificate and Surrender of the Certificate,
                                   The Right to Examine the Certificate

            18.                    The Funds; Detailed Description of 
                                   Certificate Benefits and Provisions - 
                                   Deduction and Charges from the Account 
                                   Value; Federal Tax Considerations

            19.                    Other Matters - Statements to Owners

            20.                    Not applicable


            21.                    Detailed Description of Certificate Benefits
                                   and Provisions - Loans

            22.                    Not applicable

            23.                    Safekeeping of the Separate Account's Assets

            24.                    Other Matters - Assignment

            25.                    The Company

            26.                    Not applicable

            27.                    The Company

            28.                    The Company; Executive Officers and 
                                   Directors

            29.                    The Company

            30.                    Not applicable

<PAGE>

                                       -5-


        Item No. of
        Form N-8B-2                CAPTION IN PROSPECTUS
        -----------                ----------------------
            31.                    Not applicable

            32.                    Not applicable

            33.                    Not applicable

            34.                    Not applicable

            35.                    Distribution of the Policies

            36.                    Not required by Form S-6

            37.                    Not applicable

            38.                    Distribution of the Policies

            39.                    The Company; Distribution of the Policies

            40.                    Not applicable

            41.                    The Company; Distribution of the Policies

            42.                    Not applicable

            43.                    Not applicable

            44.                    Detailed Description of Certificate Benefits
                                   and Provisions - Allocation of Premium 
                                   Payments

            45.                    Not applicable

            46.                    Detailed Description of Certificate Benefits
                                   and Provisions - Values Under the Certificate

            47.                    The Funds

            48.                    Cover page; The Company

            49.                    Not applicable

<PAGE>


                                       -6-


        Item No. of
        Form N-8B-2                CAPTION IN PROSPECTUS
        -----------                ----------------------
            50.                    The Separate Account

            51.                    Summary; The Company; Detailed Description
                                   of Certificate Benefits and Provisions

            52.                    The Funds - General

            53.                    Federal Tax Considerations

            54.                    Not applicable

            55.                    Not applicable

            56.                    Not required by Form S-6

            57.                    Not required by Form S-6

            58.                    Not required by Form S-6

            59.                    Not required by Form S-6


<PAGE>
   
     ITT HARTFORD LIFE AND                             ENDEAVOR I
     ANNUITY INSURANCE COMPANY                         Flexible Premium
     P.O. Box 2999                                     Variable Life Insurance
     Hartford, CT 06104-2999                           Group Policies
     Telephone (800) 243-5433
    
   This Prospectus describes a group  flexible premium variable life  insurance
 policy  (the "Group  Policies", and  each individually  a "Group  Policy") and
 certificates  of  insurance  (the  "Certificates,"  and  each  individually  a
 "Certificate")  offered  by ITT  Hartford Life  and Annuity  Insurance Company
 ("ITT Hartford"). The Certificates are designed to provide lifetime  insurance
 coverage  to the Insured(s) named in the Certificates, and maximum flexibility
 in connection  with premium  payments  and Death  Benefits, together  with  an
 opportunity  to participate  in the  investment experience  of ICMG Registered
 Variable Life  Separate Account  One.  For a  given  amount of  Death  Benefit
 chosen,  the Owner  has considerable flexibility  in selecting  the timing and
 amount of  premium  payments. In  addition  to the  Initial  Premium  payment,
 additional premium payments are also allowed.
 
   Group  Policies may be issued to a Participating Employer or to a trust that
 is adopted by  a Participating Employer.  Eligible employees of  Participating
 Employers  may own  Certificates issued  under their  respective Participating
 Employer's Group  Policy.  Unless  the  Certificate  provides  otherwise,  the
 persons  covered under the Group Policy  (the "Owners") possess all rights and
 interests  under  the  Group  Policy.   The  Owners  are  provided  with   the
 Certificates,  which describe each Owner's rights, benefits, and options under
 the Group Policy.  The Owner of  a Certificate is  the Insured unless  another
 owner has been named in the enrollment form for the Certificate.
 
   Sales  agents can  provide prospective purchasers  with individualized sales
 illustrations which  reflect all  the  fees and  charges associated  with  the
 Certificate options selected.
 
   The  Certificates  provide  for a  Death  Benefit, pursuant  to  which Death
 Proceeds are payable at the Insured's death.  You may select one of two  death
 benefit  options. Death Benefit option  A is an amount  equal to the larger of
 (1) the  Face Amount  and (2)  the Variable  Insurance Amount.  Death  Benefit
 option B is an amount equal to the larger of (1) the Face Amount plus the Cash
 Value and (2) the Variable Insurance Amount. The Death Proceeds payable to the
 Beneficiary  equal  the  Death Benefit  less  any Debt  outstanding  under the
 Certificate plus any rider benefits payable.
 
   The Investment Value of a Certificate will  also vary up or down to  reflect
 the  investment experience of  the Investment Divisions  to which Net Premiums
 have been allocated. The  Owner bears the investment  risk for all amounts  so
 allocated.
 
   Depending  upon the state of issuance  of the Certificate and the applicable
 provisions of  the  Certificate, Your  initial  Net Premium  will,  when  Your
 Certificate  is  issued,  either  be  (i) invested  in  the  HVA  Money Market
 Investment Division  during  the right  to  examine period  or  (ii)  invested
 immediately  in Your chosen Investment Divisions, upon Our receipt thereof. If
 Your initial Net  Premium is  invested immediately in  Your chosen  Investment
 Divisions, You will bear full investment risk for any amounts allocated to the
 Investment  Divisions during the  10 day right to  examine period. Please note
 that  this  automatic  immediate  investment  feature  only  applies  if  Your
 Certificate so specifies. Please check with Your agent to determine the status
 of  Your Certificate. You  must fill out  and send Us  the appropriate form or
 comply with other  designated ITT  Hartford procedures  if You  would like  to
 change how subsequent Net Premiums are allocated.
 
   The  Portfolios  underlying  the  Investment  Divisions  presently  are: the
 Hartford Bond Portfolio, Hartford Capital Appreciation Portfolio and HVA Money
 Market Portfolio  of  the Hartford  Funds;  the N&B  Partners  Portfolio,  N&B
 Balanced  Portfolio and N&B Limited Maturity Bond Portfolio of the Neuberger &
 Berman Trust;  the  Fidelity Equity  Income  Portfolio, Fidelity  High  Income
 Portfolio  and Fidelity Overseas Portfolio of the VIP Fund; the Fidelity Asset
 Manager  Portfolio  of  the  VIP  Fund  II;  and  the  Alger  American   Small
 Capitalization  Portfolio and the Alger American Growth Portfolio of the Alger
 American Fund.
 ------------------------------------------------------------------------------
 
 IT MAY  NOT  BE  ADVANTAGEOUS  TO  PURCHASE  FLEXIBLE  PREMIUM  VARIABLE  LIFE
 INSURANCE  AS A REPLACEMENT FOR YOUR CURRENT  LIFE INSURANCE OR IF YOU ALREADY
 OWN A FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY.
 ------------------------------------------------------------------------------
 
 THIS PROSPECTUS IS VALID  ONLY IF ACCOMPANIED BY  THE CURRENT PROSPECTUSES  OF
 THE APPLICABLE ELIGIBLE FUNDS WHICH CONTAIN A FULL DESCRIPTION OF THOSE FUNDS.
 ALL PROSPECTUSES SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 THESE  SECURITIES HAVE NOT BEEN APPROVED  OR DISAPPROVED BY THE SECURITIES AND
 EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE  SECURITIES
 AND  EXCHANGE COMMISSION  OR ANY STATE  SECURITIES COMMISSION  PASSED UPON THE
 ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
 A CRIMINAL OFFENSE.
 ------------------------------------------------------------------------------
    
 The date of this Prospectus is June xx, 1996.
     
 ------------------------------------------------------------------------------
<PAGE>

                               TABLE OF CONTENTS
   
<TABLE>
<CAPTION>
                                                                           PAGE
 <S>                                                                       <C>
 SPECIAL TERMS...........................................................    4
 SUMMARY.................................................................    6
 THE COMPANY.............................................................    8
 THE SEPARATE ACCOUNT....................................................    9
 THE FUNDS...............................................................    9
   General...............................................................    9
     Hartford Mutual Funds...............................................   10
     The Neuberger & Berman Advisers Managers Trust......................   10
     Variable Insurance Products Fund and Variable Insurance Products
      Fund II............................................................   10
     The Alger American Fund, Inc........................................   10
   The Portfolios........................................................   11
 DETAILED DESCRIPTION OF CERTIFICATE BENEFITS AND PROVISIONS.............   12
   General...............................................................   12
   Issuance of a Certificate.............................................   12
   Premiums..............................................................   13
     Premium Payment Flexibility.........................................   13
     Allocation of Premium Payments......................................   13
     Accumulation Units..................................................   13
     Accumulation Unit Values............................................   14
     Premium Limitation..................................................   14
   Values Under the Certificate..........................................   14
   Surrender of the Certificate..........................................   14
     Partial Withdrawals.................................................   15
   Transfers Between the Investment Divisions............................   15
     Amount and Frequency of Transfers...................................   15
     Transfers to or from Investment Divisions...........................   15
     Procedures for Telephone Transfers..................................   16
   Valuation of Payments and Transfers...................................   16
   Loans.................................................................   16
     Loan Interest.......................................................   16
     Credited Interest...................................................   16
     Loan Repayments.....................................................   17
     Termination Due to Excessive Debt...................................   17
     Effect of Loans on Investment Value.................................   17
   Death Benefit.........................................................   17
     Death Benefit Options...............................................   17
     Option Change.......................................................   17
     Payment Options.....................................................   18
     Legal Developments Regarding Income Payments........................   18
     Beneficiary.........................................................   18
     Increases and Decreases in Face Amount..............................   18
   Benefits at Maturity..................................................   19
   Termination of Participation in the Group Policy......................   19
   Lapse and Reinstatement While the Group Policy is in Effect...........   19
     Lapse and Grace Period..............................................   19
     Reinstatement.......................................................   20
   Enrollment for a Certificate..........................................   20
     The Right to Examine the Certificate................................   20
   Deductions From the Premium...........................................   20
     Front-end Sales Load................................................   20
     Premium Related Tax Charge..........................................   21
     DAC Tax Charge......................................................   21
   Deductions and Charges From the Investment Value......................   21
     Monthly Deduction Amounts...........................................   21
</TABLE>
 
                                       2
<PAGE>
<TABLE>
 <S>                                                                       <C>
     Mortality and Expense Risk Charge...................................   22
     Taxes...............................................................   22
 OTHER MATTERS...........................................................   22
   Additions, Deletions or Substitutions of Investments..................   22
   Voting Rights.........................................................   23
   Our Rights............................................................   23
   Statements to Owners..................................................   24
   Limit on Right to Contest.............................................   24
   Misstatement as to Age or Sex.........................................   24
   Assignment............................................................   24
   Dividends.............................................................   24
   Experience Credits....................................................   24
 SUPPLEMENTAL BENEFITS...................................................   25
   Maturity Date Extension Rider.........................................   25
 EXECUTIVE OFFICERS AND DIRECTORS........................................   25
 DISTRIBUTION OF THE GROUP POLICIES......................................   27
 SAFEKEEPING OF THE SEPARATE ACCOUNT ASSETS..............................   27
 FEDERAL TAX CONSIDERATIONS..............................................   27
   General...............................................................   27
   Taxation of the Company and the Separate Account......................   27
   Income Taxation of Certificate Benefits...............................   28
   Modified Endowment Contracts..........................................   28
   Diversification Requirements..........................................   28
   Federal Income Tax Withholding........................................   29
   Other Tax Considerations..............................................   29
 LEGAL PROCEEDINGS.......................................................   29
 EXPERTS.................................................................   29
 REGISTRATION STATEMENT..................................................   29
 APPENDIX A -- ILLUSTRATION OF DEATH BENEFITS, ACCOUNT VALUES AND CASH
    SURRENDER VALUES.....................................................   30
 FINANCIAL STATEMENTS....................................................   31
</TABLE>
    
    The Group Policies may not be available in all states.
 
    THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH  OFFERING MAY NOT BE LAWFULLY MADE. NO DEALER OR OTHER PERSON IS AUTHORIZED
TO GIVE ANY  INFORMATION OR  MAKE ANY  REPRESENTATIONS IN  CONNECTION WITH  THIS
OFFERING  OTHER THAN THOSE CONTAINED  IN THIS PROSPECTUS AND,  IF GIVEN OR MADE,
SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED ON.
 
                                       3
<PAGE>
                                 SPECIAL TERMS
 
    As used in this Prospectus, the following terms have the indicated meanings:
 
ACCUMULATION  UNIT: An accounting unit of measure used to calculate the value of
an Investment Division.
 
ADJUSTABLE LOAN  INTEREST RATE:  The  interest rate  charged  on Loans  that  is
adjusted  from time to  time by ITT  Hartford. The method  of calculation of the
Adjustable Loan Interest Rate is described later in this Prospectus.
 
ATTAINED AGE: The Issue Age plus the period since the Coverage Date.
 
CASH SURRENDER VALUE: The  Cash Value, less Debt,  less any charges accrued  but
not yet deducted.
 
CASH VALUE: The Investment Value plus the Loan Account Value.
 
CERTIFICATE:  The form evidencing  and describing the  Owner's rights, benefits,
and options under the Group Policy.  The Certificate will describe, among  other
things,  (i) the benefits for  the named Insured, (ii)  to whom the benefits are
payable and (iii) the limits and other terms of the Group Policy as they pertain
to the Insured.
 
CERTIFICATE ANNIVERSARY: An anniversary of the Coverage Date.
 
CHARGE DEDUCTION DIVISION:  An Investment  Division from which  all charges  are
deducted if so designated in the enrollment form or later elected.
 
CODE: The Internal Revenue Code of 1986, as amended.
 
COVERAGE  DATE: The date insurance  under the Certificate is  effective as to an
Insured shown in the Specifications and is used to determine Coverage Years  and
months from issue.
 
COVERAGE  YEAR(S):  The 12  month period  following the  Coverage Date  and each
anniversary thereof.
 
CUSTOMER SERVICE  CENTER: The  service area  of ITT  Hartford Life  and  Annuity
Insurance Company.
 
DEATH  BENEFIT:  The Death  Benefit option  in effect  determines how  the Death
Benefit is calculated. The two Death  Benefit options provided are described  in
the Death Benefit section of this Prospectus.
 
DEATH  PROCEEDS: The Death Benefit less outstanding Debt plus any rider benefits
payable.
 
DEBT: The aggregate amount  of outstanding Loans, plus  any interest accrued  at
the Adjustable Loan Interest Rate.
 
FACE  AMOUNT: The minimum Death Benefit as  long as the Certificate is in force.
It is specified at issue and may be changed after issue on request, or due to  a
change in Death Benefit option or a partial withdrawal.

   
FUNDS:  The registered open-end management  investment companies in which 
assets of the Investment Divisions of the Separate Account may be invested. 
Currently, the Funds include: (i) the Hartford Mutual Funds ("The Hartford 
Funds"), managed by the Hartford Investment Management Company 
("HIMCO"); (ii) the Neuberger & Berman Advisers Management Trust (the "Neuberger
& Berman Trust"), managed by Neuberger & Berman  Management  Incorporated  ("N&B
Management"); (iii)  the Variable Insurance Products  Fund (the  "VIP  Fund"), 
managed  by Fidelity Management & Research  Company ("FM&R");  (iv) the Variable
Insurance Products Fund II (the "VIP II Fund"), managed by  FM&R; and (v) the 
Alger American Fund (the  "Alger Fund"), managed by Fred Alger Management, Inc.
("F.A. Management").
    
 
GENERAL  ACCOUNT: The assets of  ITT Hartford other than  those allocated to the
Separate Account.
 
GRACE PERIOD: The 61 day period following  the date We mail to the Owner  notice
that the Cash Surrender Value is insufficient to pay the charges due. Unless the
Owner  has given Us written notice of the  termination in advance of the date of
termination of any  Certificate, insurance  will continue in  force during  this
period.
 
GROUP  POLICY: The flexible  premium variable life  insurance contract issued by
ITT Hartford and described in this Prospectus.
 
ITT HARTFORD  (ALSO  REFERRED TO  AS  "WE,"  "US," "OUR,"  THE  "COMPANY"):  ITT
Hartford Life and Annuity Insurance Company.
 
IN WRITING: In a written form satisfactory to Us.
 
INITIAL  PREMIUM:  The  amount  of  premium  initially  payable  shown  on  Your
Certificate Specifications.
 
INSURED: The person  on whose  life the Certificate  is issued.  The Insured  is
identified in the Certificate Specifications.
 
INVESTMENT  DIVISION: A separate division of  the Separate Account which invests
exclusively in  the shares  of a  specified Portfolio  of a  Fund. The  Separate
Account  currently  offers  12  Investment  Divisions:  (i)  the  Hartford  Bond
Investment Division, (ii) the Hartford Capital Appreciation Investment Division,
(iii) the  HVA  Money Market  Investment  Division, (iv)  the  N&B  Appreciation
Investment  Division, (v)  the N&B  Balanced Investment  Division, (vi)  the N&B
Limited Maturity  Bond Investment  Division, (vii)  the Fidelity  Equity  Income
Investment Division,
 
                                       4
<PAGE>

(viii)  the Fidelity High Income Investment Division, (ix) the Fidelity Overseas
Investment Division, (x)  the Fidelity Asset  Manager Investment Division,  (xi)
the  Alger American  Small Capitalization  and (xii)  the Alger  American Growth
Investment Division.
 
INVESTMENT VALUE: The sum  of the values of  assets in the Investment  Divisions
under the Certificate.
 
ISSUE AGE: The Insured's age on the birthday nearest to the Coverage Date.
 
LOAN: Any amount borrowed against the Investment Value under a Certificate.
 
LOAN ACCOUNT: That portion of the Company's General Account to which amounts are
transferred  as a result of  a Loan. The Loan  Account is credited with interest
and does not participate in the investment experience of the Separate Account.
 
LOAN ACCOUNT VALUE: The amounts of the Investment Value transferred to (or from)
the General  Account  to  secure  Loans, plus  interest  accrued  at  the  daily
equivalent of an annual rate equal to the Adjustable Loan Interest Rate actually
charged, reduced by not more than 1%.
 
MATURITY  DATE: The date on which an  Insured's coverage matures as shown in the
Certificate Specifications. We will pay the Cash Surrender Value, if any, if the
Insured is living on the Maturity Date, upon surrender of the Certificate to ITT
Hartford.
 
MONTHLY DEDUCTION  AMOUNT: The  fees and  charges deducted  from the  Investment
Value on the Processing Date.
 
NET  PREMIUM:  The  amount  of  premium  actually  credited  to  the  Investment
Divisions.
 
NET AMOUNT AT RISK: The Death Benefit less the Cash Value.
 
NYSE: The New York Stock Exchange.
 
OWNER (ALSO REFERRED  TO AS  "YOU" OR  "YOUR"): The  person or  legal entity  so
designated  in the enrollment form or as  subsequently changed. The Owner may be
someone other than the Insured. The  Owner possesses all rights under the  Group
Policy with respect to the Certificates.
 
PARTICIPATING  EMPLOYER: A  participating employer,  or a  trust sponsored  by a
participating employer, to which ITT Hartford issues the Group Policy  described
in this Prospectus.
 
PORTFOLIO: A separate mutual fund of The Hartford Fund or series or portfolio of
the  remaining  Funds. There  are currently  12  Portfolios available  under the
Policies: the Hartford Bond, Hartford Capital Appreciation and HVA Money  Market
mutual  funds of The Hartford Funds; the  N&B Appreciation, N&B Balanced and N&B
Limited Maturity Bond portfolios of the  Neuberger & Berman Trust; the  Fidelity
Equity  Income, Fidelity High Income and Fidelity Overseas portfolios of the VIP
Fund; the Fidelity Asset  Manager portfolio of  the VIP Fund  II; and the  Alger
American  Small Capitalization and Alger American Growth portfolios of The Alger
American Fund.
 
PRO RATA BASIS: An allocation method  based on the proportion of the  Investment
Value in each Investment Division.
 
PROCESSING  DATE(S): The day(s)  on which We deduct  charges from the Investment
Value. The first  Processing Date is  the Coverage Date.  There is a  Processing
Date  each month.  Later Processing Dates  are on  the same calendar  day as the
Coverage Date, or on the last day of any month which has no such calendar day.
 
PROCESSING PERIOD: The  period from  the Coverage  Date to  the next  Processing
Date, and thereafter, the period from one Processing Date to the next.
 
SEC: The Securities and Exchange Commission.
 
SEPARATE ACCOUNT: ICMG Registered Variable Life Separate Account One, an account
established  by ITT Hartford Life and  Annuity Insurance Company to separate the
assets funding the  Group Policies from  other assets of  ITT Hartford Life  and
Annuity Insurance Company.
 
VALUATION  DAY: Each business day that ITT  Hartford and each of the Funds value
their respective investment  portfolios, unless  the Certificate  Specifications
indicate  otherwise. A business day  is any day the NYSE  is open for trading or
any day  the Securities  and  Exchange Commission  (the "SEC")  requires  mutual
funds,  unit investment trusts or other  investment portfolios to be valued. The
value of the Separate Account is determined at the close of the NYSE  (currently
4:00 p.m. Eastern Time) on such days.
 
VALUATION  PERIOD:  The  period  between the  close  of  business  on successive
Valuation Days.
 
VARIABLE INSURANCE AMOUNT: The Cash Value multiplied by the applicable  variable
insurance factor provided in the Certificate Specifications.
 
                                       5
<PAGE>
                                    SUMMARY
 
THE GROUP POLICY

   
    The  flexible  premium  variable  life  insurance  Group  Policies,  and the
Certificates, offered by this Prospectus are funded by ICMG Registered  Variable
Life   Separate  Account  One  (the  "Separate  Account"),  a  separate  account
established by ITT Hartford pursuant to Connecticut insurance law and organized
as a unit investment trust registered under the Investment Company Act of 1940
(the "1940 Act").  The  Separate Account is presently comprised of 12 Investment
Divisions, each of which invests exclusively in one of the underlying Portfolios
offered by the Funds.
    
 
    Depending  upon the state of issuance of Your Certificate and the applicable
provisions of  Your  Certificate,  Your  initial Net  Premium  will,  when  Your
Certificate is issued, either be (1) invested in the HVA Money Market Investment
Division  during the right to examine period or (2) invested immediately in Your
chosen Investment  Divisions, upon  Our  receipt thereof.  IF YOUR  INITIAL  NET
PREMIUM  IS INVESTED IMMEDIATELY  IN YOUR CHOSEN  INVESTMENT DIVISIONS, YOU WILL
BEAR FULL INVESTMENT RISK FOR ANY AMOUNTS ALLOCATED TO THE INVESTMENT  DIVISIONS
DURING  THE RIGHT TO  EXAMINE PERIOD. Please note  that this automatic immediate
investment feature only applies if  Your Certificate so specifies. Please  check
with  Your agent to determine the status  of Your Certificate. You must fill out
and send Us the appropriate form In Writing or comply with other designated  ITT
Hartford  procedures if You would like to change how subsequent Net Premiums are
allocated. See "Allocation of Premium Payments," page   .
 
    Pursuant to the Certificates, each selected Investment Division is  credited
with  Accumulation  Units and  each  selected Investment  Division's  assets are
invested  in   the  applicable   underlying   Portfolio.  Subject   to   certain
restrictions,  an  Owner may  transfer  amounts among  the  available Investment
Divisions. See "Detailed Description of  Certificate Benefits and Provisions  --
Transfers Between Investment Divisions," page   .
 
    The  Group Policies are  first and foremost life  insurance policies and the
Certificates evidencing an Owner's  interest in the  Group Policies provide  for
death  benefits, cash values,  and other features  traditionally associated with
life insurance. The Group Policies  are called "flexible premium" because,  once
the  desired  level  and  pattern  of Death  Benefits  have  been  determined, a
purchaser has considerable flexibility in the selection of the timing and amount
of premium to be paid. The Group Policies are called "variable" because,  unlike
the  fixed benefits of  an ordinary whole life  insurance policy, the Investment
Value under a Certificate will, and the Death Benefit may, increase or  decrease
depending  on the investment experience of the Investment Divisions to which the
Net premiums  have  been allocated.  See  "Detailed Description  of  Certificate
Benefits and Provisions -- Death Benefit," page   .
 
DEATH BENEFIT
 
    The  Certificates provide for two Death Benefit options. Under Death Benefit
option A, the Death  Benefit is an amount  equal to the larger  of (1) the  Face
Amount  and (2) the Variable Insurance Amount. Under Death Benefit option B, the
Death Benefit is an amount equal to the  larger of (1) the Face Amount plus  the
Cash  Value and (2) the Variable Insurance  Amount. At the death of the Insured,
We will pay the Death Proceeds to the Beneficiary. The Death Proceeds equal  the
Death  Benefit less outstanding  Debt plus any rider  benefits payable under the
Certificate. See "Detailed Description of Certificate Benefits and Provisions  -
Death Benefit," page   .
 
PREMIUM
 
    You  have considerable flexibility  as to when  and in what  amounts You pay
premiums.
 
    No premium payment will be accepted which causes the Certificate to not meet
the tax qualification guidelines for life insurance under the Code.
 
GENERAL ACCOUNT
 
    Amounts allocated to the Loan  Account to secure a  Loan become part of  the
General  Account assets of ITT Hartford. ITT  Hartford invests the assets of the
General Account in accordance with  applicable law governing the investments  of
insurance  company general  accounts. See  "Detailed Description  of Certificate
Benefits and Provisions -- Loans" for a discussion of Loan repayments, page   .
 
                                       6
<PAGE>
DEDUCTIONS FROM PREMIUM
 
    Prior to the allocation of premiums to the selected Investment Divisions,  a
deduction as a percentage of premium is made for the front-end sales load, state
premium  taxes, and the Deferred Acquisition Cost ("DAC") tax charge. The amount
of each premium allocated among the Investment Divisions is Your Net Premium.
 
FRONT-END SALES LOAD
 
    When We receive  a Premium Payment,  We deduct a  front-end sales load.  The
current  and maximum front-end sales load is 9% of any premium paid for Coverage
Years 1 through 7 and 7% of any premium paid in Coverage Years 8 and later.
 
    Front-end sales  loads  which  cover  expenses  relating  to  the  sale  and
distribution  of  the  Certificates may  be  reduced  for certain  sales  of the
Certificates under circumstances which may result  in savings of such sales  and
distribution expenses. For more information concerning the front-end sales load,
see "Deductions from the Premium", page   .
 
LIMITS ON FRONT-END SALES LOADS
 
    The   aggregate  front-end  sales  load  will  not  exceed  the  sales  load
limitations specified by the SEC. Certain Federal securities and State insurance
laws and  regulations limit  the front-end  sales loads  which can  be  assessed
against the Certificates. The front-end sales loads assessed in the Certificates
comply with these limitations.
 
PREMIUM RELATED TAX CHARGE
 
    We  deduct a percentage of each premium  to cover taxes assessed against ITT
Hartford by various states and jurisdictions that are attributable to  premiums.
The  percentage actually deducted will vary by locale depending on the tax rates
in effect there. The range is generally between 0% and 4%.
 
DAC TAX CHARGE
 
    The Company deducts  1.25% of each  premium to cover  a federal premium  tax
assessed  against  the Company.  This charge  is reasonable  in relation  to the
Company's federal income tax  burden, under Internal  Revenue Code Section  848,
resulting  from the  receipt of  premiums. We  will adjust  the charge  based on
changes in the applicable tax law.
 
DEDUCTIONS AND CHARGES FROM THE INVESTMENT VALUE
 
    As with many other types of  insurance policies, each Certificate will  have
an  Investment Value. The  Investment Value of the  Certificate will increase or
decrease  to  reflect  the  investment  experience  of  the  chosen   Investment
Divisions,   deductions  for  the  Monthly  Deduction  Amount  and  any  amounts
transferred from the  Investment Divisions into  the Loan Account.  There is  no
minimum  guaranteed  Investment  Value  and  the Owner  bears  the  risk  of the
investment in the underlying Fund  Portfolios. See "Detailed Description of  the
Certificate Benefits and Provisions -- Investment Value," page   .
 
    We  will  subtract amounts  from Your  Investment Value  to provide  for the
Monthly Deduction  Amount.  These  will  be  taken  from  the  Charge  Deduction
Division,  as  specified  in the  Certificate  Specifications, or  if  no Charge
Deduction Division is selected or if  there is insufficient Investment Value  in
the  Charge Deduction Division, on a Pro  Rata Basis from Your chosen Investment
Divisions on each Processing Date.
 
    The Monthly Deduction Amount equals:
 
      (a) the administrative expense charge; plus
 
      (b) the charges for cost of insurance and additional benefits provided  by
          rider, if any.
 
    ITT  Hartford may also  set up a  provision for income  taxes imposed on the
assets of the Separate Account. See "Deductions and Charges From the  Investment
Value," page   and "Federal Tax Considerations," page   .
 
                                       7
<PAGE>

    A  charge is made for  mortality and expense risks  assumed by ITT Hartford.
ITT Hartford deducts a daily charge at  a maximum effective annual rate of  .65%
of  the value of  each Investment Division's assets.  For more information about
the Monthly Deduction Amount,  see "Deductions and  Charges From the  Investment
Value," page   .
 
CHARGES AGAINST THE FUNDS
 
    The Separate Account purchases Fund shares at net asset value. The net asset
value   of  the   portfolio  shares   reflects  investment   advisory  fees  and
administrative and  other  expenses  deducted  from the  assets  of  the  Funds.
Applicants  should review  the prospectuses for  the Funds  which accompany this
Prospectus for a description of the charges assessed against the assets of  each
of the Funds.

   
    Total fund operating expenses in 1995, including management fees, were .53% 
for Hartford Bond Fund; .68% for Hartford Capital Appreciation Fund, .45% for 
HVA Money Market Fund; 1.15% for Neuberger & Berman Partners Portfolio; 1.04% 
for Neuberger & Berman Balanced Portfolio; .75% for Neuberger & Berman 
Limited Maturity Bond Portfolio; .61% for Fidelity Equity-Income Portfolio; 
 .71% for Fidelity High Income Portfolio; .91% for Fidelity Overseas 
Portfolio; .79% for Fidelity Asset Manager Portfolio; .92% for Alger American
Small Capitalization Portfolio; and .85% for Alger American Growth Portfolio.
    

LOANS
 
    An  Owner may obtain a  cash Loan from ITT Hartford.  The Loan is secured by
the Owner's Certificate. The maximum Loan amount is equal to the sum of the Cash
Surrender Value plus outstanding Debt, multiplied by .90, less outstanding Debt.
See "Detailed Description of Certificate Benefits and Provisions -- Loans," page
  .
 
THE RIGHT TO EXAMINE THE CERTIFICATE
 
    An applicant has a limited right  to return his or her Certificate.  Subject
to applicable state regulations, if the applicant returns the Certificate within
10  days  after delivery  of the  Certificate  ITT Hartford  will return  to the
applicant, within seven days thereafter, either (i) the premium paid or (ii) the
Cash Value  under the  Certificate  plus charges  deducted.  See "The  Right  to
Examine the Certificate," page   .
 
TAX CONSEQUENCES
 
    The  current Federal tax  law generally excludes  all Death Benefit payments
from the gross income of the Beneficiary under the Certificate. See "Federal Tax
Considerations," page   .
 
    There are circumstances when the Certificate may become a Modified Endowment
Contract  under  federal  tax  law.  If  it  does,  Loans  and  other  pre-death
distributions  are includable  in gross income  on an income-first  basis. A 10%
penalty tax may be imposed on income distributed before the insured attains  age
59 1/2. Prospective purchasers and Owners are advised to consult a qualified tax
adviser  before taking steps  that may affect whether  the Certificate becomes a
Modified Endowment Contract. ITT Hartford  has instituted procedures to  monitor
whether  a Certificate may become a modified endowment contract after issue. See
"Federal Tax Considerations -- Modified Endowment Contract" for a discussion  of
the "seven pay test", page   .

                                 THE COMPANY 
   
    ITT Hartford Life and Annuity Insurance Company ("ITT Hartford"), formerly 
ITT Life Insurance Corporation, was originally incorporated under the laws of 
Wisconsin on January 9, 1956.  ITT Hartford was redomiciled to Connecticut on 
May 1, 1996.  It is a stock life insurance company engaged in the business of 
writing both individual and group life insurance and annuities in all states 
including the District of Columbia, except New York.  The offices of ITT 
Hartford are located in Minneapolis, Minnesota; however, its mailing address 
is P.O. Box 5085, Hartford, Connecticut 06102-5085.

    ITT Hartford is a wholly-owned subsidiary of Hartford Life Insurance
Company. ITT Hartford is ultimately 100% owned by Hartford Fire Insurance 
Company, one of the largest multiple lines insurance carriers in the United
States.  On December 20, 1995, Hartford Fire Insurance Company became an 
independent, publicly traded corporation.

    ITT Hartford is rated A+ (superior) by A.M. Best and Company, Inc. on the 
basis of its financial soundness and operating performance.  ITT Hartford is 
rated AA+ by both Standard & Poor's and Duff and Phelps on the basis of its 
claims paying ability. However, the policy obligations under this variable 
life insurance Group Policy are the general corporate obligations of ITT 
Hartford. These ratings do apply to ITT Hartford's ability to meet its 
insurance obligations under the Group Policy.
    
                                       8
<PAGE>

   
    ITT Hartford is subject to Connecticut law governing insurance companies and
is regulated  and supervised by  the Connecticut Commissioner of Insurance.  Its
books and assets are subject to review or examination by the Commissioner or his
agents at all times, and  a full examination of  its operations is conducted  by
the  National Association of Insurance Commissioners at least once in every four
years.  In  addition,  ITT  Hartford  is  subject  to  the  insurance  laws  and
regulations  of any jurisdiction  in which it sells  its insurance policies. ITT
Hartford is  also subject  to  various Federal  and  state securities  laws  and
regulations.
    
                              THE SEPARATE ACCOUNT
 
   
   ICMG  Registered Variable  Life Separate Account  One is  a separate account
established by ITT Hartford on October 9,  1995 under the insurance laws of  the
State  of Connecticut,  pursuant  to a resolution  of  ITT  Hartford's  Board of
Directors. The Separate Account is organized  as a unit investment trust and  is
registered  with the SEC under the 1940  Act. Such registration does not signify
that the SEC supervises the management  or the investment practices or  policies
of  the  Separate  Account.  The  Separate Account  meets  the  definition  of a
"separate account" under the federal securities laws.
 
    Under  Connecticut  law,  the  assets  of  the  Separate  Account  are  held
exclusively for the benefit of Owners and persons entitled to payments under the
Group Policies and  the Certificates and owners of any  other policies which may
be available through  the Separate Account.  The  assets of the Separate Account
are  owned by the Company  and the obligations  under the Group Policies and the
Certificates are obligations of  the Company. These  assets are held  separately
from  the other assets of  the Company and income,  gains and losses incurred on
the assets in the Separate Account, whether or not realized, are credited to  or
charged  against the Separate  Account without regard to  other income, gains or
losses of the Company (except to the extent that assets in the Separate  Account
exceed  the reserves and other liabilities  of the Separate Account). Therefore,
the investment performance of  the Separate Account  is entirely independent  of
the  investment performance of the General  Account assets or any other separate
account maintained by the Company.
    
 
    The Separate  Account has  12 Investment  Divisions dedicated  to the  Group
Policies,  each  of which  invests solely  in a  corresponding Portfolio  of the
Funds. Additional Investment Divisions may  be established at the discretion  of
the  Company. The  Separate Account  may in  the future  include other divisions
which will not be available under the Group Policies.
 
                                   THE FUNDS
 
GENERAL
 
    The shares of the Portfolios are sold  by the Funds to the Separate  Account
and  may be sold  to other separate  accounts of ITT  Hartford or its affiliates
which fund similar  variable annuity  or variable life  insurance products.  The
assets  of the Separate Account attributable  to the Group Policies are invested
exclusively in one of  the Investment Divisions. An  Owner may allocate  premium
payments  among  the Investment  Divisions. Owners  should review  the following
brief descriptions of  the investment objectives  of each of  the Portfolios  in
connection with that allocation.
 
    Each  Fund continually  issues an  unlimited number  of full  and fractional
shares of  beneficial  interest in  the  relevant Portfolios.  Such  shares  are
offered to separate accounts, including the Separate Account, established by ITT
Hartford  or  one of  its affiliated  companies specifically  to fund  the Group
Policies and  other  policies  issued  by ITT  Hartford  or  its  affiliates  as
permitted by the 1940 Act.
 
    All investment income of and other distributions to each Investment Division
arising from the applicable Portfolio are reinvested in shares of that Portfolio
at  net asset value. ITT  Hartford will purchase Fund  shares in connection with
premium payments allocated to the  applicable Investment Division in  accordance
with  Owners' directions and  will redeem Fund shares  to meet obligations under
the Group Policies and the Certificates or make adjustments in reserves, if any.
The Funds  are  required to  redeem  Portfolio shares  at  net asset  value  and
generally to make payment within 7 days.
 
    Applicants  should read the prospectuses for  each of the Funds accompanying
this Prospectus in connection with the purchase of a Certificate. The investment
objectives of each of the Portfolios are as set forth in "The Portfolios,"  page
  .
 
                                       9
<PAGE>

 HARTFORD MUTUAL FUNDS (COLLECTIVELY, THE "HARTFORD FUNDS")
 
        The  Separate Account currently invests in the Hartford Funds, which are
    each diversified  open-end  management investment  companies.  The  Hartford
    Funds  are each  organized as  corporations under the  laws of  the State of
    Maryland and are registered as investment companies under the 1940 Act.

 
   
        The investment adviser for the Hartford Funds is The Hartford Investment
    Management Company ("HIMCO"), a  wholly-owned  subsidiary of  Hartford  Life
    Insurance  Company and a registered investment adviser under  the Investment
    Advisers Act  of 1940.  HIMCO was organized  under the  laws of the State of
    Connecticut in  October of 1981.  HIMCO provides  investment advice  and, in
    general, supervises the  management and investment  program of  the Hartford
    Bond and  HVA Money Market  Portfolios,  pursuant  to an Investment Advisory
    Agreement entered into on behalf of each of these Portfolios for which HIMCO
    receives a fee. HIMCO also supervises the investment program of the Hartford
    Capital  Appreciation  Portfolio,  pursuant  to  an  Investment   Management
    Agreement  for which  HIMCO receives  a  fee. In  addition, with respect  to
    the  Hartford  Capital  Appreciation  Portfolio, HIMCO  has a Sub-Investment
    Advisory  Agreement  with  Wellington  Management  Company ("Wellington 
    Management") to provide an investment program to HIMCO for utilization by
    HIMCO in rendering services  to  this  Portfolio.   Wellington Management is
    a  professional  investment counseling firm which provides investment
    services to  investment companies, other  institutions and individuals.
    Wellington Management is  organized as a  private Massachusetts  partnership
    and  its predecessor  organizations have provided investment  advisory
    services to investment  companies  since  1933  and to investment counseling
    clients since 1960.  See the accompanying prospectuses for  the  Hartford
    Funds for a  more  complete  description  of HIMCO and Wellington Management
    and their respective fees. 
    
 
 THE NEUBERGER & BERMAN ADVISERS MANAGERS TRUST (THE "NEUBERGER & BERMAN TRUST")
 
   
        The Separate Account currently invests in the Neuberger & Berman  Trust,
    a diversified open-end management investment company organized as a Delaware
    business  trust. The Neuberger & Berman  Trust consists of seven portfolios,
    including the  N&B Partners,  N&B  Balanced and  N&B Limited  Maturity  Bond
    Portfolios available as part of Endeavor I.  Each portfolio of the Neuberger
    & Berman Trust  invests its assets in a corresponding series of the Advisers
    Managers  Trust,  which is  also an  open-end management  investment company
    registered  under the 1940 Act  and is  organized  as a  New York common-law
    trust.  The investment performance of the N&B Partners, 
    N&B Balanced and N&B Limited Maturity Bond Portfolios will directly 
    correspond with the investment performance of the corresponding series 
    of the Advisors Management Trust. This "Master/feeder Fund" structure is 
    different from that of many other investment companies which directly 
    acquire and manage their own portfolios of securities. 
    

        The N&B Funds are advised by Neuberger & Berman Management Incorporated.
    Neuberger  &  Berman, L.P.  serves as  the sub-adviser  for the  N&B Limited
    Maturity Bond Portfolio.
 
 VARIABLE INSURANCE PRODUCTS FUND AND VARIABLE INSURANCE PRODUCTS FUND II
  (EACH, A "FIDELITY FUND" AND COLLECTIVELY, THE "FIDELITY FUNDS")
 
   
        The Separate  Account  currently invests  in  both Fidelity  Funds.  The
    Fidelity  Funds  are diversified,  open-end management  investment companies
    organized as Massachusetts business trusts by Fidelity Management & Research
    Company ("FMR")  and  registered under  the  1940 Act.  Each  Fidelity  Fund
    consists of several investment portfolios, including the Equity-Income, High
    Income,  Overseas  and Asset  Manager Portfolios  available  as part  of 
    Endeavor I.
 
        The Fidelity Funds are  each managed  by FMR.  FMR is  one of  America's
    largest  investment management organizations.  It  is composed  of a  number
    of  different companies,  which provide a variety of  financial services and
    products. FMR is the original Fidelity company, founded in 1946. It provides
    a number of  mutual funds and  other clients with  investment  research  and
    portfolio management services.
    
 
 THE ALGER AMERICAN FUND, INC. (THE "ALGER AMERICAN FUND")
 
   
        The  Separate Account currently invests in  shares of the Alger American
    Fund, a diversified open-end management investment company registered  under
    the  1940 Act  and organized  as a  Massachusetts business  trust. The Alger
    American Fund consists  of six  series, including the  Alger American  Small
    Capitalization  and Alger  American Growth  Portfolios available  as part of
    Endeavor I.
    

        The  Alger  American  Fund  is managed  by  Fred  Alger  Management, Inc
    ("FAM"), a subsidiary of Alger Inc., which is in turn a subsidiary of  Alger
    Associates,  Inc., a financial services holding company. FAM has been in the
    business of providing investment advisory services since 1964.
 
                                       10
<PAGE>
                                 THE PORTFOLIOS
 
 HARTFORD BOND FUND, INC. ("HARTFORD BOND PORTFOLIO")
 
        The Hartford  Bond Portfolio  seeks to  achieve maximum  current  income
    consistent with preservation of capital. This Portfolio invests primarily in
    fixed-income securities.
 
 HARTFORD CAPITAL APPRECIATION FUND, INC. ("HARTFORD CAPITAL APPRECIATION
PORTFOLIO")
 
        The  Hartford Capital Appreciation Portfolio  seeks to achieve growth of
    capital by investing in securities selected solely on the basis of potential
    for capital appreciation;  income, if any,  is an incidental  consideration.
    This  Portfolio  invests  primarily  in  equity  securities  and  securities
    convertible into equity securities.
 
 HVA MONEY MARKET FUND, INC. ("HVA MONEY MARKET PORTFOLIO")
 
        The HVA Money Market Portfolio  seeks to achieve maximum current  income
    consistent  with  liquidity  and  preservation  of  capital.  This Portfolio
    invests in short-term money market instruments.
 
 NEUBERGER & BERMAN PARTNERS PORTFOLIO ("N&B PARTNERS PORTFOLIO")
 
        The N&B  Partners  Portfolio  seeks  to  achieve  capital  growth.  This
    Portfolio invests primarily in common stocks of established companies, using
    a  value-oriented  investment  approach designed  to  increase  capital with
    reasonable risk.  Its investment  program seeks  securities believed  to  be
    undervalued  based  on  strong fundamentals  such  as  low price-to-earnings
    ratios, consistent cash flow and support from asset values.
 
 NEUBERGER & BERMAN BALANCED PORTFOLIO ("N&B BALANCED PORTFOLIO")
 
        The N&B Balanced Portfolio seeks to achieve long-term capital growth and
    reasonable current  income without  undue risk  to principal.  Under  normal
    circumstances,  this Portfolio  will invest  50% to 70%  of its  assets in a
    diversified  portfolio  of  common   stocks  of  companies  that,   although
    potentially  temporarily out  of favor  in the  market, have  strong balance
    sheets and  reasonable  valuations  relative to  their  growth  rates.  This
    Portfolio  will invest  its remaining assets  in a  diversified portfolio of
    short-term and intermediate-term U.S.  government and agency securities  and
    other investment grade debt securities.
 
 NEUBERGER & BERMAN LIMITED MATURITY BOND PORTFOLIO ("N&B LIMITED MATURITY BOND
PORTFOLIO")
 
        The  N&B Limited  Maturity Bond Portfolio  seeks to  achieve the highest
    current income  consistent with  low risk  to principal  and liquidity;  and
    secondarily, total return. This Portfolio invests in a diversified portfolio
    of  fixed and variable rate short-term and intermediate-term U.S. government
    and agency securities and other investment grade debt securities.
 
 FIDELITY EQUITY-INCOME PORTFOLIO ("FIDELITY EQUITY-INCOME PORTFOLIO")
 
        The  Fidelity  Equity-Income  Portfolio   seeks  reasonable  income   by
    investing primarily in income-producing equity securities. In choosing these
    securities,  the  Portfolio will  also  consider the  potential  for capital
    appreciation. This Portfolio's goal is to achieve a yield which exceeds  the
    composite  yield on  the securities comprising  the Standard  & Poor's Daily
    Stock Price Index  of 500 Common  Stocks. The Portfolio  may invest in  high
    yielding,  lower-rated  securities (commonly  referred  to as  "junk bonds")
    which  are  subject  to  greater  risk  than  investments  in   higher-rated
    securities.  For a further discussion  of lower-rated securities, please see
    "Risks of Lower-Rated  Debt Securities"  in the  accompanying relevant  Fund
    prospectus.
 
 FIDELITY HIGH INCOME PORTFOLIO ("FIDELITY HIGH INCOME PORTFOLIO")
 
        The  Fidelity High Income Portfolio  seeks high current income primarily
    through investments  in  all  types  of  income-producing  debt  securities,
    preferred    stocks    and   convertible    securities.    The   Portfolio's
 
                                       11
<PAGE>
    investments will include high yielding debt securities, with an emphasis  on
    lower-rated  securities  (commonly referred  to as  "junk bonds")  which are
    subject to greater risk than  investments in higher-rated securities. For  a
    further   discussion  of  lower-rated  securities,   please  see  "Risks  of
    Lower-Rated Debt Securities" in the accompanying relevant Fund prospectus.
 
 FIDELITY OVERSEAS PORTFOLIO ("FIDELITY OVERSEAS PORTFOLIO")
 
        The Fidelity  Overseas  Portfolio  seeks  long-term  growth  of  capital
    primarily through investments in foreign securities and provides a means for
    aggressive  investors to diversify their  own portfolios by participating in
    companies and economies outside of the United States.
 
 FIDELITY ASSET MANAGER PORTFOLIO ("FIDELITY ASSET MANAGER PORTFOLIO")
 
        The Fidelity  Asset  Manager  Portfolio seeks  high  total  return  with
    reduced risk over the long-term by allocating its assets among stocks, bonds
    and short-term fixed-income instruments.
 
 ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO ("ALGER AMERICAN SMALL
CAPITALIZATION PORTFOLIO")
 
        The  Alger  American  Small  Capitalization  Portfolio  seeks  long-term
    capital  appreciation  by  investing  in  a  diversified,  actively  managed
    portfolio  of equity  securities, primarily  of companies  with total market
    capitalization of less than $1 billion.
 
 ALGER AMERICAN GROWTH PORTFOLIO ("ALGER AMERICAN GROWTH PORTFOLIO")
 
        The Alger American Growth Portfolio seeks long-term capital appreciation
    by  investing  in  a  diversified,  actively  managed  portfolio  of  equity
    securities,  primarily of companies  with total market  capitalization of $1
    billion or greater.
 
        There is  no  assurance  that  any Portfolio  will  achieve  its  stated
    objectives. Owners are also advised to read the prospectuses for each of the
    Funds  accompanying this Prospectus for more detailed information. Each Fund
    is subject  to certain  investment  restrictions which  may not  be  changed
    without  the approval of a majority of the shareholders of the Fund. See the
    accompanying prospectuses for each of the Funds.
 
                      DETAILED DESCRIPTION OF CERTIFICATE
                            BENEFITS AND PROVISIONS
 
                                    GENERAL
 
    This Prospectus describes a flexible  premium group variable life  insurance
policy  where the Owner has considerable flexibility in selecting the timing and
amount of premium payments.
 
                           ISSUANCE OF A CERTIFICATE
 
    Certificates will only be offered to eligible employees when provided by the
Participating Employer.  Individuals  wishing  to purchase  a  Certificate  must
complete  an enrollment form In Writing, which  must be received by Our Customer
Service Center before a  Certificate will be issued.  A Certificate will not  be
issued  with  a specified  Face Amount  of  less than  the minimum  Face Amount.
Acceptance is subject to ITT Hartford's  underwriting rules then in effect.  ITT
Hartford  reserves  the  right  to  reject an  enrollment  form  for  any reason
permitted by law.
 
                                       12
<PAGE>
                                    PREMIUMS
 
PREMIUM PAYMENT FLEXIBILITY
 
    A significant feature of the Certificate is that once the desired level  and
pattern  of  Death Benefits  have been  determined,  the Owner  has considerable
flexibility in the selection of the timing and amount of premiums to be paid and
You can choose the level of premiums, within a range determined by ITT Hartford,
based on the  Face Amount of  the Certificate, the  Insured's sex (except  where
unisex rates apply), Issue Age, and the Insured's risk classification.
 
    A  minimum Initial Premium  is due on  the Coverage Date.  The amount of the
minimum Initial Premium  is the  amount which,  after the  deductions for  sales
load,  state  premium  tax,  and DAC  tax  charge,  is  sufficient (disregarding
investment performance) to pay 12 times the first Monthly Deduction. Thereafter,
additional premiums may be paid at any time, subject to the premium  limitations
set  forth by  the Internal  Revenue Code as  indicated in  the section entitled
"Premium Limitation," page   . You have the right to pay additional premiums  of
at least $500.00 at any time.
 
ALLOCATION OF PREMIUM PAYMENTS
 
    If  the state  of issue  of Your  Certificate requires  that We  return Your
Initial Premium, We will  allocate the initial Net  Premium submitted with  Your
enrollment  form  to  the  HVA  Money  Market  Investment  Division,  until  the
expiration of the right to examine period.  Upon the expiration of the right  to
examine  period, the  initial Net  Premium will,  at a  later date,  be invested
according to  Your  initial allocation  instructions  (except that  any  accrued
interest  will  remain in  the HVA  Money  Market Investment  Division if  it is
selected as an initial allocation  option). This later date  is the later of  10
days  after We receive the premium and the date We receive the final requirement
to put  the Certificate  in  force. The  Certificates  are credited  with  units
("Accumulation Units") in each selected Investment Division, the assets of which
are  invested in the  corresponding underlying Portfolio.  An Owner may transfer
funds among  the  Investment  Divisions subject  to  certain  restrictions.  See
"Detailed  Description  of  Certificate  Benefits  and  Provisions  -- Transfers
Between Investment Divisions," page   . Any additional Net Premiums received  by
Us  prior to  such date  will be  allocated to  the HVA  Money Market Investment
Division.
 
    Alternatively, if the state  of issue of Your  Certificate provides for  Our
return  of  the Certificate's  Cash Value  to  the Owner,  We will  allocate the
initial Net Premium immediately among Your chosen Investment Divisions. IN  THAT
CASE  YOU  WILL BEAR  FULL  INVESTMENT RISK  FOR  ANY AMOUNTS  ALLOCATED  TO THE
INVESTMENT DIVISIONS DURING THE RIGHT TO EXAMINE PERIOD. (Please note that  this
automatic  immediate  investment feature  only  applies if  Your  Certificate so
specifies. Please  check  with  Your  agent to  determine  the  status  of  Your
Certificate.)
 
    Upon  written  request,  You  may change  the  premium  allocation. Portions
allocated to the Investment Divisions must be whole percentages of 10% or  more.
Subsequent  Net Premiums will be  allocated among Investment Divisions according
to Your most recent instructions, subject to the following. The Investment Value
may be allocated to no more than  five Investment Divisions at any one time.  If
We  receive a premium and Your most recent allocation instructions would violate
this requirement,  We  will  allocate  the  Net  Premium  among  the  Investment
Divisions according to Your previous premium allocation.
 
    The  Owner will receive  several different types of  notification as to what
his or her current premium allocation  is. The initial allocation chosen by  the
Owner  is shown in the Certificate. In addition, each transactional confirmation
received after a premium payment will show how that premium has been  allocated.
In  addition, each annual statement summarizes the current premium allocation in
effect for that Certificate.
 
ACCUMULATION UNITS
 
    Net Premiums  allocated  to the  Investment  Divisions are  used  to  credit
Accumulation Units under the Certificate.
 
    The  number of Accumulation Units in each Investment Division to be credited
under the Certificate (including the initial allocation to the HVA Money  Market
Investment  Division) will be determined first by multiplying the Net Premium by
the appropriate allocation percentage  to determine the  portion to be  invested
 
                                       13
<PAGE>
in  the  Investment  Division. Each  portion  to  be invested  in  an Investment
Division is  then divided  by the  Accumulation Unit  Value of  that  particular
Investment Division next computed following receipt of the payment.
 
ACCUMULATION UNIT VALUES
 
    The  Accumulation Unit Value for each Investment Division will vary daily to
reflect the investment experience  of the applicable Portfolio,  as well as  the
daily  deduction for mortality and expense risks, and will be determined on each
Valuation Day  by multiplying  the  Accumulation Unit  Value of  the  particular
Investment  Division on the  preceding Valuation Day by  a net investment factor
for that  Investment Division  for  the Valuation  Period  then ended.  The  net
investment factor for each of the Investment Divisions is equal to the net asset
value  per share  of the  corresponding Portfolio  at the  end of  the Valuation
Period (plus the per share amount of any dividend or capital gain  distributions
paid  by that Portfolio in  the Valuation Period then  ended) divided by the net
asset value per  share of the  corresponding Portfolio at  the beginning of  the
Valuation  Period, less the daily deduction  for the mortality and expense risks
assumed by ITT Hartford.
 
    All valuations  in connection  with  a Certificate,  e.g., with  respect  to
determining  Cash Value and Investment Value,  or calculation of Death Benefits,
or with respect to determining the  number of Accumulation Units to be  credited
to a Certificate with each premium payment, other than the Initial Premium, will
be  made on the date the  request or payment is received  by ITT Hartford at the
Customer Service  Center  if  such  date is  a  Valuation  Day;  otherwise  such
determination will be made on the next succeeding date which is a Valuation Day.
 
PREMIUM LIMITATION
 
    If  premiums are received which would cause  the Certificate to fail to meet
the definition  of a  life  insurance policy  in  accordance with  the  Internal
Revenue  Code, We will refund  the excess premium payments.  We will refund such
premium payments and interest thereon within 60 days after the end of a Coverage
Year.
 
    A premium payment that results in  an increase in the Death Benefit  greater
than  the amount of the premium will  be accepted only after We approve evidence
of insurability.
 
                          VALUES UNDER THE CERTIFICATE
 
    As with  traditional  life insurance,  each  Certificate will  have  a  Cash
Surrender Value. The Cash Surrender Value is equal to the Cash Value, less Debt,
less  any charges accrued but not deducted.  There is no minimum guaranteed Cash
Surrender Value. The  Cash Value equals  the value in  the Investment  Divisions
plus the Loan Account Value.
 
    Each Certificate will also have an Investment Value. The Investment Value of
a  Certificate changes on a  daily basis and will  be computed on each Valuation
Day. The Investment Value will vary to reflect the investment experience of  the
Investment  Divisions, Monthly Deduction Amounts  and any amounts transferred to
the Loan Account to secure a Loan.
 
    The Investment Value of a particular Certificate is related to the net asset
value of the Portfolios  associated with the Investment  Divisions to which  Net
Premiums  on the Certificate have been  allocated. The total Investment Value in
the Investment Divisions on any Valuation  Day is calculated by multiplying  the
number of Accumulation Units in each Investment Division as of the Valuation Day
by  the current  Accumulation Unit  Value of  that Investment  Division and then
summing the result for all the Investment Divisions. The Investment Value equals
the sum of the values of the  assets in the Investment Divisions. See  "Premiums
- -- Accumulation Unit Values," page   .
 
                          SURRENDER OF THE CERTIFICATE
 
    At  any time  prior to  the Maturity  Date, provided  the Certificate  is in
effect and has a Cash Surrender Value, the Owner may choose, without the consent
of  the  Beneficiary  (provided  the  designation  of  the  Beneficiary  is  not
irrevocable)  to surrender the  Certificate and receive  the full Cash Surrender
Value from Us. To surrender a
 
                                       14
<PAGE>
Certificate, You  must  submit a  request  for  surrender In  Writing.  We  will
determine  the  Cash Surrender  Value as  of  the Valuation  Day We  receive the
request In Writing at Our Customer Service Center, or the date requested by  the
Owner, whichever is later.
 
    The  Cash Surrender Value, which is  the net amount available upon surrender
of the Certificate, equals the Cash  Value, less Debt, less any charges  accrued
but  not yet deducted. The Certificate will  terminate on the date of receipt of
the written  request,  or  the date  the  Owner  requests the  surrender  to  be
effective, whichever is later.
 
    The  Cash Surrender  Value may  be paid  in cash  or allocated  to any other
payment option agreed upon by Us.
 
PARTIAL WITHDRAWALS

   
    At any time before  the Maturity Date, and  subject to ITT Hartford's  
rules then  in effect, up to twelve (12) partial  withdrawals are allowed per 
Coverage Year; however, only one (1) partial withdrawal is allowed between 
any successive Processing Dates.  The minimum partial withdrawal allowed is 
$500.00.  The maximum  partial withdrawal  is  an amount  equal to  the sum  
of the  Cash Surrender  Value plus outstanding Debt,  multiplied  by  .90,  
less  outstanding  Debt.  ITT  Hartford currently  imposes a  maximum $25.00 
fee  for processing  partial withdrawals. A partial withdrawal  will  reduce  
the  Cash  Surrender  Value,  Cash  Value  and Investment  Value. Any  
partial withdrawal will  have a permanent  effect on the Cash Surrender  
Value and  may have  a permanent  effect on  the Death  Benefits payable.  If 
Death Benefit option A is in  effect, the Face Amount is reduced by the 
amount  of  the  partial withdrawal.  Unless  specified  otherwise,  partial 
withdrawals  will be deducted on a Pro Rata Basis from the Investment 
Divisions. Requests for partial withdrawals  must be made In  Writing to Us. 
The  effective date of a partial withdrawal will be the Valuation Day We 
receive the request In Writing at Our Customer Service Center. A 10% penalty 
tax may  be imposed  on income  distributed  before the insured attains age  
59-1/2.   See  "Federal  Tax  Considerations -- Modified Endowment Contracts," 
page _____.
    

                   TRANSFERS BETWEEN THE INVESTMENT DIVISIONS
 
AMOUNT AND FREQUENCY OF TRANSFERS
 
    Upon  request and as long as the  Certificate is in effect, You may transfer
amounts among  the Investment  Divisions  up to  six  times per  Coverage  Year.
Transfer  requests must be in  writing on a form approved  by ITT Hartford or by
telephone in accordance with  established procedures. The  amounts which may  be
transferred  and the number  of transfers will  be limited by  Our rules then in
effect.  Currently,  the  minimum  value  of  Accumulation  Units  that  may  be
transferred from one Investment Division to another is the lesser of (i) $500 or
(ii)  the total value of the Accumulation  Units in the Investment Division. The
value of the remaining Accumulation Units in the Investment Division must  equal
at  least  $500. If,  after  an ordered  transfer,  the value  of  the remaining
Accumulation Units in an Investment Division would be less than $500, the entire
value will be transferred.
 
    Currently there are no restrictions on transfers other than those  described
herein  and  there  is  no charge  for  permitted  transfers  between Investment
Divisions. ITT Hartford reserves  the right in the  future to impose  additional
restrictions on transfers, as a well as a charge for processing transfers.
 
TRANSFERS TO OR FROM INVESTMENT DIVISIONS
 
    In  the  event of  a transfer  from  an Investment  Division, the  number of
Accumulation Units credited to the  Investment Division from which the  transfer
is made will be reduced. The reduction will be determined by dividing:
 
    1. the amount transferred by,
 
    2. the Accumulation Unit Value for that Investment Division on the Valuation
       Day We receive Your request for transfer In Writing.
 
    In  the event of a transfer to  an Investment Division, We will increase the
number of Accumulation Units credited thereto. The increase will equal:
 
    1. the amount transferred divided by,
 
    2. the Accumulation Unit  Value for that  Investment Division determined  on
       the Valuation Day We receive Your request for transfer In Writing.
 
                                       15
<PAGE>
PROCEDURES FOR TELEPHONE TRANSFERS
 
    Owners  may effect telephone transfers in  two ways. All Owners may directly
contact a customer service representative. Owners may in the future also request
access to an electronic service  known as a Voice  Response Unit (VRU). The  VRU
will  permit the transfer of monies among the Investment Divisions and change of
the allocation of  future payments.  All Owners intending  to conduct  telephone
transfers  through the VRU  will be asked to  complete a Telephone Authorization
Form.
 
    ITT  Hartford  will   undertake  reasonable  procedures   to  confirm   that
instructions  communicated by telephone  are genuine. Before  a customer service
representative accepts any  request, the  caller will be  asked for  his or  her
social  security number and address. All calls will also be recorded. A Personal
Identification Number  (PIN) will  be assigned  to all  Owners who  request  VRU
access.  The PIN is selected by and known only to the Owner. Proper entry of the
PIN is  required  before any  transactions  will  be allowed  through  the  VRU.
Furthermore, all transactions performed over the VRU, as well as with a customer
service  representative, will  be confirmed  by ITT  Hartford through  a written
letter. Moreover, all VRU  transactions will be  assigned a unique  confirmation
number  which will become part of the Certificate's history. ITT Hartford is not
liable for any loss, cost or expense for action on telephone instructions  which
are believed to be genuine in accordance with these procedures.
 
                      VALUATION OF PAYMENTS AND TRANSFERS
 
    We value the Certificate on every Valuation Day.
 
    We  will pay Death Proceeds, Cash Surrender Values, partial withdrawals, and
Loan amounts  attributable to  the Investment  Divisions within  seven (7)  days
after  We receive all the  information needed to process  the payment unless the
NYSE is  closed  for  other  than  a regular  holiday  or  weekend,  trading  is
restricted by the SEC or the SEC declares that an emergency exists.
 
    ITT  Hartford  may defer  payment  of any  amounts  not attributable  to the
Investment Divisions for up to six months from the date on which We receive  the
request.
 
                                     LOANS
 
    As  long as the Certificate  is in effect, an  Owner may obtain, without the
consent of  the Beneficiary  (provided  the designation  of Beneficiary  is  not
irrevocable), a cash Loan from ITT Hartford. The maximum Loan amount is equal to
the  sum of the Cash  Surrender Value plus outstanding  Debt, multiplied by .90,
less outstanding Debt.
 
    The amount of each Loan will be transferred on a Pro-Rata Basis from each of
the Investment  Divisions (unless  the Owner  specifies otherwise)  to the  Loan
Account.  The Loan Account is the mechanism  used to ensure that any outstanding
Debt remains fully secured by the Investment Value.
 
LOAN INTEREST
 
    Interest will  accrue  daily on  outstanding  Debt at  the  Adjustable  Loan
Interest  Rate indicated in the Certificate. The difference between the value of
the Loan  Account  and  any  outstanding  Debt  will  be  transferred  from  the
Investment Divisions to the Loan Account on each Processing Date.
 
    The  maximum Adjustable Loan  Interest Rate We  may charge for  Loans is the
greater of  5% and  the Published  Monthly Average  for the  calendar month  two
months  prior  to  the  date  on which  the  Adjustable  Loan  Interest  Rate is
determined. The  Published Monthly  Average means  the "Moody's  Corporate  Bond
Yield  Average -- Monthly  Average Corporate" as  published by Moody's Investors
Service, Inc. or any successor  to that service. If  that monthly average is  no
longer published, a substitute average will be used.
 
CREDITED INTEREST
 
    Amounts  in the Loan Account will be  credited with interest at a rate equal
to the Adjustable Loan Interest Rate then in effect, minus 1%.
 
                                       16
<PAGE>
LOAN REPAYMENTS
 
    You can repay any part of or the entire Loan at any time. The amount of  the
Loan  repayment will be allocated  to Your chosen Investment  Divisions on a Pro
Rata Basis, determined as  of the date of  the Loan repayment. Unless  specified
otherwise,  additional  premium payments  received  by ITT  Hartford  during the
period when a Loan is outstanding will be treated as Loan repayments.
 
TERMINATION DUE TO EXCESSIVE DEBT
 
    If total Debt outstanding  equals or exceeds the  Cash Surrender Value,  the
Certificate  will terminate  31 days  after We have  mailed notice  to Your last
known address and that of any assignees of record. If sufficient Loan  repayment
is  not made by the end of this  31 day period, the Certificate will end without
value.
 
EFFECT OF LOANS ON INVESTMENT VALUE
 
    A Loan,  whether  or  not  repaid,  will have  a  permanent  effect  on  the
Investment Value because the investment results of each Investment Division will
apply  only to the amount  remaining in such Investment  Divisions. The longer a
Loan is outstanding, the greater the effect is likely to be. The effect could be
favorable or unfavorable. If the Investment Divisions earn more than the  annual
interest  rate for funds held  in the Loan Account,  an Owner's Investment Value
will not increase  as rapidly as  it would have  had no Loan  been made. If  the
Investment  Divisions earn  less than the  Loan Account,  the Owner's Investment
Value will be greater than  it would have been had  no Loan been made. Also,  if
not  repaid,  the aggregate  amount of  outstanding Debt  will reduce  the Death
Proceeds and Cash Surrender Value otherwise payable.
 
                                 DEATH BENEFIT
 
    As long as the  Certificate remains in force,  the Certificate provides  for
the  payment of  the Death  Proceeds to the  named Beneficiary  when the Insured
under the Certificate dies. The Death Proceeds payable to the Beneficiary  equal
the Death Benefit less any Debt outstanding under the Certificate plus any rider
benefits  payable. The  Death Benefit  depends on  the Death  Benefit option You
select and is determined as of the date of the death of the Insured.
 
DEATH BENEFIT OPTIONS
 
    There are  two Death  Benefit  options: Death  Benefit  option A  and  Death
Benefit option B:
 
    1. Under the Death Benefit option A, the Death Benefit is the greater of (a)
       the Face Amount and (b) the Variable Insurance Amount.
 
    2. Under Death Benefit option B, the Death Benefit is the greater of (a) the
       Face Amount plus the Cash Value and (b) the Variable Insurance Amount.
 
    Regardless  of which  Death Benefit  option You  select, the  maximum amount
payable under such option will be the Death Proceeds.
 
OPTION CHANGE
 
    While the Certificate is in force,  You may change the Death Benefit  option
selected  under a Certificate by making a request In Writing during the lifetime
of the Insured. If the  change is from Death Benefit  option A to Death  Benefit
option  B,  satisfactory  evidence  of  insurability  must  be  provided  to ITT
Hartford. The Face  Amount after the  change will  be equal to  the Face  Amount
before  the change, less the Cash Value on  the effective date of the change. If
the change is from Death  Benefit option B to Death  Benefit option A, the  Face
Amount  after the change will be equal to the Face Amount before the change plus
the Cash Value on the effective date of change. Any change in the selection of a
Death Benefit option  will become  effective at  the beginning  of the  Coverage
month  following ITT Hartford's approval of such change. We will notify You that
the change has been made.
 
    All or part of the Death Proceeds may  be paid in cash or applied under  one
of the payment options described below.
 
                                       17
<PAGE>
PAYMENT OPTIONS
 
    Death  Proceeds under the  Certificate may be paid  in a lump  sum or may be
applied to one of ITT Hartford's payment options. The minimum amount that may be
placed under a payment option is $5,000 unless ITT Hartford consents to a lesser
amount. Once payments under payment options 2, 3 or 4 commence, no surrender  of
the  Certificate may be made for the  purpose of receiving a lump sum settlement
in lieu of  the life  insurance payments.  The following  options are  available
under the Certificates:
 
    FIRST OPTION -- Interest Income
 
    Payments  of interest at the rate We declare, but not less than 3% per year,
    on the amount applied under this option.
 
    SECOND OPTION -- Income of Fixed Amount
 
    Equal payments of  the amount  chosen until  the amount  applied under  this
    option,  with interest of not less than 3% per year, is exhausted. The final
    payment will be for the balance remaining.
 
    THIRD OPTION -- Payments for a Fixed Period
 
    An amount payable monthly for the number of years selected which may be from
    1 to 30 years.
 
    FOURTH OPTION -- Life Income
 
      LIFE ANNUITY --  an annuity  payable monthly  during the  lifetime of  the
      Annuitant  and terminating with the last monthly payment due preceding the
      death of the Annuitant.  Under this option, it  is possible that only  one
      monthly  annuity payment would  be made, if the  Annuitant died before the
      second monthly annuity payment was due.
 
      LIFE ANNUITY WITH  120 MONTHLY  PAYMENTS CERTAIN --  an annuity  providing
      monthly  income to the Annuitant for a  fixed period of 120 months and for
      as long thereafter as the Annuitant shall live.
 
    The fourth payment option is based on the 1983a Individual Annuity Mortality
Table set back one year and a net investment rate of 3% per annum. The amount of
each payment under this option will depend upon the age of the Annuitant at  the
time  the first payment  is due. If any  periodic payment due  any payee is less
than $200, ITT  Hartford may  make payments less  often. The  first, second  and
third  payment options are based  on a net investment rate  of 3% per annum. ITT
Hartford may, however, from time to time, at Our discretion if mortality appears
more favorable and interest rates justify, apply other tables which will  result
in higher monthly payments for each $1,000 applied under one or more of the four
payment options.
 
    ITT  Hartford will make any other arrangements for income payments as may be
agreed on.
 
LEGAL DEVELOPMENTS REGARDING INCOME PAYMENTS
 
    In those  states affected  by the  1983 Supreme  Court decision  in  Arizona
Governing  Committee v. Norris, income payment options involving life income are
based on unisex actuarial tables.  In addition, legislation has previously  been
introduced  in Congress which, had it been  enacted, would have required the use
of tables that  do not  vary on  the basis  of sex  for some  or all  annuities.
Currently, several states have enacted such laws.
 
BENEFICIARY
 
    The  Owner names the Beneficiary in the enrollment form for the Certificate.
The Owner  may change  the  Beneficiary (unless  irrevocably named)  during  the
Insured's  lifetime by  written request  to ITT  Hartford. If  no Beneficiary is
living when the Insured dies,  the Death Proceeds will be  paid to the Owner  if
living; otherwise to the Owner's estate.
 
INCREASES AND DECREASES IN FACE AMOUNT
 
    The  minimum Face Amount  of the Certificate  is $50,000. At  any time after
purchasing a Certificate, the Owner may request  a change in the Face Amount  by
making  a request In Writing  to ITT Hartford and  directing such request to ITT
Hartford's Customer Service Center.
 
    All requests  to increase  the Face  Amount must  be applied  for on  a  new
enrollment  form.  All  requests will  be  subject to  evidence  of insurability
satisfactory to  the  Company and  subject  to Our  rules  then in  effect.  Any
 
                                       18
<PAGE>
increase  approved by Us will be effective  on the Processing Date following the
date We  approve  the  request.  The  Monthly  Deduction  Amount  on  the  first
Processing  Date on or after  the effective date of  the increase will reflect a
charge for the increase.
 
    A decrease in the Face Amount will be effective on the first Processing Date
following the date We receive the request. Decreases must reduce the Face Amount
by at  least $25,000,  and  the remaining  Face Amount  must  not be  less  than
$50,000. Decreases will be applied:
 
    (a) to the most recent increase; then
 
    (b) successively to each prior increase, and then
 
    (c) to the initial Face Amount.
 
    We  reserve  the right  to  limit the  number  of Face  Amount  increases or
decreases made under the Certificate to no more than one in any 12 month period.
 
                              BENEFITS AT MATURITY
 
    If the  Insured  is  living  on  the Maturity  Date,  on  surrender  of  the
Certificate  to  ITT Hartford,  ITT  Hartford will  pay  to the  Owner  the Cash
Surrender Value on  the date  the Certificate  is surrendered.  However, on  the
Maturity  Date, the  Certificate will  terminate and  ITT Hartford  will have no
further obligations under the Certificate.
 
                TERMINATION OF PARTICIPATION IN THE GROUP POLICY
 
    Participation in the Group Policy may  be terminated by ITT Hartford or  the
Participating Employer. The party initiating the termination must provide notice
of  such termination to each Owner of record,  at his or her last known address,
at least  15 days  prior  to the  date  of termination.  In  the event  of  such
termination,  no new enrollment  forms for new  Insureds will be  accepted on or
after the date  notice of discontinuance  is received or  sent by ITT  Hartford,
whichever  is applicable,  nor will any  new Certificates be  issued. If premium
payments are discontinued, ITT Hartford  will continue insurance Coverage  under
the  Certificate as long as the Cash  Surrender Value is sufficient to cover the
charges due. This Continuation of Insurance will not continue the Coverage under
the Certificate  beyond Attained  Age 100,  nor will  it continue  any  optional
benefit  rider beyond the Certificate's date of termination. If the Group Policy
is discontinued or amended to discontinue the eligible class to which an Insured
belongs (and  if the  Coverage on  the  Insured is  not transferred  to  another
insurance  carrier), any Certificate  then in effect will  remain in force under
the discontinued Group Policy, provided it is not canceled or surrendered by the
Owner, subject to ITT Hartford's qualifications then in effect.
 
                 LAPSE AND REINSTATEMENT WHILE THE GROUP POLICY
                                  IS IN EFFECT
 
LAPSE AND GRACE PERIOD
 
    A Grace Period of 61 days will be allowed following the date We mail to  the
Owner  notice that the Cash  Surrender Value is insufficient  to pay the charges
due under  the Certificate.  Unless the  Owner has  given ITT  Hartford  written
notice  of termination in advance of the date of termination of the Certificate,
insurance will continue  in force  during the Grace  Period. The  Owner will  be
liable to ITT Hartford for all charges due under the Certificate then unpaid for
the period the Certificate remains in force.
 
    In  the  event  that  total  Debt outstanding  equals  or  exceeds  the Cash
Surrender Value, the  Certificate will terminate  31 days after  We have  mailed
notice  to  Your last  known address  and that  of any  assignees of  record. If
sufficient Loan repayment  is not made  by the end  of this 31  day period,  the
Certificate will end without value.
 
                                       19
<PAGE>
REINSTATEMENT
 
    Prior  to  the death  of the  Insured, and  unless (1)  the Group  Policy is
terminated (See "Termination of Participation in  the Group Policy") or (2)  the
Certificate  has been  surrendered for cash,  the Certificate  may be reinstated
prior to the Maturity Date, provided:
 
    (a) you make Your request within three (3) years of the date of lapse; and
 
    (b) satisfactory evidence of insurability is submitted.
 
    To reinstate Your Certificate, you must remit a premium payment large enough
to keep  the coverage  under the  Certificate in  force for  at least  3  months
following  the  date  of  reinstatement.  The  Face  Amount  of  the  reinstated
Certificate cannot exceed the Face Amount  at the time of lapse. The  Investment
Value on the reinstatement date will reflect:
 
    (a) The Investment Value at the time of termination; plus
 
    (b) Net Premiums attributable to premiums paid at the time of reinstatement.
 
    Upon  reinstatement, any Debt at  the time of termination  must be repaid or
carried over to the reinstated Certificate.
 
                          ENROLLMENT FOR A CERTIFICATE
 
    Individuals wishing to purchase a Certificate must submit an enrollment form
to ITT Hartford. Within limits, an applicant may choose the Initial Premium  and
the  initial Face  Amount. A  Certificate generally will  be issued  only on the
lives of Insureds Attained Age 79 and under who supply evidence of  insurability
satisfactory   to  the  Company.   Acceptance  is  subject   to  ITT  Hartford's
underwriting rules and ITT Hartford reserves  the right to reject an  enrollment
form  for any reason. No change in the terms or conditions of a Certificate will
be made without the consent of the Owner.
 
    The Certificate  will be  effective  on the  Coverage  Date only  after  ITT
Hartford  has received  all outstanding  delivery requirements  and received the
Initial Premium. The  Coverage Date  is the date  used to  determine all  future
cyclical transactions on the Certificate, e.g., Processing Date, Coverage months
and Coverage Years.
 
                      THE RIGHT TO EXAMINE THE CERTIFICATE
 
    An  Owner has a limited right to return a Certificate. Subject to applicable
state regulation, if the Certificate is  returned, by mail or personal  delivery
to  ITT Hartford or to the agent who sold the Certificate, to be canceled within
10 days after delivery of the Certificate to the Owner, ITT Hartford will return
either (1) the  total amount  of premiums  or (2)  the Cash  Value plus  charges
deducted  under the Certificate to  the Owner within 7  days. If the state where
Your Certificate is issued requires that We return Your Initial Premium, We will
allocate Your initial Net Premium to  the HVA Money Market Investment  Division.
If  the  state of  issue  of Your  Certificate provides  for  Our return  of the
Certificate's Cash Value to the Owner, We will allocate the initial Net  Premium
immediately among Your chosen Investment Divisions.
 
                          DEDUCTIONS FROM THE PREMIUM
 
    Before  allocating the Net Premium to  the Investment Divisions, a deduction
as a percentage of premium is made  for the front-end sales load, premium  taxes
and  the DAC tax charge. The amount  of each premium allocated to the Investment
Divisions is Your Net Premium.
 
FRONT-END SALES LOAD

   
    The current  and  maximum  front-end  sales load  included  in  the  
premium deduction is 9% of any premium paid for Coverage Years 1 through 7 
and 7% of any premium paid in Coverage Years 8 and later. 

    Front-end sales loads cover expenses related to the sale and distribution
of the Certificates.  The front-end sales load may be reduced for certain sales
of the Certificates under circumstances which result in a saving of such sales 
and distribution expenses.  To qualify for such a reduction, a plan must 
satisfy certain criteria as to, for example, the expected number of Owners 
and the anticipated Face Amount of All Certificates under the plan.  
Generally, the sales contracts and effort and administrative costs per 
Certificate vary based on such factors as the size of the plan, the purpose 
for which Certificates are purchased and certain characteristics of the 
plan's members.  The amount of reduction and the criteria for qualification 
are related to the reduced sales effort and administrative costs resulting 
from sales to qualifying plans.  ITT Hartford may modify from time to time on 
a uniform basis both the amounts of reductions and the criteria for 
qualification.  Reductions in these charges will not be unfairly 
discriminatory against any person, including the affected Owners funded by 
the Separate Account.
    

                                       20
<PAGE>
PREMIUM RELATED TAX CHARGE
 
    We  deduct a percentage of each premium  to cover taxes assessed against ITT
Hartford that are attributable to premiums. This percentage will vary by  locale
depending  on the tax rates in effect there. The range of premium taxes actually
deducted by ITT Hartford currently ranges from 0% to 4%.
 
DAC TAX CHARGE
 
    The Company deducts  1.25% of each  premium to cover  a federal premium  tax
assessed  against  the Company.  This charge  is reasonable  in relation  to the
Company's federal income tax  burden, under Section 848  of the Code,  resulting
from the receipt of premiums. We will adjust this charge based on changes in the
applicable tax law.
 
                DEDUCTIONS AND CHARGES FROM THE INVESTMENT VALUE
 
MONTHLY DEDUCTION AMOUNTS
 
    On  the Coverage Date  and on each subsequent  Processing Date, ITT Hartford
will deduct an amount (the "Monthly Deduction Amount") from the Investment Value
to cover certain charges and expenses incurred in connection with a Certificate.
The Monthly Deduction Amount will vary from month to month. These will be  taken
from the Charge Deduction Division, if designated in the enrollment form for the
Certificate or later elected.
 
    If  a Charge Deduction Division has been designated but the Investment Value
in the Charge Deduction Division is less than that required to cover all charges
due on such date:
 
    (1) ITT Hartford will  apply the  Investment Value of  the Charge  Deduction
        Division  to the charges due and set  the Investment Value in the Charge
        Deduction Division to zero; and
 
    (2) any  additional  amount  due  will  be  allocated  among  the  remaining
        Investment Divisions on a Pro Rata Basis.
 
    If  no Charge Deduction Division has been designated or elected, any amounts
due will be  allocated among the  Owner's chosen Investment  Divisions on a  Pro
Rata Basis.
 
    The Monthly Deduction Amount equals:
 
    (a) the administrative expense charge; plus
 
    (b) the  charges  for cost  of insurance,  plus  any charges  for additional
        benefits provided by rider.
 
        (a) COST OF INSURANCE CHARGE
 
        The charge for the cost of insurance is equal to:
 
        (i) the cost of insurance rate per $1,000; multiplied by
 
        (ii) the Net Amount at Risk; divided by
 
        (iii) $1,000
 
        The Net Amount at Risk equals the  Death Benefit less the Cash Value  on
    that date.
 
        The  cost of  insurance charge  is to  cover ITT  Hartford's anticipated
    mortality  costs.  ITT  Hartford   uses  various  underwriting   procedures,
    including  medical underwriting procedures, depending on the characteristics
    of the group to  which the Group  Policies are issued.  The current cost  of
    insurance  rates for standard  risks may be  equal to or  less than the 1980
    Commissioners Standard Ordinary Mortality  Table. Substandard risks will  be
    charged  a higher cost of insurance rate that will not exceed rates based on
    a multiple of the 1980 Commissioners Standard Ordinary Mortality Table.  The
    multiple  will be based on  the Insured's risk class.  The use of simplified
    underwriting and  guaranteed issue  procedures  may result  in the  cost  of
    insurance  charges  being  higher  for  some  individuals  than  if  medical
    underwriting procedures were used.
 
        Cost of insurance rates are based  on the age, sex (except where  unisex
    rates   apply),  and  rate   class  of  the   Insured  and  group  mortality
    characteristics and the particular characteristics  (such as the rate  class
 
                                       21
<PAGE>
    structure) under the Group Policy that are agreed to by ITT Hartford and the
    Participating  Employer. The actual monthly cost  of insurance rates will be
    based on ITT Hartford's expectations  as to future experience. ITT  Hartford
    will  determine the  cost of  insurance rate at  the start  of each Coverage
    Year. Any changes in the cost of  insurance rate will be made uniformly  for
    all Insureds in the same risk class.
 
        The  rate class of  an Insured affects  the cost of  insurance rate. ITT
    Hartford and the Participating Employer will agree to the number of  classes
    and  characteristics  of each  class. The  classes may  vary by  smokers and
    nonsmokers, active and  retired status, and/or  any other  nondiscriminatory
    classes agreed to by the Participating Employer. Where smoker and non-smoker
    divisions  are provided, an  Insured who is  in the nonsmoker  division of a
    rate class will have a lower cost of insurance than an Insured in the smoker
    division of  the same  rate class,  even if  each Insured  has an  identical
    Certificate.
 
        Because  the Cash Value and the Death Benefit Amount under a Certificate
    may vary from month to month, the cost of insurance charge may also vary  on
    each Processing Date.
 
        (b) RIDER CHARGE
 
        If  the policy includes riders, a charge is deducted from the Investment
    Value on each Processing Date.
 
        The charge applicable to these riders is to compensate ITT Hartford  for
    anticipated  cost  of  providing these  benefits  and are  specified  on the
    applicable rider.
 
        The  Riders  available  are  described  on  page    under  "Supplemental
    Benefits" section.
 
        (c) MONTHLY ADMINISTRATIVE FEE AND OTHER EXPENSE CHARGES
 
        ITT  Hartford will assess a  monthly administrative charge to compensate
    ITT Hartford for administrative costs  in connection with the  Certificates.
    This  charge will be $5 per Coverage month initially and is guaranteed never
    to exceed $10.00 per Coverage month. This charge covers the average expected
    cost for these expenses.
 
MORTALITY AND EXPENSE RISK CHARGE
 
    A charge is made  for mortality and expense  risks assumed by ITT  Hartford.
ITT  Hartford deducts a daily charge at  a maximum effective annual rate of .65%
of the  value of  each  Investment Division's  assets.  See also,  "Premiums  --
Accumulation Unit Values," page  .
 
    The Mortality and Expense Risk Charge is equal to:
 
    (i) the Mortality and Expense Risk Rate; multiplied by
 
    (ii) the portion of the Cash Value allocated to the Investment Divisions and
         the Loan Account.
 
    The  mortality risk  assumed is  that the  actual cost  of insurance charges
specified in the  Certificate will be  insufficient to meet  actual claims.  The
expense  risk assumed is that expenses incurred in issuing and administering the
Certificates will exceed the administrative charges set forth therein.
 
    If these charges are insufficient to  cover actual costs and assumed  risks,
the  loss will fall on ITT Hartford.  Conversely, if the charge proves more than
sufficient, any excess will be added to ITT Hartford's surplus.
 
TAXES
 
    Currently, no charge is made to the Separate Account for federal, state, and
local taxes that may be  attributable to the Separate  Account. A change in  the
applicable  federal, state or  local tax laws  which impose tax  on ITT Hartford
and/or the Separate Account may result  in a charge against the Certificates  in
the  future.  Charges for  other  taxes, if  any,  attributable to  the Separate
Account may also be made.
 
                                 OTHER MATTERS
 
ADDITIONS, DELETIONS OR SUBSTITUTIONS OF INVESTMENTS
 
    ITT Hartford reserves the right, subject to compliance with the law as  then
in  effect,  to make  additions  to, deletions  from,  or substitutions  for the
Separate  Account   and  the   Investment  Divisions   which  fund   the   Group
 
                                       22
<PAGE>
Policies.  If shares of any of the  Portfolios should no longer be available for
investment, or  if,  in  the  judgment of  ITT  Hartford's  management,  further
investment in shares of any Portfolio should become inappropriate in view of the
purposes  of the Group  Policies, ITT Hartford may  substitute shares of another
Portfolio for shares already purchased, or to be purchased in the future,  under
the Group Policies. No substitution of securities will take place without notice
to  and consent of  Owners and without prior  approval of the  SEC to the extent
required by the 1940 Act. Subject  to Owner approval, if required, ITT  Hartford
also  reserves  the right  to end  the registration  under the  1940 Act  of the
Separate Account or  any other separate  accounts of which  it is the  depositor
which may fund the Group Policies.
 
    It  is conceivable that in the future it may be disadvantageous for variable
life insurance  separate  accounts and  variable  annuity separate  accounts  to
invest  in the Funds simultaneously. Although neither ITT Hartford nor the Funds
currently foresee  any  such disadvantages  either  to variable  life  insurance
Owners  or to variable  annuity contract owners,  the Board of  Directors of The
Hartford Funds, the  Board of  Trustees for the  Neuberger &  Berman Trust,  the
Board of Trustees for The Alger American Fund and the Board of Trustees for each
of  the  VIP Fund  and the  VIP Fund  II (collectively  the "Boards")  intend to
monitor events in order to identify  any material conflicts between such  Owners
and  to determine what action,  if any, should be  taken in response thereto. If
the Boards  were to  conclude  that separate  funds  should be  established  for
variable  annuity and  variable life  insurance separate  accounts, ITT Hartford
will bear the attendant expenses.
 
VOTING RIGHTS
 
    In accordance with its view of  presently applicable law, ITT Hartford  will
vote the shares of the Funds at regular and special meetings of the shareholders
of the Funds in accordance with instructions from Owners (or the assignee of the
Certificates,  as the  case may  be) having  a voting  interest in  the Separate
Account.  The  number  of  shares  held  in  the  Separate  Account  which   are
attributable  to each  Owner is determined  by dividing the  Owner's interest in
each Investment Division by the net asset value of the applicable shares of  the
Funds.  ITT Hartford will vote shares for  which no instructions have been given
and shares  which are  not attributable  to Owners  (i.e., shares  owned by  ITT
Hartford)  in the same proportion  as it votes shares  for which it has received
instructions. If  the 1940  Act or  any rule  promulgated thereunder  should  be
amended, however, or if ITT Hartford's present interpretation should change and,
as  a result, ITT Hartford determines it is  permitted to vote the shares of the
Funds in its own right, it may elect to do so.
 
    The voting interests of the Owners (or  the assignees) in the Funds will  be
determined  as follows:  Owners may  cast one vote  for each  full or fractional
Accumulation Unit owned under their respective Certificates and allocated to  an
Investment  Division the assets of which are  invested in the particular Fund on
the record date for the shareholder meeting for that Fund. If, however, an Owner
has taken  a Loan  secured  by the  Certificate,  amounts transferred  from  the
Investment  Division(s) to the Loan Account(s)  in connection with the Loan (see
"Certificate Benefits and Rights --  Loans," page  )  will not be considered  in
determining  the  voting  interests  of  the  Owner.  Owners  should  review the
prospectuses for the Funds which accompany this Prospectus to determine  matters
on which shareholders may vote.
 
    ITT  Hartford may, when required  by state insurance regulatory authorities,
disregard voting instructions  if the  instructions require that  the shares  be
voted  so as to cause a change in the sub-classification or investment objective
of one or more of the Funds  or to approve or disapprove an investment  advisory
policy  for the  Funds. In  addition, ITT  Hartford itself  may disregard voting
instructions in favor of changes initiated by an Owner in the investment  policy
or the investment adviser of the Funds if ITT Hartford reasonably disapproves of
such  changes. A  change would  be disapproved  only if  the proposed  change is
contrary to state  law or  prohibited by  state regulatory  authorities. In  the
event  ITT Hartford does disregard voting instructions, a summary of that action
and the reasons for such action will be included in the next periodic report  to
Owners.
 
OUR RIGHTS
 
    We  reserve  the  right  to  take certain  actions  in  connection  with Our
operations and the  operations of the  Separate Account. These  actions will  be
taken  in  accordance with  applicable  laws (including  obtaining  any required
approval of the SEC). If necessary, We will seek approval by Owners.
 
    Specifically, We reserve the right to:
 
        - Add or remove any Investment Division;
 
        - Create new separate accounts;
 
                                       23
<PAGE>
        - Combine the Separate  Account with one  or more other  separate
          accounts;
 
        - Operate the Separate Account as a management investment company
          under the 1940 Act or in any other form permitted by law;
 
        - Deregister the Separate Account under the 1940 Act;
 
        - Manage  the Separate Account under the direction of a committee
          or discharge such committee at any time;
 
        - Transfer the  assets of  the Separate  Account to  one or  more
          other separate accounts; and
 
        - Restrict  or eliminate  any of the  voting rights  of Owners or
          other persons  who  have  voting  rights  as  to  the  Separate
          Account.
 
    ITT  Hartford also  reserves the  right to change  the name  of the Separate
Account.
 
    We have reserved all  rights to the  name of ITT  Hartford Life and  Annuity
Insurance Company or any part of it. We may allow the Separate Account and other
entities to use Our name or part of it, but We may also withdraw this right.
 
STATEMENTS TO OWNERS
 
    We will send You a statement at least once each Coverage Year, showing:
 
    (a) the current Cash Value, Cash Surrender Value and Face Amount;
 
    (b) the  premiums paid, Monthly  Deduction Amounts and  Loans since the last
        report;
 
    (c) the amount of any outstanding Debt;
 
    (d) notifications required by the provisions of the Certificate; and
 
    (e) any other information required by the Insurance Department of the  State
        where the Certificate was delivered.
 
LIMIT ON RIGHT TO CONTEST
 
    ITT  Hartford may not contest  the validity of the  Certificate after it has
been in effect during the Insured's lifetime for two years from the Issue  Date.
If  the Certificate is reinstated, the two-year period is measured from the date
of reinstatement. Any  increase in  the Face  Amount as  a result  of a  premium
payment  is contestable for two  years from its effective  date. In addition, if
the Insured commits suicide in the two-year period, or such period as  specified
in  state law, the  Death Benefit payable  will be limited  to the premiums paid
less any outstanding Debt and partial withdrawals.
 
MISSTATEMENT AS TO AGE OR SEX
 
    If the age or sex  of the Insured is incorrectly  stated, the amount of  all
benefits   payable  will  be   appropriately  adjusted,  as   specified  in  the
Certificate.
 
ASSIGNMENT
 
    The  Certificate  may  be  assigned  as  collateral  for  a  loan  or  other
obligation. ITT Hartford is not responsible for any payment made or action taken
before  receipt of written notice of such  assignment. Proof of interest must be
filed with any claim under a collateral assignment.
 
DIVIDENDS
 
    No dividends will be paid under the Certificates.
 
EXPERIENCE CREDITS
 
    The Certificates issued under a Group Policy may be eligible for  experience
credits  due to administrative savings. The  amount of any experience credit may
be paid in cash or applied to and used to increase the Investment Value.
 
                                       24
<PAGE>
                             SUPPLEMENTAL BENEFITS
 
    The following supplemental benefit, which is subject to the restrictions and
limitations set forth therein, may be included in a Certificate.
 
MATURITY DATE EXTENSION RIDER
 
    We will extend  the Maturity Date  (the date on  which the Certificate  will
mature),  to the date of death of the Insured. Certain Death Benefit and premium
restrictions apply.  See  "Federal  Tax Considerations  --  Income  Taxation  of
Certificate Benefits," page  .
 
                           EXECUTIVE OFFICERS AND DIRECTORS

<TABLE>
<CAPTION>

   
                                                     OTHER BUSINESS
                                                   PROFESSION, VOCATION
                        POSITION WITH ITT            OR EMPLOYMENT FOR
                          HARTFORD, YEAR             PAST 5 YEARS; OTHER
NAME, AGE                  OF ELECTION                  DIRECTORSHIPS
- -------------------   -------------------------   ------------------------------
<S>                    <C>                        <C>
Andrew, Joan M.       Vice President, 1992       Vice President and Director,
38                                               National Service Center Operations
                                                 (1992-Present), ITT Hartford.

Bossen, Wendell J.    Vice President, 1995**     Vice President (1992), Hartford
62                                               Life Insurance Company; Executive Vice
                                                 President (1984), Mutual Benefit.

Boyko, Gregory A.     Vice President, 1995       Vice President and Controller
44                                               (1995-Present), Hartford Life Insurance
                                                 Company; Chief Financial Officer (1994-
                                                 1995), IMG American Life; Senior Vice
                                                 President (1992-1994), Connecticut Mutual.

Cummins, Peter W.     Vice President, 1993       Vice President, Individual Annuity
59                                               Operations (1989-Present), Hartford Life
                                                 Insurance Company.

deRaismes, Ann M.     Vice President, 1994       Vice President (1994-Present),
45                                               Assistant Vice President (1992),
                                                 Director of Human Resources (1991-Present),
                                                 Hartford Life Insurance Company.

Dooley, James R.      Vice President, 1977       Vice President, Director
59                                               Information Services (1973-Present),
                                                 ITT Hartford.

Fitch, Timothy M.     Vice President, 1995       Vice President (1995-Present);
43                                               Assistant Vice President (1993);
                                                 Director (1991), Hartford Life.

Frahm, Donald R.      Director, 1995*            Chairman and Chief Executive
64                                               Officer (1988-Present), ITT
                                                 Hartford Insurance Group, Inc.

Gardner, Bruce D.     Director, 1991*            Vice President (1996-Present) General
45                                               Counsel and Corporate Secretary
                                                 (1991), Hartford Life Insurance Company

Gareau, Joseph H.     Executive Vice President,  Executive Vice President and
49                    1993                       Chief Investment Officer (1993-   
                      Chief Investment Officer,  Present), Hartford Life Insurance 
                      1993                       Company 
                      Director, 1993*            


Gillette, Donald J.   Vice President, 1993       Vice President, Director of 
50                                               Marketing (1991-Present), ITT
                                                 Hartford; MSI Insurance (1986)

Godkin, Lynda         General Counsel, 1996      General Counsel (1996-Present,
42                    Corporate Secretary, 1995  Associate General Counsel and
                                                 Corporate Secretary (1995), Assistant
                                                 General Counsel and Secretary (1994),
                                                 Counsel (1990), Hartford Life
                                                 Insurance Company

Grady, Lois W.        Vice President, 1993       Vice President (1993-Present),
51                                               Assistant Vice President (1988),
                                                 Hartford Life Insurance Company
    

                                       25
<PAGE>

<CAPTION>
   
                                                     OTHER BUSINESS
                                                   PROFESSION, VOCATION
                        POSITION WITH ITT            OR EMPLOYMENT FOR
                          HARTFORD, YEAR             PAST 5 YEARS; OTHER
NAME, AGE                  OF ELECTION                  DIRECTORSHIPS
- -------------------   -------------------------   ------------------------------
<S>                    <C>                        <C>
Hall, David A.        Senior Vice President,     Senior Vice President and Actuary
42                    1993 Actuary, 1993        (1993-Present), Hartford Life
                                                 Insurance Company

Kanarek, Joseph       Vice President, 1994       Vice President (1991-Present),
48                    Director, 1994*            Director (1992-Present), Hartford Life
                                                 Insurance Company

Kerzner, Robert A.    Vice President, 1994       Vice President (1994-Present),
44                                               Regional Vice President (1991), Life
                                                 Sales Manager (1990), Hartford Life
                                                 Insurance Company

Kohlhof, LaVern L.    Vice President, 1980       Vice President and Secretary
66                    Secretary, 1980            (1980-Present), ITT Hartford

Malchodi, Jr.,        Vice President, 1994       Vice President (1994-Present),
William B.            Director of Taxes, 1992    Director of Taxes (1992-Present),
45                                               Assistant General Counsel and
                                                 Assistant Director of Taxes (1986),
                                                 Hartford Insurance Group

Marra, Thomas M.      Executive Vice President,  Senior Vice President (1994),
37                    1995                       Director of Individual Annuities
                      Director, 1994*            (1991), Vice President (1989),
                                                 Hartford Life Insurance Company

Matthiesen, Steven L. Vice President, 1984       Vice President, Director of New
51                                               Business (1984-Present), ITT
                                                 Hartford

Noto, Joseph J.       Vice President, 1989       Vice President (1989-Present),
44                                               Hartford Life Insurance Company.

Raymond, Craig D.     Vice President, 1993       Vice President and Chief Actuary
32                    Chief Actuary, 1994        (1994-Present), Vice President (1993),
                                                 Assistant Vice President (1992),
                                                 Actuary (1989-1994), Hartford Life
                                                 Insurance Company

Schrandt, David T.    Vice President, 1987       Vice President, Treasurer and
48                    Treasurer, 1987            Controller (1987-Present), ITT
                                                 Hartford

Smith, Lowndes A.     President, 1993            President and Chief Executive
55                    Chief Executive Officer,   Officer (1993-Present), ITT
                      1989                       Hartford; President and Chief
                      Director, 1985*            Operating Officer (1989-Present),
                                                 Hartford Life Insurance Company

Zlatkus, Lizabeth H.  Vice President, 1994       Vice President, Director Business
36                    Director, 1994*            Operations (1994), Assistant Vice
                                                 President, Director Executive
                                                 Operations (1992), Executive Staff
                                                 Assistant to President (1990), Hartford
                                                 Life Insurance Company
    
</TABLE>
- -----------------------------
*    Denotes year of election to Board of Directors
**   ITT Hartford Affiliated Company

                                       26


<PAGE>
                       DISTRIBUTION OF THE GROUP POLICIES
 
    ITT  Hartford intends to sell the  Group Policies in all jurisdictions where
it is licensed to do business. The Group Policies will be sold by life insurance
sales  representatives  who  represent  ITT  Hartford  and  who  are  registered
representatives  of Hartford  Equity Sales  Company, Inc.  ("HESCO"), or certain
other registered Broker-Dealers. Any sales representative or employee will  have
been qualified to sell variable life insurance policies under applicable Federal
and  State  laws.  Each  Broker-Dealer  is registered  with  the  SEC  under the
Securities Exchange Act of 1934 and all are members of the National  Association
of  Securities Dealers,  Inc. HESCO is  the principal underwriter  for the Group
Policies.  The  maximum  sales  commission  payable  to  ITT  Hartford   agents,
independent registered insurance brokers, and other registered Broker-Dealers is
6%  of the premiums paid. In addition, expense allowances may be paid. The sales
representative may be  required to return  all or a  portion of the  commissions
paid if a Certificate terminates prior to the second Certificate Anniversary.
 
                   SAFEKEEPING OF THE SEPARATE ACCOUNT ASSETS
 
    The  assets of the Separate Account are  held by ITT Hartford. The assets of
the Separate Account are kept physically segregated and held separate and  apart
from  the General Account of ITT Hartford. ITT Hartford maintains records of all
purchases and redemptions of shares of  the Fund. Additional protection for  the
assets  of the Separate  Account is afforded by  ITT Hartford's blanket fidelity
bond issued by Aetna Casualty and Surety Company, in the aggregate amount of $50
million, covering all of the officers and employees of ITT Hartford.
 
                           FEDERAL TAX CONSIDERATIONS
 
GENERAL
 
    SINCE THE TAX LAW IS COMPLEX AND SINCE TAX CONSEQUENCES WILL VARY  ACCORDING
TO  THE ACTUAL STATUS OF THE OWNER INVOLVED AND THE TYPE OF PLAN UNDER WHICH THE
CERTIFICATE IS  PURCHASED, LEGAL  AND TAX  ADVICE  MAY BE  NEEDED BY  A  PERSON,
TRUSTEE  OR OTHER ENTITY  CONTEMPLATING THE PURCHASE  OF A CERTIFICATE DESCRIBED
HEREIN.
 
    It should be understood that any detailed description of the Federal  income
tax  consequences regarding the purchase of these Certificates cannot be made in
this Prospectus and  that special tax  rules may be  applicable with respect  to
certain  purchase situations  not discussed herein.  In addition,  no attempt is
made here  to consider  any applicable  state or  other tax  laws. For  detailed
information, a qualified tax adviser should always be consulted. This discussion
of  Federal tax  considerations is  based upon  ITT Hartford's  understanding of
current Federal income tax laws as they are currently interpreted.
 
TAXATION OF THE COMPANY AND THE SEPARATE ACCOUNT
 
    The Separate Account is taxed as a part of ITT Hartford which is taxed as  a
life insurance company under Part 1 of Subchapter L of Chapter 1 of the Internal
Revenue  Code ("Code"). Accordingly, the Separate Account will not be taxed as a
"regulated investment company" under Subchapter M of the Code. Investment income
and realized capital gains on the assets of the Separate Account (the underlying
Investment Divisions) are reinvested and  are taken into account in  determining
the value of the Accumulation Units (see "Certificate Benefits and Provisions --
Values  under the Certificate", on page   ). As a result, such investment income
and realized capital gains are automatically applied to increase reserves  under
the Certificate.
 
    ITT Hartford does not expect to incur any Federal income tax on the earnings
or realized capital gains attributable to the Separate Account. Based upon these
expectations,  no charge  is currently  being made  to the  Separate Account for
Federal income taxes. If  ITT Hartford incurs income  taxes attributable to  the
Separate Account or determines that such taxes will be incurred, it may assess a
charge for taxes against the Separate Account.
 
                                       27
<PAGE>
INCOME TAXATION OF CERTIFICATE BENEFITS
 
    For  Federal income tax purposes, the Certificates should be treated as life
insurance policies under  Section 7702 of  the Code. The  death benefit under  a
life  insurance policy  is excluded  from the  gross income  of the Beneficiary.
Also, a life insurance  policy owner is  not taxed on  increments in the  policy
value  until the  policy is  partially or  completely surrendered.  Section 7702
limits the amount of premiums that may  be invested in a policy that is  treated
as  life insurance.  ITT Hartford  intends to  monitor premium  levels to assure
compliance with the Section 7702 standards.
 
    During the  first fifteen  policy years,  an "income  first" rule  generally
applies  to any distribution  of cash that  is required under  Code Section 7702
because of a reduction in benefits under the Certificate.
 
    ITT Hartford also believes that any  Loan received under a Certificate  will
be  treated  as  Debt of  the  Owner,  and that  no  part  of any  Loan  under a
Certificate will constitute income  to the Owner. A  surrender or assignment  of
the  Certificate  may have  tax consequences  depending upon  the circumstances.
Owners should  consult qualified  tax  advisers concerning  the effect  of  such
changes.
 
    Federal,   state,  and  local   estate  tax,  inheritance,   and  other  tax
consequences of  ownership or  receipt  of Certificate  proceeds depend  on  the
circumstances of each Owner or Beneficiary.
 
    The  Maturity Date  Extension Rider allows  an Owner to  extend the Maturity
Date to the date  of the death  of the Insured.  Although ITT Hartford  believes
that  the Certificate will continue  to be treated as  a life insurance contract
for federal income tax  purposes after the scheduled  Maturity Date, due to  the
lack  of specific  guidance on this  issue, this  result is not  certain. If the
Certificate is not treated as a  life insurance contract for federal income  tax
purposes  after the Maturity Date, among other things, the Death Proceeds may be
taxable to  the recipient.  The Owner  should consult  a competent  tax  adviser
regarding  the possible adverse tax consequences  resulting from an extension of
the scheduled Maturity Date.
 
MODIFIED ENDOWMENT CONTRACTS
 
    Code Section 7702A applies an additional test, the "seven-pay" test, to life
insurance contracts. A modified  endowment contract is  a life insurance  policy
which  satisfies the  Section 7702  definition of  life insurance  but fails the
seven-pay test  of Section  7702A. A  policy  fails the  seven-pay test  if  the
accumulated  amount paid into the Certificate at any time during the first seven
Coverage Years exceeds the sum  of the net level  premiums that would have  been
paid  up to that point  if the Certificate provided  for paid-up future benefits
after the payment of  seven level annual premiums.  Computational rules for  the
seven-pay test are described in Section 7702A(c).
 
    A policy that is classified as a modified endowment contract is eligible for
certain aspects of the beneficial tax treatment accorded to life insurance. That
is,  the death benefit is  excluded from income and  increments in value are not
subject to  current taxation.  However, withdrawals  and loans  from a  modified
endowment  policy are  treated first  as income,  then as  a recovery  of basis.
Taxable  withdrawals  are  subject  to  a  10%  additional  tax,  with   certain
exceptions.  Generally, only distributions  and loans made in  the first year in
which a policy becomes a modified endowment policy, and in subsequent years, are
taxable. However,  distributions and  loans made  in the  two years  prior to  a
policy's  failing the seven-pay test are deemed to be in anticipation of failure
and are subject to tax.
 
    If  the  Certificate   satisfies  the  seven-pay   test  for  seven   years,
distributions  and loans  made thereafter  will not  be subject  to the modified
endowment policy  rules,  unless  the Certificate  is  changed  materially.  The
seven-pay  test will  be applied  anew at any  time the  Certificate undergoes a
material change, which includes an increase in the Face Amount.
 
    All modified endowment policies that are issued within any calendar year  to
the  same policy owner by one company or  its affiliates shall be treated as one
modified endowment policy for the purpose of determining the taxable portion  of
any loan or distribution.
 
    ITT  Hartford has instituted procedures to monitor whether a Certificate may
become a modified endowment contract after issue.
 
DIVERSIFICATION REQUIREMENTS
 
    Section 817  of the  Code provides  that a  variable life  insurance  policy
(other  than a  pension plan  policy) will  not be  treated as  a life insurance
policy for  any  period  during  which the  investments  made  by  the  separate
 
                                       28
<PAGE>
account  underlying the policy are not adequately diversified in accordance with
regulations prescribed by the  Treasury. If a  policy is not  treated as a  life
insurance  policy, the policy owner will be  subject to income tax on the annual
increases in cash  value. The  Treasury has  issued diversification  regulations
which,  among other things, generally require that no more than 55% of the value
of the  total  assets  of the  segregated  asset  account (such  as  the  Funds)
underlying  a variable  contract is represented  by any one  investment, no more
than 70% is represented by any two investments, no more than 80% is  represented
by  any  three investments,  and no  more than  90% is  represented by  any four
investments. In determining whether the  diversification standards are met,  all
securities  of the same issuer, all interests in the same real property project,
and all interests in the same commodity are each treated as a single investment.
In addition, in  the case of  government securities, each  government agency  or
instrumentality  shall be treated  as a separate  issuer. If the diversification
standards are not met, non-pension policy owners will be subject to current  tax
on the increase in cash value in the policy.
 
    A  separate account must be in compliance with the diversification standards
on the last day  of each calendar  quarter or within 30  days after the  quarter
ends.  If an insurance  company inadvertently fails  to need the diversification
standards, the  company may  comply within  a reasonable  period and  avoid  the
taxation  of policy income on  an ongoing basis. However,  either the company or
Policy Owner must  agree to  pay the  tax due for  the period  during which  the
diversification  standards were not met. The amount required to be paid shall be
an amount based upon the  tax that would have been  owed by the policy owner  if
they  were treated  as receiving  the income  on the  policy for  such period or
periods.
 
FEDERAL INCOME TAX WITHHOLDING
 
    If any amounts are deemed  to be current taxable  income to the Owner,  such
amounts  will  be  subject  to Federal  income  tax  withholding  and reporting,
pursuant to Section 3405 of the Internal Revenue Code.
 
OTHER TAX CONSIDERATIONS
 
    Qualified tax advisers should  be consulted concerning  the estate and  gift
tax consequences of Certificate ownership and distributions under federal, state
and local law.
 
                               LEGAL PROCEEDINGS
 
    There  are  no  pending  material  legal  proceedings  affecting  the  Group
Policies, the Certificates, the Separate Account or any of the Funds.
 
                                    EXPERTS
   
    The financial  statements for ITT Hartford included in this Prospectus and 
Registration Statement  have been audited by  Arthur Andersen LLP, independent  
public accountants,  as indicated in  their report  herein, and  are  included  
herein  in  reliance upon the authority of said firm  as experts in accounting 
and auditing in giving said report. Reference is made to  said report  of  ITT  
Hartford  Life and  Annuity Insurance  Company (the depositor), which includes
an  explanatory  paragraph  with  respect  to  changing  the valuation  method 
in determining aggregate reserves for future benefits. The principal  business
address of Arther Andersen LLP is One  Financial  Plaza,  Hartford, Connecticut 
06103.
    

    The hypothetical illustrations included in this Prospectus and  Registration
Statement have been approved by Peter J. Vogt, FSA, MAAA, Assistant Actuary, are
included in reliance upon his opinion as to their reasonableness.
 
                             REGISTRATION STATEMENT
 
    A  registration statement  has been filed  with the  Securities and Exchange
Commission under the Securities Act of 1933 as amended. This Prospectus does not
contain all information set forth in the registration statement, its  amendments
and  exhibits,  to  all  of  which reference  is  made  for  further information
concerning the  Separate  Account, ITT  Hartford,  the Group  Policies  and  the
Certificates.
 
                                       29
<PAGE>
                                   APPENDIX A
                    ILLUSTRATION OF DEATH BENEFITS, ACCOUNT
                        VALUES AND CASH SURRENDER VALUES
 
    The following tables illustrate how the Death Benefits, Cash Values and Cash
Surrender  Values of a Policy  may change with the  investment experience of the
Separate Account. The tables show how  the Death Benefits, Cash Values and  Cash
Surrender Values of a Certificate issued to an Insured of a given age would vary
over  time if the investment return on the  assets held in each Portfolio were a
uniform, gross annual rate of  0%, 6% and 12%.  The Death Benefits, Cash  Values
and  Cash Surrender  Values would  be different  from those  shown if  the gross
annual investment returns averaged 0%,  6% and 12% over  a period of years,  but
fluctuated  above and  below those averages  for individual  Coverage Years. The
tables assume that no Loans are made  and that no partial withdrawals have  been
made.  The  tables are  also  based on  the assumption  that  the Owner  has not
requested an increase or decrease in the Face Amount and that no transfers  have
been made in any Coverage Years.
 
    The  tables  on pages     to    illustrate  a Certificate  issued to  a Male
Insured, Age 45 in the Medical Non-Smoker  Class with an Initial Face Amount  of
$250,000.  The Death  Benefits, Cash Values  and Cash Surrender  Values would be
lower if the  Insured was  a smoker  or in  a special  class since  the cost  of
insurance charges would increase.
 
    The  tables reflect the fact  that the net return on  the assets held in the
Investment Divisions is lower than the gross after-tax return of the Funds. This
is because these tables assume an investment management fee and other  estimated
Fund  expenses totaling 0.70%.  The 0.70% figure  is based on  an average of the
current management fees and expenses of the available twelve Funds, taking  into
account  any applicable expense caps  or reimbursement arrangements. Actual fees
and expenses of the Funds associated with a Certificate may be more or less than
0.70%, will vary from  year to year, and  will depend on how  the Cash Value  is
allocated.

   
    As  their headings  indicate, the tables  reflect the  deductions of current
contractual charges  and  guaranteed  contractual charges  for  a  single  gross
interest  rate. These charges  include the daily charge  to the Separate Account
for assuming mortality and expense risks and the monthly administrative  expense
and  cost of insurance  charges. All tables  assume a charge  of 2.00% for taxes
attributable to  premiums, a 1.25% charge for Federal DAC  tax and  reflect  the
fact  that no  charges  against  the  Separate  Account are  currently  made for
federal,  state  or  local  taxes attributable to  the  Policy  or  Certificate.
    
    Each table also shows the amount  to which the premiums would accumulate  if
an  amount equal to those premiums were  invested to earn interest, after taxes,
at 5% compounded annually.
 
    Upon request, ITT Hartford will furnish a comparable illustration based on a
proposed Certificate's specific circumstances.
 
                                       30
<PAGE>
                         ITT HARTFORD LIFE AND ANNUITY
                               INSURANCE COMPANY
                           LEVEL DEATH BENEFIT OPTION
                      ISSUE AGE 45 MALE MEDICAL NON-SMOKER
                        $14,102 PREMIUM PAID FOR 7 YEARS
   ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0.00% (-0.70% NET)


<TABLE>
<CAPTION>
   
                                         CURRENT CHARGES *                     GUARANTEED CHARGES **
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH
  POLICY     AT 5% INTEREST       CASH       SURRENDER     DEATH         CASH       SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1            14,807           11,943     11,943       250,000        11,013     11,013       250,000
      2            30,355           23,644     23,644       250,000        21,844     21,844       250,000
      3            46,680           35,107     35,107       250,000        32,494     32,494       250,000
      4            63,821           46,369     46,369       250,000        42,971     42,971       250,000
      5            81,819           57,449     57,449       250,000        53,275     53,275       250,000
 
      6           100,717           68,460     68,460       250,000        63,410     63,410       250,000
      7           120,560           79,312     79,312       250,000        73,372     73,372       250,000
      8           126,588           77,772     77,772       250,000        70,858     70,858       250,000
      9           132,917           76,207     76,207       250,000        68,223     68,223       250,000
     10           139,563           74,608     74,608       250,000        65,444     65,444       250,000
 
     11           146,541           72,941     72,941       250,000        62,507     62,507       250,000
     12           153,868           71,192     71,192       250,000        59,390     59,390       250,000
     13           161,561           69,331     69,331       250,000        56,081     56,081       250,000
     14           169,639           67,350     67,350       250,000        52,558     52,558       250,000
     15           178,121           65,235     65,235       250,000        48,798     48,798       250,000
 
     16           187,027           62,899     62,899       250,000        44,763     44,763       250,000
     17           196,378           60,424     60,424       250,000        40,411     40,411       250,000
     18           206,197           57,790     57,790       250,000        35,685     35,685       250,000
     19           216,507           54,983     54,983       250,000        30,519     30,519       250,000
     20           227,332           51,979     51,979       250,000        24,841     24,841       250,000
 
     25           290,140           32,923     32,923       250,000             0          0             0
     30           370,300            2,817      2,817       250,000             0          0             0
 
   *  THESE  VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
    
</TABLE>


    THE  DEATH BENEFIT MAY, AND  THE CASH VALUES AND  CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
 
    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, CASH  VALUE AND CASH SURRENDER VALUE FOR  A
CERTIFICATE  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT RETURN
APPLICABLE TO  THE CERTIFICATE  AVERAGED 0%  OVER A  PERIOD OF  YEARS, BUT  ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL COVERAGE YEARS. THE DEATH
BENEFIT, CASH VALUE  AND CASH SURRENDER  VALUE FOR A  CERTIFICATE WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
INVESTMENT DIVISIONS AND THE RATES OF RETURN OF THE INVESTMENT DIVISIONS IF  THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CERTIFICATE AVERAGED 0%, BUT
VARIED   ABOVE  OR  BELOW   THAT  AVERAGE  FOR   THE  INVESTMENT  DIVISIONS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       31
<PAGE>
                         ITT HARTFORD LIFE AND ANNUITY
                               INSURANCE COMPANY
                           LEVEL DEATH BENEFIT OPTION
                      ISSUE AGE 45 MALE MEDICAL NON-SMOKER
                        $14,102 PREMIUM PAID FOR 7 YEARS
   ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6.00% (5.30% NET)

<TABLE>
<CAPTION>
   
                                         CURRENT CHARGES *                     GUARANTEED CHARGES **
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH
  POLICY     AT 5% INTEREST       CASH       SURRENDER     DEATH         CASH       SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1            14,807           12,674     12,674       250,000        11,715     11,715       250,000
      2            30,355           25,850     25,850       250,000        23,941     23,941       250,000
      3            46,680           39,558     39,558       250,000        36,707     36,707       250,000
      4            63,821           53,858     53,858       250,000        50,048     50,048       250,000
      5            81,819           68,796     68,796       250,000        63,995     63,995       250,000
 
      6           100,717           84,514     84,514       250,000        78,589     78,589       250,000
      7           120,560          100,962    100,962       250,000        93,864     93,864       250,000
      8           126,588          105,202    105,202       250,000        96,816     96,816       250,000
      9           132,917          109,613    109,613       250,000        99,812     99,812       250,000
     10           139,563          114,198    114,198       250,000       102,842    102,842       250,000
 
     11           146,541          118,943    118,943       250,000       105,906    105,906       250,000
     12           153,868          123,850    123,850       251,157       108,999    108,999       250,000
     13           161,561          128,899    128,899       254,526       112,123    112,123       250,000
     14           169,639          134,094    134,094       257,924       115,277    115,277       250,000
     15           178,121          139,436    139,436       261,355       118,458    118,458       250,000
 
     16           187,027          144,879    144,879       264,744       121,658    121,658       250,000
     17           196,378          150,492    150,492       268,208       124,867    124,867       250,000
     18           206,197          156,274    156,274       271,769       128,071    128,071       250,000
     19           216,507          162,234    162,234       275,451       131,251    131,251       250,000
     20           227,332          168,372    168,372       279,267       134,393    134,393       250,000
 
     25           290,140          201,822    201,822       300,311       149,164    149,164       250,000
     30           370,300          240,120    240,120       325,173       160,373    160,373       250,000
 
   *  THESE VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE  VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
    
</TABLE>


    THE DEATH BENEFIT MAY,  AND THE CASH VALUES  AND CASH SURRENDER VALUES  WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
 
    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, CASH  VALUE AND CASH SURRENDER VALUE FOR A
CERTIFICATE WOULD  BE DIFFERENT  FROM THOSE  SHOWN IF  ACTUAL INVESTMENT  RETURN
APPLICABLE  TO THE  CERTIFICATE AVERAGED  6% OVER  A PERIOD  OF YEARS,  BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL COVERAGE YEARS. THE  DEATH
BENEFIT,  CASH VALUE AND  CASH SURRENDER VALUE  FOR A CERTIFICATE  WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO  THE
INVESTMENT  DIVISIONS AND THE RATES OF RETURN OF THE INVESTMENT DIVISIONS IF THE
ACTUAL RATE  OF INVESTMENT  RETURN APPLICABLE  TO THE  POLICY AVERAGED  6%,  BUT
VARIED   ABOVE  OR  BELOW   THAT  AVERAGE  FOR   THE  INVESTMENT  DIVISIONS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       32
<PAGE>
                         ITT HARTFORD LIFE AND ANNUITY
                               INSURANCE COMPANY
                           LEVEL DEATH BENEFIT OPTION
                      ISSUE AGE 45 MALE MEDICAL NON-SMOKER
                        $14,102 PREMIUM PAID FOR 7 YEARS
  ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12.00% (11.30% NET)

<TABLE>
<CAPTION>
   
                                     CURRENT CHARGES *                     GUARANTEED CHARGES **
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH
  POLICY     AT 5% INTEREST       CASH       SURRENDER     DEATH         CASH       SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1            14,807           13,403     13,403       250,000        12,416     12,416       250,000
      2            30,355           28,141     28,141       250,000        26,120     26,120       250,000
      3            46,680           44,362     44,362       250,000        41,260     41,260       250,000
      4            63,821           62,264     62,264       250,000        58,004     58,004       250,000
      5            81,819           82,050     82,050       250,000        76,539     76,539       250,000
 
      6           100,717          104,029    104,029       250,000        97,079     97,079       250,000
      7           120,560          128,268    128,268       297,803       119,704    119,704       278,078
      8           126,588          141,331    141,331       318,794       130,879    130,879       295,392
      9           132,917          155,708    155,708       341,372       143,050    143,050       313,810
     10           139,563          171,523    171,523       365,662       156,292    156,292       333,403
 
     11           146,541          188,883    188,883       391,737       170,696    170,696       354,243
     12           153,868          207,924    207,924       419,710       186,353    186,353       376,410
     13           161,561          228,775    228,775       449,660       203,374    203,374       399,988
     14           169,639          251,604    251,604       481,721       221,873    221,873       425,066
     15           178,121          276,591    276,591       516,046       241,972    241,972       451,739
 
     16           187,027          303,826    303,826       552,635       263,795    263,795       480,107
     17           196,378          333,647    333,647       591,889       287,470    287,470       510,279
     18           206,197          366,285    366,285       634,054       313,126    313,126       542,369
     19           216,507          402,004    402,004       679,405       340,896    340,896       576,498
     20           227,332          441,080    441,080       728,217       370,924    370,924       612,796
 
     25           290,140          698,226    698,226     1,034,173       561,291    561,291       831,973
     30           370,300        1,097,000   1,097,000    1,478,729       837,775    837,775     1,130,313
 
   *  THESE VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE  VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
    
</TABLE>

    THE DEATH BENEFIT MAY,  AND THE CASH VALUES  AND CASH SURRENDER VALUES  WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
 
    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, CASH  VALUE AND CASH SURRENDER VALUE FOR A
CERTIFICATE WOULD  BE DIFFERENT  FROM THOSE  SHOWN IF  ACTUAL INVESTMENT  RETURN
APPLICABLE  TO THE  CERTIFICATE AVERAGED  12% OVER A  PERIOD OF  YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL COVERAGE YEARS. THE  DEATH
BENEFIT,  CASH VALUE AND  CASH SURRENDER VALUE  FOR A CERTIFICATE  WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN. DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO  THE
INVESTMENT  DIVISIONS AND THE RATES OF RETURN OF THE INVESTMENT DIVISIONS IF THE
ACTUAL RATE OF INVESTMENT RETURN APPLICABLE TO THE CERTIFICATE AVERAGED 12%, BUT
VARIED  ABOVE  OR  BELOW   THAT  AVERAGE  FOR   THE  INVESTMENT  DIVISIONS.   NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       33
<PAGE>
                         ITT HARTFORD LIFE AND ANNUITY
                               INSURANCE COMPANY
                        INCREASING DEATH BENEFIT OPTION
                      ISSUE AGE 45 MALE MEDICAL NON-SMOKER
                        $14,102 PREMIUM PAID FOR 7 YEARS
   ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0.00% (-0.70% NET)

<TABLE>
<CAPTION>
   
                                         CURRENT CHARGES *                     GUARANTEED CHARGES **
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH
  POLICY     AT 5% INTEREST       CASH       SURRENDER     DEATH         CASH       SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1            14,807           11,933     11,933       261,964        10,961     10,961       261,068
      2            30,355           23,603     23,603       273,656        21,682     21,682       271,808
      3            46,680           35,007     35,007       285,082        32,159     32,159       282,306
      4            63,821           46,175     46,175       296,270        42,390     42,390       292,558
      5            81,819           57,123     57,123       307,236        52,367     52,367       302,555
 
      6           100,717           68,000     68,000       318,119        62,084     62,084       312,294
      7           120,560           78,683     78,682       328,818        71,525     71,525       321,758
      8           126,588           76,962     76,962       327,100        68,465     68,465       318,709
      9           132,917           75,206     75,206       325,346        65,261     65,261       315,516
     10           139,563           73,398     73,398       323,543        61,887     61,887       312,157
 
     11           146,541           71,497     71,497       321,649        58,333     58,333       308,617
     12           153,868           69,482     69,482       319,644        54,578     54,578       304,879
     13           161,561           67,315     67,315       317,490        50,617     50,617       300,935
     14           169,639           64,989     64,989       315,177        46,434     46,434       296,771
     15           178,121           62,493     62,493       312,695        42,012     42,012       292,368
 
     16           187,027           59,712     59,712       309,938        37,320     37,320       287,699
     17           196,378           56,767     56,767       307,006        32,325     32,325       282,729
     18           206,197           53,638     53,638       303,892        26,983     26,983       277,415
     19           216,507           50,314     50,314       300,584        21,241     21,241       271,706
     20           227,332           46,774     46,774       297,062        15,051     15,051       265,553
 
     25           290,140           24,947     24,947       275,357             0          0             0
     30           370,300                0          0             0             0          0             0
    

   *  THESE  VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE  DEATH BENEFIT MAY, AND  THE CASH VALUES AND  CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
 
    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, CASH  VALUE AND CASH SURRENDER VALUE FOR  A
CERTIFICATE  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT RETURN
APPLICABLE TO  THE CERTIFICATE  AVERAGED 0%  OVER A  PERIOD OF  YEARS, BUT  ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL COVERAGE YEARS. THE DEATH
BENEFIT, CASH VALUE  AND CASH SURRENDER  VALUE FOR A  CERTIFICATE WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
INVESTMENT DIVISIONS AND THE RATES OF RETURN OF THE INVESTMENT DIVISIONS IF  THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CERTIFICATE AVERAGED 0%, BUT
VARIED   ABOVE  OR  BELOW   THAT  AVERAGE  FOR   THE  INVESTMENT  DIVISIONS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       34
<PAGE>
                         ITT HARTFORD LIFE AND ANNUITY
                               INSURANCE COMPANY
                        INCREASING DEATH BENEFIT OPTION
                      ISSUE AGE 45 MALE MEDICAL NON-SMOKER
                        $14,102 PREMIUM PAID FOR 7 YEARS
   ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6.00% (5.30% NET)


<TABLE>
<CAPTION>
   
                                         CURRENT CHARGES *                     GUARANTEED CHARGES **
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH
  POLICY     AT 5% INTEREST       CASH       SURRENDER     DEATH         CASH       SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1            14,807           12,663     12,663       262,633        11,659     11,659       261,710
      2            30,355           25,805     25,805       275,735        23,762     23,762       273,775
      3            46,680           39,443     39,443       289,331        36,322     36,322       286,296
      4            63,821           53,626     53,626       303,468        49,354     49,354       299,288
      5            81,819           68,393     68,393       318,185        62,868     62,868       312,762
 
      6           100,717           83,922     83,922       333,649        76,879     76,879       326,730
      7           120,560          100,120    100,120       349,789        91,386     91,386       341,194
      8           126,588          104,066    104,066       353,725        93,447     93,447       343,261
      9           132,917          108,133    108,133       357,782        95,411     95,411       345,234
     10           139,563          112,312    112,312       361,951        97,247     97,247       347,080
 
     11           146,541          116,560    116,560       366,194        98,933     98,933       348,780
     12           153,868          120,862    120,862       370,491       100,442    100,442       350,304
     13           161,561          125,179    125,179       374,806       101,756    101,756       351,634
     14           169,639          129,500    129,500       379,127       102,847    102,847       352,744
     15           178,121          133,813    133,813       383,441       103,683    103,683       353,601
 
     16           187,027          137,997    137,997       387,636       104,218    104,218       354,163
     17           196,378          142,167    142,167       391,807       104,400    104,400       354,375
     18           206,197          146,298    146,298       395,942       104,163    104,163       354,173
     19           216,507          150,376    150,376       400,024       103,429    103,429       353,481
     20           227,332          154,374    154,374       404,029       102,199    102,199       352,221
 
     25           290,140          171,947    171,947       421,683        84,222     84,222       334,669
     30           370,300          181,020    181,020       430,948        36,402     36,402       287,507
 
   *  THESE VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE  VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
    
</TABLE>
 
    THE DEATH BENEFIT MAY,  AND THE CASH VALUES  AND CASH SURRENDER VALUES  WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
 
    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, CASH  VALUE AND CASH SURRENDER VALUE FOR A
CERTIFICATE WOULD  BE DIFFERENT  FROM THOSE  SHOWN IF  ACTUAL INVESTMENT  RETURN
APPLICABLE  TO THE  CERTIFICATE AVERAGED  6% OVER  A PERIOD  OF YEARS,  BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL COVERAGE YEARS. THE  DEATH
BENEFIT,  CASH VALUE AND  CASH SURRENDER VALUE  FOR A CERTIFICATE  WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO  THE
INVESTMENT  DIVISIONS AND THE RATES OF RETURN OF THE INVESTMENT DIVISIONS IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CERTIFICATE AVERAGED 6%, BUT
VARIED  ABOVE  OR  BELOW   THAT  AVERAGE  FOR   THE  INVESTMENT  DIVISIONS.   NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       35
<PAGE>
                         ITT HARTFORD LIFE AND ANNUITY
                               INSURANCE COMPANY
                        INCREASING DEATH BENEFIT OPTION
                      ISSUE AGE 45 MALE MEDICAL NON-SMOKER
                        $14,102 PREMIUM PAID FOR 7 YEARS
  ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12.00% (11.30% NET)


<TABLE>
<CAPTION>
   
                                         CURRENT CHARGES *                     GUARANTEED CHARGES **
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH
  POLICY     AT 5% INTEREST       CASH       SURRENDER     DEATH         CASH       SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1            14,807           13,391     13,391       263,298        12,357     12,357       262,348
      2            30,355           28,092     28,092       277,884        25,923     25,923       275,809
      3            46,680           44,231     44,231       293,898        40,820     40,820       290,590
      4            63,821           61,992     61,992       311,517        57,182     57,182       306,824
      5            81,819           81,557     81,557       330,925        75,151     75,151       324,653
 
      6           100,717          103,275    103,275       352,455        94,889     94,889       344,236
      7           120,560          127,240    127,240       376,224       116,560    116,560       365,739
      8           126,588          140,002    140,002       388,884       126,665    126,665       375,773
      9           132,917          154,051    154,051       402,820       137,641    137,641       386,674
     10           139,563          169,508    169,508       418,154       149,554    149,554       398,505
 
     11           146,541          186,473    186,473       434,988       162,486    162,486       411,348
     12           153,868          205,087     20,087       453,458       176,524    176,524       425,290
     13           161,561          225,480    225,480       473,696       191,775    191,775       440,435
     14           169,639          247,830    247,830       495,876       208,347    208,347       456,892
     15           178,121          272,332    272,332       520,190       226,360    226,360       474,779
 
     16           187,027          299,090    299,090       546,751       245,931    245,931       494,214
     17           196,378          328,442    328,442       582,656       267,184    267,184       515,320
     18           206,197          360,570    360,570       624,161       290,247    290,247       538,225
     19           216,507          395,730    395,730       668,803       315,252    315,252       563,061
     20           227,332          434,196    434,196       716,852       342,348    342,348       589,975
 
     25           290,140          687,323    687,323     1,018,024       515,918    515,918       764,719
     30           370,300        1,079,864   1,079,864    1,455,630       769,993    769,993     1,038,862
 
   *  THESE  VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
    
</TABLE>

    THE  DEATH BENEFIT MAY, AND  THE CASH VALUES AND  CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
 
    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, CASH  VALUE AND CASH SURRENDER VALUE FOR  A
CERTIFICATE  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT RETURN
APPLICABLE TO THE  CERTIFICATE AVERAGED  12% OVER A  PERIOD OF  YEARS, BUT  ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL COVERAGE YEARS. THE DEATH
BENEFIT, CASH VALUE  AND CASH SURRENDER  VALUE FOR A  CERTIFICATE WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
INVESTMENT DIVISIONS AND THE RATES OF RETURN OF THE INVESTMENT DIVISIONS IF  THE
ACTUAL  RATES OF INVESTMENT  RETURN APPLICABLE TO  THE CERTIFICATE AVERAGED 12%,
BUT VARIED  ABOVE  OR  BELOW  THAT AVERAGE  FOR  THE  INVESTMENT  DIVISIONS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       36
<PAGE>
                         ITT HARTFORD LIFE AND ANNUITY
                               INSURANCE COMPANY
                           LEVEL DEATH BENEFIT OPTION
                      ISSUE AGE 45 MALE MEDICAL NON-SMOKER
                        $6,000 PREMIUM PAID FOR 30 YEARS
   ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0.00% (-0.70% NET)
   
<TABLE>
<CAPTION>
                                         CURRENT CHARGES *                     GUARANTEED CHARGES **
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH
  POLICY     AT 5% INTEREST       CASH       SURRENDER     DEATH         CASH       SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1             6,300            4,924      4,924       250,000         3,968      3,968       250,000
      2            12,915            9,687      9,687       250,000         7,811      7,811       250,000
      3            19,861           14,290     14,290       250,000        11,526     11,526       250,000
      4            27,154           18,763     18,763       250,000        15,112     15,112       250,000
      5            34,812           23,122     23,122       250,000        18,563     18,563       250,000
 
      6            42,853           27,500     27,500       250,000        21,874     21,874       250,000
      7            51,296           31,787     31,787       250,000        25,031     25,031       250,000
      8            60,161           36,099     36,099       250,000        28,142     28,142       250,000
      9            69,469           40,314     40,314       250,000        31,072     31,072       250,000
     10            79,242           44,422     44,422       250,000        33,804     33,804       250,000
 
     11            89,504           48,391     48,391       250,000        36,332     36,332       250,000
     12           100,279           52,210     52,210       250,000        38,644     38,644       250,000
     13           111,593           55,854     55,854       250,000        40,735     40,735       250,000
     14           123,473           59,323     59,323       250,000        42,597     42,597       250,000
     15           135,947           62,612     62,612       250,000        44,215     44,215       250,000
 
     16           149,044           65,645     65,645       250,000        45,568     45,568       250,000
     17           162,796           68,513     68,513       250,000        46,626     46,626       250,000
     18           177,236           71,206     71,206       250,000        47,353     47,353       250,000
     19           192,398           73,722     73,722       250,000        47,703     47,703       250,000
     20           208,318           76,049     76,049       250,000        47,632     47,632       250,000
 
     25           300,684           84,346     84,346       250,000        39,331     39,331       250,000
     30           418,569           85,135     85,135       250,000         9,035      9,035       250,000
 
   *  THESE  VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
    

    THE  DEATH BENEFIT MAY, AND  THE CASH VALUES AND  CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
 
    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, CASH  VALUE AND CASH SURRENDER VALUE FOR  A
CERTIFICATE  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT RETURN
APPLICABLE TO  THE CERTIFICATE  AVERAGED 0%  OVER A  PERIOD OF  YEARS, BUT  ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL COVERAGE YEARS. THE DEATH
BENEFIT, CASH VALUE  AND CASH SURRENDER  VALUE FOR A  CERTIFICATE WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
INVESTMENT DIVISIONS AND THE RATES OF RETURN OF THE INVESTMENT DIVISIONS IF  THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CERTIFICATE AVERAGED 0%, BUT
VARIED   ABOVE  OR  BELOW   THAT  AVERAGE  FOR   THE  INVESTMENT  DIVISIONS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

                                       37
<PAGE>
                         ITT HARTFORD LIFE AND ANNUITY
                               INSURANCE COMPANY
                           LEVEL DEATH BENEFIT OPTION
                      ISSUE AGE 45 MALE MEDICAL NON-SMOKER
                        $6,000 PREMIUM PAID FOR 30 YEARS
   ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6.00% (5.30% NET)

   

<TABLE>
<CAPTION>
                                         CURRENT CHARGES *                     GUARANTEED CHARGES **
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH
  POLICY     AT 5% INTEREST       CASH       SURRENDER     DEATH         CASH       SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1             6,300            5,229      5,229       250,000         4,243      4,243       250,000
      2            12,915           10,604     10,604       250,000         8,610      8,610       250,000
      3            19,861           16,130     16,130       250,000        13,105     13,105       250,000
      4            27,154           21,843     21,843       250,000        17,732     17,732       250,000
      5            34,812           27,769     27,769       250,000        22,490     22,490       250,000
 
      6            42,853           34,052     34,052       250,000        27,385     27,385       250,000
      7            51,296           40,597     40,597       250,000        32,408     32,408       250,000
      8            60,161           47,542     47,542       250,000        37,684     37,684       250,000
      9            69,469           54,777     54,777       250,000        43,087     43,087       250,000
     10            79,242           62,309     62,309       250,000        48,612     48,612       250,000
 
     11            89,504           70,123     70,123       250,000        54,264     54,264       250,000
     12           100,279           78,226     78,226       250,000        60,043     60,043       250,000
     13           111,593           86,616     86,616       250,000        65,963     65,963       250,000
     14           123,473           95,313     95,313       250,000        72,030     72,030       250,000
     15           135,947          104,339    104,339       250,000        78,253     78,253       250,000
 
     16           149,044          113,659    113,659       250,000        84,635     84,635       250,000
     17           162,796          123,376    123,376       250,000        91,176     91,176       250,000
     18           177,236          133,518    133,518       250,000        97,878     97,878       250,000
     19           192,398          144,121    144,121       250,000       104,739    104,739       250,000
     20           208,318          155,158    155,158       257,350       111,766    111,766       250,000
 
     25           300,684          216,025    216,025       321,445       150,258    150,258       250,000
     30           418,569          286,969    286,969       388,618       197,093    197,093       267,146
 
   *  THESE VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE  VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>

    

    THE DEATH BENEFIT MAY,  AND THE CASH VALUES  AND CASH SURRENDER VALUES  WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
 
    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, CASH  VALUE AND CASH SURRENDER VALUE FOR A
CERTIFICATE WOULD  BE DIFFERENT  FROM THOSE  SHOWN IF  ACTUAL INVESTMENT  RETURN
APPLICABLE  TO THE  CERTIFICATE AVERAGED  6% OVER  A PERIOD  OF YEARS,  BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL COVERAGE YEARS. THE  DEATH
BENEFIT,  CASH VALUE AND  CASH SURRENDER VALUE  FOR A CERTIFICATE  WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO  THE
INVESTMENT  DIVISIONS AND THE RATES OF RETURN OF THE INVESTMENT DIVISIONS IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CERTIFICATE AVERAGED 6%, BUT
VARIED  ABOVE  OR  BELOW   THAT  AVERAGE  FOR   THE  INVESTMENT  DIVISIONS.   NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       38
<PAGE>
                         ITT HARTFORD LIFE AND ANNUITY
                               INSURANCE COMPANY
                           LEVEL DEATH BENEFIT OPTION
                      ISSUE AGE 45 MALE MEDICAL NON-SMOKER
                        $6,000 PREMIUM PAID FOR 30 YEARS
  ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12.00% (11.30% NET)

   
<TABLE>
<CAPTION>
                                         CURRENT CHARGES *                     GUARANTEED CHARGES **
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH
  POLICY     AT 5% INTEREST       CASH       SURRENDER     DEATH         CASH       SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1             6,300            5,535      5,535       250,000         4,518      4,518       250,000
      2            12,915           11,557     11,557       250,000         9,443      9,443       250,000
      3            19,861           18,117     18,117       250,000        14,816     14,816       250,000
      4            27,154           25,305     25,305       250,000        20,687     20,687       250,000
      5            34,812           33,204     33,204       250,000        27,105     27,105       250,000
 
      6            42,853           42,029     42,029       250,000        34,131     34,131       250,000
      7            51,296           51,767     51,767       250,000        41,821     41,821       250,000
      8            60,161           62,651     62,651       250,000        50,379     50,379       250,000
      9            69,469           74,669     74,669       250,000        59,765     59,765       250,000
     10            79,242           87,941     87,941       250,000        70,070     70,070       250,000
 
     11            89,504          102,584    102,584       250,000        81,408     81,408       250,000
     12           100,279          118,751    118,751       250,000        93,909     93,909       250,000
     13           111,593          136,560    136,560       268,409       107,730    107,730       250,000
     14           123,473          156,085    156,085       298,841       123,051    123,051       250,000
     15           135,947          177,483    177,483       331,137       140,011    140,011       261,387
 
     16           149,044          200,853    200,853       365,336       158,459    158,459       288,395
     17           162,796          226,460    226,460       401,741       178,501    178,501       316,851
     18           177,236          254,506    254,506       440,560       200,252    200,252       346,858
     19           192,398          285,216    285,216       482,028       223,831    223,831       378,526
     20           208,318          318,831    318,831       526,386       249,366    249,366       411,972
 
     25           300,684          540,360    540,360       800,351       411,856    411,856       610,473
     30           418,569          884,473    884,473     1,192,249       648,965    648,965       875,573
 
   *  THESE  VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
    

    THE  DEATH BENEFIT MAY, AND  THE CASH VALUES AND  CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
 
    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, CASH  VALUE AND CASH SURRENDER VALUE FOR  A
CERTIFICATE  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT RETURN
APPLICABLE TO THE  CERTIFICATE AVERAGED  12% OVER A  PERIOD OF  YEARS, BUT  ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL COVERAGE YEARS. THE DEATH
BENEFIT, CASH VALUE  AND CASH SURRENDER  VALUE FOR A  CERTIFICATE WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
INVESTMENT DIVISIONS AND THE RATES OF RETURN OF THE INVESTMENT DIVISIONS IF  THE
ACTUAL  RATES OF INVESTMENT  RETURN APPLICABLE TO  THE CERTIFICATE AVERAGED 12%,
BUT VARIED  ABOVE  OR  BELOW  THAT AVERAGE  FOR  THE  INVESTMENT  DIVISIONS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

                                       39
<PAGE>
                         ITT HARTFORD LIFE AND ANNUITY
                               INSURANCE COMPANY
                        INCREASING DEATH BENEFIT OPTION
                      ISSUE AGE 45 MALE MEDICAL NON-SMOKER
                        $6,000 PREMIUM PAID FOR 30 YEARS
   ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0.00% (-0.70% NET)
   

<TABLE>
<CAPTION>
                                         CURRENT CHARGES *                     GUARANTEED CHARGES **
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH
  POLICY     AT 5% INTEREST       CASH       SURRENDER     DEATH         CASH       SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1             6,300            4,919      4,919       254,943         3,947      3,947       254,046
      2            12,915            9,671      9,671       259,708         7,749      7,749       257,860
      3            19,861           14,249     14,249       264,301        11,400     11,400       261,524
      4            27,154           18,683     18,683       268,747        14,898     14,898       265,034
      5            34,812           22,989     22,989       273,063        18,231     18,231       268,381
 
      6            42,853           27,313     27,313       277,386        21,396     21,396       271,560
      7            51,296           31,531     31,531       281,613        24,370     24,370       274,550
      8            60,161           35,759     35,759       285,850        27,259     27,259       277,456
      9            69,469           39,871     39,871       289,971        29,922     29,922       280,137
     10            79,242           43,853     43,853       293,964        32,337     32,337       282,573
 
     11            89,504           47,662     47,662       297,787        34,493     34,493       284,750
     12           100,279           51,281     51,281       301,422        36,372     36,372       286,652
     13           111,593           54,672     54,672       304,832        37,968     37,968       288,272
     14           123,473           57,828     57,828       308,008        39,268     39,268       289,596
     15           135,947           60,741     60,741       310,941        40,255     40,255       290,609
 
     16           149,044           63,297     63,297       313,526        40,899     40,899       291,282
     17           162,796           65,616     65,616       315,865        41,169     41,169       291,583
     18           177,236           67,680     67,680       317,950        41,020     41,020       291,468
     19           192,398           69,479     69,479       319,771        40,402     40,402       290,889
     20           208,318           70,994     70,994       321,310        39,267     39,267       289,797
 
     25           300,684           73,439     73,439       323,904        24,498     24,498       275,290
     30           418,569           64,458     64,458       315,141             0          0             0
 
   *  THESE  VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
    

    THE  DEATH BENEFIT MAY, AND  THE CASH VALUES AND  CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
 
    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, CASH  VALUE AND CASH SURRENDER VALUE FOR  A
CERTIFICATE  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT RETURN
APPLICABLE TO  THE CERTIFICATE  AVERAGED 0%  OVER A  PERIOD OF  YEARS, BUT  ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL COVERAGE YEARS. THE DEATH
BENEFIT, CASH VALUE  AND CASH SURRENDER  VALUE FOR A  CERTIFICATE WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
INVESTMENT DIVISIONS AND THE RATES OF RETURN OF THE INVESTMENT DIVISIONS IF  THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CERTIFICATE AVERAGED 0%, BUT
VARIED   ABOVE  OR  BELOW   THAT  AVERAGE  FOR   THE  INVESTMENT  DIVISIONS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       40
<PAGE>
                         ITT HARTFORD LIFE AND ANNUITY
                               INSURANCE COMPANY
                        INCREASING DEATH BENEFIT OPTION
                      ISSUE AGE 45 MALE MEDICAL NON-SMOKER
                        $6,000 PREMIUM PAID FOR 30 YEARS
   ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6.00% (5.30% NET)
   
<TABLE>
<CAPTION>
                                         CURRENT CHARGES *                      GUARANTEED CHARGES **
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH
  POLICY     AT 5% INTEREST       CASH       SURRENDER     DEATH         CASH       SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1             6,300            5,225      5,225       255,223         4,221      4,221       254,300
      2            12,915           10,586     10,586       260,573         8,542      8,542       258,612
      3            19,861           16,082     16,082       266,058        12,960     12,960       263,022
      4            27,154           21,748     21,748       271,709        17,475     17,475       267,529
      5            34,812           27,604     27,604       277,549        22,078     22,078       272,124
 
      6            42,853           33,810     33,810       283,725        26,764     26,764       276,804
      7            51,296           40,254     40,254       290,149        31,516     31,516       281,550
      8            60,161           47,068     47,068       296,941        36,444     36,444       286,473
      9            69,469           54,135     54,135       303,987        41,406     41,406       291,432
     10            79,242           61,452     61,452       311,283        46,379     46,379       296,404
 
     11            89,504           68,984     68,984       318,797        51,348     51,348       301,374
     12           100,279           76,721     76,721       326,516        56,291     56,291       306,319
     13           111,593           84,631     84,631       334,412        61,197     61,197       311,228
     14           123,473           92,712     92,712       342,478        66,046     66,046       316,082
     15           135,947          100,959    100,959       350,711        70,814     70,814       320,856
 
     16           149,044          109,259    109,259       359,006        75,463     75,463       325,516
     17           162,796          117,734    117,734       367,466        79,949     79,949       330,016
     18           177,236          126,369    126,369       376,088        84,215     84,215       334,300
     19           192,398          135,160    135,160       384,865        88,192     88,192       338,302
     20           208,318          144,089    144,089       393,782        91,811     91,811       341,952
 
     25           300,684          189,952    189,952       439,620       102,201    102,201       352,580
     30           418,569          234,498    234,498       484,226        89,866     89,866       340,768
 
   *  THESE VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE  VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
    
    THE DEATH BENEFIT MAY,  AND THE CASH VALUES  AND CASH SURRENDER VALUES  WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
 
    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, CASH  VALUE AND CASH SURRENDER VALUE FOR A
CERTIFICATE WOULD  BE DIFFERENT  FROM THOSE  SHOWN IF  ACTUAL INVESTMENT  RETURN
APPLICABLE  TO THE  CERTIFICATE AVERAGED  6% OVER  A PERIOD  OF YEARS,  BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL COVERAGE YEARS. THE  DEATH
BENEFIT,  CASH VALUE AND  CASH SURRENDER VALUE  FOR A CERTIFICATE  WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO  THE
INVESTMENT  DIVISIONS AND THE RATES OF RETURN OF THE INVESTMENT DIVISIONS IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CERTIFICATE AVERAGED 6%, BUT
VARIED  ABOVE  OR  BELOW   THAT  AVERAGE  FOR   THE  INVESTMENT  DIVISIONS.   NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       41
<PAGE>
                         ITT HARTFORD LIFE AND ANNUITY
                               INSURANCE COMPANY
                        INCREASING DEATH BENEFIT OPTION
                      ISSUE AGE 45 MALE MEDICAL NON-SMOKER
                        $6,000 PREMIUM PAID FOR 30 YEARS
  ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12.00% (11.30% NET)
   
<TABLE>
<CAPTION>
                                         CURRENT CHARGES *                     GUARANTEED CHARGES **
                PREMIUMS       ------------------------------------   ------------------------------------
  END OF      ACCUMULATED                      CASH
  POLICY     AT 5% INTEREST       CASH       SURRENDER     DEATH         CASH       SURRENDER     DEATH
   YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE        VALUE      BENEFIT
  -------   ----------------   -----------   ---------   ----------   -----------   ---------   ----------
  <S>       <C>                <C>           <C>         <C>          <C>           <C>         <C>
      1             6,300            5,530      5,530       255,502         4,495      4,495       254,552
      2            12,915           11,536     11,536       261,467         9,368      9,368       259,392
      3            19,861           18,063     18,063       267,948        14,651     14,651       264,639
      4            27,154           25,192     25,192       275,025        20,381     20,381       270,311
      5            34,812           33,003     33,003       282,776        26,594     26,594       276,501
 
      6            42,853           41,721     41,721       291,415        33,332     33,332       283,193
      7            51,296           51,311     51,311       300,929        40,626     40,626       290,439
      8            60,161           61,994     61,994       311,527        48,651     48,651       298,411
      9            69,469           73,744     73,744       323,814        57,326     57,326       307,029
     10            79,242           86,658     86,658       335,997        66,693     66,693       316,336
 
     11            89,504          100,812    100,812       350,043        76,811     76,811       326,388
     12           100,279          116,316    116,316       365,429        87,736     87,736       337,242
     13           111,593          133,271    133,271       382,257        99,543     99,543       348,973
     14           123,473          151,819    151,819       400,666       112,308    112,308       361,654
     15           135,947          172,116    172,116       420,810       126,110    126,100       375,365
 
     16           149,044          194,222    194,222       442,758       141,023    141,023       390,182
     17           162,796          218,454    218,454       466,805       157,125    157,125       406,180
     18           177,236          245,012    245,012       493,160       174,492    174,492       423,437
     19           192,398          274,129    274,129       522,054       193,196    193,196       442,024
     20           208,318          306,052    306,052       553,732       213,324    213,324       462,028
 
     25           300,684          518,130    518,130       767,425       339,286    339,286       587,214
     30           418,569          849,534    849,534     1,145,152       518,712    518,712       765,616
 
   *  THESE  VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
    
    THE  DEATH BENEFIT MAY, AND  THE CASH VALUES AND  CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
 
    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, CASH  VALUE AND CASH SURRENDER VALUE FOR  A
CERTIFICATE  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT RETURN
APPLICABLE TO THE  CERTIFICATE AVERAGED  12% OVER A  PERIOD OF  YEARS, BUT  ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL COVERAGE YEARS. THE DEATH
BENEFIT, CASH VALUE  AND CASH SURRENDER  VALUE FOR A  CERTIFICATE WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
INVESTMENT DIVISIONS AND THE RATES OF RETURN OF THE INVESTMENT DIVISIONS IF  THE
ACTUAL  RATES OF INVESTMENT  RETURN APPLICABLE TO  THE CERTIFICATE AVERAGED 12%,
BUT VARIED  ABOVE  OR  BELOW  THAT AVERAGE  FOR  THE  INVESTMENT  DIVISIONS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       42
<PAGE>

                         PART I. FINANCIAL INFORMATION

Item 1.


                             FINANCIAL STATEMENTS

The following unaudited financial statements, reflect, in the opinion of 
management, all adjustments (which include only normal recurring adjustments) 
necessary to present fairly the financial position, the results of operations 
and the cash flows for the periods presented.  Interim results are not 
indicative of the results which may be expected for any other interim period 
or the full year. Certain reclassifications of prior year results were made 
to conform to current presentation. For a description of accounting policies, 
see Notes to Consolidated Financial Statements in the 1995 Form 10-K.

               HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF INCOME
                                 (in Millions)


                                                           Three Months Ended
                                                                March 31,
                                                                ---------
                                                             1996       1995  
                                                           --------   --------
                                                               (unaudited)   


         REVENUES:


         Premiums and other considerations               $    644    $    450 

         Net investment income                                333         339 

         Net realized gains on investments                     -            1
                                                           ------      ------
                                                              977         790
                                                           ------      ------


         BENEFITS, CLAIMS AND EXPENSES:


         Benefits, claims and claim adjustment expenses       396         366

         Amortization of deferred policy acquisition costs     66          42

         Dividends to policyholders                           286         228

         Other insurance expenses                             164         108
                                                           ------      ------
                                                              912         744
                                                           ------      ------


         INCOME BEFORE INCOME TAX                              65          46

         Income tax expense                                    22          15
                                                           ------      ------


         NET INCOME                                      $     43    $     31
                                                           ------      ------
                                                           ------      ------


                                      F-1

<PAGE>


                 HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                (In Millions)

                                                 March 31,      December 31,
                                                   1996             1995
                                                 ---------     -------------
                                                       (unaudited)



                 ASSETS

Investments:
Fixed maturities, available for sale, at fair  
 value                                         $     14,279    $      14,400
Equity securities, at fair value                         64               63
Mortgage loans, at outstanding principal balance         82              265
Policy loans, at outstanding balance                  3,868            3,381
Other investments                                       104              156
                                                    -------          -------
                                                     18,397           18,265

Cash                                                     52               46
Premiums and amounts receivable                         104              165
Reinsurance recoverable                               6,219            6,221
Accrued investment income                               334              394
Deferred policy acquisition costs                     2,283            2,188
Deferred income tax                                     531              420
Other assets                                            246              234
Separate account assets                              38,951           36,264
                                                    -------          -------
                                               $     67,117    $      64,197
                                                    -------          -------
                                                    -------          -------

        LIABILITIES AND STOCKHOLDER'S EQUITY

Future policy benefits                         $      2,284    $       2,373
Other policyholder funds                             22,637           22,598
Other liabilities                                     1,603            1,233
Separate account liabilities                         38,951           36,264
                                                    -------          -------
                                                     65,475           62,468

Common stock -- authorized 1,000 shares, $5,690 par value,
 issued and outstanding 1,000 shares                      6                6
Capital surplus                                       1,007            1,007
Unrealized loss on investments, net of tax             (187)             (57)
Retained earnings                                       816              773
                                                    -------          -------
                                                      1,642            1,729
                                                    -------          -------
                                               $     67,117    $      64,197
                                                    -------          -------
                                                    -------          -------





                                     F-2
<PAGE>


                      HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (In Millions)



<TABLE>
<CAPTION>

                                                                  Three Months
                                                                 Ended March 31,
                                                                 ---------------
                                                               1996           1995
                                                               ----           ----
                                                                   (Unaudited)
<S>                                                         <C>           <C>
OPERATING ACTIVITIES:
NET INCOME                                                  $       43    $        31
Adjustments to net income:
Net realized investment gains before tax                            --             (1)
Net policyholder investment gains before tax                        (3)            --
Net deferred policy acquisition costs                              (95)          (108)
Net amortization of premium on fixed maturities                      7              1
Deferred income tax expense                                        (40)           (75)
Decrease in premiums and amounts receivable                         43             14
Increase in other assets                                           (12)          (131)
Increase in reinsurance recoverable                                (12)           (36)
(Decrease) increase in liability for future policy benefits        (89)            99
Increase in other liabilities                                      262            141
Decrease in accrued investment income                               60             26
                                                                ------         ------
CASH PROVIDED (USED FOR) BY OPERATING ACTIVITIES                   164            (39)
                                                                ------         ------

INVESTING ACTIVITIES:
Purchases of fixed maturity investments                         (1,382)        (1,080)
Proceeds from sales of fixed maturity investments                  701            751
Maturities and principal paydowns of long-term investments         640            290
Net purchases of other investments                                (235)          (927)
Net (purchases) sales of short-term investments                    (70)            98
                                                                ------         ------
CASH USED FOR INVESTING ACTIVITIES                                (346)          (868)
                                                                ------         ------

FINANCING ACTIVITIES:
Net receipts from investment and UL-type contracts credited to
 policyholder account balances                                     188            932
                                                                ------         ------

CASH PROVIDED BY FINANCING ACTIVITIES                              188            932
                                                                ------         ------

NET INCREASE IN CASH                                                 6             25
Cash at beginning of period                                         46             20
                                                                ------         ------
CASH AT END OF PERIOD                                       $       52    $        45
                                                                ------         ------
                                                                ------         ------
</TABLE>




                                     F-3

<PAGE>

                               ITEM 2. MANAGEMENT'S NARRATIVE ANALYSIS OF
                                         RESULTS OF OPERATIONS
                                             (In Millions)

<TABLE>
<CAPTION>


                                            ILAD          AMS          SPECIALTY         RUNOFF         TOTAL
                                            ----          ---          ---------         ------         -----
                                        1996   1995   1996   1995     1996   1995      1996   1995   1996   1995
                                        ----   ----   ----   ----     ----   ----      ----   ----   ----   ----
<S>                                     <C>    <C>    <C>    <C>      <C>    <C>       <C>    <C>    <C>    <C>
REVENUES                                 $273  $190    $99    $105     $543   $394       $62   $101   $977   $790
BENEFITS, CLAIMS, EXPENSES AND TAXES      226   155     96     101      535    389        77    114    934    759
                                      ------- -----  -----   -----    -----  -----    ------  -----  -----  -----
                                          $47   $35     $3      $4       $8     $5      ($15)  ($13)   $43    $31
                                      ------- -----  -----   -----    -----  -----    ------  -----  -----  -----
                                      ------- -----  -----   -----    -----  -----    ------  -----  -----  -----
</TABLE>

INDIVIDUAL LIFE AND ANNUITY DIVISION (ILAD)



Net income, up 35% from the same period last year, continues to grow as 
earnings are generated from an increasing asset base. The premiums, 
investment income, management and maintenance fees and cost of insurance 
associated with this growing asset base continue to be the source of ILAD's 
increased revenues. New deposits of fixed and variable annuities in the first 
quarter of 1996 were approximately $2.3 billion, a slight increase over the 
same period last year, indicative of strong, stable growth in assets.



ASSET MANAGEMENT SERVICES (AMS)



This segment continues to be an industry leader in deferred compensation 
products where it is among the top providers in the country. Revenues and 
expenses decreased as a result of lower investment and lower credited rates. 
Asset Management Services is currently engaged in a restructuring process 
that is anticipated to result in new product development as well as expense 
reductions.



SPECIALTY



Increased net income in the Specialty segment is attributable to net 
investment income and other revenues on the existing block of corporate owned 
life insurance (COLI) business. There were no new deposits of leveraged COLI 
in the first quarter of 1996 in anticipation of unfavorable tax legislation. 
New products, including variable COLI and other non-qualified deferred 
compensation vehicles, as well as new international ventures are being 
developed. These should mitigate the earnings lost due to leveraged COLI.



RUNOFF



The Runoff segment consists of a closed block of guaranteed rate contracts 
(GRC) formerly part of the AMS segment of business. GRC results have been 
negatively affected by lower investment earnings on mortgaged-backed 
securities due to prepayments experienced in excess of assumed levels.



                                     F-4

<PAGE>

                          ARTHUR ANDERSEN LLP


            REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
            ----------------------------------------

To the Board of Directors of
   ITT Hartford Life and Annuity Insurance Company:

We have audited the accompanying statutory balance sheets of ITT Hartford 
Life and Annuity Insurance Company (a Wisconsin corporation and wholly-owned 
subsidiary of Hartford Life Insurance Company) (the Company) as of December 
31, 1995 and 1994, and the related statutory statements of income, changes in 
capital and surplus, and cash flows for each of the three years in the period 
ended December 31, 1995. These financial statements are the responsibility of 
the Company's management. Our responsibility is to express an opinion on these 
statutory-basis 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.

The Company presents its financial statements in conformity with statutory 
accounting practices as described in Note 1 of notes to statutory financial 
statements. When statutory financial statements are presented for purposes 
other than for filing with a regulatory agency, generally accepted auditing 
standards require that an auditors' report on them state whether they are 
presented in conformity with generally accepted accounting principles. The 
accounting practices used by the Company vary from generally accepted 
accounting principles as explained and quantified in Note 1. In our opinion, 
because the differences in accounting practices as described in Note 1 are 
material, the statutory financial statements referred to above do not present 
fairly, in accordance with generally accepted accounting principles, the 
financial position of the Company as of December 31, 1995 and 1994, and the 
results of its operations and its cash flows for each of the three years in 
the period ended December 31, 1995.

<PAGE>

However, in our opinion, the statutory financial statements referred to above 
present fairly, in all material respects, the financial position of the 
Company as of December 31, 1995 and 1994, and the results of operations and 
its cash flows for each of the three years in the period ended December 31, 
1995 in conformity with statutory accounting practices as described in Note 1.

As discussed in Note 1 of notes to statutory financial statements, the 
Company changed its valuation method in determining aggregate reserves for 
future benefits.

                                                /s/ Arthur Andersen LLP

Hartford, Connecticut
January 24, 1996

<PAGE>
                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                         STATUTORY STATEMENTS OF INCOME
 
<TABLE>
<CAPTION>
                                                                                 FOR THE YEARS ENDED DECEMBER 31,
                                                                            -------------------------------------------
                                                                                1995           1994           1993
                                                                            -------------  -------------  -------------
<S>                                                                         <C>            <C>            <C>
Revenues
  Premiums and Annuity Considerations.....................................  $     165,792  $     442,173  $      14,281
  Annuity and Other Fund Deposits.........................................      1,087,661        608,685      1,986,140
  Net Investment Income...................................................         78,787         29,012          7,970
  Commissions and Expense Allowances on Reinsurance
   Ceded..................................................................        183,380        154,527         60,700
  Reserve Adjustment on Reinsurance Ceded.................................      1,879,785      1,266,926              0
  Other Revenues..........................................................        140,796         41,857        369,598
                                                                            -------------  -------------  -------------
    Total Revenues........................................................      3,536,201      2,543,180      2,438,689
                                                                            -------------  -------------  -------------
Benefits and Expenses
  Death and Annuity Benefits..............................................         53,029          7,948          3,192
  Surrenders and Other Benefit Payments...................................        221,392        181,749          4,955
  Commissions and Other Expenses..........................................        236,202        186,303        132,169
  Increase in Reserves for Future Benefits................................         94,253        416,748          5,120
  Increase in Liability for Premium and Other Deposit Funds...............        460,124        182,934        281,024
  Net Transfers to Separate Accounts......................................      2,414,669      1,541,419      2,013,183
                                                                            -------------  -------------  -------------
    Total Benefits and Expenses...........................................      3,479,669      2,517,101      2,439,643
                                                                            -------------  -------------  -------------
Net Gain (Loss) from Operations before Federal Income Tax Expense.........         56,532         26,079           (954)
  Federal Income Tax Expense..............................................         14,048         24,038         11,270
                                                                            -------------  -------------  -------------
Net Gain (Loss) from Operations...........................................         42,484          2,041        (12,224)
  Net Realized Capital Gains (Losses).....................................            374             (2)           877
                                                                            -------------  -------------  -------------
Net Income (Loss).........................................................  $      42,858  $       2,039  $     (11,347)
                                                                            -------------  -------------  -------------
                                                                            -------------  -------------  -------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements
 
                                       2
<PAGE>
                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                            STATUTORY BALANCE SHEETS
 
<TABLE>
<CAPTION>
                                                                                                 AS OF DECEMBER 31,
                                                                                            ----------------------------
                                                                                                1995           1994
                                                                                            -------------  -------------
<S>                                                                                         <C>            <C>
Assets
  Bonds...................................................................................  $   1,226,489  $     798,501
  Common Stocks...........................................................................         39,776          2,275
  Policy Loans............................................................................         22,521         20,145
  Cash and Short-Term Investments.........................................................        173,304         84,312
  Other Invested Assets...................................................................         13,432          2,519
                                                                                            -------------  -------------
    Total Cash and Invested Assets........................................................      1,475,522        907,752
                                                                                            -------------  -------------
  Investment Income Due and Accrued.......................................................         18,021         12,757
  Premium Balances Receivable.............................................................            402            467
  Receivables from Affiliates.............................................................          8,182          2,861
  Other Assets............................................................................         25,907         13,749
  Separate Account Assets.................................................................      7,324,910      3,588,077
                                                                                            -------------  -------------
    Total Assets..........................................................................  $   8,852,944  $   4,525,663
                                                                                            -------------  -------------
                                                                                            -------------  -------------
Liabilities
  Aggregate Reserves for Future Benefits..................................................  $     542,082  $     447,284
  Policy and Contract Claims..............................................................          8,223          9,902
  Liability for Premium and Other Deposit Funds...........................................        948,361        479,202
  Asset Valuation Reserve.................................................................          8,010          2,422
  Payable to Affiliates...................................................................          3,682          7,840
  Other Liabilities.......................................................................       (220,658)      (100,349)
  Separate Account Liabilities............................................................      7,324,910      3,588,077
                                                                                            -------------  -------------
    Total Liabilities.....................................................................      8,614,610      4,434,378
                                                                                            -------------  -------------
Capital and Surplus
  Common Stock............................................................................          2,500          2,500
  Gross Paid-In and Contributed Surplus...................................................        226,043        114,109
  Unassigned Funds........................................................................          9,791        (25,324)
                                                                                            -------------  -------------
    Total Capital and Surplus.............................................................        238,334         91,285
                                                                                            -------------  -------------
Total Liabilities and Capital and Surplus.................................................  $   8,852,944  $   4,525,663
                                                                                            -------------  -------------
                                                                                            -------------  -------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       3
<PAGE>
                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
             STATUTORY STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS
 
<TABLE>
<CAPTION>
                                                                                      FOR THE YEARS ENDED DECEMBER 31,
                                                                                     ----------------------------------
                                                                                        1995        1994        1993
                                                                                     -----------  ---------  ----------
<S>                                                                                  <C>          <C>        <C>
Capital and Surplus -- Beginning of Year...........................................  $    91,285  $  88,693  $   30,027
                                                                                     -----------  ---------  ----------
  Net Income (Loss)................................................................       42,858      2,039     (11,347)
  Net Unrealized Gains (Losses)....................................................        1,709       (133)     (1,198)
  Change in Asset Valuation Reserve................................................       (5,588)    (1,356)        135
  Change in Non-Admitted Assets....................................................       (1,944)    (8,599)      1,076
  Change in Reserve (calculation basis-see Note 1).................................            0     10,659           0
  Aggregate Write-ins for Surplus (see Note 3).....................................        8,080        (18)          0
  Dividends to Shareholder.........................................................      (10,000)         0           0
  Paid-in Surplus..................................................................      111,934          0      70,000
                                                                                     -----------  ---------  ----------
    Change in Capital and Surplus..................................................      147,049      2,592      58,666
                                                                                     -----------  ---------  ----------
Capital and Surplus -- End of Year.................................................  $   238,334  $  91,285  $   88,693
                                                                                     -----------  ---------  ----------
                                                                                     -----------  ---------  ----------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements
 
                                       4
<PAGE>
                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                       STATUTORY STATEMENTS OF CASH FLOW
                                     ($000)
 
<TABLE>
<CAPTION>
                                                                                 FOR THE YEARS ENDED DECEMBER 31,
                                                                            -------------------------------------------
                                                                                1995           1994           1993
                                                                            -------------  -------------  -------------
<S>                                                                         <C>            <C>            <C>
Operations
  Premiums, Annuity Considerations and Fund Deposits......................  $   1,253,511  $   1,050,493  $   2,000,492
  Investment Income.......................................................         78,328         24,519          5,594
  Other Income............................................................      2,253,466      1,515,700        434,851
                                                                            -------------  -------------  -------------
    Total Income..........................................................      3,585,305      2,590,712      2,440,937
                                                                            -------------  -------------  -------------
  Benefits Paid...........................................................        277,965        181,205          8,215
  Federal Income Taxes Paid on Operations.................................        208,423         20,634          9,666
  Other Expenses..........................................................      2,664,385      1,832,905      2,231,477
                                                                            -------------  -------------  -------------
    Total Benefits and Expenses...........................................      3,150,773      2,034,744      2,249,358
                                                                            -------------  -------------  -------------
    Net Cash From Operations..............................................        434,532        555,968        191,579
                                                                            -------------  -------------  -------------
Proceeds from Investments
  Bonds...................................................................        287,941         87,747         88,334
  Common Stocks...........................................................             52              0              0
  Other...................................................................             28             40         23,638
                                                                            -------------  -------------  -------------
    Net Investment Proceeds...............................................        288,021         87,787        111,972
                                                                            -------------  -------------  -------------
  Tax on Capital Gains....................................................            226            (96)           376
  Paid-in-Surplus.........................................................        111,934              0         70,000
  Other Cash Provided.....................................................         28,199         30,554              0
                                                                            -------------  -------------  -------------
    Total Proceeds........................................................        862,460        674,405        373,175
                                                                            -------------  -------------  -------------
Cost of Investments Acquired
  Bonds...................................................................        720,521        595,181        314,933
  Common Stocks...........................................................         35,794            808            567
  Miscellaneous Applications..............................................          2,146          2,523              0
                                                                            -------------  -------------  -------------
    Total Investments Acquired............................................        758,461        598,512        315,500
                                                                            -------------  -------------  -------------
Other Cash Applied
  Dividends Paid to Stockholder...........................................         10,000              0              0
  Other...................................................................          5,007         24,813         24,626
                                                                            -------------  -------------  -------------
    Total Other Cash Applied..............................................         15,007         24,813         24,626
                                                                            -------------  -------------  -------------
      Total Applications..................................................        773,468        623,325        340,126
                                                                            -------------  -------------  -------------
Net Change in Cash and Short-Term Investments.............................         88,992         51,080         33,049
Cash and Short-Term Investments, Beginning of Year........................         84,312         33,232            183
                                                                            -------------  -------------  -------------
Cash and Short-Term Investments, End of Year..............................  $     173,304  $      84,312  $      33,232
                                                                            -------------  -------------  -------------
                                                                            -------------  -------------  -------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       5
<PAGE>
                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1995
                 (AMOUNTS IN THOUSANDS UNLESS OTHERWISE STATED)
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
ORGANIZATION
 
    ITT  Hartford  Life  and Annuity  Insurance  Company (ILA  or  the Company),
formerly known as ITT Life Insurance  Corporation, is a wholly owned  subsidiary
of  Hartford Life Insurance  Company (HLIC), which is  an indirect subsidiary of
ITT Hartford Group, Inc. (ITT Hartford),  formerly a wholly owned subsidiary  of
ITT Corporation (ITT). On December 19, 1995, ITT Corporation distributed all the
outstanding  shares of ITT  Hartford Group to  ITT shareholders of  record in an
action known herein as the "Distribution". As a result of the Distribution,  ITT
Hartford became an independent, publicly traded company.
 
    ILA  offers  a  complete  line of  ordinary  and  universal  life insurance,
individual annuities  and  certain  supplemental  accident  and  health  benefit
coverages.
 
BASIS OF PRESENTATION
 
    The  accompanying ILA statutory basis  financial statements were prepared in
conformity with statutory  accounting practices prescribed  or permitted by  the
National  Association  of  Insurance  Commissioners  (NAIC)  and  the  Insurance
Department of the State of Wisconsin.
 
    The  preparation  of  financial  statements  in  conformity  with  statutory
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilties  and  disclosure  of
contingent assets and liabilities  at the date of  the financial statements  and
the reported amounts of revenues and expenses during the reported period. Actual
results could differ from those estimates.
 
    Statutory  accounting practices and generally accepted accounting principles
(GAAP) differ  in certain  significant respects.  These differences  principally
involve:
 
    (1)  treatment of  policy acquisition  costs (commissions,  underwriting and
selling expenses,  premium  taxes,  etc.)  which are  charged  to  expense  when
incurred  for  statutory  purposes rather  than  on  a pro-rata  basis  over the
expected life of the policy;
 
    (2) recognition  of  premium  revenues, which  for  statutory  purposes  are
generally  recorded as collected or when due during the premium paying period of
the contract and which for GAAP purposes, generally, for universal life policies
and investment products, are  only recorded for policy  charges for the cost  of
insurance,  policy  administration  and  surrender  charges  assessed  to policy
account balances.  Also,  for  GAAP  purposes,  premiums  for  traditional  life
insurance   policies  are  recognized  as  revenues   when  they  are  due  from
policyholders and the  retrospective deposit  method is used  in accounting  for
universal  life  and  other types  of  contracts  where the  payment  pattern is
irregular  or  surrender  charges  are  a  significant  source  of  profit.  The
prospective  deposit method is  used for GAAP  purposes where investment margins
are the primary source of profit;
 
    (3) development  of  liabilities  for  future  policy  benefits,  which  for
statutory  purposes predominantly  use interest  rate and  mortality assumptions
prescribed by the NAIC which may  vary considerably from interest and  mortality
assumptions used for GAAP financial reporting;
 
    (4)  providing for income taxes based on current taxable income (tax return)
only for  statutory  purposes, rather  than  establishing additional  assets  or
liabilities  for  deferred  Federal income  taxes  to recognize  the  tax effect
related to reporting revenues  and expenses in  different periods for  financial
reporting and tax return purposes;
 
    (5)  excluding certain GAAP assets  designated as non-admitted assets (e.g.,
past due agent's balances  and furniture and equipment)  from the balance  sheet
for statutory purposes by directly charging surplus;
 
    (6)  establishing  accruals for  post-retirement and  post-employment health
care benefits  on an  optional basis,  immediate recognition  or a  twenty  year
phase-in  approach,  whereas  GAAP  liabilities  were  established  at  date  of
adoption;
 
                                       6
<PAGE>
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
    (7) establishing a formula reserve for realized and unrealized losses due to
default and equity risk associated with certain invested assets (Asset Valuation
Reserve); as well as the deferral and amortization of realized gains and losses,
motivated by changes in interest rates during the period the asset is held, into
income over  the  remaining  life  to  maturity  of  the  asset  sold  (Interest
Maintenance  Reserve);  whereas on  a  GAAP basis,  no  such formula  reserve is
required and realized gains and losses are recognized in the period the asset is
sold;
 
    (8) the reporting of reserves and  benefits net of reinsurance ceded,  where
risk  transfer has taken place;  whereas on a GAAP  basis, reserves are reported
gross of reinsurance with reserve credits presented as recoverable assets;
 
    (9) the reporting of fixed maturities at amortized cost, where GAAP requires
that fixed maturities be classified as "held-to-maturity",  "available-for-sale"
or  "trading", based  on the Company's  intentions with respect  to the ultimate
disposition of the  security and  its ability  to affect  those intentions.  The
Company's    fixed   maturities   were   classified   on   a   GAAP   basis   as
"available-for-sale" and accordingly, these  investments were reflected at  fair
value  with the  corresponding impact included  as a  component of Stockholder's
Equity designated  as "Unrealized  Gain/Loss on  Investments, Net  of Tax".  For
statutory  reporting  purposes, Net  Unrealized  Loss on  Investments represents
unrealized gains or  losses on  common stock and  other bonds  reported at  fair
value; and
 
    (10)  separate account liabilties  are valued on  the Commissioner's Annuity
Reserve Valuation  Method (CARVM),  with  the surplus  generated recorded  as  a
liability to the general account (and a contra liability on the balance sheet of
the general account), whereas GAAP liabilities are valued at account value.
 
    As  of December 31, 1995, 1994 and 1993, the significant differences between
statutory and GAAP basis net income and capital and surplus for the Company  are
summarized as follows:
 
<TABLE>
<CAPTION>
                                                                                    1995          1994          1993
                                                                                ------------  ------------  ------------
<S>                                                                             <C>           <C>           <C>
GAAP Net Income:..............................................................  $     38,821  $     23,295  $      6,071
  Amortization and deferral of policy acquisition costs.......................      (174,341)     (117,863)     (147,700)
  Benefit reserve adjustment..................................................        31,392        30,912        14,059
  Deferred taxes..............................................................         2,801        (9,267)       (7,123)
  Separate accounts...........................................................       146,635        75,941       110,547
  Coinsurance.................................................................             0         3,472        11,578
  Other, net..................................................................        (2,450)       (4,451)        1,221
  Statutory Net Income (Loss).................................................  $     42,858  $      2,039  $    (11,347)
GAAP Capital and Surplus......................................................  $    455,541  $    199,785  $    198,408
  Deferred policy acquisition costs...........................................      (596,542)     (422,201)     (304,338)
  Benefit reserve adjustment..................................................        74,782        85,191        43,621
  Deferred taxes..............................................................         1,493        13,257        13,706
  Separate accounts...........................................................       333,123       186,488       110,547
  Asset valuation reserve.....................................................        (8,010)       (2,422)       (1,066)
  Coinsurance.................................................................             0             0        22,642
  Unrealized gain (loss) on bonds.............................................        (1,696)       21,918             0
  Adjustment relating to Lyndon contribution..................................       (41,277)            0             0
  Other, net..................................................................        20,920         9,269         5,173
  Statutory Capital and Surplus...............................................  $    238,334  $     91,285  $     88,693
</TABLE>
 
AGGREGATE RESERVES AND LIABILITIES FOR PREMIUM AND OTHER DEPOSIT FUNDS
 
    Aggregate  reserves for payment of future  life, health and annuity benefits
were  computed  in  accordance  with  presently  accepted  actuarial  standards.
Reserves  for life insurance policies  are generally based on  the 1958 and 1980
Commissioner's Standard Ordinary Mortality Tables at various rates ranging  from
2.5% to 6.0%. Accumulation and on-benefit annuity reserves are based principally
on  Individual Annuity tables  at various rates  ranging from 2.5%  to 8.75% and
using the Commissioner's Annuity Reserve Valuation Method (CARVM). Accident  and
health  reserves are  established using a  two year preliminary  term method and
morbidity tables based on Company experience.
 
                                       7
<PAGE>
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
    ILA  has  established  separate  accounts   to  segregate  the  assets   and
liabilities  of  certain  annuity contracts  that  must be  segregated  from the
Company's general assets under  the terms of the  contracts. The assets  consist
primarily  of marketable securities reported at market value. Premiums, benefits
and expenses of  these contracts  are reported  in the  Statutory Statements  of
Income.
 
    During  1994, the Company changed the valuation method on aggregate reserves
for future benefits resulting  in a $10.7 million  increase in surplus. The  new
valuation method is in accordance with presently accepted actuarial standards.
 
INVESTMENTS
 
    Investments  in bonds are carried at  amortized cost. Bonds which are deemed
ineligible to be held at amortized cost by the National Association of Insurance
Commissioners (NAIC)  Securities  Valuation  Office (SVO)  are  carried  at  the
appropriate  SVO published  value. When  a permanent  reduction in  the value of
publicly traded securities occurs, the decrease  is reported as a realized  loss
and  the carrying  value is adjusted  accordingly. Common stocks  are carried at
market value with the difference from cost reflected in surplus. Other  invested
assets are generally recorded at fair value.
 
    Changes  in unrealized capital gains and losses on common stock are reported
as additions  to  or reductions  of  surplus.  The Asset  Valuation  Reserve  is
designed  to provide a standardized reserve  process for realized and unrealized
losses due to the default and equity risks associated with invested assets.  The
reserve   increased  by  $5,588,  $1,356  and  $135  in  1995,  1994  and  1993,
respectively. Additionally, the Interest Maintenance Reserve (IMR) captures  net
realized  capital gains  and losses, net  of applicable  income taxes, resulting
from changes in interest rates and  amortizes these gains or losses into  income
over  the remaining  life of  the mortgage loan  or bond  sold. Realized capital
gains and  losses,  net of  taxes,  not included  in  IMR are  reported  in  the
Statutory  Statements  of  Income.  Realized  investment  gains  and  losses are
determined on a specific identification basis.  The amount of net capital  gains
reclassified  from the IMR was $39 in 1995  and the amount of net capital losses
was $67 and $264 in 1994 and 1993, respectively. The amount of income  amortized
was $256, $114 and $178 in 1995, 1994 and 1993, respectively.
 
OTHER LIABILITIES
 
    The  amount reflected  in other liabilities  includes a  receivable from the
separate accounts of $333.1, $186.5 million in 1995 and 1994, respectively.  The
balances are classified in accordance with NAIC accounting practices.
 
2.  INVESTMENTS:
 
    (A) COMPONENTS OF NET INVESTMENT INCOME
 
<TABLE>
<CAPTION>
                                                                                1995       1994       1993
                                                                              ---------  ---------  ---------
<S>                                                                           <C>        <C>        <C>
Interest income from fixed maturity securities..............................  $  76,100  $  28,335  $   7,541
Interest income from policy loans...........................................      1,504        454        124
Interest and dividends from other investments...............................      2,288      1,069        481
                                                                              ---------  ---------  ---------
Gross investment income.....................................................     79,892     29,858      8,146
Less: investment expenses...................................................      1,105        846        176
Net investment income.......................................................  $  78,787  $  29,012  $   7,970
                                                                              ---------  ---------  ---------
                                                                              ---------  ---------  ---------
</TABLE>
 
    (B) UNREALIZED GAINS (LOSSES) ON COMMON STOCKS
 
<TABLE>
<CAPTION>
                                                                                      1995       1994       1993
                                                                                    ---------  ---------  ---------
<S>                                                                                 <C>        <C>        <C>
Gross unrealized gains at end of year.............................................  $   1,724  $      75  $     148
Gross unrealized losses at end of year............................................          0        (60)         0
                                                                                    ---------  ---------  ---------
Net unrealized gains..............................................................      1,724         15        148
Balance at beginning of year......................................................         15        148         93
                                                                                    ---------  ---------  ---------
Change in net unrealized gains on common stocks...................................  $   1,709  $    (133) $      55
                                                                                    ---------  ---------  ---------
                                                                                    ---------  ---------  ---------
</TABLE>
 
                                       8
<PAGE>
2.  INVESTMENTS: (CONTINUED)
    (C) UNREALIZED GAINS (LOSSES) ON BONDS AND SHORT-TERM INVESTMENTS
 
<TABLE>
<CAPTION>
                                                                               1995        1994       1993
                                                                            ----------  ----------  ---------
<S>                                                                         <C>         <C>         <C>
Gross unrealized gains at end of year.....................................  $   22,251  $      986  $   5,916
Gross unrealized losses at end of year....................................      (1,374)    (34,718)      (684)
                                                                            ----------  ----------  ---------
Net unrealized gains (losses) after tax...................................      20,877     (33,732)     5,232
Balance at beginning of year..............................................     (33,732)      5,232      2,287
                                                                            ----------  ----------  ---------
Change in net unrealized gains (losses) on bonds and short-term
 investments..............................................................  $   54,609  $  (38,964) $   2,945
                                                                            ----------  ----------  ---------
                                                                            ----------  ----------  ---------
</TABLE>
 
    (D) COMPONENTS OF NET REALIZED CAPITAL GAINS (LOSSES)
 
<TABLE>
<CAPTION>
                                                                                     1995       1994       1993
                                                                                   ---------  ---------  ---------
<S>                                                                                <C>        <C>        <C>
Bonds and short term investments.................................................  $     156  $    (101) $    (316)
Common stocks....................................................................         52          0          0
Real estate and other............................................................          0         34      1,316
                                                                                   ---------  ---------  ---------
Realized gains (losses)..........................................................        208        (67)     1,000
Capital gains (benefit) taxes....................................................       (205)         2        386
                                                                                   ---------  ---------  ---------
Net realized capital gains (losses) after tax....................................        413        (69)       614
Less: IMR capital gains (losses).................................................         39        (67)      (263)
                                                                                   ---------  ---------  ---------
Net realized capital gains (losses)..............................................  $     374  $      (2) $     877
                                                                                   ---------  ---------  ---------
                                                                                   ---------  ---------  ---------
</TABLE>
 
    (E) OFF-BALANCE SHEET INVESTMENTS
 
    The  Company had no significant financial instruments with off-balance sheet
risk as of December 31, 1995 and 1994.
 
    (F) CONCENTRATION OF CREDIT RISK
 
    Excluding U.S. government and government agency investments, the Company  is
not exposed to any significant concentration of credit risk.
 
                                       9
<PAGE>
2.  INVESTMENTS: (CONTINUED)
    (G) BONDS, SHORT-TERM AND COMMON STOCK INVESTMENTS
 
<TABLE>
<CAPTION>
                                                                                 1995
                                                        ------------------------------------------------------
                                                                          GROSS        GROSS
                                                          AMORTIZED    UNREALIZED   UNREALIZED       FAIR
                                                            COST          GAINS       LOSSES         VALUE
                                                        -------------  -----------  -----------  -------------
<S>                                                     <C>            <C>          <C>          <C>
U.S. government and government agencies and
 authorities:
  -- guaranteed and sponsored.........................  $      44,268   $      14    $    (248)  $      44,034
  -- guaranteed and sponsored -- asset backed.........        176,160       4,644         (682)        180,122
States, municipalities and political subdivisions.....         16,948          38           (6)         16,980
International governments.............................          5,402         441            0           5,843
Public utilities......................................        108,083       1,652          (90)        109,645
All other corporate...................................        374,058       8,145         (248)        381,955
All other corporate -- asset backed...................        410,197       5,841          (89)        415,949
Short-term investments................................        139,011          18            0         139,029
Certificates of deposit...............................         91,373       1,458          (11)         92,820
                                                        -------------  -----------  -----------  -------------
    Total.............................................  $   1,365,500   $  22,251    $  (1,374)  $   1,386,377
                                                        -------------  -----------  -----------  -------------
                                                        -------------  -----------  -----------  -------------
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                    1995
                                                              ------------------------------------------------
                                                                              GROSS        GROSS
                                                               AMORTIZED   UNREALIZED   UNREALIZED     FAIR
                                                                 COST         GAINS       LOSSES       VALUE
                                                              -----------  -----------  -----------  ---------
<S>                                                           <C>          <C>          <C>          <C>
Common Stock -- Unaffiliated................................   $   2,668    $     555    $       0   $   3,223
Common Stock -- Affiliated..................................      35,384        1,169            0      36,553
                                                              -----------  -----------  -----------  ---------
    Total Common Stock......................................   $  38,052    $   1,724           $0   $  39,776
                                                              -----------  -----------  -----------  ---------
                                                              -----------  -----------  -----------  ---------
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                    1994
                                                            ----------------------------------------------------
                                                                             GROSS         GROSS
                                                             AMORTIZED    UNREALIZED    UNREALIZED      FAIR
                                                               COST          GAINS        LOSSES        VALUE
                                                            -----------  -------------  -----------  -----------
<S>                                                         <C>          <C>            <C>          <C>
U.S. government and government agencies and authorities:
  -- guaranteed and sponsored.............................  $   175,925    $       0     $ (12,059)  $   163,866
  -- guaranteed and sponsored -- asset backed.............      142,318          382        (4,911)      137,789
States, municipalities and political subdivisions.........       10,409            0          (603)        9,806
International governments.................................        2,248            0           (69)        2,179
Public utilities..........................................       29,509           31        (1,271)       28,269
All other corporate.......................................      257,301          246        (9,452)      248,095
All other corporate -- asset backed.......................      112,390          327        (4,066)      108,651
Short-term investments....................................       56,365            0             0        56,365
Certificates of deposit...................................       68,401            0        (2,287)       66,114
                                                            -----------        -----    -----------  -----------
    Total.................................................  $   854,866    $     986     $ (34,718)  $   821,134
                                                            -----------        -----    -----------  -----------
                                                            -----------        -----    -----------  -----------
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                        1994
                                                               ------------------------------------------------------
                                                                                 GROSS           GROSS
                                                                AMORTIZED     UNREALIZED      UNREALIZED      FAIR
                                                                  COST           GAINS          LOSSES        VALUE
                                                               -----------  ---------------  -------------  ---------
<S>                                                            <C>          <C>              <C>            <C>
Common Stock -- Unaffiliated.................................   $   2,260      $      75       $     (60)   $   2,275
</TABLE>
 
    The  amortized  cost  and estimated  market  value of  bonds  and short-term
investments at December 31, 1995 by management's anticipated maturity are  shown
below. Asset backed securities are distributed to
 
                                       10
<PAGE>
2.  INVESTMENTS: (CONTINUED)
maturity  year based  on ILA's  estimate of  the rate  of future  prepayments of
principal over the remaining life of the securities. Expected maturities  differ
from contractual maturities reflecting borrowers' rights to call or prepay their
obligations.
 
<TABLE>
<CAPTION>
                                                                                              AMORTIZED      ESTIMATED
MATURITY                                                                                        COST        FAIR VALUE
- ------------------------------------------------------------------------------------------  -------------  -------------
<S>                                                                                         <C>            <C>
Due in one year or less...................................................................  $     439,793  $     442,327
Due after one year through five years.....................................................        840,088        855,741
Due after five years through ten years....................................................         80,820         83,432
Due after ten years.......................................................................          4,799          4,877
                                                                                            -------------  -------------
Total.....................................................................................  $   1,365,500  $   1,386,377
                                                                                            -------------  -------------
                                                                                            -------------  -------------
</TABLE>
 
    Proceeds  from  sales of  investments  in bonds  and  short-term investments
during 1995, 1994 and 1993  were $313,961, $117,912 and $333,023,  respectively,
resulting  in gross realized  gains of $1,419, $518  and $937, respectively, and
gross realized losses of $1,263, $624 and $1,255, respectively, before transfers
to IMR. The Company had  realized gains of $52 during  1995 from a capital  gain
distribution.
 
    (H) FAIR VALUE OF FINANCIAL INSTRUMENTS
 
                              BALANCE SHEET ITEMS:
                                 (IN MILLIONS)
 
<TABLE>
<CAPTION>
                                                                                          1995                    1994
                                                                                 ----------------------  ----------------------
                                                                                  CARRYING      FAIR      CARRYING      FAIR
                                                                                   AMOUNT       VALUE      AMOUNT       VALUE
                                                                                 -----------  ---------  -----------  ---------
<S>                                                                              <C>          <C>        <C>          <C>
ASSETS
  Fixed maturites..............................................................   $   1,366   $   1,386   $     855   $     821
  Common stocks................................................................          40          40           2           2
  Policy loans.................................................................          23          23          20          20
  Miscellaneous................................................................          13          13           2           2
LIABILITIES
  Liabilities on investment contracts..........................................   $   1,031   $     981   $     534   $     526
</TABLE>
 
    The   carrying  amounts  for  policy  loans  approximates  fair  value.  The
liabilities are  determined  by  forecasting future  cash  flows  discounted  at
current market rates.
 
3.  RELATED PARTY TRANSACTIONS:
    Transactions  between  the Company  and its  affiliates within  ITT Hartford
relate principally  to  tax  settlements,  reinsurance,  service  fees,  capital
contributions and payments of dividends.
 
    On June 30, 1995, the assets of Lyndon Insurance Company were contributed to
ILA.  As a result, ILA received  approximately $365 million in fixed maturities,
equity securities and  cash, $28  million in  policy reserves,  $187 million  of
current  tax liability,  $26 million  in IMR,  $8 million  in AVR  (offset by an
aggregate write-in to surplus), and $4 million of other liabilities. The  assets
in  excess  of liabilities  of  $112 were  recorded  as an  increase  to paid-in
surplus.
 
    For additional information, see Note 5.
 
4.  FEDERAL INCOME TAXES:
    The Company is included in the consolidated Federal income tax return of ITT
Hartford and its includable subsidiaries. Allocation of taxes is based primarily
upon separate company tax return calculations with current credit for net losses
used in consolidation  except that  increases resulting  from consolidation  are
allocated  in proportion to separate return amounts. Intercompany Federal income
tax balances  are  generally  settled quarterly  with  Hartford  Fire  Insurance
Company   (Hartford  Fire),  a  subsidiary   of  ITT  Hartford.  Federal  income
 
                                       11
<PAGE>
4.  FEDERAL INCOME TAXES: (CONTINUED)
taxes paid by the Company were $215,921, $20,538, and $10,042 in 1995, 1994  and
1993,  respectively. The effective  tax rate was  25%, 92%, and  1,181% in 1995,
1994, and 1993 respectively. The following schedule provides a reconciliation of
the effective tax rate (in millions).
<TABLE>
<CAPTION>
                                                                                                     1995        1994
                                                                                                   ---------     -----
<S>                                                                                                <C>        <C>
Tax provision (benefit) at US statutory rate.....................................................         20           9
Tax acquisiton deferred costs....................................................................          8           8
Statutory to tax reserves........................................................................          3           5
Investments and other............................................................................        (17)          2
Federal income tax expense.......................................................................         14          24
 
<CAPTION>
                                                                                                      1993
                                                                                                      -----
<S>                                                                                                <C>
Tax provision (benefit) at US statutory rate.....................................................          (1)
Tax acquisiton deferred costs....................................................................          10
Statutory to tax reserves........................................................................           0
Investments and other............................................................................           2
Federal income tax expense.......................................................................          11
</TABLE>
 
5.  CAPITAL AND SURPLUS AND SHAREHOLDER DIVIDEND RESTRICTIONS:
    The maximum amount of dividends which  can be paid, without prior  approval,
by  State  of  Wisconsin  insurance  companies  to  shareholders  is  subject to
restrictions relating to statutory surplus. Dividends are paid as determined  by
the Board of Directors and are not cumulative. ILA paid dividends of $10 million
to  its parent, HLIC,  in 1995. No  dividends were paid  in 1994 and  1993. As a
result of the distribution  by ITT, the assets  of ITT Lyndon Insurance  Company
(Lyndon)  were contributed to  ILA in June 1995.  Substantially all the business
was removed from Lyndon  prior to the contribution.  The amount of assets  which
exceeded  liabilities at  the contribution date  ($112 million)  was included in
paid-in capital.
 
6.  PENSION PLANS AND OTHER POST-RETIREMENT AND POST-EMPLOYMENT BENEFITS:
    The Company's  employees are  included  in ITT  Hartford's  non-contributory
defined  benefit pension  plans. These plans  provide pension  benefits that are
based on years of  service and the employee's  compensation during the last  ten
years  of employment. The Company's funding  policy is to contribute annually an
amount between  the  minimum funding  requirements  set forth  in  the  Employee
Retirement  Income  Security Act  of 1974  and  the maximum  amount that  can be
deducted for Federal income  tax purposes. Generally,  pension costs are  funded
through  the purchase  of HLIC's  group pension  contracts. Pension  expense was
$1,034, $1,211, and $765 in 1995,  1994 and 1993, respectively. Liabilities  for
the plan are held by Hartford Fire.
 
    The  Company also  participates in  ITT Hartford  's Investment  and Savings
Plan, which includes a deferred compensation option under IRC section 401(k) and
an ESOP allocation under IRC section 404(k). The liabilities for these plans are
included in the financial statements of Hartford  Fire. The cost to ILA was  not
material in 1995, 1994 and 1993.
 
    The Company's employees are included in Hartford Fire's contributory defined
health  care and life  insurance benefit plans. These  plans provide health care
and life insurance benefits for  retired employees. Substantially all  employees
may  become eligible for those benefits if they reach normal or early retirement
age while still working for the Company. The Company has prefunded a portion  of
the  health care and  life insurance obligations through  trust funds where such
prefunding can be accomplished  on a tax effective  basis. Amounts allocated  by
Hartford  Fire  for  post-retirement  health care  and  life  insurance benefits
expense  (not  including  provisions  for  accrual  of  post-retirement  benefit
obligations) are immaterial.
 
    The  assumed rate of future increases in  the per capita cost of health care
(the health care trend rate) was 10.1% for 1995, decreasing ratably to 6% in the
year 2001. Increasing the health care trend rates by one percent per year  would
have  an immaterial impact on the accumulated post-retirement benefit obligation
and the annual expense. The cost to ILA was not material in 1995, 1994 and 1993.
 
    Post-employment benefits are primarily  comprised of obligations to  provide
medical and life insurance to employees on long term disability. Post-employment
benefit expense was not material in 1995, 1994 and 1993.
 
7.  REINSURANCE:
    The Company cedes insurance to non-affiliated insurers in order to limit its
maximum  loss. Such transfer does not relieve  ILA of its primary liability. ILA
also assumes insurance from other insurers.
 
                                       12
<PAGE>
7.  REINSURANCE: (CONTINUED)
    Life insurance net retained premiums were comprised of the following:
 
<TABLE>
<CAPTION>
                                                                                     FOR THE YEARS ENDED DECEMBER 31
                                                                                  --------------------------------------
                                                                                     1995          1994         1993
                                                                                  -----------  ------------  -----------
<S>                                                                               <C>          <C>           <C>
Direct premiums.................................................................  $   159,918  $    133,180  $   131,586
Premiums assumed................................................................       13,299           960          841
Premiums ceded..................................................................        7,425      (308,033)     118,146
Premiums and annuity considerations.............................................      165,792       442,173       14,281
</TABLE>
 
    In December  1994  the  Company  ceded  to a  third  party,  on  a  modified
coinsurance  basis, 80%  of the variable  annuity business written  in 1994. The
ceded business  includes both  general and  separate account  liabilities. As  a
result  of the agreement ILA transferred  approximately $1,352 million in assets
and liabilities.  The  financial  impact  of the  cession  was  an  increase  of
approximately $15 million to net income and surplus.
 
    In November 1994, the Company ceded, on a modified coinsurance basis, 30% of
the  separate account variable  annuity business distributed  by Paine Webber to
Paine Webber Life Insurance Company (PWLIC).  As a result of the agreement,  ILA
transferred  approximately $24 million  in assets and  liabilities to PWLIC. The
financial impact of  the cession was  an increase of  approximately $765 to  net
income and surplus.
 
    In  October 1994, the agreement, effective December 1990, which required ILA
to coinsure 90%  of all existing  and new business,  excluding variable  annuity
business,  written by the  Company to HLIC,  was terminated. As  a result of the
termination, ILA received approximately $430  million in assets and  liabilities
from  HLIC. The impact  of the transaction  was a decrease  of approximately $15
million to net income and surplus.
 
    In  November  1993,   ILA  acquired,  through   an  assumption   reinsurance
transaction,  substantially  all of  the individual  fixed and  variable annuity
business of  Hartford Life  and Accident,  an  affiliate. As  a result  of  this
transaction,  the assets and liabilities  of the Company increased approximately
$1 billion, substantially all of which was transferred to the separate  accounts
of the Company. The remaining assets and liabilities (approximately $41 million)
were transferred in October 1995. The impact of these transactions on net income
and surplus was not significant.
 
8.  SEPARATE ACCOUNTS:
    The  Company maintains separate account  assets and liabilties totaling $7.3
billion and $3.6 billion at December  31, 1995 and 1994, respectively.  Separate
account  assets are reported at fair  value and separate account liabilities are
determined in accordance with the Commissioners Annuity Reserve Valuation Method
(CARVM), which approximates the market value less applicable surrender  charges.
Separate  account assets are segregated from other investments, the policyholder
assumes the investment  risk, and  the investment  income and  gains and  losses
accrue  directly to the  policyholder. Separate account  management fees, net of
minimum guarantees, were $72 million, $42 million, and $6 million in 1995, 1994,
and 1993, respectively.
 
9.  COMMITMENTS AND CONTINGENCIES:
    As of December 31, 1995, the Company had no material contingent liabilities,
nor had the Company committed any  surplus funds for any contingent  liabilities
or  arrangements. The  Company is involved  in various legal  actions which have
arisen in the course normal of its  business. In the opinion of management,  the
ultimate  liability with respect to such lawsuits as well as other contingencies
is not considered to be  material in relation to  the results of operations  and
financial position of the Company.
 
    Under  insurance  guaranty  laws  in most  states,  insurers  doing business
therein can be assessed up to prescribed limits for policyholder losses incurred
by insolvent companies. The amount of any future assessments on ILA under  these
laws  cannot be reasonably estimated. Most of the laws do provide, however, that
an assessment may be excused or deferred  if it would threaten an insurer's  own
financial  strength. Additionally, guaranty fund  assessments are used to reduce
state premium taxes  paid by the  company in certain  states. ILA paid  guaranty
fund   assessments  of  $1,684,  $583,  and   $495  in  1995,  1994,  and  1993,
respectively.
 
                                       13
<PAGE>

                          CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

    The facing Sheet.
   
    The prospectus consisting of ___pages.
    
    The undertaking to file reports.

    The Rule 484 undertaking.

    The signatures.

   
(1)  The following exhibits included herewith correspond to those required by
    paragraph A of the instructions for exhibits to Form N-8B-2.

    (A1)    Resolution of Board of Directors of the Company is incorporated by
            reference to the initial filing, of the Registration Statement File
            No. 33-63731, dated October 30, 1995.

    (A2)    Not Applicable.

    (A3a)   Principal Underwriting Agreement is incorporated by reference as
            stated above.

    (A3b)   Form of Selling Agreements is incorporated herein.

    (A3c)   Not Applicable

    (A4)    Not Applicable.

    (A5)    Form of Certificate for Group Flexible Premium Variable Life
            Insurance Policy is incorporated by reference as stated above.

    (A6a)   Charter of ITT Hartford Life and Annuity Insurance Company is
            incorporated herein.

    (A6b)   Bylaws of ITT Hartford Life and Annuity Insurance Company is
            incorporated herein.

    (A7)    Not Applicable.

    (A8)    Not Applicable.

    (A9)    Not Applicable.

    

<PAGE>


    (A10)   Form of Enrollment Form for Certificate Issued Under Group Flexible
            Premium Variable Life Insurance Policies is incorporated by
            reference as stated above.

    (A11)   Memorandum describing transfer and redemption procedures is
            incorporated by reference as stated above.

(2) Opinion and counsel of Lynda Godkin, General Counsel is incorporated
    herein.

(3) No financial statement will be omitted from the Prospectus pursuant to
    Instruction 1(b) or (c) of Part I.

(4) Not Applicable.

(5) Opinion and consent of Peter J. Vogt, FSA, MAAA, is incorporated by
    reference as stated above.

(6) Consent of Arthur Andersen LLP, Independent Public Accountants is
    incorporated herein.

(7) Opinion and consent of Counsel is incorporated by reference as Exhibit 2.

(8) Opinion and consent of Actuary is incorporated by reference as Exhibit 5.

(9) Power of Attorney is incorporated herein.

<PAGE>


                             UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities Exchange
Act of 1934, the undersigned Registrant hereby undertakes to file with the
Securities and Exchange Commission such supplementary and periodic information,
documents, and reports as may be prescribed by any rule or regulation of the
Commission heretofore or hereafter duly adopted pursuant to authority conferred
in that section.

UNDERTAKINGS AND REPRESENTATIONS AS REQUIRED BY RULE 6e-3(T)

1. ICMG Registered Variable Life Separate Account One meets the definition of
"Separate Account" under Rule 6e-3(T).


   
2.  The Registrant represents that:
         (a)  it relies on Rule 6e-3(T)(b)(iii)(F) to offer the Policies;
         (b)  the level of mortality and expense risk charge is within the
              range of industry practice for comparable flexible contracts.
         (c)  the Company has conducted a survey of similar policies and
              insurers and determined that the charge is within the range of
              industry practice;
         (d)  the Company undertakes to keep and make available to the
              Commission upon request the documents we used to support the
              representation in (b); and
         (e)  the Company further represents that the account will invest only
              in management investment companies which have undertaken to have
              a Board of Directors, a majority of whom are not interested
              persons of the Company, formulate and approve a plan under Rule
              12b-1 to finance distribution expenses.
         (f)  The life insurer has concluded that there is a reasonable
              likelihood that the distribution financing arrangement of the
              separate account benefits the separate account and contract-
              holders and will keep and make available to the Commission on
              request a memorandum setting for the basis for this
              representation.
    

                            UNDERTAKING ON INDEMNIFICATION

Article VIII of the Bylaws of ITT Hartford Life and Annuity Insurance Company, a
Connecticut corporation, provides for indemnification of its officers, directors
and employees as follows:


   
SECTION 1.  No person shall be liable to the Company for any loss or damage
suffered by it on account of any action taken or omitted to be taken by him as
director or officer of the Company, or of any other company, partnership, joint
venture, trust or other enterprise for which he serves as a director, officer or
employee at the request of the Company, in good faith, if such person (a)
exercised and used the same degree of care and skill as a prudent man would have
exercised or used under the circumstances in the conduct of his own affairs, or
(b) took or omitted to take such action in reliance upon advice of counsel for
the Company or upon statements made or information furnished by officers or
employees of the Company which he had reasonable grounds to believe to be true.
The foregoing shall not be exclusive of other rights and defenses to which he
may be entitled as a matter of law.
    

SECTION 2.  The Company shall indemnify any person who was or is a party or
threatened to be

<PAGE>

   
made a party to any threatened, pending or completed action, suit or 
proceeding, (other than one by or in the right of the Company) by reason of 
the fact that he is or was a director, officer or employee of the company, or 
is or was serving at the request of the Company as a director, officer or 
employee of the Company, or was serving at the request of the Company as a 
director, officer or employee another company, partnership, joint venture, 
trust or other enterprise, against expenses, including attorneys' fees, 
judgments, fines and amounts paid in settlement actually and reasonably 
incurred by him in connection with such action, suit or proceeding if he 
acted in good faith and in a manner he reasonable believed to be in or not 
opposed to the best interests of the Company, and, with respect to any 
criminal action or proceeding, had no reasonable cause to believe his conduct 
was unlawful.  The termination of any action, suit or proceeding by judgment, 
order, settlement, conviction, or upon a plea of nolo contendere or its 
equivalent, shall no, of itself, create a presumption that the person did not 
act in good faith and in a manner which he reasonably believed to be in or 
not opposed to the best interests of the Company, and with respect to any 
criminal action or proceeding had reasonable cause to believe that his 
conduct was unlawful.
    

   
SECTION 3.  The Company shall indemnify any person who was or is a party or 
is threatened to be made a party to any threatened, pending or completed 
action, suit or proceeding, by or in the right of the Company to procure a 
judgment in its favor by reason of the fact that he is or was a director, 
officer or employee of the Company, or is or was serving at the request of 
the Company as a director, officer or employee of another company, 
partnership, joint venture, trust or other enterprise against expenses, 
including attorneys' fees, actually and reasonably incurred by him in 
connection with the defense or settlement of such action or suit, if he acted 
in good faith and in a manner he reasonably believed to be in or not opposed 
to the best interests of the Company, except that no indemnification shall be 
made in respect of any claim, issue or matter as to which such person shall 
have been adjudged to be liable for negligence or misconduct in the 
performance of his duty to the Company unless and only to the extent that the 
court in which such action or suit was brought shall determine upon 
application that, despite the adjudication of liability and in view of all 
circumstances of the case, such person is fairly and reasonably entitled to 
indemnity for such expenses as such court shall deem proper.
    

   
SECTION 4. Expenses, including attorney's fees, incurred in defending a civil 
or criminal action, suit or proceeding may be paid by the Company in advance 
of the final disposition of such action, suit or proceeding, upon receipt of 
any undertaking by or on behalf of the director or employee to repay such 
amount unless it shall ultimately be determined that he is entitled to be 
indemnified by the Company as authorized hereby.

    
SECTION 5.  The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any statute, bylaw, agreement, vote of shareholders or of disinterested
directors or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer or employee and shall inure to
the benefit of the heirs, executors and administrators of such a person.

Insofar as indemnification for liability arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the registrant, pursuant to the foregoing provisions, 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

<PAGE>

   
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 be governed by the final adjudication of such issue.
    

<PAGE>

                                      SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned thereunto duly authorized, and its
seal to be herewith affixed and attested, all in the city of Simsbury, and the
State of Connecticut on the 17 day of May, 1996.


                        ITT HARTFORD LIFE AND ANNUITY INSURANCE
                        COMPANY ICMG REGISTERED VARIABLE LIFE
                        SEPARATE ACCOUNT ONE
                        (Registrant)

                        By:  /s/ Gregory A. Boyko
                            ---------------------------------------
                             Gregory A. Boyko, Vice President and Controller



                        ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                        (Depositor)


                        By:  /s/ Gregory A. Boyko
                            ---------------------------------------
                             Gregory A. Boyko, Vice President and Controller

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons and in the capacities and on
the dates indicated.


Donald R. Frahm, Chairman and
    Chief Executive Officer, Director*
Bruce D. Gardner, General Counsel
    Corporate Secretary, Director*
Joseph H. Gareau, Executive Vice
    President and Chief Investment
    Officer, Director*
John P. Ginnetti, Senior Vice
    President, Director*
Thomas M. Marra, Senior Vice                     *By:  /s/ Lynda Godkin
    President, Director*                         -----------------------------
Leonard E. Odell, Jr., Senior                         Lynda Godkin
    Vice President, Director*                     Attorney-In-Fact
Lowndes A. Smith, President,
    Chief Operating Officer,                     Dated:  May 17, 1996
    Director*                                          ----------------------
Raymond P. Welnicki, Senior Vice
    President, Director*
Lizabeth H. Zlatkus, Vice President
    Director*

   
(ICMG VUL)
    

<PAGE>

                             BROKER-DEALER SALES AND
                              SUPERVISION AGREEMENT

This Broker-Dealer Sales and Supervision Agreement ("Agreement")
dated ____________________ is made by and between Hartford Life Insurance
Company and ITT Hartford Life and Annuity Insurance Company (referred to
collectively as "Companies"), Hartford Securities Distribution Company, Inc.
("Distributor"), a broker-dealer registered with the Securities and Exchange
Commission ("SEC") under the Securities and Exchange Act of 1934 ("1934 Act")
and a member of the National Association of Securities Dealers, Inc. ("NASD")
and __________________________________, who is also a broker-dealer registered
with the SEC under the 1934 Act and a member of the NASD ("Broker-Dealer"), and
any and all undersigned insurance agency affiliates ("Affiliates") of Broker-
Dealer.

WHEREAS, Companies offer certain variable life insurance policies and variable
and modified guaranteed annuity contracts which are deemed to be securities
under the Securities Act of 1933 (the "Registered Products"); and

WHEREAS, Companies wish to appoint the Broker-Dealer and Affiliates as agents of
the Companies for the solicitation and procurement of applications for
Registered Products; and

WHEREAS, Distributor is the principal underwriter of the Registered Products;
and

WHEREAS, Distributor anticipates having registered representatives who are
associated with Broker-Dealer ("Registered Representatives"), who are NASD
registered and are duly licensed under applicable state insurance law and
appointed as life insurance agents of Companies solicit and sell the Registered
Products; and

WHEREAS, Distributor acknowledges that the Broker-Dealer will provide certain
supervisory and administrative services to Registered Representatives who are
associated with the Broker-Dealer in connection with the solicitation, service
and sale of the Registered Products; and

WHEREAS, Broker-Dealer agrees to provide the aforementioned supervisory services
to its Registered Representatives who have been appointed by the Companies to
sell the Registered Products.

NOW THEREFORE, in consideration of the mutual covenants contained in this
Agreement, the parties agree to the following:


  I. APPOINTMENT OF THE BROKER-DEALER

     The Companies hereby appoint Broker-Dealer as an agent of the Companies for
     the solicitation and procurement of applications for the Registered
     Products offered by the Companies, as outlined in Exhibit A attached
     herein, in all states in which the Companies are authorized to do business
     and in which Broker-Dealer or any Affiliates are properly licensed.
     Distributor hereby authorizes Broker-Dealer under the securities laws to
     supervise Registered Representatives in connection with the solicitation,
     service and sale of the Registered Products.

 II. AUTHORITY OF THE BROKER-DEALER

<PAGE>

     Broker-Dealer has the authority to represent Distributor and Companies only
     to the extent expressly granted in this Agreement.  Broker-Dealer and any
     Registered Representatives shall not hold themselves out to be employees of
     Companies or Distributor in any dealings with the public.  Broker-Dealer
     and any Registered Representatives shall be independent contractors as to
     Distributor or Companies.  Nothing contained herein is intended to create a
     relationship of employer and employee between Broker-Dealer and Distributor
     or Companies or between Registered Representatives and Distributor or
     Companies.

III. BROKER-DEALER REPRESENTATION

     Broker-Dealer represents that it is a registered broker-dealer under the
     1934 Act, a member in good standing of the NASD, and is registered as a
     broker-dealer under state law to the extent necessary to perform the duties
     described in this Agreement.  Broker-Dealer represents that its Registered
     Representatives, who will be soliciting applications for the Registered
     Products, will be duly registered representatives associated with Broker-
     Dealer and that they will be representatives in good standing with
     accreditation as required by the NASD to sell the Registered Products.
     Broker-Dealer agrees to abide by all rules and regulations of the NASD,
     including its Rules of Fair Practice, and to comply with all applicable
     state and federal laws and the rules and regulations of authorized
     regulatory agencies affecting the sale of the Registered Products.

 IV. BROKER-DEALER OBLIGATIONS

   (a)     TRAINING AND SUPERVISION
           Broker-Dealer has full responsibility for the training and
           supervision of all Registered Representatives associated with
           Broker-Dealer and any other persons who are engaged directly or
           indirectly in the offer or sale of the Registered Products.  Broker-
           Dealer shall, during the term of this Agreement, establish and
           implement reasonable procedures for periodic inspection and
           supervision of sales practices of its Registered Representatives.

           If a Registered Representative ceases to be a Registered
           Representative of Broker-Dealer, is disqualified for continued
           registration or has their registration suspended by the NASD or
           otherwise fails to meet the rules and standards imposed by Broker-
           Dealer, Broker-Dealer shall immediately notify such Registered
           Representative that he or she is no longer authorized to solicit
           applications, on behalf of the Companies, for the sale of Registered
           Products.  Broker-Dealer shall immediately notify Distributor of
           such termination or suspension.

   (b)     SOLICITATION
           Broker-Dealer agrees to supervise its Registered Representatives so
           that they will only solicit applications in states where the
           Registered Products are approved for sale in accordance with
           applicable state and federal laws.  Broker-Dealer shall be notified
           by Companies or Distributor of the availability of the Registered
           Products in each state.

   (c)     NO CHURNING
           Broker-Dealer and any Registered Representatives shall not make any
           misrepresentation or incomplete comparison of products for the
           purpose of inducing a policyholder to lapse, forfeit or surrender
           its insurance in favor of purchasing a Registered Product.

   (d)     PROSPECTUS DELIVERY AND SUITABILITY REQUIREMENTS
           Broker-Dealer shall ensure that its Registered Representatives
           comply with the prospectus delivery requirements under the
           Securities Act of 1933.  In addition, Broker-Dealer shall ensure
           that its Registered Representatives shall not make recommendations
           to an applicant to purchase a Registered Product in the absence of
           reasonable grounds to believe that the


                                        2
<PAGE>


           purchase is suitable for such applicant, as outlined in the
           suitability requirements of the 1934 Act and the NASD Rules of Fair
           Practice.  Broker-Dealer shall  ensure that each application
           obtained by its Registered Representatives shall bear evidence of
           approval by one of its principals indicating that the application
           has been reviewed for suitability.


   (e)     PROMOTIONAL MATERIAL
           Broker-Dealer and its Registered Representatives are not authorized
           to provide any information or make any representation in connection
           with this Agreement or the solicitation of the Registered Products
           other than those contained in the prospectus or other promotional
           material produced or authorized by Companies or Distributor.

           Broker-Dealer agrees that if it develops any promotional material
           for sales, training, explanatory or other purposes in connection
           with the solicitation of applications for Registered Products,
           including generic advertising and/or training materials which may be
           used in connection with the sale of Registered Products, it will
           obtain the prior written consent of Distributor, and where
           appropriate, approval of Companies, such approval not to be
           unreasonably withheld.

   (f)     RECORD KEEPING
           Broker-Dealer is responsible for maintaining the records of its
           Registered Representatives.  Broker-Dealer shall maintain such other
           records as are required of it by applicable laws and regulations.
           The books, accounts and records maintained by Broker-Dealer that
           relate to the sale of the Registered Products, or dealings with the
           Companies, Distributor and/or Broker-Dealer shall be maintained so
           as to clearly and accurately disclose the nature and details of each
           transaction.

           Broker-Dealer acknowledges that all the records maintained by
           Broker-Dealer relating to the solicitation, service or sale of the
           Registered Products subject to this Agreement, including but not
           limited to applications, authorization cards, complaint files and
           suitability reviews, shall be available to Companies and Distributor
           upon request during normal business hours.  Companies and
           Distributor may retain copies of any such records which Companies
           and Distributor, in their discretion, deems necessary or desirable
           to keep.

   (g)     REFUND OF COMPENSATION
           Broker-Dealer agrees to repay Companies the total amount of any
           compensation which may have been paid to it within thirty (30)
           business days of notice of the request for such refund should
           Companies for any reason return any premium on a Registered Product
           which was solicited by a Registered Representative of Broker-Dealer.


   (h)     PREMIUM COLLECTION
           Broker-Dealer only has the authority to collect initial premiums
           unless specifically set forth in the applicable commission schedule.
           Unless previously authorized by Distributor, neither Broker-Dealer
           nor any of its Registered Representatives shall have any right to
           withhold or deduct any part of any premium it shall receive for
           purposes of payment of commission or otherwise.



V. COMPANIES AND/OR DISTRIBUTOR OBLIGATIONS

   (a)     PROSPECTUS/PROMOTIONAL MATERIAL
           Companies and/or Distributor will provide Broker-Dealer with
           reasonable quantities of the currently effective prospectus for the
           Registered Products and appropriate sales promotional


                                        3
<PAGE>


           material which has been filed with the NASD, and applicable state
           insurance departments.

   (b)     COMPENSATION
           Distributor will pay Broker-Dealer as full compensation for all
           services rendered by Broker-Dealer under this Agreement, commissions
           and/or service fees in the amounts, in the manner and for the period
           of time as set forth in the Commission Schedules attached to this
           Agreement or subsequently made a part hereof, and which are in
           effect at the time such Registered Products are sold.  The manner of
           commission payments (I.E. fronted or trail) is not subject to change
           after the effective date of a contract for which the compensation is
           payable.

           Distributor or Companies may change the Commission Schedules
           attached to this Agreement at any time.  Such change shall become
           effective only when Distributor or Companies provide the Broker-
           Dealer with written notice of the change.  No such change shall
           affect any contracts issued upon applications received by Companies
           at Companies' Home Office prior to the effective date of such
           change.

           Distributor agrees to identify to Broker-Dealer for each such
           payment, the name of the Registered Representative of Broker-Dealer
           who solicited each contract covered by the payment.  Distributor
           will not compensate Broker-Dealer for any Registered Product which
           is tendered for redemption after acceptance of the application.  Any
           chargebacks will be assessed against the Broker-Dealer of record at
           the time of the redemption.

           Distributor will only compensate Broker-Dealer or Affiliates, as
           outlined below, for those applications accepted by Companies, and
           only after receipt by Companies at Companies' Home Office or at such
           other location as Companies may designate from time to time for its
           various lines of business, of the required premium and compliance by
           Broker-Dealer with any outstanding contract and prospectus delivery
           requirements.

           In the event that this Agreement terminates for fraudulent
           activities or due to a material breach by the Broker-Dealer,
           Distributor will only pay to Broker-Dealer or Affiliate commissions
           or other compensation earned prior to discovery of events requiring
           termination. No further commissions or other compensation shall
           thereafter be payable.

   (c)     COMPENSATION PAYABLE TO AFFILIATES
           If Broker-Dealer is unable to comply with state licensing
           requirements because of a legal impediment which prohibits a non-
           domiciliary corporation from becoming a licensed insurance agency or
           prohibits non-resident ownership of a licensed insurance agency,
           Distributor agrees to pay compensation to Broker-Dealer's
           contractually affiliated insurance agency, a wholly-owned life
           agency affiliate of Broker-Dealer, or a Registered Representative or
           principal of Broker-Dealer who is properly state licensed.  As
           appropriate, any reference in this Agreement to Broker-Dealer shall
           apply equally to such Affiliate. Distributor agrees to pay
           compensation to an Affiliate subject to Affiliates agreement to
           comply with the requirements of Exhibit B, attached hereto.


 VI.   TERMINATION

   (a)     This Agreement may be terminated by any party by giving thirty (30)
           days' notice in writing to the other party.

   (b)     Such notice of termination shall be mailed to the last known address
           of Broker-Dealer appearing on Companies' records, or in the event of
           termination by Broker-Dealer, to the Home Office of Companies at
           P.O. Box 2999, Hartford, Connecticut 06104-2999.


                                        4
<PAGE>


   (c)     Such notice shall be an effective notice of termination of this
           Agreement as of the time the notice is deposited in the United
           States mail or the time of actual receipt of such notice if
           delivered by means other than mail.

   (d)     This Agreement shall automatically terminate without notice upon the
           occurrence of any of the events set forth below:

       (1) Upon the bankruptcy or dissolution of Broker-Dealer.

       (2) When and if Broker-Dealer commits fraud or gross negligence in the
           performance of any duties imposed upon Broker-Dealer by this
           Agreement or wrongfully withholds or misappropriates, for Broker-
           Dealer's own use, funds of Companies, its policyholders or
           applicants.

       (3) When and if Broker-Dealer materially breaches this Agreement or
           materially violates state insurance or Federal securities laws and
           administrative regulations of a state in which Broker-Dealer
           transacts business.

       (4) When and if Broker-Dealer fails to obtain renewal of a necessary
           license in any jurisdiction, but only as to that jurisdiction.

   (e)     The parties agree that on termination of this Agreement, any
           outstanding indebtedness to Companies shall become immediately due
           and payable.

VII.   GENERAL PROVISIONS

   (a)     COMPLAINTS AND INVESTIGATIONS
           Broker-Dealer shall cooperate with Distributor and Companies in the
           investigation and settlement of all complaints or claims against
           Broker-Dealer and/or Distributor or Companies relating to the
           solicitation or sale of the Registered Products under this
           Agreement.  Broker-Dealer, Distributor and Companies each shall
           promptly forward to the other any complaint, notice of claim or
           other relevant information which may come into either one's
           possession.  Broker-Dealer, Distributor and Companies agree to
           cooperate fully in any investigation or proceeding in order to
           ascertain whether Broker-Dealer's, Distributor's or Companies'
           procedures with respect to solicitation or servicing is consistent
           with any applicable law or regulation.

           In the event any legal process or notice is served on Broker-Dealer
           in a suit or proceeding against Distributor or Companies, Broker-
           Dealer shall forward forthwith such process or notice to Companies
           at its Home Office in Hartford, Connecticut, by certified mail.


   (b)     WAIVER
           The failure of Distributor or Companies to enforce any provisions of
           this Agreement shall not constitute a waiver of any such provision.
           The past waiver of a provision by Distributor or Companies shall not
           constitute a course of conduct or a waiver in the future of that
           same provision.

   (c)     INDEMNIFICATION
           Broker-Dealer shall indemnify and hold Distributor and Companies
           harmless from any liability, loss or expense sustained by Companies
           or the Distributor (including reasonable attorney fees) on account
           of any acts or omissions by Broker-Dealer or persons employed or
           appointed by Broker-Dealer, except to the extent Companies' or
           Distributor's acts or omissions caused such


                                        5
<PAGE>


           liability Indemnification by Broker-Dealer is subject to the
           conditions that Distributor or Companies promptly notify Broker-
           Dealer of any claim or suit made against Distributor or Companies,
           and that Distributor or Companies allow Broker-Dealer to make such
           investigation, settlement, or defense thereof as Broker-Dealer deems
           prudent. Broker-Dealer expressly authorizes Companies to charge
           against all compensation due or to become due to Broker-Dealer under
           this Agreement any monies paid or liabilities incurred by Companies
           under this Indemnification provision.

           Distributor and Companies shall indemnify and hold Broker-Dealer
           harmless from any liability, loss or expense sustained by the
           Broker-Dealer (including reasonable attorney fees) on account of any
           acts or omissions by Distributor or Companies, except to the extent
           Broker-Dealer's acts or omissions caused such liability.

           Indemnification by Distributor or Companies is subject to the
           condition that Broker-Dealer promptly notify Distributor or
           Companies of any claim or suit made against Broker-Dealer, and that
           Broker-Dealer allow Distributor or Companies to make such
           investigation, settlement, or defense thereof as Distributor or
           Companies deems prudent.

   (d)     ASSIGNMENT
           No assignment of this Agreement, or commissions payable hereunder,
           shall be valid unless authorized in writing by Distributor.  Every
           assignment shall be subject to any indebtedness and obligation of
           Broker-Dealer that may be due or become due to Companies and any
           applicable state insurance regulations pertaining to such
           assignments.

   (e)     OFFSET
           Companies may at any time deduct, from any monies due under this
           Agreement, every indebtedness or obligation of Broker-Dealer to
           Companies or to any of its affiliates.

   (f)     CONFIDENTIALITY
           Companies, Distributor and Broker-Dealer agree that all facts or
           information received by any party related to a contract owner shall
           remain confidential, unless such facts or information is required to
           be disclosed by any regulatory authority or court of competent
           jurisdiction.

   (g)     PRIOR AGREEMENTS
           This Agreement terminates all previous agreements, if any, between
           Companies, Distributor and Broker-Dealer.  However, the execution of
           this Agreement shall not affect any obligations which have already
           accrued under any prior agreement.

   (h)     CHOICE OF LAW
           This Agreement shall be governed by and construed in accordance with
           the laws of the State of Connecticut.

By executing this Broker-Dealer Sales and Supervision Agreement Specifications
Page, Broker-Dealer acknowledges that it has read this Agreement in its entirety
and is in agreement with the terms and conditions outlining the rights of
Distributor, Companies and Broker-Dealer and Affiliates under this Agreement.

IN WITNESS WHEREOF, the undersigned parties have executed this Agreement to be
effective as set forth above, upon the later of the execution date below or
approval of Distributor's registration by all appropriate state securities
commissions.


                                        6
<PAGE>


BROKER-DEALER                 HARTFORD SECURITIES DISTRIBUTION
                              COMPANY INC.

By:                           By:


Title:                        Title:


Date:                         Date:


AFFILIATE (IF APPLICABLE)     HARTFORD LIFE INSURANCE COMPANY

By:                           By:


Title:                        Title:


Date:                         Date:


                              ITT HARTFORD LIFE AND ANNUITY
                              INSURANCE COMPANY

                              By:


                              Title:


                              Date:


                                        7
<PAGE>


                                    EXHIBIT B

In accordance with Section V.(c) of the Broker-Dealer-Dealer Sales and
Supervision Agreement, no compensation is payable unless Broker-Dealer and
Registered Representative have first complied with all applicable state
insurance laws, rules and regulations.  Distributor must ensure that any Broker-
Dealer with whom Distributor intends to enter into an Agreement and any
Registered Representatives meet the licensing and registration requirements of
the state(s) Broker-Dealer operates in and the NASD.

Companies are required by the Insurance Department in all 50 states to pay
compensation only to individuals and entities that are properly insurance
licensed and appointed.  For registered products, Distributor must also comply
with NASD regulations that require Distributor to pay compensation to an NASD
registered Broker-Dealer.  Distributor must comply with both state and NASD
requirements.

Distributor requires confirmation that Broker-Dealer holds current state
insurance licenses or markets insurance products through a contractual affiliate
or wholly owned life agency, which is properly insurance licensed.  If Broker-
Dealer is properly state licensed then compensation may be paid to Broker-Dealer
in compliance with both state and NASD requirements.

If Broker-Dealer is not state insurance licensed and relies on the licensing of
a contractual affiliate or wholly owned life agency, the SEC has issued a number
of letters indicating that, under specific limited circumstances, it will take
"no action" against insurers (Distributor) paying compensation on registered
products to Broker-Dealer's contractual affiliate or wholly owned life agency.
At the request of Broker-Dealer, Distributor will provide copies of several of
these letters as well as a summary of their requirements.

If Broker-Dealer intends to rely on one of these "no-action" letters, legal
counsel for Broker-Dealer must confirm to Distributor in writing that all of the
circumstances of any one of the SEC no-action letters are applicable.  Broker-
Dealer's counsel must summarize each point upon which the no-action relief was
granted and represent that Broker-Dealer's method of operation is identical or
meets the same criteria.  Broker-Dealer's counsel must also confirm that, to the
best of counsel's knowledge, the SEC has not rescinded or modified its no-action
position since the letter was released.

The Broker-Dealer Sales and Supervision Agreement will not be finalized and no
new applications for registered products will be accepted or no new compensation
will be payable unless the appropriate proof of state licensing or no-action
relief is confirmed.  In addition to a letter from Broker-Dealer's counsel,
copies of the following documentation is required:

     --   life insurance licenses for all states in which Broker-Dealer holds
          these licenses and intends to operate and/or;

     --   life insurance licenses for any contractual affiliate or wholly owned
          life agency; and

     --   the SEC No-Action Letter that will be relied upon.


If you have any questions regarding these matters, please contact your Life
Licensing and Contracting representative.


                                        8



<PAGE>

                       CERTIFICATE AMENDING AND RESTATING
                       THE CERTIFICATE OF INCORPORATION BY
                ACTION OF THE BOARD OF DIRECTORS AND SHAREHOLDERS


1.   The name of the Corporation is ITT HARTFORD LIFE AND ANNUITY INSURANCE
     COMPANY.

2.   The Certificate of Incorporation is amended and restated by the following
     resolution of the Board of Directors and Shareholder of the Corporation.

     RESOLVED, that the Certificate of Incorporation of the Corporation, as
     supplemented and amended to date, is further amended and restated to read
     as follows:

     Section 1.     The name of the Corporation is ITT HARTFORD LIFE AND ANNUITY
                    INSURANCE COMPANY.

     Section 2.     The address of the Registered Office of the Corporation is
                    Hartford Plaza, Hartford, Connecticut  06104-2999.

     Section 3.     The Corporation is a body politic and corporate and shall
                    have all the powers granted by the general statutes, as now
                    enacted or hereinafter amended, to corporations formed under
                    the Stock Corporation Act.

     Section 4.     The Corporation shall have the purposes and powers to write
                    any and all forms of insurance which any other corporation
                    now or hereafter chartered in Connecticut and empowered to
                    do an insurance business may now or hereafter lawfully do;
                    to accept and to cede reinsurance; to issue policies and
                    contracts for any kind or combination of kinds of insurance;
                    to issue policies or contracts either with or without
                    participation in profits; to acquire and hold any or all of
                    the shares or other securities of any insurance corporation
                    or any other kind of corporation; and to engage in any
                    lawful act or activity for which corporations may be formed
                    under the Stock Corporation Act.  The corporation is
                    authorized to exercise the powers herein granted in any
                    state, territory or jurisdiction of the United States or in
                    any foreign country.

     Section 5.     The Corporation shall obtain a license from the insurance
                    commissioner prior to the commencement of business and shall
                    be subject to all general statutes applicable to insurance
                    companies.

   

     Section 6.     The aggregate number of shares which the corporation shall
                    have authority to issue is 3,000 shares consisting of one
                    class only, designated as Common Shares, of the par value of
                    $1,250.

    

   

     Section 7.     No shareholder shall, because of his ownership of shares,
                    have a preemptive or 

    

<PAGE>

                                       -2-

                    other right to purchase, subscribe for, or take any part of
                    any shares or any part of the notes, debentures, bonds, or
                    other securities convertible into or carrying options or
                    warrants to purchase shares of this corporation issued,
                    optioned, or sold by it after its incorporation.

   

     Section 8.     The minimum amount of stated capital with which the
                    corporation shall commence business is One Thousand Dollars
                    ($1,000.00).

    

   

     Section 9.     So much of the charter of said corporation is amended, as is
                    inconsistent herewith is repealed, provided such repeal
                    shall not invalidate or otherwise affect any action taken
                    pursuant to the charter of the corporation, in accordance
                    with its terms, prior to the effective date of such repeal.

    

3.   The above resolution was passed by the Board of Directors and the
     Shareholder of the Corporation.  The number of shares entitled to vote
     thereon was 3,000 and the vote required for adoption was 2,000 shares.  The
     vote favoring adoption was 3,000 which was the greatest vote needed to pass
     the resolution.

   
4.   The term of existence of the corporation shall be perpetual.
    
   
Dated at Simsbury, Connecticut this 30 day of  April, 1996.
                                    --
    

We hereby declare, under the penalties of false statement, that the statements
made in the foregoing Certificate are true.


                                        ITT HARTFORD LIFE AND 
                                        ANNUITY INSURANCE COMPANY

                                        /s/ Lowndes A. Smith
                                        -----------------------------
                                        Lowndes A. Smith, President



/s/ Lynda Godkin
- ----------------------------------------
Lynda Godkin, Associate General Counsel 
and Corporate Secretary

 

<PAGE>

                           AMENDED AND RESTATED BYLAWS 

                                       OF

                 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY




                              EFFECTIVE MAY 1, 1996

<PAGE>

                                      -2-

                                   ARTICLE I

                               Name - Home Office

SECTION 1.  This company shall be named ITT Hartford and Annuity Life Insurance
Company.

SECTION 2.  The Company may have such principal and other business offices,
either within or without the State of Connecticut, as the Board of Directors may
designate or as the business of the Company may require.

SECTION 3. The registered office of the Company is Hartford Plaza, Hartford,
Connecticut 06104-2999.

                                   ARTICLE II

              Stockholders' Meetings - Notice-Quorum-Right to Vote

SECTION 1.  All meetings of the stockholders shall be held at the principal
business office of the Company unless the Board of Directors shall otherwise
provide and direct.

SECTION 2.  The annual meeting of the stockholders shall be held on such day and
at such hour as the Board of Directors may decide.  For cause the Board of
Directors may postpone or adjourn such annual meeting to any other time during
the year.

SECTION 3.  Special meetings of the stockholders may be called by the Board of
Directors, the Executive Committee, the Chairman  or Vice Chairman of the Board,
the President or any Vice President.

SECTION 4.  Notice of stockholders' meetings shall be delivered to each
stockholder, either personally or by mail at his address as it appears on the
records of the Company, at least seven days prior to the meeting.  The notice
shall state the place, date and time of the meeting and shall specify all
matters proposed to be acted upon at the meeting.

SECTION 5.  At each annual meeting, the stockholders shall choose Directors as
hereinafter provided.

SECTION 6.  Each stockholder shall be entitled to one vote at all meetings of
the Company for each share of stock held by such stockholder.  Proxies may be
authorized by written power of attorney.

<PAGE>

                                      -3-

SECTION 7.  A majority of the total number of shares entitled to vote,
represented in person or by proxy, shall constitute a quorum.

SECTION 8.  Each stockholder shall be entitled to a certificate of stock which
shall be signed by the President or a Vice President, and either the Treasurer
or an Assistant Treasurer of the Company, and shall bear the seal of the
Company, but such signatures and seal may be facsimile.

                                   ARTICLE III

                            Directors-Meetings-Quorum

SECTION 1.  The property, business and affairs of the Company shall be managed
by a board of not less than three nor more than twenty Directors, who shall be
chosen by the stockholders at each annual meeting.  Vacancies occurring between
annual meetings may be filled by the affirmative vote of a majority of the
Directors then in office.  Each Director shall hold office until the next annual
meeting of stockholders and until his successor is chosen and qualified.

SECTION 2.  Meetings of the Board of Directors may be called by the direction of
the Chairman of the Board, the President, or any three Directors.

SECTION 3. Three days' notice of meetings of the Board of Directors shall be
given to each Director, either personally or by mail or telegraph, at his
residence or usual place of business, but notice may be waived, at any time, in
writing, and attendance of a Director at a meeting shall constitute a waiver of
notice of such meeting except where a Director attends a meeting and objects
thereat to the transaction of any business on grounds that the meeting was not
lawfully called or convened.

SECTION 4. A majority of the number of existing directorships, but not less than
two Directors, shall constitute a quorum.

                                   ARTICLE IV

                    Election of Officer - Duties of Board of
                        Directors and Executive Committee

SECTION 1. The Board of Directors shall annually elect a President, a Secretary
and a Treasurer.  It may elect a Chairman of the Board, a Vice Chairman of the
Board and such Vice Presidents, other Secretaries, Assistant Secretaries,
Assistant Treasurers and other officers as it may determine.  All officer of the
Company shall hold office during the pleasure of the Board of Directors.

<PAGE>

                                      -4-

SECTION 2.   The Directors may fill any vacancy among the officers by election
for the unexpired term.

SECTION 3.    The Board of Directors may appoint from its own number an
Executive Committee of not less than five Directors. The Executive Committee may
exercise all powers vested in and conferred upon the Board of Directors at any
time when the Board is not in session. A majority of the members of said
Committee shall constitute a quorum.  Meetings of the Committee shall be called
whenever the Chairman of the Board, the President or a majority of its members
shall request.

SECTION 4.   The Board of Directors may annually appoint from its own number a
Finance Committee of not less than three Directors, whose duties shall be as
hereinafter provided.

SECTION 5.    The Board of Directors may, at any time, appoint such other
committees, not necessarily from its own number, as it may deem necessary for
the proper conduct of the business of the Company, which committees shall have
only such powers and duties as are specifically assigned to them by the Board of
Directors or the Executive Committee.

For all meetings, forty-eight hours' notice shall be given but notice may be
waived, at any time, in writing, and attendance of a Director at a meeting shall
constitute a waiver of notice of such meeting except where a Director attends a
meeting and objects thereat to the transaction of any business on grounds that
the meeting was not lawfully called or convened.

SECTION 6. The Board of Directors may authorize corporate contributions, in such
amounts as it determines to be reasonable, for public welfare or for charitable,
scientific or educational purposes, subject to the limits and restrictions
imposed by law and to such rules and regulations consistent with law as it
makes.

                                    ARTICLE V

                                    Officers
                              Chairman of the Board
                                       and
                           Vice Chairman of the Board

SECTION 1.   The Chairman of the Board shall preside at the meetings of the
Board of Directors and the Executive Committee and, in the absence of the
Chairman of the Finance Committee, at the meetings of the Finance Committee. 

In the absence or inability of the Chairman of the Board to so preside, the Vice
Chairman shall preside in his place if there be one, otherwise the President
shall preside.

<PAGE>

                                      -5-

SECTION 2.  The Vice Chairman of the Board shall, in the absence of the Chairman
of the Board, exercise the powers and perform the duties of the Chairman of the
Board.  He shall perform such other duties and have such other powers as may be
assigned to him by the Board of Directors.

                                    President

SECTION 3. The President, unless the Board of Directors shall otherwise order
pursuant to Section 7 below, shall be the chief executive officer of the Company
and, subject to the control of the Board of Directors, shall in general
supervise and control all the business and affairs of the Company.  Unless the
Board of Directors shall provide otherwise, he shall, when present, preside at
all meetings of the shareholders and shall preside at all meetings of the Board
of Directors unless the Board shall have elected a Chairman of the Board of
Directors.  He shall have authority, subject to such rules as may be prescribed
by the Board of Directors, to appoint such agents and employees of the Company
as he shall deem necessary, to prescribe their powers, duties and compensation,
and to delegate authority to them.  Such agents and employees shall hold office
at the discretion of the President.  Except as otherwise provided in these
Bylaws or by resolution of the Board of Directors, the President shall have
authority to sign, execute and acknowledge, on behalf of the Company all
contracts, reports and other documents or instruments necessary or proper to be
executed in the course of the Company's regular business, or which shall be
authorized by resolution of the Board of Directors; and except as otherwise
provided by law or the Board of Directors, he may authorize any Vice President
or other officer or agent of the Company to sign, execute and acknowledge such
documents or instruments in his place and stead.  In general, he shall perform
all duties incident to the office of the chief executive officer and such other
duties as may be prescribed by the Board of Directors from time to time.

If the President is not the chief executive officer, he shall have such duties
and authority as prescribed by the Board of Directors or the chief executive
officer.

SECTION 4.   In the absence or inability of the President to perform his duties,
the Board or the Chairman thereof may designate a Vice President to exercise the
powers and perform the duties of the President during such absence or inability.

                                    Secretary

 SECTION 5.  The Secretary shall keep a record of all the meetings of the
Company, of the Board of Directors and of the Executive Committee, and he shall
discharge all other duties specifically required of the Secretary by law.

<PAGE>

                                      -6-

The other Secretaries and the Assistant Secretaries shall perform such duties as
may be assigned to them by the Board of Directors or by their senior officers
and any Secretary or Assistant Secretary may affix the seal of the Company and
attest it and the signature of any officer to any and all instruments.

                                    Treasurer

SECTION 6.  The Treasurer shall keep, or cause to be kept, full and accurate
accounts of the Company.  He shall see that the funds of the Company are
disbursed as may be ordered by the Board of Directors, the Finance Committee or
a duly authorized individual.  He shall have charge of all moneys paid to the
Company and shall deposit such to the credit of the Company or in any other
properly authorized name, in such banks or depositories as may be designated in
a manner provided by these Bylaws.  He shall also discharge all other duties
that may be required of him by law.


                                 Other Officers

SECTION 7.  The other officers shall perform such duties as may be assigned to
them by the President or the Board of Directors.  The Board of Directors may
designate the Chairman of the Board or the Vice Chairman as the chief executive
officer of the Company.  In such event that person shall assume all authority,
power, duties and responsibilities otherwise appointed to the President pursuant
to Section 3 above, and all references to the President in these Bylaws shall be
regarded as references to the Chairman of the Board or Vice Chairman,  as the
case may be, as such chief executive officer, except where a contrary meaning is
clearly required, and provided that in no case shall that person be empowered in
place of the President to sign the certificates for shares of stock of the
Company.

                                   ARTICLE VI

                                Finance Committee

SECTION 1.  If a Finance Committee is established, it shall be the duty of that
committee to supervise the investment of the funds of the Company in securities
in which insurance companies are permitted by law to invest, and all other
matters connected with the management of investments.  If no Finance Committee
is established, this duty shall be performed by the Board of Directors.

SECTION 2.  All loans or purchases for the investment and reinvestment of the
funds of the Company shall be submitted for approval to the Finance Committee,
if not specifically approved by the Board of Directors.

<PAGE>

                                      -7-

SECTION 3.  Sale or transfer of any stocks or bonds shall be made upon
authorization of the Finance Committee unless specifically authorized by the
Board of Directors.

SECTION 4.  Transfers of stock and registered bonds, deeds, leases, releases,
sales, mortgages chattel or real, assignments or partial releases of mortgages
chattel or real, and in general all instruments of defeasance of property and
all agreements or contracts affecting the same, except discharges of mortgages
and entries to foreclose the same as hereinafter provided, shall be authorized
by the Finance Committee or the Board of Directors, and be executed jointly for
the Company by two persons, to wit:  the Chairman of the Board, the Vice
Chairman, the President or a Vice President, and a Secretary, the Treasurer or
an Assistant Treasurer, but may be acknowledged and delivered by either one of
those executing the instrument; provided, however, that either a Secretary, the
Treasurer, or an Assistant Treasurer alone, when authorized as aforesaid, or any
person specially authorized by the Finance Committee as attorney for the
Company, may make entry to foreclose any mortgage, and a Secretary, the
Treasurer or an Assistant Treasurer alone is authorized, without the necessity
of further authority, to discharge by deed or otherwise any mortgage on payment
to the Company of the principal, interest and all charges due.

SECTION 5.   The Finance Committee may fix times and places for regular
meetings.  No notice of regular meetings shall be necessary.  Reasonable notice
shall be given of special meetings but the action of a majority of the Finance
Committee at any meeting shall be valid notwithstanding any defect in the notice
of such meeting.

SECTION 6.   In the absence of specific authorization from the Board of
Directors or the Finance Committee, the Chairman of the Board, the President, a
Vice President or the Treasurer shall have the power to vote or execute proxies
for voting any shares held by the Company.

                                   ARTICLE VII

                                      Funds

SECTION 1.   All monies belonging to the Company shall be deposited to the
credit of the Company, or in such other name as the Finance Committee, the
Chairman of the Finance Committee or such executive officers as are designated
by the Board of Directors shall direct, in such bank or banks as may be
designated from time to time by the Finance Committee, the Chairman of the
Finance Committee or by such executive officers as are designated by the Board
of Directors.  Such monies shall be drawn only on checks or drafts signed by any
two executive officers of the Company, provided that the Board of Directors may
authorize the withdrawal of such monies by check or draft signed with the
facsimile signature of any one or more executive officers, and provided further,
that the Finance Committee may authorize such alternative methods of withdrawal
as it deems proper.

<PAGE>

                                      -8-

The Board of Directors, the President, the Chairman of the Finance Committee, a
Vice President, or such executive officers as are designated by the Board of
Directors may authorize withdrawal of funds by checks or drafts drawn at offices
of the Company to be signed by Managers, General Agents, or employees of the
Company, provided that all such checks or drafts shall be signed by two such
authorized persons, except checks or drafts used for the payment of claims or
losses which need to be signed by only one such authorized person, and provided
further that the Board of Directors of the Company or executive officers
designated by the Board of Directors may impose such limitations or restrictions
upon the withdrawal of such funds as it deems proper.

                                   ARTICLE VIII

                            Liability and Indemnity

SECTION 1.   No person shall be liable to the Company for any loss or damage
suffered by it on account of any action taken or omitted to be taken by him as
director or officer of the Company, or of any other company, partnership, joint
venture, trust or other enterprise for  which he serves as a director, officer
or employee at the request of the Company, in good faith, if such person (a)
exercised and used the same degree of care and skill as a prudent man would have
exercised or used under the circumstances in the conduct of his own affairs, or
(b) took or omitted to take such action in reliance upon advice of counsel for
the Company or upon statements made or information furnished by officers or
employees of the Company which he had reasonable grounds to believe to be true. 
The foregoing shall not be exclusive of other rights and defenses to which he
may be entitled as a matter of law.

SECTION 2.  The Company shall indemnify any person who was or is a party or
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, (other than one by or in the right of the Company) by reason
of the fact that he is or was a director, officer or employee of the Company, or
is or was serving at the request of the Company as a director, officer or
employee of another company, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding had reasonable
cause to believe that his conduct was unlawful.

SECTION 3.   The Company shall indemnify any person who was or is a party or is
threatened to

<PAGE>

                                      -9-

be made a party to any threatened, pending or completed action, suit or
proceeding, by or in the right of the Company to procure a judgment in its
favor by reason of the fact that he is or was a director, officer or
employee of the Company, or is or was serving at the request of the Company as a
director, officer or employee of another company, partnership, joint venture,
trust or other enterprise against expenses, including attorneys' fees, actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company, except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Company unless and only to the
extent that the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability and in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as such court shall deem proper.

SECTION 4.  Expenses, including attorneys' fees, incurred in defending a civil
or criminal action, suit or proceeding may be paid by the Company in advance of
the final disposition of such action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or employee to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Company as authorized hereby.

SECTION 5.  The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any statute, bylaw, agreement, vote of shareholders or of disinterested
directors or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer or employee and shall inure to
the benefit of the heirs, executors and administrators of such a person.

                                   ARTICLE IX

                              Amendment of Bylaws

SECTION 1.   The Directors shall have power to adopt, amend and repeal such
bylaws as may be deemed necessary or appropriate for the management of the
property and affairs of the Company.

SECTION 2.   The stockholders at any annual or special meeting may amend or
repeal these bylaws or adopt new ones if the notice of such meeting contains a
statement of the proposed alteration, amendment, repeal or adoption of the
substance thereof.  Bylaws amended or adopted by the stockholders may be amended
or repealed by the Directors.

<PAGE>

                                      -10-

   
                                  ARTICLE X

                             Term of Existence

SECTION 1.   The term of existence of the corporation shall be perpetual.
    

This is to certify that the foregoing is a true copy of the Bylaws of ITT
Hartford Life and Annuity Insurance Company in full force and effect on this
first day of May, 1996.

Attest:


- ---------------------------------
Gregory A. Boyko
Vice President


<PAGE>

   
                                ARTHUR ANDERSEN LLP



                     CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our report
(and to all references to our Firm) included in or made a part of this
Registration Statement File No 33-63731 for ITT Hartford Life and Annuity
Insurance Company on Form S-6.


                                      /s/ Arthur Andersen LLP


Hartford, Connecticut
May 21, 1996

    

<PAGE>


                    ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

                                  POWER OF ATTORNEY

                                   Bruce D. Gardner
                                   Joseph H. Gareau
                                    Joseph Kanarek
                                   Thomas M. Marra
                                   Lowndes A. Smith
                                 Lizabeth H. Zlatkus

   
do hereby jointly and severally authorize Lynda Godkin and/or Scott K.
Richardson to sign as their agent, any Registration Statement, pre-effective
amendment, post-effective amendment and any application for exemptive relief of
the ITT Hartford Life and Annuity Insurance Company under the Securities Act of
1933 and/or the Investment Company Act of 1940.
    

IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney for the
purpose herein set forth.

   
/s/ Bruce D. Gardner              Dated: 10/19/95
- ------------------------------         --------------------------
    Bruce D. Gardner


/s/ Joseph H. Gareau              Dated: 10/19/95
- ------------------------------         --------------------------
    Joseph H. Gareau


/s/ Joseph Kanarek                Dated: 10/19/95
- ------------------------------         --------------------------
    Joseph Kanarek


/s/ Thomas M. Marra               Dated: 10/19/95
- ------------------------------         --------------------------
    Thomas M. Marra


/s/ Lowndes A. Smith              Dated: 10/19/95
- ------------------------------         --------------------------
    Lowndes A. Smith


/s/ Lizabeth H. Zlatkus           Dated: 10/19/95
- ------------------------------         --------------------------
    Lizabeth H. Zlatkus
    


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