ITT HARTFORD LIFE & ANNUITY INSURANCE CO SEP ACCOUNT VL I
S-6, 1999-12-21
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<PAGE>

   As filed with the Securities and Exchange Commission on December 21, 1999

                                                             File No.

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                    INITIAL
                                   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:  Separate Account VL I

B.       Name of depositor:  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 complete address of agent for service:

         Marianne O'Doherty, Esq.
         Hartford Life and Annuity Insurance Company
         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 ________________ pursuant to paragraph (b) of Rule 485
         ____ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
         ____ on __________, 1999 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 has registered
         an indefinite amount of securities.

F.       Proposed maximum aggregate offering price to the public of the
         securities being registered: Not yet determined.

G.       Amount of filing fee: Not applicable.

H.       Approximate date of proposed public offering: As soon as practicable
         after the effective date of this registration statement.

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


<PAGE>

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

<TABLE>
<CAPTION>
Item No. of Form N-8B-2                             Caption In Prospectus
- -----------------------                             ---------------------
<S>                                         <C>
         1.                                 Cover Page
         2.                                 Cover Page
         3.                                 Not Applicable
         4.                                 Statement of Additional Information - Distribution of
                                            the Policies
         5.                                 About Us - Separate Account VL I
         6.                                 About Us - Separate Account VL I
         7.                                 Not required by Form S-6
         8.                                 Not required by Form S-6
         9.                                 Legal Proceedings
         10.                                About Us - Separate Account VL I; The Funds
         11.                                About Us - Separate Account VL I; The Funds
         12.                                About Us - The Funds
         13.                                Fee Table;  Charges and Deductions
         14.                                Premiums
         15.                                Premiums
         16.                                Premiums
         17.                                Making Withdrawals From Your Policy
         18.                                About Us - The Funds; Charges and Deductions
         19.                                Your Policy - Contract Rights
         20.                                Not Applicable
         21.                                Loans
         22.                                Not Applicable
         23.                                Not Applicable
         24.                                Not Applicable
         25.                                About Us - Hartford Life and Annuity Insurance Company
         26.                                Not Applicable
         27.                                About Us - Hartford Life and Annuity Insurance Company
         28.                                Statement of Additional Information - General
                                            Information and History
         29.                                About Us - Hartford Life and Annuity Insurance Company
         30.                                Not Applicable
         31.                                Not Applicable
         32.                                Not Applicable
         33.                                Not Applicable
         34.                                Not Applicable
         35.                                Statement of Additional Information - Distribution of
                                            the Policies
         36.                                Not required by Form S-6
         37.                                Not Applicable
         38.                                Statement of Additional Information - Distribution of
                                            the Policies
         39.                                Statement of Additional Information - Distribution of
                                            the Policies
         40.                                Not Applicable
         41.                                Statement of Additional Information - Distribution of
                                            the Policies
         42.                                Not Applicable
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Item No. of Form N-8B-2                             Caption In Prospectus
- -----------------------                             ---------------------
<S>                                         <C>
         43.                                Not Applicable
         44.                                Premiums
         45.                                Not Applicable
         46.                                Premiums; Making Withdrawals From Your Policy
         47.                                About Us - The Funds
         48.                                Cover Page; About Us - Hartford Life and Annuity
                                            Insurance Company
         49.                                Not Applicable
         50.                                About Us - Separate Account VL I
         51.                                Not Applicable
         52.                                About Us - The Funds
         53.                                Taxes
         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
</TABLE>

<PAGE>




                                  PART A



<PAGE>

<TABLE>
<S>                                                           <C>
[                                             ]
SEPARATE ACCOUNT VL I
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
P.O. BOX 2999
HARTFORD, CT 06104-2999
TELEPHONE: (800) 231-5453                                     [LOGO]
</TABLE>

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

This prospectus describes information you should know before you purchase the
[                              ] insurance policy. Please read it carefully.

[                              ] is a contract between you and Hartford Life and
Annuity Insurance Company. You agree to make sufficient premium payments to us,
and we agree to pay a death benefit to your beneficiary. The policy is a
flexible premium variable universal life insurance policy. It is:

x  Flexible premium, because you may add payments to your policy after the first
   payment.

x  Variable, because the value of your life insurance policy will fluctuate with
   the performance of the investment options you select and the Fixed Account.
- --------------------------------------------------------------------------------

The following Sub-Accounts are available under the policy:

<TABLE>
<CAPTION>

  <S>                                                         <C>
                         Sub-Account                                         Purchases shares of:
<CAPTION>

  <S>                                                         <C>
  Hartford Advisers Fund Sub-Account                          Class IA of Hartford Advisers HLS Fund, Inc.
  Hartford Bond Fund Sub-Account                              Class IA of Hartford Bond HLS Fund, Inc.
  Hartford Capital Appreciation Fund Sub-Account              Class IA of Hartford Capital Appreciation HLS
                                                              Fund, Inc.
  Hartford Dividend and Growth Fund Sub-Account               Class IA of Hartford Dividend and Growth HLS
                                                              Fund, Inc.
  Hartford Growth and Income Fund Sub-Account                 Class IA of Hartford Growth and Income HLS Fund of
                                                              Hartford Series Fund, Inc.
  Hartford Index Fund Sub-Account                             Class IA of Hartford Index HLS Fund, Inc.
  Hartford International Advisers Fund Sub-Account            Class IA of Hartford International Advisers HLS
                                                              Fund, Inc.
  Hartford International Opportunities Fund Sub-Account       Class IA of Hartford International Opportunities
                                                              HLS Fund, Inc.
  Hartford MidCap Fund Sub-Account                            Class IA of Hartford MidCap HLS Fund, Inc.
  Hartford Mortgage Securities Fund Sub-Account               Class IA of Hartford Mortgage Securities HLS
                                                              Fund, Inc.
  Hartford Money Market Fund Sub-Account                      Class IA of Hartford Money Market HLS Fund, Inc.
  Hartford Small Company Fund Sub-Account                     Class IA of Hartford Small Company HLS Fund, Inc.
  Hartford Stock Fund Sub-Account                             Class IA of Hartford Stock HLS Fund, Inc.
  Putnam VT Asia Pacific Growth Fund Sub-Account              Class IA of Putnam VT Asia Pacific Growth Fund of
                                                              the Putnam Variable Trust
  Putnam VT Diversified Income Fund Sub-Account               Class IA of Putnam VT Diversified Income Fund of
                                                              Putnam Variable Trust
  Putnam VT Global Asset Allocation Fund Sub-Account          Class IA of Putnam VT Global Asset Allocation Fund
                                                              of Putnam Variable Trust
  Putnam VT Global Growth Fund Sub-Account                    Class IA of Putnam VT Global Growth Fund of Putnam
                                                              Variable Trust
  Putnam VT Growth and Income Fund Sub-Account                Class IA of Putnam VT Growth and Income Fund of
                                                              Putnam Variable Trust
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

  <S>                                                         <C>
                         Sub-Account                                         Purchases shares of:
<CAPTION>
  Putnam VT Health Sciences Fund Sub-Account                  Class IA of Putnam VT Health Sciences Fund of Putnam
  <S>                                                         <C>
                                                              Variable Trust
  Putnam VT High Yield Fund Sub-Account                       Class IA of Putnam VT High Yield Fund of Putnam
                                                              Variable Trust
  Putnam VT Income Fund Sub-Account                           Class IA of Putnam VT Income Fund of Putnam Variable
                                                              Trust
  Putnam VT International Growth Fund Sub-Account             Class IA of Putnam VT International Growth Fund of
                                                              Putnam Variable Trust
  Putnam VT International Growth and Income Fund Sub-Account  Class IA of Putnam VT International Growth and Income
                                                              Fund of Putnam Variable Trust
  Putnam VT International New Opportunities Fund Sub-Account  Class IA of Putnam VT International New Opportunities
                                                              Fund of Putnam Variable Trust
  Putnam VT Investors Fund Sub-Account                        Class IA of Putnam VT Investors Fund of Putnam
                                                              Variable Trust
  Putnam VT Money Market Fund Sub-Account                     Class IA of Putnam VT Money Market Fund of Putnam
                                                              Variable Trust
  Putnam VT New Opportunities Fund Sub-Account                Class IA of Putnam VT New Opportunities Fund of
                                                              Putnam Variable Trust
  Putnam VT New Value Fund Sub-Account                        Class IA of Putnam VT New Value Fund of Putnam
                                                              Variable Trust
  Putnam VT OTC & Emerging Growth Fund Sub-Account            Class IA of Putnam VT OTC & Emerging Growth Fund of
                                                              Putnam Variable Trust
  Putnam VT The George Putnam Fund of Boston Sub-Account      Class IA of Putnam VT The George Putnam Fund of
                                                              Boston of Putnam Variable Trust
  Putnam VT Utilities Growth and Income Fund Sub-Account      Class IA of Putnam VT Utilities Growth and Income
                                                              Fund of Putnam Variable Trust
  Putnam VT Vista Fund Sub-Account                            Class IA of Putnam VT Vista Fund of Putnam Variable
                                                              Trust
  Putnam VT Voyager Fund Sub-Account                          Class IA of Putnam VT Voyager Fund of Putnam Variable
                                                              Trust
  Fidelity VIP Equity-Income Portfolio Sub-Account            Fidelity VIP Equity-Income Portfolio of Variable
                                                              Insurance Products Fund
  Fidelity VIP Overseas Portfolio Sub-Account                 Fidelity VIP Overseas Portfolio of Variable Insurance
                                                              Products Fund
  Fidelity VIP II Asset Manager Portfolio Sub-Account         Fidelity VIP II Asset Manager Portfolio of Variable
                                                              Insurance Products Fund II
</TABLE>

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

The policy may not be available for sale in all states.

This Prospectus can also be obtained from the Securities and Exchange
Commission's website (HTTP://WWW.SEC.GOV).

This life insurance policy IS NOT:

 -  a bank deposit or obligation

 -  federally insured

 -  endorsed by any bank or governmental agency
- --------------------------------------------------------------------------------
PROSPECTUS DATED:
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    3
- --------------------------------------------------------------------------------

Table of Contents

<TABLE>
<CAPTION>
                                                                Page
<S>                                                           <C>
- ----------------------------------------------------------------------
Summary of Benefits and Risks                                     5
- ----------------------------------------------------------------------
Fee Tables                                                        6
- ----------------------------------------------------------------------
About Us                                                          8
- ----------------------------------------------------------------------
  Hartford Life and Annuity Insurance Company                     8
- ----------------------------------------------------------------------
  Separate Account VL I                                           8
- ----------------------------------------------------------------------
  The Funds                                                       8
- ----------------------------------------------------------------------
  The Fixed Account                                              11
- ----------------------------------------------------------------------
Charges and Deductions                                           11
- ----------------------------------------------------------------------
  Deductions from Premium                                        11
- ----------------------------------------------------------------------
  Deductions from Account Value                                  11
- ----------------------------------------------------------------------
  Charges For the Funds                                          12
- ----------------------------------------------------------------------
Your Policy                                                      12
- ----------------------------------------------------------------------
  Contract Rights                                                12
- ----------------------------------------------------------------------
  Contract Limitations                                           13
- ----------------------------------------------------------------------
  Changes to Contract or Separate Account                        13
- ----------------------------------------------------------------------
  Other Benefits                                                 13
- ----------------------------------------------------------------------
  Class of Purchasers                                            14
- ----------------------------------------------------------------------
Premiums                                                         15
- ----------------------------------------------------------------------
Death Benefits and Policy Values                                 16
- ----------------------------------------------------------------------
Making Withdrawals From Your Policy                              17
- ----------------------------------------------------------------------
Loans                                                            17
- ----------------------------------------------------------------------
Lapse and Reinstatement                                          18
- ----------------------------------------------------------------------
Taxes                                                            19
- ----------------------------------------------------------------------
  General                                                        19
- ----------------------------------------------------------------------
  Taxation of Hartford and the Separate Account                  19
- ----------------------------------------------------------------------
  Income Taxation of Policy Benefits -- Generally                19
- ----------------------------------------------------------------------
  Modified Endowment Contracts                                   20
- ----------------------------------------------------------------------
  Estate and Generation Skipping Taxes                           20
- ----------------------------------------------------------------------
  Diversification Requirements                                   21
- ----------------------------------------------------------------------
  Ownership of the Assets in the Separate Account                21
- ----------------------------------------------------------------------
  Tax Deferral During Accumulation Period                        21
- ----------------------------------------------------------------------
  Life Insurance Purchased for Use in Split Dollar
   Arrangements                                                  22
- ----------------------------------------------------------------------
  Federal Income Tax Withholding                                 22
- ----------------------------------------------------------------------
  Non-Individual Ownership of Policies                           22
- ----------------------------------------------------------------------
  Other                                                          22
- ----------------------------------------------------------------------
  Life Insurance Purchases by Nonresident Aliens and Foreign
   Corporations                                                  22
- ----------------------------------------------------------------------
</TABLE>

<PAGE>
4                                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                Page
<S>                                                           <C>
- ----------------------------------------------------------------------
Legal Proceedings                                                22
- ----------------------------------------------------------------------
Other Matters                                                    22
- ----------------------------------------------------------------------
Glossary of Special Terms                                        23
- ----------------------------------------------------------------------
Where You Can Find More Information                              24
- ----------------------------------------------------------------------
Statement of Additional Information
- ----------------------------------------------------------------------
</TABLE>
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    5
- --------------------------------------------------------------------------------

Summary of Benefits and Risks

Benefits of Your Policy

Flexibility -- The policy is designed to be flexible to meet your specific life
insurance needs. You have the flexibility to choose death benefit options,
investment options, and premiums you pay.

Death Benefit -- While the policy is inforce and when the insured dies, we pay a
death benefit to your beneficiary. You select one of three death benefit
options:

 -  Level Option: The death benefit equals the current Face Amount.

 -  Return of Account Value Option: The death benefit is the current Face Amount
    plus the Account Value of your policy.

 -  Return of Premium Option: The death benefit is the current Face Amount plus
    the sum of premiums paid. However, it will be no more than the current Face
    Amount plus the Option C limit, which is currently $2.5 million.

The death benefit is reduced by any money you owe us, such as outstanding loans,
loan interest, or unpaid charges. You may change your death benefit option under
certain circumstances. You may increase or decrease the Face Amount on your
policy under certain circumstances.

Investment Choices -- You may invest in up to 9 different investment choices
within your policy, from a choice of 36 investment options and a Fixed Account.
You may transfer money among your investment choices, subject to restrictions.

Premium Payments -- You have the flexibility to choose how you pay premiums. You
can choose a planned premium when you purchase the policy. You may change your
planned premium, subject to certain limitations.

Right to Examine Your Policy -- You have a limited right to return the policy
for cancellation after purchase. See "Your Policy -- Contract Rights -- Right to
Examine a Policy."

Surrender -- You may surrender your policy at any time prior to the maturity
date for its Cash Surrender Value. (See "Risks of Your Policy," below).

Loans -- You may take a loan on the policy. The policy secures the loan.

Settlement Options -- You or your beneficiary may choose to receive the proceeds
of the policy over a period of time by using one of several settlement options.

Optional Coverage -- You may add other coverages to your policy. See "Your
Policy-Other Benefits."

What Does Your Premium Pay For?

Your premium pays for three things. It pays for insurance coverage, it acts as
an investment in the Sub-Accounts, and it pays for sales loads and other
charges.

Risks of Your Policy

Investment Performance -- The value of your policy will fluctuate with the
performance of the investment options you choose. Your investment options may
decline in value, or they may not perform to your expectations. Your policy
values in the Sub-Accounts are not guaranteed.

Unsuitable for Short-Term Savings -- The policy is designed for long term
financial planning. You should not purchase the policy if you will need the
premium payment in a short time period.

Risk of Lapse -- Your policy could terminate if the value of the policy becomes
too low to support the policy's monthly charges. If this occurs, we will notify
you in writing. You will then have a 61-day grace period to pay additional
amounts to prevent the policy from terminating.

Withdrawal Limitations -- One partial withdrawal is allowed each month. The
minimum allowed is $500, and the maximum allowed is the Cash Surrender Value
minus $1,000. Withdrawals will reduce your policy's death benefit, and may be
subject to a surrender charge.

Transfer Limitations -- We reserve the right to limit the size of transfers and
remaining balances, and to limit the number and frequency of transfers among
your investment options and the Fixed Account.

Loans -- Taking a loan from your policy may increase the risk that your policy
will lapse, will have a permanent effect on the policy's Account Value, and will
reduce the death proceeds.

Adverse Tax Consequences -- You may be subject to income tax if you receive any
loans, withdrawals or other amounts from the policy, and you may be subject to a
10% penalty tax. See "Taxes."
<PAGE>
6                                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

Fee Tables

The following tables describe the maximum fees and expenses that you will pay
when buying, owning, and surrendering the policy. The first table describes the
maximum fees and expenses that you will pay at the time that you buy the policy,
surrender the policy, or transfer cash value between investment options. Your
specific fees and charges are described on the specification page of your
policy.

Transaction Fees
<TABLE>
        Charge                When Charge is Deducted                  Amount Deducted
- ------------------------------------------------------------------------------------------------
<S>                     <C>                                  <C>
Front-end sales load    When you pay premium.                Policy Years           Amount
                                                                All                   5.75%
- ------------------------------------------------------------------------------------------------
Tax Charge on Premium   When you pay premium.                A percent of premium which varies
Payments                                                     by your state and municipality of
                                                             residence. The range of tax charge
                                                             is generally between 0% and 4%.
                                                             This rate will change if your state
                                                             or municipality changes its tax
                                                             charges. It may change if you
                                                             change your state or municipality
                                                             of residence.
- ------------------------------------------------------------------------------------------------
Surrender Charge        When you surrender your policy.      The Surrender Charge varies based
                        When you make certain Face Amount    on the Insured's age, sex, and
                        decreases.                           insurance class on the date of
                        When you take certain withdrawals.   issue.
                                                             The initial charge will be at least
                                                             $6.00 per 1,000 of initial face
                                                             amount but will not exceed $45.00
                                                             per 1,000 of initial face amount.
- ------------------------------------------------------------------------------------------------
Face Amount Increase    Each month for 12 months beginning   The rate is a per $1,000 amount
Fee                     on the effective date of any         that varies by attained age of the
                        unscheduled increase in Face Amount  Insured.
                        you request.                         The monthly fee will be at least
                                                             $.17 per 1,000 of increase but will
                                                             not exceed $.50 per 1,000 of
                                                             increase.
- ------------------------------------------------------------------------------------------------
Transfer Fees           When you make a transfer after the   $25 per transfer.
                        first transfer in any month.
- ------------------------------------------------------------------------------------------------
Withdrawal Charge       When you take a withdrawal.          $10 per withdrawal.

<S>                     <C>
                            Policies from Which Charge is
        Charge                        Deducted
- ----------------------
Front-end sales load                     All
- ----------------------
Tax Charge on Premium                    All
Payments
- ----------------------
Surrender Charge        Policies surrendered during the first
                        nine policy years.
                        Policies where the Face Amount is
                        reduced below the initial Face Amount
                        during the first nine policy years.
- ----------------------
Face Amount Increase    Policies where the owner has made an
Fee                     unscheduled increase.
- ----------------------
Transfer Fees           Those policies with more than one
                        transfer per month.
- ----------------------
Withdrawal Charge       Those policies where the owner has
                        made a withdrawal.
</TABLE>

The next table describes the maximum fees and expenses that you will pay
periodically during the time that you own the policy, not including Fund fees
and expenses.

Annual Charges Other Than Fund Operating Expenses
<TABLE>
        Charge                When Charge is Deducted                  Amount Deducted
- ------------------------------------------------------------------------------------------------
<S>                     <C>                                  <C>
Cost of Insurance       Monthly.                             The charge is the maximum cost of
Charges                                                      insurance rate times the net amount
                                                             at risk. Maximum cost of insurance
                                                             rates are individualized, depending
                                                             on issue age, sex, insurance class,
                                                             Initial Face Amount, substandard
                                                             rating, and age of policy.
                                                             The maximum monthly coi's for
                                                             unrated individuals ranges from a
                                                             minimum of $.0567 per 1,000 per
                                                             month to a maximum of $83.333 per
                                                             1,000 per month.
- ------------------------------------------------------------------------------------------------
Mortality and Expense   Monthly.                             Per the Sub-Account accumulated
Risk Charge                                                  value:
                                                             - 1/12 of 0.75% per month for
                                                             policy years 1-10.
                                                             - 1/12 of 0.50% per month after the
                                                               10th policy year.
                                                             Per $1000 of initial Face Amount
                                                             during the first 5 policy years:
                                                             - individualized based on insured's
                                                             initial Face Amount, issue age,
                                                               Death Benefit Option, sex, and
                                                               insurance class.
                                                             The monthly charge will be at least
                                                             $.1667 per 1,000 of initial face
                                                             amount but will not exceed $2.00
                                                             per 1,000 of initial face amount.
- ------------------------------------------------------------------------------------------------
Administrative Charge   Monthly.                                             $10
- ------------------------------------------------------------------------------------------------
Rider Charges           Monthly.                             Individualized based on optional
                                                             rider selected.

<S>                     <C>
                            Policies from Which Charge is
        Charge                        Deducted
- ----------------------
Cost of Insurance                        All
Charges
- ----------------------
Mortality and Expense                    All
Risk Charge
- ----------------------
Administrative Charge                    All
- ----------------------
Rider Charges           Only those policies with benefits
                        provided by rider.
</TABLE>

* In Oregon, the maximum is .75%.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    7
- --------------------------------------------------------------------------------

The next table is an example of the Fund fees and expenses that you will pay
periodically during the time that you own the policy. The table shows the actual
annual fees and expenses charged by the Funds for the year ended December 31,
1998. More detail concerning each Fund's fees and expenses is contained in the
prospectus for each Fund.

Annual Fund Operating Expenses

<TABLE>
<CAPTION>
                                                                                                   Total Fund
                                                                Management Fees      Other     Operating Expenses
                                                              (including waivers)   Expenses   (including waivers)
<S>                                                           <C>                   <C>        <C>
- ------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio                                0.48%            0.09%           0.57%
- ------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Asset Manager Portfolio                             0.53%            0.10%           0.63%
- ------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio                                     0.72%            0.17%           0.89%
- ------------------------------------------------------------------------------------------------------------------
Hartford Advisers HLS Fund                                          0.62%            0.02%           0.63%
- ------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund                                              0.48%            0.02%           0.50%
- ------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation HLS Fund                              0.62%            0.02%           0.64%
- ------------------------------------------------------------------------------------------------------------------
Hartford Dividend & Growth HLS Fund                                 0.64%            0.02%           0.66%
- ------------------------------------------------------------------------------------------------------------------
Hartford Growth and Income HLS Fund                                 0.77%            0.04%           0.81%
- ------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund                                             0.38%            0.02%           0.40%
- ------------------------------------------------------------------------------------------------------------------
Hartford International Advisers HLS Fund                            0.76%            0.11%           0.86%
- ------------------------------------------------------------------------------------------------------------------
Hartford International Opportunities HLS Fund                       0.68%            0.09%           0.77%
- ------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund                                            0.76%            0.03%           0.79%
- ------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund                                      0.43%            0.02%           0.45%
- ------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities HLS Fund                               0.43%            0.03%           0.46%
- ------------------------------------------------------------------------------------------------------------------
Hartford Small Company HLS Fund                                     0.75%            0.02%           0.77%
- ------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund                                             0.44%            0.02%           0.46%
- ------------------------------------------------------------------------------------------------------------------
Putnam VT Asia Pacific Growth Fund                                  0.80%            0.32%           1.12%
- ------------------------------------------------------------------------------------------------------------------
Putnam VT Diversified Income Fund                                   0.67%            0.11%           0.78%
- ------------------------------------------------------------------------------------------------------------------
Putnam VT Global Asset Allocation Fund                              0.65%            0.13%           0.78%
- ------------------------------------------------------------------------------------------------------------------
Putnam VT Global Growth Fund                                        0.60%            0.12%           0.72%
- ------------------------------------------------------------------------------------------------------------------
Putnam VT Growth and Income Fund                                    0.46%            0.04%           0.50%
- ------------------------------------------------------------------------------------------------------------------
Putnam VT Health Sciences Fund                                      0.40%            0.21%           0.61%
- ------------------------------------------------------------------------------------------------------------------
Putnam VT High Yield Fund                                           0.64%            0.07%           0.71%
- ------------------------------------------------------------------------------------------------------------------
Putnam VT Income Fund                                               0.60%            0.07%           0.67%
- ------------------------------------------------------------------------------------------------------------------
Putnam VT International Growth Fund                                 0.80%            0.27%           1.07%
- ------------------------------------------------------------------------------------------------------------------
Putnam VT International Growth and Income Fund                      0.80%            0.19%           0.99%
- ------------------------------------------------------------------------------------------------------------------
Putnam VT International New Opportunities Fund                      1.18%            0.42%           1.60%
- ------------------------------------------------------------------------------------------------------------------
Putnam VT Investors Fund                                            0.39%            0.18%           0.57%
- ------------------------------------------------------------------------------------------------------------------
Putnam VT Money Market Fund                                         0.45%            0.08%           0.53%
- ------------------------------------------------------------------------------------------------------------------
Putnam VT New Opportunities Fund                                    0.56%            0.05%           0.61%
- ------------------------------------------------------------------------------------------------------------------
Putnam VT New Value Fund                                            0.70%            0.11%           0.81%
- ------------------------------------------------------------------------------------------------------------------
Putnam VT OTC & Emerging Growth Fund                                0.00%            0.60%           0.60%
- ------------------------------------------------------------------------------------------------------------------
Putnam VT The George Putnam Fund of Boston                          0.16%            0.41%           0.57%
- ------------------------------------------------------------------------------------------------------------------
Putnam VT Income Fund                                               0.60%            0.07%           0.67%
- ------------------------------------------------------------------------------------------------------------------
Putnam VT Utilities Growth and Income Fund                          0.65%            0.07%           0.72%
- ------------------------------------------------------------------------------------------------------------------
Putnam VT Vista Fund                                                0.65%            0.12%           0.77%
- ------------------------------------------------------------------------------------------------------------------
Putnam VT Voyager Fund                                              0.54%            0.04%           0.58%
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
8                                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

About Us

Hartford Life and Annuity Insurance Company

Hartford Life and Annuity Insurance Company is a stock life insurance company
engaged in the business of writing life insurance and annuities, both individual
and group, in all states of the United States, the District of Columbia and
Puerto Rico, except New York. On January 1, 1998, Hartford's name changed from
ITT Hartford Life and Annuity Insurance Company to Hartford Life and Annuity
Insurance Company. We were originally incorporated under the laws of Wisconsin
on January 9, 1956, and subsequently redomiciled to Connecticut. Our offices are
located in Simsbury, Connecticut; however, our mailing address is P.O. Box 2999,
Hartford, CT 06104-2999. We are ultimately controlled by The Hartford Financial
Services Group, Inc., one of the largest financial service providers in the
United States.

                               Hartford's Ratings

<TABLE>
<CAPTION>
                      Effective Date
   Rating Agency        of Rating       Rating         Basis of Rating
<S>                   <C>              <C>        <C>
- ----------------------------------------------------------------------------
A.M. Best and
Company, Inc.              1/1/99         A+      Financial performance
- ----------------------------------------------------------------------------
Standard & Poor's          5/3/99        AA       Insurer financial strength
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Duff & Phelps            12/21/98        AA+      Claims paying ability
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</TABLE>

Separate Account VL I

The Sub-Accounts are subdivisions of our separate account, called Separate
Account VL I. The Separate Account exists to keep your life insurance policy
assets separate from our company assets. As such, the investment performance of
the Separate Account is independent from the investment performance of
Hartford's other assets. Hartford's other assets are utilized to pay you
insurance obligations under the policy. Your assets in the Separate Account are
held exclusively for your benefit and may not be used for any other liability of
Hartford. Separate Account VL I was established on June 8, 1995 under the laws
of Connecticut.

The Funds

The Sub-Accounts of the Separate Account purchase shares of mutual funds set up
exclusively for variable annuity and variable life insurance products. These
funds are not the same mutual funds that you buy through your stockbroker or
through a retail mutual fund, but they may have similar investment strategies
and the same portfolio managers as retail mutual funds. You choose the
Sub-Accounts that meet your investment style.

We do not guarantee the investment results of any of the underlying Funds. Since
each underlying Fund has different investment objectives, each is subject to
different risks. These risks and the Funds' expenses are described in the
prospectuses for the Funds, which are attached to this Prospectus, and the
Funds' Statements of Additional Information, which may be ordered from us. You
should read the following investment objectives and the prospectuses for each of
the Funds listed below for detailed information about each Fund before
investing. All Funds may not be available in all states.

You may also allocate some or all of your premium payments to the "Fixed
Account," which pays a declared interest rate. See "The Fixed Account."

Hartford Advisers HLS Fund -- Seeks maximum long-term total rate of return by
investing in common stocks and other equity securities, bonds and other debt
securities, and money market instruments. Sub-advised by Wellington Management.

Hartford Bond HLS Fund -- Seeks maximum current income consistent with
preservation of capital by investing primarily in investment grade fixed-income
securities. Up to 20% of the total assets of this Fund may be invested in debt
securities rated in the highest category below investment grade ("Ba" by Moody's
Investor Services, Inc. or "BB" by Standard & Poor's) or, if unrated, are
determined to be of comparable quality by the Fund's investment adviser.
Securities rated below investment grade are commonly referred to as "high
yield-high risk securities" or "junk bonds." For more information concerning the
risks associated with investing in such securities, please refer to the section
in the accompanying prospectus for the Funds entitled "Hartford Bond HLS
Fund, Inc." Sub-advised by HIMCO.

Hartford Capital Appreciation HLS Fund -- Seeks growth of capital by investing
in equity securities selected solely on the basis of potential for capital
appreciation. Sub-advised by Wellington Management.

Hartford Dividend and Growth HLS Fund -- Seeks a high level of current income
consistent with growth of capital by investing primarily in dividend paying
equity securities. Sub-advised by Wellington Management.

Hartford Growth and Income HLS Fund -- Seeks growth of capital and current
income by investing primarily in equity securities with earnings growth
potential and steady or rising dividends. Sub-advised by Wellington Management.

Hartford Index HLS Fund -- Seeks to provide investment results which approximate
the price and yield performance of publicly-traded common stocks in the
aggregate, as represented by the Standard & Poor's 500 Composite Stock Price
Index.* Sub-advised by HIMCO.

Hartford International Advisers HLS Fund -- Seeks maximum long-term total return
by investing in a portfolio of equity, debt and money market securities.
Securities in which the Fund invests primarily will be denominated in non-U.S.
currencies and

* "Standard & Poor's-Registered Trademark-," "S&P-Registered Trademark-," "S&P
500-Registered Trademark-," "Standard & Poor's 500," and "500" are trademarks of
The McGraw-Hill Companies, Inc. and have been licensed for use by Hartford Life
and Annuity Insurance Company. The Hartford Index Fund, Inc. ("Index Fund") is
not sponsored, endorsed, sold or promoted by Standard & Poor's and Standard &
Poor's makes no representation regarding the advisability of investing in the
Index Fund.
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HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    9
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will be traded in non-U.S. markets. Sub-advised by Wellington Management.

Hartford International Opportunities HLS Fund -- Seeks growth of capital by
investing primarily in equity securities issued by non-U.S. companies.
Sub-advised by Wellington Management.

Hartford MidCap HLS Fund -- Seeks to achieve long-term capital growth through
capital appreciation by investing primarily in equity securities of companies
with market capitalizations within the range represented by the Standard &
Poor's MidCap 400 Index. Sub-advised by Wellington Management.

Hartford Money Market HLS Fund -- Seeks maximum current income consistent with
liquidity and preservation of capital. Sub-advised by HIMCO.

Hartford Mortgage Securities HLS Fund -- Seeks maximum current income consistent
with safety of principal and maintenance of liquidity by investing primarily in
mortgage-related securities, including securities issued by the Government
National Mortgage Association. Sub-advised by HIMCO.

Hartford Small Company HLS Fund -- Seeks growth of capital by investing
primarily in equity securities within a range represented by the Russell 2000
Index selected on the basis of potential for capital appreciation. Sub-advised
by Wellington Management.

Hartford Stock HLS Fund -- Seeks long-term growth of capital by investing
primarily in equity securities. Sub-advised by Wellington Management.

Putnam VT Asia Pacific Growth Fund -- Seeks capital appreciation by investing
primarily in securities of companies located in Asia and in the Pacific Basin.
The fund's investments will normally include common stocks, preferred stocks,
securities convertible into common stocks or preferred stocks, and warrants to
purchase common stocks or preferred stocks.

Putnam VT Diversified Income Fund -- Seeks high current income consistent with
capital preservation by investing in the following three sectors of the fixed
income securities markets: a U.S. Government and Investment Grade Sector, a High
Yield Sector (which invests primarily in securities commonly known as "junk
bonds"), and an International Sector. See the special considerations for
investments in high yield securities described in the Fund prospectus.

Putnam VT The George Putnam Fund of Boston -- Seeks to provide a balanced
investment composed of a well-diversified portfolio of stocks and bonds which
will produce both capital growth and current income.

Putnam VT Global Asset Allocation Fund -- Seeks a high level of long-term total
return consistent with preservation of capital by investing in U.S. equities,
international equities, U.S. fixed income securities, and international fixed
income securities.

Putnam VT Global Growth Fund -- Seeks capital appreciation through a globally
diversified portfolio of common stocks.

Putnam VT Growth and Income Fund -- Seeks capital growth and current income by
investing primarily in common stocks that offer potential for capital growth,
current income, or both.

Putnam VT Health Sciences Fund -- Seeks capital appreciation by investing
primarily in common stocks and other securities of companies in the health
sciences industries.

Putnam VT High Yield Fund -- Seeks high current income and, when consistent with
this objective, a secondary objective of capital growth, by investing primarily
in high-yielding, lower-rated fixed income securities, constituting a portfolio
which Putnam Management believes does not involve undue risk to income or
principal. See the special considerations for investments in high yield
securities described in the Fund prospectus.

Putnam VT Income Fund -- Seeks high current income consistent with what Putnam
Management believes to be prudent risk. The Fund will normally invest mostly in
bonds and other debt securities, and, to a lesser degree, in preferred stocks.

Putnam VT International Growth Fund -- Seeks capital appreciation by investing
primarily in equity securities of companies located in a country other than the
United States.

Putnam VT International Growth and Income Fund -- Seeks capital growth, and a
secondary objective of high current income by investing primarily in common
stocks that Putnam Management believes offer potential for capital growth and
may, when consistent with its investment objectives, invest in common stocks
that Putnam Management believes offer potential for current income. Under normal
market conditions, the fund expects to invest substantially all of its assets in
securities principally traded on markets outside the United States.

Putnam VT International New Opportunities Fund -- Seeks long term capital
appreciation by investing in companies that have above-average growth prospects
due to the fundamental growth of their market sector. Under normal market
conditions, the fund expects to invest substantially all of its total assets,
other than cash or short-term investments held pending investment, in common
stocks, preferred stocks, convertible preferred stocks, convertible bonds and
other equity securities principally traded in securities markets outside the
United States.

Putnam VT Investors Fund -- Seeks long-term growth of capital and any increased
income that results from this growth by investing primarily in common stocks
that Putnam Management believes afford the best opportunity for capital growth
over the long term.

Putnam VT Money Market Fund -- Seeks as high a rate of current income as Putnam
Management believes is consistent with preservation of capital and maintenance
of liquidity by investing in high-quality money market instruments.

Putnam VT New Opportunities Fund -- Seeks long-term capital appreciation by
investing principally in common stocks of
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10                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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companies in sectors of the economy which Putnam Management believes possess
above-average long-term growth potential.

Putnam VT New Value Fund -- Seeks long-term capital appreciation by investing
primarily in common stocks that Putnam Management believes are undervalued at
the time of purchase and have the potential for long-term capital appreciation.

Putnam VT OTC & Emerging Growth Fund -- Seeks capital appreciation by investing
primarily in common stocks that Putnam Management believes have potential for
capital appreciation significantly greater than that of market averages.

Putnam VT Utilities Growth and Income Fund -- Seeks capital growth and current
income by concentrating its investments in debt and equity securities issued by
companies in the public utilities industries.

Putnam VT Vista Fund -- Seeks capital appreciation by investing in a diversified
portfolio of common stocks which Putnam Management believes have the potential
for above-average capital appreciation.

Putnam VT Voyager Fund -- Seeks capital appreciation by investing primarily in
common stocks of companies that Putnam Management believes have potential for
capital appreciation that is significantly greater than that of market averages.

Fidelity VIP Equity-Income Portfolio -- Seeks reasonable income by investing
primarily in income-producing equity securities. In choosing these securities,
the Portfolio Manager will also consider the potential for capital appreciation.
The Portfolio's goal is to achieve a yield which exceeds the composite yield on
the securities comprising the Standard & Poor's Index 500.

In addition, the Portfolio may invest in high yield, 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, see "Risks of Lower-Rated Debt Securities" in the Fidelity
prospectus for this Portfolio.

Fidelity VIP 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.

International funds have increased economic and political risks as they are
exposed to events and factors in the various world markets. These risks may be
greater for funds that invest in emerging markets.

Fidelity VIP II Asset Manager Portfolio -- Seeks high total return with reduced
risk over the long-term by allocating its assets among stocks, bonds and
short-term money market instruments.

In addition, the Portfolio may invest in high yield, 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, see "Risks of Lower-Rated Debt Securities" in the Fidelity
prospectus for this Portfolio.

Investment Advisers -- HL Investment Advisors, LLC is investment adviser for the
Hartford Funds. Wellington Management Company, LLP ("Wellington Management") is
investment sub-adviser for Hartford Advisers HLS Fund, Inc., Hartford Capital
Appreciation HLS Fund, Inc., Hartford Dividend and Growth HLS Fund, Inc.,
Hartford Growth and Income HLS Fund, Hartford International Advisers HLS Fund,
Inc., Hartford International Opportunities HLS Fund, Inc., Hartford MidCap HLS
Fund, Inc., Hartford Small Company HLS Fund, Inc., and Hartford Stock HLS Fund,
Inc. The Hartford Investment Management Company, Inc. ("HIMCO") is investment
sub-adviser for Hartford Bond HLS Fund, Inc., Hartford Index HLS Fund, Inc.,
Hartford Mortgage Securities HLS Fund, Inc., and Hartford Money Market HLS Fund,
Inc. Each Hartford Fund, except for the Hartford Growth and Income HLS Fund, is
a separate Maryland corporation registered with the Securities and Exchange
Commission as an open-end management investment company. The Hartford Growth and
Income HLS Fund is a diversified series of Hartford Series Fund, Inc., a
Maryland corporation, also registered with the Securities and Exchange
Commission as an open-end management investment company. The shares of each Fund
have been divided into Class IA and Class IB. Only Class IA shares are available
in this policy.

Putnam Investment Management, Inc. ("Putnam Management") serves as the
investment manager for the Putnam Funds. Putnam Management is ultimately
controlled by Marsh & McLennan Companies, Inc., a publicly owned holding company
whose principal businesses are international insurance brokerage and employee
benefit consulting.

Fidelity Management & Research Company is investment adviser for the Fidelity
VIP Funds.

Mixed and Shared Funding -- Shares of the Funds may be sold to our other
separate accounts and our insurance company affiliates or other unaffiliated
insurance companies to serve as the underlying investment for both variable
annuity contracts and variable life insurance policies, a practice known as
"mixed and shared funding." As a result, there is a possibility that a material
conflict may arise between the interests of policy owners, and of owners of
other contracts whose contract values are allocated to one or more of these
other separate accounts investing in any one of the Funds. In the event of any
such material conflicts, we will consider what action may be appropriate,
including removing the Fund from the Separate Account or replacing the Fund with
another underlying fund. There are certain risks associated with mixed and
shared funding, as disclosed in the prospectuses for the Funds.

Voting Rights -- For Sub-Accounts in which you have invested, we will notify you
of shareholder's meetings of the Funds purchased by those Sub-Accounts. We will
send you proxy materials and instructions for you to vote the shares held for
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   11
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your benefit by those Sub-Accounts. We will arrange for the handling and
tallying of proxies received from you or other policy owners. If you give no
instructions, we will vote those shares in the same proportion as shares for
which we received instructions.

The Fixed Account

You may allocate amounts to the Fixed Account. The Fixed Account is not a part
of the Separate Account, but is a part of our general assets. As such, the Fixed
Account (and this description of the Fixed Account) is not subject to the same
securities laws as the Separate Account.

The Fixed Account credits at least 3.5% per year. We are not obligated to, but
may, credit more than 3.5% per year. If we do, such rates are determined at our
sole discretion. You assume the risk that, at any time, the Fixed Account may
credit no more than 3.5%.

Charges and Deductions
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Deductions from Premium

Before your premium is allocated to the Sub-Accounts and/or the Fixed Account,
we deduct a percentage from your premium for a sales load and a tax charge. The
amount allocated after the deductions is called your Net Premium.

Front-End Sales Load -- We deduct a front-end sales load from each premium you
pay. The current sales load is 3.75%. The maximum sales load is 5.75%. In
Oregon, the current sales is 5.75%. The maximum sales load in Oregon is 7.75%.

Tax Charge -- We deduct a tax charge from each premium you pay. The tax charge
covers taxes assessed against us by a state and/or other governmental entity.
The range of such charge generally is between 0% and 4%.

Deductions from Account Value

Monthly Deduction Amounts -- Each month we will deduct an amount from your
Account Value to pay for the benefits provided by your policy. This amount is
called the Monthly Deduction Amount and equals the sum of:

(1) the charge for the cost of insurance;

(2) the monthly administrative charge;

(3) the mortality and expense risk charge;

(4) any Face Amount increase fee;

(5) the charges for additional benefits provided by rider, if any.

Cost of Insurance Charge -- The charge for the cost of insurance equals:

(i)  the cost of insurance rate per $1,000, multiplied by

(ii) the amount at risk, divided by

(iii) $1,000.

On any Monthly Activity Date, the amount at risk equals the Death Benefit less
the Account Value on that date, prior to assessing the Monthly Deduction Amount.

Cost of insurance rates will be determined on each policy anniversary based on
our future expectations of such factors as mortality, expenses, interest,
persistency and taxes. The cost of insurance rates will not exceed those based
on the 1980 Commissioners' Standard Ordinary Mortality Table (ALB), Male or
Female, Unismoke Table, age last birthday (unisex rates may be required in some
states). A table of guaranteed cost of insurance rates per $1,000 will be
included in your policy. The maximum rates that can be charged are on the policy
specification pages of the contract. Substandard risks will be charged higher
cost of insurance rates that will not exceed rates based on a multiple of 1980
Commissioners' Standard Ordinary Mortality Table (ALB), Male or Female, Unismoke
Table, age last birthday (unisex rates may be required in some states) plus any
flat extra amount assessed. The multiple will be based on the insured's
substandard rating.

Any changes in the cost of insurance rates will be made uniformly for all
insureds of the same issue ages, sexes, risk classes and whose coverage has been
in-force for the same length of time. No change in insurance class or cost will
occur on account of deterioration of the insured's health.

Because your Account Value and death benefit may vary from month to month, the
cost of insurance may also vary on each Monthly Activity Date. The cost of
insurance depends on your policy's amount at risk. Items which may affect the
amount at risk include the amount and timing of premium payments, investment
performance, fees and charges assessed, rider charges, policy loans and changes
to the Face Amount.

Monthly Administrative Charge -- We deduct a monthly administrative charge from
your Account Value to compensate us for issue and administrative costs of the
policy. The current monthly administrative charge is $7.50. The maximum
administrative charge is $10 per month.

Mortality and Expense Risk Charge -- We deduct a mortality and expense risk
charge each month from your Account Value. There are two components to the
mortality and expense risk charge. Part of the charge is assessed according to
your Account Value attributable to the Sub-Accounts, and the other part is
assessed based on the initial Face Amount of your policy. The mortality and
expense risk charge each month is equal to the sum of (a) and (b) where
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12                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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(a) equals:

 (i) the monthly accumulated value mortality and expense risk rate; multiplied
     by

 (ii) the sum of your accumulated values in the Sub-Accounts on the Monthly
      Activity Date, prior to assessing the Monthly Deduction Amount.

and

(b) equals:

 (i) the monthly mortality and expense risk rate per $1,000; multiplied by

 (ii) the initial Face Amount; divided by

 (iii) $1,000.

During the first 10 years, the current and maximum accumulated value mortality
and expense risk rate is 1/12 of 0.75% per month. For years 11-20, the current
rate is 1/12 of 0.35% per month. Thereafter, the current rate is 1/12 of 0.25%
per month. The maximum rate after 10 years is 1/12 of 0.50% per month.

During the first 5 years, the Face Amount mortality and expense risk rate per
$1,000 of initial Face Amount is individualized based on the Insured's initial
Face Amount, issue age, Death Benefit Option, sex, and insurance class. The
charge is on the policy specification pages of the contract. Thereafter, there
is no charge.

The mortality and expense risk charge compensates us for mortality and expense
risks assumed under the policies. The mortality risk assumed is that the cost of
insurance charges are insufficient to meet actual claims. The expense risk
assumed is that the expense incurred in issuing, distributing and administering
the policies exceed the administrative charges and sales loads collected.
Hartford may keep any difference between cost it incurs and the charges it
collects.

Face Amount Increase Fee -- We deduct a dollar amount from your Account Value
for an unscheduled increase of the Face Amount on your policy. We deduct the fee
each month for twelve months after the increase. The fee is a per $1,000 amount
that varies by the attained age of the Insured. The monthly increase per 1,000
is on the policy specification pages of the contract.

Rider Charge -- If your policy includes riders, a charge applicable to the
riders is made from the Account Value each month. The charge applicable to these
riders is to compensate Hartford for the anticipated cost of providing these
benefits and is specified on the applicable rider. The maximum charge for any
rider chosen is shown on the policy specification pages of the contract. For a
description of the riders available, see "Your Policy -- Supplemental Benefits."

Surrender Charge -- During the first 9 policy years, surrender charges will be
deducted from your Account Value if

- - you surrender your policy;

- - you decrease the Face Amount to an amount lower than it has ever been; or

- - you take a withdrawal that causes the Face Amount to fall below the lowest
  previous Face Amount.

The amount of surrender charge is individualized based on the Insured's age,
Death Benefit Option, sex, and insurance class on the date of issue. The
surrender charges by policy year are on the policy specification pages of the
contract. The charge compensates us for expenses incurred in issuing the policy
and the recovery of acquisition costs. Hartford may keep any difference between
cost it incurs and the charges it collects. For partial surrender charges
applicable to a decrease in the Face Amount or withdrawal, see "Unscheduled
Increases and Decreases in the Face Amount."

Charges For the Funds

The investment performance of each Fund reflects the management fee that the
Fund pays to its investment manager as well as other operating expenses that the
Fund incurs. Investment management fees are generally daily fees computed as a
percentage of a Fund's average daily net assets as an annual rate. Please read
the prospectus for each Fund for complete details.

Your Policy
- --------------------------------------------------------------------------------

Contract Rights

Policy Owner, or "you" -- As long as your policy is in force, you may exercise
all rights under the policy while the insured is alive and no beneficiary has
been irrevocably named.

Beneficiary -- You name the beneficiary in your application for the policy. You
may change the beneficiary (unless irrevocably named) while the insured is alive
by notifying us in writing. If no beneficiary is living when the insured dies,
the death benefit will be paid to you if living; or, otherwise, to your estate.

Assignment -- You may assign your policy. Until you notify us in writing, no
assignment will be effective against us. We are not responsible for the validity
of any assignment.

Statements -- We will send you a statement at least once each year, showing:

- - the current Account Value, Cash Surrender Value and Face Amount;

- - the premiums paid, monthly deduction amounts and any loans since your last
  statement;

- - the amount of any Indebtedness;

- - any notifications required by the provisions of your policy; and
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HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   13
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- - any other information required by the Insurance Department of the state where
  your policy was delivered.

Right to Examine a Policy -- You have a limited right to return your policy for
cancellation. You may deliver or mail the policy to us or to the agent from whom
it was purchased any time during your free look period. Your free look period
begins on the day you get your policy and ends ten days after you get it (or
longer in some states). In such event, the policy will be rescinded and we will
pay an amount equal to the greater of the premiums paid for the policy less any
Indebtedness or the sum of: i) the Account Value less any Indebtedness, on the
date the returned policy is received by us or the agent from whom it was
purchased; and, ii) any deductions under the policy or charges associated with
the Separate Account. If your policy is replacing another policy, your free look
period and the amount paid to you upon the return of your policy vary by state.

Contract Limitations

Allocations to Sub-Accounts and the Fixed Account -- You may allocate amounts to
a maximum of nine (9) Sub-Accounts, or eight (8) Sub-Accounts and the Fixed
Account.

Transfers of Account Value -- You may transfer amounts among the Fixed Account
and the Sub-Accounts subject to a charge described below. You may request
transfers in writing or by calling us at 1-800-231-5453. Transfers by telephone
may be made by your agent of record or by your attorney-in-fact pursuant to a
power of attorney. Telephone transfers may not be permitted in some states. We
will not be responsible for losses that result from acting upon telephone
requests reasonably believed to be genuine. We will employ reasonable procedures
to confirm that instructions communicated by telephone are genuine. The
procedures we follow for transactions initiated by telephone include requiring
callers to provide certain identifying information. All transfer instructions
communicated to us by telephone are tape recorded.

You may make one transfer per calendar month free of charge, excluding any
transfers made pursuant to your enrollment in the Dollar Cost Averaging Program.
Each subsequent transfer in excess of one per calendar month will be subject to
a transfer charge of up to $25. We reserve the right to limit at a future date
the size of transfers and remaining balances and to limit the number and
frequency of transfers.

Transfers from the Fixed Account -- Except for transfers made under the Dollar
Cost Averaging Program, any transfers from the Fixed Account must occur during
the 30-day period following each policy anniversary, and, the maximum amount
transferred in any Policy Year will be the greater of $1,000 or 25% of the
Accumulated Value in the Fixed Account on the date of the transfer.

Deferral of Payments -- We may defer payment of any Cash Surrender Values,
withdrawals and loan amounts which are not attributable to the Sub-Accounts for
up to six months from the date of the request. If we defer payment for more than
30 days, we will pay you interest.

Changes to Contract or Separate Account

Modification of Policy -- The only way the policy may be modified is by a
written agreement signed by our President, or one of our Vice Presidents,
Secretaries, or Assistant Secretaries.

Substitution of Funds -- We reserve the right to substitute the shares of any
other registered investment company for the shares of any Fund already purchased
or to be purchased in the future by the Separate Account provided that the
substitution has been approved by the Securities and Exchange Commission.

Change in Operation of the Separate Account -- The operation of the Separate
Account may be modified to the extent permitted by law, including deregistration
under the securities laws.

Separate Account Taxes -- Currently, no charge is made to the Separate Account
for federal, state and local taxes that may be allocable to the Separate
Account. A change in the applicable federal, state or local tax laws which
impose tax on Hartford and/ or the Separate Account may result in a charge
against the policy in the future. Charges for other taxes, if any, allocable to
the Separate Account may also be made.

Other Benefits

Dollar Cost Averaging Program -- You may elect to allocate your Net Premiums
among the Sub-Accounts and the Fixed Account pursuant to the Dollar Cost
Averaging (DCA) program. If you choose the DCA program, your Net Premiums will
be deposited into the Hartford Money Market HLS Fund Sub-Account or the Fixed
Account. Amounts will be transferred monthly to the other investment options in
accordance with your premium allocation instructions. The dollar amount will be
allocated to the investment options that you specify, in the proportions that
you specify. If, on any transfer date, your Account Value allocated to the
Dollar Cost Averaging program is less than the amount you have elected to
transfer, your DCA program will terminate.

You may cancel your DCA election by notice in writing or by calling us at
1-800-231-5453. We reserve the right to change or discontinue the DCA program.

The main objective of a DCA program is to minimize the impact of short-term
price fluctuations. The DCA program allows you to take advantage of market
fluctuations. Since the same dollar amount is transferred to your selected
investment options at set intervals, the DCA program allows you to purchase more
accumulation units when prices are low and fewer accumulation units when prices
are high. Therefore, a lower average cost per accumulation unit may be achieved
over the long term. However, it is important to understand that the DCA program
does not assure a profit or protect against loss in a declining market.

Supplemental Benefits -- The following supplemental benefits are among the
options that may be included in a policy by
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14                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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rider, subject to the restrictions and limitations set forth in the rider.

- - Deduction Amount Waiver Rider -- We will waive the Monthly Deduction Amount in
  the event of total disability prior to the insured reaching age 65 and
  continuing for at least six months. If the Deduction Amount Waiver Rider is
  added to your policy, the Monthly Deduction Amounts will be increased to
  include the charges for the rider.

- - Waiver of Specified Amount Disability Benefit Rider -- If the insured becomes
  totally disabled, we will credit the policy with an amount equal to the
  Specified Amount Disability Benefit as defined in your policy, for as long as
  the insured remains totally disabled.

- - Accidental Death Benefit Rider -- We will increase in the amount paid upon the
  death of the insured if the death results from an accident.

Settlement Options -- Proceeds under your policy may be paid in a lump sum or
may be applied to one of our four settlement options. The minimum amount that
may be placed under a settlement option is $5,000 (unless we consent to a lesser
amount), subject to our then-current rules. Once payments under the Second
Option, the Third Option or the Fourth Option begin, no surrender may be made
for a lump sum settlement in lieu of the life insurance payments. The following
payment options are available to you or your beneficiary. If a payment option is
not selected, proceeds will be paid in a lump sum. Your beneficiary may choose a
settlement option.

  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
  one 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.

  - 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 policy provides for guaranteed dollar amounts of monthly payments for each
$1,000 applied under the four payment options. Under the Fourth Option, the
amount of each payment 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,
we may make payments less often.

The table for the Fourth Option is based on the 1983a Individual Annuity
Mortality Table, set back one year and with a net investment rate of 3% per
annum. The tables for the First, Second and Third Options are based on a net
investment rate of 3% per annum. We 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.

Other arrangements for income payments may be agreed upon.

Benefits at Maturity -- The scheduled maturity date is the last date on which
you may elect to make premium payments. Unless you elect to continue the policy
beyond this date, the policy will terminate and any Cash Surrender Value will be
paid to you.

If elected, the policy may continue in force after the scheduled maturity date
if (a) the policy was in force on the scheduled maturity date; and (b) the owner
of the policy (including any assignee of record) agrees in writing to this
continuation.

At the scheduled maturity date:

- - the death benefit will be reduced to the Account Value;

- - the Account Value, if any, will continue to fluctuate with investment
  performance;

- - any loans will continue to accrue interest and become part of Indebtedness;

- - no future Monthly Deduction Amounts will be deducted;

- - no further premium payments will be accepted.

All additional benefits provided by rider will deem to have terminated at the
scheduled maturity date.

Otherwise, the policy will terminate on the scheduled maturity date.

Class of Purchasers

Reduced Charges for Eligible Groups -- Certain of the charges and deductions
described above may be reduced for policies issued in connection with a specific
plan, in accordance with our rules in effect as of the date the application for
a policy is approved. To qualify for such a reduction, a plan must satisfy
certain criteria, e.g., as to size of the plan, expected number of participants
and anticipated premium payment from the plan. Generally, the sales contacts and
effort, administrative costs and mortality cost per policy vary, based on such
factors as the size of the plan, the purposes for which policies are purchased
and certain characteristics of the plan's members. The amount of reduction and
the criteria for qualification will be reflected in the reduced sales effort and
administrative costs resulting from, and the different mortality experience
expected as a result of, sales to qualifying plans. We may modify, from time to
time on a
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   15
- --------------------------------------------------------------------------------
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 policy owners invested in the
Separate Account.

Premiums
- --------------------------------------------------------------------------------

Application for a Policy -- To purchase a policy you must submit an application
to us. Within limits, you may choose the initial Face Amount. Policies generally
will be issued only on the lives of insureds age 85 and under who supply
evidence of insurability satisfactory to us. Acceptance is subject to our
underwriting rules and we reserve the right to reject an application for any
reason. No change in the terms or conditions of a policy will be made without
your consent. The minimum initial premium is the amount required to keep the
policy in force for one month, but not less than $50.

Your policy will be effective on the policy date only after we receive all
outstanding delivery requirements and the initial premium payment. The policy
date is the date used to determine all future cyclical transactions on the
policy, such as Monthly Activity Date and policy years.

Premium Payment Flexibility -- You have flexibility as to when and in what
amounts you pay premiums. Prior to policy issue, you can choose a planned
premium, within a range we determined, based on the Face Amount and the
insured's sex (except where unisex rates apply), issue age and risk
classification. We will send you premium notices for planned premium. Such
notices may be sent on an annual, semi-annual or quarterly basis. You may also
have premium payments automatically deducted monthly from your checking account.
The planned premium and payment mode you select are shown on your policy's
specifications page. You may change the planned premium at any time, subject to
our minimum amount rules then in effect.

After the first premium has been paid, your subsequent premium payments are
flexible. The actual amount and frequency of payment will affect the Account
Value and could affect the amount and duration of insurance provided by the
policy. Your policy may lapse if the value of your policy becomes insufficient
to cover the Monthly Deduction Amounts. In such case you may be required to pay
additional premiums in order to prevent the policy from terminating. For details
see, "Lapse and Reinstatement."

You may pay additional premiums at any time prior to the scheduled maturity
date, subject to the following limitations:

- - The minimum premium that we will accept is $50 or the amount required to keep
  the policy in force.

- - We reserve the right to refund any excess premiums that would cause the policy
  to fail to meet the definition of life insurance under the Internal Revenue
  Code.

- - We reserve the right to require evidence of insurability for any premium
  payment that results in an increase in the death benefit greater than the
  amount of the premium.

- - Any premium payment in excess of $1,000,000 is subject to our approval.

Allocation of Premium Payments -- The initial Net Premium (and any additional
Net Premiums received by us before the end of the right to examine period) will
be allocated to the Hartford Money Market HLS Fund Sub-Account on the later of
the policy date or the date we receive the initial premium payment. We will then
allocate the value in the Hartford Money Market HLS Fund Sub-Account to the
Fixed Account and the Sub-Accounts according to the premium allocation specified
in the policy application upon the expiration of the right to examine policy
period, or the date we receive the final requirement to put the policy in force,
whichever is later.

You may change your premium allocation upon request in writing. Subsequent Net
Premiums will be allocated to the Fixed Account and the Sub-Accounts according
to your most recent written instructions as long as the number of investment
choices you are allocated to does not exceed nine (9), and the percentage you
allocate to each Sub-Account and/or the Fixed Account is in whole percentages.
If we receive a premium payment with a premium allocation instruction that does
not comply with the above rules, we will allocate the Net Premium pro rata based
on the values of your existing investment choices.

You will receive several different types of notifications as to what your
current premium allocation is. Each transaction confirmation received after we
receive a premium payment will show how a Net Premium has been allocated.
Additionally, each quarterly statement summarizes the current premium allocation
in effect for such policy.

Accumulation Units -- Net Premiums allocated to the Sub-Accounts are used to
credit accumulation units to such Sub-Accounts.

The number of accumulation units in each Sub-Account to be credited to a policy
(including the initial allocation to the Hartford Money Market HLS Fund
Sub-Account) and the amount to be credited to the Fixed Account will be
determined, first, by multiplying the Net Premium by the appropriate allocation
percentage in order to determine the portion of Net Premiums or transferred
Account Value to be invested in the Fixed Account or the Sub-Account. Each
portion of the Net Premium or transferred Account Value to be invested in a
Sub-Account is then divided by the accumulation unit value in a particular Sub-
Account next computed following its receipt. The resulting figure is the number
of accumulation units to be credited to each Sub-Account.

Accumulation Unit Values -- The accumulation unit value for each Sub-Account
will vary to reflect the investment experience of the applicable Fund and will
be determined on each Valuation Day by multiplying the accumulation unit value
of the particular Sub-Account on the preceding Valuation Day by the
<PAGE>
16                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
net investment factor for that Sub-Account for the Valuation Period then ended.
The net investment factor for each of the Sub-Accounts is equal to the net asset
value per share of the corresponding Fund at the end of the Valuation Period
(plus the per share amount of any dividend or capital gain distributions paid by
that Fund in the Valuation Period then ended) divided by the net asset value per
share of the corresponding Fund at the beginning of the Valuation Period.

All valuations in connection with a policy, e.g., with respect to determining
Account Value, in connection with policy loans, or in calculation of death
benefits, or with respect to determining the number of accumulation units to be
credited to a policy with each premium payment other than the initial premium
payment will be made on the date the request or payment is received by us at the
National Service Center, provided such date is a Valuation Day; otherwise such
determination will be made on the next succeeding date which is a Valuation Day.

Account Values -- Each policy will have an Account Value. There is no minimum
guaranteed Account Value.

The Account Value of a policy changes on a daily basis and will be computed on
each Valuation Day. The Account Value will vary to reflect the investment
experience of the Sub-Accounts, the interest credited to the Fixed Account and
the Loan Account, and the Monthly Deduction Amounts, Net Premiums paid, and any
withdrawals taken.

A policy's Account Value is related to the net asset value of the Funds
associated with the Sub-Accounts, if any, to which Net Premiums on the policy
have been allocated. The Account Value in the Sub-Accounts on any Valuation Day
is calculated by, first, multiplying the number of accumulation units in each
Sub-Account as of the Valuation Day by the then current value of the
accumulation units in that Sub-Account and then totaling the result for all of
the Sub-Accounts. A policy's Account Value equals the policy's value in all of
the Sub-Accounts, the Fixed Account, and the Loan Account. A policy's Cash Value
is equal to the Account Value less any applicable surrender charges. A policy's
Cash Surrender Value, which is the net amount available upon surrender of the
policy, is the Cash Value less any Indebtedness. See "Accumulation Unit Values,"
above.

We will pay death proceeds, Cash Surrender Values, partial withdrawals, and loan
amounts allocable to the Sub-Accounts within seven days after we receive all the
information needed to process the payment, unless the New York Stock Exchange is
closed for other than a regular holiday or weekend, trading is restricted by the
Commission or the Commission declares that an emergency exists.

Death Benefits and Policy Values
- --------------------------------------------------------------------------------

Death Benefit -- Your policy provides for the payment of the death proceeds to
the named beneficiary upon receipt of due proof of the death of the insured.
Your policy will be effective on the policy date only after we receive all
outstanding delivery requirements and the initial premium payment. You must
notify us in writing as soon as possible after the death of the insured. The
death proceeds payable to the beneficiary equal the death benefit less any
Indebtedness and less any due and unpaid Monthly Deduction Amount occurring
during a grace period. The death benefit depends on the death benefit option you
select.

Death Benefit Options -- There are three death benefit options: the Level Death
Benefit Option ("Option A"), the Return of Account Value Death Benefit Option
("Option B") and the Return of Premium Death Benefit Option ("Option C").
Subject to the minimum death benefit described below, the death benefit under
each option is as follows:

- - Under Option A, the current Face Amount.

- - Under Option B, the current Face Amount plus the Account Value.

- - Under Option C, the current Face Amount plus the sum of premiums paid.
  However, it will be no more than the current Face Amount plus the Option C
  limit, which is currently $2.5 million.

Option Change -- You may change your death benefit option by notifying us in
writing. Any change will become effective on the Monthly Activity Date following
the date we receive your request. If you elect to change to Option A, the Face
Amount will become that amount available as a death benefit immediately prior to
such option change. If you elect to change to Option B, the Face Amount will
become the amount available as a death benefit immediately prior to such option
change, minus the then-current Account Value. Changing your death benefit option
may result in a Surrender Charge. You should consult a tax adviser regarding the
possible adverse tax consequences resulting from a change in your death benefit
option.

Minimum Death Benefit -- Your policy has a minimum death benefit. We will
automatically increase the death benefit so that it will never be less than the
Account Value multiplied by the minimum death benefit percentage for the then
current year. This percentage varies according to the policy year and insured's
issue age, sex (where unisex rates are not used) and insurance class.

Examples of Minimum Death Benefit

<TABLE>
<CAPTION>
                                     A          B
<S>                               <C>        <C>
- -----------------------------------------------------
Face Amount                       $100,000   $100,000
- -----------------------------------------------------
Account Value                       46,500     34,000
- -----------------------------------------------------
Specified Percentage                  250%       250%
- -----------------------------------------------------
Death Benefit Option                 Level      Level
- -----------------------------------------------------
</TABLE>

In Example A, the death benefit equals $116,250, i.e., the greater of $100,000
(the Face Amount) or $116,250 (the Account Value
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   17
- --------------------------------------------------------------------------------
at the date of death of $46,500, multiplied by the specified percentage of
250%). This amount, less any outstanding Indebtedness, constitutes the death
proceeds payable to the beneficiary.

In Example B, the death benefit is $100,000, i.e., the greater of $100,000 (the
Face Amount) or $85,000 (the Account Value of $34,000, multiplied by the
specified percentage of 250%).

Unscheduled Increases and Decreases in Face Amount -- At any time after the
first policy year, you may request in writing to change the Face Amount. The
minimum amount by which the Face Amount can be increased or decreased is based
on our rules then in effect.

We reserve the right to limit the number of increases or decreases made under a
policy to no more than one in any 12 month period.

All requests to increase the Face Amount must be applied for on a new
application and accompanied by your policy. All requests will be subject to
evidence of insurability satisfactory to us. Any increase approved by us will be
effective on the Monthly Activity Date shown on the new policy specifications
page, provided that the Monthly Deduction Amount for the first month after the
effective date of the increase is made. We deduct a dollar amount from your
Account Value for an unscheduled increase of the Face Amount of your policy. We
deduct the fee each month for twelve months after the increase. The fee is a per
$1,000 amount that varies by the attained age of the insured.

A decrease in the Face Amount will be effective on the Monthly Activity Date
following the date we receive your request in writing. The remaining Face Amount
must not be less than that specified in our minimum rules then in effect. If
during the surrender charge period, you decrease your Face Amount to an amount
lower than it has ever been, a partial surrender charge will be assessed.

The surrender charge assessed will be:

(a) the surrender charge applicable to the then current policy year, if any;
    multiplied by

(b) the percentage described below.

The percentage will be determined by:

(i)  subtracting the new Face Amount from the lowest previous Face Amount; and

(ii) dividing that difference by the lowest previous Face Amount.

The surrender charge assessed will be deducted from your Account Value on the
Monthly Activity Date on which the decrease becomes effective. We will also
reduce the surrender charges applicable to future policy years and provide you a
revised schedule of surrender charges.

Charges and Contract Values -- Your contract values decrease due to the
deduction of policy charges. Contract values may increase or decrease depending
on investment performance. Investment expenses and fees reduce the investment
performance of the Sub-Accounts. Fluctuations in your account value may have an
effect on your death benefit. If your contract lapses, the contract terminates
and no death benefit will be paid.

Making Withdrawals From Your Policy
- --------------------------------------------------------------------------------

Surrender -- Provided your policy has a Cash Surrender Value, you may surrender
your policy to us. We will pay you the Cash Surrender Value. Our liability under
the policy will cease as of the date of your request for surrender, or the date
you request to have your policy surrendered, if later.

Withdrawals -- One withdrawal is allowed per calendar month. Withdrawals may be
subject to a surrender charge, see "Surrender Charge." You may request a
withdrawal in writing. The minimum withdrawal allowed is $500. The maximum
partial withdrawal is the Cash Surrender Value, minus $1,000. If the death
benefit option then in effect is Option A or Option C, the Face Amount will be
reduced by the amount of any partial withdrawal. Unless specified, the
withdrawal will be deducted on a pro rata basis from the Fixed Account and the
Sub-Accounts. You may be assessed a charge of up to $10 for each partial
withdrawal.

Loans
- --------------------------------------------------------------------------------

Availability of Loans -- At any time while the policy is in force, you may
borrow against the policy by assigning it as sole security to us. Any new loan
taken together with any existing Indebtedness may not exceed the Cash Surrender
Value on the date we grant a loan. The minimum loan amount that we will allow is
$500.

Unless you specify otherwise, all loan amounts will be transferred on a pro rata
basis from the Fixed Account and each of the Sub-Accounts to the Loan Account.

If total Indebtedness equals or exceeds the Cash Value on any Monthly Activity
Date, the policy will then go into default. See "Lapse and Reinstatement."

Preferred Indebtedness -- If, at any time after the tenth (10th) policy
anniversary, your Account Value exceeds the total of all premiums paid since
issue, a portion of your Indebtedness may qualify as preferred. Preferred
Indebtedness is charged a lower interest rate than non-preferred Indebtedness,
if any. The maximum amount of preferred Indebtedness is the amount by
<PAGE>
18                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
which the Account Value exceeds the total premiums paid and is determined on
each Monthly Activity Date.

Loan Repayments -- You can repay all or any part of a loan at any time while
your policy is in force and the insured is alive. The amount of your policy loan
repayment will be deducted from the Loan Account. It will be allocated among the
Fixed Account and Sub-Accounts in the same percentage as premiums are allocated.

Effect of Loans on Account Value -- A loan, whether or not repaid, will have a
permanent effect on your Account Value. This effect occurs because the
investment results of each Sub-Account will apply only to the amount remaining
in such Sub-Accounts. In addition, the rate of interest credited to the Fixed
Account will usually be different than the rate credited to the Loan Account.
The longer a loan is outstanding, the greater the effect on your Account Value
is likely to be. Such effect could be favorable or unfavorable. If the Fixed
Account and the Sub-Accounts earn more than the annual interest rate for funds
held in the Loan Account, your Account Value will not increase as rapidly as it
would have had no loan been made. If the Fixed Account and the Sub-Accounts earn
less than the Loan Account, then your Account Value will be greater than it
would have been had no loan been made. Additionally, if not repaid, the
aggregate amount of the outstanding Indebtedness will reduce the death proceeds
and the Cash Surrender Value otherwise payable.

Credited Interest -- Any amounts in the Loan Account will be credited with
interest at an annual rate of 3.5%.

Interest Charged on Indebtedness -- Interest will accrue daily on the
Indebtedness at the policy loan rate. Because the interest charged on
Indebtedness may exceed the rate credited to the Loan Account, the Indebtedness
may grow faster than the Loan Account. If this happens, any difference between
the value of the Loan Account and the Indebtedness will be transferred on each
Monthly Activity Date from the Fixed Account and Sub-Accounts to the Loan
Account on a pro rata basis.

Policy Loan Rates -- The table below shows the interest rates we will charge on
your Indebtedness.

<TABLE>
<CAPTION>
                                           Interest Rate
                          Portion of          Charged
 During Policy Years     Indebtedness    Equals 3.5% Plus:
<S>                    <C>               <C>
- ----------------------------------------------------------
        1-10                 All                2%
- ----------------------------------------------------------
    11 and later          Preferred             0%
                        Non-Preferred         0.25%
- ----------------------------------------------------------
</TABLE>

Lapse and Reinstatement
- --------------------------------------------------------------------------------

Lapse and Grace Period -- During the first three policy years, your policy will
be in default on any Monthly Activity Date on which the Account Value less
Indebtedness is not sufficient to cover the Monthly Deduction Amount.

During the fourth policy year and thereafter, your policy will be in default on
any Monthly Activity Date if the Cash Surrender Value is not sufficient to cover
the Monthly Deduction Amount.

A 61-day "Grace Period" will begin from the date of any policy default. Upon
default, we will mail you and any assignee written notice of the amount of
premium that will be required to continue the policy in force. The premium
required will be no greater than the amount required to pay three Monthly
Deduction Amounts as of the date the Policy Grace period began. If the No-Lapse
Guarantee is available and sufficient premium has not been paid by the end of
the Grace Period, the death benefit option will become level, any policy riders
will terminate and any future unscheduled increases are cancelled. If the
insured dies during the Grace Period, we will pay the death proceeds.

No-Lapse Guarantee Default and Grace Period -- On every Monthly Activity Date
during the No-Lapse Guarantee period, we will compare the cumulative premium
payments received, less Indebtedness and less withdrawals, to the Cumulative
No-Lapse Guarantee Premium.

If the cumulative premium payments received, less Indebtedness and less
withdrawals, are less than the Cumulative No-Lapse Guarantee Premium, the
No-Lapse Guarantee will be deemed to be in default as of that Monthly Activity
Date and the No-Lapse Guarantee Grace Period will begin. We will mail you and
any assignee written notice of the amount of premium required to continue the
No-Lapse Guarantee.

The No-Lapse Guarantee will be removed from the policy at the end of the
No-Lapse Guarantee Grace Period if we have not received the amount of premium
required to continue such guarantee.

No-Lapse Guarantee -- The policy will remain in force at the end of the policy
Grace Period as long as the No-Lapse Guarantee is available, as described below.

The No-Lapse Guarantee is available so long as:

(a) the policy is in the No-Lapse Guarantee Period; and

(b) on each Monthly Activity Date during that period, the cumulative premiums
    paid into the policy, less Indebtedness and less withdrawals from the
    policy, equal or exceed an amount known as the Cumulative No-Lapse Guarantee
    Premium.

The length of the No-Lapse Guarantee Period is the lesser of 10 years and to age
80. Some states may limit the maximum length of the No-Lapse Guarantee Period.
In Massachusetts, Texas and Florida, the maximum length of the No-Lapse
Guarantee Period is five (5) years. The No-Lapse Guarantee is not available in
New Jersey and Maryland. In Illinois, this provision is referred to as the
"Policy Coverage Protection Benefit." The Cumulative No-Lapse Guarantee Premium
is the premium required to maintain the No-Lapse Guarantee.

If the No-Lapse Guarantee is available and you fail to pay the required premium
as defined in your lapse notice by the end of
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   19
- --------------------------------------------------------------------------------
the policy grace period, the No-Lapse Guarantee will then go into effect. The
policy will remain in force, however:

(a) all riders will terminate;

(b) the Death Benefit Option becomes Level;

(c) The Death Benefit will equal the current Face Amount; and

(d) Any future scheduled Increases in the Face Amount will be canceled.

As long as the policy remains in default and the No-Lapse Guarantee is
available, the No-Lapse Guarantee will remain in effect on each subsequent
Monthly Activity Dates. You may be required to make premium payments to keep the
No-Lapse Guarantee available, as described above.

If during the No-Lapse Guarantee Period, the Face Amount is increased or
decreased, or riders are added or increased, deleted or reduced, a new monthly
No-Lapse Guarantee Premium will be calculated. We will send you a notice of the
new Monthly No-Lapse Guarantee Premium, which will be used in calculating the
Cumulative No-Lapse Guarantee Premium in subsequent months.

Reinstatement -- Prior to the death of the insured, a policy may be reinstated
prior to the maturity date, provided such policy has not been surrendered for
cash, and provided further that:

1.  You request reinstatement in writing within five years after termination;

2.  You submit satisfactory evidence of insurability to us;

3.  Any Indebtedness existing at the time the policy was terminated is repaid or
    carried over to the reinstated policy; and

4.  You pay a premium sufficient to cover (a) all Monthly Deduction Amounts that
    are due and unpaid during the Grace Period and (b) the sum of Monthly
    Deduction Amounts for the next three months after the date the policy is
    reinstated.

The Account Value on the reinstatement date equals:

1.  The Cash Value at the time of policy termination; plus

2.  Net Premiums derived from premiums paid at the time of policy reinstatement;
    minus

3.  the Monthly Deduction Amounts that were due and unpaid during the Grace
    Period; plus

4.  the Surrender Charge at the time of policy reinstatement. The Surrender
    Charge is based on the duration from the original policy date.

Taxes
- --------------------------------------------------------------------------------

General

Since federal tax law is complex, the tax consequences of purchasing this policy
will vary depending on your situation. You may need tax or legal advice to help
you determine whether purchasing this policy is right for you.

Our general discussion of the tax treatment of this policy is based on our
understanding of federal income tax laws as they are currently interpreted. A
detailed description of all federal income tax consequences regarding the
purchase of this policy cannot be made in the prospectus. We also do not discuss
state, municipal or other tax laws that may apply to this policy. For detailed
information, you should consult with a qualified tax adviser familiar with your
situation.

Taxation of Hartford and the Separate Account

The Separate Account is taxed as a part of Hartford which is taxed as a life
insurance company under Subchapter L of the Internal Revenue Code of 1986, as
amended (the "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
Funds) are reinvested and are taken into account in determining the value of the
Accumulation Units. As a result, such investment income and realized capital
gains are automatically applied to increase reserves under the policy. (See
"Premiums -- Accumulation Unit Values").

Hartford does not expect to incur any federal income tax on the earnings or
realized capital gains attributable to the Separate Account. Based upon this
expectation, no charge is currently being made to the Separate Account for
federal income taxes. If Hartford incurs income taxes attributable to the
Separate Account or determines that such taxes will be incurred, it may assess a
charge for such taxes against the Separate Account.

Income Taxation of Policy Benefits -- Generally

For federal income tax purposes, the Policies should be treated as life
insurance contracts under Section 7702 of the Code. The
<PAGE>
20                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

death benefit under a life insurance contract is generally excluded from the
gross income of the beneficiary. Also, a life insurance policy owner is
generally not taxed on increments in the contract 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. Hartford
intends to monitor premium levels to assure compliance with the Section 7702
requirements.

Hartford also believes that any loan received under a policy will be treated as
Indebtedness of the policy owner, and that no part of any loan under a policy
will constitute income to the policy owner. A surrender or assignment of the
policy may have tax consequences depending upon the circumstances. Policy owners
should consult a qualified tax adviser concerning the effect of such changes.

During the first fifteen policy years, an "income first" rule generally applies
to distributions of cash required to be made under Code Section 7702 because of
a reduction in benefits under the policy.

The Maturity Date Extension Provision allows a policy owner to extend the
Maturity Date to the date of the death of the insured. If the Maturity Date of
the policy is extended, Hartford believes that the policy will continue to be
treated as a life insurance contract for federal income tax purposes after the
scheduled Maturity Date. However, due to the lack of specific guidance on this
issue, the result is not certain. If the policy is not treated as a life
insurance contract for federal income tax purposes after the scheduled Maturity
Date, among other things, the Death Proceeds may be taxable to the recipient.
The policy owner should consult a qualified 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. The seven-pay test provides that premiums cannot be paid at
a rate more rapidly than that allowed by the payment of seven annual premiums
using specified computational rules described in Section 7702A(c). A modified
endowment contract ("MEC") is a life insurance policy that either:
(i) satisfies the Section 7702 definition of life insurance, but fails the
seven-pay test of Section 7702A or (ii) is exchanged for a MEC.

If the policy satisfies the seven-pay test at issuance, distributions and loans
made thereafter will not be subject to the MEC rules, unless the policy is
changed materially. The seven-pay test will be applied anew at any time the
policy undergoes a material change, which includes an increase in the Face
Amount. In addition, if there is a reduction in benefits under the policy within
the first seven years, the seven-pay test is applied as if the policy had
initially been issued at the reduced benefit level. Any reduction in benefits
attributable to the nonpayment of premiums will not be taken into account for
purposes of the seven-pay test if the benefits are reinstated within 90 days
after the reduction.

A policy that is classified as a MEC 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, if the contract is classified as a MEC then withdrawals from
the contract will be considered first as withdrawals of income and then as a
recovery of premium payments. Thus, withdrawals will be includible in income to
the extent the contract value exceeds the investment in the contract. The amount
of any loan (including unpaid interest thereon) under the contract will be
treated as a withdrawal from the contract for tax purposes. In addition, if the
owner assigns or pledges any portion of the value of a contract (or agrees to
assign or pledge any portion), then such portion will be treated as a withdrawal
from the contract for tax purposes. Taxable withdrawals are subject to an
additional 10% tax, with certain exceptions. The owner's investment in the
contract is increased by the amount includible in income with respect to such
assignment, pledge, or loan, though it is not affected by any other aspect of
the assignment, pledge, or loan (including its release or repayment).

Generally, only distributions and loans made in the first year in which a policy
becomes a MEC, 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.

Before assigning, pledging, or requesting a loan under a policy that is a MEC,
an owner should consult a qualified tax adviser.

All MEC policies that are issued within any calendar year to the same policy
owner by one company or its affiliates are treated as one MEC policy for the
purpose of determining the taxable portion of any loan or distribution.

Hartford has instituted procedures to monitor whether a policy may become
classified as a MEC after issue.

Estate and Generation Skipping Taxes

When the Insured dies, the death proceeds will generally be includible in the
policy owner's estate for purposes of federal estate tax if the Insured owned
the policy. If the policy owner was not the Insured, the fair market value of
the policy would be included in the policy owner's estate upon the policy
owner's death. The policy would not be includible in the Insured's estate if the
Insured neither retained incidents of ownership at death nor had given up
ownership within three years before death.

The federal estate tax is integrated with the federal gift tax under a unified
rate schedule and unified credit which shelters up to $650,000 (for 1999) from
the estate and gift tax. The Taxpayer Relief Act of 1997 gradually raises the
credit over the next seven years to $1,000,000. In addition, an unlimited
marital deduction may be available for federal estate and gift tax purposes. The
unlimited marital deduction permits the deferral of taxes until the death of the
surviving spouse.

If the policy owner (whether or not he or she is the Insured) transfers
ownership of the policy to someone two or more
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   21
- --------------------------------------------------------------------------------
generations younger, the transfer may be subject to the generation skipping
transfer tax, the taxable amount being the value of the policy. The
generation-skipping transfer tax provisions generally apply to transfers which
would be subject to the gift and estate tax rules. Individuals are generally
allowed an aggregate generation skipping transfer exemption of $1 million as
adjusted for inflation. Because these rules are complex, the policy owner should
consult with a qualified tax adviser for specific information if ownership is
passing to younger generations.

Diversification Requirements

The Code requires that investments supporting your policy be adequately
diversified. Code Section 817 provides that a variable life insurance contract
will not be treated as a life insurance contract for any period during which the
investments made by the separate account or underlying fund are not adequately
diversified. If a contract is not treated as a life insurance contract, the
policy owner will be subject to income tax on annual increases in cash value.

The Treasury Department's diversification regulations require, among other
things, that:

- - no more than 55% of the value of the total assets of the segregated asset
  account 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 the
case of government securities, each government agency or instrumentality is
treated as a separate issuer.

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 meet the diversification
requirements, the company may still comply within a reasonable period and avoid
the taxation of contract income on an ongoing basis. However, either the company
or the policy owner must agree to pay the tax due for the period during which
the diversification requirements were not met.

We monitor the diversification of investments in the separate accounts and test
for diversification as required by the Code. We intend to administer all
policies subject to the diversification requirements in a manner that will
maintain adequate diversification.

Ownership of the Assets in the Separate Account

In order for a variable life insurance contract to qualify for tax deferral,
assets in the separate accounts supporting the contract must be considered to be
owned by the insurance company and not by the policy owner. It is unclear under
what circumstances an investor is considered to have enough control over the
assets in the separate account to be considered the owner of the assets for tax
purposes.

The IRS has issued several rulings discussing investor control. These rulings
say that certain incidents of ownership by the policy owner, such as the ability
to select and control investments in a separate account, will cause the policy
owner to be treated as the owner of the assets for tax purposes.

In its explanation of the diversification regulations, the Treasury Department
recognized that the temporary regulations "do not provide guidance concerning
the circumstances in which investor control of the investments of a segregated
asset account may cause the investor, rather than the insurance company, to be
treated as the owner of the assets in the account." The explanation further
indicates that "the temporary regulations provide that in appropriate cases a
segregated asset account may include multiple sub-accounts, but do not specify
the extent to which policyholders may direct their investments to particular
sub-accounts without being treated as the owners of the underlying assets.
Guidance on this and other issues will be provided in regulations or revenue
rulings under Section 817(d), relating to the definition of variable contract."

The final regulations issued under Section 817 did not provide guidance
regarding investor control, and as of the date of this prospectus, guidance has
yet to be issued. We do not know if additional guidance will be issued. If
guidance is issued, we do not know if it will have a retroactive effect.

Due to the lack of specific guidance on investor control, there is some
uncertainty about when a policy owner is considered the owner of the assets for
tax purposes. We reserve the right to modify the policy, as necessary, to
prevent you from being considered the owner of assets in the separate account.

Tax Deferral During Accumulation Period

Under existing provisions of the Code, except as described below, any increase
in an owner's Investment Value is generally not taxable to the policy owner
unless amounts are received (or are deemed to be received) under the policy
prior to the insured's death. If the policy is surrendered or matures, the
amount received will be includable in the policy owner's income to the extent
that it exceeds the policy owner's "investment in the contract." (If there is
any debt at the time of a surrender, then such debt will be treated as an amount
distributed to the owner.) The "investment in the contract" is the aggregate
amount of premium payments and other consideration paid for the policy, less the
aggregate amount received previously under the policy to the extent such amounts
received were excluded from gross
<PAGE>
22                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
income. Whether partial withdrawals (or other such amounts deemed to be
distributed) from the policy constitute income to the policy owner depends, in
part, upon whether the policy is considered a modified endowment contract for
Federal income tax purposes.

Life Insurance Purchased for Use in Split Dollar Arrangements

On January 26, 1996, the IRS released a technical advice memorandum ("TAM") on
the taxability of life insurance policies used in certain split dollar
arrangements. A TAM, issued by the National Office of the IRS, provides advice
as to the internal revenue laws, regulations, and related statutes with respect
to a specific set of facts and a specific taxpayer. In the TAM, among other
things, the IRS concluded that an employee was subject to current taxation on
the excess of the cash surrender value of the policy over the premiums to be
returned to the employer. Purchasers of life insurance policies to be used in
split dollar arrangements are strongly advised to consult with a qualified tax
adviser to determine the tax treatment resulting from such an arrangement.

Federal Income Tax Withholding

If any amounts are deemed to be current taxable income to the policy owner, such
amounts will be subject to federal income tax withholding and reporting,
pursuant to the Code.

Non-Individual Ownership of Policies

In certain circumstances, the Code limits the application of specific tax
advantages to individual owners of life insurance contracts. Prospective policy
owners which are not individuals should consult a qualified tax adviser to
determine the potential impact on the purchaser.

Other

Federal estate tax, state and local estate, inheritance and other tax
consequences of ownership, or receipt of policy proceeds depend on the
circumstances of each policy owner or beneficiary. A qualified tax adviser
should be consulted to determine the impact of these taxes.

Life Insurance Purchases by Nonresident Aliens and Foreign Corporations

The discussion above provides general information regarding U.S. federal income
tax consequences to life insurance purchasers that are U.S. citizens or
residents. Purchasers that are not U.S. citizens or residents will generally be
subject to U.S. federal income tax and withholding on taxable distributions from
life insurance policies at a 30% rate, unless a lower treaty rate applies. In
addition, purchasers may be subject to state and/or municipal taxes and taxes
that may be imposed by the purchaser's country of citizenship or residence.
Prospective purchasers are advised to consult with a qualified tax adviser
regarding U.S. state, and foreign taxation with respect to a life insurance
policy purchase.

Legal Proceedings
- --------------------------------------------------------------------------------

There are no pending material legal proceedings to which the Separate Account is
a party.

Other Matters
- --------------------------------------------------------------------------------
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   23
- --------------------------------------------------------------------------------

Glossary of Special Terms

Account Value: the total of all amounts in the Fixed Account, Loan Account and
Sub-Accounts.

Cash Surrender Value: the Cash Value less all Indebtedness

Cash Value: the Account Value less any applicable Surrender Charges.

Cumulative No-Lapse Guarantee Premium: the premium required to maintain the
No-Lapse guarantee. Initially, the Cumulative No-Lapse Guarantee Premium is the
No-Lapse Guarantee Premium. On each Monthly Activity Date thereafter, the
Cumulative No-Lapse Guarantee Premium is: (a) the Cumulative No-Lapse Guarantee
Premium on the previous Monthly Activity Date; plus (b) the current No-Lapse
Guarantee Premium.

Face Amount: an amount we use to determine the Death Benefit. On the policy
date, the Face Amount equals the initial Face Amount shown in your policy.
Thereafter, it may change under the terms of the policy.

Fixed Account: part of our general account to which all or a portion of the
Account Value may be allocated.

Funds: the registered open-end management companies in which assets of the
Separate Account may be invested.

Indebtedness: all loans taken on the policy, plus any interest due or accrued
minus any loan repayments.

Loan Account: an account established for any amounts transferred from the Fixed
Account and Sub-Accounts as a result of loans. The amounts in the Loan Account
are credited with interest and are not subject to the investment experience of
any Sub-Accounts.

Monthly Activity Date: the policy date and the same date in each succeeding
month as the policy date. However, whenever the Monthly Activity Date falls on a
date other than a Valuation Day, the Monthly Activity Date will be deemed to be
the next Valuation Day.

Net Premium: the amount of premium credited to Account Value. It is premium paid
minus the sales load and tax charge.

No-Lapse Guarantee Premium: the amount of monthly premium required to keep the
No-Lapse guarantee available, as shown in the policy's specifications page, and
used to calculate the Cumulative No-Lapse Guarantee Premium.

Separate Account: an account which has been established by us to separate the
assets funding the variable benefits for the class of contracts to which the
policy belongs from our other assets.

Sub-Account: the subdivisions of the Separate Account

Surrender Charge: a charge that may be assessed if you surrender your policy or
the Face Amount is decreased.

Valuation Day: the date on which a Sub-Account is valued. This occurs every day
the New York Stock Exchange is open for trading.

We, us, our: Hartford Life and Annuity Insurance Company.

You, your: the owner of the policy.
<PAGE>
24                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

Where you can find more information

You can call us at 1-800-231-5453 to ask us questions, or to get a Statement of
Additional Information, free of charge. The Statement of Additional Information
contains more information about this life insurance policy and, like this
prospectus, is filed with the Securities and Exchange Commission. You should
read the Statement of Additional Information because you are bound by the terms
contained in it.

We file other information with the Securities and Exchange Commission. You may
read and copy any document we file at the SEC's public reference room in
Washington, DC 20549-6009. Please call the SEC at 1-800-SEC-0330 for further
information. Our SEC filings are also available to the public at the SEC's web
site at http://www.sec.gov.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

Statement of Additional Information
Separate Account VL I

This Statement of Additional Information is not a prospectus. We will send you a
prospectus if you write us at P.O. Box 2999, Hartford, CT 06104-2999, or if you
call us at 1-800-231-5453.

DATE OF PROSPECTUS:
DATE OF STATEMENT OF ADDITIONAL INFORMATION:
<PAGE>
2                                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

Table of Contents

<TABLE>
<CAPTION>
                                                              Page
                                                              ----
<S>                                                           <C>
General Information and History                                   3
- ----------------------------------------------------------------------
Services                                                          5
- ----------------------------------------------------------------------
Experts                                                           5
- ----------------------------------------------------------------------
Distribution of the Policies                                      6
- ----------------------------------------------------------------------
Additional Information About Charges                              6
- ----------------------------------------------------------------------
Illustration of Benefits                                          8
- ----------------------------------------------------------------------
Financial Statements
- ----------------------------------------------------------------------
</TABLE>

<PAGE>
STATEMENT OF ADDITIONAL INFORMATION                                            3
- --------------------------------------------------------------------------------

General Information and History

Hartford Life and Annuity Insurance Company ("Hartford") -- Hartford Life and
Annuity Insurance Company is a stock life insurance company engaged in the
business of writing life insurance and annuities, both individual and group, in
all states of the United States, the District of Columbia and Puerto Rico,
except New York. On January 1, 1998, Hartford's name changed from ITT Hartford
Life and Annuity Insurance Company to Hartford Life and Annuity Insurance
Company. We were originally incorporated under the laws of Wisconsin on January
9, 1956, and subsequently redomiciled to Connecticut. Our offices are located in
Simsbury, Connecticut; however, our mailing address is P.O. Box 2999, Hartford,
CT 06104-2999. We are ultimately controlled by The Hartford Financial Services
Group, Inc., one of the largest financial service providers in the United
States.

Hartford Life and Annuity Insurance Company is controlled by Hartford Life
Insurance Company, which is controlled by Hartford Life & Accident Insurance
Company, which is controlled by Hartford Life Inc., which is controlled by
Hartford Accident & Indemnity Company, which is controlled by Hartford Fire
Insurance Company, which is controlled by Nutmeg Insurance Company, which is
controlled by The Hartford Financial Services Group, Inc. Each of these
companies is engaged in the business of insurance and financial services.

The following table shows a brief description of the business experience of
officers and directors of Hartford Life and Annuity Insurance Company:

<TABLE>
<CAPTION>
                                   POSITION WITH                               OTHER BUSINESS PROFESSION,
                                     HARTFORD;                              VOCATION OR EMPLOYMENT FOR PAST
NAME                             YEAR OF ELECTION                           FIVE YEARS; OTHER DIRECTORSHIPS
<S>                           <C>                             <C>
Wendell J. Bossen             Vice President, 1995**          Vice President (1992-Present), Hartford Life and Accident
                                                              Insurance Company; Vice President (1992-Present), Hartford
                                                              Life Insurance Company; President (1992-Present),
                                                              International Corporate Marketing Group, Inc.

Gregory A. Boyko              Senior Vice President,          Vice President & Controller (1995-1997), Hartford Life
                              Director, 1997*                 Insurance Company; Director (1997-Present); Senior Vice
                                                              President (1997-present), Chief Financial Officer &
                                                              Treasurer (1997-1998); Vice President & Controller
                                                              (1995-1997), Hartford Life and Accident Insurance Company;
                                                              Director (1997-Present); Senior Vice President, Chief
                                                              Financial Officer & Treasurer (1997-Present); Vice President
                                                              and Controller (1995-1997), Hartford Life Insurance Company;
                                                              Senior Vice President, Chief Financial Officer & Treasurer
                                                              (1997-Present), Hartford Life, Inc.; Chief Financial Officer
                                                              (1994-1995), IMG American Life; Senior Vice President
                                                              (1992-1994), Connecticut Mutual Life Insurance Company.

Peter W. Cummins              Senior Vice President,          Vice President (1993-1997), Hartford; Senior Vice President,
                              1997                            (1997-Present); Vice President (1989-1997), Hartford Life
                                                              and Accident Insurance Company; Senior Vice President
                                                              (1997-Present); Vice President (1989-1997); Senior Vice
                                                              President (1997-Present); Vice President (1989-1997),
                                                              Hartford Life Insurance Company.

Timothy M. Fitch              Vice President, 1995            Vice President (1995-Present); Actuary (1994-Present);
                              Actuary, 1997                   Assistant Vice President (1992-1995), Hartford Life and
                                                              Accident Insurance Company; Vice President (1995-Present);
                                                              Actuary (1994-Present); Assistant Vice President
                                                              (1992-1995), Hartford Life Insurance Company.
</TABLE>

<PAGE>
4                                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
<TABLE>
<S>                           <C>                             <C>
Mary Jane B. Fortin           Vice President & Chief          Vice President & Chief Accounting Office (1998-Present),
                              Accounting Officer,             Hartford Life Insurance Company; Vice President & Chief
                              1998                            Accounting Officer, (1998-Present), Royal Life Insurance
                                                              Company of America; Vice President & Chief Accounting
                                                              Officer (1998-Present) Alpine Life Insurance Company; Chief
                                                              Accounting Officer (1997-Present), Hartford Life, Inc.;
                                                              Director, Finance (1995-1997), Value Health, Inc.; Senior
                                                              Manager (1993-1995), Coopers and Lybrand; Audit Manager
                                                              (1993-1996) Arthur Andersen & Co.

David T. Foy                  Senior Vice President &         Senior Vice President (1998-present), Vice President (1998),
                              Treasurer, 1998                 Assistant Vice President (1995-1998), Hartford; Senior Vice
                                                              President (1998-Present), Hartford Life and Accident
                                                              Insurance Company; Director, Strategic Planning Corporate
                                                              Finance (1995-1996), IA Product Development (1994-1995),
                                                              Hartford; Various Actuarial Roles (1989-1993) Milliman &
                                                              Robertson

Lynda Godkin                  Senior Vice President,          Assistant General Counsel and Secretary (1994-1995),
                              1997                            Hartford; Director (1997-Present); Senior Vice President
                              General Counsel, 1996           (1997-Present); General Counsel (1996-Present); Corporate
                              Corporate Secretary,            Secretary (1995-Present); Associate General Counsel
                              1996                            (1995-1996); Assistant General Counsel and Secretary
                              Director, 1997*                 (1994-1995); Counsel (1990-1994), Hartford Life and Accident
                                                              Insurance Company; Senior Vice President (1997-Present);
                                                              General Counsel (1996-Present); Corporate Secretary
                                                              (1995-Present); Director (1997-Present); Associate General
                                                              Counsel (1995-1996); Assistant General Counsel and Secretary
                                                              (1994-1995); Counsel (1990-1994), Hartford Life Insurance
                                                              Company; Vice President and General Counsel (1997-Present),
                                                              Hartford Life, Inc.

Lois W. Grady                 Senior Vice President,          Vice President (1994-1998), Hartford; Senior Vice President
                              1998                            (1998-Present); Vice President (1993-1997); Assistant Vice
                              Vice President, 1994            President (1987-1993), Hartford Life and Accident Insurance
                                                              Company; Senior Vice President (1998-Present); Vice
                                                              President (1994-1997); Assistant Vice President (1987-1994),
                                                              Hartford Life Insurance Company.

Stephen T. Joyce              Vice President, 1997            Assistant Vice President (1995-1997), Hartford; Assistant
                                                              Vice President (1994-1997), Hartford Life and Accident
                                                              Insurance Company; Vice President (1997-Present); Assistant
                                                              Vice President (1994-1997), Hartford Life Insurance Company.

Michael D. Keeler             Vice President, 1998            Vice President (1998-Present); Hartford Life and Accident
                                                              Insurance Company; Vice President (1995-1997), Providian
                                                              Insurance; Supervisor/Manager (1985-1995), U.S. West
                                                              Communications.

Robert A. Kerzner             Senior Vice President,          Senior Vice President (1998-Present); Vice President
                              1998                            (1994-1998), Hartford; Senior Vice President (1998-Present);
                              Vice President, 1997            Vice President (1994-1997); Regional Vice President
                                                              (1991-1994), Hartford Life Insurance Company.
</TABLE>

<PAGE>
STATEMENT OF ADDITIONAL INFORMATION                                            5
- --------------------------------------------------------------------------------
<TABLE>
<S>                           <C>                             <C>
Thomas M. Marra               Executive Vice                  Senior Vice President (1993-1996); Director of Individual
                              President, 1996                 Annuities (1991-1993), Hartford; Director (1994-Present);
                              Director, Individual            Executive Vice President (1995-Present); Director,
                              Life                            Individual Life and Annuity Division (1994-Present); Senior
                              and Annuity Division,           Vice President (1994-1995); Vice President (1989-1994);
                              1993                            Actuary (1987-1997), Hartford Life and Accident Insurance
                              Director, 1994*                 Company; Director (1994-Present); Executive Vice President
                                                              (1995-Present); Director, Individual Life and Annuity
                                                              Division (1994-Present); Senior Vice President (1994-1995);
                                                              Vice President (1989-1994); Actuary (1987-1995), Hartford
                                                              Life Insurance Company; Executive Vice President, Individual
                                                              Life and Annuities (1997-Present), Hartford Life, Inc.

Steven L. Matthieson          Vice President, 1984            Director of New Business (1984-1997), Hartford.

Craig R. Raymond              Senior Vice President,          Vice President (1993-1997); Assistant Vice President
                              1997                            (1992-1993); Actuary (1989-1994), Hartford; Senior Vice
                              Chief Actuary, 1994             President (1997-Present); Chief Actuary (1995-Present); Vice
                                                              President (1993-1997); Actuary (1990-1995), Hartford Life
                                                              and Accident Insurance Company; Senior Vice President
                                                              (1997-Present); Chief Actuary (1994-Present); Vice President
                                                              (1993-1997); Assistant Vice President (1992-1993); Actuary
                                                              (1989-1994), Hartford Life Insurance Company; Vice President
                                                              and Chief Actuary (1997-Present), Hartford Life, Inc.

Lowndes A. Smith              President, 1989                 Chief Operating Officer (1989-1997), Hartford; Director
                              Chief Executive                 (1981-Present); President (1989-Present); Chief Executive
                              Officer, 1997                   Officer (1997-Present); Chief Operating Officer (1989-1997),
                              Director, 1985*                 Hartford Life and Accident Insurance Company; Director
                                                              (1981-Present); President (1989-Present), Chief Executive
                                                              Officer (1997-Present); Chief Operating Officer (1989-1997),
                                                              Hartford Life Insurance Company; Chief Executive Officer and
                                                              President and Director (1997-Present), Hartford Life, Inc.

David M. Znamierowski         Senior Vice President,          Vice President (1997) Senior Vice President (1997) Director,
                              1997                            Risk Management Strategy (1996) Director (1998), Hartford;
                              Director, 1998                  Director (1998-Present); Senior Vice President
                                                              (1997-Present); Hartford Life and Accident Insurance
                                                              Company; Vice President, Investment Strategy (1997-Present),
                                                              Hartford Life, Inc.; Vice President, Investment Strategy &
                                                              Policy (1991-1996), Aetna Life and Casualty.
</TABLE>

Separate Account VL I  -- was established as a separate account under
Connecticut law on June 8, 1995. The Separate Account is classified as a unit
investment trust registered with the Securities and Exchange Commission under
the Investment Company Act of 1940.

Services
- --------------------------------------------------------------------------------

Safekeeping of Assets  -- Title to the assets of the Separate Account is held by
Hartford. The assets are kept physically segregated and are held separate and
apart from Hartford's general corporate assets. Records are maintained of all
purchases and redemptions of Fund shares held in each of the Sub-Accounts.

Experts
- --------------------------------------------------------------------------------

Independent Public Accountants  -- The audited financial statements included in
this registration statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports. Reference is made to the report on the statutory
financial statements of Hartford Life and Annuity
<PAGE>
6                                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
Insurance Company which states the statutory financial statements are presented
in accordance with statutory accounting practices prescribed or permitted by the
National Association of Insurance Commissioners and the State of Connecticut
Insurance Department, and are not presented in accordance with generally
accepted accounting principles. The principal business address of Arthur
Andersen LLP is One Financial Plaza, Hartford, Connecticut 06103.

Actuarial Expert -- The hypothetical Policy illustrations included in this
Statement of Additional Information and the registration statement with respect
to the Separate Account have been approved by Kenneth A. McCullum, FSA, MAAA,
Assistant Vice President and Director, Individual Life Product Development, for
Hartford, and are included in reliance upon his opinion as to their
reasonableness.

Distribution of the Policies
- --------------------------------------------------------------------------------

Hartford Equity Sales Company, Inc. ("HESCO") serves as principal underwriter
for the policies and will offer the policies on a continuous basis. HESCO is
controlled by Hartford and is located at the same address as Hartford. HESCO is
registered with the Securities and Exchange Commission under the Securities
Exchange Act of 1934 as a broker-dealer and is a member of the National
Association of Securities Dealers, Inc. ("NASD").

The policies will be sold by salespersons who represent Hartford as insurance
agents and who are registered representatives of HESCO or certain other
registered broker-dealers who have entered into distribution agreements with
HESCO.

Broker-dealers or financial institutions are compensated according to a schedule
set forth by HESCO and any applicable rules or regulations for variable
insurance compensation. The compensation payable may vary with the distribution
agreements with HESCO. Compensation is generally based on premium payments. This
compensation is usually paid from the sales charges described in the Prospectus.

During the first Policy Year, the most common schedule of commission we pay is
70% of the premium paid up to the Target Premium and 2.0% of the premium in
excess of the Target Premium. The Target Premium is an amount used to calculate
sales commissions where the Target Premium amounts vary by the: (1) age; (2)
sex; and (3) insurance class of the Insured. In Policy Years 2 and later, this
schedule allows for a commission of 2% of Premiums paid. A sales representative
may be required to return all or a portion of the commissions paid if the Policy
terminates prior to the Policy's first Policy Anniversary.

In addition, a broker-dealer or financial institution may also receive
additional compensation for, among other things, training, marketing or other
services provided. HESCO, its affiliates or Hartford may also make compensation
arrangements with certain broker-dealers or other financial institutions based
on total sales by the broker-dealer or financial institution of insurance
products. These payments, which may be different for broker-dealers or financial
institutions, will be made by HESCO, its affiliates or Hartford out of their
assets and will not effect the amounts paid by the policy owner to purchase,
hold or surrender variable insurance products.

The following table shows officers and directors of HESCO:

<TABLE>
- ------------------------------------------------------------------
<CAPTION>
Name and Principal
Business Address            Positions and Offices
<S>                         <C>
Lowndes A. Smith            President and Chief Executive Officer,
                            Director
- ------------------------------------------------------------------
Thomas M. Marra             Executive Vice President, Director
- ------------------------------------------------------------------
Peter W. Cummins            Senior Vice President
- ------------------------------------------------------------------
Lynda Godkin                Senior Vice President, General Counsel
                            and Corporate Secretary
- ------------------------------------------------------------------
Donald E. Waggaman, Jr.     Treasurer
- ------------------------------------------------------------------
George R. Jay               Controller
- ------------------------------------------------------------------
</TABLE>

Additional Information About Charges
- --------------------------------------------------------------------------------

Sales Load -- The front-end sales load is a charge deducted from each premium
payment. The current and maximum sales load in policy year 1 is 8%. The current
sales load after policy year 1 is 4%. The maximum sales load is 8% in policy
years 2 through 20 and 6% thereafter.

The front-end load under the policies may be used to cover expenses related to
the sale and distribution of the policies.

Reduced Charges for Eligible Groups -- Certain of the charges and deductions
described above may be reduced for policies issued in connection with a specific
plan, in accordance with our rules in effect as of the date the application for
a policy is approved. To qualify for such a reduction, a plan must satisfy
certain criteria, e.g., as to size of the plan, expected number of participants
and anticipated premium payment from the plan. Generally, the sales contacts and
effort, administrative costs and mortality cost per policy vary, based on such
factors as the size of the plan, the purposes for which policies are purchased
and certain characteristics of the plan's members. The amount of reduction and
the criteria for qualification will be reflected in the reduced sales effort and
administrative costs resulting from, and the different mortality experience
expected as a result of, sales to qualifying plans. We 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 policy owners invested in Separate
Account VL I.

Underwriting Procedures -- To purchase a policy you must submit an application
to us. Within limits, you may choose the
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION                                            7
- --------------------------------------------------------------------------------
initial Face Amount. Policies generally will be issued only on the lives of
insureds the ages of 0 and 85 who supply evidence of insurability satisfactory
to us. Acceptance is subject to our underwriting rules and we reserve the right
to reject an application for any reason.

Cost of insurance rates will be determined on each policy anniversary based on
our future expectations of such factors as mortality, expenses, interest,
persistency and taxes. For preferred and standard risks, the cost of insurance
rate will not exceed those based on the 1980 Commissioners' Standard Ordinary
Mortality Table (ALB), Male or Female, Nonsmoker or Smoker Table, age last
birthday (unisex rates may be required in some states). A table of guaranteed
cost of insurance rates per $1,000 will be included in your policy, however, we
reserve the right to use rates less than those shown in the table. Special risk
classes are used when mortality experience in excess of the standard risk
classes is expected. These substandard risks will be charged a higher cost of
insurance rate that will not exceed rates based on a multiple of 1980
Commissioners' Standard Ordinary Mortality Table (ALB), Male or Female,
Nonsmoker or Smoker Table, age last birthday (unisex rates may be required in
some states) plus any flat extra amount assessed. The multiple will be based on
the insured's substandard rating.

No change in the terms or conditions of a policy will be made without your
consent.

Unscheduled Increases in Face Amount  -- At any time after the first policy
year, you may request in writing to change the Face Amount. The minimum amount
by which the Face Amount can be increased is based on our rules then in effect.

We reserve the right to limit the number of increases or decreases made under a
policy to no more than one in any 12 month period.

All requests to increase the Face Amount must be applied for on a new
application and accompanied by your policy. All requests will be subject to
evidence of insurability satisfactory to us. Any increase approved by us will be
effective on the Monthly Activity Date shown on the new policy specifications
page, provided that the Monthly Deduction Amount for the first month after the
effective date of the increase is made. Each unscheduled increase in Face Amount
is subject to an increase fee. We deduct the fee each month for twelve months
after the increase. The Face Increase Fee rate is per $1,000 amount and varies
by the attained age of the insured.
<PAGE>
8                                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

Illustration of Death Benefits, Account Values
and Cash Surrender Values

The following tables illustrate the way in which the Policy operates. They show
how the Death Benefit, Account Values and Cash Surrender Values could vary over
an extended period of time, assuming hypothetical gross rates of return equal to
constant after tax annual rates of 0%, 6% and 12%. The illustrations assume a
male, preferred, non-nicotine, age 35, with $250,000 of Face Amount and a
premium of $1,875 paid in all years.

The Death Benefit, Account Value and Cash Surrender Value for a Policy would be
different from those shown if the rates of return averaged 0%, 6% and 12% over a
period of years, but also fluctuated above or below those averages for
individual Policy Years. They would also differ if any Policy loan was made
during the period of time illustrated.

The tables reflect the deductions of current Policy charges and guaranteed
Policy charges for a single gross interest rate. The Death Benefits, Account
Values and Cash Surrender Values would change if current Cost of Insurance
charges change.

The amounts shown for the Death Benefit, Account Value and Cash Surrender Value
as of the end of each Policy Year take into account an average daily charge
equal to an annual charge of 0.71% of the average daily net assets of the Funds
for investment advisory and administrative services fees. The gross annual
investment return rates of 0%, 6% and 12% on the Fund's assets are equal to net
annual investment return rates (net of the 0.71% average daily charge) of
- -0.71%, 5.29% and 11.29%, respectively.

In addition, the Death Benefit, Account Value and Cash Surrender Value as of the
end of each Policy Year take into account the front-end sales load, tax charge,
Cost of Insurance charge, monthly administrative fee, and mortality and expense
risk charge. For purpose of the illustrations in this Statement of Additional
Information, the tax charge is assumed to be an average of 1.75%.

The hypothetical returns shown in the illustrations are without any tax charges
that may be allocable to the Separate Account in the future. In order to produce
after-tax returns of 0%, 6%, and 12%, the Separate Account would have to earn a
sufficient amount in excess of 0% or 6% or 12%, respectively, to cover any tax
charges.

The "Premiums Accumulated at 5% Interest Per Year" column of each illustration
table shows the amount which would accumulate if the initial premium was
invested to earn interest, after taxes, of 5% per year, compounded annually.

Hartford will furnish, upon request, a comparable illustration reflecting the
proposed Insured's age and risk classification, a Policy's proposed Face Amount
or the initial premium requested, and reflecting guaranteed Cost of Insurance
rates. Hartford will also furnish an additional similar illustration reflecting
current Cost of Insurance rates, which may be less than, but never greater than,
the guaranteed Cost of Insurance rates.
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION                                            9
- --------------------------------------------------------------------------------
               FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE

                          DEATH BENEFIT OPTION: LEVEL
                              $250,000 FACE AMOUNT
                    ISSUE AGE 35 MALE PREFERRED NON-NICOTINE
                             $1,875 PLANNED PREMIUM

    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.29% NET)

<TABLE>
<CAPTION>
                                               CURRENT CHARGES*
                                                                             GUARANTEED CHARGES**
                           Premiums      -------------------------------------------------------------
End of                   Accumulated                 Cash                            Cash
Policy                  at 5% Interest   Account   Surrender    Death    Account   Surrender    Death
Year                       Per Year       Value      Value     Benefit    Value      Value     Benefit
<S>                     <C>              <C>       <C>         <C>       <C>       <C>         <C>
- ------------------------------------------------------------------------------------------------------
 1                           1,969        1,153           0    250,000    1,121           0    250,000
 2                           4,036        2,493         523    250,000    2,299         329    250,000
 3                           6,206        3,972       2,097    250,000    3,598       1,723    250,000
 4                           8,486        5,602       4,477    250,000    5,029       3,904    250,000
 5                          10,879        7,403       6,465    250,000    6,608       5,671    250,000
 6                          13,391        9,387       8,637    250,000    8,347       7,597    250,000
 7                          16,030       11,574      11,011    250,000   10,261       9,699    250,000
 8                          18,800       13,982      13,607    250,000   12,366      11,991    250,000
 9                          21,709       16,639      16,452    250,000   14,688      14,500    250,000
10                          24,763       19,554      19,554    250,000   17,225      17,225    250,000
11                          27,970       23,323      23,323    250,000   20,467      20,467    250,000
12                          31,337       27,481      27,481    250,000   24,019      24,019    250,000
13                          34,872       32,066      32,066    250,000   27,907      27,907    250,000
14                          38,585       37,125      37,125    250,000   32,165      32,165    250,000
15                          42,483       42,709      42,709    250,000   36,834      36,834    250,000
16                          46,576       48,873      48,873    250,000   41,951      41,951    250,000
17                          50,873       55,688      55,688    250,000   47,571      47,571    250,000
18                          55,386       63,222      63,222    250,000   53,745      53,745    250,000
19                          60,124       71,556      71,556    250,000   60,531      60,531    250,000
20                          65,099       80,784      80,784    250,000   68,001      68,001    250,000

25                          93,963       144,365    144,365    250,000   118,857    118,857    250,000
30                         130,801       252,223    252,223    307,711   203,679    203,679    250,000
- ------------------------------------------------------------------------------------------------------
</TABLE>

 *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.

These values reflect Current Front-End Sales Loads of 8% in year 1 and 4%
thereafter, and Guaranteed Front-End Sales Loads of 8% in policy years 1 through
20 and 6% thereafter. The surrender charge effective in any year can be
determined by subtracting the cash surrender value from the account value.

The Death Benefit may, and the Account 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, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. 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.
<PAGE>
10                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
               FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE

                          DEATH BENEFIT OPTION: LEVEL
                              $250,000 FACE AMOUNT
                    ISSUE AGE 35 MALE PREFERRED NON-NICOTINE
                             $1,875 PLANNED PREMIUM

     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.29% NET)

<TABLE>
<CAPTION>
                                               CURRENT CHARGES*
                                                                             GUARANTEED CHARGES**
                           Premiums      -------------------------------------------------------------
End of                   Accumulated                 Cash                            Cash
Policy                  at 5% Interest   Account   Surrender    Death    Account   Surrender    Death
Year                       Per Year       Value      Value     Benefit    Value      Value     Benefit
<S>                     <C>              <C>       <C>         <C>       <C>       <C>         <C>
- ------------------------------------------------------------------------------------------------------
 1                           1,969        1,073          0     250,000    1,042          0     250,000
 2                           4,036        2,258        288     250,000    2,073        103     250,000
 3                           6,206        3,494      1,619     250,000    3,149      1,274     250,000
 4                           8,486        4,783      3,658     250,000    4,268      3,143     250,000
 5                          10,879        6,129      5,191     250,000    5,436      4,499     250,000
 6                          13,391        7,531      6,781     250,000    6,651      5,901     250,000
 7                          16,030        8,990      8,428     250,000    7,914      7,352     250,000
 8                          18,800       10,508     10,133     250,000    9,224      8,849     250,000
 9                          21,709       12,090     11,903     250,000   10,588     10,401     250,000
10                          24,763       13,722     13,722     250,000   11,986     11,986     250,000
11                          27,970       15,925     15,925     250,000   13,854     13,854     250,000
12                          31,337       18,211     18,211     250,000   15,772     15,772     250,000
13                          34,872       20,578     20,578     250,000   17,731     17,731     250,000
14                          38,585       23,028     23,028     250,000   19,732     19,732     250,000
15                          42,483       25,563     25,563     250,000   21,774     21,774     250,000
16                          46,576       28,182     28,182     250,000   23,850     23,850     250,000
17                          50,873       30,893     30,893     250,000   25,966     25,966     250,000
18                          55,386       33,695     33,695     250,000   28,116     28,116     250,000
19                          60,124       36,590     36,590     250,000   30,296     30,296     250,000
20                          65,099       39,580     39,580     250,000   32,506     32,506     250,000

25                          93,963       55,997     55,997     250,000   43,999     43,999     250,000
30                         130,801       74,695     74,695     250,000   54,822     54,822     250,000
- ------------------------------------------------------------------------------------------------------
</TABLE>

 *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.

These values reflect Current Front-End Sales Loads of 8% in year 1 and 4%
thereafter, and Guaranteed Front-End Sales Loads of 8% in policy years 1 through
20 and 6% thereafter. The surrender charge effective in any year can be
determined by subtracting the cash surrender value from the account value.

The Death Benefit may, and the Account 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, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. 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.
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION                                           11
- --------------------------------------------------------------------------------
               FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE

                          DEATH BENEFIT OPTION: LEVEL
                              $250,000 FACE AMOUNT
                    ISSUE AGE 35 MALE PREFERRED NON-NICOTINE
                             $1,875 PLANNED PREMIUM

     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-.71% NET)

<TABLE>
<CAPTION>
                                               CURRENT CHARGES*
                                                                             GUARANTEED CHARGES**
                           Premiums      -------------------------------------------------------------
End of                   Accumulated                 Cash                            Cash
Policy                  at 5% Interest   Account   Surrender    Death    Account   Surrender    Death
Year                       Per Year       Value      Value     Benefit    Value      Value     Benefit
<S>                     <C>              <C>       <C>         <C>       <C>       <C>         <C>
- ------------------------------------------------------------------------------------------------------
 1                           1,969          994          0     250,000      964          0     250,000
 2                           4,036        2,033         63     250,000    1,858          0     250,000
 3                           6,206        3,055      1,180     250,000    2,737        862     250,000
 4                           8,486        4,059      2,934     250,000    3,598      2,473     250,000
 5                          10,879        5,047      4,110     250,000    4,445      3,508     250,000
 6                          13,391        6,016      5,266     250,000    5,274      4,524     250,000
 7                          16,030        6,965      6,403     250,000    6,084      5,521     250,000
 8                          18,800        7,893      7,518     250,000    6,871      6,496     250,000
 9                          21,709        8,803      8,615     250,000    7,643      7,455     250,000
10                          24,763        9,678      9,678     250,000    8,375      8,375     250,000
11                          27,970       10,999     10,999     250,000    9,479      9,479     250,000
12                          31,337       12,279     12,279     250,000   10,530     10,530     250,000
13                          34,872       13,511     13,511     250,000   11,517     11,517     250,000
14                          38,585       14,693     14,693     250,000   12,439     12,439     250,000
15                          42,483       15,824     15,824     250,000   13,293     13,293     250,000
16                          46,576       16,898     16,898     250,000   14,069     14,069     250,000
17                          50,873       17,918     17,918     250,000   14,773     14,773     250,000
18                          55,386       18,876     18,876     250,000   15,396     15,396     250,000
19                          60,124       19,771     19,771     250,000   15,930     15,930     250,000
20                          65,099       20,599     20,599     250,000   16,375     16,375     250,000

25                          93,963       23,532     23,532     250,000   17,122     17,122     250,000
30                         130,801       23,511     23,511     250,000   13,687     13,687     250,000
- ------------------------------------------------------------------------------------------------------
</TABLE>

 *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.

These values reflect Current Front-End Sales Loads of 8% in year 1 and 4%
thereafter, and Guaranteed Front-End Sales Loads of 8% in policy years 1 through
20 and 6% thereafter. The surrender charge effective in any year can be
determined by subtracting the cash surrender value from the account value.

The Death Benefit may, and the Account 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, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. 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.
<PAGE>








                                      PART C

<PAGE>

                               OTHER INFORMATION

Item 27.  Exhibits

      (a) Resolution of the Board of Directors of Hartford Life and Annuity
          Insurance Company ("Hartford") authorizing the establishment of the
          Separate Account.

      (b) Not Applicable.

      (c) Principal Underwriting Agreement.(2)

      (d) Form of Flexible Premium Variable Life Insurance Policy.(3)

      (e) Form of Application for Flexible Premium Variable Life Insurance
          Policies.(3)

      (f) Certificate of Incorporation of Hartford(2)  and Bylaws of
          Hartford.(2)

      (g) Contracts of Reinsurance.(3)

      (h) Form of Participation Agreement.(3)

      (i) Not Applicable.

      (j) Not Applicable.

      (k) Opinion and consent of Lynda Godkin, Senior Vice President, General
          Counsel and Corporate Secretary.

      (l) Opinion and Consent of Kenneth A. McCullum, FSA., MAAA.(3)

      (m) Not Applicable.

      (n) Consent of Arthur Andersen LLP, Independent Public Accountants.

      (o) No financial statement will be omitted.

      (p) Not Applicable.

      (q) Memorandum describing transfer and redemption procedures.(1)

      (r)  Power of Attorney.

      (s)  Organizational Chart

___________________________
(1) Incorporated by reference to Pre-Effective Amendment No. 1 to the
    Registration Statement on Form S-6, File No. 33-61267, of Hartford Life and
    Annuity Insurance Company filed with the Securities and Exchange Commission
    on January 23, 1996.

(2) Incorporated by reference to Pre-Effective Amendment No. 3 to the
    Registration Statement on Form S-6, File No. 33-61267, of Hartford Life and
    Annuity Insurance Company filed with the Securities and Exchange Commission
    on August 28, 1996.

(3) Incorporated by reference to the Initial filing of the Registration
    Statement on Form S-6, File No. 333-83057, on July 16, 1999.

<PAGE>

Item 28.  Officers and Directors.

- --------------------------------------------------------------------------
NAME, AGE                 POSITION WITH HARTFORD
- --------------------------------------------------------------------------
Wendell J. Bossen         Vice President
- --------------------------------------------------------------------------
Gregory A. Boyko          Senior Vice President, Director*
- --------------------------------------------------------------------------
Peter W. Cummins          Senior Vice President
- --------------------------------------------------------------------------
Timothy M. Fitch          Vice President & Actuary
- --------------------------------------------------------------------------
Mary Jane B. Fortin       Vice President & Chief Accounting Officer
- --------------------------------------------------------------------------
David T. Foy              Senior Vice President & Treasurer
- --------------------------------------------------------------------------
Lynda Godkin              Senior Vice President, General Counsel, and
                          Corporate Secretary, Director*
- --------------------------------------------------------------------------
Lois W. Grady             Senior Vice President
- --------------------------------------------------------------------------
Stephen T. Joyce          Vice President
- --------------------------------------------------------------------------
Michael D. Keeler         Vice President
- --------------------------------------------------------------------------
Robert A. Kerzner         Senior Vice President
- --------------------------------------------------------------------------
Thomas M. Marra           Executive Vice President, Director*
- --------------------------------------------------------------------------
Steven L. Matthiesen      Vice President
- --------------------------------------------------------------------------
Craig R. Raymond          Senior Vice President and Chief Actuary
- --------------------------------------------------------------------------
Lowndes A. Smith          President and Chief Executive Officer, Director*
- --------------------------------------------------------------------------
David M. Znamierowski     Senior Vice President, Director*
- --------------------------------------------------------------------------

Unless otherwise indicated, the principal business address of each of the above
individuals is P.O. Box 2999, Hartford, CT  06104-2999.

_______________________________________________
  * Denotes Board of Directors of Hartford.


Item 29.  Persons Controlled By or Under Common Control with the Depositor or
          Registrant

          Filed herewith as Exhibit (s).

Item 30:  Indemnification

          Under Section 33-772 of the Connecticut General Statutes, unless
          limited by its certificate of incorporation, the Registrant must
          indemnify a director who was wholly successful, on the merits or
          otherwise, in the defense of any proceeding to which he was a party
          because he is or was a director of the corporation against
          reasonable expenses incurred by him in connection with the
          proceeding.

<PAGE>

          The Registrant may indemnify an individual made a party to a
          proceeding because he is or was a director against liability
          incurred in the 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 Registrant, and, with respect to any criminal
          proceeding, had no reason to believe his conduct was unlawful.
          Conn. Gen. Stat. Section 33-771(a). Additionally, pursuant to Conn.
          Gen. Stat. Section 33-776, the Registrant may indemnify officers
          and employees or agents for liability incurred and for any expenses
          to which they becomes subject by reason of being or having been an
          employees or officers of the Registrant.  Connecticut law does not
          prescribe standards for the indemnification of officers, employees
          and agents and expressly states that their indemnification may be
          broader than the right of indemnification granted to directors.

          The foregoing statements are specifically made subject to the
          detailed provisions of Section 33-770 et seq.

          Notwithstanding the fact that Connecticut law obligates the
          Registrant to indemnify only a director that was successful on the
          merits in a suit, under Article VIII, Section 2 of the Registrant's
          bylaws, the Registrant must indemnify both directors and officers
          of the Registrant who are parties or threatened to be parties to a
          legal proceeding by reason of his being or having been a director
          or officer of the Registrant for any expenses 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
          criminal proceedings, had no reason to believe his conduct was
          unlawful.  Unless otherwise mandated by a court, no indemnification
          shall be made if such officer or director is adjudged to be liable
          for negligence or misconduct in the performance of his duty to the
          Registrant.

          Additionally, the directors and officers of Hartford and Hartford
          Equity Sales Company, Inc. ("HESCO") are covered under a directors
          and officers liability insurance policy issued to The Hartford
          Financial Services Group, Inc. and its subsidiaries.  Such policy
          will reimburse the Registrant for any payments that it shall make
          to directors and officers pursuant to law and will, subject to
          certain exclusions contained in the policy, further pay any other
          costs, charges and expenses and settlements and judgments arising
          from any proceeding involving any director or officer of the
          Registrant in his past or present capacity as such, and for which
          he may be liable, except as to any liabilities arising from acts
          that are deemed to be uninsurable.

          Insofar as indemnification for liabilities 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, the Registrant has been

<PAGE>

          advised that in the opinion of the Securities and Exchange
          Commission such indemnification is against public policy as
          expressed in the Act and is, therefore, unenforceable.  In the
          event that a claim for indemnification against such liabilities
          (other than the payment by the Registrant of expenses incurred or
          paid by a director, officer or controlling person of the Registrant
          in the successful defense of any action, suit or proceeding) is
          asserted by such director, officer or controlling person in
          connection with the securities being registered, the Registrant
          will, unless in the opinion of its counsel the matter has been
          settled by controlling precedent, submit to a court of appropriate
          jurisdiction the question whether such indemnification by it is
          against public policy as expressed in the Act and will be governed
          by the final adjudication of such issue.

Item 31.  Principal Underwriters

          (a)  HESCO acts as principal underwriter for the following investment
               companies:

               Hartford Life Insurance Company - Separate Account VL I
               Hartford Life Insurance Company - Separate Account VL II
               Hartford Life Insurance Company - ICMG Secular Trust Separate
                 Account
               Hartford Life Insurance Company -- ICMG Registered Variable Life
                 Separate Account A
               Hartford Life and Annuity Insurance Company -- Separate
                 Account VL I
               Hartford Life and Annuity Insurance Company -- Separate
                 Account VL II
               Hartford Life and Annuity Insurance Company -- ICMG Registered
                 Variable Life Separate Account A

          (b)  Directors and Officers of HESCO

               Name and Principal                Positions and Offices
               Business Address                  With Underwriter
               ------------------                ---------------------
               Lowndes A. Smith                  President and Chief Executive
                                                 Officer, Director
               Thomas M. Marra                   Executive Vice President,
                                                 Director
               Peter W. Cummins                  Senior Vice President
               Lynda Godkin                      Senior Vice President, General
                                                 Counsel and Corporate Secretary
               Richard J. Garrett                Vice President
               Donald A. Salama                  Vice President
               Donald E. Waggaman, Jr.           Treasurer
               George R. Jay                     Controller

Unless otherwise indicated, the principal business address of each the above
individuals is P.O. Box 2999, Hartford, CT  06104-2999.

<PAGE>

Item 32.  Location of Accounts and Records

          All of the accounts, books, records or other documents required to
          be kept by Section 31(a) of the Investment Company Act of 1940 and
          rules thereunder, are maintained by Hartford at 200 Hopmeadow
          Street, Simsbury, Connecticut 06089.

Item 33.  Management Services

All management contracts are discussed in Part A and Part B of this
Registration Statement.

Item 34.  Representation of Reasonableness of Fees

Hartford hereby represents that the aggregate fees and charges under the
Policy are reasonable in relation to the services rendered, the expenses
expected to be incurred, and the risks assumed by Hartford.

<PAGE>

                                 SIGNATURES

Pursuant to the requirements of the Securities Act and the Investment Company
Act, the Registrant certifies that it duly caused this registration statement
to be signed on its behalf by the undersigned, duly authorized, in the Town
of Simsbury, and State of Connecticut on December 21, 1999.


HARTFORD LIFE AND ANNUITY INSURANCE
COMPANY SEPARATE ACCOUNT VL I
(Registrant)

*By: David T. Foy                               *By: /s/ Marianne O'Doherty
     -----------------------------------             ----------------
     David T. Foy, Senior Vice President             Marianne O'Doherty
     and Treasurer                                   Attorney-In-Fact

HARTFORD LIFE AND ANNUITY INSURANCE
COMPANY
 (Depositor)

*By: David T. Foy
     -------------------------------------------------
     David T. Foy, Senior Vice President and Treasurer


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.


Gregory A. Boyko, Senior Vice President
   and Director*
Lynda Godkin, Senior Vice President, General  *By:  /s/ Marianne O'Doherty
   Counsel, & Corporate Secretary, Director*       ---------------------
Thomas M. Marra, Executive Vice                    Marianne O'Doherty
   President, Director*                            Attorney-In-Fact
Lowndes A. Smith, President,
   Chief Executive Officer, Director*
David M. Znamierowski, Senior Vice President,  Dated:  December 21, 1999
   Director*

<PAGE>

                                  EXHIBIT INDEX


1.5  Opinion and Consent of Lynda Godkin, Senior Vice President, General
     Counsel and Corporate Secretary.

1.6  Consent of Arthur Andersen LLP, Independent Public Accountants.

1.7  Power of Attorney.

1.8  Organizational Chart.



<PAGE>

                                                                    EXHIBIT 1.5


December 21, 1999
                                          LYNDA GODKIN, SENIOR VICE PRESIDENT,
                                          GENERAL COUNSEL & CORPORATE SECRETARY

Board of Directors
Hartford Life and Annuity Insurance Company
200 Hopmeadow Street
Simsbury, CT  06089

RE:  Separate Account VL I
     Hartford Life and Annuity Insurance Company

Dear Sir/Madam:

I have acted as General Counsel to Hartford Life and Annuity Insurance
Company (the "Company"), a Connecticut insurance company, and Hartford Life
and Annuity Insurance Company Separate Account VL I (the "Account") in
connection with the registration of an indefinite amount of securities in the
form of flexible premium variable life insurance policies (the "Policies")
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended.  I have examined such documents (including the Form S-6
Registration Statement) and reviewed such questions of law as I considered
necessary and appropriate, and on the basis of such examination and review,
it is my opinion that:

1. The Company is a corporation duly organized and validly existing as a
   stock life insurance company under the laws of the State of Connecticut
   and is duly authorized by the Insurance Department of the State of
   Connecticut to issue the Policies.

2. The Account is a duly authorized and validly existing separate account
   established pursuant to the provisions of Section 38a-433 of the
   Connecticut Statutes.

3. To the extent so provided under the Policies, that portion of the
   assets of the Account equal to the reserves and other contract
   liabilities with respect to the Account will not be chargeable with
   liabilities arising out of any other business that the Company may
   conduct.

4. The Policies, when issued as contemplated by the Form S-6 Registration
   Statement, will constitute legal, validly issued and binding obligations
   of the Company.

I hereby consent to the filing of this opinion as an exhibit to the Form S-6
Registration Statement for the Policies and the Account.

Sincerely,
/s/ Lynda Godkin

Lynda Godkin


<PAGE>

                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

                               POWER OF ATTORNEY
                               -----------------

                               Gregory A. Boyko
                                 David T. Foy
                                 Lynda Godkin
                                Thomas M. Marra
                                Lowndes A. Smith
                             David M. Znamierowski


do hereby jointly and severally authorize Lynda Godkin, Christine Repasy,
Marianne O'Doherty, Thomas S. Clark and Brian Lord to sign as their agent,
any Registration Statement, pre-effective amendment, post-effective amendment
and any application for exemptive relief of the Hartford Life and Annuity
Insurance Company under the Securities Act of 1933 and/or the Investment
Company Act of 1940, and do hereby ratify and such signatures heretofore made
by such persons.

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

/s/ Gregory A. Boyko                    Dated as of January 15, 1999
- ------------------------------
Gregory A. Boyko

/s/ David T. Foy                        Dated as of January 15, 1999
- ------------------------------
David T. Foy

/s/ Lynda Godkin                        Dated as of January 15, 1999
- ------------------------------
Lynda Godkin

/s/ Thomas M. Marra                     Dated as of January 15, 1999
- ------------------------------
Thomas M. Marra

/s/ Lowndes A. Smith                    Dated as of January 15, 1999
- ------------------------------
Lowndes A. Smith

/s/ David M. Znamierowski               Dated as of January 15, 1999
- ------------------------------
David M. Znamierowski


<PAGE>


                                                     ORGANIZATIONAL CHART


<TABLE>
<CAPTION>

<S>                                                                                        <C>

                                           THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                                                           (DELAWARE)
                                                                |
                                                                ---------------------------------------------
                                                     NUTMEG INSURANCE COMPANY                               |
                                                           (CONNECTICUT)                         THE HARTFORD INVESTMENT
                                                                |                                   MANAGEMENT COMPANY
                                                 HARTFORD FIRE INSURANCE COMPANY                         (DELAWARE)
                                                           (CONNECTICUT)                                    |
                                                                |                                           |
                                            HARTFORD ACCIDENT AND INDEMNITY COMPANY                HARTFORD INVESTMENT
                                                           (CONNECTICUT)                              SERVICES, INC.
                                                                |                                      (CONNECTICUT)
                                                       HARTFORD LIFE, INC.
                                                           (DELAWARE)
                                                                |
                                           HARTFORD LIFE & ACCIDENT INSURANCE COMPANY
                                                           (CONNECTICUT)
                                                                |
                                                                |
                                                                |
        -------------------------------------------------------------------------------------------------------------------------
        |          |       |              |                   |                |               |             |             |
  HARTFORD LIFE    |       |              |                   |                |               |           HLIC         PLANCO
INTERNATIONAL LTD. |       |              |                   |                |               |          CANADA       FINANCIAL
  (CONNECTICUT)    |       |              |                   |                |               |      HOLDINGS, INC.   SERVICES,
        |          |       |              |                   |                |               |        (CANADA)     INCORPORATED
        |          |       |              |                   |                |               |             |     (PENNSYLVANIA)
        |          |       |              |                   |                |               |             |             |
        |          |  ALPINE LIFE  HARTFORD FINANCIAL   HARTFORD LIFE       HARTFORD        AMERICAN         |             |
        |          |   INSURANCE     SERVICES LIFE    INSURANCE COMPANY    FINANCIAL      MATURITY LIFE      |             |
        |          |    COMPANY      INSURANCE CO.      (CONNECTICUT)    SERVICES, LLC  INSURANCE COMPANY    |             |
        |          | (CONNECTICUT)   (CONNECTICUT)            |           (DELAWARE)      (CONNECTICUT)      |      PLANCO, INC.
        |          |                                          |                |               |             |     (PENNSYLVANIA)
        |          |      -------------------------------------                |       AML FINANCIAL, INC.   |
  HARTFORD CALMA   |      |                 |                 |                |         (CONNECTICUT)       |
    COMPANY        | ROYAL LIFE          HARTFORD          HARTFORD            |                         HARTFORD
   (FLORIDA)       | INSURANCE         INTERNATIONAL       LIFE AND            |                       LIFE INSURANCE
                   |  COMPANY        LIFE REASSURANCE   ANNUITY INSURANCE      |                         COMPANY
                   | OF AMERICA            CORP.           COMPANY             |                         OF CANADA
                   |(CONNECTICUT)      (CONNECTICUT)     (CONNECTICUT)         |                          (CANADA)
                   |                                          |                |
                   |                                          |                |
                   |                                     ITT HARTFORD          |
                   |                                      LIFE, LTD.           |
                   |                                      (BERMUDA)            |
                   |                                                           |
                   |                                                           |
         ----------|         ---------------------------------------------------------------------------------------------
         |                   |                     |                     |                  |                            |
   INTERNATIONAL           MS FUND          HL INVESTMENT           HARTFORD       HARTFORD SECURITIES        HARTFORD COMP. EMP.
     CORPORATE         AMERICA 1993-K       ADVISORS, LLC         EQUITY SALES        DISTRIBUTION              BENEFITS SERVICE
MARKETING GROUP, INC.     SPE, INC.         (CONNECTICUT)         COMPANY, INC.       COMPANY, INC.                  COMPANY
   (CONNECTICUT)         (DELAWARE)              |                (CONNECTICUT)       (CONNECTICUT)                (CONNECTICUT)
         |                                       |
         |                                       |
   THE EVERGREEN                         HARTFORD INVESTMENT
    GROUP, INC.                          FINANCIAL SERVICES
    (NEW YORK)                                 COMPANY
                                              (DELAWARE)
</TABLE>

<PAGE>
<TABLE>
<S>                                                                                        <C>

                                           THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                                                           (DELAWARE)
                                                                |
                                                     NUTMEG INSURANCE COMPANY
                                                           (CONNECTICUT)
                                                                |
                                                 HARTFORD FIRE INSURANCE COMPANY
                                                           (CONNECTICUT)
                                                                |
     ----------------------------------------------------------------------------------------------------------------------------
     |           |                                              |
     |           |                                         HARTFORD LIFE
     |           |                                -------INTERNATIONAL LTD.
     |           |                                |       (CONNECTICUT)
     |           |                                |             |
     |           |                                |        ITT HARTFORD
     |           |                                |    ----SUDAMERICANA
     |           |                                |   |     HOLDING S.A.
     |           |                                |   |    (ARGENTINA)
     |           |                                |   |------------------------------------------------------
     |           |                                |   |                               |                      |
     |           |                                |   |        HARTFORD            GALICIA              INSTITUTO DE
     |           |                                |   |        SEGUROS          VIDA COMPANIA        SALTA COMPANIA DE
     |           |                                |   |--------DE VIDA         DE SEGUROS S.A.      SEGUROS DE VIDA S.A.
     |           |                                |   |       (URUGUAY)          (ARGENTINA)            (ARGENTINA)
     |           |                                |   |
     |           |             ICATU              |   |      ITT HARTFORD
     |           |            HARTFORD            |   |-----SEGUROS DE VIDA
     |           |          SEGUROS S.A.----------|   |       (ARGENTINA)
     |           |            (BRAZIL)            |   |
     |           |                |               |   |
     |           |                |               |   |      ITT HARTFORD
     |           |   -- ----------|               |   |------SEGUROS DE
     |           |   |            |               |   |       RETIRO S.A.
     |           |   |            |               |   |       (ARGENTINA)
     |-----------|----------------|---------------|---|--------------------------------------------------------------------------
     |           |   |            |               |   |
     |           |   |      ICATU HARTFORD        |   |  CONSULTORA DE CAPITALES
     |           |   |     FUNDO DE PENSAO        |   |   S.A. SOCIEDAD GERENTE
     |           |   |         (BRAZIL)           |   |----DE FONDOS COMUNES
     |           |   |            |               |   |      DE ENVERSION
     |           |   |            |               |   |       (ARGENTINA)
     |           |   |      ICATU HARTFORD        |   |
     |           |   |    CAPITALIZACAO S.A.      |   |          CLARIDAD
     |           |   |         (BRAZIL)           |   |     ADMINISTRADORA DE
     |           |   |            |               |   |---FONDOS DE JUBILACIONES
     |           |   |        BRAZILCAP           |   |      Y PENSIONES S.A.
     |           |   |     CAPITALIZACAO S.A.     |   |       (ARGENTINA)
     |           |   |         (BRAZIL)           |   |
     |           |   |                            |   |
     |           |    --------------------------  |   |
     |           |---------------              |  |   |
     |                          |              |  |   |
HARTFORD FIRE               HARTFORD FIRE      |  |   |------- SEGPOOL S.A.
INTERNATIONAL------------INTERNATIONAL, LTD.   |  |   |        (ARGENTINA)
(GERMANY) GMBH              (CONNECTICUT)      |  |   |
(WEST GERMANY)                                 |  |   |
                                               |  |   |
                           ICATU HARTFORD      |  |   |         THESIS S.A.
                            ADMINISTRACAO      |  |   |-------- (ARGENTINA)
                          DE BENEFICIOS LTDA-- |  |   |
                              (BRAZIL)            |   |
                                                  |   |
                                  -----------------   |
                                  |                   |
                                 CAB                  |--------- U.O.R., S.A.
                             CORPORATION                         (ARGENTINA)
                       (BRITISH VIRGIN ISLANDS)

</TABLE>
<PAGE>
<TABLE>
<S>                                                                                        <C>
                                           THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                                                           (DELAWARE)
                                                                |
                                                     NUTMEG INSURANCE COMPANY
                                                           (CONNECTICUT)
                                                                |
                                                 HARTFORD FIRE INSURANCE COMPANY
                                                           (CONNECTICUT)
                                                                |
- --------------------------------------------------------------------------------------------------------------------------------|
                                                                                                      |                         |
                                                                                         THE HARTFORD INTERNATIONAL             |
                |-----------------------------------------------------------------------FINANCIAL SERVICES GROUP, INC.          |
                |                                 |                    |                          (DELAWARE)                    |
                |                                 |                    |         ----------------------|-----------------       |
                |                                 |                    |         |                     |         |       |      |
             ZWOLSCHE                             |                    |    ITT HARTFORD         LONDON AND      |   HARTFORD   |
          ALGEMEENE N.V.                          |                    | INTERNATIONAL, LTD.     EDINBURGH       | EUROPE, INC. |
          (NETHERLANDS)                           |                    |       (U.K.)       INSURANCE GROUP, LTD.|  (DELAWARE)  |
                |                                 |                    |                           (U.K.)        |              |
                |                                 |                    |                             |           |              |
                |                                 |                    |                -------------            |              |
                |                                 |                    |                |                        |              |
                |                           ITT ASSURANCES      HARTFORD INTERNATIONAL  |    LONDON AND          --ITT ERCOS    |
                |                              S.A.              INSURANCE CO., N.V.    |---  EDINBURGH           DE SEGUROS Y  |
                |    ZWOLSCHE ALGEMEENE      (FRANCE)                (BELGIUM)          | INSURANCE CO., LTD.    REASEGUROS S.A.|
                |----SCHADEVERZEKERING                                   |              |        (U.K.)             (SPAIN)     |
        --------|          N.V.-----------------------------------       |              |            |                          |
        |       |      (NETHERLANDS)                              |      |              |            |                          |
       Z.A.     |                                                 |      |              |   EXCESS INSURANCE                    |
- --VERZEKERINGEN |                                                 |      |              |     COMPANY LTD.                      |
|      N.V.     |      ZWOLSCHE ALGEMEENE                         |      |              |        (U.K.)                         |
|  (BELGIUM)    |------HERVERZEKERING B.V.                        |      |              |                                       |
|   |      -----|        (NETHERLANDS)                            |      |              |      LONDON AND                       |
|   |     |     |                                                 |      |              |--- EDINBURGH LIFE                     |
| Z.A. LUX S.A. |                                                 |      |              |  ASSURANCE CO., LTD.                  |
| (LUXEMBURG)   |    ZWOLSCHE ALGEMEENE                           |      |              |         (U.K.)                        |
|               |--LEVENS-VERZEKERING N.V.------------            |      |              |                                       |
|               |      (NETHERLANDS)                 |            |      |              |                                       |
- ----------------|------------------------------------|------------|------|--------------|---------------------------------------|
|               |                                    |            |      |              |                                       |
|       --------                                     |            |      |              |                                       |
|       |       |                                    |            |      |              |                                       |
|   ZWOLSCHE    |    ZWOLSCHE ALGEMEENE       ZWOLSCHE ALGEMEENE  |      |              |                                       |
|  ALGEMEENE    |-----HYPOTHEKEN N.V.        BELEGGINGEN III B.V. |      |              |                                       |
|  EUROPA B.V.  |      (NETHERLANDS)             (NETHERLANDS)    |      |              |                                       |
| (NETHERLANDS) |                                       ----------       |              |                                       |
- --------|       |                                       |                |              |                                       |
                |      EXPLOITATIEMAAT-          BELEGGINGSMAAT-         |              |                                       |
                |-----   SCHAPPIJ                 SCHAPPIJ               |              |                                       |
                |      BUIZERDLAAN B.V.          BUIZERDLAAN B.V.        |              |                                       |
                |        (NETHERLANDS)             (NETHERLANDS)         |              |                                       |
                |                                                        |              |                                       |
                |                                                        |              |                                  -----
                |          HOLLAND                                       |              |--------------------------        |
                |---- BELEGGINGSGROEP B.V.                               |              |                          |       |
                        (NETHERLANDS)                                    |              |-----------------         |       |
                                                                         |       -------|                 |        |       |
                                                                         |       |      |                 |        |       |
                                                                         |       |      |                 |        |       |
                                                                    F.A. KNIGHT  |  MACALISTER &    LONDON AND     | HARTFORD FIRE
                                                                     & SON N.V.  |  DUNDAS, LTD.     EDINBURGH     | INTERNATIONAL
                                                                     (BELGIUM)   |   (SCOTLAND)     TRUSTEES, LTD. |   SERVICIOS
                                                                                 |                    (U.K.)       |    (SPAIN)
                                                                                  -------------------------        -----------
                                                                                        |                 |                |
                                                                                    FENCOURT           QUOTEL        LONDON AND
                                                                                  PRINTERS, LTD.      INSURANCE       EDINBURGH
                                                                                     (U.K.)         SYSTEMS, LTD.  SERVICES, LTD.
                                                                                                       (U.K.)           (U.K.)
                                                                                                          |
                                                                                                      EUROSURE
                                                                                                      INSURANCE
                                                                                                    MARKETING, LTD.
                                                                                                        (U.K.)

</TABLE>


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